Brown Capital Management Mutual Funds – ‘N-PX’ for 6/30/04

On:  Tuesday, 8/31/04, at 4:35pm ET   ·   Effective:  8/31/04   ·   For:  6/30/04   ·   Accession #:  869351-4-11   ·   File #:  811-06199

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Proxy Voting Record Annual Report by a Management Investment Company   —   Form N-PX
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-PX        The Nottingham Investment Trust Ii                   127±   893K 

N-PX
1st “Page” of 25
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FORM N-PX

 ANNUAL REPORT OF PROXY VOTING RECORD OF
REGISTERED MANAGEMENT INVESTMENT COMPANY

 Investment Company Act file number: 811-06199
                                     ---------

The Nottingham Investment Trust II
----------------------------------
(Exact name of registrant as specified in charter)

116 South Franklin Street, Post Office Box 69, Rocky Mount, North Carolina 27802
--------------------------------------------------------------------------------
               (Address of principal executive offices)               (Zip code)

 C. Frank Watson III
116 South Franklin Street, Post Office Box 69, Rocky Mount, North Carolina 27802
--------------------------------------------------------------------------------
 (Name and address of agent for service)

Registrant's telephone number, including area code: 252-972-9922
                                                    ------------

 Date of fiscal year end: March 31
                          --------

Date of reporting period: July 1, 2003 - June 30, 2004
                          ----------------------------

N-PX
2nd “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 2nd
PROXY VOTING RECORDS

EARNEST PARTNERS FIXED INCOME TRUST                                             
-----------------------------------                                             

There  were no  matters  relating  to a  portfolio  security  considered  at any
shareholder  meeting held during the period  covered by this report with respect
to which the registrant was entitled to vote.                                   

N-PX
3rd “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 3rd
CAPITAL VALUE FUND                                                              
------------------                                                              

The  investment  advisor for the Capital Value Fund, a series of the  registrant
(the "Fund"),  has advised the registrant  that the  investment  advisor did not
vote on behalf  of the Fund on any  matters  relating  to  portfolio  securities
considered  at any  shareholder  meeting held during the period  covered by this
report with respect to which the Fund was entitled to vote.                     

N-PX
4th “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 4th
THE BROWN CAPITAL MANAGEMENT EQUITY FUND                                        
----------------------------------------                                        

                                                        [Enlarge/Download Table]
                                                                                                                                    

                                                          Vote Summary Report                                                       
                                                      Jul 01, 2003 - Sep 30, 2003                                                   

Brown Capital Equity Fund - a217                                                                                                    

Mtg                        Company/                                            Mgmt         Vote        Record                Shares
Date/Type                  Ballot Issues                          Security     Rec          Cast        Date                   Voted
-------------------------- -------------------------------------- ------------ ------------ ----------- ------------ ---------------

07/29/03 - A               Airgas, Inc. *ARG*                     009363102                             06/19/03               4,900
                           1      Elect Directors                              For          For                                     
                           1.1    Elect Director James W. Hovey --- For                                                             
                                     We recommend a vote FOR the directors.                                                         
                           1.2    Elect Director Paula A. Sneed --- For                                                             
                           1.3    Elect Director David M. Stout --- For                                                             
                           1.4    Elect Director William O. Albertini --- For                                                       
                           2      Approve  Employee  Stock  Purchase Plan      For          For                                     
                                    ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the
                                    number of shares being reserved is relatively  conservative,  the offering period is reasonable,
                                    and there are limits on participation.                                                          
                           3      Approve Executive  Incentive Bonus Plan      For          For                                     
                                    The performance  measures included under the plan are appropriate for the company given its line
                                    of business, long-term strategic objectives, and industry-specific measures for assessing market
                                    competitiveness.  Additionally, the plan is administered by a committee of independent outsiders
                                    who must certify attainment of these objective,  measurable performance goals before cash awards
                                    are paid to participants.  Moreover,  preservation of the full deductibility of all compensation
                                    paid reduces the company's corporate tax obligation.                                            
                           4      Ratify Auditors                              For          For                                     

09/27/03 - A               Biomet, Inc. *BMET*                    090613100                             08/07/03               4,700
                           1      Elect Directors                              For          For                                     
                           2      Ratify Auditors                              For          For                                     

07/18/03 - A               Dell Inc. *DELL*                       247025109                             05/23/03               3,700
                           1      Elect Directors                              For          For                                     
                           1.1    Elect Director Michael A. Miles --- For                                                           
                                     We recommend a vote FOR the directors.                                                         
                           1.2    Elect Director Alex J. Mandl --- For                                                              
                           1.3    Elect Director Morton L. Topfer --- For                                                           
                           2      Declassify the Board of Directors            For          For                                     
                                    ISS commends  management for submitting this                                                    
                                    proposal, which demonstrates a commitment to                                                    
                                    shareholders' interests.                                                                        
                           3      Change Company Name                          For          For                                     
                           4      Approve Executive Incentive Bonus Plan       For          For                                     
                                    The performance  measures included under the plan are appropriate for the company given its line
                                    of business, long-term strategic objectives, and industry-specific measures for assessing market
                                    competitiveness.  Additionally, the plan is administered by a committee of independent outsiders
                                    who must certify attainment of these objective,  measurable performance goals before cash awards
                                    are paid to participants.  Moreover,  preservation of the full deductibility of all compensation
                                    paid reduces the company's corporate tax obligation.                                            

07/22/03 - A               Legg Mason, Inc. *LM*                  524901105                             05/23/03               2,900
                           1      Elect Directors                              For          Split                                   
                           1.1    Elect Director Carl Bildt --- For                                                                 
                                    We  recommend a vote FOR the  directors  with the  exception of insider  Harry M. Ford,  Jr.. We
                                    recommend that  shareholders  WITHHOLD votes from Harry M. Ford, Jr. for failure to establish an
                                    independent nominating committee.                                                               
                           1.2    Elect Director Harry M. Ford, Jr. ---                                                             
                                  Withhold                                                                                          
                           1.3    Elect Director John E. Koerner, III --- For                                                       
                           1.4    Elect Director Peter F. O'Malley --- For                                                          
                           1.5    Elect Director James E. Ukrop --- For                                                             
                           1.6    Elect Director Dennis R. Beresford --- For                                                        

08/07/03 - A               Xilinx, Inc. *XLNX*                    983919101                             06/09/03               4,300
                           1      Elect Directors                              For          For                                     
                           2      Ratify Auditors                              For          For                                     

07/22/03 - S               Zimmer Holdings Inc *ZMH*              98956P102                             06/16/03               2,452
                           1      Issue Shares in Connection with an           For          For                                     
                                  Acquisition                                                                                       
                                    CONCLUSION:  Based on the fairness opinion and the potential strategic synergies, we believe the
                                    merger agreement warrants shareholder support.                                                  

N-PX
5th “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 5th
                                                          Vote Summary Report                                                       
                                                      Oct 01, 2003 - Dec 31, 2003                                                   

Brown Capital Equity Fund                                                                                                           

Mtg                  Company/                                              Mgmt          Vote          Record                 Shares
Date/Type            Ballot Issues                            Security     Rec           Cast          Date                    Voted
-------------------- ---------------------------------------- ------------ ------------- ------------- ------------ ----------------

10/06/03 - S         Boston Scientific Corp. *BSX*            101137107                                08/27/03                1,100
                     1      Increase Authorized Common Stock               For           For                                        

11/11/03 - A         Cisco Systems, Inc. *CSCO*               17275R102                                09/12/03               21,200
                     1      Elect Directors                                For           For                                        
                     1.1    Elect Director Carol A. Bartz --- For                                                                   
                                We recommend a vote FOR the directors.                                                              
                     1.2    Elect Director Larry R. Carter --- For                                                                  
                     1.3    Elect Director John T. Chambers --- For                                                                 
                     1.4    Elect Director Dr. James F. Gibbons --- For                                                             
                     1.5    Elect Director Dr. John L. Hennessy --- For                                                             
                     1.6    Elect Director Roderick C. McGeary --- For                                                              
                     1.7    Elect Director James C. Morgan --- For                                                                  
                     1.8    Elect Director John P. Morgridge --- For                                                                
                     1.9    Elect Director Donald T. Valentine --- For                                                              
                     1.10   Elect Director Steven M. West --- For                                                                   
                     1.11   Elect Director Jerry Yang --- For                                                                       
                     2      Amend  Employee  Stock Purchase Plan           For           For                                        
                                    ISS approves of this item  because the plan  complies  with Section 423 of the Internal  Revenue
                                    Code,  the number of shares  being added is  relatively  conservative,  the  offering  period is
                                    reasonable, and there are limitations on participation.                                         
                     3      Ratify Auditors                                For           For                                        
                            Shareholder Proposals                                                                                   
                     4      Report on Company Products Used by the         Against       Against                                    
                            Government to Monitor the Internet                                                                      
                                    ISS generally  supports  proposals  that seek to provide  shareholders  with greater  disclosure
                                    regarding the risks associated with their  investment.  In this case, we believe that generating
                                    such a report could be time consuming and costly to the company  without  providing  significant
                                    value to  shareholders.  The products  provided by the company are similar to those  provided by
                                    peers and competitors in the technology  industry.  As such, requiring disclosure that may cause
                                    the company to break contractual  obligations or require burdensome  research on behalf of third
                                    party resellers could place the company at a competitive  disadvantage and may negatively affect
                                    shareholder  value.  Since the  proposed  resolution  may result in  substantial  costs and time
                                    expenditures to the company and may not provide useful  information to  shareholders,  we do not
                                    support this proposal.                                                                          
                     5          Report on Pay  Disparity                   Against       Against                                    
                                    When reviewing requests for reports on executive compensation,  ISS takes into consideration the
                                    scope of the requested report, the company's internal  procedures for determining  compensation,
                                    and the company's historical  compensation practices. As with all report requests, ISS carefully
                                    weighs the potential  usefulness of the requested  report against the costs of  preparation  and
                                    whether the report would be duplicative of existing disclosure. In the case of this proposal, we
                                    note that the proponents are  specifically  asking for a comparison of the  compensation  of the
                                    company's top executives with that of its lowest compensated  workers on a worldwide basis and a
                                    report on any recommendations  regarding changing the current level of executive pay. Though the
                                    disparity between the pay levels of entry-level and executive employees has undoubtedly grown at
                                    many U.S.  companies  over the past few decades,  we note that it is unlikely that the requested
                                    report would produce a meaningful gauge for  shareholders of whether the company's  compensation
                                    policies and pay levels are  appropriate  and effective  for  employees at the senior  executive
                                    level.  While we understand the  proponents'  concerns with escalating CEO pay, we note that the
                                    Compensation and Management Development Committee is composed entirely of independent directors.
                                    Based on our concerns  regarding the scope of the proposal,  the  independence  of the company's
                                    compensation  committee,  we do not believe that preparation of the requested report would yield
                                    meaningful  information  to  shareholders  regarding  the  efficacy of the  company's  executive
                                    compensation policies and practices.                                                            

10/30/03 - A         Intuit, Inc. *INTU*                      461202103                                09/02/03                3,700
                     1      Elect Directors                                For           For                                        
                     1.1    Elect Director Stephen M. Bennett --- For                                                               
                                We recommend a vote FOR the directors.                                                              
                     1.2    Elect Director Christopher W. Brody --- For                                                             
                     1.3    Elect Director William V. Campbell --- For                                                              
                     1.4    Elect Director Scott D. Cook --- For                                                                    
                     1.5    Elect Director L. John Doerr --- For                                                                    
                     1.6    Elect Director Donna L. Dubinsky --- For                                                                
                     1.7    Elect Director Michael R. Hallman --- For                                                               
                     1.8    Elect Director Stratton D. Sclavos --- For                                                              
                     2      Amend Employee Stock Purchase Plan             For           For                                        
                                    ISS approves of this item  because the plan  complies  with Section 423 of the Internal  Revenue
                                    Code,  the number of shares  being added is  relatively  conservative,  the  offering  period is
                                    reasonable, and there are limitations on participation.                                         
                     3      Ratify Auditors                                For           For                                        

11/04/03 - A         King Pharmaceuticals Inc. *KG*           495582108                                09/05/03                6,200
                     1      Elect Directors                                For           For                                        
                     2      Ratify Auditors                                For           For                                        

11/11/03 - A         Microsoft Corp. *MSFT*                   594918104                                09/12/03               19,600
                     1      Elect Directors                                For           Split                                      
                     1.1    Elect Director William H. Gates, III --- For                                                            
                                    We recommend a vote FOR the directors  with the exception of Jon A. Shirley.  We recommend  that
                                    shareholders  WITHHOLD  votes from Jon A. Shirley for standing as an affiliated  outsider on the
                                    Audit Committee.                                                                                
                     1.2    Elect Director Steven A. Ballmer --- For                                                                
                     1.3    Elect Director James I. Cash, Jr., Ph.D. --- For                                                        
                     1.4    Elect Director Raymond V. Gilmartin --- For                                                             
                     1.5    Elect Director Ann McLaughlin Korologos --- For                                                         
                     1.6    Elect Director David F. Marquardt --- For                                                               
                     1.7    Elect Director Charles H. Noski --- For                                                                 
                     1.8    Elect Director Dr. Helmut Panke --- For                                                                 
                     1.9    Elect Director Wm. G. Reed, Jr. --- For                                                                 
                     1.10   Elect Director Jon A. Shirley --- Withhold                                                              
                     2      Amend  Omnibus Stock Plan                      For           For                                        
                                    Please see the section below entitled 'Multiple Plan Notes' for a further discussion of this and
                                    other plans. Vote Recommendation The total cost of the company's plans of 9.34 percent is within
                                    the allowable cap for this company of 10.50 percent.  Additionally,  this plan expressly forbids
                                    repricing. In conjunction with the change in compensation practices discussed under the proposed
                                    amendments to this plan,  Microsoft  recently announced a transaction with JP Morgan to transfer
                                    underwater  employee stock options for cash. This proposed  transaction has not yet received SEC
                                    approval and is not being  submitted for shareholder  approval at the annual meeting.  Under the
                                    potentially trend setting transaction, Microsoft employees can elect to transfer options with an
                                    exercise price of $33 or above for a cash payment.  The stock option transfer  program allows up
                                    to 624 million common shares to be offered and sold by JP Morgan,  and the terms for most of the
                                    transferred  options would be reduced to 36 months.  Microsoft will pay the proceeds received on
                                    the purchase  price of the options from JP Morgan to employees.  ISS would like to see the stock
                                    option  transfer  program put to  shareholder  vote.  The options  subject to the transfer would
                                    represent  approximately 40 percent of current options outstanding and approximately six percent
                                    of total shares  outstanding as of Sept.  12, 2003. ISS believes that the stock option  transfer
                                    program  represents an alternative to repricing  underwater  stock  options,  and  constitutes a
                                    significant  amendment to the company's stock compensation  program. The option transfer program
                                    changes  the  initial  intent and design of stock  option  awards and the payout  realizable  by
                                    employees.  The program modifies the risk  characteristics  of the option awards  post-issuance,
                                    which has an economic impact on shareholder  value. By exchanging  underwater  stock options for
                                    cash,  the program  would  ensure  protection  of income to employees  that is not  available to
                                    shareholders at large. In view of these factors, it is important that shareholders  evaluate the
                                    option transfer program and its merits.  While ISS commends  Microsoft for proposing to decrease
                                    the  maximum  number of shares  issuable  under the stock plan by 100 million  shares,  ISS will
                                    continue to include the  transferred  options in the overhang as part of the  compensation  plan
                                    analysis  assuming that the  transaction  with JP Morgan is approved by the SEC. Even though the
                                    transferred  options would no longer be available for future grant under the program,  ISS still
                                    considers  the  transferred  options  as part of the  economic  costs  and  dilutive  impact  to
                                    shareholders in our analysis of the stock plan proposals.  ISS will follow further  developments
                                    on the option transfer program.  Moreover, ISS will consider recommending withholding votes from
                                    the directors at the next annual meeting if the stock option  transfer  program is not submitted
                                    for shareholder approval.                                                                       
                     3          Amend Non-Employee Director Stock Option Plan  For       For                                        
                                    Multiple Plan Notes:  The combined  shareholder  value transfer for all plans considered is 9.34
                                    percent.  The  aggregate  value of all the  proposals  does not exceed the  company's  allowable
                                    shareholder  value  transfer cap of 10.50 percent.  However,  ISS supports only those plans that
                                    provide, in aggregate,  the greatest  shareholder value transfer without exceeding the allowable
                                    cap and that do not violate  repricing  guidelines.  Vote  Recommendation  The total cost of the
                                    company's  plans of 9.34 percent is within the allowable cap for this company of 10.50  percent.
                                    Microsoft  recently  announced some  significant  changes to its stock  compensation  practices.
                                    Specifically, Microsoft will grant restricted stock units instead of stock options, provide cash
                                    for eligible  outstanding  underwater  stock  options and expense  stock  options  under FAS 123
                                    retroactively.  Microsoft announced a transaction with JP Morgan to transfer underwater employee
                                    stock options for cash.  This proposed  transaction has not yet received SEC approval and is not
                                    being submitted for  shareholder  approval at the annual  meeting.  Under the potentially  trend
                                    setting transaction, Microsoft employees can elect to transfer options with an exercise price of
                                    $33 or above for a cash  payment.  The stock option  transfer  program  allows up to 624 million
                                    common  shares to be offered  and sold by JP Morgan,  and the terms for most of the  transferred
                                    options would be reduced to 36 months.  Microsoft will pay the proceeds received on the purchase
                                    price of the  options  from JP  Morgan to  employees.  ISS  would  like to see the stock  option
                                    transfer  program put to shareholder  vote. The options  subject to the transfer would represent
                                    approximately 40 percent of current options  outstanding and  approximately six percent of total
                                    shares  outstanding as of Sept. 12, 2003.  ISS believes that the stock option  transfer  program
                                    represents an alternative to repricing  underwater stock options,  and constitutes a significant
                                    amendment to the company's stock compensation  program.  The option transfer program changes the
                                    initial  intent and design of stock option awards and the payout  realizable  by employees.  The
                                    program  modifies the risk  characteristics  of the option  awards  post-issuance,  which has an
                                    economic  impact on  shareholder  value.  By exchanging  underwater  stock options for cash, the
                                    program would ensure  protection of income to employees that is not available to shareholders at
                                    large. In view of these factors, it is important that shareholders  evaluate the option transfer
                                    program and its merits.  While ISS  commends  Microsoft  for  proposing  to decrease the maximum
                                    number of shares  issuable  under the stock plan by 100  million  shares,  ISS will  continue to
                                    include the  transferred  options in the  overhang  as part of the  compensation  plan  analysis
                                    assuming that the transaction with JP Morgan is approved by the SEC. Even though the transferred
                                    options would no longer be available for future grant under the program, ISS still considers the
                                    transferred  options as part of the economic costs and dilutive  impact to  shareholders  in our
                                    analysis of the stock plan proposals. ISS also commends Microsoft for implementing a performance
                                    based stock award program for its executives. Actual stock awards will be based on the growth in
                                    the number and  satisfaction of their customers over a three-year  period.  However,  additional
                                    information  on the  quantitative  measures  and the hurdle  rates  should be  provided  so that
                                    shareholders  can  evaluate  the  effectiveness  of the new  program.  ISS will  follow  further
                                    developments  on  the  option  transfer  program.   Moreover,  ISS  will  consider  recommending
                                    withholding  votes from the  directors at the next annual  meeting if the stock option  transfer
                                    program is not submitted for shareholder  approval.                                             
                                Shareholder  Proposal                                                                               
                     4          Refrain from Giving Charitable  Contributions  Against  Against                                     
                                    As the company complies with current laws and regulations  regarding  charitable  contributions,
                                    and the refraining from making contributions runs counter to the company's goals of being a good
                                    corporate citizen, we recommend shareholders oppose this request.                               

N-PX
6th “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 6th
                                                          Vote Summary Report                                                       
                                                      Jan 01, 2004 - Mar 31, 2004                                                   

Brown Capital Equity Fund - a217                                                                                                    

Mtg                  Company/                                              Mgmt          Vote          Record                 Shares
Date/Type            Ballot Issues                            Security     Rec           Cast          Date                    Voted
-------------------- ---------------------------------------- ------------ ------------- ------------- ------------ ----------------

03/09/04 - A         Analog Devices, Inc. *ADI*               032654105                                01/16/04                4,200
                     1      Elect Directors                                For           For                                        
                     2      Increase Authorized Common Stock               For           For                                        
                     3      Ratify Auditors                                For           For                                        

03/24/04 - A         Applied Materials, Inc. *AMAT*           038222105                                01/30/04                5,500
                     1      Elect Directors                                For           For                                        
                     1.1    Elect Director Michael H. Armacost --- For                                                              
                                We recommend a vote FOR the directors.                                                              
                     1.2    Elect Director Deborah A. Coleman --- For                                                               
                     1.3    Elect Director Herbert M. Dwight, Jr. --- For                                                           
                     1.4    Elect Director Philip V. Gerdine --- For                                                                
                     1.5    Elect Director Paul R. Low --- For                                                                      
                     1.6    Elect Director Dan Maydan --- For                                                                       
                     1.7    Elect Director Steven L. Miller --- For                                                                 
                     1.8    Elect Director James C. Morgan --- For                                                                  
                     1.9    Elect Director Gerhard H. Parker --- For                                                                
                     1.10   Elect Director Michael R. Splinter --- For                                                              
                     2      Amend Omnibus Stock Plan                       For           For                                        
                                    V. Vote  Recommendation  The total cost of the  company's  plans of 11.08  percent is within the
                                    allowable  cap for this company of 12.63  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      

01/29/04 - A         Costco Wholesale Corporation *COST*      22160K105                                12/05/03                3,400
                     1      Elect Directors                                For           For                                        
                     1.1    Elect Director Benjamin S. Carson, Sr., M.D.                                                            
                            as Class II Director --- For                                                                            
                                We recommend a vote FOR the directors.                                                              
                     1.2    Elect Director Hamilton E. James as Class II                                                            
                            Director --- For                                                                                        
                     1.3    Elect Director Jill S. Ruckelshaus as Class                                                             
                            II Director --- For                                                                                     
                     1.4    Elect Director William H. Gates, II as Class                                                            
                            II Director --- For                                                                                     
                     1.5    Elect Director Daniel J. Evans as Class I                                                               
                            Director --- For                                                                                        
                            Shareholder Proposals                                                                                   
                     2      Declassify the Board of Directors              Against       For                                        
                     3      Develop Land Procurement Policy                Against       Against                                    
                                    As the  company  is in  compliance  with  applicable  laws  related  to  land  acquisition,  and
                                    considering that implementation of the proposal could be overly restrictive to the future growth
                                    of the company  through such  acquisition,  we do not recommend  support for the request at this
                                    time.                                                                                           
                            Management Proposal                                                                                     
                     4      Ratify Auditors                                For           For                                        

03/23/04 - A         Fifth Third Bancorp *FITB*               316773100                                01/30/04                3,000
                     1      Elect Directors                                For           For                                        
                     1.1    Elect Director Darryl F. Allen --- For                                                                  
                                We recommend a vote FOR the directors.                                                              
                     1.2    Elect Director Allen M. Hill --- For                                                                    
                     1.3    Elect Director Dr Mitchel D Livingston --- For                                                          
                     1.4    Elect Director Hendrik G. Meijer --- For                                                                
                     1.5    Elect Director James E. Rogers --- For                                                                  
                     2      Approve Omnibus Stock Plan                     For           For                                        
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 4.04  percent is within the
                                    allowable  cap for this  company of 5.23  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                     3      Ratify Auditors                                For           For                                        
                     4      Adopt Sexual Orientation Non-Discrimination    None          For                                        
                            Policy                                                                                                  
                                We recommend a Vote FOR Item 4.                                                                     

02/17/04 - A         Health Management Associates, Inc.       421933102                                12/19/03               13,500
                     *HMA*                                                                                                          
                     1      Elect Directors                                For           For                                        

03/31/04 - A         The Goldman Sachs Group, Inc. *GS*       38141G104                                02/02/04                2,500
                     1      Elect Directors                                For           For                                        
                     2      Ratify Auditors                                For           For                                        
                     3      Declassify the Board of Directors              Against       For                                        

03/03/04 - A         The Walt Disney Company *DIS*            254687106                                01/16/04                6,700
                     1      Elect Directors                                For           Split                                      
                     1.1    Elect Director John E. Bryson --- For                                                                   
                                    ISS recommends a vote FOR the directors with the exception of Mr. Eisner for whom we recommend a
                                    WITHHOLD vote.                                                                                  
                     1.2    Elect Director John S. Chen --- For                                                                     
                     1.3    Elect Director Michael D. Eisner --- Withhold                                                           
                     1.4    Elect Director Judith L. Estrin --- For                                                                 
                     1.5    Elect Director Robert A. Iger --- For                                                                   
                     1.6    Elect Director Aylwin B. Lewis --- For                                                                  
                     1.7    Elect Director Monica C. Lozano --- For                                                                 
                     1.8    Elect Director Robert W. Matschullat --- For                                                            
                     1.9    Elect Director George J. Mitchell --- For                                                               
                     1.10   Elect Director Leo J. O'Donovan, S.J. --- For                                                           
                     1.11   Elect Director Gary L. Wilson --- For                                                                   
                     2      Ratify Auditors                                For           For                                        
                     3      China Principles                               Against       Against                                    
                                    Thus,  adopting and implementing the China Principles could prove both costly and difficult.  As
                                    such,  while ISS  encourages  Walt Disney to continue to evaluate its  policies  and  compliance
                                    standards for labor and human rights in China, we do not feel that  implementation  of the China
                                    Principles  would  significantly   improve  upon  the  current   International  Labor  Standards
                                    implemented by the company.                                                                     
                     4      Report on Supplier Labor Standards in China    Against       For                                        
                                    While we commend Walt Disney for its code of conduct and International Labor Standards,  we note
                                    that  manufacturing  operations in China as a whole, and Walt Disney in specific,  have been the
                                    subject of ongoing  controversy  and increased  scrutiny on issues  related to labor  standards.
                                    Furthermore,  we note that Walt Disney does retain the services of external compliance monitors;
                                    however,  information on the outcome of these  compliance  reviews does not appear to be readily
                                    available.  The format of this resolution does not specifically challenge Walt Disney's policies
                                    regarding  supplier  standards;  instead,  it  requests  disclosure  on the outcome of audits or
                                    reviews on supplier  compliance  to company  policies.  Since the  information  requested by the
                                    proponents is already gathered by Walt Disney, the report should not be difficult to assemble or
                                    prohibitively expensive. Further, several companies that operate in similar markets have adopted
                                    policies that include disclosure on vendor compliance with company standards, local laws, and/or
                                    international  guidelines.  Finally,  a report addressing the issue of supplier  compliance with
                                    company policies,  local laws, and international  guidelines on labor rights issues may serve to
                                    improve Walt Disney's public image and limit the exposure to  reputational  risk associated with
                                    its operations in China.                                                                        
                     5      Report on Amusement Park Safety             Against       Against                                       
                                    Therefore, considering the combination of the company's commitment to amusement park safety, the
                                    report published by the company on park safety in 2002, and state regulations in place regarding
                                    safety and accident  reporting,  ISS does not believe that an additional  report to shareholders
                                    would be warranted or an efficient use of company assets.                                       

N-PX
7th “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 7th
                                                          Vote Summary Report                                                       
                                                      Apr 01, 2004 - Jun 30, 2004                                                   

Brown Capital Equity Fund - a217                                                                                                    

Mtg                 Company/                                              Mgmt         Vote            Record                 Shares
Date/Type           Ballot Issues                           Security      Rec          Cast            Date        Prpnent     Voted
------------------- --------------------------------------- ------------- ------------ --------------- ----------- -----------------

05/11/04 - A        Altera Corp. *ALTR*                     021441100                                  03/16/04                7,100
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director John P. Daane --- For                                                                    
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director Robert W. Reed --- For                                                                   
                    1.3     Elect Director Charles M. Clough --- For                                                                
                    1.4     Elect Director Robert J. Finocchio Jr --- For                                                           
                    1.5     Elect Director Kevin Mcgarity --- For                                                                   
                    1.6     Elect Director Paul Newhagen --- For                                                                    
                    1.7     Elect Director William E. Terry --- For                                                                 
                    1.8     Elect Director Susan Wang --- For                                                                       
                    2       Amend Stock Option Plan                       For          For                         Mgmt             
                                    V. Vote  Recommendation  The total cost of the  company's  plans of 12.23  percent is within the
                                    allowable  cap for this company of 12.66  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                    3       Amend Employee Stock Purchase Plan            For          For                         Mgmt             
                                    ISS approves of this item  because the plan  complies  with Section 423 of the Internal  Revenue
                                    Code,  the number of shares  being added is  relatively  conservative,  the  offering  period is
                                    reasonable, and there are limitations on participation.                                         
                    4       Ratify Auditors                               For          For                         Mgmt             
                    5       Approve Option Expensing                      Against      For                         ShrHoldr         
                                    ISS  supports  the  general  principle  motivating  this  non-binding  proposal.  In the wake of
                                    financial reporting problems and excessive executive compensation at companies like Enron Corp.,
                                    Worldcom Inc., and Tyco  International  Ltd., we agree with the growing investor  consensus that
                                    companies  should  expense the costs  associated  with stock  options in order to  increase  the
                                    accuracy of their financial  statements.  Although companies can choose to expense options,  the
                                    Financial  Accounting Standards Board (FASB) does not require it. Since the expensing of options
                                    lowers earnings, most companies have elected not to do so. Instead, most companies have opted to
                                    disclose  option  values only in the  footnotes  to their annual  reports.  In the absence of an
                                    accepted  methodology  with which to value the contingent cost of stock options,  companies that
                                    have  voluntarily  expensed stock options have had  flexibility in their selection of a specific
                                    valuation  methodology.  Opponents of option expensing argue that options are difficult to value
                                    and expensing  options could add complexity and decrease  transparency  in financial  reporting.
                                    However,  given the fact that stock options have become an integral  component of  compensation,
                                    their  value  cannot be ignored  and  treated  as  "no-cost"  compensation.  Given that (1) many
                                    companies use stock options as a significant component of overall compensation, (2) the exercise
                                    of options result in a transfer of  shareholder  value,  and (3) the contingent  cost of options
                                    reduces  earnings,  we believe  that  options  should be expensed  along with all other forms of
                                    compensation  to better  reflect the company's true earnings and provide  additional  discipline
                                    against overuse.                                                                                

04/26/04 - A        American Express Co. *AXP*              025816109                                  02/27/04                4,000
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Daniel F. Akerson --- For                                                                
                                    We recommend a vote FOR the  directors  with the  exception  of  affiliated  outsider  Vernon E.
                                    Jordan, Jr. We recommend that shareholders WITHHOLD votes from Vernon E. Jordan, Jr. for sitting
                                    on more than six boards.                                                                        
                    1.2     Elect Director Charlene Barshefsky --- For                                                              
                    1.3     Elect Director William G. Bowen --- For                                                                 
                    1.4     Elect Director Ursula M. Burns --- For                                                                  
                    1.5     Elect Director Kenneth I. Chenault --- For                                                              
                    1.6     Elect Director Peter R. Dolan --- For                                                                   
                    1.7     Elect Director Vernon E. Jordan, Jr. --- For                                                            
                    1.8     Elect Director Jan Leschly --- For                                                                      
                    1.9     Elect Director Richard A. McGinn --- For                                                                
                    1.10    Elect Director Edward D. Miller --- For                                                                 
                    1.11    Elect Director Frank P. Popoff --- For                                                                  
                    1.12    Elect Director Robert D. Walter --- For                                                                 
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Establish Term Limits for Directors           Against      Against                     ShrHoldr         
                                    Under an effective  corporate  governance  system,  shareholders have the right to express their
                                    preferences  each year by voting on  directors at the annual  meeting.  Thus,  shareholders  can
                                    remove or reelect directors as they see fit.                                                    
                    4       Report on Political Contributions/Activities  Against      Against                     ShrHoldr         
                                    When  reviewing  requests for proposals on political  contributions,  ISS takes into account the
                                    scope and nature of the  request,  the  company's  adherence to laws and  regulations  governing
                                    political  contributions,  and company policies and additional disclosure on such contributions.
                                    In the case of American  Express,  we note that the company  complies with federal,  state,  and
                                    local laws  regarding  contributions  to political  candidates or  organizations.  Further,  the
                                    company offers to provide  information on political  contributions to shareholders upon request.
                                    Therefore,  the scope of the  disclosure  requested in this  proposal  may not be  substantially
                                    different from information  currently available,  and may not provide any significant benefit to
                                    shareholders.  As such, it does not appear that  preparing and  publicizing  such reports in the
                                    manner requested by the proponent would be the most effective use of company assets.            

05/19/04 - A        American International Group, Inc.      026874107                                  03/26/04                5,400
                    *AIG*                                                                                                           
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Approve Executive Incentive Bonus Plan        For          For                         Mgmt             
                                    The performance  measures included under the plan are appropriate for the company given its line
                                    of business, long-term strategic objectives, and industry-specific measures for assessing market
                                    competitiveness.  Additionally, the plan is administered by a committee of independent outsiders
                                    who must certify attainment of these objective,  measurable performance goals before cash awards
                                    are paid to participants.  Moreover,  preservation of the full deductibility of all compensation
                                    paid reduces the company's corporate tax obligation.                                            
                    3       Approve Non-Employee Director Stock Option    For          For                         Mgmt             
                            Plan                                                                                                    
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 2.17  percent is within the
                                    allowable cap for this company of 8.00 percent.                                                 
                    4       Ratify Auditors                               For          For                         Mgmt             
                    5       Report on Political Contributions/Activities  Against      Against                     ShrHoldr         
                                    When  reviewing  requests for proposals on political  contributions,  ISS takes into account the
                                    scope and nature of the  request,  the  company's  adherence to laws and  regulations  governing
                                    political  contributions,  and company policies and additional disclosure on such contributions.
                                    In the case of AIG,  we note that the  company  complies  with  state and local  laws  regarding
                                    contributions  to political  candidates or  organizations.  Further,  the extensive scope of the
                                    reports requested in this proposal may not be substantially different from information currently
                                    available and could prove costly and difficult for the company to publish in a formal report. As
                                    such, it does not appear that preparing and publicizing  such reports in the manner requested by
                                    the proponent would be the most effective use of shareholder funds.                             
                    6       Divest from Tobacco Equities                  Against      Against                     ShrHoldr         
                                    Therefore, because of the restrictive format and potential financial impact of this proposal, we
                                    do not recommend shareholder support for this resolution.                                       
                    7       Link Executive Compensation to Predatory      Against      Against                     ShrHoldr         
                            Lending                                                                                                 
                                    While AIG does not explicitly  address the issue of predatory lending as a function of executive
                                    compensation, ISS notes that the company has an independent compensation committee and a charter
                                    that discusses the factors used in determining executive  compensation.  Additionally,  although
                                    some lending  institutions may have adopted policies that generally link executive  compensation
                                    to  responsible  business  practices,  it does not appear that the  company's  main  competitors
                                    specifically  tie any portion of executive  compensation  to predatory  lending.  Moreover,  the
                                    company's  current  compensation  levels  have not  been  the  subject  of  recent,  significant
                                    controversy.  ISS also notes that the company has policies and  processes  aimed at  eliminating
                                    instances of predatory lending within the company's  operations,  including compliance review by
                                    the legal and compliance  departments.  Based on these policies to ensure  compliance  with laws
                                    aimed at preventing predatory lending, the independence of the compensation  committee,  and the
                                    absence of controversy  surrounding  current executive  compensation we do not believe that this
                                    review and a subsequent report are necessary at this time.                                      

05/13/04 - A        Amgen, Inc. *AMGN*                      031162100                                  03/19/04                2,800
                    1       Elect Directors                               For          Split                       Mgmt             
                    1.1     Elect Director Frank J. Biondi, Jr. --- For                                                             
                                    We recommend a vote FOR the directors with the exception of affiliated outsider Jerry D. Choate.
                                    We recommend that shareholders WITHHOLD votes from Jerry D. Choate for standing as an affiliated
                                    outsider on the Audit and Compensation committees.                                              
                    1.2     Elect Director Jerry D. Choate --- Withhold                                                             
                    1.3     Elect Director Frank C. Herringer --- For                                                               
                    1.4     Elect Director Gilbert S. Omenn --- For                                                                 
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Prepare Glass Ceiling Report                  Against      Against                     ShrHoldr         
                    4       Expense Stock Options                         Against      For                         ShrHoldr         

05/11/04 - A        Boston Scientific Corp. *BSX*           101137107                                  03/19/04                3,300
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Ratify Auditors                               For          For                         Mgmt             

05/21/04 - A        Career Education Corp. *CECO*           141665109                                  03/23/04                1,400
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Amend Omnibus Stock Plan                      For          For                         Mgmt             
                                    V. Vote  Recommendation  The total cost of the  company's  plans of 11.96  percent is within the
                                    allowable cap for this company of 12.32 percent.                                                
                    3       Increase Authorized Common Stock              For          For                         Mgmt             
                    4       Ratify Auditors                               For          For                         Mgmt             

04/22/04 - A        Carnival Corp. *CCL*                    143658300                                  02/23/04               10,320
                            Meeting for Holders of ADRs                                                                             
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Micky Arison --- For                                                                     
                                    ISS  prefers  that  boards  contain  a  majority  of  non-executives  who are  considered  to be
                                    independent.  In addition,  we prefer that key committee  membership  is limited to  independent
                                    non-executives  only. Despite these  shortcomings,  director elections are standard proposals at
                                    annual meetings, and these concerns would not be enough to lead us to oppose these candidates.  
                    1.2     Elect Director Amb Richard G. Capen Jr --- For                                                          
                    1.3     Elect Director Robert H. Dickinson --- For                                                              
                    1.4     Elect Director Arnold W. Donald --- For                                                                 
                    1.5     Elect Director Pier Luigi Foschi --- For                                                                
                    1.6     Elect Director Howard S. Frank --- For                                                                  
                    1.7     Elect Director Baroness Hogg --- For                                                                    
                    1.8     Elect Director A. Kirk Lanterman --- For                                                                
                    1.9     Elect Director Modesto A. Maidique --- For                                                              
                    1.10    Elect Director John P. Mcnulty --- For                                                                  
                    1.11    Elect Director Peter Ratcliffe --- For                                                                  
                    1.12    Elect Director Sir John Parker --- For                                                                  
                    1.13    Elect Director Stuart Subotnick --- For                                                                 
                    1.14    Elect Director Uzi Zucker --- For                                                                       
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       TO AUTHORIZE THE AUDIT COMMITTEE OF           For          For                         Mgmt             
                            CARNIVAL PLC TO AGREE THE REMUNERATION OF                                                               
                            THE INDEPENDENT AUDITORS.                                                                               
                    4       TO RECEIVE THE ACCOUNTS AND REPORTS FOR       For          For                         Mgmt             
                            CARNIVAL PLC FOR THE FINANCIAL PERIOD ENDED                                                             
                            NOVEMBER 30, 2003.                                                                                      
                    5       TO APPROVE THE DIRECTORS REMUNERATION         For          For                         Mgmt             
                            REPORT OF CARNIVAL PLC.                                                                                 
                    6       TO APPROVE LIMITS ON THE AUTHORITY TO ALLOT   For          For                         Mgmt             
                            SHARES BY CARNIVAL PLC.                                                                                 
                    7       TO APPROVE THE DISAPPLICATION OF              For          For                         Mgmt             
                            PRE-EMPTION RIGHTS FOR CARNIVAL PLC SHARES.                                                             

05/05/04 - A        Celestica Inc. *CLS.*                   15101Q108                                  03/12/04                5,700
                            Meeting For Subordinate Voting and Multiple                                                             
                            Voting Shareholders                                                                                     
                    1       Elect Robert Crandall, William Etherington,   For          For                         Mgmt             
                            Richard Love, Anthony Melman, Gerald                                                                    
                            Schwartz, Charles Szuluk, Don Tapscott as                                                               
                            Directors                                                                                               
                    2       Approve Auditors and Authorize Board to Fix   For          For                         Mgmt             
                            Remuneration of Auditors                                                                                

05/27/04 - A        Chiron Corp. *CHIR*                     170040109                                  03/29/04                2,700
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Vaughn D. Bryson --- For                                                                 
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director Pierre E. Douaze --- For                                                                 
                    1.3     Elect Director Edward E. Penhoet --- For                                                                
                    2       Amend Omnibus Stock Plan                      For          Against                     Mgmt             
                                    V. Vote  Recommendation  We commend the company for expressly  forbidding the repricing of stock
                                    options  under the plan.  ISS approves the stock  purchase  program  component  because the plan
                                    complies  with  Section  423 of the  Internal  Revenue  Code,  the number of shares  reserved is
                                    relatively  conservative,  the  offering  period is  reasonable,  and there are  limitations  on
                                    participation.  However,  the total cost of the  company's  plans of 17.46  percent is above the
                                    allowable cap for this company of 10.28 percent.  Therefore,  we recommend  AGAINST this bundled
                                    plan.                                                                                           
                    3       Ratify Auditors                               For          For                         Mgmt             

04/20/04 - A        Citigroup Inc. *C*                      172967101                                  02/27/04                9,000
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director C. Michael Armstrong --- For                                                             
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director Alain J.P. Belda --- For                                                                 
                    1.3     Elect Director George David --- For                                                                     
                    1.4     Elect Director Kenneth T. Derr --- For                                                                  
                    1.5     Elect Director John M. Deutch --- For                                                                   
                    1.6     Elect Director Roberto Hernandez Ramirez --- For                                                        
                    1.7     Elect Director Ann Dibble Jordan --- For                                                                
                    1.8     Elect Director Dudley C. Mecum --- For                                                                  
                    1.9     Elect Director Richard D. Parsons --- For                                                               
                    1.10    Elect Director Andrall E. Pearson --- For                                                               
                    1.11    Elect Director Charles Prince --- For                                                                   
                    1.12    Elect Director Robert E. Rubin --- For                                                                  
                    1.13    Elect Director Franklin A. Thomas --- For                                                               
                    1.14    Elect Director Sanford I. Weill --- For                                                                 
                    1.15    Elect Director Robert B. Willumstad --- For                                                             
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Limit Executive Compensation                  Against      Against                     ShrHoldr         
                                    ISS feels that taking away the  company's  ability to grant stock  options is an  arbitrary  and
                                    excessively  restrictive  proposal that could potentially prohibit the company from compensating
                                    employees based upon their individual and company-wide performance.  Being unable to issue stock
                                    options could hinder the company's ability to attract and retain competent  executive  officers.
                                    As such, this item does not warrant shareholder approval.                                       
                    4       Report on Political Contributions/Activities  Against      Against                     ShrHoldr         
                                    When  reviewing  requests for proposals on political  contributions,  ISS takes into account the
                                    scope and nature of the  request,  the  company's  adherence to laws and  regulations  governing
                                    political  contributions,  and company policies and additional disclosure on such contributions.
                                    In the case of Citigroup,  we note that the company  follows all state and local laws  regarding
                                    contributions  to  political  candidates  or  organizations.  Additionally,  the  scope  of  the
                                    disclosure  requested  in this  proposal may not be  substantially  different  from  information
                                    currently available, and could prove costly and difficult for the company to publish in a formal
                                    report.  As such, it does not appear that preparing and  publicizing  such reports in the manner
                                    requested by the proponent would be the most effective use of shareholder funds.                
                    5       Prohibit Awards to Executives                 Against      Against                     ShrHoldr         
                                    We believe this proposal is too  restrictive,  as it would  prohibit the  executives  from being
                                    remunerated with stock options and severance payments  regardless of the company's  performance.
                                    As such, this item does not warrant shareholder approval.                                       
                    6       Separate Chairman and CEO Positions           Against      Against                     ShrHoldr         
                                    ISS supports the concept of separating the positions of chairman and CEO when a company does not
                                    have the countervailing  governance structure as described above. In the case of Citigroup,  the
                                    company has independent key committees,  established governance guidelines,  and a lead director
                                    with clearly defined duties. Additionally, the company has committed to creating and maintaining
                                    a 2/3  independent  board by its next annual  election.  As such, ISS does not believe that this
                                    proposal warrants shareholder support.                                                          

06/24/04 - A        eBay Inc. *EBAY*                        278642103                                  04/26/04                2,200
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Philippe Bourguignon --- For                                                             
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director Thomas J. Tierney --- For                                                                
                    1.3     Elect Director Margaret C. Whitman --- For                                                              
                    2       Amend Omnibus Stock Plan                      For          For                         Mgmt             
                                    V. Vote  Recommendation  The total cost of the  company's  plans of 10.92  percent is within the
                                    allowable  cap for this company of 12.74  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                    3       Amend Stock Option Plan                       For          For                         Mgmt             
                                    VI. Vote  Recommendation  The total cost of the  company's  plans of 11.73 percent is within the
                                    allowable  cap for this company of 12.74  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                    4       Increase Authorized Common Stock              For          Against                     Mgmt             
                                    The requested increase of 890,000,000  shares is below the allowable  threshold of 1,395,000,000
                                    shares.  However,  the company stated that it could use the additional shares of common stock to
                                    oppose a hostile  takeover  attempt or delay or prevent  changes in control or  management.  For
                                    instance,  without further  shareholder  approval,  the company could adopt a "poison pill" that
                                    would, under certain  circumstances related to an acquisition of shares that the company did not
                                    approve,  give certain holders the right to acquire  additional  shares of common stock at a low
                                    price. The company could  strategically sell shares of common stock in a private  transaction to
                                    purchasers who would oppose a takeover or favor the current board.  Since the additional  shares
                                    may be used for management entrenchment purposes, ISS recommends voting AGAINST this proposal.  
                    5       Ratify Auditors                               For          For                         Mgmt             
                    6       Expense Stock Options                         Against      For                         ShrHoldr         
                                    ISS Analysis ISS supports the general  principle  motivating this non-binding  proposal.  In the
                                    wake of financial  reporting  problems and excessive  executive  compensation  at companies like
                                    Enron Corp.,  Worldcom Inc.,  and Tyco  International  Ltd., we agree with the growing  investor
                                    consensus that  companies  should  expense the costs  associated  with stock options in order to
                                    increase the  accuracy of their  financial  statements.  Since the  expensing of options  lowers
                                    earnings,  most  companies  have elected not to do so.  Instead,  most  companies  have opted to
                                    disclose  option values only in the footnotes to their annual  reports.  However,  stock options
                                    have become an integral  component of compensation and their value cannot be ignored and treated
                                    as "no-cost"  compensation.  Given that (1) many  companies  use stock  options as a significant
                                    component  of  overall  compensation,  (2) the  exercise  of  options  result in a  transfer  of
                                    shareholder  value,  and (3) the contingent  cost of options reduces  earnings,  we believe that
                                    options  should be expensed  along with all other forms of  compensation  to better  reflect the
                                    company's  true  earnings  and provide  additional  discipline  against  overuse.  As such,  ISS
                                    recommends voting FOR the proposal.                                                             

04/19/04 - A        Eli Lilly and Co. *LLY*                 532457108                                  02/13/04                2,300
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Steven C. Beering --- For                                                                
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director Winfried Bischoff --- For                                                                
                    1.3     Elect Director Franklyn G. Prendergast ---                                                              
                            For                                                                                                     
                    1.4     Elect Director Kathi P. Seifert --- For                                                                 
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Approve Executive Incentive Bonus Plan        For          For                         Mgmt             
                                    The performance  measures included under the plan are appropriate for the company given its line
                                    of business, long-term strategic objectives, and industry-specific measures for assessing market
                                    competitiveness.  Additionally, the plan is administered by a committee of independent outsiders
                                    who must certify attainment of these objective,  measurable performance goals before cash awards
                                    are paid to participants.  Moreover,  preservation of the full deductibility of all compensation
                                    paid reduces the company's corporate tax obligation.                                            
                    4       Limit Executive Compensation                  Against      Against                     ShrHoldr         
                                    The Compensation  Committee is composed entirely of independent directors and currently sets and
                                    reviews the company's executive compensation program. We believe that the Compensation Committee
                                    should have the flexibility to determine an executive's pay based on a number of factors, rather
                                    then have an  arbitrary  cap to  determine  executive  compensation.  Although we agree with the
                                    proponent that the restricted share program should utilize justifiable  performance criteria and
                                    challenging  performance  benchmarks,  the proposed caps on restricted  stock grants,  severance
                                    payments, salary and bonus, would be unduly restrictive. Thus, we do not support this proposal. 
                    5       Report on Drug Pricing                        Against      Against                     ShrHoldr         

05/05/04 - A        EMC Corp. *EMC*                         268648102                                  03/08/04                9,500
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Amend Omnibus Stock Plan                      For          For                         Mgmt             
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 7.30  percent is within the
                                    allowable  cap for this company of 12.60  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                    3       Amend Employee Stock Purchase Plan            For          For                         Mgmt             
                                    ISS approves of this item  because the plan  complies  with Section 423 of the Internal  Revenue
                                    Code,  the number of shares  being added is  relatively  conservative,  the  offering  period is
                                    reasonable, and there are limitations on participation.                                         
                    4       Ratify Auditors                               For          For                         Mgmt             
                    5       Limit Executive Compensation                  Against      Against                     ShrHoldr         

04/20/04 - A        Fastenal Co. *FAST*                     311900104                                  02/23/04                3,414
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Robert A. Kierlin --- For                                                                
                                    We  recommend a vote FOR the  directors  with the  exceptions  of insiders  Reyne K. Wisecup and
                                    Willard D.  Oberton,  and  affiliated  outsiders  Stephen M. Slaggie and Robert A.  Kierlin.  We
                                    recommend that shareholders WITHHOLD votes from Reyne K. Wisecup, Willard D. Oberton, Stephen M.
                                    Slaggie,  and  Robert A.  Kierlin  for  failure  to  establish  an  independent  nominating  and
                                    compensation committees.                                                                        
                    1.2     Elect Director Stephen M. Slaggie --- For                                                               
                    1.3     Elect Director Michael M. Gostomski --- For                                                             
                    1.4     Elect Director John D. Remick --- For                                                                   
                    1.5     Elect Director Henry K. McConnon --- For                                                                
                    1.6     Elect Director Robert A. Hansen --- For                                                                 
                    1.7     Elect Director Willard D. Oberton --- For                                                               
                    1.8     Elect Director Michael J. Dolan --- For                                                                 
                    1.9     Elect Director Reyne K. Wisecup --- For                                                                 
                    2       Ratify Auditors                               For          For                         Mgmt             

05/19/04 - A        First Data Corp. *FDC*                  319963104                                  03/22/04                5,300
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Ratify Auditors                               For          For                         Mgmt             

04/06/04 - A        Fiserv, Inc. *FISV*                     337738108                                  02/13/04                6,650
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director K.R. Jensen --- For                                                                      
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director K.M. Robak --- For                                                                       
                    1.3     Elect Director T.C. Wertheimer --- For                                                                  
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Amend Omnibus Stock Plan                      For          For                         Mgmt             
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 5.72  percent is within the
                                    allowable  cap for this company of 12.47  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      

04/24/04 - A        Harley-Davidson, Inc. *HDI*             412822108                                  03/10/04                2,200
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Barry K. Allen --- For                                                                   
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director Richard I. Beattie --- For                                                               
                    2       Amend Executive Incentive Bonus Plan          For          For                         Mgmt             
                                    The performance  measures included under the plan are appropriate for the company given its line
                                    of business, long-term strategic objectives, and industry-specific measures for assessing market
                                    competitiveness.  Additionally, the plan is administered by a committee of independent outsiders
                                    who must certify attainment of these objective,  measurable performance goals before cash awards
                                    are paid to participants.  Moreover,  preservation of the full deductibility of all compensation
                                    paid reduces the company's corporate tax obligation.                                            

                    3       Approve Omnibus Stock Plan                    For          For                         Mgmt             
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 3.93  percent is within the
                                    allowable  cap for this company of 12.78  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      

                    4       Ratify Auditors                               For          For                         Mgmt             

05/27/04 - A        HCA, Inc. *HCA*                         404119109                                  04/01/04                5,000
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Amend Management Stock Purchase Plan          For          For                         Mgmt             
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 9.66  percent is within the
                                    allowable cap for this company of 10.23 percent.                                                

05/27/04 - A        Home Depot, Inc. (The) *HD*             437076102                                  03/29/04               11,000
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Gregory D. Brenneman --- For                                                             
                                    ISS Conclusion: We recommend a vote FOR the directors with the exception of independent outsider
                                    Claudio X. Gonzalez.  We recommend that shareholders WITHHOLD votes from Claudio X. Gonzalez for
                                    sitting on more than six boards.                                                                
                    1.2     Elect Director Richard H. Brown --- For                                                                 
                    1.3     Elect Director John L. Clendenin --- For                                                                
                    1.4     Elect Director Berry R. Cox --- For                                                                     
                    1.5     Elect Director Claudio X. Gonzalez --- For                                                              
                    1.6     Elect Director Milledge A. Hart, III --- For                                                            
                    1.7     Elect Director Bonnie G. Hill --- For                                                                   
                    1.8     Elect Director Kenneth G. Langone --- For                                                               
                    1.9     Elect Director Robert L. Nardelli --- For                                                               
                    1.10    Elect Director Roger S. Penske --- For                                                                  
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Establish Term Limits for Directors           Against      Against                     ShrHoldr         
                                    ISS  Conclusion:  Because  a  six-year  term  limit is  arbitrary,  and  because  the  company's
                                    shareholders  can express their  dissatisfaction  with directors on an annual basis,  we believe
                                    that the proposal does not warrant shareholder support.                                         
                    4       Submit Shareholder Rights Plan (Poison        Against      For                         ShrHoldr         
                            Pill) to Shareholder Vote                                                                               
                                    ISS  Conclusion:  Because  the  company  does not have a policy  that puts any future  pill to a
                                    shareholder vote, we recommend that shareholders support this proposal.                         
                    5       Performance- Based/Indexed Options            Against      For                         ShrHoldr         
                                    ISS Conclusion:  Because ISS supports pay for performance,  and because the grants of restricted
                                    stock (other than those granted under the LTIP) are not based on specific  performance  hurdles,
                                    we believe the proposal warrants shareholder support.                                           
                    6       Adopt ILO Based Code of Conduct               Against      Against                     ShrHoldr         
                                    ISS Conclusion:  Given that the company already has a policy in place that addresses some of the
                                    principles  outlined in the ILO principles and uses independent firms for monitoring  factories,
                                    we do not believe that support of this proposal is warranted at this time.                      
                    7       Submit Severance Agreement                    Against      For                         ShrHoldr         
                            (Change-in-Control) to Shareholder Vote                                                                 
                                    ISS Conclusion:  We support the shareholder proposal as it relates to ex post facto ratification
                                    of golden  parachutes and severance plans,  and therefore  recommend that  shareholders  vote to
                                    approve this proposal.                                                                          
                    8       Require Affirmative Vote of the Majority of   Against      Against                     ShrHoldr         
                            the Shares to Elect Directors                                                                           
                                    ISS  Conclusion:  Given that:  (i) the  plurality  voting  threshold is the  currently  accepted
                                    standard for the election of directors of publicly traded companies,  (ii) approval of this item
                                    could disrupt board operations and the company's financial  performance in the event some or all
                                    of the director nominees do not receive majority support and do not get elected, (iii) requiring
                                    a majority vote of the outstanding  shares in effect provides for a supermajority of votes cast,
                                    which would adversely affect  shareholders'  ability to elect directors in a contested election,
                                    and (iv) the proposed provision may diminish the likelihood of a successful open access campaign
                                    by providing for an increased vote  requirement in the election of directors,  we do not at this
                                    point in time believe the proposed amendment warrants shareholder support.                      

05/07/04 - A        Illinois Tool Works Inc. *ITW*          452308109                                  03/09/04                4,100
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director William F. Aldinger --- For                                                              
                                    At this  time,  ISS  recommends  a vote FOR all  director  nominees,  but  advocates  for a more
                                    transparent disclosure on executive compensation.                                               
                    1.2     Elect Director Michael J. Birck --- For                                                                 
                    1.3     Elect Director Marvin D. Brailsford --- For                                                             
                    1.4     Elect Director James R. Cantalupo --- For                                                               
                    1.5     Elect Director Susan Crown --- For                                                                      
                    1.6     Elect Director Don H. Davis, Jr. --- For                                                                
                    1.7     Elect Director W. James Farrell --- For                                                                 
                    1.8     Elect Director Robert C. McCormack --- For                                                              
                    1.9     Elect Director Robert S. Morrison --- For                                                               
                    1.10    Elect Director Harold B. Smith --- For                                                                  
                    2       Ratify Auditors                               For          For                         Mgmt             

05/19/04 - A        Intel Corp. *INTC*                      458140100                                  03/22/04               12,300
                    1       Elect Directors                               For          Split                       Mgmt             
                    1.1     Elect Director Craig R. Barrett --- For                                                                 
                                    We recommend a vote FOR the directors with the exception of independent  outsider D. James Guzy.
                                    We recommend  that  shareholders  WITHHOLD votes from D. James Guzy for sitting on more than six
                                    boards.                                                                                         
                    1.2     Elect Director Charlene Barshefsky --- For                                                              
                    1.3     Elect Director E. John P. Browne --- For                                                                
                    1.4     Elect Director Andrew S. Grove --- For                                                                  
                    1.5     Elect Director D. James Guzy --- Withhold                                                               
                    1.6     Elect Director Reed E. Hundt --- For                                                                    
                    1.7     Elect Director Paul S. Otellini --- For                                                                 
                    1.8     Elect Director David S. Pottruck --- For                                                                
                    1.9     Elect Director Jane E. Shaw --- For                                                                     
                    1.10    Elect Director John L. Thornton --- For                                                                 
                    1.11    Elect Director David B. Yoffie --- For                                                                  
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Approve Omnibus Stock Plan                    For          For                         Mgmt             
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 7.39  percent is within the
                                    allowable  cap for this company of 12.68  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                    4       Expense Stock Options                         Against      For                         ShrHoldr         
                                    In the  absence of an  accepted  methodology  with which to value the  contingent  cost of stock
                                    options,  companies that have  voluntarily  expensed stock options have had flexibility in their
                                    selection of a specific valuation methodology.  Opponents of option expensing argue that options
                                    are difficult to value and expensing  options could add complexity and decrease  transparency in
                                    financial  reporting.  However,  given the fact  that  stock  options  have  become an  integral
                                    component of compensation,  their value cannot be ignored and treated as "no-cost" compensation.
                                    We believe that stock options should be expensed along with other forms of  compensation.  Given
                                    that (1) many  companies use stock options as a significant  component of overall  compensation,
                                    (2) the exercise of options  result in a transfer of shareholder  value,  and (3) the contingent
                                    cost of options  reduces  earnings,  we believe that options  should be expensed  along with all
                                    other forms of compensation to better reflect the company's true earnings and provide additional
                                    discipline against overuse.                                                                     
                    5       Limit/Prohibit Awards to Executives           Against      For                         ShrHoldr         
                                    The company  currently does not use  performance-vesting  awards in its  compensation  plans for
                                    senior executives. Although the proponent in its supporting statement is critical of fixed-price
                                    options,  it  does  not  appear  that  the  proposal  advocates   replacement  of  options  with
                                    performance-based    restricted   stock.   The   proposal   requests   the   the   company   use
                                    performance-vesting stock in development of future equity awards for senior executives. Although
                                    the company has recently adopted officer  stockholding  guidelines,  a more rigorous requirement
                                    would be 7x to 10x for the CEO and scaled down for other  executives.  Therefore,  ISS  believes
                                    that this proposal warrants shareholder support.                                                
                    6       Performance- Based/Indexed Options            Against      For                         ShrHoldr         

04/27/04 - A        International Business Machines Corp.   459200101                                  02/27/04                3,000
                    *IBM*                                                                                                           
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Cathleen Black --- For                                                                   
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director Kenneth I. Chenault --- For                                                              
                    1.3     Elect Director Carlos Ghosn --- For                                                                     
                    1.4     Elect Director Nannerl O. Keohane --- For                                                               
                    1.5     Elect Director Charles F. Knight --- For                                                                
                    1.6     Elect Director Lucio A. Noto --- For                                                                    
                    1.7     Elect Director Samuel J. Palmisano --- For                                                              
                    1.8     Elect Director John B. Slaughter --- For                                                                
                    1.9     Elect Director Joan E. Spero --- For                                                                    
                    1.10    Elect Director Sidney Taurel --- For                                                                    
                    1.11    Elect Director Charles M. Vest --- For                                                                  
                    1.12    Elect Director Lorenzo H. Zambrano --- For                                                              
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Ratify Auditors for the Company's Business    For          For                         Mgmt             
                            Consulting Services Unit                                                                                
                    4       Approve Executive Incentive Bonus Plan        For          For                         Mgmt             
                                    ISS  recognizes  that  incentive  bonus  plans such as this one can be an  important  part of an
                                    executive's overall pay package.  Over the long term, stock prices are an excellent indicator of
                                    management  performance.  However,  other  factors,  such as economic  conditions  and  investor
                                    reaction to the stock  market in general,  and certain  industries  in  particular,  can greatly
                                    impact  the  company's  stock  price.  The  performance  measures  included  under  the plan are
                                    appropriate  for the company given its line of business,  long-term  strategic  objectives,  and
                                    industry-specific  measures for assessing market competitiveness.  The plan is administered by a
                                    committee of independent outsiders,  who must certify attainment of these objective,  measurable
                                    performance goals before awards are paid to participants. Additionally, preservation of the full
                                    deductibility of all compensation paid reduces the company's corporate tax obligation.          
                    5       Provide for Cumulative Voting                 Against      For                         ShrHoldr         
                                    ISS believes that  cumulative  voting is an important  tool in the  protection of  shareholders'
                                    rights,  but recognizes that the need for cumulative voting can be offset if a company has other
                                    safeguards in place to protect  shareholders'  rights and to promote management  accountability.
                                    Therefore,  proposals to provide for cumulative voting are evaluated based on an assessment of a
                                    company's other corporate governance provisions. ISS will recommend a vote against a proposal to
                                    restore  or  provide  for  cumulative  voting  only if a  company  has the  following  corporate
                                    governance  provisions in place: an annually-elected  board comprising a majority of independent
                                    directors; a nominating committee composed solely of independent directors; confidential voting;
                                    a shareholder  right to call special meetings or to act by written consent with 90 days' notice;
                                    the absence of a dual-class capital structure; and absence of a dead-hand poison pill. Moreover,
                                    the board may not have the sole right to alter the size of the board beyond a range  established
                                    by  shareholders.  While not  required,  ISS would  prefer that a company  also have a published
                                    statement of board  governance  guidelines,  including a  description  of the process by which a
                                    shareholder  may submit a director  nominee.  In addition to the  governance  requirements,  ISS
                                    considers a company's performance when evaluating a shareholder proposal to restore or implement
                                    cumulative  voting.  For  ISS  to  recommend  a vote  against  such a  proposal,  the  company's
                                    performance  must be  comparable  to or better  than that of its  peers,  or the board must have
                                    demonstrated its focus on increasing  shareholder value by taking action to improve performance.
                                    In this case,  the company  fails to meet all of the  aforementioned  corporate  governance  and
                                    performance criteria.  Specifically,  the shareholders do not have the ability to act by written
                                    consent unless it is unanimous or to call special meetings.                                     
                    6       Amend Pension and Retirement Medical          Against      Against                     ShrHoldr         
                            Insurance Plans                                                                                         
                                    ISS  believes  the scope of the  proponent's  proposal  is overly  broad  since it asks that all
                                    employees be allowed to choose participation in the plan, which could be costly to shareholders.
                                    Moreover,  if the company ultimately lost on these claims it would be required to remedy the age
                                    discriminating effect of its plans. Accordingly, we recommend a vote against this proposal.     
                    7       Submit Executive Compensation to Vote         Against      For                         ShrHoldr         
                                    Pension  fund income can  distort  true  operating  performance,  which  should be the basis for
                                    determining executive bonuses and compensation rather than gains from defined benefit plans. And
                                    because  companies have discretion in determining  the assuptions to measure pension  obligation
                                    and expenses,  there is potential  for  manipulation.  For example,  J.P.  Morgan  Fleming Asset
                                    Management found that the median expected annual rate of return used among S&P 500 companies has
                                    remained steady at 9.2 percent since 1997. Using a more realistic assumption such as 6.5 percent
                                    would trim $44 billion off S&P 500 profits just in 2003. ISS agrees with the principle  advanced
                                    by the proposal and believes a cleaner measure of earnings should be applied to performance pay.
                                    A  number  of  companies  are  adopting  this  concept,   including  General  Electric,  Verizon
                                    Communications and Qwest Communications International Inc.                                      
                    8       Expense Stock Options                         Against      For                         ShrHoldr         
                                    ISS supports the general  principle  motivating  this  non-binding  proposal.  We agree with the
                                    growing investor consensus that companies should expense the costs associated with stock options
                                    in order to increase the accuracy of their financial  statements.  Although companies can choose
                                    to expense options,  the Financial  Accounting Standards Board (FASB) does not require it. Since
                                    the expensing of options lowers  earnings,  most  companies have elected not to do so.  Instead,
                                    most  companies  have opted to disclose  option  values only in the  footnotes  to their  annual
                                    reports.  In the absence of an accepted  methodology  with which to value the contingent cost of
                                    stock  options,  companies  that have  voluntarily  expensed  stock  options (some 350) have had
                                    flexibility  in their  selection  of a  specific  valuation  methodology.  Opponents  of  option
                                    expensing  argue that options are difficult to value and expensing  options could add complexity
                                    and decrease  transparency in financial  reporting.  However,  given the fact that stock options
                                    have become an integral component of compensation,  their value cannot be ignored and treated as
                                    "no-cost"  compensation.  Given  that (1) many  companies  use stock  options  as a  significant
                                    component  of  overall  compensation,  (2) the  exercise  of  options  result in a  transfer  of
                                    shareholder  value,  and (3) the contingent  cost of options reduces  earnings,  we believe that
                                    options  should be expensed  along with all other forms of  compensation  to better  reflect the
                                    company's true earnings and provide additional discipline against overuse.                      
                    9       Limit Awards to Executives                    Against      Against                     ShrHoldr         
                                    ISS agrees with  proponent's  underlying  rationale for  disclosure  of executive  compensation.
                                    However, the liability threshold of $2,000 is arbitrary.  Furthermore, based on the independence
                                    of the company's  compensation  committee,  and the company's existing disclosure  regarding its
                                    compensation  practices, we agree with the board that the current requirements for disclosure of
                                    executive  compensation are adequate and fair.  Therefore,  we do not believe that  shareholders
                                    would receive any meaningful benefit from this additional disclosure requirement.               
                    10      China Principles                              Against      Against                     ShrHoldr         
                                    ISS reviews proposals to adopt the US Business  Principles for Human Rights of Workers in China,
                                    giving  consideration to a number of factors including:  the company's current workplace code of
                                    conduct  or  adherence  to other  global  standards  and  their  similarity  to the  Principles;
                                    agreements with foreign  suppliers to meet certain workplace  standards;  how company and vendor
                                    facilities   are   monitored;   peer   company   adherence   to  the   Principles;   costs   and
                                    feasibility/legality  of implementing the Principles;  and whether the company has been recently
                                    involved in labor and human rights  controversies or violations.  We recognize that the adoption
                                    and/or enforcement of principles relating to internationally accepted human rights standards can
                                    benefit corporations operating in markets with documented abuses. While the China Principles are
                                    specifically  defined to address issues in that country,  we note that other international labor
                                    and human rights standards can also help the company satisfy this goal while providing a broader
                                    framework for multinational  companies. In the case of IBM, we note that there is one allegation
                                    of questionable human rights performance at some of the company's overseas operations, including
                                    locations in China;  however,  the scope and severity of these claims did not appear significant
                                    or could not be confirmed at the time of this  analysis.  Additionally,  the company has already
                                    established a code of conduct for company operations worldwide, and applies some aspects of this
                                    code to its vendors,  suppliers,  and  contractors.  Of note, this policy  addresses many of the
                                    issues  brought  forth by the China  Principles.  Moreover,  we are  concerned  that some of the
                                    aspects of the China Principles may be beyond the company's control,  such as prohibiting police
                                    or military  presence at the company's  operations.  Thus, while we will continue to monitor the
                                    allegations of human rights violations at IBM facilities in China, we believe that committing to
                                    adopt and implement the China Principles  could prove both costly and difficult.  As such, while
                                    ISS encourages  IBM to evaluate and enhance its policies and compliance  standards for labor and
                                    human rights in China, we do not feel that  implementation  of the China Principles per se would
                                    significantly improve upon the current policies implemented by the company.                     
                    11      Report on Political Contributions/Activities  Against      Against                     ShrHoldr         
                                    When  reviewing  requests for proposals on political  contributions,  ISS takes into account the
                                    scope and nature of the  request,  the  company's  adherence to laws and  regulations  governing
                                    political  contributions,  and company policies and additional disclosure on such contributions.
                                    In the case of IBM, we note that the company has a strict policy  prohibiting the use of company
                                    funds,  assets, time, or equipment in a manner that could be construed as supporting a political
                                    campaign or candidate.  Additionally,  employees at IBM are prohibited from making contributions
                                    as a  representative  of the  company.  Since  company  policies  expressly  prohibit  political
                                    contributions, we do not believe this proposal is supportable.                                  
                    12      Report on Executive Compensation              Against      Against                     ShrHoldr         
                                    While ISS supports policies that link executive compensation to appropriate performance metrics,
                                    we do not believe that preparation of the requested report would yield meaningful information to
                                    shareholders  regarding  the  efficacy of the  company's  executive  compensation  policies  and
                                    practices.                                                                                      

04/28/04 - A        Kohl's Corp. *KSS*                      500255104                                  03/03/04                4,600
                    1       Elect Directors                               For          Split                       Mgmt             
                    1.1     Elect Director Wayne Embry --- For                                                                      
                                    ISS recommends that shareholders vote FOR Wayne Embry and Frank V. Sica, but WITHHOLD votes from
                                    the other nominees.  We recommend that shareholders WITHHOLD votes from affiliated outsider John
                                    F. Herma for standing as an affiliated  outsider on the Audit and Nominating  committees and for
                                    failure to establish a majority  independent  board and R.  Lawrence  Montgomery  for failure to
                                    establish a majority independent board.                                                         
                    1.2     Elect Director John F. Herma --- Withhold                                                               
                    1.3     Elect Director R. Lawrence Montgomery ---  Withhold                                                     
                    1.4     Elect Director Frank V. Sica --- For                                                                    
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Performance-Based Stock/Indexed Options       Against      For                         ShrHoldr         
                                    Despite the fact that certain  features of the proposal may be more  rigorous  than others,  ISS
                                    supports the underlying principal of the proposal in this case.                                 
                    4       Separate Chairman and CEO Positions           Against      For                         ShrHoldr         
                                    Based on the above structure, Kohl's Corporation did not meet most of the criteria and therefore
                                    ISS recommends voting FOR this proposal.                                                        

04/22/04 - A        Lockheed Martin Corp. *LMT*             539830109                                  03/01/04                4,400
                    1       Elect Directors                               For          Split                       Mgmt             
                    1.1     Elect Director E.C. 'Pete' Aldridge, Jr. --- For                                                        
                                    We recommend a vote FOR the  directors  with the  exceptions  of Joseph W. Ralston and Norman R.
                                    Augustine.  We recommend that  shareholders  WITHHOLD votes from Joseph W. Ralston and Norman R.
                                    Augustine for standing as affiliated outsiders on the Nominating Committee.                     
                    1.2     Elect Director Nolan D. Archibald --- For                                                               
                    1.3     Elect Director Norman R. Augustine ---                                                                  
                            Withhold                                                                                                
                    1.4     Elect Director Marcus C. Bennett --- For                                                                
                    1.5     Elect Director Vance D. Coffman --- For                                                                 
                    1.6     Elect Director Gwendolyn S. King --- For                                                                
                    1.7     Elect Director Douglas H. McCorkindale ---                                                              
                            For                                                                                                     
                    1.8     Elect Director Eugene F. Murphy --- For                                                                 
                    1.9     Elect Director Joseph W. Ralston ---                                                                    
                            Withhold                                                                                                
                    1.10    Elect Director Frank Savage --- For                                                                     
                    1.11    Elect Director Anne Stevens --- For                                                                     
                    1.12    Elect Director Robert J. Stevens --- For                                                                
                    1.13    Elect Director James R. Ukropina --- For                                                                
                    1.14    Elect Director Douglas C. Yearley --- For                                                               
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Report on Executive Ties to Government        Against      Against                     ShrHoldr         
                                    ISS recognizes that companies can benefit from the knowledge and expertise of former  government
                                    workers.  These employees may be intimately  familiar with the internal  processes of government
                                    procurement  and  decision-making.  The  knowledge  of such  employees  can add real  value to a
                                    company's operations.  ISS shares in the proponent's concern for potential conflicts of interest
                                    at such companies,  but in this case, the company states that it has specific  policies in place
                                    to avoid such conflicts of interest. When appointing high profile hires from the government,  we
                                    note that the company has  generally  issued a press  release at the time of hire.  In addition,
                                    according to the company,  the  government  issues  statements  from agency ethics  officials on
                                    conflicts of interest or restrictions.  Moreover, the production of such a report annually could
                                    be costly without providing substantial benefit to shareholders.  Given these factors, we see no
                                    reason to support this request.                                                                 
                    4       Submit Shareholder Rights Plan (Poison        Against      Against                     ShrHoldr         
                            Pill) to Shareholder Vote                                                                               
                                    Because  poison pills greatly alter the balance of power between  shareholders  and  management,
                                    shareholders  should be allowed to make their own  evaluation  of such  plans.  Ideally,  a pill
                                    should  include a two- to  three-year  sunset  provision,  a  reasonable  flip-in (20 percent or
                                    higher),  and a  chewable  feature  allowing  shareholders  to redeem the pill in the event of a
                                    takeover offer. In response to proponent's argument, the board states in the proxy that it would
                                    seek  shareholder  ratification  within 12 months if it were to adopt a pill.  The  company  has
                                    indicated that it will also include this view as a formal provision in its Corporate  Governance
                                    Guidelines  at the  next  meeting  of its  board  later  this  month.  In view of the  company's
                                    commitment to put any future pill to a shareholder vote within 12 months,  ISS believes that the
                                    objectives of this proposals have already been achieved.  Therefore, we recommend a vote AGAINST
                                    this proposal.                                                                                  
                    5       Prohibit Auditor from Providing Non-Audit     Against      Against                     ShrHoldr         
                            Services                                                                                                
                                    We believe that companies  should adopt a formal,  written policy on auditor  independence.  The
                                    value of a written policy is twofold:  first, it allows  shareholders to scrutinize and evaluate
                                    the particulars of the policy, and second, it ensures that the policy survives beyond the tenure
                                    of a  particular  management  team or CEO. In this case,  the company  states that the Audit and
                                    Ethics  Committee  pre-approves  and monitors  all services by Ernst & Young LLP, the  company's
                                    independent auditors,  with the aim of ensuring the independence and objectivity of the auditors
                                    so that investor confidence is maintained.  Therefore, we believe this proposal does not warrant
                                    shareholder support.                                                                            
                    6       Develop Ethical Criteria for Military         Against      Against                     ShrHoldr         
                            Contracts                                                                                               
                                    Generally,  ISS believes that it may be inappropriate to disclose detailed information about the
                                    contract  evaluation and bidding process to  shareholders,  as provision of this data could give
                                    insight into contractual  agreements,  thereby  providing  competition with bidding  advantages.
                                    Additionally,  while ISS supports a sustainable  approach to business  operations,  we also note
                                    that the federal government has stringent regulations regarding military and weapons production,
                                    and the associated  contract  bidding  process.  Moreover,  Lockheed  Martin  already  discloses
                                    substantial  information  on these matters both through public filings and the company web site.
                                    Topics  addressed in these forums include a formal code of ethics,  information on community and
                                    philanthropic initiatives,  diversity programs, an environment,  health and safety (EHS) report,
                                    disclosure on company policies related to government contract bidding, and appropriate financial
                                    information on military or weapons related programs. As such, we believe that the combination of
                                    federal  regulation,  the current level of disclosure by Lockheed  Martin,  and the necessity to
                                    limit  disclosure  where it could  affect  the  company's  competitive  advantage  outweigh  the
                                    potential benefits that may be derived from this proposal.                                      

05/28/04 - A        Lowe *LOW*                              548661107                                  04/01/04                6,000
                    1       Elect Directors                               For          Split                       Mgmt             
                    1.1     Elect Director Leonard L. Berry --- For                                                                 
                                    We recommend a vote FOR the directors  with the exception of Dawn E. Hudson.  We recommend  that
                                    shareholders WITHHOLD votes from Dawn E. Hudson for poor attendance.                            
                    1.2     Elect Director Paul Fulton --- For                                                                      
                    1.3     Elect Director Dawn E. Hudson --- Withhold                                                              
                    1.4     Elect Director Marshall O. Larsen --- For                                                               
                    1.5     Elect Director Robert A. Niblock --- For                                                                
                    1.6     Elect Director Stephen F. Page --- For                                                                  
                    1.7     Elect Director O. Temple Sloan, Jr. --- For                                                             
                    1.8     Elect Director Robert L. Tillman --- For                                                                
                    2       Ratify Auditors                               For          For                         Mgmt             

04/23/04 - A        Merrill Lynch & Co., Inc. *MER*         590188108                                  02/24/04                7,000
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director David K. Newbigging --- For                                                              
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director Joseph W. Prueher --- For                                                                
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Restore or Provide for Cumulative Voting      Against      For                         ShrHoldr         
                                    In this  case,  the  company  fails  to meet  some of the  aforementioned  corporate  governance
                                    criteria.  Specifically,  the board is not  annually-elected  and  shareholders  do not have the
                                    ability to call special meetings or act by written consent.  Accordingly,  the proposal warrants
                                    shareholder support.                                                                            
                    4       Separate Chairman and CEO Positions           Against      For                         ShrHoldr         
                                    Merrill  Lynch has more than 2/3  independent  outsiders  on its board and  all-independent  key
                                    committees,  has established  governance  guidelines.  However, the company has not designated a
                                    lead director with clearly  delineated  duties.  Instead,  the company states that the executive
                                    sessions are chaired by the independent committee chairs on a rotating basis at least four times
                                    a year.  From  ISS's  viewpoint,  the  duties  of the  chairs  do not  meet  all of our  minimum
                                    requirements for a lead/rotating director. Absent an offsetting governance structure, we believe
                                    that a company of this size should be able to find two qualified  people willing to serve in the
                                    separate positions of chairman and CEO president.                                               

05/18/04 - A        Omnicare, Inc. *OCR*                    681904108                                  03/31/04                1,600
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Approve Omnibus Stock Plan                    For          For                         Mgmt             
                                    V. Vote  Recommendation  The total cost of the  company's  plans of 11.73  percent is within the
                                    allowable  cap for this company of 12.68  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      

                    3       Ratify Auditors                               For          For                         Mgmt             

04/22/04 - A        Pfizer Inc. *PFE*                       717081103                                  02/27/04               12,200
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Michael S. Brown --- For                                                                 
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director M. Anthony Burns --- For                                                                 
                    1.3     Elect Director Robert N. Burt --- For                                                                   
                    1.4     Elect Director W. Don Cornwell --- For                                                                  
                    1.5     Elect Director William H. Gray III --- For                                                              
                    1.6     Elect Director Constance J. Horner --- For                                                              
                    1.7     Elect Director William R. Howell --- For                                                                
                    1.8     Elect Director Stanley O. Ikenberry --- For                                                             
                    1.9     Elect Director George A. Lorch --- For                                                                  
                    1.10    Elect Director Henry A. Mckinnell --- For                                                               
                    1.11    Elect Director Dana G. Mead --- For                                                                     
                    1.12    Elect Director Franklin D. Raines --- For                                                               
                    1.13    Elect Director Ruth J. Simmons --- For                                                                  
                    1.14    Elect Director William C. Steere, Jr. --- For                                                           
                    1.15    Elect Director Jean-Paul Valles --- For                                                                 
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Approve Omnibus Stock Plan                    For          For                         Mgmt             
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 4.88  percent is within the
                                    allowable  cap for this  company of 6.79  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                    4       Report on Operational Impact of HIV/AIDS,     Against      Against                     ShrHoldr         
                            TB, and Malaria Pandemic                                                                                
                                    In this case, we believe that the company has taken certain  actions to help address the affects
                                    of this healthcare crisis in emerging markets.  These actions are similar in nature and scope to
                                    those taken by industry peers and competitors,  and represent an  acknowledgement  of the effect
                                    that the HIV/AIDS,  TB, and malaria pandemic could have on company  strategy and operations.  As
                                    such,  when  considering  the scope of Pfizer's  initiatives  to address this crisis and current
                                    level of disclosure,  we do not believe that the report  requested in this proposal will provide
                                    information  to  shareholders  commensurate  with the  potential  difficulties  and  expenses of
                                    preparing the report.  Therefore,  we do not recommend shareholder support for the resolution at
                                    this time.                                                                                      
                    5       Cease Political Contributions/Activities      Against      Against                     ShrHoldr         
                                    Interaction  between  corporate America and the political process has been a topic of debate for
                                    several  years.  Increasing  scrutiny  during  and  election  year and in the wake of  corporate
                                    scandals  has led to a surge in  shareholder  activism  on  issues of  political  contributions.
                                    Opponents of corporate political contributions argue that companies spending scarce resources on
                                    expensive  lobbying efforts and donating to PACs would be better off investing that money on new
                                    procedures that will better position the company to deal with the coming  regulations or improve
                                    its operations.  Conversely, corporate responses tend to suggest that company involvement in the
                                    political  process can be beneficial to the business  interests of the company and,  ultimately,
                                    shareholder value.                                                                              
                                    When  reviewing  requests for proposals on political  contributions,  ISS takes into account the
                                    scope and nature of the  request,  the  company's  adherence to laws and  regulations  governing
                                    political  contributions,  and company policies and additional disclosure on such contributions.
                                    In this case,  the proponent has requested  that the company  completely  refrain from political
                                    contributions  without providing a business case for the resolution.  Moreover, we note that the
                                    company complies with all appropriate state and federal laws regarding  campaign  contributions.
                                    Therefore,  based on the level of government  oversight on political  contributions  and lack of
                                    supporting  information for this proposal,  ISS recommends that  shareholders  vote against this
                                    item.                                                                                           
                    6       Report on Political Contributions/Activities  Against      Against                     ShrHoldr         
                                    When  reviewing  requests for proposals on political  contributions,  ISS takes into account the
                                    scope and nature of the  request,  the  company's  adherence to laws and  regulations  governing
                                    political  contributions,  and company policies and additional disclosure on such contributions.
                                    In the case of Pfizer,  we note that the  company  follows  all state and local  laws  regarding
                                    contributions to political  candidates or organizations.  Additionally,  interested  parties can
                                    view information on the company's political contributions and donations on a report published at
                                    the end of each election cycle.  Finally,  the scope and nature of the information  requested in
                                    this proposal may not be substantially  different from data currently  available and could prove
                                    costly and difficult for the company to publish in a formal report.  As such, it does not appear
                                    that preparing and  publicizing  such reports in the manner  requested by the proponent would be
                                    the most effective use of shareholder funds.                                                    
                    7       Establish Term Limits for Directors           Against      Against                     ShrHoldr         
                                    Under an effective  corporate  governance  system,  shareholders have the right to express their
                                    preferences  each year by voting on  directors at the annual  meeting.  Thus,  shareholders  can
                                    remove or reelect directors as they see fit.                                                    
                    8       Report on Drug Pricing                        Against      Against                     ShrHoldr         
                                    When  evaluating  drug-pricing  proposals,  ISS  considers  the  economic  benefits of providing
                                    subsidized  drugs  (e.g.,  public  goodwill)  against  the  potential  costs in terms of reduced
                                    profits,  lower R&D spending, and harm to competitiveness.  Additionally,  the company's current
                                    policies are taken into  account,  including  any existing  subsidy or donor  programs that make
                                    life-saving  pharmaceuticals more accessible to financially needy patients. Finally, we consider
                                    the degree to which  peer  companies  have  implemented  price  restraints.  Specifically,  this
                                    proposal  calls for the  company to limit  price  increases  to a level below that of the annual
                                    inflation rate, and report to shareholders on these  initiatives.  While ISS generally  supports
                                    increased  disclosure that may help shareholders better evaluate their investment,  the cost and
                                    difficulty in generating this  information  should be offset by benefits gained from the report.
                                    In this case, we also note that the structure of the proposal  includes  commitment to a pricing
                                    policy along with the report.  Pfizer has implemented  several  programs to assist in increasing
                                    accessibility to their products for the financially  needy.  Additionally,  the company provides
                                    information on these discount, subsidy, and assistance programs in its public filings and on the
                                    company website. Finally, ISS agrees with the company that linking drug pricing to the inflation
                                    rate may place the company at a competitive  disadvantage  by  artificially  discounting  prices
                                    below  those of  competitors'  products  and  limiting  resources  to  invest  in  research  and
                                    development. Therefore, ISS recommends that shareholders vote against this proposal.            
                    9       Limit Awards to Executives                    Against      Against                     ShrHoldr         
                    10      Amend Animal Testing Policy                   Against      Against                     ShrHoldr         
                                    In this case,  Pfizer has developed a policy that calls for utilizing in vitro testing  wherever
                                    possible  provided it complies  with  regulations  and does not effect the analysis of treatment
                                    effectiveness or patient safety. Additionally,  in some cases alternative methods of testing may
                                    be not feasible or meet criteria  established  by the  government.  Moreover,  the level of live
                                    animal testing at Pfizer appears to be consistent with industry standards on the topic. As such,
                                    ISS does not recommend shareholder support for the resolution at this time.                     

05/13/04 - A        Pioneer Natural Resources Co. *PXD*     723787107                                  03/17/04                4,600
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Ratify Auditors                               For          For                         Mgmt             

05/13/04 - A        SLM Corp. *SLM*                         78442P106                                  03/15/04                3,600
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Approve Omnibus Stock Plan                    For          For                         Mgmt             
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 7.03  percent is within the
                                    allowable  cap for this company of 10.97  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                    3       Ratify Auditors                               For          For                         Mgmt             

04/20/04 - A        Smith International, Inc. *SII*         832110100                                  02/27/04                2,900
                    1       Elect Directors                               For          Split                       Mgmt             
                    1.1     Elect Director James R. Gibbs --- For                                                                   
                                    We recommend a vote FOR the directors  with the exception of Jerry W. Neely.  We recommend  that
                                    shareholders  WITHHOLD  votes from Jerry W. Neely for standing as an affiliated  outsider on the
                                    Audit and on the Compensation committees.                                                       
                    1.2     Elect Director Jerry W. Neely --- Withhold                                                              
                    2       Ratify Auditors                               For          For                         Mgmt             

06/17/04 - A        Staples, Inc. *SPLS*                    855030102                                  04/19/04                5,000
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Arthur M. Blank --- For                                                                  
                    1.2     Elect Director Gary L. Crittenden --- For                                                               
                    1.3     Elect Director Martin Trust --- For                                                                     
                    1.4     Elect Director Paul F. Walsh --- For                                                                    
                    2       Approve Omnibus Stock Plan                    For          For                         Mgmt             
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 7.87  percent is within the
                                    allowable  cap for this  company of 9.92  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                    3       Amend Employee Stock Purchase Plan            For          For                         Mgmt             
                                    ISS approves of this item  because the plan  complies  with Section 423 of the Internal  Revenue
                                    Code,  the number of shares  being added is  relatively  conservative,  the  offering  period is
                                    reasonable, and there are limitations on participation.                                         
                    4       Amend Employee Stock Purchase Plan            For          For                         Mgmt             
                                    ISS approves of this item because the number of shares being added is  relatively  conservative,
                                    the offering period is reasonable, and there are limitations on participation.                  
                    5       Ratify Auditors                               For          For                         Mgmt             
                    6       Submit Shareholder Rights Plan (Poison        Against      Against                     ShrHoldr         
                            Pill) to Shareholder Vote                                                                               
                                    Conclusion  Given that the plan has already  expired,  and that the board has  determined not to
                                    renew the plan, this proposal has become moot.  Therefore,  we recommend that  shareholders vote
                                    against this item.                                                                              
                    7       Submit Shareholder Rights Plan (Poison        Against      For                         ShrHoldr         
                            Pill) to Shareholder Vote                                                                               
                                    Conclusion  Because  poison pills greatly alter the balance of power  between  shareholders  and
                                    management,  shareholders should be allowed to make their own evaluation of such plans. Ideally,
                                    a pill should include a two- to three-year sunset provision, a reasonable flip-in (20 percent or
                                    higher),  and a  chewable  feature  allowing  shareholders  to redeem the pill in the event of a
                                    takeover offer.                                                                                 
                    8       Limit Executive Compensation                  Against      Against                     ShrHoldr         
                                    Conclusion ISS policy is to recommend voting against  proposals that seek to set absolute levels
                                    on compensation or otherwise dictate the amount or form of compensation.                        
                    9       Prohibit Auditor from Providing Non-Audit     Against      Against                     ShrHoldr         
                            Services                                                                                                
                                    Conclusion In this case, the company states that the Audit Committee  pre-approves  all services
                                    by Ernst & young  LLP,  the  company's  independent  auditors  in  compliance  with the rules of
                                    Sarbanes-Oxley  Act. Also,  the aggregate fees paid for 'tax services' and 'other  services' are
                                    less than the aggregate fees paid for 'audit services' and 'audit-related services'.  Therefore,
                                    we believe this proposal does not warrant shareholder support.                                  

04/20/04 - A        Stryker Corp. *SYK*                     863667101                                  02/27/04                1,600
                    1       Elect Directors                               For          Split                       Mgmt             
                    1.1     Elect Director John W. Brown --- For                                                                    
                                    We recommend a vote FOR the  directors  with the  exceptions of  affiliated  outsiders  Ronda E.
                                    Stryker and Donald M. Engelman,  Ph.D. We recommend that shareholders  WITHHOLD votes from Ronda
                                    E. Stryker for standing as an affiliated outsider on the compensation and nominating  committees
                                    and from Donald M.  Engelman,  Ph.D.  for standing as  affiliated  outsiders  on the  nominating
                                    committee.                                                                                      
                    1.2     Elect Director Howard E. Cox, Jr. --- For                                                               
                    1.3     Elect Director Donald M. Engelman, Ph.D. --- Withhold                                                   
                    1.4     Elect Director Jerome H. Grossman, M.D. --- For                                                         
                    1.5     Elect Director John S. Lillard --- For                                                                  
                    1.6     Elect Director William U. Parfet --- For                                                                
                    1.7     Elect Director Ronda E. Stryker --- Withhold                                                            
                    2       Increase Authorized Common Stock              For          For                         Mgmt             

04/08/04 - A        T. Rowe Price Group, Inc. *TROW*        74144T108                                  02/06/04                3,000
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Edward C. Bernard --- For                                                                
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director James T. Brady --- For                                                                   
                    1.3     Elect Director D. William J. Garrett --- For                                                            
                    1.4     Elect Director Donald B. Hebb, Jr. --- For                                                              
                    1.5     Elect Director James A.C. Kennedy --- For                                                               
                    1.6     Elect Director James S. Riepe --- For                                                                   
                    1.7     Elect Director George A. Roche --- For                                                                  
                    1.8     Elect Director Brian C. Rogers --- For                                                                  
                    1.9     Elect Director Dr. Alfred Sommer --- For                                                                
                    1.10    Elect Director Dwight S. Taylor --- For                                                                 
                    1.11    Elect Director Anne Marie Whittemore --- For                                                            
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Approve Omnibus Stock Plan                    For          For                         Mgmt             
                                    V. Vote  Recommendation  ISS met with T. Rowe Price  management to discuss T. Rowe Price's stock
                                    compensation  plan.  Management  representatives  included George Roche, James Riepe and William
                                    Stromberg, Chairman & President, Vice Chairman and Director of Equity Research, respectively. T.
                                    Rowe Price views the stock  option  program as an  important  part of its ability to attract and
                                    retain its  professional  staff. T. Rowe Price management  believes  strongly that stock options
                                    best directly align the interests of employees and shareholders. The maintenance of a consistent
                                    option  program  permits the company to invest in its employees and tie them in to the long term
                                    success of the firm.  The company has,  therefore,  placed a greater  emphasis on this incentive
                                    program than on cash or other forms of  long-term  incentives  used by many of its  competitors.
                                    Furthermore,  the company  provides  longer than normal option term vesting at 20% annually over
                                    five years. The stock option program has incentivized and retained  employees.  According to the
                                    company, the average tenure of portfolio managers and analysts is 12 years. As such, the company
                                    has built up a considerable  amount of outstanding stock options.  The company views the outcome
                                    favorably due to the firm's success and long tenured staff.  T. Rowe Price also  emphasized that
                                    equity awards to the top five  executives have been modest with an average of about 4 percent of
                                    total shares awarded in the past three years.  Some of the executive  awards were reload options
                                    too.  Moreover,  the company does not offer Supplemental  Executive  Retirement Plans (SERPs) or
                                    defined pension plans. Therefore,  the company does not have any hidden liabilities.  Beneficial
                                    ownership of  executives  and  directors  is about 14 percent as of the record  date.  The total
                                    direct compensation of the top five named executives does not appear to be excessive in light of
                                    the  company's  stock price  performance.  While ISS  recognizes  T. Rowe  Price's  compensation
                                    methodology for retaining employees,  ISS primarily evaluates stock-based incentive proposals by
                                    analyzing the economic costs and the dilutive impact on shareholders. Since T. Rowe Price uses a
                                    higher level of equity in its  compensation  to employees to offset the lower cash  compensation
                                    and other forms of long-term incentives,  there are higher levels of economic costs and dilution
                                    associated with it.  Therefore,  the cost for the 2004 Stock Incentive Plan is 13.30 percent and
                                    has exceeded the allowable cap of 6.20 percent.  As such, ISS considers the cost of the proposed
                                    plan to be high and we recommend voting AGAINST it.                                             
                    4       Other Business                                For          Against                     Mgmt             
                                    As we cannot know the content of these issues,  we do not recommend  that  shareholders  approve
                                    this request.                                                                                   

04/15/04 - A        Texas Instruments Inc. *TXN*            882508104                                  02/17/04                8,200
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Expense Stock Options                         Against      For                         ShrHoldr         
                                    In the  absence of an  accepted  methodology  with which to value the  contingent  cost of stock
                                    options,  companies that have  voluntarily  expensed stock options have had flexibility in their
                                    selection of a specific valuation methodology.  Opponents of option expensing argue that options
                                    are difficult to value and expensing  options could add complexity and decrease  transparency in
                                    financial  reporting.  However,  given the fact  that  stock  options  have  become an  integral
                                    component of compensation,  their value cannot be ignored and treated as "no-cost" compensation.
                                    We believe that stock options should be expensed along with other forms of  compensation.  Given
                                    that (1) many  companies use stock options as a significant  component of overall  compensation,
                                    (2) the exercise of options  result in a transfer of shareholder  value,  and (3) the contingent
                                    cost of options  reduces  earnings,  we believe that options  should be expensed  along with all
                                    other forms of compensation to better reflect the company's true earnings and provide additional
                                    discipline against overuse.                                                                     

04/27/04 - A        The Chubb Corp. *CB*                    171232101                                  03/08/04                2,200
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Zoe Baird --- For                                                                        
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director Sheila P. Burke --- For                                                                  
                    1.3     Elect Director James I. Cash, Jr. --- For                                                               
                    1.4     Elect Director Joel J. Cohen --- For                                                                    
                    1.5     Elect Director James M. Cornelius --- For                                                               
                    1.6     Elect Director John D. Finnegan --- For                                                                 
                    1.7     Elect Director David H. Hoag --- For                                                                    
                    1.8     Elect Director Klaus J. Mangold --- For                                                                 
                    1.9     Elect Director Sir David G. Scholey, CBE --- For                                                        
                    1.10    Elect Director Raymond G. H. Seitz --- For                                                              
                    1.11    Elect Director Lawrence M. Small --- For                                                                
                    1.12    Elect Director Daniel E. Somers --- For                                                                 
                    1.13    Elect Director Karen Hastie Williams --- For                                                            
                    1.14    Elect Director James M. Zimmerman --- For                                                               
                    1.15    Elect Director Alfred W. Zollar --- For                                                                 
                    2       Approve Omnibus Stock Plan                    For          For                         Mgmt             
                                    V. Vote RecommendationThe total cost of this plan is 7.61 percent, which is within the allowable
                                    cap for this company of 9.78 percent. Additionally, this plan expressly forbids repricing.      
                    3       Approve Non-Employee Director Omnibus Stock   For          For                         Mgmt             
                            Plan                                                                                                    
                                    VI. Vote  Recommendation  The total cost of the  company's  plans of 4.36  percent is within the
                                    allowable  cap for this  company of 9.78  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                    4       Ratify Auditors                               For          For                         Mgmt             
                    5       Report on Political Contributions/Activities  Against      Against                     ShrHoldr         
                                    When  reviewing  requests for proposals on political  contributions,  ISS takes into account the
                                    scope and nature of the  request,  the  company's  adherence to laws and  regulations  governing
                                    political  contributions,  and company policies and additional disclosure on such contributions.
                                    In the case of Chubb,  we note that the  company  follows  all  state and local  laws  regarding
                                    contributions to political candidates or organizations.  Furthermore, the extensive scope of the
                                    reports requested in this proposal may not be substantially different from information currently
                                    available and could prove costly or difficult to gather and publish in a formal report. As such,
                                    it does not appear that preparing and  publicizing  such reports in the manner  requested by the
                                    proponent would be the most effective use of shareholder funds.                                 

06/01/04 - A        The TJX Companies, Inc. *TJX*           872540109                                  04/12/04               13,800
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Amend Omnibus Stock Plan                      For          For                         Mgmt             
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 7.62  percent is within the
                                    allowable  cap for this  company of 9.59  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                    3       Implement ILO Based Code of Conduct           Against      Against                     ShrHoldr         
                                    Conclusion In the case of TJX, the company already has a vendor code that is publicly  available
                                    on the Internet.  While this code does not reference the right to bargain collectively,  it does
                                    expressly forbid forced labor, child labor, and discrimination;  addresses fair wages and safety
                                    of the workplace and environment;  and provides for freedom of association. We do note that some
                                    of the company's vendors have been involved in some recent  controversies.  However, the company
                                    already uses third-party firms to monitor the compliance by vendors with the company's standards
                                    and therefore complies with the independent monitoring request of this proposal.  Given that the
                                    company already has a policy in place that addresses many of the key principles  outlined in the
                                    ILO  principles and uses  independent  firms for  monitoring  factories,  we do not believe that
                                    support of this proposal is warranted at this time.                                             
                    4       Report on Vendor Standards                    Against      Against                     ShrHoldr         
                                    Conclusion  Generally,  ISS supports requests for increased  disclosure on matters that may help
                                    shareholders  better  evaluate the risks and  opportunities  associated  with their  investment.
                                    However,  such the value of such  information must be weighed against the time and cost required
                                    to  prepare  the  report,  the  impact  that  increased  disclosure  may  have on the  company's
                                    operations,  and existing information that may be similar to that requested by the proposal.  In
                                    this case,  ISS notes  that the  company  already  publicly  discloses  it  policies  for import
                                    suppliers and vendors,  a vendors' code of conduct,  and  information  on compliance  review and
                                    audit  procedures.  Additionally,  the  company  utilizes  a third  party  monitor  to assist in
                                    evaluating  compliance.  Therefore,  considering the steps that the company has taken to address
                                    vendor compliance issues, ISS believes that TJX substantially  addresses the issues set forth by
                                    this  proposal,  and believes that further  reporting and related  actions may be duplicative of
                                    current initiatives. As such, we do not recommend shareholder support for this resolution.      
                    5       Declassify the Board of Directors             Against      For                         ShrHoldr         
                                    Conclusion The ability to elect  directors is the single most  important use of the  shareholder
                                    franchise,  and all directors  should be accountable on an annual basis. A classified  board can
                                    entrench  management  and  effectively  preclude  most takeover  bids or proxy  contests.  Board
                                    classification  forces dissidents and would-be  acquirers to negotiate with the incumbent board,
                                    which has the authority to decide on offers without a shareholder vote.                         

05/20/04 - A        Tiffany & Co. *TIF*                     886547108                                  03/25/04                3,300
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Michael J. Kowalski --- For                                                              
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director Rose Marie Bravo --- For                                                                 
                    1.3     Elect Director William R. Chaney --- For                                                                
                    1.4     Elect Director Samuel L. Hayes III --- For                                                              
                    1.5     Elect Director Abby F. Kohnstamm --- For                                                                
                    1.6     Elect Director Charles K. Marquis --- For                                                               
                    1.7     Elect Director J. Thomas Presby --- For                                                                 
                    1.8     Elect Director James E. Quinn --- For                                                                   
                    1.9     Elect Director William A. Shutzer --- For                                                               
                    2       Ratify Auditors                               For          For                         Mgmt             

06/04/04 - A        Wal-Mart Stores, Inc. *WMT*             931142103                                  04/05/04                4,100
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director James W. Breyer --- For                                                                  
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director M. Michele Burns --- For                                                                 
                    1.3     Elect Director Thomas M. Coughlin --- For                                                               
                    1.4     Elect Director David D. Glass --- For                                                                   
                    1.5     Elect Director Roland A. Hernandez --- For                                                              
                    1.6     Elect Director Dawn G. Lepore --- For                                                                   
                    1.7     Elect Director John D. Opie --- For                                                                     
                    1.8     Elect Director J. Paul Reason --- For                                                                   
                    1.9     Elect Director H. Lee Scott, Jr. --- For                                                                
                    1.10    Elect Director Jack C. Shewmaker --- For                                                                
                    1.11    Elect Director Jose H. Villarreal --- For                                                               
                    1.12    Elect Director John T. Walton --- For                                                                   
                    1.13    Elect Director S. Robson Walton --- For                                                                 
                    1.14    Elect Director Christopher J. Williams --- For                                                          
                    2       Approve Stock Option Plan                     For          For                         Mgmt             
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 2.98  percent is within the
                                    allowable cap for this company of 5.69 percent.                                                 
                    3       Approve Stock Option Plan                     For          For                         Mgmt             
                                    Sharesave  plans  enable  employees  to become  shareholders,  which  gives  them a stake in the
                                    company's growth. However, such plans are beneficial only when they are well balanced and in the
                                    best interests of all shareholders. ISS approves of this plan because the number of shares being
                                    allowed under the plan is reasonable and the plan is broad based.                               
                    4       Amend Employee Stock Purchase Plan            For          For                         Mgmt             
                                    ISS  approves  of this  item  because:  (1) the  number  of  shares  being  added is  relatively
                                    conservative,  (2) the company's matching contribution is reasonable, and (3) there is no voting
                                    power dilution associated with the plan.                                                        
                    5       Ratify Auditors                               For          For                         Mgmt             
                    6       Separate Chairman and CEO Positions           Against      For                         ShrHoldr         
                                    Absent an offsetting governance structure, we believe that a company of this size should be able
                                    to find a qualified independent director willing to serve as chairman.                          
                    7       Prepare Sustainability Report                 Against      For                         ShrHoldr         
                    8       Report on Stock Option Distribution by Race   Against      For                         ShrHoldr         
                            and Gender                                                                                              
                    9       Report on Genetically Modified Organisms      Against      Against                     ShrHoldr         
                            (GMO)                                                                                                   
                    10      Prepare Diversity Report                      Against      For                         ShrHoldr         
                                    As employment diversity issues can impact corporate reputation, we believe that such information
                                    should be made available to shareholders of the company.                                        
                    11      Submit Executive Compensation to Vote         Against      For                         ShrHoldr         
                                    We acknowledge the tax benefits arising from deferring executive  compensation.  However, paying
                                    above-market  interest rates on deferred  compensation  is not "best practice" and results in an
                                    additional  expense to  shareholders.  According to an Executive  Benefits Survey (2003 Results)
                                    published by Clark Consulting,  only seven percent of the 227 participating companies provided a
                                    bonus rate above their base  earnings  rate. In addition,  the  increment  formula for long term
                                    participating in the plan is unique and quite generous. We believe shareholders may benefit from
                                    having the  opportunity  to make their own  evaluation  of the deferred  compensation  packages,
                                    especially when such plans contain unique features beyond best practice.                        

04/27/04 - A        Wells Fargo & Company *WFC*             949746101                                  03/09/04                3,200
                    1       Elect Directors                               For          Split                       Mgmt             
                    1.1     Elect Director J.A. Blanchard III --- For                                                               
                                    We recommend a vote FOR the directors  with the  exceptions of affiliated  outsiders  Michael W.
                                    Wright,  Judith M. Runstad,  and Donald B. Rice. We recommend that  shareholders  WITHHOLD votes
                                    from Judith M. Runstad for standing as an affiliated outsider on the Audit Committee, Michael W.
                                    Wright and Donald B. Rice for  standing  as  affiliated  outsiders  on the Human  Resources  and
                                    Governance & Nominating committees.                                                             
                    1.2     Elect Director Susan E. Engel --- For                                                                   
                    1.3     Elect Director Enrique Hernandez, Jr. --- For                                                           
                    1.4     Elect Director Robert L. Joss --- For                                                                   
                    1.5     Elect Director Reatha Clark King --- For                                                                
                    1.6     Elect Director Richard M. Kovacevich --- For                                                            
                    1.7     Elect Director Richard D. McCormick --- For                                                             
                    1.8     Elect Director Cynthia H. Milligan --- For                                                              
                    1.9     Elect Director Philip J. Quigley --- For                                                                
                    1.10    Elect Director Donald B. Rice --- Withhold                                                              
                    1.11    Elect Director Judith M. Runstad --- Withhold                                                           
                    1.12    Elect Director Stephen W. Sanger --- For                                                                
                    1.13    Elect Director Susan G. Swenson --- For                                                                 
                    1.14    Elect Director Michael W. Wright --- Withhold                                                           
                    2       Approve Retirement Plan                       For          For                         Mgmt             
                                    This proposal  would allow  employees  receive a reasonable  matching  contribution  in stock on
                                    compensation  that would have not been eligible for a match under the regular  401(k) because of
                                    Code limitations or deferrals.  Furthermore, the dilution arising from stock issuance under this
                                    plan is minimal. As such, we recommend a vote for this benefit plan.                            
                    3       Ratify Auditors                               For          For                         Mgmt             
                    4       Expense Stock Options                         Against      For                         ShrHoldr         
                                    However,  given the fact that stock options have become an integral  component of  compensation,
                                    their value  cannot be ignored  and treated as  "no-cost"  compensation.  We believe  that stock
                                    options should be expensed along with other forms of compensation. Given that (1) many companies
                                    use stock  options as a  significant  component  of overall  compensation,  (2) the  exercise of
                                    options  result in a transfer  of  shareholder  value,  and (3) the  contingent  cost of options
                                    reduces  earnings,  we believe  that  options  should be  expensed  along  with  other  forms of
                                    compensation  to better  reflect the company's true earnings and provide  additional  discipline
                                    against overuse. Moreover, this proposal received majority support at last year's meeting.      
                    5       Limit Executive Compensation                  Against      Against                     ShrHoldr         
                                    While we do like  some of the  elements  of the  restricted  stock  proposal,  such as  granting
                                    restricted  stock based on achievement  of performance  criteria and disclosure of actual hurdle
                                    rates for the performance  criteria,  we believe the proposal is restrictive given the fact that
                                    the proponent asks for a complete substitution of options with restricted stock.                
                    6       Link Executive Compensation to Social Issues  Against      Against                     ShrHoldr         
                                    In view of the company's  controversies  regarding predatory lending practices,  we believe that
                                    this shareholder proposal warrants careful consideration, but should be considered alongside the
                                    company's current policies regarding the issue. Based on the company's disclosure of policies to
                                    address concerns of predatory lending, the independence of the compensation  committee,  and the
                                    absence of controversy  surrounding  current executive  compensation we do not believe that this
                                    review and a subsequent report are necessary at this time.                                      
                    7       Report on Political Contributions/Activities  Against      Against                     ShrHoldr         
                                    When  reviewing  requests for proposals on political  contributions,  ISS takes into account the
                                    scope and nature of the  request,  the  company's  adherence to laws and  regulations  governing
                                    political  contributions,  and company policies and additional disclosure on such contributions.
                                    In the case of Wells Fargo,  we note that the company  complies with federal,  state,  and local
                                    laws regarding contributions to political candidates or organizations. Additionally, the company
                                    has  instituted  and  published  a policy that does not  authorize  corporate  contributions  to
                                    political candidates or related entities.  While ISS notes that the company amended its reply to
                                    this proposal  based on  information  received  after the  distribution  of the proxy  statement
                                    showing corporate campaign  contributions from a subsidiary of the company,  we believe that the
                                    updated  policy for 2004 as stated on the company  website  clearly and publicly  addresses  the
                                    issue.  Finally,  the  extensive  scope of the reports  requested  in this  proposal  may not be
                                    substantially  different  from  information  currently  available  and could  prove  costly  and
                                    difficult  for the  company to  publish in a formal  report.  As such,  it does not appear  that
                                    preparing and  publicizing  such reports in the manner  requested by the proponent  would be the
                                    most effective use of shareholder funds.                                                        

05/10/04 - A        Zimmer Holdings Inc *ZMH*               98956P102                                  03/15/04                2,452
                    1       Elect Directors                               For          Withhold                    Mgmt             
                    1.1     Elect Director Larry C. Glasscock ---                                                                   
                            Withhold                                                                                                
                                    ISS Conclusion: We recommend that shareholders WITHHOLD votes from independent outsiders John L.
                                    McGoldrick  and Larry C. Glasscock for failure to implement the proposal to submit the company's
                                    poison pill to a shareholder vote.                                                              
                    1.2     Elect Director John L. McGoldrick ---                                                                   
                            Withhold                                                                                                
                    2       Submit Shareholder Rights Plan (Poison        Against      For                         ShrHoldr         
                            Pill) to Shareholder Vote                                                                               
                                    ISS Conclusion:  In this case, the company's pill was not approved by shareholders,  nor does it
                                    embody the features that ISS recommends.  We therefore agree with the proponent that the current
                                    pill should be put to a shareholder vote.                                                       
                    3       Ratify Auditors                               Against      For                         ShrHoldr         
                                    ISS Conclusion:  We can see no compelling  reason why the company's  shareholders  should not be
                                    given the  right to a  non-binding  ratification  of the  independent  auditor  selected  by the
                                    company's audit committee.                                                                      


N-PX
8th “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 8th
Page 1                                                                          

Mgmt Rec - Company Management Recommended Vote                                  

                                                        [Enlarge/Download Table]
                                                                                                                                    

THE BROWN CAPITAL MANAGEMENT BALANCED FUND                                                                                          
------------------------------------------                                                                                          

                                                          Vote Summary Report                                                       
                                                      Jul 01, 2003 - Sep 30, 2003                                                   

Brown Capital Balanced Fund - a218                                                                                                  

Mtg                        Company/                                            Mgmt         Vote        Record               Shares 
Date/Type                  Ballot Issues                          Security     Rec          Cast        Date                  Voted 
-------------------------- -------------------------------------- ------------ ------------ ----------- ------------ ---------------

07/29/03 - A               Airgas, Inc. *ARG*                     009363102                             06/19/03              3,380 
                           1      Elect Directors                              For          For                                     
                           1.1    Elect Director James W. Hovey --- For                                                             
                                     We recommend a vote FOR the directors.                                                         
                           1.2    Elect Director Paula A. Sneed --- For                                                             
                           1.3    Elect Director David M. Stout --- For                                                             
                           1.4    Elect Director William O. Albertini --- For                                                       
                           2      Approve Employee Stock Purchase Plan         For           For                                    
                                    ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the
                                    number of shares being reserved is relatively  conservative,  the offering period is reasonable,
                                    and there are limits on participation.                                                          
                           3      Approve Executive Incentive Bonus Plan  For                For                                    
                                    The performance  measures included under the plan are appropriate for the company given its line
                                    of business, long-term strategic objectives, and industry-specific measures for assessing market
                                    competitiveness.  Additionally, the plan is administered by a committee of independent outsiders
                                    who must certify attainment of these objective,  measurable performance goals before cash awards
                                    are paid to participants.  Moreover,  preservation of the full deductibility of all compensation
                                    paid reduces the company's corporate tax obligation. 4 Ratify Auditors For For                  

09/27/03 - A               Biomet, Inc. *BMET*                    090613100                             08/07/03              2,930 
                           1      Elect Directors                              For          For                                     
                           2      Ratify Auditors                              For          For                                     

07/18/03 - A               Dell Inc. *DELL*                       247025109                             05/23/03              2,400 
                           1      Elect Directors                              For          For                                     
                           1.1    Elect Director Michael A. Miles --- For                                                           
                                     We recommend a vote FOR the directors.                                                         
                           1.2    Elect Director Alex J. Mandl --- For                                                              
                           1.3    Elect Director Morton L. Topfer --- For                                                           
                           2      Declassify the Board of Directors            For          For                                     
                                     ISS commends  management  for  submitting  this  proposal,  which  demonstrates a commitment to
                                     shareholders' interests.                                                                       
                           3      Change Company Name                          For          For                                     
                           4      Approve Executive Incentive Bonus Plan       For          For                                     
                                     The performance measures included under the plan are appropriate for the company given its line
                                     of business,  long-term  strategic  objectives,  and  industry-specific  measures for assessing
                                     market  competitiveness.  Additionally,  the plan is administered by a committee of independent
                                     outsiders who must certify attainment of these objective,  measurable  performance goals before
                                     cash awards are paid to participants.  Moreover,  preservation of the full deductibility of all
                                     compensation paid reduces the company's corporate tax obligation.                              

07/22/03 - A               Legg Mason, Inc. *LM*                  524901105                             05/23/03              1,900 
                           1      Elect Directors                              For          Split                                   
                           1.1 Elect Director Carl Bildt --- For                                                                    
                                    We  recommend a vote FOR the  directors  with the  exception of insider  Harry M. Ford,  Jr.. We
                                    recommend that  shareholders  WITHHOLD votes from Harry M. Ford, Jr. for failure to establish an
                                    independent nominating committee.                                                               
                           1.2    Elect Director Harry M. Ford, Jr. ---  Withhold                                                   
                           1.3    Elect Director John E. Koerner, III --- For                                                       
                           1.4    Elect Director Peter F. O'Malley --- For                                                          
                           1.5    Elect Director James E. Ukrop --- For                                                             
                           1.6    Elect Director Dennis R. Beresford --- For                                                        

08/07/03 - A               Xilinx, Inc. *XLNX*                    983919101                             06/09/03              3,400 
                           1      Elect Directors                              For          For                                     
                           2      Ratify Auditors                              For          For                                     

07/22/03 - S               Zimmer Holdings Inc *ZMH*              98956P102                             06/16/03               1,682
                           1      Issue Shares in Connection with an           For          For                                     
                                  Acquisition                                                                                       
                                    CONCLUSION:  Based on the fairness opinion and the potential strategic synergies, we believe the
                                    merger agreement warrants shareholder support.                                                  

N-PX
9th “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 9th
                                                          Vote Summary Report                                                       
                                                      Oct 01, 2003 - Dec 31, 2003                                                   

Brown Capital Balanced Fund                                                                                                         

Mtg                  Company/                                              Mgmt          Vote          Record                Shares 
Date/Type            Ballot Issues                            Security     Rec           Cast          Date                   Voted 
-------------------- ---------------------------------------- ------------ ------------- ------------- ------------ ----------------

10/06/03 - S         Boston Scientific Corp. *BSX*            101137107                                08/27/03                 710 
                     1      Increase Authorized Common Stock               For           For                                        

11/11/03 - A         Cisco Systems, Inc. *CSCO*               17275R102                                09/12/03               14,640
                     1      Elect Directors                                For           For                                        
                     1.1 Elect Director Carol A. Bartz --- For                                                                      
                                We recommend a vote FOR the directors.                                                              
                     1.2    Elect Director Larry R. Carter --- For                                                                  
                     1.3    Elect Director John T. Chambers --- For                                                                 
                     1.4    Elect Director Dr. James F. Gibbons --- For                                                             
                     1.5    Elect Director Dr. John L. Hennessy --- For                                                             
                     1.6    Elect Director Roderick C. McGeary --- For                                                              
                     1.7    Elect Director James C. Morgan --- For                                                                  
                     1.8    Elect Director John P. Morgridge --- For                                                                
                     1.9    Elect Director Donald T. Valentine --- For                                                              
                     1.10   Elect Director Steven M. West --- For                                                                   
                     1.11   Elect Director Jerry Yang --- For                                                                       
                     2      Amend  Employee Stock Purchase Plan            For           For                                        
                                    ISS approves of this item  because the plan  complies  with Section 423 of the Internal  Revenue
                                    Code,  the number of shares  being added is  relatively  conservative,  the  offering  period is
                                    reasonable, and there are limitations on participation.                                         
                     3      Ratify Auditors                                For           For                                        
                            Shareholder Proposals                                                                                   
                     4      Report on Company Products Used by the         Against       Against                                    
                            Government to Monitor the Internet                                                                      
                                    ISS generally  supports  proposals  that seek to provide  shareholders  with greater  disclosure
                                    regarding the risks associated with their  investment.  In this case, we believe that generating
                                    such a report could be time consuming and costly to the company  without  providing  significant
                                    value to  shareholders.  The products  provided by the company are similar to those  provided by
                                    peers and competitors in the technology  industry.  As such, requiring disclosure that may cause
                                    the company to break contractual  obligations or require burdensome  research on behalf of third
                                    party resellers could place the company at a competitive  disadvantage and may negatively affect
                                    shareholder  value.  Since the  proposed  resolution  may result in  substantial  costs and time
                                    expenditures to the company and may not provide useful  information to  shareholders,  we do not
                                    support this proposal.                                                                          
                     5      Report on Pay Disparity                        Against       Against                                    
                                    When reviewing requests for reports on executive compensation,  ISS takes into consideration the
                                    scope of the requested report, the company's internal  procedures for determining  compensation,
                                    and the company's historical  compensation practices. As with all report requests, ISS carefully
                                    weighs the potential  usefulness of the requested  report against the costs of  preparation  and
                                    whether the report would be duplicative of existing disclosure. In the case of this proposal, we
                                    note that the proponents are  specifically  asking for a comparison of the  compensation  of the
                                    company's top executives with that of its lowest compensated  workers on a worldwide basis and a
                                    report on any recommendations  regarding changing the current level of executive pay. Though the
                                    disparity between the pay levels of entry-level and executive employees has undoubtedly grown at
                                    many U.S.  companies  over the past few decades,  we note that it is unlikely that the requested
                                    report would produce a meaningful gauge for  shareholders of whether the company's  compensation
                                    policies and pay levels are  appropriate  and effective  for  employees at the senior  executive
                                    level.  While we understand the  proponents'  concerns with escalating CEO pay, we note that the
                                    Compensation and Management Development Committee is composed entirely of independent directors.
                                    Based on our concerns  regarding the scope of the proposal,  the  independence  of the company's
                                    compensation  committee,  we do not believe that preparation of the requested report would yield
                                    meaningful  information  to  shareholders  regarding  the  efficacy of the  company's  executive
                                    compensation policies and practices.                                                            

10/30/03 - A         Intuit, Inc. *INTU*                      461202103                                09/02/03               3,730 
                     1      Elect Directors                                For           For                                        
                     1.1    Elect Director Stephen M. Bennett --- For                                                               
                                We recommend a vote FOR the directors.                                                              
                     1.2    Elect Director Christopher W. Brody --- For                                                             
                     1.3    Elect Director William V. Campbell --- For                                                              
                     1.4    Elect Director Scott D. Cook --- For                                                                    
                     1.5    Elect Director L. John Doerr --- For                                                                    
                     1.6    Elect Director Donna L. Dubinsky --- For                                                                
                     1.7    Elect Director Michael R. Hallman --- For                                                               
                     1.8    Elect Director Stratton D. Sclavos --- For                                                              
                     2      Amend Employee Stock Purchase Plan             For           For                                        
                                    ISS approves of this item  because the plan  complies  with Section 423 of the Internal  Revenue
                                    Code,  the number of shares  being added is  relatively  conservative,  the  offering  period is
                                    reasonable, and there are limitations on participation.                                         
                     3      Ratify Auditors                                For           For                                        

11/04/03 - A         King Pharmaceuticals Inc. *KG*           495582108                                09/05/03               4,350 
                     1      Elect Directors                                For           For                                        
                     2      Ratify Auditors                                For           For                                        

11/11/03 - A         Microsoft Corp. *MSFT*                   594918104                                09/12/03              12,420 
                     1      Elect Directors                                For           Split                                      
                     1.1    Elect Director William H. Gates, III --- For                                                            
                                    We recommend a vote FOR the directors  with the exception of Jon A. Shirley.  We recommend  that
                                    shareholders  WITHHOLD  votes from Jon A. Shirley for standing as an affiliated  outsider on the
                                    Audit Committee.                                                                                
                     1.2    Elect Director Steven A. Ballmer --- For                                                                
                     1.3    Elect Director James I. Cash, Jr., Ph.D. --- For                                                        
                     1.4    Elect Director Raymond V. Gilmartin --- For                                                             
                     1.5    Elect Director Ann McLaughlin Korologos --- For                                                         
                     1.6    Elect Director David F. Marquardt --- For                                                               
                     1.7    Elect Director Charles H. Noski --- For                                                                 
                     1.8    Elect Director Dr. Helmut Panke --- For                                                                 
                     1.9    Elect Director Wm. G. Reed, Jr. --- For                                                                 
                     1.10   Elect Director Jon A. Shirley --- Withhold                                                              
                     2          Amend Omnibus Stock Plan                   For           For                                        
                                    Please see the section below entitled 'Multiple Plan Notes' for a further discussion of this and
                                    other plans. Vote Recommendation The total cost of the company's plans of 9.34 percent is within
                                    the allowable cap for this company of 10.50 percent.  Additionally,  this plan expressly forbids
                                    repricing. In conjunction with the change in compensation practices discussed under the proposed
                                    amendments to this plan,  Microsoft  recently announced a transaction with JP Morgan to transfer
                                    underwater  employee stock options for cash. This proposed  transaction has not yet received SEC
                                    approval and is not being  submitted for shareholder  approval at the annual meeting.  Under the
                                    potentially trend setting transaction, Microsoft employees can elect to transfer options with an
                                    exercise price of $33 or above for a cash payment.  The stock option transfer  program allows up
                                    to 624 million common shares to be offered and sold by JP Morgan,  and the terms for most of the
                                    transferred  options would be reduced to 36 months.  Microsoft will pay the proceeds received on
                                    the purchase  price of the options from JP Morgan to employees.  ISS would like to see the stock
                                    option  transfer  program put to  shareholder  vote.  The options  subject to the transfer would
                                    represent  approximately 40 percent of current options outstanding and approximately six percent
                                    of total shares  outstanding as of Sept.  12, 2003. ISS believes that the stock option  transfer
                                    program  represents an alternative to repricing  underwater  stock  options,  and  constitutes a
                                    significant  amendment to the company's stock compensation  program. The option transfer program
                                    changes  the  initial  intent and design of stock  option  awards and the payout  realizable  by
                                    employees.  The program modifies the risk  characteristics  of the option awards  post-issuance,
                                    which has an economic impact on shareholder  value. By exchanging  underwater  stock options for
                                    cash,  the program  would  ensure  protection  of income to employees  that is not  available to
                                    shareholders at large. In view of these factors, it is important that shareholders  evaluate the
                                    option transfer program and its merits.  While ISS commends  Microsoft for proposing to decrease
                                    the  maximum  number of shares  issuable  under the stock plan by 100 million  shares,  ISS will
                                    continue to include the  transferred  options in the overhang as part of the  compensation  plan
                                    analysis  assuming that the  transaction  with JP Morgan is approved by the SEC. Even though the
                                    transferred  options would no longer be available for future grant under the program,  ISS still
                                    considers  the  transferred  options  as part of the  economic  costs  and  dilutive  impact  to
                                    shareholders in our analysis of the stock plan proposals.  ISS will follow further  developments
                                    on the option transfer program.  Moreover, ISS will consider recommending withholding votes from
                                    the directors at the next annual meeting if the stock option  transfer  program is not submitted
                                    for shareholder approval.                                                                       
                     3          Amend Non-Employee  Director Stock         For           For                                        
                                    Option  Plan  Multiple  Plan  Notes:  The  combined  shareholder  value  transfer  for all plans
                                    considered  is 9.34  percent.  The  aggregate  value of all the  proposals  does not  exceed the
                                    company's allowable shareholder value transfer cap of 10.50 percent.  However, ISS supports only
                                    those plans that  provide,  in  aggregate,  the  greatest  shareholder  value  transfer  without
                                    exceeding the allowable cap and that do not violate repricing  guidelines.  Vote  Recommendation
                                    The total cost of the  company's  plans of 9.34  percent is within  the  allowable  cap for this
                                    company of 10.50 percent.  Microsoft  recently  announced some significant  changes to its stock
                                    compensation  practices.  Specifically,  Microsoft will grant  restricted stock units instead of
                                    stock options,  provide cash for eligible outstanding underwater stock options and expense stock
                                    options  under  FAS 123  retroactively.  Microsoft  announced  a  transaction  with JP Morgan to
                                    transfer  underwater  employee  stock options for cash.  This proposed  transaction  has not yet
                                    received SEC approval and is not being submitted for shareholder approval at the annual meeting.
                                    Under the  potentially  trend  setting  transaction,  Microsoft  employees can elect to transfer
                                    options with an exercise  price of $33 or above for a cash  payment.  The stock option  transfer
                                    program  allows up to 624 million  common  shares to be offered  and sold by JP Morgan,  and the
                                    terms for most of the transferred options would be reduced to 36 months.  Microsoft will pay the
                                    proceeds  received on the purchase  price of the options from JP Morgan to employees.  ISS would
                                    like to see the stock option  transfer  program put to shareholder  vote. The options subject to
                                    the  transfer  would  represent  approximately  40 percent of current  options  outstanding  and
                                    approximately  six percent of total shares  outstanding  as of Sept. 12, 2003. ISS believes that
                                    the stock option  transfer  program  represents an  alternative  to repricing  underwater  stock
                                    options,  and constitutes a significant  amendment to the company's stock compensation  program.
                                    The option transfer program changes the initial intent and design of stock option awards and the
                                    payout  realizable by employees.  The program  modifies the risk  characteristics  of the option
                                    awards  post-issuance,  which  has an  economic  impact  on  shareholder  value.  By  exchanging
                                    underwater  stock options for cash,  the program would ensure  protection of income to employees
                                    that is not available to shareholders  at large. In view of these factors,  it is important that
                                    shareholders  evaluate the option transfer program and its merits.  While ISS commends Microsoft
                                    for  proposing to decrease  the maximum  number of shares  issuable  under the stock plan by 100
                                    million shares, ISS will continue to include the transferred  options in the overhang as part of
                                    the compensation  plan analysis  assuming that the transaction with JP Morgan is approved by the
                                    SEC. Even though the transferred options would no longer be available for future grant under the
                                    program,  ISS still considers the transferred options as part of the economic costs and dilutive
                                    impact to shareholders in our analysis of the stock plan proposals.  ISS also commends Microsoft
                                    for implementing a performance based stock award program for its executives. Actual stock awards
                                    will be based on the growth in the number and  satisfaction of their customers over a three-year
                                    period. However, additional information on the quantitative measures and the hurdle rates should
                                    be provided so that  shareholders can evaluate the  effectiveness  of the new program.  ISS will
                                    follow  further  developments  on the  option  transfer  program.  Moreover,  ISS will  consider
                                    recommending withholding votes from the directors at the next annual meeting if the stock option
                                    transfer program is not submitted for shareholder approval.                                     
                                Shareholder Proposal                                                                                
                     4          Refrain from Giving  Charitable            Against                                                  
                                Contributions                                                                                       
                                    Against  As the  company  complies  with  current  laws  and  regulations  regarding  charitable
                                    contributions,  and the refraining from making contributions runs counter to the company's goals
                                    of being a good corporate citizen, we recommend shareholders oppose this request.               

N-PX
10th “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 10th
                                                          Vote Summary Report                                                       
                                                      Jan 01, 2004 - Mar 31, 2004                                                   

Brown Capital Balanced Fund - a218                                                                                                  

Mtg                  Company/                                              Mgmt          Vote          Record                Shares 
Date/Type            Ballot Issues                            Security     Rec           Cast          Date                   Voted 
-------------------- ---------------------------------------- ------------ ------------- ------------- ------------ ----------------

03/09/04 - A         Analog Devices, Inc. *ADI*               032654105                                01/16/04               4,110 
                     1      Elect Directors                                For           For                                        
                     2      Increase Authorized Common Stock               For           For                                        
                     3      Ratify Auditors                                For           For                                        

03/24/04 - A         Applied Materials, Inc. *AMAT*           038222105                                01/30/04               4,110 
                     1      Elect Directors                                For           For                                        
                     1.1    Elect Director Michael H. Armacost --- For                                                              
                                We recommend a vote FOR the directors.                                                              
                     1.2    Elect Director Deborah A. Coleman --- For                                                               
                     1.3    Elect Director Herbert M. Dwight, Jr. --- For                                                           
                     1.4    Elect Director Philip V. Gerdine --- For                                                                
                     1.5    Elect Director Paul R. Low --- For                                                                      
                     1.6    Elect Director Dan Maydan --- For                                                                       
                     1.7    Elect Director Steven L. Miller --- For                                                                 
                     1.8    Elect Director James C. Morgan --- For                                                                  
                     1.9    Elect Director Gerhard H. Parker --- For                                                                
                     1.10   Elect Director Michael R. Splinter --- For                                                              
                     2      Amend Omnibus Stock Plan                       For           For                                        
                                    V. Vote  Recommendation  The total cost of the  company's  plans of 11.08  percent is within the
                                    allowable  cap for this company of 12.63  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      

01/29/04 - A         Costco Wholesale Corporation *COST*      22160K105                                12/05/03               2,050 
                     1      Elect Directors                                For           For                                        
                     1.1    Elect Director Benjamin S. Carson, Sr., M.D.                                                            
                            as Class II Director --- For                                                                            
                                We recommend a vote FOR the directors.                                                              
                     1.2    Elect Director Hamilton E. James as Class II Director --- For                                           
                     1.3    Elect Director Jill S. Ruckelshaus as Class II Director --- For                                         
                     1.4    Elect Director William H. Gates, II as Class II Director --- For                                        
                     1.5    Elect Director Daniel J. Evans as Class I Director --- For                                              
                            Shareholder Proposals                                                                                   
                     2      Declassify the Board of Directors              Against       For                                        
                     3      Develop Land Procurement Policy                Against       Against                                    
                                    As the  company  is in  compliance  with  applicable  laws  related  to  land  acquisition,  and
                                    considering that implementation of the proposal could be overly restrictive to the future growth
                                    of the company  through such  acquisition,  we do not recommend  support for the request at this
                                    time.                                                                                           
                            Management Proposal                                                                                     
                     4      Ratify Auditors                                For           For                                        

03/24/04 - WC        Enron Corp. *ENRNQ*                      293561AR7                                01/06/04             200,000 
                     1      FIFTH AMENDED JOINT PLAN OF AFFILIATED         For           For                                        
                            DEBTORS PURSUANT TO CHAPTER 11 OF THE                                                                   
                            BANKRUPTCY CODE.                                                                                        
                                Please note that ISS does not provide vote  recommendations for any agendas  representing  preferred
                                stockholders, warrant holders or debt holders. Therefore no analysis will be provided.              

03/23/04 - A         Fifth Third Bancorp *FITB*               316773100                                01/30/04               2,590 
                     1      Elect Directors                                For           For                                        
                     1.1    Elect Director Darryl F. Allen --- For                                                                  
                                We recommend a vote FOR the directors.                                                              
                     1.2 Elect Director Allen M. Hill --- For                                                                       
                     1.3    Elect Director Dr Mitchel D Livingston --- For                                                          
                     1.4    Elect Director Hendrik G. Meijer --- For                                                                
                     1.5    Elect Director James E. Rogers --- For                                                                  
                     2      Approve Omnibus Stock Plan                     For           For                                        
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 4.04  percent is within the
                                    allowable  cap for this  company of 5.23  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                     3      Ratify Auditors                                For           For                                        
                     4      Adopt Sexual Orientation Non-Discrimination    None          For                                        
                            Policy                                                                                                  
                                 We recommend a Vote FOR Item 4.                                                                    

02/17/04 - A         Health Management Associates, Inc.       421933102                                12/19/03               8,250 
                     *HMA*                                                                                                          
                     1      Elect Directors                                For           For                                        

03/31/04 - A         The Goldman Sachs Group, Inc. *GS*       38141G104                                02/02/04               1,700 
                     1      Elect Directors                                For           For                                        
                     2      Ratify Auditors                                For           For                                        
                     3      Declassify the Board of Directors              Against       For                                        

03/03/04 - A         The Walt Disney Company *DIS*            254687106                                01/16/04               4,910 
                     1      Elect Directors                                For           Split                                      
                     1.1 Elect Director John E. Bryson --- For                                                                      
                                    ISS recommends a vote FOR the directors with the exception of Mr. Eisner for whom we recommend a
                                    WITHHOLD vote.                                                                                  
                     1.2    Elect Director John S. Chen --- For                                                                     
                     1.3    Elect Director Michael D. Eisner --- Withhold                                                           
                     1.4    Elect Director Judith L. Estrin --- For                                                                 
                     1.5    Elect Director Robert A. Iger --- For                                                                   
                     1.6    Elect Director Aylwin B. Lewis --- For                                                                  
                     1.7    Elect Director Monica C. Lozano --- For                                                                 
                     1.8    Elect Director Robert W. Matschullat --- For                                                            
                     1.9    Elect Director George J. Mitchell --- For                                                               
                     1.10   Elect Director Leo J. O'Donovan, S.J. --- For                                                           
                     1.11   Elect Director Gary L. Wilson --- For                                                                   
                     2      Ratify Auditors                                For           For                                        
                     3      China  Principles                              Against       Against                                    
                                    Thus,  adopting and implementing the China Principles could prove both costly and difficult.  As
                                    such,  while ISS  encourages  Walt Disney to continue to evaluate its  policies  and  compliance
                                    standards for labor and human rights in China, we do not feel that  implementation  of the China
                                    Principles  would  significantly   improve  upon  the  current   International  Labor  Standards
                                    implemented by the company.                                                                     
                     4          Report on Supplier Labor Standards in China Against      For                                        
                                    While we commend Walt Disney for its code of conduct and International Labor Standards,  we note
                                    that  manufacturing  operations in China as a whole, and Walt Disney in specific,  have been the
                                    subject of ongoing  controversy  and increased  scrutiny on issues  related to labor  standards.
                                    Furthermore,  we note that Walt Disney does retain the services of external compliance monitors;
                                    however,  information on the outcome of these  compliance  reviews does not appear to be readily
                                    available.  The format of this resolution does not specifically challenge Walt Disney's policies
                                    regarding  supplier  standards;  instead,  it  requests  disclosure  on the outcome of audits or
                                    reviews on supplier  compliance  to company  policies.  Since the  information  requested by the
                                    proponents is already gathered by Walt Disney, the report should not be difficult to assemble or
                                    prohibitively expensive. Further, several companies that operate in similar markets have adopted
                                    policies that include disclosure on vendor compliance with company standards, local laws, and/or
                                    international  guidelines.  Finally,  a report addressing the issue of supplier  compliance with
                                    company policies,  local laws, and international  guidelines on labor rights issues may serve to
                                    improve Walt Disney's public image and limit the exposure to  reputational  risk associated with
                                    its operations in China.                                                                        
                     5          Report on Amusement  Park Safety           Against       Against                                    
                                    Therefore, considering the combination of the company's commitment to amusement park safety, the
                                    report published by the company on park safety in 2002, and state regulations in place regarding
                                    safety and accident  reporting,  ISS does not believe that an additional  report to shareholders
                                    would be warranted or an efficient use of company assets.                                       

N-PX
11th “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 11th
                                                          Vote Summary Report                                                       
                                                      Apr 01, 2004 - Jun 30, 2004                                                   

Brown Capital Balanced Fund - a218                                                                                                  

Mtg                 Company/                                              Mgmt         Vote            Record                Shares 
Date/Type           Ballot Issues                           Security      Rec          Cast            Date        Prpnent    Voted 
------------------- --------------------------------------- ------------- ------------ --------------- ----------- -------- --------

05/11/04 - A        Altera Corp. *ALTR*                     021441100                                  03/16/04               5,080 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director John P. Daane --- For                                                                    
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director Robert W. Reed --- For                                                                   
                    1.3     Elect Director Charles M. Clough --- For                                                                
                    1.4     Elect Director Robert J. Finocchio Jr --- For                                                           
                    1.5     Elect Director Kevin Mcgarity --- For                                                                   
                    1.6     Elect Director Paul Newhagen --- For                                                                    
                    1.7     Elect Director William E. Terry --- For                                                                 
                    1.8     Elect Director Susan Wang --- For                                                                       
                    2       Amend Stock Option Plan                       For          For                         Mgmt             
                                    V. Vote  Recommendation  The total cost of the  company's  plans of 12.23  percent is within the
                                    allowable  cap for this company of 12.66  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                    3       Amend Employee Stock Purchase Plan            For          For                         Mgmt             
                                    ISS approves of this item  because the plan  complies  with Section 423 of the Internal  Revenue
                                    Code,  the number of shares  being added is  relatively  conservative,  the  offering  period is
                                    reasonable, and there are limitations on participation.                                         
                    4       Ratify Auditors                               For          For                         Mgmt             
                    5       Approve Option Expensing                      Against      For                         ShrHoldr         
                                    ISS  supports  the  general  principle  motivating  this  non-binding  proposal.  In the wake of
                                    financial reporting problems and excessive executive compensation at companies like Enron Corp.,
                                    Worldcom Inc., and Tyco  International  Ltd., we agree with the growing investor  consensus that
                                    companies  should  expense the costs  associated  with stock  options in order to  increase  the
                                    accuracy of their financial  statements.  Although companies can choose to expense options,  the
                                    Financial  Accounting Standards Board (FASB) does not require it. Since the expensing of options
                                    lowers earnings, most companies have elected not to do so. Instead, most companies have opted to
                                    disclose  option  values only in the  footnotes  to their annual  reports.  In the absence of an
                                    accepted  methodology  with which to value the contingent cost of stock options,  companies that
                                    have  voluntarily  expensed stock options have had  flexibility in their selection of a specific
                                    valuation  methodology.  Opponents of option expensing argue that options are difficult to value
                                    and expensing  options could add complexity and decrease  transparency  in financial  reporting.
                                    However,  given the fact that stock options have become an integral  component of  compensation,
                                    their  value  cannot be ignored  and  treated  as  "no-cost"  compensation.  Given that (1) many
                                    companies use stock options as a significant component of overall compensation, (2) the exercise
                                    of options result in a transfer of  shareholder  value,  and (3) the contingent  cost of options
                                    reduces  earnings,  we believe  that  options  should be expensed  along with all other forms of
                                    compensation  to better  reflect the company's true earnings and provide  additional  discipline
                                    against overuse.                                                                                

04/26/04 - A        American Express Co. *AXP*              025816109                                  02/27/04               3,300 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Daniel F. Akerson --- For                                                                
                                    We recommend a vote FOR the  directors  with the  exception  of  affiliated  outsider  Vernon E.
                                    Jordan, Jr. We recommend that shareholders WITHHOLD votes from Vernon E. Jordan, Jr. for sitting
                                    on more than six boards.                                                                        
                    1.2     Elect Director Charlene Barshefsky --- For                                                              
                    1.3     Elect Director William G. Bowen --- For                                                                 
                    1.4     Elect Director Ursula M. Burns --- For                                                                  
                    1.5     Elect Director Kenneth I. Chenault --- For                                                              
                    1.6     Elect Director Peter R. Dolan --- For                                                                   
                    1.7     Elect Director Vernon E. Jordan, Jr. --- For                                                            
                    1.8     Elect Director Jan Leschly --- For                                                                      
                    1.9     Elect Director Richard A. McGinn --- For                                                                
                    1.10    Elect Director Edward D. Miller --- For                                                                 
                    1.11    Elect Director Frank P. Popoff --- For                                                                  
                    1.12    Elect Director Robert D. Walter --- For                                                                 
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Establish Term Limits for Directors           Against      Against                     ShrHoldr         
                                    Under an effective  corporate  governance  system,  shareholders have the right to express their
                                    preferences  each year by voting on  directors at the annual  meeting.  Thus,  shareholders  can
                                    remove or reelect directors as they see fit.                                                    
                    4       Report on Political Contributions/Activities  Against      Against                     ShrHoldr         
                                    When  reviewing  requests for proposals on political  contributions,  ISS takes into account the
                                    scope and nature of the  request,  the  company's  adherence to laws and  regulations  governing
                                    political  contributions,  and company policies and additional disclosure on such contributions.
                                    In the case of American  Express,  we note that the company  complies with federal,  state,  and
                                    local laws  regarding  contributions  to political  candidates or  organizations.  Further,  the
                                    company offers to provide  information on political  contributions to shareholders upon request.
                                    Therefore,  the scope of the  disclosure  requested in this  proposal  may not be  substantially
                                    different from information  currently available,  and may not provide any significant benefit to
                                    shareholders.  As such, it does not appear that  preparing and  publicizing  such reports in the
                                    manner requested by the proponent would be the most effective use of company assets.            

05/19/04 - A        American International Group, Inc.      026874107                                  03/26/04               4,210 
                    *AIG*                                                                                                           
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Approve Executive Incentive Bonus Plan        For          For                         Mgmt             
                                    The performance  measures included under the plan are appropriate for the company given its line
                                    of business, long-term strategic objectives, and industry-specific measures for assessing market
                                    competitiveness.  Additionally, the plan is administered by a committee of independent outsiders
                                    who must certify attainment of these objective,  measurable performance goals before cash awards
                                    are paid to participants.  Moreover,  preservation of the full deductibility of all compensation
                                    paid reduces the company's corporate tax obligation.                                            
                    3       Approve Non-Employee Director Stock Option    For          For                         Mgmt             
                            Plan                                                                                                    
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 2.17  percent is within the
                                    allowable cap for this company of 8.00 percent.                                                 
                    4       Ratify Auditors                               For          For                         Mgmt             
                    5       Report on Political Contributions/Activities  Against      Against                     ShrHoldr         
                                    When  reviewing  requests for proposals on political  contributions,  ISS takes into account the
                                    scope and nature of the  request,  the  company's  adherence to laws and  regulations  governing
                                    political  contributions,  and company policies and additional disclosure on such contributions.
                                    In the case of AIG,  we note that the  company  complies  with  state and local  laws  regarding
                                    contributions  to political  candidates or  organizations.  Further,  the extensive scope of the
                                    reports requested in this proposal may not be substantially different from information currently
                                    available and could prove costly and difficult for the company to publish in a formal report. As
                                    such, it does not appear that preparing and publicizing  such reports in the manner requested by
                                    the proponent would be the most effective use of shareholder funds.                             
                    6       Divest from Tobacco Equities                  Against      Against                     ShrHoldr         
                                    Therefore, because of the restrictive format and potential financial impact of this proposal, we
                                    do not recommend shareholder support for this resolution.                                       
                    7       Link Executive Compensation to Predatory      Against      Against                     ShrHoldr         
                            Lending                                                                                                 
                                    While AIG does not explicitly  address the issue of predatory lending as a function of executive
                                    compensation, ISS notes that the company has an independent compensation committee and a charter
                                    that discusses the factors used in determining executive  compensation.  Additionally,  although
                                    some lending  institutions may have adopted policies that generally link executive  compensation
                                    to  responsible  business  practices,  it does not appear that the  company's  main  competitors
                                    specifically  tie any portion of executive  compensation  to predatory  lending.  Moreover,  the
                                    company's  current  compensation  levels  have not  been  the  subject  of  recent,  significant
                                    controversy.  ISS also notes that the company has policies and  processes  aimed at  eliminating
                                    instances of predatory lending within the company's  operations,  including compliance review by
                                    the legal and compliance  departments.  Based on these policies to ensure  compliance  with laws
                                    aimed at preventing predatory lending, the independence of the compensation  committee,  and the
                                    absence of controversy  surrounding  current executive  compensation we do not believe that this
                                    review and a subsequent report are necessary at this time.                                      

05/13/04 - A        Amgen, Inc. *AMGN*                      031162100                                  03/19/04               2,260 
                    1       Elect Directors                               For          Split                       Mgmt             
                    1.1     Elect Director Frank J. Biondi, Jr. --- For                                                             
                                    We recommend a vote FOR the directors with the exception of affiliated outsider Jerry D. Choate.
                                    We recommend that shareholders WITHHOLD votes from Jerry D. Choate for standing as an affiliated
                                    outsider on the Audit and Compensation committees.                                              
                    1.2     Elect Director Jerry D. Choate --- Withhold                                                             
                    1.3     Elect Director Frank C. Herringer --- For                                                               
                    1.4     Elect Director Gilbert S. Omenn --- For                                                                 
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Prepare Glass Ceiling Report                  Against      Against                     ShrHoldr         
                    4       Expense Stock Options                         Against      For                         ShrHoldr         

05/11/04 - A        Boston Scientific Corp. *BSX*           101137107                                  03/19/04               2,320 
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Ratify Auditors                               For          For                         Mgmt             

05/21/04 - A        Career Education Corp. *CECO*           141665109                                  03/23/04               1,000 
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Amend Omnibus Stock Plan                      For          For                         Mgmt             
                                    V. Vote  Recommendation  The total cost of the  company's  plans of 11.96  percent is within the
                                    allowable cap for this company of 12.32 percent.                                                
                    3       Increase Authorized Common Stock              For          For                         Mgmt             
                    4       Ratify Auditors                               For          For                         Mgmt             

04/22/04 - A        Carnival Corp. *CCL*                    143658300                                  02/23/04               7,400 
                            Meeting for Holders of ADRs                                                                             
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Micky Arison --- For                                                                     
                                    ISS  prefers  that  boards  contain  a  majority  of  non-executives  who are  considered  to be
                                    independent.  In addition,  we prefer that key committee  membership  is limited to  independent
                                    non-executives  only. Despite these  shortcomings,  director elections are standard proposals at
                                    annual meetings, and these concerns would not be enough to lead us to oppose these candidates.  
                    1.2     Elect Director Amb Richard G. Capen Jr ---  For                                                         
                    1.3     Elect Director Robert H. Dickinson --- For                                                              
                    1.4     Elect Director Arnold W. Donald --- For                                                                 
                    1.5     Elect Director Pier Luigi Foschi --- For                                                                
                    1.6     Elect Director Howard S. Frank --- For                                                                  
                    1.7     Elect Director Baroness Hogg --- For                                                                    
                    1.8     Elect Director A. Kirk Lanterman --- For                                                                
                    1.9     Elect Director Modesto A. Maidique --- For                                                              
                    1.10    Elect Director John P. Mcnulty --- For                                                                  
                    1.11    Elect Director Peter Ratcliffe --- For                                                                  
                    1.12    Elect Director Sir John Parker --- For                                                                  
                    1.13    Elect Director Stuart Subotnick --- For                                                                 
                    1.14    Elect Director Uzi Zucker --- For                                                                       
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       TO AUTHORIZE THE AUDIT COMMITTEE OF           For          For                         Mgmt             
                            CARNIVAL PLC TO AGREE THE REMUNERATION OF                                                               
                            THE INDEPENDENT AUDITORS.                                                                               
                    4       TO RECEIVE THE ACCOUNTS AND REPORTS FOR       For          For                         Mgmt             
                            CARNIVAL PLC FOR THE FINANCIAL PERIOD ENDED                                                             
                            NOVEMBER 30, 2003.                                                                                      
                    5       TO APPROVE THE DIRECTORS REMUNERATION         For          For                         Mgmt             
                            REPORT OF CARNIVAL PLC.                                                                                 
                    6       TO APPROVE LIMITS ON THE AUTHORITY TO ALLOT   For          For                         Mgmt             
                            SHARES BY CARNIVAL PLC.                                                                                 
                    7       TO APPROVE THE DISAPPLICATION OF              For          For                         Mgmt             
                            PRE-EMPTION RIGHTS FOR CARNIVAL PLC SHARES.                                                             

05/05/04 - A        Celestica Inc. *CLS.*                   15101Q108                                  03/12/04               4,020 
                            Meeting For Subordinate Voting and Multiple                                                             
                            Voting Shareholders                                                                                     
                    1       Elect Robert Crandall, William Etherington,   For          For                         Mgmt             
                            Richard Love, Anthony Melman, Gerald                                                                    
                            Schwartz, Charles Szuluk, Don Tapscott as                                                               
                            Directors                                                                                               
                    2       Approve Auditors and Authorize Board to Fix   For          For                         Mgmt             
                            Remuneration of Auditors                                                                                

05/27/04 - A        Chiron Corp. *CHIR*                     170040109                                  03/29/04               1,970 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Vaughn D. Bryson --- For                                                                 
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director Pierre E. Douaze --- For                                                                 
                    1.3     Elect Director Edward E. Penhoet --- For                                                                
                    2       Amend Omnibus Stock Plan                      For          Against                     Mgmt             
                                    V. Vote  Recommendation  We commend the company for expressly  forbidding the repricing of stock
                                    options  under the plan.  ISS approves the stock  purchase  program  component  because the plan
                                    complies  with  Section  423 of the  Internal  Revenue  Code,  the number of shares  reserved is
                                    relatively  conservative,  the  offering  period is  reasonable,  and there are  limitations  on
                                    participation.  However,  the total cost of the  company's  plans of 17.46  percent is above the
                                    allowable cap for this company of 10.28 percent.  Therefore,  we recommend  AGAINST this bundled
                                    plan.                                                                                           
                    3       Ratify Auditors                               For          For                         Mgmt             

04/20/04 - A        Citigroup Inc. *C*                      172967101                                  02/27/04               6,396 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director C. Michael Armstrong --- For                                                             
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director Alain J.P. Belda --- For                                                                 
                    1.3     Elect Director George David --- For                                                                     
                    1.4     Elect Director Kenneth T. Derr --- For                                                                  
                    1.5     Elect Director John M. Deutch --- For                                                                   
                    1.6     Elect Director Roberto Hernandez Ramirez --- For                                                        
                    1.7     Elect Director Ann Dibble Jordan --- For                                                                
                    1.8     Elect Director Dudley C. Mecum --- For                                                                  
                    1.9     Elect Director Richard D. Parsons --- For                                                               
                    1.10    Elect Director Andrall E. Pearson --- For                                                               
                    1.11    Elect Director Charles Prince --- For                                                                   
                    1.12    Elect Director Robert E. Rubin --- For                                                                  
                    1.13    Elect Director Franklin A. Thomas --- For                                                               
                    1.14    Elect Director Sanford I. Weill --- For                                                                 
                    1.15    Elect Director Robert B. Willumstad --- For                                                             
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Limit Executive Compensation                  Against      Against                     ShrHoldr         
                                    ISS feels that taking away the  company's  ability to grant stock  options is an  arbitrary  and
                                    excessively  restrictive  proposal that could potentially prohibit the company from compensating
                                    employees based upon their individual and company-wide performance.  Being unable to issue stock
                                    options could hinder the company's ability to attract and retain competent  executive  officers.
                                    As such, this item does not warrant shareholder approval.                                       
                    4       Report on Political Contributions/Activities  Against      Against                     ShrHoldr         
                                    When  reviewing  requests for proposals on political  contributions,  ISS takes into account the
                                    scope and nature of the  request,  the  company's  adherence to laws and  regulations  governing
                                    political  contributions,  and company policies and additional disclosure on such contributions.
                                    In the case of Citigroup,  we note that the company  follows all state and local laws  regarding
                                    contributions  to  political  candidates  or  organizations.  Additionally,  the  scope  of  the
                                    disclosure  requested  in this  proposal may not be  substantially  different  from  information
                                    currently available, and could prove costly and difficult for the company to publish in a formal
                                    report.  As such, it does not appear that preparing and  publicizing  such reports in the manner
                                    requested by the proponent would be the most effective use of shareholder funds.                
                    5       Prohibit Awards to Executives                 Against      Against                     ShrHoldr         
                                    We believe this proposal is too  restrictive,  as it would  prohibit the  executives  from being
                                    remunerated with stock options and severance payments  regardless of the company's  performance.
                                    As such, this item does not warrant shareholder approval.                                       
                    6       Separate Chairman and CEO Positions           Against      Against                     ShrHoldr         
                                    ISS supports the concept of separating the positions of chairman and CEO when a company does not
                                    have the countervailing  governance structure as described above. In the case of Citigroup,  the
                                    company has independent key committees,  established governance guidelines,  and a lead director
                                    with clearly defined duties. Additionally, the company has committed to creating and maintaining
                                    a 2/3  independent  board by its next annual  election.  As such, ISS does not believe that this
                                    proposal warrants shareholder support.                                                          

06/24/04 - A        eBay Inc. *EBAY*                        278642103                                  04/26/04               1,500 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Philippe Bourguignon --- For                                                             
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director Thomas J. Tierney --- For                                                                
                    1.3     Elect Director Margaret C. Whitman --- For                                                              
                    2       Amend Omnibus Stock Plan                      For          For                         Mgmt             
                                    V. Vote  Recommendation  The total cost of the  company's  plans of 10.92  percent is within the
                                    allowable  cap for this company of 12.74  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                    3       Amend Stock Option Plan                       For          For                         Mgmt             
                                    VI. Vote  Recommendation  The total cost of the  company's  plans of 11.73 percent is within the
                                    allowable  cap for this company of 12.74  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                    4       Increase Authorized Common Stock              For          Against                     Mgmt             
                                    The requested increase of 890,000,000  shares is below the allowable  threshold of 1,395,000,000
                                    shares.  However,  the company stated that it could use the additional shares of common stock to
                                    oppose a hostile  takeover  attempt or delay or prevent  changes in control or  management.  For
                                    instance,  without further  shareholder  approval,  the company could adopt a "poison pill" that
                                    would, under certain  circumstances related to an acquisition of shares that the company did not
                                    approve,  give certain holders the right to acquire  additional  shares of common stock at a low
                                    price. The company could  strategically sell shares of common stock in a private  transaction to
                                    purchasers who would oppose a takeover or favor the current board.  Since the additional  shares
                                    may be used for management entrenchment purposes, ISS recommends voting AGAINST this proposal.  
                    5       Ratify Auditors                               For          For                         Mgmt             
                    6       Expense Stock Options                         Against      For                         ShrHoldr         
                                    ISS Analysis ISS supports the general  principle  motivating this non-binding  proposal.  In the
                                    wake of financial  reporting  problems and excessive  executive  compensation  at companies like
                                    Enron Corp.,  Worldcom Inc.,  and Tyco  International  Ltd., we agree with the growing  investor
                                    consensus that  companies  should  expense the costs  associated  with stock options in order to
                                    increase the  accuracy of their  financial  statements.  Since the  expensing of options  lowers
                                    earnings,  most  companies  have elected not to do so.  Instead,  most  companies  have opted to
                                    disclose  option values only in the footnotes to their annual  reports.  However,  stock options
                                    have become an integral  component of compensation and their value cannot be ignored and treated
                                    as "no-cost"  compensation.  Given that (1) many  companies  use stock  options as a significant
                                    component  of  overall  compensation,  (2) the  exercise  of  options  result in a  transfer  of
                                    shareholder  value,  and (3) the contingent  cost of options reduces  earnings,  we believe that
                                    options  should be expensed  along with all other forms of  compensation  to better  reflect the
                                    company's  true  earnings  and provide  additional  discipline  against  overuse.  As such,  ISS
                                    recommends voting FOR the proposal.                                                             

04/19/04 - A        Eli Lilly and Co. *LLY*                 532457108                                  02/13/04               1,700 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Steven C. Beering --- For                                                                
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director Winfried Bischoff --- For                                                                
                    1.3     Elect Director Franklyn G. Prendergast ---  For                                                         
                    1.4     Elect Director Kathi P. Seifert --- For                                                                 
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Approve Executive Incentive Bonus Plan        For          For                         Mgmt             
                                    The performance  measures included under the plan are appropriate for the company given its line
                                    of business, long-term strategic objectives, and industry-specific measures for assessing market
                                    competitiveness.  Additionally, the plan is administered by a committee of independent outsiders
                                    who must certify attainment of these objective,  measurable performance goals before cash awards
                                    are paid to participants.  Moreover,  preservation of the full deductibility of all compensation
                                    paid reduces the company's corporate tax obligation.                                            
                    4       Limit Executive Compensation                  Against      Against                     ShrHoldr         
                                    The Compensation  Committee is composed entirely of independent directors and currently sets and
                                    reviews the company's executive compensation program. We believe that the Compensation Committee
                                    should have the flexibility to determine an executive's pay based on a number of factors, rather
                                    then have an  arbitrary  cap to  determine  executive  compensation.  Although we agree with the
                                    proponent that the restricted share program should utilize justifiable  performance criteria and
                                    challenging  performance  benchmarks,  the proposed caps on restricted  stock grants,  severance
                                    payments, salary and bonus, would be unduly restrictive. Thus, we do not support this proposal. 
                    5       Report on Drug Pricing                        Against      Against                     ShrHoldr         

05/05/04 - A        EMC Corp. *EMC*                         268648102                                  03/08/04               6,870 
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Amend Omnibus Stock Plan                      For          For                         Mgmt             
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 7.30  percent is within the
                                    allowable  cap for this company of 12.60  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                    3       Amend Employee Stock Purchase Plan            For          For                         Mgmt             
                                    ISS approves of this item  because the plan  complies  with Section 423 of the Internal  Revenue
                                    Code,  the number of shares  being added is  relatively  conservative,  the  offering  period is
                                    reasonable, and there are limitations on participation.                                         
                    4       Ratify Auditors                               For          For                         Mgmt             
                    5       Limit Executive Compensation                  Against      Against                     ShrHoldr         

04/20/04 - A        Fastenal Co. *FAST*                     311900104                                  02/23/04               2,458 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Robert A. Kierlin --- For                                                                
                                    We  recommend a vote FOR the  directors  with the  exceptions  of insiders  Reyne K. Wisecup and
                                    Willard D.  Oberton,  and  affiliated  outsiders  Stephen M. Slaggie and Robert A.  Kierlin.  We
                                    recommend that shareholders WITHHOLD votes from Reyne K. Wisecup, Willard D. Oberton, Stephen M.
                                    Slaggie,  and  Robert A.  Kierlin  for  failure  to  establish  an  independent  nominating  and
                                    compensation committees.                                                                        
                    1.2     Elect Director Stephen M. Slaggie --- For                                                               
                    1.3     Elect Director Michael M. Gostomski --- For                                                             
                    1.4     Elect Director John D. Remick --- For                                                                   
                    1.5     Elect Director Henry K. McConnon --- For                                                                
                    1.6     Elect Director Robert A. Hansen --- For                                                                 
                    1.7     Elect Director Willard D. Oberton --- For                                                               
                    1.8     Elect Director Michael J. Dolan --- For                                                                 
                    1.9     Elect Director Reyne K. Wisecup --- For                                                                 
                    2       Ratify Auditors                               For          For                         Mgmt             

05/19/04 - A        First Data Corp. *FDC*                  319963104                                  03/22/04               4,000 
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Ratify Auditors                               For          For                         Mgmt             

04/06/04 - A        Fiserv, Inc. *FISV*                     337738108                                  02/13/04               4,700 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director K.R. Jensen --- For                                                                      
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director K.M. Robak --- For                                                                       
                    1.3     Elect Director T.C. Wertheimer --- For                                                                  
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Amend Omnibus Stock Plan                      For          For                         Mgmt             
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 5.72  percent is within the
                                    allowable  cap for this company of 12.47  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      

04/24/04 - A        Harley-Davidson, Inc. *HDI*             412822108                                  03/10/04               1,660 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Barry K. Allen --- For                                                                   
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director Richard I. Beattie --- For                                                               
                    2       Amend Executive Incentive Bonus Plan          For          For                         Mgmt             
                                    The performance  measures included under the plan are appropriate for the company given its line
                                    of business, long-term strategic objectives, and industry-specific measures for assessing market
                                    competitiveness.  Additionally, the plan is administered by a committee of independent outsiders
                                    who must certify attainment of these objective,  measurable performance goals before cash awards
                                    are paid to participants.  Moreover,  preservation of the full deductibility of all compensation
                                    paid reduces the company's corporate tax obligation.                                            
                    3       Approve Omnibus Stock Plan                    For          For                         Mgmt             
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 3.93  percent is within the
                                    allowable  cap for this company of 12.78  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                    4       Ratify Auditors                               For          For                         Mgmt             

05/27/04 - A        HCA, Inc. *HCA*                         404119109                                  04/01/04               3,580 
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Amend Management Stock Purchase Plan          For          For                         Mgmt             
                               V. Vote  Recommendation The total cost of the company's plans of 9.66 percent is within the allowable
                               cap for this company of 10.23 percent.                                                               

05/27/04 - A        Home Depot, Inc. (The) *HD*             437076102                                  03/29/04               8,210 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Gregory D. Brenneman --- For                                                             
                                    ISS Conclusion: We recommend a vote FOR the directors with the exception of independent outsider
                                    Claudio X. Gonzalez.  We recommend that shareholders WITHHOLD votes from Claudio X. Gonzalez for
                                    sitting on more than six boards.                                                                
                    1.2     Elect Director Richard H. Brown --- For                                                                 
                    1.3     Elect Director John L. Clendenin --- For                                                                
                    1.4     Elect Director Berry R. Cox --- For                                                                     
                    1.5     Elect Director Claudio X. Gonzalez --- For                                                              
                    1.6     Elect Director Milledge A. Hart, III --- For                                                            
                    1.7     Elect Director Bonnie G. Hill --- For                                                                   
                    1.8     Elect Director Kenneth G. Langone --- For                                                               
                    1.9     Elect Director Robert L. Nardelli --- For                                                               
                    1.10    Elect Director Roger S. Penske --- For                                                                  
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Establish Term Limits for Directors           Against      Against                     ShrHoldr         
                                    ISS  Conclusion:  Because  a  six-year  term  limit is  arbitrary,  and  because  the  company's
                                    shareholders  can express their  dissatisfaction  with directors on an annual basis,  we believe
                                    that the proposal does not warrant shareholder support.                                         
                    4       Submit Shareholder Rights Plan (Poison        Against      For                         ShrHoldr         
                            Pill) to Shareholder Vote                                                                               
                                    ISS  Conclusion:  Because  the  company  does not have a policy  that puts any future  pill to a
                                    shareholder vote, we recommend that shareholders support this proposal.                         
                    5       Performance- Based/Indexed Options            Against      For                         ShrHoldr         
                                    ISS Conclusion:  Because ISS supports pay for performance,  and because the grants of restricted
                                    stock (other than those granted under the LTIP) are not based on specific  performance  hurdles,
                                    we believe the proposal warrants shareholder support.                                           
                    6       Adopt ILO Based Code of Conduct               Against      Against                     ShrHoldr         
                                    ISS Conclusion:  Given that the company already has a policy in place that addresses some of the
                                    principles  outlined in the ILO principles and uses independent firms for monitoring  factories,
                                    we do not believe that support of this proposal is warranted at this time.                      
                    7       Submit Severance Agreement                    Against      For                         ShrHoldr         
                            (Change-in-Control) to Shareholder Vote                                                                 
                                    ISS Conclusion:  We support the shareholder proposal as it relates to ex post facto ratification
                                    of golden  parachutes and severance plans,  and therefore  recommend that  shareholders  vote to
                                    approve this proposal.                                                                          
                    8       Require Affirmative Vote of the Majority of   Against      Against                     ShrHoldr         
                            the Shares to Elect Directors                                                                           
                                    ISS  Conclusion:  Given that:  (i) the  plurality  voting  threshold is the  currently  accepted
                                    standard for the election of directors of publicly traded companies,  (ii) approval of this item
                                    could disrupt board operations and the company's financial  performance in the event some or all
                                    of the director nominees do not receive majority support and do not get elected, (iii) requiring
                                    a majority vote of the outstanding  shares in effect provides for a supermajority of votes cast,
                                    which would adversely affect  shareholders'  ability to elect directors in a contested election,
                                    and (iv) the proposed provision may diminish the likelihood of a successful open access campaign
                                    by providing for an increased vote  requirement in the election of directors,  we do not at this
                                    point in time believe the proposed amendment warrants shareholder support.                      

05/07/04 - A        Illinois Tool Works Inc. *ITW*          452308109                                  03/09/04               2,075 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director William F. Aldinger --- For                                                              
                               At this time, ISS recommends a vote FOR all director  nominees,  but advocates for a more transparent
                               disclosure on executive compensation.                                                                
                    1.2     Elect Director Michael J. Birck --- For                                                                 
                    1.3     Elect Director Marvin D. Brailsford --- For                                                             
                    1.4     Elect Director James R. Cantalupo --- For                                                               
                    1.5     Elect Director Susan Crown --- For                                                                      
                    1.6     Elect Director Don H. Davis, Jr. --- For                                                                
                    1.7     Elect Director W. James Farrell --- For                                                                 
                    1.8     Elect Director Robert C. McCormack --- For                                                              
                    1.9     Elect Director Robert S. Morrison --- For                                                               
                    1.10    Elect Director Harold B. Smith --- For                                                                  
                    2       Ratify Auditors                               For          For                         Mgmt             

05/19/04 - A        Intel Corp. *INTC*                      458140100                                  03/22/04               9,010 
                    1       Elect Directors                               For          Split                       Mgmt             
                    1.1     Elect Director Craig R. Barrett --- For                                                                 
                                    We recommend a vote FOR the directors with the exception of independent  outsider D. James Guzy.
                                    We recommend  that  shareholders  WITHHOLD votes from D. James Guzy for sitting on more than six
                                    boards.                                                                                         
                    1.2     Elect Director Charlene Barshefsky --- For                                                              
                    1.3     Elect Director E. John P. Browne --- For                                                                
                    1.4     Elect Director Andrew S. Grove --- For                                                                  
                    1.5     Elect Director D. James Guzy --- Withhold                                                               
                    1.6     Elect Director Reed E. Hundt --- For                                                                    
                    1.7     Elect Director Paul S. Otellini --- For                                                                 
                    1.8     Elect Director David S. Pottruck --- For                                                                
                    1.9     Elect Director Jane E. Shaw --- For                                                                     
                    1.10    Elect Director John L. Thornton --- For                                                                 
                    1.11    Elect Director David B. Yoffie --- For                                                                  
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Approve Omnibus Stock Plan                    For          For                         Mgmt             
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 7.39  percent is within the
                                    allowable  cap for this company of 12.68  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                    4       Expense Stock Options                         Against      For                         ShrHoldr         
                                    In the  absence of an  accepted  methodology  with which to value the  contingent  cost of stock
                                    options,  companies that have  voluntarily  expensed stock options have had flexibility in their
                                    selection of a specific valuation methodology.  Opponents of option expensing argue that options
                                    are difficult to value and expensing  options could add complexity and decrease  transparency in
                                    financial  reporting.  However,  given the fact  that  stock  options  have  become an  integral
                                    component of compensation,  their value cannot be ignored and treated as "no-cost" compensation.
                                    We believe that stock options should be expensed along with other forms of  compensation.  Given
                                    that (1) many  companies use stock options as a significant  component of overall  compensation,
                                    (2) the exercise of options  result in a transfer of shareholder  value,  and (3) the contingent
                                    cost of options  reduces  earnings,  we believe that options  should be expensed  along with all
                                    other forms of compensation to better reflect the company's true earnings and provide additional
                                    discipline against overuse.                                                                     
                    5       Limit/Prohibit Awards to Executives           Against      For                         ShrHoldr         
                                    The company  currently does not use  performance-vesting  awards in its  compensation  plans for
                                    senior executives. Although the proponent in its supporting statement is critical of fixed-price
                                    options,  it  does  not  appear  that  the  proposal  advocates   replacement  of  options  with
                                    performance-based    restricted   stock.   The   proposal   requests   the   the   company   use
                                    performance-vesting stock in development of future equity awards for senior executives. Although
                                    the company has recently adopted officer  stockholding  guidelines,  a more rigorous requirement
                                    would be 7x to 10x for the CEO and scaled down for other  executives.  Therefore,  ISS  believes
                                    that this proposal warrants shareholder support.                                                
                    6       Performance- Based/Indexed Options            Against      For                         ShrHoldr         

04/27/04 - A        International Business Machines Corp.   459200101                                  02/27/04                2,230
                    *IBM*                                                                                                           
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Cathleen Black --- For                                                                   
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director Kenneth I. Chenault --- For                                                              
                    1.3     Elect Director Carlos Ghosn --- For                                                                     
                    1.4     Elect Director Nannerl O. Keohane --- For                                                               
                    1.5     Elect Director Charles F. Knight --- For                                                                
                    1.6     Elect Director Lucio A. Noto --- For                                                                    
                    1.7     Elect Director Samuel J. Palmisano --- For                                                              
                    1.8     Elect Director John B. Slaughter --- For                                                                
                    1.9     Elect Director Joan E. Spero --- For                                                                    
                    1.10    Elect Director Sidney Taurel --- For                                                                    
                    1.11    Elect Director Charles M. Vest --- For                                                                  
                    1.12    Elect Director Lorenzo H. Zambrano --- For                                                              
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Ratify Auditors for the Company's Business    For          For                         Mgmt             
                            Consulting Services Unit                                                                                
                    4       Approve Executive Incentive Bonus Plan        For          For                         Mgmt             
                                    ISS  recognizes  that  incentive  bonus  plans such as this one can be an  important  part of an
                                    executive's overall pay package.  Over the long term, stock prices are an excellent indicator of
                                    management  performance.  However,  other  factors,  such as economic  conditions  and  investor
                                    reaction to the stock  market in general,  and certain  industries  in  particular,  can greatly
                                    impact  the  company's  stock  price.  The  performance  measures  included  under  the plan are
                                    appropriate  for the company given its line of business,  long-term  strategic  objectives,  and
                                    industry-specific  measures for assessing market competitiveness.  The plan is administered by a
                                    committee of independent outsiders,  who must certify attainment of these objective,  measurable
                                    performance goals before awards are paid to participants. Additionally, preservation of the full
                                    deductibility of all compensation paid reduces the company's corporate tax obligation.          
                    5       Provide for Cumulative Voting                 Against      For                         ShrHoldr         
                                    ISS believes that  cumulative  voting is an important  tool in the  protection of  shareholders'
                                    rights,  but recognizes that the need for cumulative voting can be offset if a company has other
                                    safeguards in place to protect  shareholders'  rights and to promote management  accountability.
                                    Therefore,  proposals to provide for cumulative voting are evaluated based on an assessment of a
                                    company's other corporate governance provisions. ISS will recommend a vote against a proposal to
                                    restore  or  provide  for  cumulative  voting  only if a  company  has the  following  corporate
                                    governance  provisions in place: an annually-elected  board comprising a majority of independent
                                    directors; a nominating committee composed solely of independent directors; confidential voting;
                                    a shareholder  right to call special meetings or to act by written consent with 90 days' notice;
                                    the absence of a dual-class capital structure; and absence of a dead-hand poison pill. Moreover,
                                    the board may not have the sole right to alter the size of the board beyond a range  established
                                    by  shareholders.  While not  required,  ISS would  prefer that a company  also have a published
                                    statement of board  governance  guidelines,  including a  description  of the process by which a
                                    shareholder  may submit a director  nominee.  In addition to the  governance  requirements,  ISS
                                    considers a company's performance when evaluating a shareholder proposal to restore or implement
                                    cumulative  voting.  For  ISS  to  recommend  a vote  against  such a  proposal,  the  company's
                                    performance  must be  comparable  to or better  than that of its  peers,  or the board must have
                                    demonstrated its focus on increasing  shareholder value by taking action to improve performance.
                                    In this case,  the company  fails to meet all of the  aforementioned  corporate  governance  and
                                    performance criteria.  Specifically,  the shareholders do not have the ability to act by written
                                    consent unless it is unanimous or to call special meetings.                                     
                    6       Amend Pension and Retirement Medical          Against      Against                     ShrHoldr         
                            Insurance Plans                                                                                         
                                    ISS  believes  the scope of the  proponent's  proposal  is overly  broad  since it asks that all
                                    employees be allowed to choose participation in the plan, which could be costly to shareholders.
                                    Moreover,  if the company ultimately lost on these claims it would be required to remedy the age
                                    discriminating effect of its plans. Accordingly, we recommend a vote against this proposal.     
                    7       Submit Executive Compensation to Vote         Against      For                         ShrHoldr         
                                    Pension  fund income can  distort  true  operating  performance,  which  should be the basis for
                                    determining executive bonuses and compensation rather than gains from defined benefit plans. And
                                    because  companies have discretion in determining  the assuptions to measure pension  obligation
                                    and expenses,  there is potential  for  manipulation.  For example,  J.P.  Morgan  Fleming Asset
                                    Management found that the median expected annual rate of return used among S&P 500 companies has
                                    remained steady at 9.2 percent since 1997. Using a more realistic assumption such as 6.5 percent
                                    would trim $44 billion off S&P 500 profits just in 2003. ISS agrees with the principle  advanced
                                    by the proposal and believes a cleaner measure of earnings should be applied to performance pay.
                                    A  number  of  companies  are  adopting  this  concept,   including  General  Electric,  Verizon
                                    Communications and Qwest Communications International Inc.                                      
                    8       Expense Stock Options                         Against      For                         ShrHoldr         
                                    ISS supports the general  principle  motivating  this  non-binding  proposal.  We agree with the
                                    growing investor consensus that companies should expense the costs associated with stock options
                                    in order to increase the accuracy of their financial  statements.  Although companies can choose
                                    to expense options,  the Financial  Accounting Standards Board (FASB) does not require it. Since
                                    the expensing of options lowers  earnings,  most  companies have elected not to do so.  Instead,
                                    most  companies  have opted to disclose  option  values only in the  footnotes  to their  annual
                                    reports.  In the absence of an accepted  methodology  with which to value the contingent cost of
                                    stock  options,  companies  that have  voluntarily  expensed  stock  options (some 350) have had
                                    flexibility  in their  selection  of a  specific  valuation  methodology.  Opponents  of  option
                                    expensing  argue that options are difficult to value and expensing  options could add complexity
                                    and decrease  transparency in financial  reporting.  However,  given the fact that stock options
                                    have become an integral component of compensation,  their value cannot be ignored and treated as
                                    "no-cost"  compensation.  Given  that (1) many  companies  use stock  options  as a  significant
                                    component  of  overall  compensation,  (2) the  exercise  of  options  result in a  transfer  of
                                    shareholder  value,  and (3) the contingent  cost of options reduces  earnings,  we believe that
                                    options  should be expensed  along with all other forms of  compensation  to better  reflect the
                                    company's true earnings and provide additional discipline against overuse.                      
                    9       Limit Awards to Executives                    Against      Against                     ShrHoldr         
                                    ISS agrees with  proponent's  underlying  rationale for  disclosure  of executive  compensation.
                                    However, the liability threshold of $2,000 is arbitrary.  Furthermore, based on the independence
                                    of the company's  compensation  committee,  and the company's existing disclosure  regarding its
                                    compensation  practices, we agree with the board that the current requirements for disclosure of
                                    executive  compensation are adequate and fair.  Therefore,  we do not believe that  shareholders
                                    would receive any meaningful benefit from this additional disclosure requirement.               
                    10      China Principles                              Against      Against                     ShrHoldr         
                                    ISS reviews proposals to adopt the US Business  Principles for Human Rights of Workers in China,
                                    giving  consideration to a number of factors including:  the company's current workplace code of
                                    conduct  or  adherence  to other  global  standards  and  their  similarity  to the  Principles;
                                    agreements with foreign  suppliers to meet certain workplace  standards;  how company and vendor
                                    facilities   are   monitored;   peer   company   adherence   to  the   Principles;   costs   and
                                    feasibility/legality  of implementing the Principles;  and whether the company has been recently
                                    involved in labor and human rights  controversies or violations.  We recognize that the adoption
                                    and/or enforcement of principles relating to internationally accepted human rights standards can
                                    benefit corporations operating in markets with documented abuses. While the China Principles are
                                    specifically  defined to address issues in that country,  we note that other international labor
                                    and human rights standards can also help the company satisfy this goal while providing a broader
                                    framework for multinational  companies. In the case of IBM, we note that there is one allegation
                                    of questionable human rights performance at some of the company's overseas operations, including
                                    locations in China;  however,  the scope and severity of these claims did not appear significant
                                    or could not be confirmed at the time of this  analysis.  Additionally,  the company has already
                                    established a code of conduct for company operations worldwide, and applies some aspects of this
                                    code to its vendors,  suppliers,  and  contractors.  Of note, this policy  addresses many of the
                                    issues  brought  forth by the China  Principles.  Moreover,  we are  concerned  that some of the
                                    aspects of the China Principles may be beyond the company's control,  such as prohibiting police
                                    or military  presence at the company's  operations.  Thus, while we will continue to monitor the
                                    allegations of human rights violations at IBM facilities in China, we believe that committing to
                                    adopt and implement the China Principles  could prove both costly and difficult.  As such, while
                                    ISS encourages  IBM to evaluate and enhance its policies and compliance  standards for labor and
                                    human rights in China, we do not feel that  implementation  of the China Principles per se would
                                    significantly improve upon the current policies implemented by the company.                     
                    11      Report on Political Contributions/Activities  Against      Against                     ShrHoldr         
                                    When  reviewing  requests for proposals on political  contributions,  ISS takes into account the
                                    scope and nature of the  request,  the  company's  adherence to laws and  regulations  governing
                                    political  contributions,  and company policies and additional disclosure on such contributions.
                                    In the case of IBM, we note that the company has a strict policy  prohibiting the use of company
                                    funds,  assets, time, or equipment in a manner that could be construed as supporting a political
                                    campaign or candidate.  Additionally,  employees at IBM are prohibited from making contributions
                                    as a  representative  of the  company.  Since  company  policies  expressly  prohibit  political
                                    contributions, we do not believe this proposal is supportable.                                  
                    12      Report on Executive Compensation              Against      Against                     ShrHoldr         
                                    While ISS supports policies that link executive compensation to appropriate performance metrics,
                                    we do not believe that preparation of the requested report would yield meaningful information to
                                    shareholders  regarding  the  efficacy of the  company's  executive  compensation  policies  and
                                    practices.                                                                                      

04/28/04 - A        Kohl's Corp. *KSS*                      500255104                                  03/03/04               3,420 
                    1       Elect Directors                               For          Split                       Mgmt             
                    1.1     Elect Director Wayne Embry --- For                                                                      
                                    ISS recommends that shareholders vote FOR Wayne Embry and Frank V. Sica, but WITHHOLD votes from
                                    the other nominees.  We recommend that shareholders WITHHOLD votes from affiliated outsider John
                                    F. Herma for standing as an affiliated  outsider on the Audit and Nominating  committees and for
                                    failure to establish a majority  independent  board and R.  Lawrence  Montgomery  for failure to
                                    establish a majority independent board.                                                         
                    1.2     Elect Director John F. Herma --- Withhold                                                               
                    1.3     Elect Director R. Lawrence Montgomery --- Withhold                                                      
                    1.4     Elect Director Frank V. Sica --- For                                                                    
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Performance-Based Stock/Indexed Options       Against      For                         ShrHoldr         
                                    Despite the fact that certain  features of the proposal may be more  rigorous  than others,  ISS
                                    supports the underlying principal of the proposal in this case.                                 
                    4       Separate Chairman and CEO Positions           Against      For                         ShrHoldr         
                                    Based on the above structure, Kohl's Corporation did not meet most of the criteria and therefore
                                    ISS recommends voting FOR this proposal.                                                        

04/22/04 - A        Lockheed Martin Corp. *LMT*             539830109                                  03/01/04               3,120 
                    1       Elect Directors                               For          Split                       Mgmt             
                    1.1     Elect Director E.C. 'Pete' Aldridge, Jr. --- For                                                        
                                    We recommend a vote FOR the  directors  with the  exceptions  of Joseph W. Ralston and Norman R.
                                    Augustine.  We recommend that  shareholders  WITHHOLD votes from Joseph W. Ralston and Norman R.
                                    Augustine for standing as affiliated outsiders on the Nominating Committee.                     
                    1.2     Elect Director Nolan D. Archibald --- For                                                               
                    1.3     Elect Director Norman R. Augustine --- Withhold                                                         
                    1.4     Elect Director Marcus C. Bennett --- For                                                                
                    1.5     Elect Director Vance D. Coffman --- For                                                                 
                    1.6     Elect Director Gwendolyn S. King --- For                                                                
                    1.7     Elect Director Douglas H. McCorkindale --- For                                                          
                    1.8     Elect Director Eugene F. Murphy --- For                                                                 
                    1.9     Elect Director Joseph W. Ralston --- Withhold                                                           
                    1.10    Elect Director Frank Savage --- For                                                                     
                    1.11    Elect Director Anne Stevens --- For                                                                     
                    1.12    Elect Director Robert J. Stevens --- For                                                                
                    1.13    Elect Director James R. Ukropina --- For                                                                
                    1.14    Elect Director Douglas C. Yearley --- For                                                               
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Report on Executive Ties to Government        Against      Against                     ShrHoldr         
                                    ISS recognizes that companies can benefit from the knowledge and expertise of former  government
                                    workers.  These employees may be intimately  familiar with the internal  processes of government
                                    procurement  and  decision-making.  The  knowledge  of such  employees  can add real  value to a
                                    company's operations.  ISS shares in the proponent's concern for potential conflicts of interest
                                    at such companies,  but in this case, the company states that it has specific  policies in place
                                    to avoid such conflicts of interest. When appointing high profile hires from the government,  we
                                    note that the company has  generally  issued a press  release at the time of hire.  In addition,
                                    according to the company,  the  government  issues  statements  from agency ethics  officials on
                                    conflicts of interest or restrictions.  Moreover, the production of such a report annually could
                                    be costly without providing substantial benefit to shareholders.  Given these factors, we see no
                                    reason to support this request.                                                                 
                    4       Submit Shareholder Rights Plan (Poison        Against      Against                     ShrHoldr         
                            Pill) to Shareholder Vote                                                                               
                                    Because  poison pills greatly alter the balance of power between  shareholders  and  management,
                                    shareholders  should be allowed to make their own  evaluation  of such  plans.  Ideally,  a pill
                                    should  include a two- to  three-year  sunset  provision,  a  reasonable  flip-in (20 percent or
                                    higher),  and a  chewable  feature  allowing  shareholders  to redeem the pill in the event of a
                                    takeover offer. In response to proponent's argument, the board states in the proxy that it would
                                    seek  shareholder  ratification  within 12 months if it were to adopt a pill.  The  company  has
                                    indicated that it will also include this view as a formal provision in its Corporate  Governance
                                    Guidelines  at the  next  meeting  of its  board  later  this  month.  In view of the  company's
                                    commitment to put any future pill to a shareholder vote within 12 months,  ISS believes that the
                                    objectives of this proposals have already been achieved.  Therefore, we recommend a vote AGAINST
                                    this proposal.                                                                                  
                    5       Prohibit Auditor from Providing Non-Audit     Against      Against                     ShrHoldr         
                            Services                                                                                                
                                    We believe that companies  should adopt a formal,  written policy on auditor  independence.  The
                                    value of a written policy is twofold:  first, it allows  shareholders to scrutinize and evaluate
                                    the particulars of the policy, and second, it ensures that the policy survives beyond the tenure
                                    of a  particular  management  team or CEO. In this case,  the company  states that the Audit and
                                    Ethics  Committee  pre-approves  and monitors  all services by Ernst & Young LLP, the  company's
                                    independent auditors,  with the aim of ensuring the independence and objectivity of the auditors
                                    so that investor confidence is maintained.  Therefore, we believe this proposal does not warrant
                                    shareholder support.                                                                            
                    6       Develop Ethical Criteria for Military         Against      Against                     ShrHoldr         
                            Contracts                                                                                               
                                    Generally,  ISS believes that it may be inappropriate to disclose detailed information about the
                                    contract  evaluation and bidding process to  shareholders,  as provision of this data could give
                                    insight into contractual  agreements,  thereby  providing  competition with bidding  advantages.
                                    Additionally,  while ISS supports a sustainable  approach to business  operations,  we also note
                                    that the federal government has stringent regulations regarding military and weapons production,
                                    and the associated  contract  bidding  process.  Moreover,  Lockheed  Martin  already  discloses
                                    substantial  information  on these matters both through public filings and the company web site.
                                    Topics  addressed in these forums include a formal code of ethics,  information on community and
                                    philanthropic initiatives,  diversity programs, an environment,  health and safety (EHS) report,
                                    disclosure on company policies related to government contract bidding, and appropriate financial
                                    information on military or weapons related programs. As such, we believe that the combination of
                                    federal  regulation,  the current level of disclosure by Lockheed  Martin,  and the necessity to
                                    limit  disclosure  where it could  affect  the  company's  competitive  advantage  outweigh  the
                                    potential benefits that may be derived from this proposal.                                      

05/28/04 - A        Lowe *LOW*                              548661107                                  04/01/04               4,370 
                    1       Elect Directors                               For          Split                       Mgmt             
                    1.1     Elect Director Leonard L. Berry --- For                                                                 
                                    We recommend a vote FOR the directors  with the exception of Dawn E. Hudson.  We recommend  that
                                    shareholders WITHHOLD votes from Dawn E. Hudson for poor attendance.                            
                    1.2     Elect Director Paul Fulton --- For                                                                      
                    1.3     Elect Director Dawn E. Hudson --- Withhold                                                              
                    1.4     Elect Director Marshall O. Larsen --- For                                                               
                    1.5     Elect Director Robert A. Niblock --- For                                                                
                    1.6     Elect Director Stephen F. Page --- For                                                                  
                    1.7     Elect Director O. Temple Sloan, Jr. --- For                                                             
                    1.8     Elect Director Robert L. Tillman --- For                                                                
                    2       Ratify Auditors                               For          For                         Mgmt             

04/23/04 - A        Merrill Lynch & Co., Inc. *MER*         590188108                                  02/24/04               4,290 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director David K. Newbigging --- For                                                              
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director Joseph W. Prueher --- For                                                                
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Restore or Provide for Cumulative Voting      Against      For                         ShrHoldr         
                                    In this  case,  the  company  fails  to meet  some of the  aforementioned  corporate  governance
                                    criteria.  Specifically,  the board is not  annually-elected  and  shareholders  do not have the
                                    ability to call special meetings or act by written consent.  Accordingly,  the proposal warrants
                                    shareholder support.                                                                            
                    4       Separate Chairman and CEO Positions           Against      For                         ShrHoldr         
                                    Merrill  Lynch has more than 2/3  independent  outsiders  on its board and  all-independent  key
                                    committees,  has established  governance  guidelines.  However, the company has not designated a
                                    lead director with clearly  delineated  duties.  Instead,  the company states that the executive
                                    sessions are chaired by the independent committee chairs on a rotating basis at least four times
                                    a year.  From  ISS's  viewpoint,  the  duties  of the  chairs  do not  meet  all of our  minimum
                                    requirements for a lead/rotating director. Absent an offsetting governance structure, we believe
                                    that a company of this size should be able to find two qualified  people willing to serve in the
                                    separate positions of chairman and CEO president.                                               

05/18/04 - A        Omnicare, Inc. *OCR*                    681904108                                  03/31/04               1,100 
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Approve Omnibus Stock Plan                    For          For                         Mgmt             
                                    V. Vote  Recommendation  The total cost of the  company's  plans of 11.73  percent is within the
                                    allowable  cap for this company of 12.68  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                    3       Ratify Auditors                               For          For                         Mgmt             

04/22/04 - A        Pfizer Inc. *PFE*                       717081103                                  02/27/04               9,360 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Michael S. Brown --- For                                                                 
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director M. Anthony Burns --- For                                                                 
                    1.3     Elect Director Robert N. Burt --- For                                                                   
                    1.4     Elect Director W. Don Cornwell --- For                                                                  
                    1.5     Elect Director William H. Gray III --- For                                                              
                    1.6     Elect Director Constance J. Horner --- For                                                              
                    1.7     Elect Director William R. Howell --- For                                                                
                    1.8     Elect Director Stanley O. Ikenberry --- For                                                             
                    1.9     Elect Director George A. Lorch --- For                                                                  
                    1.10    Elect Director Henry A. Mckinnell --- For                                                               
                    1.11    Elect Director Dana G. Mead --- For                                                                     
                    1.12    Elect Director Franklin D. Raines --- For                                                               
                    1.13    Elect Director Ruth J. Simmons --- For                                                                  
                    1.14    Elect Director William C. Steere, Jr. ---  For                                                          
                    1.15    Elect Director Jean-Paul Valles --- For                                                                 
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Approve Omnibus Stock Plan                    For          For                         Mgmt             
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 4.88  percent is within the
                                    allowable  cap for this  company of 6.79  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                    4       Report on Operational Impact of HIV/AIDS,     Against      Against                     ShrHoldr         
                            TB, and Malaria Pandemic                                                                                
                                    In this case, we believe that the company has taken certain  actions to help address the affects
                                    of this healthcare crisis in emerging markets.  These actions are similar in nature and scope to
                                    those taken by industry peers and competitors,  and represent an  acknowledgement  of the effect
                                    that the HIV/AIDS,  TB, and malaria pandemic could have on company  strategy and operations.  As
                                    such,  when  considering  the scope of Pfizer's  initiatives  to address this crisis and current
                                    level of disclosure,  we do not believe that the report  requested in this proposal will provide
                                    information  to  shareholders  commensurate  with the  potential  difficulties  and  expenses of
                                    preparing the report.  Therefore,  we do not recommend shareholder support for the resolution at
                                    this time.                                                                                      
                    5       Cease Political Contributions/Activities      Against      Against                     ShrHoldr         
                                    Interaction  between  corporate America and the political process has been a topic of debate for
                                    several  years.  Increasing  scrutiny  during  and  election  year and in the wake of  corporate
                                    scandals  has led to a surge in  shareholder  activism  on  issues of  political  contributions.
                                    Opponents of corporate political contributions argue that companies spending scarce resources on
                                    expensive  lobbying efforts and donating to PACs would be better off investing that money on new
                                    procedures that will better position the company to deal with the coming  regulations or improve
                                    its operations.  Conversely, corporate responses tend to suggest that company involvement in the
                                    political  process can be beneficial to the business  interests of the company and,  ultimately,
                                    shareholder value. When reviewing requests for proposals on political  contributions,  ISS takes
                                    into  account  the  scope  and  nature  of the  request,  the  company's  adherence  to laws and
                                    regulations governing political contributions, and company policies and additional disclosure on
                                    such  contributions.  In this case,  the  proponent has  requested  that the company  completely
                                    refrain from  political  contributions  without  providing a business  case for the  resolution.
                                    Moreover,  we note  that the  company  complies  with all  appropriate  state and  federal  laws
                                    regarding  campaign  contributions.  Therefore,  based on the level of  government  oversight on
                                    political  contributions  and lack of supporting  information for this proposal,  ISS recommends
                                    that shareholders vote against this item.                                                       
                    6       Report on Political Contributions/Activities  Against      Against                     ShrHoldr         
                                    When  reviewing  requests for proposals on political  contributions,  ISS takes into account the
                                    scope and nature of the  request,  the  company's  adherence to laws and  regulations  governing
                                    political  contributions,  and company policies and additional disclosure on such contributions.
                                    In the case of Pfizer,  we note that the  company  follows  all state and local  laws  regarding
                                    contributions to political  candidates or organizations.  Additionally,  interested  parties can
                                    view information on the company's political contributions and donations on a report published at
                                    the end of each election cycle.  Finally,  the scope and nature of the information  requested in
                                    this proposal may not be substantially  different from data currently  available and could prove
                                    costly and difficult for the company to publish in a formal report.  As such, it does not appear
                                    that preparing and  publicizing  such reports in the manner  requested by the proponent would be
                                    the most effective use of shareholder funds.                                                    
                    7       Establish Term Limits for Directors           Against      Against                     ShrHoldr         
                                    Under an effective  corporate  governance  system,  shareholders have the right to express their
                                    preferences  each year by voting on  directors at the annual  meeting.  Thus,  shareholders  can
                                    remove or reelect directors as they see fit.                                                    
                    8       Report on Drug Pricing                        Against      Against                     ShrHoldr         
                                    When  evaluating  drug-pricing  proposals,  ISS  considers  the  economic  benefits of providing
                                    subsidized  drugs  (e.g.,  public  goodwill)  against  the  potential  costs in terms of reduced
                                    profits,  lower R&D spending, and harm to competitiveness.  Additionally,  the company's current
                                    policies are taken into  account,  including  any existing  subsidy or donor  programs that make
                                    life-saving  pharmaceuticals more accessible to financially needy patients. Finally, we consider
                                    the degree to which  peer  companies  have  implemented  price  restraints.  Specifically,  this
                                    proposal  calls for the  company to limit  price  increases  to a level below that of the annual
                                    inflation rate, and report to shareholders on these  initiatives.  While ISS generally  supports
                                    increased  disclosure that may help shareholders better evaluate their investment,  the cost and
                                    difficulty in generating this  information  should be offset by benefits gained from the report.
                                    In this case, we also note that the structure of the proposal  includes  commitment to a pricing
                                    policy along with the report.  Pfizer has implemented  several  programs to assist in increasing
                                    accessibility to their products for the financially  needy.  Additionally,  the company provides
                                    information on these discount, subsidy, and assistance programs in its public filings and on the
                                    company website. Finally, ISS agrees with the company that linking drug pricing to the inflation
                                    rate may place the company at a competitive  disadvantage  by  artificially  discounting  prices
                                    below  those of  competitors'  products  and  limiting  resources  to  invest  in  research  and
                                    development. Therefore, ISS recommends that shareholders vote against this proposal.            
                    9       Limit Awards to Executives                    Against      Against                     ShrHoldr         
                    10      Amend Animal Testing Policy                   Against      Against                     ShrHoldr         
                                    In this case,  Pfizer has developed a policy that calls for utilizing in vitro testing  wherever
                                    possible  provided it complies  with  regulations  and does not effect the analysis of treatment
                                    effectiveness or patient safety. Additionally,  in some cases alternative methods of testing may
                                    be not feasible or meet criteria  established  by the  government.  Moreover,  the level of live
                                    animal testing at Pfizer appears to be consistent with industry standards on the topic. As such,
                                    ISS does not recommend shareholder support for the resolution at this time.                     

05/13/04 - A        Pioneer Natural Resources Co. *PXD*     723787107                                  03/17/04               3,310 
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Ratify Auditors                               For          For                         Mgmt             

05/25/04 - A        Royal Caribbean Cruises Ltd. *RCL*      V7780T103                                  03/26/04               1,600 
                            Meeting for Holders of ADRs                                                                             
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Tor B. Arneberg --- For                                                                  
                                    Despite these  shortcomings,  director elections are standard proposals at annual meetings,  and
                                    these concerns would not be enough to lead us to oppose these candidates.                       
                    1.2     Elect Director William L. Kimsey --- For                                                                
                    1.3     Elect Director Gert W. Munthe --- For                                                                   
                    1.4     Elect Director Thomas J. Pritzker --- For                                                               
                    2       APPROVAL OF THE AMENDED AND RESTATED 2000     For          For                         Mgmt             
                            STOCK AWARD PLAN.                                                                                       
                    3       RATIFICATION OF APPOINTMENT OF                For          For                         Mgmt             
                            PRICEWATERHOUSECOOPERS LLP AS THE COMPANY S                                                             
                            INDEPENDENT ACCOUNTANTS FOR 2004.                                                                       

05/13/04 - A        SLM Corp. *SLM*                         78442P106                                  03/15/04               2,695 
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Approve Omnibus Stock Plan                    For          For                         Mgmt             
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 7.03  percent is within the
                                    allowable  cap for this company of 10.97  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                    3       Ratify Auditors                               For          For                         Mgmt             

04/20/04 - A        Smith International, Inc. *SII*         832110100                                  02/27/04               2,170 
                    1       Elect Directors                               For          Split                       Mgmt             
                    1.1     Elect Director James R. Gibbs --- For                                                                   
                                    We recommend a vote FOR the directors  with the exception of Jerry W. Neely.  We recommend  that
                                    shareholders  WITHHOLD  votes from Jerry W. Neely for standing as an affiliated  outsider on the
                                    Audit and on the Compensation committees.                                                       
                    1.2     Elect Director Jerry W. Neely --- Withhold                                                              
                    2       Ratify Auditors                               For          For                         Mgmt             

06/17/04 - A        Staples, Inc. *SPLS*                    855030102                                  04/19/04               3,800 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Arthur M. Blank --- For                                                                  
                    1.2     Elect Director Gary L. Crittenden --- For                                                               
                    1.3     Elect Director Martin Trust --- For                                                                     
                    1.4     Elect Director Paul F. Walsh --- For                                                                    
                    2       Approve Omnibus Stock Plan                    For          For                         Mgmt             
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 7.87  percent is within the
                                    allowable  cap for this  company of 9.92  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                    3       Amend Employee Stock Purchase Plan            For          For                         Mgmt             
                                    ISS approves of this item  because the plan  complies  with Section 423 of the Internal  Revenue
                                    Code,  the number of shares  being added is  relatively  conservative,  the  offering  period is
                                    reasonable, and there are limitations on participation.                                         
                    4       Amend Employee Stock Purchase Plan            For          For                         Mgmt             
                                    ISS approves of this item because the number of shares being added is  relatively  conservative,
                                    the offering period is reasonable, and there are limitations on participation.                  
                    5       Ratify Auditors                               For          For                         Mgmt             
                    6       Submit Shareholder Rights Plan (Poison        Against      Against                     ShrHoldr         
                            Pill) to Shareholder Vote                                                                               
                                    Conclusion  Given that the plan has already  expired,  and that the board has  determined not to
                                    renew the plan, this proposal has become moot.  Therefore,  we recommend that  shareholders vote
                                    against this item.                                                                              
                    7       Submit Shareholder Rights Plan (Poison        Against      For                         ShrHoldr         
                            Pill) to Shareholder Vote                                                                               
                                    Conclusion  Because  poison pills greatly alter the balance of power  between  shareholders  and
                                    management,  shareholders should be allowed to make their own evaluation of such plans. Ideally,
                                    a pill should include a two- to three-year sunset provision, a reasonable flip-in (20 percent or
                                    higher),  and a  chewable  feature  allowing  shareholders  to redeem the pill in the event of a
                                    takeover offer.                                                                                 
                    8       Limit Executive Compensation                  Against      Against                     ShrHoldr         
                                    Conclusion ISS policy is to recommend voting against  proposals that seek to set absolute levels
                                    on compensation or otherwise dictate the amount or form of compensation.                        
                    9       Prohibit Auditor from Providing Non-Audit     Against      Against                     ShrHoldr         
                            Services                                                                                                
                                    Conclusion In this case, the company states that the Audit Committee  pre-approves  all services
                                    by Ernst & young  LLP,  the  company's  independent  auditors  in  compliance  with the rules of
                                    Sarbanes-Oxley  Act. Also,  the aggregate fees paid for 'tax services' and 'other  services' are
                                    less than the aggregate fees paid for 'audit services' and 'audit-related services'.  Therefore,
                                    we believe this proposal does not warrant shareholder support.                                  

04/20/04 - A        Stryker Corp. *SYK*                     863667101                                  02/27/04               1,260 
                    1       Elect Directors                               For          Split                       Mgmt             
                    1.1     Elect Director John W. Brown --- For                                                                    
                                    We recommend a vote FOR the  directors  with the  exceptions of  affiliated  outsiders  Ronda E.
                                    Stryker and Donald M. Engelman,  Ph.D. We recommend that shareholders  WITHHOLD votes from Ronda
                                    E. Stryker for standing as an affiliated outsider on the compensation and nominating  committees
                                    and from Donald M.  Engelman,  Ph.D.  for standing as  affiliated  outsiders  on the  nominating
                                    committee.                                                                                      
                    1.2     Elect Director Howard E. Cox, Jr. --- For                                                               
                    1.3     Elect Director Donald M. Engelman, Ph.D. --- Withhold                                                   
                    1.4     Elect Director Jerome H. Grossman, M.D. --- For                                                         
                    1.5     Elect Director John S. Lillard --- For                                                                  
                    1.6     Elect Director William U. Parfet --- For                                                                
                    1.7     Elect Director Ronda E. Stryker --- Withhold                                                            
                    2       Increase Authorized Common Stock              For          For                         Mgmt             

04/08/04 - A        T. Rowe Price Group, Inc. *TROW*        74144T108                                  02/06/04               2,095 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Edward C. Bernard --- For                                                                
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director James T. Brady --- For                                                                   
                    1.3     Elect Director D. William J. Garrett --- For                                                            
                    1.4     Elect Director Donald B. Hebb, Jr. --- For                                                              
                    1.5     Elect Director James A.C. Kennedy --- For                                                               
                    1.6     Elect Director James S. Riepe --- For                                                                   
                    1.7     Elect Director George A. Roche --- For                                                                  
                    1.8     Elect Director Brian C. Rogers --- For                                                                  
                    1.9     Elect Director Dr. Alfred Sommer --- For                                                                
                    1.10    Elect Director Dwight S. Taylor --- For                                                                 
                    1.11    Elect Director Anne Marie Whittemore --- For                                                            
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Approve Omnibus Stock Plan                    For          For                         Mgmt             
                                    V. Vote  Recommendation  ISS met with T. Rowe Price  management to discuss T. Rowe Price's stock
                                    compensation  plan.  Management  representatives  included George Roche, James Riepe and William
                                    Stromberg, Chairman & President, Vice Chairman and Director of Equity Research, respectively. T.
                                    Rowe Price views the stock  option  program as an  important  part of its ability to attract and
                                    retain its  professional  staff. T. Rowe Price management  believes  strongly that stock options
                                    best directly align the interests of employees and shareholders. The maintenance of a consistent
                                    option  program  permits the company to invest in its employees and tie them in to the long term
                                    success of the firm.  The company has,  therefore,  placed a greater  emphasis on this incentive
                                    program than on cash or other forms of  long-term  incentives  used by many of its  competitors.
                                    Furthermore,  the company  provides  longer than normal option term vesting at 20% annually over
                                    five years. The stock option program has incentivized and retained  employees.  According to the
                                    company, the average tenure of portfolio managers and analysts is 12 years. As such, the company
                                    has built up a considerable  amount of outstanding stock options.  The company views the outcome
                                    favorably due to the firm's success and long tenured staff.  T. Rowe Price also  emphasized that
                                    equity awards to the top five  executives have been modest with an average of about 4 percent of
                                    total shares awarded in the past three years.  Some of the executive  awards were reload options
                                    too.  Moreover,  the company does not offer Supplemental  Executive  Retirement Plans (SERPs) or
                                    defined pension plans. Therefore,  the company does not have any hidden liabilities.  Beneficial
                                    ownership of  executives  and  directors  is about 14 percent as of the record  date.  The total
                                    direct compensation of the top five named executives does not appear to be excessive in light of
                                    the  company's  stock price  performance.  While ISS  recognizes  T. Rowe  Price's  compensation
                                    methodology for retaining employees,  ISS primarily evaluates stock-based incentive proposals by
                                    analyzing the economic costs and the dilutive impact on shareholders. Since T. Rowe Price uses a
                                    higher level of equity in its  compensation  to employees to offset the lower cash  compensation
                                    and other forms of long-term incentives,  there are higher levels of economic costs and dilution
                                    associated with it.  Therefore,  the cost for the 2004 Stock Incentive Plan is 13.30 percent and
                                    has exceeded the allowable cap of 6.20 percent.  As such, ISS considers the cost of the proposed
                                    plan to be high and we recommend voting AGAINST it.                                             
                    4       Other Business                                For          Against                     Mgmt             
                                    As we cannot know the content of these issues,  we do not recommend  that  shareholders  approve
                                    this request.                                                                                   

04/15/04 - A        Texas Instruments Inc. *TXN*            882508104                                  02/17/04               5,980 
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Expense Stock Options                         Against      For                         ShrHoldr         
                               In the absence of an accepted  methodology  with which to value the contingent cost of stock options,
                               companies that have  voluntarily  expensed stock options have had flexibility in their selection of a
                               specific  valuation  methodology.  Opponents of option  expensing argue that options are difficult to
                               value and expensing  options could add complexity and decrease  transparency in financial  reporting.
                               However,  given the fact that stock options have become an integral component of compensation,  their
                               value cannot be ignored and treated as "no-cost"  compensation.  We believe that stock options should
                               be expensed along with other forms of  compensation.  Given that (1) many companies use stock options
                               as a significant component of overall compensation,  (2) the exercise of options result in a transfer
                               of  shareholder  value,  and (3) the contingent  cost of options  reduces  earnings,  we believe that
                               options should be expensed along with all other forms of compensation to better reflect the company's
                               true earnings and provide additional discipline against overuse.                                     

04/27/04 - A        The Chubb Corp. *CB*                    171232101                                  03/08/04               1,610 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Zoe Baird --- For                                                                        
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director Sheila P. Burke --- For                                                                  
                    1.3     Elect Director James I. Cash, Jr. --- For                                                               
                    1.4     Elect Director Joel J. Cohen --- For                                                                    
                    1.5     Elect Director James M. Cornelius --- For                                                               
                    1.6     Elect Director John D. Finnegan --- For                                                                 
                    1.7     Elect Director David H. Hoag --- For                                                                    
                    1.8     Elect Director Klaus J. Mangold --- For                                                                 
                    1.9     Elect Director Sir David G. Scholey, CBE --- For                                                        
                    1.10    Elect Director Raymond G. H. Seitz --- For                                                              
                    1.11    Elect Director Lawrence M. Small --- For                                                                
                    1.12    Elect Director Daniel E. Somers --- For                                                                 
                    1.13    Elect Director Karen Hastie Williams --- For                                                            
                    1.14    Elect Director James M. Zimmerman --- For                                                               
                    1.15    Elect Director Alfred W. Zollar --- For                                                                 
                    2       Approve Omnibus Stock Plan                    For          For                         Mgmt             
                                    V. Vote RecommendationThe total cost of this plan is 7.61 percent, which is within the allowable
                                    cap for this company of 9.78 percent. Additionally, this plan expressly forbids repricing.      
                    3       Approve Non-Employee Director Omnibus Stock   For          For                         Mgmt             
                            Plan                                                                                                    
                                    VI. Vote  Recommendation  The total cost of the  company's  plans of 4.36  percent is within the
                                    allowable  cap for this  company of 9.78  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                    4       Ratify Auditors                               For          For                         Mgmt             
                    5       Report on Political                           Against      Against                     ShrHoldr         
                            Contributions/Activities                                                                                
                                    When  reviewing  requests for proposals on political  contributions,  ISS takes into account the
                                    scope and nature of the  request,  the  company's  adherence to laws and  regulations  governing
                                    political  contributions,  and company policies and additional disclosure on such contributions.
                                    In the case of Chubb,  we note that the  company  follows  all  state and local  laws  regarding
                                    contributions to political candidates or organizations.  Furthermore, the extensive scope of the
                                    reports requested in this proposal may not be substantially different from information currently
                                    available and could prove costly or difficult to gather and publish in a formal report. As such,
                                    it does not appear that preparing and  publicizing  such reports in the manner  requested by the
                                    proponent would be the most effective use of shareholder funds.                                 

06/01/04 - A        The TJX Companies, Inc. *TJX*           872540109                                  04/12/04               13,560
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Amend Omnibus Stock Plan                      For          For                         Mgmt             
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 7.62  percent is within the
                                    allowable  cap for this  company of 9.59  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                    3       Implement ILO Based Code of Conduct           Against      Against                     ShrHoldr         
                                    Conclusion In the case of TJX, the company already has a vendor code that is publicly  available
                                    on the Internet.  While this code does not reference the right to bargain collectively,  it does
                                    expressly forbid forced labor, child labor, and discrimination;  addresses fair wages and safety
                                    of the workplace and environment;  and provides for freedom of association. We do note that some
                                    of the company's vendors have been involved in some recent  controversies.  However, the company
                                    already uses third-party firms to monitor the compliance by vendors with the company's standards
                                    and therefore complies with the independent monitoring request of this proposal.  Given that the
                                    company already has a policy in place that addresses many of the key principles  outlined in the
                                    ILO  principles and uses  independent  firms for  monitoring  factories,  we do not believe that
                                    support of this proposal is warranted at this time.                                             
                    4       Report on Vendor Standards                    Against      Against                     ShrHoldr         
                                    Conclusion  Generally,  ISS supports requests for increased  disclosure on matters that may help
                                    shareholders  better  evaluate the risks and  opportunities  associated  with their  investment.
                                    However,  such the value of such  information must be weighed against the time and cost required
                                    to  prepare  the  report,  the  impact  that  increased  disclosure  may  have on the  company's
                                    operations,  and existing information that may be similar to that requested by the proposal.  In
                                    this case,  ISS notes  that the  company  already  publicly  discloses  it  policies  for import
                                    suppliers and vendors,  a vendors' code of conduct,  and  information  on compliance  review and
                                    audit  procedures.  Additionally,  the  company  utilizes  a third  party  monitor  to assist in
                                    evaluating  compliance.  Therefore,  considering the steps that the company has taken to address
                                    vendor compliance issues, ISS believes that TJX substantially  addresses the issues set forth by
                                    this  proposal,  and believes that further  reporting and related  actions may be duplicative of
                                    current initiatives. As such, we do not recommend shareholder support for this resolution.      
                    5       Declassify the Board of Directors             Against      For                         ShrHoldr         
                                    Conclusion The ability to elect  directors is the single most  important use of the  shareholder
                                    franchise,  and all directors  should be accountable on an annual basis. A classified  board can
                                    entrench  management  and  effectively  preclude  most takeover  bids or proxy  contests.  Board
                                    classification  forces dissidents and would-be  acquirers to negotiate with the incumbent board,
                                    which has the authority to decide on offers without a shareholder vote.                         

05/20/04 - A        Tiffany & Co. *TIF*                     886547108                                  03/25/04               2,370 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Michael J. Kowalski --- For                                                              
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director Rose Marie Bravo --- For                                                                 
                    1.3     Elect Director William R. Chaney --- For                                                                
                    1.4     Elect Director Samuel L. Hayes III --- For                                                              
                    1.5     Elect Director Abby F. Kohnstamm --- For                                                                
                    1.6     Elect Director Charles K. Marquis --- For                                                               
                    1.7     Elect Director J. Thomas Presby --- For                                                                 
                    1.8     Elect Director James E. Quinn --- For                                                                   
                    1.9     Elect Director William A. Shutzer --- For                                                               
                    2       Ratify Auditors                               For          For                         Mgmt             

06/04/04 - A        Wal-Mart Stores, Inc. *WMT*             931142103                                  04/05/04               3,030 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director James W. Breyer --- For                                                                  
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director M. Michele Burns --- For                                                                 
                    1.3     Elect Director Thomas M. Coughlin --- For                                                               
                    1.4     Elect Director David D. Glass --- For                                                                   
                    1.5     Elect Director Roland A. Hernandez --- For                                                              
                    1.6     Elect Director Dawn G. Lepore --- For                                                                   
                    1.7     Elect Director John D. Opie --- For                                                                     
                    1.8     Elect Director J. Paul Reason --- For                                                                   
                    1.9     Elect Director H. Lee Scott, Jr. --- For                                                                
                    1.10    Elect Director Jack C. Shewmaker --- For                                                                
                    1.11    Elect Director Jose H. Villarreal --- For                                                               
                    1.12    Elect Director John T. Walton --- For                                                                   
                    1.13    Elect Director S. Robson Walton --- For                                                                 
                    1.14    Elect Director Christopher J. Williams --- For                                                          
                    2       Approve Stock Option Plan                     For          For                         Mgmt             
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 2.98  percent is within the
                                    allowable cap for this company of 5.69 percent.                                                 
                    3       Approve Stock Option Plan                     For          For                         Mgmt             
                               Sharesave  plans enable  employees to become  shareholders,                                          
                               which gives them a stake in the company's growth.  However,                                          
                               such plans are beneficial  only when they are well balanced                                          
                               and  in  the  best  interests  of  all  shareholders.   ISS                                          
                               approves of this plan  because  the number of shares  being                                          
                               allowed under the plan is reasonable  and the plan is broad                                          
                               based.                                                                                               
                    4       Amend Employee Stock Purchase Plan            For          For                         Mgmt             
                                    ISS  approves  of this  item  because:  (1) the  number  of  shares  being  added is  relatively
                                    conservative,  (2) the company's matching contribution is reasonable, and (3) there is no voting
                                    power dilution associated with the plan.                                                        
                    5       Ratify Auditors                               For          For                         Mgmt             
                    6       Separate Chairman and CEO Positions           Against      For                         ShrHoldr         
                                    Absent an offsetting governance structure, we believe that a company of this size should be able
                                    to find a qualified independent director willing to serve as chairman.                          
                    7       Prepare Sustainability Report                 Against      For                         ShrHoldr         
                    8       Report on Stock Option Distribution by Race   Against      For                         ShrHoldr         
                            and Gender                                                                                              
                    9       Report on Genetically Modified Organisms      Against      Against                     ShrHoldr         
                            (GMO)                                                                                                   
                    10      Prepare Diversity Report                      Against      For                         ShrHoldr         
                                    As employment diversity issues can impact corporate reputation, we believe that such information
                                    should be made available to shareholders of the company.                                        
                    11      Submit Executive Compensation to Vote         Against      For                         ShrHoldr         
                                    We acknowledge the tax benefits arising from deferring executive  compensation.  However, paying
                                    above-market  interest rates on deferred  compensation  is not "best practice" and results in an
                                    additional  expense to  shareholders.  According to an Executive  Benefits Survey (2003 Results)
                                    published by Clark Consulting,  only seven percent of the 227 participating companies provided a
                                    bonus rate above their base  earnings  rate. In addition,  the  increment  formula for long term
                                    participating in the plan is unique and quite generous. We believe shareholders may benefit from
                                    having the  opportunity  to make their own  evaluation  of the deferred  compensation  packages,
                                    especially when such plans contain unique features beyond best practice.                        

04/27/04 - A        Wells Fargo & Company *WFC*             949746101                                  03/09/04               2,410 
                    1       Elect Directors                               For          Split                       Mgmt             
                    1.1     Elect Director J.A. Blanchard III --- For                                                               
                                    We recommend a vote FOR the directors  with the  exceptions of affiliated  outsiders  Michael W.
                                    Wright,  Judith M. Runstad,  and Donald B. Rice. We recommend that  shareholders  WITHHOLD votes
                                    from Judith M. Runstad for standing as an affiliated outsider on the Audit Committee, Michael W.
                                    Wright and Donald B. Rice for  standing  as  affiliated  outsiders  on the Human  Resources  and
                                    Governance & Nominating committees.                                                             
                    1.2     Elect Director Susan E. Engel --- For                                                                   
                    1.3     Elect Director Enrique Hernandez, Jr. --- For                                                           
                    1.4     Elect Director Robert L. Joss --- For                                                                   
                    1.5     Elect Director Reatha Clark King --- For                                                                
                    1.6     Elect Director Richard M. Kovacevich --- For                                                            
                    1.7     Elect Director Richard D. McCormick --- For                                                             
                    1.8     Elect Director Cynthia H. Milligan --- For                                                              
                    1.9     Elect Director Philip J. Quigley --- For                                                                
                    1.10    Elect Director Donald B. Rice --- Withhold                                                              
                    1.11    Elect Director Judith M. Runstad --- Withhold                                                           
                    1.12    Elect Director Stephen W. Sanger --- For                                                                
                    1.13    Elect Director Susan G. Swenson --- For                                                                 
                    1.14    Elect Director Michael W. Wright --- Withhold                                                           
                    2       Approve Retirement Plan                       For          For                         Mgmt             
                                    This proposal  would allow  employees  receive a reasonable  matching  contribution  in stock on
                                    compensation  that would have not been eligible for a match under the regular  401(k) because of
                                    Code limitations or deferrals.  Furthermore, the dilution arising from stock issuance under this
                                    plan is minimal. As such, we recommend a vote for this benefit plan.                            
                    3       Ratify Auditors                               For          For                         Mgmt             
                    4       Expense Stock Options                         Against      For                         ShrHoldr         
                                    However,  given the fact that stock options have become an integral  component of  compensation,
                                    their value  cannot be ignored  and treated as  "no-cost"  compensation.  We believe  that stock
                                    options should be expensed along with other forms of compensation. Given that (1) many companies
                                    use stock  options as a  significant  component  of overall  compensation,  (2) the  exercise of
                                    options  result in a transfer  of  shareholder  value,  and (3) the  contingent  cost of options
                                    reduces  earnings,  we believe  that  options  should be  expensed  along  with  other  forms of
                                    compensation  to better  reflect the company's true earnings and provide  additional  discipline
                                    against overuse. Moreover, this proposal received majority support at last year's meeting.      
                    5       Limit Executive Compensation                  Against      Against                     ShrHoldr         
                                    While we do like  some of the  elements  of the  restricted  stock  proposal,  such as  granting
                                    restricted  stock based on achievement  of performance  criteria and disclosure of actual hurdle
                                    rates for the performance  criteria,  we believe the proposal is restrictive given the fact that
                                    the proponent asks for a complete substitution of options with restricted stock.                
                    6       Link Executive Compensation to Social Issues  Against      Against                     ShrHoldr         
                                    In view of the company's  controversies  regarding predatory lending practices,  we believe that
                                    this shareholder proposal warrants careful consideration, but should be considered alongside the
                                    company's current policies regarding the issue. Based on the company's disclosure of policies to
                                    address concerns of predatory lending, the independence of the compensation  committee,  and the
                                    absence of controversy  surrounding  current executive  compensation we do not believe that this
                                    review and a subsequent report are necessary at this time.                                      
                    7       Report on Political Contributions/Activities  Against      Against                     ShrHoldr         
                                    When  reviewing  requests for proposals on political  contributions,  ISS takes into account the
                                    scope and nature of the  request,  the  company's  adherence to laws and  regulations  governing
                                    political  contributions,  and company policies and additional disclosure on such contributions.
                                    In the case of Wells Fargo,  we note that the company  complies with federal,  state,  and local
                                    laws regarding contributions to political candidates or organizations. Additionally, the company
                                    has  instituted  and  published  a policy that does not  authorize  corporate  contributions  to
                                    political candidates or related entities.  While ISS notes that the company amended its reply to
                                    this proposal  based on  information  received  after the  distribution  of the proxy  statement
                                    showing corporate campaign  contributions from a subsidiary of the company,  we believe that the
                                    updated  policy for 2004 as stated on the company  website  clearly and publicly  addresses  the
                                    issue.  Finally,  the  extensive  scope of the reports  requested  in this  proposal  may not be
                                    substantially  different  from  information  currently  available  and could  prove  costly  and
                                    difficult  for the  company to  publish in a formal  report.  As such,  it does not appear  that
                                    preparing and  publicizing  such reports in the manner  requested by the proponent  would be the
                                    most effective use of shareholder funds.                                                        

05/10/04 - A        Zimmer Holdings Inc *ZMH*               98956P102                                  03/15/04               1,782 
                    1       Elect Directors                               For          Withhold                    Mgmt             
                    1.1     Elect Director Larry C. Glasscock ---  Withhold                                                         
                                    ISS Conclusion: We recommend that shareholders WITHHOLD votes from independent outsiders John L.
                                    McGoldrick  and Larry C. Glasscock for failure to implement the proposal to submit the company's
                                    poison pill to a shareholder vote.                                                              
                    1.2     Elect Director John L. McGoldrick ---  Withhold                                                         
                    2       Submit Shareholder Rights Plan (Poison        Against      For                         ShrHoldr         
                            Pill) to Shareholder Vote                                                                               
                                    ISS Conclusion:  In this case, the company's pill was not approved by shareholders,  nor does it
                                    embody the features that ISS recommends.  We therefore agree with the proponent that the current
                                    pill should be put to a shareholder vote.                                                       
                    3       Ratify Auditors                               Against      For                         ShrHoldr         
                               ISS Conclusion:  We can see no compelling reason why the company's  shareholders  should not be given
                               the right to a non-binding  ratification of the independent  auditor  selected by the company's audit
                               committee.                                                                                           


N-PX
12th “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 12th
Mgmt Rec - Company Management Recommended Vote                                  

THE BROWN CAPITAL MANAGEMENT SMALL COMPANY FUND                                 
-----------------------------------------------                                 

                                                        [Enlarge/Download Table]
                                                                                                                                    

                                                          Vote Summary Report                                                       
                                                      Jul 01, 2003 - Sep 30, 2003                                                   

Brown Capital Small Company Fund - a219                                                                                             

Mtg                        Company/                                            Mgmt         Vote        Record               Shares 
Date/Type                  Ballot Issues                          Security     Rec          Cast        Date                  Voted 
-------------------------- -------------------------------------- ------------ ------------ ----------- ------------ ---------------

08/06/03 - A               Acxiom Corp. *ACXM*                    005125109                             06/13/03            720,100 
                           1      Elect Directors                              For          For                                     
                           1.1    Elect Director Dr. Ann Hayes Die --- For                                                          
                                     We recommend a vote FOR the directors.                                                         
                           1.2    Elect Director William J. Henderson --- For                                                       
                           1.3    Elect Director Charles D. Morgan --- For                                                          
                           2      Amend Stock Option Plan                      For          Against                                 
                                    Vote  Recommendation  We commend the company for  expressly  forbidding  the  repricing of stock
                                    options under the plan. However, the total cost of the company's plans of 14.68 percent is above
                                    the allowable cap for this company of 12.19 percent.                                            
                           3      Amend Stock Option Plan                      For          Against                                 

08/18/03 - A               American Software, Inc. *AMSWA*        029683109                             07/11/03            150,300 
                           1      Elect Directors                              For          For                                     
                           1.1    Elect Director Dennis Hogue --- For                                                               
                                     We recommend a vote FOR the directors.                                                         
                           1.2    Elect Director John J. Jarvis --- For                                                             
                           1.3    Elect Director James B. Miller, Jr. --- For                                                       

08/11/03 - S               FEI Company *FEIC*                     30241L109                             06/20/03            342,500 
                           1      Increase Authorized Common Stock             For          For                                     

07/29/03 - A               Manugistics Group, Inc. *MANU*         565011103                             06/18/03          2,476,400 
                           1      Elect Directors                              For          Split                                   
                           1.1    Elect Director Joseph H. Jacovini --- Withhold                                                    
                                    We recommend a vote FOR the  directors  with the exception of Joseph H.  Jacovini.  We recommend
                                    that shareholders  WITHHOLD votes from Joseph H. Jacovini for standing as an affiliated outsider
                                    on the Nominating Committee.                                                                    
                           1.2    Elect Director Gregory J. Owens --- For                                                           
                           1.3    Elect Director Thomas A. Skelton --- For                                                          
                           2      Amend Stock Option Plan                      For          Against                                 
                                    Vote  Recommendation  We commend the company for  expressly  forbidding  the  repricing of stock
                                    options  under the  plan.  However,  the total  cost of the plan of 22.16  percent  exceeds  our
                                    allowable cap for this company of 19.73 percent.                                                

                           3      Ratify Auditors                              For          For                                     

09/16/03 - A               Netscout Systems, Inc. *NTCT*          64115T104                             07/22/03            939,600 
                           1      Elect Directors                              For          For                                     
                           1.1    Elect Director Vincent J. Mullarkey --- For                                                       
                                     We recommend a vote FOR the directors.                                                         
                           1.2    Elect Director Kenneth T. Schiciano --- For                                                       
                           2      Amend Employee Stock Purchase Plan           For          For                                     
                                    ISS approves of this item  because the plan  complies  with Section 423 of the Internal  Revenue
                                    Code,  the number of shares  being added is  relatively  conservative,  the  offering  period is
                                    reasonable, and there are limitations on participation.                                         
                           3      Ratify Auditors                              For          For                                     

07/15/03 - A               PDI INC *PDII*                         69329V100                             06/10/03            881,000 
                           1      Elect Directors                              For          For                                     
                           1.1    Elect Director Charles T. Saldarini --- For                                                       
                                    We recommend a vote FOR the directors with the exception of independent  outsider Frank J. Ryan.
                                    We recommend  that  shareholders  WITHHOLD votes from Audit  Committee  member Frank J. Ryan for
                                    paying excessive non-audit fees.                                                                
                           1.2    Elect Director John M. Pietruski --- For                                                          
                           1.3    Elect Director Frank J. Ryan --- For                                                              
                           2      Ratify Auditors                              For          For                                     

07/17/03 - A               Restoration Hardware, Inc. *RSTO*      760981100                             06/06/03            298,400 
                           1      Elect Directors                              For          For                                     
                           1.1    Elect Director Robert E. Camp --- For                                                             
                                    For the holders of common  stock,  we recommend  that  shareholders  vote FOR John W. Tate,  but
                                    WITHHOLD votes from affiliated outsider Robert E. Camp for standing as an affiliated outsider on
                                    the Audit Committee.  For holders of preferred  stock, ISS will not issue a vote  recommendation
                                    for the election of directors. As such we recommend a NONE vote on Item 1.3.                    
                           1.2    Elect Director John W. Tate --- For                                                               
                           1.3    Elect Director Mark J. Schwartz --- For                                                           
                           2      Ratify Auditors                              For          For                                     

08/11/03 - S               Speechworks International, Inc.        84764M101                             06/30/03          2,277,800 
                           1      Approve Merger Agreement                     For          For                                     

N-PX
13th “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 13th
                                                          Vote Summary Report                                                       
                                                      Oct 01, 2003 - Dec 31, 2003                                                   

Brown Capital Small Company Fund                                                                                                    

Mtg                  Company/                                              Mgmt          Vote          Record                Shares 
Date/Type            Ballot Issues                            Security     Rec           Cast          Date                   Voted 
-------------------- ---------------------------------------- ------------ ------------- ------------- ------------ ----------------

10/24/03 - A         Dionex Corp. *DNEX*                      254546104                                09/08/03             401,000 
                     1      Elect Directors                                For           For                                        
                     1.1    Elect Director David L. Anderson --- For                                                                
                                We recommend a vote FOR the directors.                                                              
                     1.2    Elect Director A. Blaine Bowman --- For                                                                 
                     1.3    Elect Director Dr. Lukas Braunschweiler --- For                                                         
                     1.4    Elect Director B. J. Moore --- For                                                                      
                     1.5    Elect Director Riccardo Pigliucci --- For                                                               
                     1.6    Elect Director Michael W. Pope --- For                                                                  
                     2      Approve  Employee  Stock  Purchase  Plan       For          For                                         
                                    ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the
                                    number of shares being reserved is relatively  conservative,  the offering period is reasonable,
                                    and there are limits on participation.                                                          
                     3      Ratify Auditors                                For           For                                        

11/04/03 - A         King Pharmaceuticals Inc. *KG*           495582108                                09/05/03             545,090 
                     1      Elect Directors                                For           For                                        
                     2      Ratify Auditors                                For           For                                        

11/19/03 - A         Medicis Pharmaceutical Corp. *MRX*       584690309                                10/10/03             195,900 
                     1      Elect Directors                                For           Withhold                                   
                     1.1    Elect Director Arthur G. Altschul, Jr. --- Withhold                                                     
                                    We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD
                                    votes from Audit Committee members Philip S. Schein, M.D. and Arthur G. Altschul, Jr. for paying
                                    excessive non-audit fees.                                                                       
                     1.2    Elect Director Philip S. Schein, M.D. --- Withhold                                                      
                     2      Increase Authorized Common Stock               For           Against                                    
                                    The requested  increase of  100,000,000  shares is above the  allowable  threshold of 62,500,000
                                    shares.                                                                                         
                     3      Ratify Auditors                                For           Against                                    

11/13/03 - A         The Bisys Group, Inc. *BSG*              055472104                                09/19/03             351,500 
                     1      Elect Directors                                For           Split                                      
                     1.1    Elect Director Lynn J. Mangum --- For                                                                   
                                    We  recommend  a vote FOR the  directors  with the  exception  of Denis A.  Bovin,  from whom we
                                    recommend  shareholders  WITHHOLD votes for standing as an affiliated outsider on the Nominating
                                    Committee.                                                                                      
                     1.2    Elect Director Denis A. Bovin --- Withhold                                                              
                     1.3    Elect Director Robert J. Casale --- For                                                                 
                     1.4    Elect Director Thomas A. Cooper --- For                                                                 
                     1.5    Elect Director Paula G. McInerney --- For                                                               
                     1.6    Elect Director Thomas E. McInerney --- For                                                              
                     1.7    Elect Director Joseph J. Melone --- For                                                                 
                     1.8    Elect Director Dennis R. Sheehan --- For                                                                
                     2          Approve  Employee  Stock  Purchase  Plan   For           For                                        
                                    ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the
                                    number of shares being reserved is relatively  conservative,  the offering period is reasonable,
                                    and there are limits on participation.                                                          
                     3      Ratify Auditors                                For           For                                        

N-PX
14th “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 14th
                                                          Vote Summary Report                                                       
                                                      Jan 01, 2004 - Mar 31, 2004                                                   

Brown Capital Small Company Fund - a219                                                                                             

Mtg                  Company/                                              Mgmt          Vote          Record                Shares 
Date/Type            Ballot Issues                            Security     Rec           Cast          Date                   Voted 
-------------------- ---------------------------------------- ------------ ------------- ------------- ------------ ----------------

02/19/04 - A         American Italian Pasta Co. *PLB*         027070101                                12/22/03             447,734 
                     1      Elect Directors                                For           For                                        
                     1.1    Elect Director Tim M. Pollak --- For                                                                    
                                We recommend a vote FOR the directors.                                                              
                     1.2    Elect Director William R. Patterson --- For                                                             
                     1.3    Elect Director Terence C. O' Brien --- For                                                              
                     2      Amend Stock Option Plan                        For           For                                        
                                    Vote  Recommendation  The total  cost of the  company's  plans of 11.65  percent  is within  the
                                    allowable  cap for this company of 12.00  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                     3      Ratify Auditors                                For           For                                        

03/10/04 - A         Concur Technologies, Inc. *CNQR*         206708109                                01/12/04             467,200 
                     1      Elect Directors                                For           For                                        
                     2      Amend Omnibus Stock Plan                       For           Against                                    
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 21.19  percent is above the
                                    allowable  cap for this company of 12.03  percent.  Additionally,  the plan allows  repricing of
                                    underwater stock options without  shareholder  approval,  which we believe reduces the incentive
                                    value of the plan.                                                                              
                     3          Amend Non-Employee  Director Stock Option Plan For       Against                                    
                                    VI. Vote  Recommendation  The total cost of the  company's  plans of 19.56  percent is above the
                                    allowable  cap for this company of 12.03  percent.  Additionally,  the plan allows  repricing of
                                    underwater stock options without  shareholder  approval,  which we believe reduces the incentive
                                    value of the plan.                                                                              

03/04/04 - A         Cuno Inc. *CUNO*                         126583103                                01/21/04             376,400 
                     1      Elect Directors                                For           For                                        
                     2      Approve Executive Incentive Bonus Plan         For           For                                        
                                    The performance  measures included under the plan are appropriate for the company given its line
                                    of business, long-term strategic objectives, and industry-specific measures for assessing market
                                    competitiveness.  Additionally, the plan is administered by a committee of independent outsiders
                                    who must certify attainment of these objective,  measurable performance goals before cash awards
                                    are paid to participants.  Moreover,  preservation of the full deductibility of all compensation
                                    paid reduces the company's corporate tax obligation.                                            
                     3      Ratify Auditors                                For           For                                        

02/02/04 - A         Fair Isaac Inc. *FIC*                    303250104                                12/05/03             281,550 
                     1      Elect Directors                                For           Split                                      
                     1.1    Elect Director A. George Battle --- For                                                                 
                                We recommend a vote FOR all  directors  except Alex W. Hart,                                        
                                Philip G. Heasley and Margaret L. Taylor.                                                           
                     1.2    Elect Director Tony J. Christianson --- For                                                             
                     1.3    Elect Director Thomas G. Grudnowski --- For                                                             
                     1.4    Elect Director Alex W. Hart --- Withhold                                                                
                     1.5    Elect Director Philip G. Heasley --- Withhold                                                           
                     1.6    Elect Director Guy R. Henshaw --- For                                                                   
                     1.7    Elect Director David S.P. Hopkins --- For                                                               
                     1.8    Elect Director Margaret L. Taylor ---  Withhold                                                         
                     2          Increase  Authorized Common Stock          For           For                                        
                                    The requested  increase of  100,000,000  shares is below the allowable  threshold of 110,000,000
                                    shares. We recommend a vote FOR Item 2.                                                         
                     3      Ratify Auditors                                For           For                                        

03/25/04 - A         Green Mountain Coffee Roasters, Inc.     393122106                                01/26/04             389,997 
                     *GMCR*                                                                                                         
                     1          Amend  Employee Stock Purchase Plan        For           For                                        
                                    ISS approves of this item  because the plan  complies  with Section 423 of the Internal  Revenue
                                    Code,  the number of shares  being added is  relatively  conservative,  the  offering  period is
                                    reasonable, and there are limitations on participation.                                         
                     2      Elect Directors                                For           For                                        
                     2.1    Elect Director Barbara D. Carlini --- For                                                               
                                We recommend a vote FOR the directors.                                                              
                     2.2    Elect Director Hinda Miller --- For                                                                     

03/09/04 - A         Transaction Systems Architects, Inc.     893416107                                01/14/04           1,496,500 
                     *TSAI*                                                                                                         
                     1      Elect Directors                                For           For                                        
                     2      Amend Non-Employee Director Stock Option Plan  For           For                                        
                                    V. Vote  Recommendation  The total cost of the  company's  plans of 10.45  percent is within the
                                    allowable  cap for this company of 10.82  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                     3      Amend  Employee Stock Purchase Plan            For           For                                        
                                    ISS approves of this item  because the plan  complies  with Section 423 of the Internal  Revenue
                                    Code,  the number of shares  being added is  relatively  conservative,  the  offering  period is
                                    reasonable, and there are limitations on participation.                                         
                     4      Ratify Auditors                                For           For                                        

N-PX
15th “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 15th
                                                          Vote Summary Report                                                       
                                                      Apr 01, 2004 - Jun 30, 2004                                                   

Brown Capital Small Company Fund - a219                                                                                             

Mtg                 Company/                                              Mgmt         Vote            Record                Shares 
Date/Type           Ballot Issues                           Security      Rec          Cast            Date        Prpnent    Voted 
------------------- --------------------------------------- ------------- ------------ --------------- ----------- -------- --------

05/11/04 - A        Accelrys Inc *ACCL*                     71713B104                                  03/25/04             931,553 
                    1       Elect Directors                               For          Split                       Mgmt             
                    1.1     Elect Director Paul A. Bartlett, Ph.D. ---  Withhold                                                    
                                    We  recommend  a vote FOR the  directors  with the  exception  of  affiliated  outsider  Paul A.
                                    Bartlett,  Ph.D.. We recommend that shareholders WITHHOLD votes from Paul A. Bartlett, Ph.D. for
                                    standing as an affiliated outsider on the Corporate  Governance  Committee,  which serves as the
                                    Nominating Committee.                                                                           
                    1.2     Elect Director Kenneth L. Coleman --- For                                                               
                    1.3     Elect Director Ricardo B. Levy, Ph.D. --- For                                                           
                    2       Change Company Name                           For          For                         Mgmt             
                    3       Approve Omnibus Stock Plan                    For          For                         Mgmt             
                                    V. Vote  Recommendation  The total cost of the  company's  plans of 18.60  percent is within the
                                    allowable  cap for this company of 19.67  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                    4       Ratify Auditors                               For          For                         Mgmt             

05/12/04 - A        Advent Software, Inc. *ADVS*            007974108                                  03/17/04             839,250 
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Approve Non-Employee Director Omnibus Stock   For          Against                     Mgmt             
                            Plan                                                                                                    
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 24.50  percent is above the
                                    allowable cap for this company of 19.88 percent.                                                
                    3       Amend Stock Option Plan                       For          Against                     Mgmt             
                                    VI. Vote  Recommendation  The total cost of the  company's  plans of 23.63  percent is above the
                                    allowable  cap for this company of 19.88  percent.  Additionally,  the plan allows  repricing of
                                    underwater stock options without  shareholder  approval,  which we believe reduces the incentive
                                    value of the plan. Equity grants including stock options and restricted stock to top five named 
                    4       Ratify Auditors                               For          For                         Mgmt             

06/10/04 - A        Affymetrix Inc. *AFFX*                  00826T108                                  04/16/04             832,200 
                    1       Elect Directors                               For          Split                       Mgmt             
                    1.1     Elect Director Stephen P.A. Fodor, Ph.D. --- For                                                        
                                    We recommend a vote FOR the directors with the exceptions of insiders Stephen P.A. Fodor,  Ph.D.
                                    and Susan E. Siegel,  and  affiliated  outsiders  David B. Singer and John D. Diekman,  Ph.D. We
                                    recommend  that  shareholders  WITHHOLD  votes from John D.  Diekman,  Ph.D.  for standing as an
                                    affiliated  outsider on the Audit and  Nominating  &  Corporate  Governance  committees  and for
                                    failure to establish a majority independent board. We also recommend that shareholders  WITHHOLD
                                    votes from David B. Singer for standing as an affiliated outsider on the Audit Committee and for
                                    failure to establish a majority  independent  board.  Finally,  we recommend  that  shareholders
                                    WITHHOLD  votes from Stephen P.A.  Fodor,  Ph.D.  and Susan E. Siegel for failure to establish a
                                    majority independent board.                                                                     
                    1.2     Elect Director Paul Berg, Ph.D. --- For                                                                 
                    1.3     Elect Director John D. Diekman, Ph.D. --- Withhold                                                      
                    1.4     Elect Director Vernon R. Loucks, Jr. --- For                                                            
                    1.5     Elect Director Susan E. Siegel --- For                                                                  
                    1.6     Elect Director David B. Singer --- Withhold                                                             
                    1.7     Elect Director John A. Young --- For                                                                    
                    2       Amend Omnibus Stock Plan                      For          For                         Mgmt             
                                    V. Vote  Recommendation  We commend the company for expressly  forbidding the repricing of stock
                                    options under the plan. However, the total cost of the company's plans of 14.12 percent is above
                                    the allowable cap for this company of 12.44 percent.                                            
                    3       Ratify Auditors                               For          For                         Mgmt             

05/19/04 - A        Albany Molecular Research, Inc.         012423109                                  03/24/04           1,633,950 
                    *AMRI*                                                                                                          
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Thomas E. D'Ambra --- For                                                                
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director Anthony P. Tartaglia --- For                                                             

05/06/04 - A        ANSYS, Inc. *ANSS*                      03662Q105                                  03/09/04             423,550 
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Amend Omnibus Stock Plan                      For          For                         Mgmt             
                                    V. Vote  Recommendation  The total cost of the  company's  plans of 17.40  percent is within the
                                    allowable  cap for this company of 19.97  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                    3       Amend Employee Stock Purchase Plan            For          For                         Mgmt             
                                    ISS approves of this item  because the plan  complies  with Section 423 of the Internal  Revenue
                                    Code,  the number of shares  being added is  relatively  conservative,  the  offering  period is
                                    reasonable, and there are limitations on participation.                                         
                    4       Ratify Auditors                               For          For                         Mgmt             

05/05/04 - A        Bruker Biosciences Corp. *BRKR*         116794108                                  04/02/04             837,500 
                    1       Elect Directors                               For          Split                       Mgmt             
                    1.1     Elect Director Frank H. Laukien, Ph.D. --- Withhold                                                     
                                    We recommend a vote FOR the directors  with the exception of insider Frank H. Laukien,  Ph.D. We
                                    recommend that shareholders WITHHOLD votes from Frank H. Laukien, Ph.D. for failure to establish
                                    an independent nominating committee.                                                            
                    1.2     Elect Director M. Christopher Canavan, Jr. --- For                                                      
                    1.3     Elect Director Taylor J. Crouch --- For                                                                 
                    2       Ratify Auditors                               For          For                         Mgmt             

05/28/04 - A        Cerner Corp. *CERN*                     156782104                                  04/02/04              43,900 
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Approve Omnibus Stock Plan                    For          Against                     Mgmt             
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 20.78  percent is above the
                                    allowable cap for this company of 16.74 percent.                                                
                    3       Ratify Auditors                               For          For                         Mgmt             

04/22/04 - S        Cognex Corp. *CGNX*                     192422103                                  03/10/04             616,800 
                    1       Elect Directors                               For          For                         Mgmt             

05/05/04 - A        Concord Communications, Inc. *CCRD*     206186108                                  03/08/04             576,200 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Robert M. Wadsworth --- For                                                              
                    2       Approve Employee Stock Purchase Plan          For          For                         Mgmt             
                                    ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the
                                    number of shares being reserved is relatively  conservative,  the offering period is reasonable,
                                    and there are limits on participation.                                                          

06/03/04 - A        Datastream Systems, Inc. *DSTM*         238124101                                  04/19/04             438,500 
                    1       Elect Directors                               For          For                         Mgmt             

05/04/04 - A        Diagnostic Products Corp. *DP*          252450101                                  03/12/04             402,200 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Sidney A. Aroesty --- For                                                                
                    1.2     Elect Director Frederick Frank --- For                                                                  
                    1.3     Elect Director Kenneth A. Merchant --- For                                                              
                    1.4     Elect Director Maxwell H. Salter --- For                                                                
                    1.5     Elect Director Dr. James D. Watson --- For                                                              
                    1.6     Elect Director Ira Ziering --- For                                                                      
                    1.7     Elect Director Michael Ziering --- For                                                                  
                    2       Approve Increase in Size of Board             For          For                         Mgmt             
                                    The requested  increase  appears to be  appropriate  for a company of this size, and there is no
                                    evidence suggesting that the proposal is an attempt to entrench current management              

05/20/04 - A        FEI Company *FEIC*                      30241L109                                  03/22/04             532,200 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Dr. M.J. Attardo --- For                                                                 
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director Wilfred J. Corrigan --- For                                                              
                    1.3     Elect Director Thomas F. Kelly --- For                                                                  
                    1.4     Elect Director Dr. William W. Lattin --- For                                                            
                    1.5     Elect Director Jan C. Lobbezoo --- For                                                                  
                    1.6     Elect Director Dr. Gerhard Parker --- For                                                               
                    1.7     Elect Director James T. Richardson --- For                                                              
                    1.8     Elect Director Vahe A. Sarkissian --- For                                                               
                    1.9     Elect Director Donald R. VanLuvanee --- For                                                             
                    2       Amend Stock Option Plan                       For          For                         Mgmt             
                                    V. Vote  Recommendation  The total cost of the  company's  plans of 10.43  percent is within the
                                    allowable  cap for this company of 19.67  percent.  Equity  grants of stock  options to top five
                                    named executive  officers is 27.07 percent of the total shares awarded in the current year. More
                                    than one  quarter  of the  total  shares  granted  in the  current  year  were  made to top five
                                    executives.                                                                                     
                    3       Amend Employee Stock Purchase Plan            For          For                         Mgmt             
                                    ISS approves of this item  because the plan  complies  with Section 423 of the Internal  Revenue
                                    Code,  the number of shares  being added is  relatively  conservative,  the  offering  period is
                                    reasonable, and there are limitations on participation.                                         

04/21/04 - A        FLIR Systems, Inc. *FLIR*               302445101                                  03/03/04             286,360 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director John D. Carter --- For                                                                   
                    1.2     Elect Director Michael T. Smith --- For                                                                 
                    2       Amend Stock Option Plan                       For          For                         Mgmt             
                                    V. Vote  Recommendation  The total cost of the  company's  plans of 13.68  percent is within the
                                    allowable  cap for this company of 19.92  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      

06/03/04 - A        Gene Logic Inc. *GLGC*                  368689105                                  04/08/04           1,760,100 
                    1       Elect Directors                               For          Withhold                    Mgmt             
                    1.1     Elect Director Jules Blake, Ph.D. ---                                                                   
                            Withhold                                                                                                
                                    We recommend that shareholders  WITHHOLD votes from directors Jules Blake,  Ph.D. and Michael J.
                                    Brennan, M.D., Ph.D. for not aligning the CEO's compensation with the interests of shareholders.
                    1.2     Elect Director Michael J. Brennan, M.D.,  Ph.D. --- Withhold                                            
                    2       Ratify Auditors                               For          For                         Mgmt             

05/20/04 - A        Human Genome Sciences, Inc. *HGSI*      444903108                                  03/31/04           1,117,200 
                    1       Elect Directors                               For          Split                       Mgmt             
                    1.1     Elect Director Richard J. Danzig --- For                                                                
                                    We recommend a vote FOR the  directors  with the  exception of  affiliated  outsider  Argeris N.
                                    Karabelas, Ph.D.. We recommend that shareholders WITHHOLD votes from Argeris N. Karabelas, Ph.D.
                                    for standing as an affiliated outsider on the Compensation Committee.                           
                    1.2     Elect Director Jurgen Drews, M.D. --- For                                                               
                    1.3     Elect Director Kathryn E. Falberg --- For                                                               
                    1.4     Elect Director Argeris N. Karabelas, Ph.D.  --- Withhold                                                
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Amend Stock Option Plan                       For          Against                     Mgmt             
                                    V. Vote  Recommendation  We commend the company for expressly  forbidding the repricing of stock
                                    options  under the  plan.  However,  the total  cost of the plan of 12.23  percent  exceeds  our
                                    allowable cap for this company of 11.15 percent.                                                
                    4       Amend Stock Option Plan                       For          For                         Mgmt             
                    5       Approve Option Exchange Program               For          For                         Mgmt             
                                    According to ISS's cost-based  analysis,  the cost of the maximum number of outstanding  options
                                    eligible for exchange is substantially the same as the maximum number of options available to be
                                    issued pursuant to the exchange.  Additionally,  the program adequately limits participation and
                                    maintains appropriate vesting and terms of the surrendered options.                             

05/25/04 - A        INCYTE CORP. *INCY*                     45337C102                                  04/05/04           1,140,900 
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Ratify Auditors                               For          For                         Mgmt             

05/06/04 - A        Kendle International, Inc. *KNDL*       48880L107                                  03/17/04             163,500 
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Approve Outside Director Stock                For          For                         Mgmt             
                            Awards/Options in Lieu of Cash                                                                          
                                    This proposal aligns the interests of non-employee  directors with those of shareholders.  Since
                                    the dilution of 0.19  percent is minimal,  we believe that this  proposal  warrants  shareholder
                                    support.                                                                                        
                    3       Ratify Auditors                               For          For                         Mgmt             

05/25/04 - A        Macrovision Corp. *MVSN*                555904101                                  03/31/04             651,045 
                    1       Elect Directors                               For          Split                       Mgmt             
                    1.1     Elect Director John O. Ryan --- Withhold                                                                
                                    We recommend a vote FOR the directors with the exception of insiders William A. Krepick and John
                                    O. Ryan,  and  affiliated  outsiders  Matt  Christiano  and Donna S. Birks.  We  recommend  that
                                    shareholders  WITHHOLD  votes from  William A.  Krepick,  John O. Ryan and Matt  Christiano  for
                                    failure to establish a majority independent board. We also recommend that shareholders  WITHHOLD
                                    votes from Donna S. Birks for standing as an affiliated outsider on the Audit,  Compensation and
                                    Nominating committees and for failure to establish a majority independent board.                
                    1.2     Elect Director William A. Krepick --- Withhold                                                          
                    1.3     Elect Director Matt Christiano --- Withhold                                                             
                    1.4     Elect Director Donna S. Birks --- Withhold                                                              
                    1.5     Elect Director William N. Stirlen --- For                                                               
                    1.6     Elect Director Thomas Wertheimer --- For                                                                
                    1.7     Elect Director Steven G. Blank --- For                                                                  
                    2       Ratify Auditors                               For          For                         Mgmt             

05/21/04 - A        Manhattan Associates, Inc. *MANH*       562750109                                  03/31/04             788,900 
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Ratify Auditors                               For          For                         Mgmt             

06/10/04 - A        Medialink Worldwide Inc. *MDLK*         58445P105                                  04/19/04             193,800 
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Amend Non-Employee Director Stock Option      For          For                         Mgmt             
                            Plan                                                                                                    
                                    V.  Vote  RecommendationThe  total  cost of the  company's  plan of 15.94  percent  is above the
                                    allowable cap for this company of 15.47 percent. The plan expressly forbids repricing.          
                    3       Ratify Auditors                               For          For                         Mgmt             

06/30/04 - A        Molecular Devices Corp. *MDCC*          60851C107                                  05/06/04           1,113,350 
                    1       Issue Shares in Connection with an            For          For                         Mgmt             
                            Acquisition                                                                                             
                    2       Elect Directors                               For          For                         Mgmt             
                    2.1     Elect Director Joseph D. Keegan, Ph.D. ---  For                                                         
                                    We recommend a vote FOR the directors  with the  exceptions of Andre F. Marion and Paul Goddard,
                                    Ph.D..  We recommend  that  shareholders  WITHHOLD  votes from Andre F. Marion and Paul Goddard,
                                    Ph.D. for poor attendance.                                                                      
                    2.2     Elect Director Moshe H. Alafi --- For                                                                   
                    2.3     Elect Director David L. Anderson --- For                                                                
                    2.4     Elect Director A. Blaine Bowman --- For                                                                 
                    2.5     Elect Director Paul Goddard, Ph.D. --- For                                                              
                    2.6     Elect Director Andre F. Marion --- For                                                                  
                    2.7     Elect Director H.M. Mcconnell, Ph.D. --- For                                                            
                    2.8     Elect Director J. Allan Waitz, Ph.D. --- For                                                            
                    3       Amend Stock Option Plan                       For          Against                     Mgmt             
                                    V. Vote  Recommendation  Although the cost of the company's plans of 12.75 percent is within the
                                    allowable cap for this company of 19.55 percent, the plan allows for repricing of options, which
                                    we believe reduces the incentive value of the awards.                                           
                    4       Ratify Auditors                               For          For                         Mgmt             

05/27/04 - A        Panera Bread Company *PNRA*             69840W108                                  04/06/04             261,600 
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Ratify Auditors                               For          For                         Mgmt             

06/16/04 - A        PDI, Inc. *PDII*                        69329V100                                  04/21/04             893,900 
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Approve Omnibus Stock Plan                    For          For                         Mgmt             
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 12.83  percent is above the
                                    allowable cap for this company of 12.81 percent.                                                
                    3       Ratify Auditors                               For          For                         Mgmt             

06/08/04 - A        QRS Corp. *QRSI*                        74726X105                                  04/16/04           1,003,850 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Charles K. Crovitz --- For                                                               
                    1.2     Elect Director John P. Dougall --- For                                                                  
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Approve Employee Stock Purchase Plan          For          For                         Mgmt             
                                    ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the
                                    number of shares being reserved is relatively  conservative,  the offering period is reasonable,
                                    and there are limits on participation.                                                          

05/18/04 - A        RadiSys Corp. *RSYS*                    750459109                                  03/22/04           1,117,400 
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Amend Employee Stock Purchase Plan            For          For                         Mgmt             
                                    ISS approves of this item  because the plan  complies  with Section 423 of the Internal  Revenue
                                    Code,  the number of shares  being added is  relatively  conservative,  the  offering  period is
                                    reasonable, and there are limitations on participation.                                         

05/14/04 - A        ScanSoft, Inc. *SSFT*                   80603P107                                  03/15/04           1,995,974 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Robert M. Finch --- For                                                                  
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director Robert J. Frankenberg --- For                                                            
                    1.3     Elect Director John C. Freker, Jr. --- For                                                              
                    1.4     Elect Director William H. Janeway --- For                                                               
                    1.5     Elect Director Katharine A. Martin --- For                                                              
                    1.6     Elect Director Mark B. Myers --- For                                                                    
                    1.7     Elect Director Paul A. Ricci --- For                                                                    
                    1.8     Elect Director Robert G. Teresi --- For                                                                 
                    2       Increase Authorized Common Stock              For          For                         Mgmt             
                                    The requested  increase of  140,000,000  shares is below the  allowable  threshold of 217,00,000
                                    shares.                                                                                         
                    3       Amend Omnibus Stock Plan                      For          For                         Mgmt             
                                    V. Vote  Recommendation  The total cost of the  company's  plans of 12.75  percent is within the
                                    allowable  cap for this company of 19.93  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                    4       Amend Employee Stock Purchase Plan            For          For                         Mgmt             
                                    ISS approves of this item  because the plan  complies  with Section 423 of the Internal  Revenue
                                    Code,  the number of shares  being added is  relatively  conservative,  the  offering  period is
                                    reasonable, and there are limitations on participation.                                         
                    5       Ratify Auditors                               For          For                         Mgmt             

06/03/04 - A        Specialty Laboratories, Inc. *SP*       84749R100                                  04/12/04           1,712,442 
                    1       Elect Directors                               For          Split                       Mgmt             
                    1.1     Elect Director Thomas R. Testman --- For                                                                
                                    We recommend a vote FOR the directors with the exception of insider James B. Peter,  M.D., Ph.D.
                                    We recommend that shareholders  WITHHOLD votes from James B. Peter,  M.D., Ph.D. for standing as
                                    an insider on the Nominating Committee.                                                         
                    1.2     Elect Director Douglas S. Harrington --- For                                                            
                    1.3     Elect Director Deborah A. Estes --- For                                                                 
                    1.4     Elect Director Richard E. Belluzzo --- For                                                              
                    1.5     Elect Director Michael T. DeFreece --- For                                                              
                    1.6     Elect Director Hubbard C. Howe --- For                                                                  
                    1.7     Elect Director William J. Nydam --- For                                                                 
                    1.8     Elect Director James B. Peter --- Withhold                                                              
                    1.9     Elect Director David R. Schreiber --- For                                                               
                    2       Approve Omnibus Stock Plan                    For          For                         Mgmt             
                                    Given that the company will be entitled to a business expense deduction due to the favorable tax
                                    treatment attributable to Section 162(m), we believe this item warrants shareholder approval.   

05/27/04 - A        Symyx Technologies, Inc. *SMMX*         87155S108                                  03/30/04           1,030,947 
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Ratify Auditors                               For          For                         Mgmt             

05/18/04 - A        The Cheesecake Factory, Inc. *CAKE*     163072101                                  03/31/04             216,850 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Thomas L. Gregory --- For                                                                
                                    ISS supports the proposed corporate governance reforms that Culinary Union is advocating.  While
                                    ISS notes the positive steps the company took in forming a Corporate Governance Committee and in
                                    eliminating  the  slow-hand  provision  in its poison pill,  it  considers  them as only partial
                                    response to shareholders'  mandate on the governance  issues.  The company in its defense points
                                    out that the proposals did not receive 80 percent of the votes  outstanding which is required to
                                    amend the company's bylaws on some of those proposals.  However, the proposals did receive clear
                                    majority of the votes cast.  In light of the majority  support,  ISS  believes  that the company
                                    should  have taken  additional  steps to  respond to  shareholders'  wishes.  ISS'  policy is to
                                    withhold  votes from the  director  nominees  if they  ignore a  shareholder  proposal  that was
                                    approved by a majority of the votes cast for two consecutive years. However, in this case, given
                                    that the no vote campaign is a continuation of Culinary Union's advocacy of corporate governance
                                    reforms which ISS supports,  and the company's minimal response to address shareholders' mandate
                                    of last year on multiple proposals, ISS recommends a WITHHOLD vote from Thomas Gregory.         
                    2       Amend Stock Option Plan                       For          For                         Mgmt             
                                    V. Vote  Recommendation  The total cost of the  company's  plans of 13.67  percent is within the
                                    allowable cap for this company of 19.66 percent.                                                
                    3       Amend Omnibus Stock Plan                      For          For                         Mgmt             
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 9.49  percent is within the
                                    allowable cap for this company of 19.66 percent.                                                

                    4       Amend Non-Employee Director Stock Option      For          For                         Mgmt             
                            Plan                                                                                                    
                                    VI. Vote  Recommendation  The total cost of the  company's  plans of 8.54  percent is within the
                                    allowable  cap for this company of 19.66  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      

05/05/04 - A        Tollgrade Communications, Inc. *TLGD*   889542106                                  03/04/04             688,200 
                    1       Elect Directors                               For          Split                       Mgmt             
                    1.1     Elect Director Richard H. Heibel --- For                                                                
                                    We recommend that  shareholders  vote FOR Richard H. Heibel,  but WITHHOLD votes from affiliated
                                    outsider Robert W.  Kampmeinert.  We recommend that  shareholders  WITHHOLD votes from Robert W.
                                    Kampmeinert for standing as an affiliated outsider on the Compensation committee and for failure
                                    to establish a majority independent board.                                                      
                    1.2     Elect Director Robert W. Kampmeinert --- Withhold                                                       

05/12/04 - A        Tripos, Inc. *TRPS*                     896928108                                  03/29/04             148,900 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Ralph Lobdell --- For                                                                    
                    1.2     Elect Director John Mcalister --- For                                                                   
                    1.3     Elect Director Alfred Alberts --- For                                                                   
                    1.4     Elect Director Gary Meredith --- For                                                                    
                    1.5     Elect Director Stewart Carrell --- For                                                                  
                    1.6     Elect Director Ferid Murad --- For                                                                      
                    2       Amend Employee Stock Purchase Plan            For          For                         Mgmt             
                                    ISS approves of this item  because the plan  complies  with Section 423 of the Internal  Revenue
                                    Code,  the number of shares  being added is  relatively  conservative,  the  offering  period is
                                    reasonable, and there are limitations on participation.                                         

05/05/04 - A        Ventana Medical Systems, Inc. *VMSI*    92276H106                                  03/19/04              40,200 
                    1       Ratify Auditors                               For          For                         Mgmt             
                    2       Elect Directors                               For          For                         Mgmt             


N-PX
16th “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 16th
                                                        [Enlarge/Download Table]
                                                                                                                                    
Mgmt Rec - Company Management Recommended Vote                                                                                      

THE BROWN CAPITAL MANAGEMENT INTERNATIONAL EQUITY FUND                                                                              
------------------------------------------------------                                                                              

                                                          Vote Summary Report                                                       
                                                      Jul 01, 2003 - Sep 30, 2003                                                   

Int'l Fund - 11032-00-J                                                                                                             

Mtg                          Company/                                      Mgmt          Vote        Record                   Shares
Date/Type                    Ballot Issues                    Security     Rec           Cast        Date                      Voted
-------------------- ---------------------------------------- ------------ ------------- ----------- ----------- ------------------ 

07/25/03 - A         Satyam Computer Services              804098101                             None                         4,200 
                     1    Accept Financial Statements and Statutory   For          For                                              
                          Reports                                                                                                   
                     2    Approve Dividends of INR 2.2 Per Share      For          For                                              
                     3    Reappoint V.P. Rama Rao as Director         For          For                                              
                     4    Approve Price Waterhouse as Auditors and    For          For                                              
                          Authorize Board to Fix Their Remuneration                                                                 
                     5    Appoint K.G. Palepu as Director             For          For                                              
                     6    Appoint V.K. Dham as Director               For          For                                              
                     7    Approve Issuance of Shares Pursuant to      For          For                                              
                          the Share Option Scheme                                                                                   
                     8    Approve Remuneration of Non-executive       For          For                                              
                          Directors                                                                                                 
                                    ISS advises  shareholders  to vote against this  proposal  until  further  information  has been
                                    provided by the company.                                                                        

N-PX
17th “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 17th
                                                          Vote Summary Report                                                       
                                                      Oct 01, 2003 - Dec 31, 2003                                                   

BCM International Equity Fund                                                                                                       

Mtg                  Company/                                              Mgmt          Vote        Record                  Shares 
Date/Type            Ballot Issues                            Security     Rec           Cast        Date                     Voted 
-------------------- ---------------------------------------- ------------ ------------- ----------- ----------- ------------------ 

11/26/03 - A         Esprit Holdings                          BMG3122U1291                             None                   54,400
                     1      Accept Financial Statements and Statutory      For           For                                        
                            Reports                                                                                                 
                     2      Approve Final Dividend                         For           For                                        
                                This is a routine item.                                                                             
                     3      Approve Special Dividend                       For           For                                        
                     4      Reelect Directors                              For           For                                        
                                    Despite these  shortcomings,  director  elections are standard  proposals at annual meetings and
                                    these concerns would not be enough to lead us to oppose these candidates.                       
                     5      Reappoint Auditors and Authorize Board to      For           For                                        
                            Fix Their Remuneration                                                                                  
                                 This is a routine item.                                                                            
                     6      Approve Repurchase of Up to 10 Percent of      For           For                                        
                            Issued Capital                                                                                          
                     7      Approve Issuance of Equity or Equity-Linked    For           For                                        
                            Securities without Preemptive Rights                                                                    
                     8      Authorize Reissuance of Repurchased Shares     For           For                                        

12/10/03 - S         Fomento Economico Mexicano S.A.          344419106                                None                   1,800 
                     (Femsa)                                                                                                        
                     1      Amend Articles Re: Compliance with Mexican     For           For                                        
                            Market Law                                                                                              
                     2      Designate Inspector or Shareholder             For           For                                        
                            Representative(s) of Minutes of Meeting                                                                 
                     3      Approve Minutes of Meeting                     For           For                                        

10/28/03 - A         PARTNER COMMUNICATIONS CO LTD            70211M109                                10/07/03              12,300 
                     1      Reappoint Kesselman & Kesselman as Auditors    For           For                                        
                            and Authorize Board to Fix Their Remuneration                                                           
                                 This is a routine item.                                                                            
                     2      Elect C. Fok Kin-ning, K. Chek Ngee, T. Raz,   For           For                                        
                            C. Ting Yu, S. Chow Woo Mo Fong, D. Dankner,                                                            
                            S. Dankner, U. Galil, D. Lai Kai Ming, E.                                                               
                            Gissin, A. Kess, P. Shachar, F. John Sixt,                                                              
                            and C. Tucker as Directors                                                                              
                                    Despite the poor level of disclosure regarding the board, a situation which is common in Israel,
                                    we believe it would be counterproductive to withhold support from the directors unless there was
                                    some specific controversy involving the company.                                                
                     3      Elect M. Vidman as an External Director        For           For                                        
                                    In the absence of a specific controversy involving the company, this is a routine item.         
                     4      Accept Financial Statements and Statutory      For           For                                        
                            Reports (Voting)                                                                                        
                                 This is a routine item.                                                                            

10/27/03 - S         Teva Pharmaceutical Industries           881624209                                09/18/03               3,400 
                     1      Elect G. Shalev as an External Director        For           For                                        
                                    Despite the poor level of disclosure regarding the board, a situation which is common in Israel,
                                    we believe it would be  counterproductive  to withhold support from Shalev unless there was some
                                    specific controversy involving the company.                                                     
                     2      Approve Increase in Remuneration of            For           For                                        
                            Directors other than the Chairman                                                                       
                                 This is a routine item.                                                                            

N-PX
18th “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 18th
                                                          Vote Summary Report                                                       
                                                      Jan 01, 2004 - Mar 31, 2004                                                   

BCM International Equity Fund - 11032-00-J                                                                                          

Mtg                  Company/                                              Mgmt          Vote          Record                Shares 
Date/Type            Ballot Issues                            Security     Rec           Cast          Date                   Voted 
-------------------- ---------------------------------------- ------------ ------------- ------------- ------------ ----------------
03/23/04 - A         Danske Bank AS (Formerly Den Danske      DK0010274414                             None                   6,000 
                     Bank)                                                                                                          
                     1      Approve Financial Statements and Discharge     For           For                                        
                            Directors; Approve Allocation of Income and                                                             
                            Dividends of DKK 6.55 Per Share                                                                         
                     2      Reelect Joergen Moeller, Niels Holm, Peter     For           For                                        
                            Hoejland, and Majken Schultz as Directors                                                               
                     3      Reelect Grant Thornton and KPMG as Auditors    For           For                                        
                     4      Authorize Repurchase of Up to Ten Percent of   For           For                                        
                            Issued Share Capital                                                                                    
                     5      Approve DKK 394.1 Million Reduction in Share   For           For                                        
                            Capital via Share Cancellation                                                                          
                     6      Amend Articles Re: Quorum and Voting           For           Against                                    
                            Majority Requirements                                                                                   
                                    ISS believes that companies that have substantial  shareholders or shareholder groups should set
                                    their quorum  requirement  well above the  percentage  of shares owned by such  shareholders  or
                                    shareholder  groups.  Quorum  requirements  are  intended  to  ensure  that  a  broad  range  of
                                    shareholders is represented at meetings.  Because the amendment would remove the requirement for
                                    a quorum in connection with shareholder proposals, we recommend a vote against the proposal.    
                     7      Other Business (Non-Voting)                    None          None                                       

03/31/04 - A         Dsm Nv                                   NL0000009769                             03/24/04               2,100 
                     1      Open Meeting                                   None          None                                       
                     2      Receive Report of Management Board             None          None                                       
                     3.1    Approve Financial Statements                   For           For                                        
                     3.2    Approve Discharge of Management Board          For           For                                        
                     3.3    Approve Discharge of Supervisory Board         For           For                                        
                     4      Reelect C. Herkstroeter, H. Bodt, E. Sosa;     For           For                                        
                            Elect E. Kist as New Member to Supervisory                                                              
                            Board                                                                                                   
                     5.1    Grant Board Authority to Issue Ordinary        For           For                                        
                            Shares Up to 20 Percent of Issued Capital,                                                              
                            and to Issue All Unissued but Authorized                                                                
                            Preference Shares                                                                                       
                     5.2    Grant Board Authority to Restrict/Exclude      For           For                                        
                            Preemptive Rights from Issuance of Ordinary                                                             
                            Shares Up to 20 Percent of Issued Share                                                                 
                            Capital (Item 5.1)                                                                                      
                     6      Authorize Repurchase of Up to Ten Percent of   For           For                                        
                            Issued Share Capital                                                                                    
                                    Some  shareholders  object to corporations  repurchasing  shares.  They prefer to see extra cash
                                    invested in new  businesses  or paid out as  dividends.  We believe  that when timed  correctly,
                                    corporate  stock  repurchases  are a legitimate use of corporate  funds and can add to long-term
                                    shareholder returns. For this reason we recommend a vote in favor of the board's proposal.      
                     7      Discussion about Company's Corporate           None          None                                       
                            Governance Report                                                                                       
                     8      Amend Articles: Transfer Authority to          For           For                                        
                            Appoint Management Board from Supervisory                                                               
                            Board to General Meeting; Changes to                                                                    
                            Company's Corporate Governance Structure to                                                             
                            Reflect Recommendations by Dutch Corporate                                                              
                            Governance Code as Well as Pending                                                                      
                            Legislation                                                                                             
                     9      Other Business (Non-Voting)                    None          None                                       
                     10     Close Meeting                                  None          None                                       

03/11/04 - A         Fomento Economico Mexicano S.A.          344419106                                02/11/04               2,350 
                     (Femsa)                                                                                                        
                            Meeting for Holders of ADRs                                                                             
                     1      Accept Financial Statements and Statutory      For           For                                        
                            Reports                                                                                                 
                     2      Approve Allocation of Income and Dividends     For           For                                        
                                    The  company  does  not  provide  strong  rationale  for the  retention  of  capital  and is not
                                    experiencing above-average growth'two qualifications which generally must be met in order for us
                                    to support an allocation  resolution with a payout ratio below 30 percent.  The company's payout
                                    is similar to that of previous years, which range from 11 to 20 percent over the last six years.
                                    These numbers are lower than the parent  company's  stated  dividend payout policy of between 20
                                    and 30  percent  of  earnings.  Because of the  long-term  shareholder-unfriendly  policy of the
                                    company, we recommend voting against the allocation of income proposal.                         
                     3          Authorize Share Repurchase Program         For           For                                        
                                    SHORT FORM TEXT Share  repurchases may be carried out with funds either from revenues or reserve
                                    accounts.  //As  is the  case  in  this  proposal,  m/Most  Mexican  companies  simply  ask  for
                                    shareholders to approve the funding of the share repurchase  account,  /but fail to disclose the
                                    amount sought.  Historically,  share repurchases  carried out by Mexican companies rarely exceed
                                    five percent of the outstanding capital.                                                        
                     4      Elect Directors and Fix Their Remuneration     For           For                                        
                     5      Elect Committees                               For           For                                        
                     6      Designate Inspector or Shareholder             For           For                                        
                            Representative(s) of Minutes of Meeting                                                                 
                     7      Approve Minutes of Meeting                     For           For                                        

03/31/04 - A         Fox Kids Europe NV                       NL0000352524                             None                  11,800 
                     1      Open Meeting                                   None          None                                       
                     2      Reelect A. Jeancourt-Galignani to              For           For                                        
                            Supervisory Board                                                                                       
                     3      Receive Financial Statements and Statutory     None          None                                       
                            Reports                                                                                                 
                     4      Approve Financial Statements and Statutory     For           For                                        
                            Reports                                                                                                 
                     5      Approve Discharge of Management and            For           For                                        
                            Supervisory Boards                                                                                      
                     6      Discussion about Company's Corporate           None          None                                       
                            Governance Report                                                                                       
                     7      Allow Questions                                None          None                                       
                     8      Close Meeting                                  None          None                                       

03/12/04 - A         KT Corp (formerly Korea Telecom          48268K101                                12/31/03               3,400 
                     Corporation)                                                                                                   
                            Meeting for Holders of ADRs                                                                             
                     1      APPROVAL OF BALANCE SHEET, INCOME STATEMENT    For           For                                        
                            AND STATEMENT OF APPROPRIATION OF RETAINED                                                              
                            EARNINGS FOR THE 22ND FISCAL YEAR, AS SET                                                               
                            FORTH IN THE COMPANY S NOTICE OF MEETING                                                                
                            ENCLOSED HEREWITH.                                                                                      
                     2      APPROVAL OF THE AMENDMENT OF ARTICLES OF       For           For                                        
                            INCORPORATION, AS SET FORTH IN THE COMPANY S                                                            
                            NOTICE OF MEETING ENCLOSED HEREWITH.                                                                    
                     3      ELECTION OF MEMBERS OF THE AUDIT COMMITTEE,    For           For                                        
                            AS SET FORTH IN THE COMPANY S NOTICE OF                                                                 
                            MEETING ENCLOSED HEREWITH.                                                                              
                     4      HI CHANG ROH (NOMINATED BY THE PRESIDENT       For           For                                        
                            WITH CONSENT OF BOARD OF DIRECTORS)                                                                     
                     5      SUNG DEUK PARK (NOMINATED BY OUTSIDE           For           For                                        
                            DIRECTOR RECOMMENDATION COMMITTEE)                                                                      
                     6      BYOUNG HOON LEE (SHAREHOLDER PROPOSAL -        Against       Against                                    
                            PRACTICALLY INITIATED BY LABOR UNION OF KT)                                                             
                                    Dr. Lee holds a Ph.D.  in  Industrial  and Labor  Relations  from  Cornell  University,  and his
                                    activities include serving as chairman of the Labor Relations Committee of the Korea Auto Forum,
                                    and chairman of the Labor Council of the Citizens'  Coalition for Economic Justice. He is also a
                                    former research fellow at the Korea Labor  Institute,  and worked from 1984 to 1991 as a systems
                                    engineer at IBM Korea.  Although this latter experience is potentially  relevant to some degree,
                                    Dr. Lee lacks corporate  managerial and finance experience.  More importantly,  ISS is concerned
                                    that he may be too closely aligned with the company's labor union,  potentially compromising his
                                    ability to represent the interests of shareholders in general.                                  
                     7      APPROVAL OF LIMIT ON REMUNERATION OF           For           For                                        
                            DIRECTORS, AS SET FORTH IN THE COMPANY S                                                                
                            NOTICE OF MEETING ENCLOSED HEREWITH.                                                                    
                     8      APPROVAL OF AMENDMENT OF MANAGEMENT            For           For                                        
                            CONTRACT, AS SET FORTH IN H THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH.                          

03/31/04 - A         Nordea Bank AB (formerly Nordea AB)      SE0000427361                             03/19/04              14,200 
                     1      Elect Chairman of Meeting                      For           For                                        
                     2      Prepare and Approve List of Shareholders       For           For                                        
                     3      Approve Agenda of Meeting                      For           For                                        
                     4      Designate Inspector or Shareholder             For           For                                        
                            Representative(s) of Minutes of Meeting                                                                 
                     5      Acknowledge Proper Convening of Meeting        For           For                                        
                     6      Receive Financial Statements and Statutory     None          None                                       
                            Reports; Receive President's and Board                                                                  
                            Reports                                                                                                 
                     7      Accept Financial Statements and Statutory      For           For                                        
                            Reports                                                                                                 
                     8      Approve Allocation of Income and Dividends     For           For                                        
                            of EUR 0.25 Per Share                                                                                   
                     9      Approve Discharge of Board and President       For           For                                        
                     10     Amend Articles Re: Reduce Directors' Term of   For           For                                        
                            Office from Two Years to One Year                                                                       
                     11     Determine Number of Members (11) and Deputy    For           For                                        
                            Members (0) of Board                                                                                    
                     12     Approve Remuneration of Directors in the       For           For                                        
                            Aggregate Amount of EUR 950,000; Approve                                                                
                            Remuneration of Auditors                                                                                
                     13     Reelect Kjell Aamot, Hans Dahlberg, Bernt      For           For                                        
                            Magnusson, Joergen Hoeg Pedersen, and Maija                                                             
                            Torkko as Directors                                                                                     
                     14.1   Authorize Chairman of Board to Appoint         For           Against                                    
                            Members of Nominating Committee                                                                         
                                    Because (1) non-directors would be appointed as members, (2) the names of those appointed to the
                                    committee  would not be  disclosed  until a few months  before the next AGM,  and (3) the system
                                    proposed by the shareholders'  association under the subsequent item is superior, we recommend a
                                    vote against the proposal.                                                                      
                            Shareholder Proposals                                                                                   
                     14.2   Shareholder Proposal: Authorize General        Against       For                                        
                            Meeting to Elect Members of Nominating                                                                  
                            Committee                                                                                               
                                    Nevertheless,  we believe that the system proposed by the Shareholders'  Association is superior
                                    to the one  currently  used by  Nordea.  On this  basis,  we  recommend  a vote in  favor of the
                                    proposal.                                                                                       
                            Ordinary Business                                                                                       
                     15     Approve EUR 32.3 Million Reduction in Share    For           For                                        
                            Capital via Share Cancellation                                                                          
                     16     Authorize Repurchase of Up to Ten Percent of   For           For                                        
                            Issued Share Capital for Purposes Other Than                                                            
                            Equity Trading                                                                                          
                     17     Authorize Repurchase of Up to Three Percent    For           For                                        
                            of Issued Share Capital for Equity Trading                                                              
                            Purposes                                                                                                

03/04/04 - A         Patheon Inc. *PTI.*                      70319W108                                02/02/04               9,300 
                     1      Elect Directors                                For           For                                        
                     2      Approve Ernst & Young as Auditors and          For           For                                        
                            Authorize Board to Fix Remuneration of                                                                  
                            Auditors                                                                                                

02/27/04 - A/S       Royal Bank Of Canada *RY.*               780087102                                01/09/04               3,000 
                            Management Proposals                                                                                    
                     1      Elect Directors                                For           For                                        
                     2      Ratify Deloitte & Touche LLP as Auditors       For           For                                        
                            Shareholder Proposals                                                                                   
                     3      Adopt By-Law Prohibiting CEO from Sitting on   Against       Against                                    
                            Other Boards                                                                                            
                     4      Disclose Total Value of Pension Benefits of    Against       For                                        
                            Senior Executives                                                                                       
                     5      Adopt By-Law Providing that Insiders Give      Against       For                                        
                            Notice of Stock Trades and Stock Option                                                                 
                            Exercise                                                                                                
                     6      Provide Written Response to Question Raised    Against       Against                                    
                            at Annual Meeting by the Same Bank                                                                      
                            Representative who Answered the Question at                                                             
                            the Annual Meeting                                                                                      

02/25/04 - A         Wal-Mart de Mexico S.A. de C.V.          MXP810081010                             None                  35,500 
                     (frmrly. Cifra S.A.)                                                                                           
                            Ordinary Business                                                                                       
                     1      Accept Chairman's Report                       For           For                                        
                     2      Accept Audit Committee's Report                For           For                                        
                     3      Accept Supervisory Board Report                For           For                                        
                     4      Accept Financial Statements                    For           For                                        
                     5      Accept Report Re: Share Repurchase Reserve     For           For                                        
                     6      Cancel 27.6 Million Series C Treasury Shares   For           For                                        
                            Special Business                                                                                        
                     7      Approve Conversion of Class C Shares into      For           For                                        
                            Class V Shares, Increasing Voting Rights of                                                             
                            Class C Shareholders                                                                                    
                            Ordinary Business                                                                                       
                     8      Approve Allocation of Income                   For           For                                        
                     9      Approve Dividend of MXN 0.44 Per Share         For           For                                        
                            Payable in Cash or Shares                                                                               
                            Special Business                                                                                        
                     10     Approve MXN 1.9 Billion Increase in Variable   For           For                                        
                            Capital Through Issuance of 98.4 Million                                                                
                            Common Shares to Service Stock Dividend                                                                 
                            Payout Proposed in Previous Item; Cancel                                                                
                            Unused Portion of Capital Increase                                                                      
                     11     Amend Articles                                 For           For                                        
                            Ordinary Business                                                                                       
                     12     Accept Report Re: Employee Stock Option Plan   For           Against                                    
                                    However, since the company failed to clarify whether approval of the report constitutes approval
                                    of the terms of the plan, due to the company's failure to provide full disclosure  regarding the
                                    stock option plan, we cannot recommend support for this request.                                
                     13     Accept Report Re: Wal-Mart de Mexico           For           For                                        
                            Foundation                                                                                              
                     14     Approve Discharge of Directors                 For           For                                        
                     15     Elect Members of Management and Supervisory    For           For                                        
                            Boards                                                                                                  
                     16     Approve Minutes of Meeting                     For           For                                        

N-PX
19th “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 19th
                                                          Vote Summary Report                                                       
                                                      Apr 01, 2004 - Jun 30, 2004                                                   

BCM International Equity Fund - 11032-00-J                                                                                          

Mtg                 Company/                                              Mgmt         Vote            Record                Shares 
Date/Type           Ballot Issues                           Security      Rec          Cast            Date        Prpnent    Voted 
------------------- --------------------------------------- ------------- ------------ --------------- ----------- -------- --------

04/26/04 - A/S      AMPLIFON                                IT0003101059                               04/21/04               4,400 
                            Ordinary Business                                                                                       
                    1       Accept Financial Statements, Consolidated     For          For                         Mgmt             
                            Accounts, and Statutory Reports                                                                         
                    2       Elect Board of Directors                      For          For                         Mgmt             
                    3       Approve Remuneration of Directors For         For          For                         Mgmt             
                            Fiscal Year 2004                                                                                        
                    4       Elect External Auditors For The Three-Year    For          For                         Mgmt             
                            Term 2004-2006 and Fix Remuneration of                                                                  
                            Auditors                                                                                                
                            Special Business                                                                                        
                    1       Amend Articles To Reflect New Italian         For          Against                     Mgmt             
                            Company Law Regulations                                                                                 
                                    The proposed  amendments aim at adopting a series of changes under one bundled  resolution.  ISS
                                    prefers viewing amendments presented in separate resolutions since this would guarantee a better
                                    opportunity for shareholders to express their position with respect to each amendment  proposed.
                                    This is  particularly  important  in cases such as this one,  where ISS would like to  recommend
                                    different votes with respect to the different amendments being proposed.  Some of the amendments
                                    are either  non-contentious or positive in nature, and ISS would support such changes since they
                                    would not jeopardize shareholder value. Others, alternatively,  cannot be supported by ISS since
                                    they propose to remove important oversight mechanisms from shareholders. Although the company is
                                    proposing these amendments in accordance with changes to company law, the actual amendments with
                                    which ISS takes issue are not, in fact,  required by the law.  Considering  that the  amendments
                                    herewith  presented  are under a bundled  item and that some of them  would  have the  effect of
                                    limiting  rights  that  shareholders  would be  entitled  to once the new  Italian  Company  Law
                                    provisions would become effective, we recommend a vote against this resolution.                 

04/21/04 - A/S      Axa (Formerly Axa-Uap)                  FR0000120628                               None                   5,000 
                            Ordinary Business                                                                                       
                    1       Approve Financial Statements and Statutory    For          For                         Mgmt             
                            Reports                                                                                                 
                    2       Accept Consolidated Financial Statements      For          For                         Mgmt             
                            and Statutory Reports                                                                                   
                    3       Approve Allocation of Income and Dividends    For          For                         Mgmt             
                            of EUR 0.57 per Share                                                                                   
                    4       Approve Special Auditors' Report Regarding    For          For                         Mgmt             
                            Related-Party Transactions                                                                              
                    5       Reelect Claude Bebear as Supervisory Board    For          For                         Mgmt             
                            Member                                                                                                  
                                    Due to the overall lack of information  regarding  current board composition and board committee
                                    membership,  we  recommend  a vote  against the  reelection  of the  candidate  proposed at this
                                    meeting.                                                                                        
                    6       Ratify Mazars & Guerard as Auditors           For          For                         Mgmt             
                    7       Ratify Jean Louis Simon as Alternate Auditor  For          For                         Mgmt             
                    8       Elect Willy Avereyn as Representative of      None         Against                     Mgmt             
                            Employee Shareholders to the Supervisory                                                                
                            Board, Pending Approval of Item 13                                                                      
                                    ISS believes that the company's board  composition  should reflect the  shareholder  base of the
                                    company,  and as such we do not oppose the election of representatives of employee  shareholders
                                    to the board in France.  Furthermore,  we typically recommend shareholders to go with management
                                    on these type of  elections.  Despite the lack of  information  on the  nominees,  we  therefore
                                    recommend a vote with  management  on Item 10, and we  recommend a vote  against the  candidates
                                    proposed in Items 8 and 9.                                                                      
                    9       Elect Cees de Jong as Representative of       None         Against                     Mgmt             
                            Employee Shareholders to the Supervisory                                                                
                            Board, Pending Approval of Item 13                                                                      
                    10      Elect Jacques Tabourot as Representative of   For          For                         Mgmt             
                            Employee Shareholders to the Supervisory                                                                
                            Board, Pending Approval of Item 13                                                                      
                    11      Authorize Repurchase of Up to Ten Percent     For          For                         Mgmt             
                            of Issued Share Capital                                                                                 
                            Special Business                                                                                        
                    12      Allow Board to Issue Shares in the Event of   For          Against                     Mgmt             
                            a Public Tender Offer or Share Exchange                                                                 
                            Offer                                                                                                   
                                    ISS opposes all forms of antitakeover mechanisms, as they limit shareholder value by eliminating
                                    the takeover or control premium for the company.  As owners of the company,  shareholders should
                                    be given the opportunity to decide on the merits of takeover offers.                            
                    13      Amend Article 10 Re: Appointment of           For          For                         Mgmt             
                            Representative of Employee Shareholders to                                                              
                            the Supervisory Board                                                                                   
                                    As of Aug. 31, 2003, AXA employees  controlled 4.03 percent of the company's issued capital. ISS
                                    believes that board  composition  should reflect the  shareholder  base of the company.  We thus
                                    recommend shareholders to support this request.                                                 
                    14      Amend Article 10 Re: Appointment of           Against      Against                     Mgmt             
                            Employee Representative to the Supervisory                                                              
                            Board                                                                                                   
                                    ISS  believes  that  directors   representing  employees  face  the  inherent  conflict  between
                                    shareholders' and employees' interests, which may diverge at times. We believe that the presence
                                    of employees on the board may hinder the company from taking steps that are painful from a labor
                                    union  perspective  but, in the  long-term,  may be in the best interests of the company and its
                                    shareholders. Based on this reason, we recommend shareholders to vote with management and oppose
                                    this proposal.                                                                                  
                    15      Approve Reduction in Share Capital via        For          For                         Mgmt             
                            Cancellation of Repurchased Shares                                                                      
                    16      Authorize Filing of Required                  For          For                         Mgmt             
                            Documents/Other Formalities                                                                             

05/06/04 - A        AXIS CAPITAL HOLDINGS LTD *AXS*         G0692U109                                  03/31/04               2,570 
                            Meeting for Holders of ADRs                                                                             
                    1       Elect Directors                               For          For                         Mgmt             
                    2       TO AMEND THE BY-LAWS OF AXIS CAPITAL          For          For                         Mgmt             
                            HOLDINGS LIMITED                                                                                        
                    3       Ratify Auditors                               For          For                         Mgmt             
                    4       Ratify Auditors                               For          For                         Mgmt             
                    5       TO AUTHORIZE THE BOARD OF DIRECTORS OF AXIS   For          For                         Mgmt             
                            SPECIALTY HOLDINGS IRELAND LIMITED TO SET                                                               
                            THE FEES FOR DELOITTE & TOUCHE                                                                          
                    6       TO APPROVE THE FINANCIAL STATEMENTS OF AXIS   For          For                         Mgmt             
                            SPECIALTY HOLDINGS IRELAND LIMITED                                                                      
                    7       TO AUTHORIZE AXIS SPECIALTY HOLDINGS          For          For                         Mgmt             
                            IRELAND LIMITED TO AUTHORIZE THE BOARD OF                                                               
                            AXIS SPECIALTY EUROPE LIMITED TO SET THE                                                                
                            FEES FOR DELOITTE & TOUCHE, INDEPENDENT                                                                 
                            AUDITORS                                                                                                
                    8       TO AUTHORIZE AXIS SPECIALTY HOLDINGS          For          For                         Mgmt             
                            IRELAND LIMITED TO VOTE TO APPROVE THE                                                                  
                            FINANCIAL STATEMENTS OF AXIS SPECIALTY                                                                  
                            EUROPE LIMITED                                                                                          
                    9       TO AUTHORIZE AXIS SPECIALTY HOLDINGS          For          For                         Mgmt             
                            IRELAND LIMITED TO AUTHORIZE THE BOARD OF                                                               
                            AXIS RE LIMITED TO SET THE FEES FOR                                                                     
                            DELOITTE & TOUCHE, INDEPENDENT AUDITORS                                                                 
                    10      TO AUTHORIZE AXIS SPECIALTY HOLDINGS          For          For                         Mgmt             
                            IRELAND LIMITED TO VOTE TO APPROVE THE                                                                  
                            FINANCIAL STATEMENTS OF AXIS RE LIMITED                                                                 
                    11      Ratify Auditors                               For          For                         Mgmt             
                    12      TO APPROVE THE FINANCIAL STATEMENTS OF AXIS   For          For                         Mgmt             
                            SPECIALTY UK LIMITED                                                                                    
                    13      Ratify Auditors                               For          For                         Mgmt             
                    14      TO APPROVE THE FINANCIAL STATEMENTS OF AXIS   For          For                         Mgmt             
                            SPECIALTY UK HOLDINGS LIMITED                                                                           
                    15      Ratify Auditors                               For          For                         Mgmt             
                    16      TO APPROVE THE FINANCIAL STATEMENTS OF AXIS   For          For                         Mgmt             
                            SPECIALTY (BARBADOS) LIMITED                                                                            

06/30/04 - A        Check Point Software Technologies Inc   M22465104                                  05/21/04               3,200 
                    *CHKP*                                                                                                          
                            Meeting for Holders of ADRs                                                                             
                    1       ELECTION OF DIRECTORS (OTHER THAN OUTSIDE     For          For                         Mgmt             
                            DIRECTORS): (NOTE: DIRECTORS ARE ELECTED AS                                                             
                            A GROUP, NOT INDIVIDUALLY): GIL SHWED,                                                                  
                            MARIUS NACHT, DAVID RUBNER, TAL SHAVIT.                                                                 
                    2       TO RATIFY THE CONSOLIDATED FINANCIAL          For          For                         Mgmt             
                            STATEMENTS OF THE COMPANY FOR THE YEAR                                                                  
                            ENDED DECEMBER 31, 2003.                                                                                
                    3       TO RATIFY THE APPOINTMENT AND COMPENSATION    For          For                         Mgmt             
                            OF THE COMPANY S INDEPENDENT PUBLIC                                                                     
                            ACCOUNTANTS.                                                                                            
                    4       TO APPROVE AMENDMENT TO DIRECTORS             For          Against                     Mgmt             
                            COMPENSATION.                                                                                           
                                    ISS advocates that directors  align their  interests  with those of  shareholders  through share
                                    ownership in the company.  But the level of dilution exceeds our guidelines for  growth-oriented
                                    companies. Our guidelines establish that shares available for all option plans, when an absolute
                                    number is specified, represent no more than 10 percent of a company's outstanding shares.       
                    5       TO APPROVE EXECUTIVE OFFICERS COMPENSATION.   For          Against                     Mgmt             
                               Our  guidelines  establish  that shares  available for all option plans,  when an absolute  number is
                               specified, represent no more than 10 percent of a company's outstanding shares.                      

06/29/04 - A        Daito Trust Construction Co. Ltd.       JP3486800000                               03/31/04               5,100 
                    1       Approve Allocation of Income, Including the   For          For                         Mgmt             
                            Following Dividends: Interim JY 30, Final                                                               
                            JY 33, Special JY 0                                                                                     
                                    Payout ratio is 30 percent.                                                                     
                    2       Authorize Share Repurchase Program            For          For                         Mgmt             
                                    The limits on the plan (2.6 percent of issued capital) are within our guidelines,  and this is a
                                    routine request. If Item 3 is approved,  then the company will not have to call an extraordinary
                                    meeting if it decides to buy back shares in excess of this limit.                               
                    3       Amend Articles to: Amend Articles to:         For          Against                     Mgmt             
                            Decrease Authorized Capital to Reflect                                                                  
                            Share Repurchase - Authorize Share                                                                      
                            Repurchases at Board's Discretion - Limit                                                               
                            Directors' and Internal Auditors' Legal                                                                 
                            Liability                                                                                               
                                    In this case,  the company does not have  especially  large  shareholdings  by domestic banks or
                                    insurance  companies,  and so is unlikely to be subject to significant selling pressure as those
                                    financial institutions reduce their corporate shareholdings. Moreover, insiders control close to
                                    one-third of the company's issued share capital,  meaning that a repurchase in which they do not
                                    tender their shares is likely to result in a "creeping  takeover"  without  payment of a control
                                    premium to independent  shareholdersISS  sees no reason why the company cannot seek  shareholder
                                    approval  for a  repurchase  framework at each year's AGM,  giving  shareholders  the ability to
                                    evaluate the company's plans before the fact.  Because allowing the company to repurchase shares
                                    solely  at  the  board's  discretion  is  not  in  shareholders'  interest,  we  recommend  that
                                    shareholders oppose the whole resolution.                                                       
                    4       Elect Director                                For          For                         Mgmt             
                    5.1     Appoint Internal Statutory Auditor            For          For                         Mgmt             
                                    The nominee, an attorney, meets our criteria for independence.                                  
                    5.2     Appoint Internal Statutory Auditor            For          For                         Mgmt             
                                    The nominee,  an official of the Housing Improvement  Development Public Corporation,  meets our
                                    test for independence.                                                                          
                    6       Approve Retirement Bonuses for Director and   For          Against                     Mgmt             
                            Statutory Auditor                                                                                       
                                    The  retiring  auditor has been  designated  as  independent.  As we believe the payment of such
                                    bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see
                                    no alternative but to recommend opposing the whole item.                                        
                    7       Approve Executive Stock Option Plan           For          Against                     Mgmt             
                                    Maximum dilution from this plan,  coupled with Daito Trust's  previous option plans,  exceeds 10
                                    percent.                                                                                        
                    8       Approve Amendment to Stock Option Plan        For          For                         Mgmt             
                            Approved at 2001 AGM                                                                                    
                                    The amendment would allow  recipients who are directors or statutory  auditors to exercise their
                                    options after retirement, if the retirement is due to the expiration of their term in office.   

06/08/04 - A/S      Hermes International                    FR0000052292                               None                     640 
                            Ordinary Business                                                                                       
                    1       Approve Financial Statements and Statutory    For          For                         Mgmt             
                            Reports                                                                                                 
                    2       Approve Discharge of Directors                For          For                         Mgmt             
                    3       Approve Allocation of Income and Net          For          For                         Mgmt             
                            Dividends of EUR 1.70 per Share                                                                         
                               This is an acceptable dividend proposal.                                                             
                    4       Accept Consolidated Financial Statements      For          For                         Mgmt             
                            and Statutory Reports                                                                                   
                    5       Approve Special Auditors' Report Regarding    For          For                         Mgmt             
                            Related-Party Transactions                                                                              
                    6       Authorize Repurchase of Up to Ten Percent     For          For                         Mgmt             
                            of Issued Share Capital                                                                                 
                    7       Authorize Filing of Required                  For          For                         Mgmt             
                            Documents/Other Formalities                                                                             
                            Special Business                                                                                        
                    8       Approve Reduction in Share Capital via        For          For                         Mgmt             
                            Cancellation of Repurchased Shares                                                                      
                    9       Authorize Filing of Required                  For          For                         Mgmt             
                            Documents/Other Formalities                                                                             

06/11/04 - A        Nam Tai Electronics, Inc.               629865205                                  05/07/04               4,550 
                            Meeting for Holders of ADRs                                                                             
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Charles Chu --- For                                                                      
                                    While it is preferable  that a board be comprised of a majority of  independent  directors,  and
                                    despite the poor level of  disclosure (a situation  common in this market),  we feel it would be
                                    counterproductive  to vote  against the  reelection  of  directors  in the absence of a specific
                                    controversy.                                                                                    
                    1.2     Elect Director Peter R. Kellogg --- For                                                                 
                    1.3     Elect Director Ming Kown Koo --- For                                                                    
                    1.4     Elect Director William Lo --- For                                                                       
                    1.5     Elect Director Tadao Murakami --- For                                                                   
                    1.6     Elect Director Stephen Seung --- For                                                                    
                    1.7     Elect Director Mark Waslen --- For                                                                      
                    2       APPROVAL OF THE SELECTION DELOITTE TOUCHE     For          For                         Mgmt             
                            TOHMATSU AS INDEPENDENT ACCOUNTANTS OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2004.               

04/29/04 - A        NOBEL BIOCARE HOLDING AG, ZUERICH       CH0014030040                               None                   1,065 
                    1       Receive Financial Statements and Statutory    None         None                        Mgmt             
                            Reports                                                                                                 
                    2       Approve Allocation of Income and Dividends    For          For                         Mgmt             
                            of CHF 1.30 per Share                                                                                   
                    3       Approve Discharge of Board and Senior         For          For                         Mgmt             
                            Management                                                                                              
                    4       Elect Directors                               For          For                         Mgmt             
                    4.3     Ratify KPMG Fides Peat as Auditors            For          For                         Mgmt             

06/25/04 - A        Sky Perfect Communications Inc.         JP3395900008                               03/31/04                  34 
                    1       Approve Allocation of Income, Including the   For          For                         Mgmt             
                            Following Dividends: Interim JY 0, Final JY                                                             
                            0, Special JY 500                                                                                       
                    2       Amend Articles to: Expand Business Lines -    For          For                         Mgmt             
                            Authorize Share Repurchases at Board's                                                                  
                            Discretion                                                                                              
                                    In this case, the company does not have  especially  large  shareholdings  by banks or insurance
                                    companies,  and so is unlikely to be subject to significant  selling pressure as those financial
                                    institutions  reduce their  corporate  shareholdings.  ISS sees no reason why the company cannot
                                    seek shareholder approval for a repurchase framework at each year's AGM, giving shareholders the
                                    ability to  evaluate  the  company's  plans  before the fact.  Because  allowing  the company to
                                    repurchase  shares  solely  at the  board's  discretion  is not in  shareholders'  interest,  we
                                    recommend that shareholders oppose the whole resolution.                                        
                    3       Elect Directors                               For          For                         Mgmt             
                    4       Appoint Internal Statutory Auditor            For          Against                     Mgmt             
                                    Given the  realities of Japanese  business and the strong  loyalties to companies  held by those
                                    with  long-standing  ties to those companies and their  affiliates,  the nominee for independent
                                    auditor  cannot  be  expected  to  fulfill  the role of  independent  monitor  of the  company's
                                    activities on behalf of all  shareholders.  The nominee is an executive of the  company's  major
                                    shareholder, Itochu Corp.                                                                       
                    5       Approve Executive Stock Option Plan           For          For                         Mgmt             
                                    Maximum  potential  dilution from this plan,  coupled with dilution from the company's  previous
                                    option  plans,  comes to less than one  percent  of  issued  capital,  which  falls  within  ISS
                                    guidelines for a growth company such as Sky Perfect Communications.  Option grants are made only
                                    to employees and directors of the company. We have no reason to oppose this resolution.         

04/26/04 - A        Swedish Match Ab                        SE0000310336                               04/16/04              12,600 
                    1       Elect Chairman of Meeting                     For          For                         Mgmt             
                    2       Prepare and Approve List of Shareholders      For          For                         Mgmt             
                    3       Designate Inspector or Shareholder            For          For                         Mgmt             
                            Representative(s) of Minutes of Meeting                                                                 
                    4       Acknowledge Proper Convening of Meeting       For          For                         Mgmt             
                    5       Approve Agenda of Meeting                     For          For                         Mgmt             
                    6       Receive Financial Statements and Statutory    None         None                        Mgmt             
                            Reports; Receive Committee Reports                                                                      
                    7       Accept Financial Statements and Statutory     For          For                         Mgmt             
                            Reports                                                                                                 
                    8       Approve Allocation of Income and Dividends    For          For                         Mgmt             
                            of SEK 1.70 Per Share                                                                                   
                    9       Approve Stock Option Plan for Key Employees   For          For                         Mgmt             
                    10      Authorize Repurchase of Up to Ten Percent     For          For                         Mgmt             
                            of Issued Share Capital                                                                                 
                    11      Approve Reissuance of 1.2 Million             For          For                         Mgmt             
                            Repurchased Shares for 2003 Stock Option                                                                
                            Plan                                                                                                    
                    12      Approve SEK 36 Million Reduction in Share     For          For                         Mgmt             
                            Capital via Share Cancellation                                                                          
                    13      Approve Discharge of Board and President      For          For                         Mgmt             
                    14      Determine Number of Members (6) and Deputy    For          For                         Mgmt             
                            Members (0) of Board                                                                                    
                    15      Approve Remuneration of Directors in the      For          For                         Mgmt             
                            Amount of SEK 700,000 for                                                                               
                            Chairman and SEK 300,000 for Other                                                                      
                            Board Members;  Approve                                                                                 
                            Remuneration of SEK                                                                                     
                            400,000 for Committee Work                                                                              
                    16      Reelect Bernt Magnusson, Jan Blomberg, Tuve   For          For                         Mgmt             
                            Johannesson, Arne Jurbrant, and Meg Tiveus                                                              
                            as Directors; Elect Karsten Slotte as New                                                               
                            Director                                                                                                
                    17      Determine Number of Auditors and Deputy       For          For                         Mgmt             
                            Auditors                                                                                                
                    18      Approve Remuneration of Auditors              For          For                         Mgmt             
                    19      Ratify KPMG Bolins AB (Thomas Thiel) as       For          For                         Mgmt             
                            Auditors                                                                                                
                    20      Elect Bernt Magnusson, Bjoern Franzon,        For          For                         Mgmt             
                            Marianne Nilsson, and Staffan Grefbaeck as                                                              
                            Members of Nominating Committee                                                                         
                    21      Amend Articles Re: Authorize Board to         For          For                         Mgmt             
                            Appoint One or More Special Auditors in                                                                 
                            Connection with Certain Transactions                                                                    

05/14/04 - A        Swiss Reinsurance (Schweizerische       CH0012332372                               None                   1,725 
                    Rueckversicherungs)                                                                                             
                    1       Accept Financial Statements and Statutory     For          For                         Mgmt             
                            Reports                                                                                                 
                    2       Approve Discharge of Board and Senior         For          For                         Mgmt             
                            Management                                                                                              
                    3       Approve Allocation of Income and Dividends    For          For                         Mgmt             
                            of CHF 1.10 per Share                                                                                   
                    4       Approve Creation of CHF 2 Million Pool of     For          For                         Mgmt             
                            Conditional Capital without Preemptive                                                                  
                            Rights                                                                                                  
                    5.1a    Reelect George Farr and Rajna Gibson as       For          For                         Mgmt             
                            Directors                                                                                               
                    5.1b    Elect Kaspar Villiger as Director             For          For                         Mgmt             
                    5.2     Reelect PricewaterhouseCoopers Ltd as         For          For                         Mgmt             
                            Auditors                                                                                                

05/20/04 - A        Teva Pharmaceutical Industries          881624209                                  04/15/04               3,400 
                            Meeting for Holders of ADRs                                                                             
                    1       TO RECEIVE AND DISCUSS THE COMPANY S          For          For                         Mgmt             
                            CONSOLIDATED BALANCE SHEET AS OF DECEMBER                                                               
                            31, 2003 AND THE CONSOLIDATED STATEMENTS.                                                               
                                 This is a routine item.                                                                            
                    2       TO APPROVE THE BOARD OF DIRECTORS             For          For                         Mgmt             
                            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.    
                                    Based on the company's long-term shareholder-unfriendly dividend allocation policy, we recommend
                                    a vote against this proposal.                                                                   
                    3       TO ELECT ABRAHAM E. COHEN TO SERVE FOR A      For          For                         Mgmt             
                            THREE-YEAR TERM.                                                                                        
                                    Director  elections are standard  proposals at annual meetings.  In the absence of some specific
                                    controversy involving the company, we recommend shareholders support this item.                 
                    4       TO ELECT LESLIE DAN TO SERVE FOR A            For          For                         Mgmt             
                            THREE-YEAR TERM.                                                                                        
                    5       TO ELECT PROF. MEIR HETH TO SERVE FOR A       For          For                         Mgmt             
                            THREE-YEAR TERM.                                                                                        
                    6       TO ELECT PROF. MOSHE MANY TO SERVE FOR A      For          For                         Mgmt             
                            THREE-YEAR TERM.                                                                                        
                    7       TO ELECT DOV SHAFIR TO SERVE FOR A            For          For                         Mgmt             
                            THREE-YEAR TERM.                                                                                        
                    8       TO APPROVE THE PURCHASE OF DIRECTOR S AND     For          Against                     Mgmt             
                            OFFICER S LIABILITY INSURANCE FOR THE                                                                   
                            DIRECTORS AND OFFICERS OF THE COMPANY.                                                                  
                                    Given the excessive  proposed  liability  protection and the proposed  exemption of all monetary
                                    damages for violations of duty of care, we recommend shareholders oppose this item.             
                    9       Ratify Auditors                               For          For                         Mgmt             

04/28/04 - A        Travelsky Technology                    CN0006030588                               03/26/04              48,000 
                    1       Accept Report of the Directors                For          For                         Mgmt             
                    2       Accept Report of the Supervisory Committee    For          For                         Mgmt             
                    3       Accept Financial Statements and Auditors'     For          For                         Mgmt             
                            Report                                                                                                  
                    4       Approve Dividends of RMB0.102 Per Share       For          For                         Mgmt             
                    5       Approve PricewaterhouseCoopers and            For          For                         Mgmt             
                            PricewaterhouseCoopers Zhong Tian CPAs Ltd.                                                             
                            Co. as International and PRC Auditors and                                                               
                            Authorize Board to Fix Their Remuneration                                                               
                    6       Approve Establishment and Implementation of   For          Against                     Mgmt             
                            a Corporate Annual Remuneration System from                                                             
                            2004 Onwards and Authorize Board with Full                                                              
                            Powers to Handle All Relevant Matters                                                                   
                                    Given  the  lack  of  information  on  this  proposal,  we are  unable  to  assess  whether  the
                                    implementation  of the corporate  annual  remuneration  system would have any negative impact on
                                    shareholder rights or value. In view of this, a vote opposing this request is recommended.      
                    7       Other Business (Voting)                       For          Against                     Mgmt             
                                    Although  this item is routine and only those issues that could  legally be  discussed  could be
                                    presented for  consideration,  its approval would create an opportunity for those who attend the
                                    meeting to approve changes that are not in the best interests of all shareholders.  We recommend
                                    that shareholders  oppose this item unless the company has provided  detailed  information about
                                    the issues that will be discussed.                                                              
                    8       Amend Articles Re: Ordinary and Special       For          For                         Mgmt             
                            Resolutions at Shareholders' General                                                                    
                            Meetings, Voting Right Per Share,                                                                       
                            Nomination of Director, Composition of the                                                              
                            Supervisory Committee and Vote of Contracts                                                             
                            in which a Director has a Material Interest                                                             

06/25/04 - S        Unicredito Italiano SpA (           IT0000064854                               06/18/04                  34,300 
                    (Form.Credito Italiano)                                                                                         
                            Special Business                                                                                        
                    1       Amend Articles To Reflect New Italian         For          Against                     Mgmt             
                            Company Law Regulations; Introduce One New                                                              
                            Article in the Bylaws; Cancel Rules                                                                     
                            Governing General Meetings As Part of the                                                               
                            Company's Bylaws                                                                                        
                                    The proposed  amendments aim at adopting a series of changes under one bundled  resolution.  ISS
                                    prefers viewing amendments presented in separate resolutions since this would guarantee a better
                                    opportunity for shareholders to express their position with respect to each amendment  proposed.
                                    This is  particularly  important  in cases such as this one,  where ISS would like to  recommend
                                    different votes with respect to the different amendments being proposed.  Some of the amendments
                                    are either  non-contentious or positive in nature, and ISS would support such changes since they
                                    would not jeopardize shareholder value. Others, alternatively,  cannot be supported by ISS since
                                    they propose to remove important oversight mechanisms from shareholders. Although the company is
                                    proposing these amendments in accordance with changes to company law, the actual amendments with
                                    which ISS takes issue are not, in fact,  required by the law.  Considering  that the  amendments
                                    herewith  presented  are under a bundled  item and that some of them  would  have the  effect of
                                    limiting  rights  that  shareholders  would be  entitled  to once the new  Italian  Company  Law
                                    provisions would become effective, we recommend a vote against this resolution.                 
                            Ordinary Business                                                                                       
                    1       Approve Rules Governing General Meetings      For          For                         Mgmt             
                                    The separate set of rules would not differ greatly from the current  methodology  used to govern
                                    shareholder  meetings.  The  adoption  of a  separate  set  of  rules  will  also  simplify  any
                                    modifications that may become necessary in the future,  since to adopt any changes the company's
                                    bylaws would not need to be modified and therefore any  amendments  proposed would be subject to
                                    shareholder approval as ordinary items.                                                         

05/07/04 - A        WILLIS GROUP HOLDINGS LTD *WSH*         G96655108                                  03/09/04               3,000 
                            Meeting for Holders of ADRs                                                                             
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Ratify Auditors                               For          For                         Mgmt             


N-PX
20th “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 20th
                                                        [Enlarge/Download Table]
                                                                                                                                    
Mgmt Rec - Company Management Recommended Vote                                                                                      

THE BROWN CAPITAL MANAGEMENT MID-CAP FUND                                                                                           
-----------------------------------------                                                                                           

                                                          Vote Summary Report                                                       
                                                      Jul 01, 2003 - Sep 30, 2003                                                   

Brown CAP Mid-CAP - 11021-23-L                                                                                                      

Mtg                        Company/                                            Mgmt         Vote        Record               Shares 
Date/Type                  Ballot Issues                          Security     Rec          Cast        Date                  Voted 
-------------------------- -------------------------------------- ------------ ------------ ----------- ------------ ---------------

08/06/03 - A               Acxiom Corp. *ACXM*                    005125109                             06/13/03              1,500 
                           1      Elect Directors                              For          For                                     
                           1.1    Elect Director Dr. Ann Hayes Die --- For                                                          
                                     We recommend a vote FOR the directors.                                                         
                           1.2    Elect Director William J. Henderson --- For                                                       
                           1.3    Elect Director Charles D. Morgan --- For                                                          
                           2      Amend Stock Option Plan                      For          Against                                 
                                    Vote  Recommendation  We commend the company for  expressly  forbidding  the  repricing of stock
                                    options under the plan. However, the total cost of the company's plans of 14.68 percent is above
                                    the allowable cap for this company of 12.19 percent.                                            
                           3      Amend Stock Option Plan                      For          Against                                 

07/29/03 - A               Airgas, Inc. *ARG*                     009363102                             06/19/03              1,750 
                           1      Elect Directors                              For          For                                     
                           1.1    Elect Director James W. Hovey --- For                                                             
                                     We recommend a vote FOR the directors.                                                         
                           1.2    Elect Director Paula A. Sneed --- For                                                             
                           1.3    Elect Director David M. Stout --- For                                                             
                           1.4    Elect Director William O. Albertini --- For                                                       
                           2      Approve Employee Stock Purchase Plan         For          For                                     
                                    ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the
                                    number of shares being reserved is relatively  conservative,  the offering period is reasonable,
                                    and there are limits on participation.                                                          

                           3      Approve Executive Incentive Bonus Plan       For          For                                     
                                    The performance  measures included under the plan are appropriate for the company given its line
                                    of business, long-term strategic objectives, and industry-specific measures for assessing market
                                    competitiveness.  Additionally, the plan is administered by a committee of independent outsiders
                                    who must certify attainment of these objective,  measurable performance goals before cash awards
                                    are paid to participants.  Moreover,  preservation of the full deductibility of all compensation
                                    paid reduces the company's corporate tax obligation.                                            
                           4      Ratify Auditors                              For          For                                     

07/30/03 - A               Christopher & Banks Corp *CBK*         171046105                             05/30/03                900 
                           1      Elect Directors                              For          For                                     
                           1.1    Elect Director William J. Prange --- For                                                          
                                     We recommend a vote FOR the directors.                                                         
                           1.2    Elect Director James J. Fuld, Jr. --- For                                                         
                           2      Amend Omnibus Stock Plan                     For          For                                     
                                    Vote  Recommendation  The total  cost of the  company's  plans of 9.32  percent  is  within  the
                                    allowable cap for this company of 15.80 percent.                                                
                           3      Ratify Auditors                              For          Against                                 

08/12/03 - A               La-Z-Boy Inc. *LZB*                    505336107                             06/25/03                500 
                           1      Elect Directors                              For          For                                     
                           1.1    Elect Director John H. Foss --- For                                                               
                                     We recommend a vote FOR the directors.                                                         
                           1.2    Elect Director Patrick H. Norton --- For                                                          
                           1.3    Elect Director Helen O. Petrauskas --- For                                                        
                           2      Amend Non-Employee Director Restricted       For          For                                     
                                  Stock Plan                                                                                        
                                    Vote  Recommendation  The total  cost of the  company's  plans of 7.93  percent  is  within  the
                                    allowable cap for this company of 12.53 percent.                                                

07/22/03 - A               Legg Mason, Inc. *LM*                  524901105                             05/23/03                725 
                           1      Elect Directors                              For          Split                                   
                           1.1    Elect Director Carl Bildt --- For                                                                 
                                    We  recommend a vote FOR the  directors  with the  exception of insider  Harry M. Ford,  Jr.. We
                                    recommend that  shareholders  WITHHOLD votes from Harry M. Ford, Jr. for failure to establish an
                                    independent nominating committee.                                                               
                           1.2    Elect Director Harry M. Ford, Jr. --- Withhold                                                    
                           1.3    Elect Director John E. Koerner, III --- For                                                       
                           1.4    Elect Director Peter F. O'Malley --- For                                                          
                           1.5    Elect Director James E. Ukrop --- For                                                             
                           1.6    Elect Director Dennis R. Beresford --- For                                                        

09/02/03 - A               Network Appliance, Inc. *NTAP*         64120L104                             07/07/03              1,900 
                           1      Elect Directors                              For          For                                     
                           1.1    Elect Director Daniel J. Warmenhoven ---  For                                                     
                                     We recommend a vote FOR the directors.                                                         
                           1.2    Elect Director Donald T. Valentine --- For                                                        
                           1.3    Elect Director Sanjiv Ahuja --- For                                                               
                           1.4    Elect Director Carol A. Bartz --- For                                                             
                           1.5    Elect Director Michael R. Hallman --- For                                                         
                           1.6    Elect Director Nicholas G. Moore --- For                                                          
                           1.7    Elect Director Dr. Sachio Semmoto --- For                                                         
                           1.8    Elect Director Robert T. Wall --- For                                                             
                           2      Amend Omnibus Stock Plan                     For          Against                                 
                                    Vote  Recommendation  The  total  cost of the  company's  plans of 17.59  percent  is above  the
                                    allowable  cap for this company of 12.57  percent.  Additionally,  the plan allows  repricing of
                                    underwater stock options without  shareholder  approval,  which we believe reduces the incentive
                                    value of the plan.                                                                              
                           3      Amend  Employee Stock Purchase Plan          For          For                                     
                                    ISS approves of this item  because the plan  complies  with Section 423 of the Internal  Revenue
                                    Code,  the number of shares  being added is  relatively  conservative,  the  offering  period is
                                    reasonable, and there are limitations on participation.                                         
                           4      Ratify Auditors                              For          For                                     
                           5      Other Business                               For          Against                                 
                                    As we cannot know the content of these issues,  we do not recommend  that  shareholders  approve
                                    this request.                                                                                   

08/07/03 - A               Xilinx, Inc. *XLNX*                    983919101                             06/09/03              1,450 
                           1      Elect Directors                              For          For                                     
                           2      Ratify Auditors                              For          For                                     

07/22/03 - S               Zimmer Holdings Inc *ZMH*              98956P102                             06/16/03                725 
                           1      Issue Shares in Connection with an           For          For                                     
                                  Acquisition                                                                                       
                                    CONCLUSION:  Based on the fairness opinion and the potential strategic synergies, we believe the
                                    merger agreement warrants shareholder support.                                                  

N-PX
21st “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 21st
                                                          Vote Summary Report                                                       
                                                      Oct 01, 2003 - Dec 31, 2003                                                   

Brown CAP Mid-CAP                                                                                                                   

Mtg                  Company/                                              Mgmt          Vote          Record                Shares 
Date/Type            Ballot Issues                            Security     Rec           Cast          Date                   Voted 
-------------------- ---------------------------------------- ------------ ------------- ------------- ------------ --------------- 

10/16/03 - A         Applera Corp *ABI*                       038020103                                08/27/03               2,150 
                     1      Elect Directors                                For           Split                                      
                     1.1    Elect Director Richard H. Ayers --- For                                                                 
                                    We  recommend  a vote FOR the  directors  with the  exception  of Arnold J.  Levine from whom we
                                    recommend  that  shareholders  WITHHOLD  votes for  standing  as an  affiliated  outsider on the
                                    Compensation and Nominating committees.                                                         
                     1.2    Elect Director Jean-Luc Belingard --- For                                                               
                     1.3    Elect Director Robert H. Hayes --- For                                                                  
                     1.4    Elect Director Arnold J. Levine --- Withhold                                                            
                     1.5    Elect Director William H. Longfield --- For                                                             
                     1.6    Elect Director Theodore E. Martin --- For                                                               
                     1.7    Elect Director Carolyn W. Slayman --- For                                                               
                     1.8    Elect Director Orin R. Smith --- For                                                                    
                     1.9    Elect Director James R. Tobin --- For                                                                   
                     1.10   Elect Director Tony L. White --- For                                                                    
                     2      Ratify Auditors                                For           For                                        

11/06/03 - A         Avnet, Inc. *AVT*                        053807103                                09/08/03               3,150 
                     1      Elect Directors                                For           For                                        
                     1.1    Elect Director Eleanor Baum --- For                                                                     
                                We recommend a vote FOR the directors.                                                              
                     1.2    Elect Director J. Veronica Biggins --- For                                                              
                     1.3    Elect Director Lawrence W. Clarkson --- For                                                             
                     1.4    Elect Director Ehud Houminer --- For                                                                    
                     1.5    Elect Director James A. Lawrence --- For                                                                
                     1.6    Elect Director Ray M. Robinson --- For                                                                  
                     1.7    Elect Director Frederic Salerno --- For                                                                 
                     1.8    Elect Director Gary L. Tooker --- For                                                                   
                     1.9    Elect Director Roy Vallee --- For                                                                       
                     2      Approve Omnibus Stock Plan                     For           For                                        
                                    Vote  Recommendation  The total  cost of the  company's  plans of 4.11  percent  is  within  the
                                    allowable  cap for this  company of 8.84  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                     3      Amend  Employee Stock Purchase Plan            For           For                                        
                                    ISS approves of this item  because the plan  complies  with Section 423 of the Internal  Revenue
                                    Code,  the number of shares  being added is  relatively  conservative,  the  offering  period is
                                    reasonable, and there are limitations on participation.                                         
                     4      Ratify Auditors                                For           For                                        

10/29/03 - A         CheckFree Corp. *CKFR*                   162813109                                09/08/03               1,075 
                     1      Elect Directors                                For           For                                        
                     1.1    Elect Director Mark A. Johnson --- For                                                                  
                                We recommend a vote FOR the directors.                                                              
                     1.2    Elect Director Eugene F. Quinn --- For                                                                  
                     2      Approve Executive Incentive Bonus Plan         For           For                                        
                                    The performance  measures included under the plan are appropriate for the company given its line
                                    of business, long-term strategic objectives, and industry-specific measures for assessing market
                                    competitiveness.  Additionally, the plan is administered by a committee of independent outsiders
                                    who must certify attainment of these objective,  measurable performance goals before cash awards
                                    are paid to participants.  Moreover,  preservation of the full deductibility of all compensation
                                    paid reduces the company's corporate tax obligation.                                            
                            Shareholder Proposal                                                                                    
                     3      Make Effort to Locate Women and Minorities     Against       For                                        
                            for Board Nomination                                                                                    
                                    Based on the company's current lack of board diversity, the lack of disclosure regarding current
                                    nominating  procedures  and  diversity  initiatives,  and the  company's  failure to establish a
                                    nominating committee, we recommend that shareholders support this shareholder proposal.         

11/05/03 - A         Coach, Inc. *COH*                        189754104                                09/17/03                 925 
                     1      Elect Directors                                For           For                                        
                     1.1    Elect Director Joseph Ellis --- For                                                                     
                                We recommend a vote FOR the  directors.                                                             
                     1.2    Elect Director Lew Frankfort --- For                                                                    
                     1.3    Elect Director Sally Frame Kasaks --- For                                                               
                     1.4    Elect  Director Gary Loveman --- For                                                                    
                     1.5    Elect Director Irene Miller --- For                                                                     
                     1.6    Elect Director Keith Monda --- For                                                                      
                     1.7    Elect Director Michael Murphy --- For                                                                   

10/29/03 - A         Integrated Circuit Systems, Inc.         45811K208                                09/19/03               1,375 
                     *ICST*                                                                                                         
                     1      Elect Directors                                For           Split                                      
                     1.1    Elect Director Hock E. Tan --- Withhold                                                                 
                                    We recommend that  shareholders vote FOR Nam P. Suh, Ph.D., but WITHHOLD votes from insider Hock
                                    E. Tan for failure to establish an independent nominating committee.                            
                     1.2    Elect Director Nam P. Suh, Ph.D. --- For                                                                

10/30/03 - A         Intuit, Inc. *INTU*                      461202103                                09/02/03               1,325 
                     1      Elect Directors                                For           For                                        
                     1.1    Elect Director Stephen M. Bennett --- For                                                               
                                We recommend a vote FOR the directors.                                                              
                     1.2    Elect Director Christopher W. Brody --- For                                                             
                     1.3    Elect Director William V. Campbell --- For                                                              
                     1.4    Elect Director Scott D. Cook --- For                                                                    
                     1.5    Elect Director L. John Doerr --- For                                                                    
                     1.6    Elect Director Donna L. Dubinsky --- For                                                                
                     1.7    Elect Director Michael R. Hallman --- For                                                               
                     1.8    Elect Director Stratton D. Sclavos --- For                                                              
                     2      Amend Employee Stock Purchase Plan             For           For                                        
                                    ISS approves of this item  because the plan  complies  with Section 423 of the Internal  Revenue
                                    Code,  the number of shares  being added is  relatively  conservative,  the  offering  period is
                                    reasonable, and there are limitations on participation.                                         
                     3      Ratify Auditors                                For           For                                        

11/04/03 - A         King Pharmaceuticals Inc. *KG*           495582108                                09/05/03               2,575 
                     1      Elect Directors                                For           For                                        
                     2      Ratify Auditors                                For           For                                        

10/24/03 - A         Molex Incorporated *MOLX*                608554101                                08/29/03                 500 
                     1      Elect Directors                                For           For                                        
                     1.1    Elect Director Fred L. Krehbiel --- For                                                                 
                                We recommend a vote FOR the directors.                                                              
                     1.2    Elect Director Douglas K. Carnahan --- For                                                              
                     1.3    Elect Director J. Joseph King --- For                                                                   
                     1.4    Elect Director Joe W. Laymon --- For                                                                    
                     1.5    Elect Director Michelle L. Collins --- For                                                              
                     2      Amend Stock Option Plan                        For           For                                        
                                    Vote  Recommendation  The total  cost of the  company's  plans of 6.45  percent  is  within  the
                                    allowable cap for this company of 12.34 percent.                                                

11/13/03 - A         The Bisys Group, Inc. *BSG*              055472104                                09/19/03               2,850 
                     1      Elect Directors                                For           Split                                      
                     1.1    Elect Director Lynn J. Mangum --- For                                                                   
                                    We  recommend  a vote FOR the  directors  with the  exception  of Denis A.  Bovin,  from whom we
                                    recommend  shareholders  WITHHOLD votes for standing as an affiliated outsider on the Nominating
                                    Committee.                                                                                      
                     1.2    Elect Director Denis A. Bovin --- Withhold                                                              
                     1.3    Elect Director Robert J. Casale --- For                                                                 
                     1.4    Elect Director Thomas A. Cooper --- For                                                                 
                     1.5    Elect Director Paula G. McInerney --- For                                                               
                     1.6    Elect Director Thomas E. McInerney --- For                                                              
                     1.7    Elect Director Joseph J. Melone --- For                                                                 
                     1.8    Elect Director Dennis R. Sheehan --- For                                                                
                     2      Approve  Employee  Stock  Purchase  Plan       For           For                                        
                                    ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the
                                    number of shares being reserved is relatively  conservative,  the offering period is reasonable,
                                    and there are limits on participation.                                                          
                     3      Ratify Auditors                                For           For                                        

N-PX
22nd “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 22nd
                                                          Vote Summary Report                                                       
                                                      Jan 01, 2004 - Mar 31, 2004                                                   

Brown CAP Mid-CAP - 11021-23-L                                                                                                      

Mtg                  Company/                                              Mgmt          Vote          Record                Shares 
Date/Type            Ballot Issues                            Security     Rec           Cast          Date                   Voted 
-------------------- ---------------------------------------- ------------ ------------- ------------- ------------ ----------------

03/09/04 - A         Analog Devices, Inc. *ADI*               032654105                                01/16/04               1,575 
                     1      Elect Directors                                For           For                                        
                     2      Increase Authorized Common Stock               For           For                                        
                     3      Ratify Auditors                                For           For                                        

03/22/04 - S         Caremark Rx, Inc. *CMX*                  141705103                                02/05/04               1,815 
                     1      Increase Authorized Common Stock               For           For                                        
                     2      Approve Issuance of Stock in Connection with   For           For                                        
                            Merger Agreement                                                                                        
                     3          Increase Authorized Preferred Stock        For           Against                                    
                                    In this  case,  management  has  stated  that some of the  shares  may be used for  antitakeover
                                    purposes,  namely for the  shareholders'  rights plan,  which was not approved by  shareholders.
                                    Also, given that no shares of preferred stock are outstanding, we do not believe the increase is
                                    warranted.                                                                                      
                     4          Approve Omnibus Stock Plan                 For           For                                        
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 9.90  percent is within the
                                    allowable  cap for this company of 10.00  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                     5      Allow Postponement or Adjournment of Special   For           Against                                    
                            Meeting                                                                                                 

02/17/04 - A         Health Management Associates, Inc.       421933102                                12/19/03               3,425 
                     *HMA*                                                                                                          
                     1      Elect Directors                                For           For                                        

N-PX
23rd “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 23rd
                                                          Vote Summary Report                                                       
                                                      Apr 01, 2004 - Jun 30, 2004                                                   

Brown CAP Mid-CAP - 11021-23-L                                                                                                      

Mtg                 Company/                                              Mgmt         Vote            Record                Shares 
Date/Type           Ballot Issues                           Security      Rec          Cast            Date        Prpnent    Voted 
------------------- --------------------------------------- ------------- ------------ --------------- ----------- -------- --------

06/10/04 - A        Affymetrix Inc. *AFFX*                  00826T108                                  04/16/04               1,200 
                    1       Elect Directors                               For          Split                       Mgmt             
                    1.1     Elect Director Stephen P.A. Fodor, Ph.D. --- For                                                        
                                    We recommend a vote FOR the directors with the exceptions of insiders Stephen P.A. Fodor,  Ph.D.
                                    and Susan E. Siegel,  and  affiliated  outsiders  David B. Singer and John D. Diekman,  Ph.D. We
                                    recommend  that  shareholders  WITHHOLD  votes from John D.  Diekman,  Ph.D.  for standing as an
                                    affiliated  outsider on the Audit and  Nominating  &  Corporate  Governance  committees  and for
                                    failure to establish a majority independent board. We also recommend that shareholders  WITHHOLD
                                    votes from David B. Singer for standing as an affiliated outsider on the Audit Committee and for
                                    failure to establish a majority  independent  board.  Finally,  we recommend  that  shareholders
                                    WITHHOLD  votes from Stephen P.A.  Fodor,  Ph.D.  and Susan E. Siegel for failure to establish a
                                    majority independent board.                                                                     
                    1.2     Elect Director Paul Berg, Ph.D. --- For                                                                 
                    1.3     Elect Director John D. Diekman, Ph.D. --- Withhold                                                      
                    1.4     Elect Director Vernon R. Loucks, Jr. --- For                                                            
                    1.5     Elect Director Susan E. Siegel --- For                                                                  
                    1.6     Elect Director David B. Singer --- Withhold                                                             
                    1.7     Elect Director John A. Young --- For                                                                    
                    2       Amend Omnibus Stock Plan                      For          For                         Mgmt             
                                    V. Vote  Recommendation  We commend the company for expressly  forbidding the repricing of stock
                                    options under the plan. However, the total cost of the company's plans of 14.12 percent is above
                                    the allowable cap for this company of 12.44 percent.                                            
                    3       Ratify Auditors                               For          For                         Mgmt             

05/11/04 - A        Altera Corp. *ALTR*                     021441100                                  03/16/04               3,980 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director John P. Daane --- For                                                                    
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director Robert W. Reed --- For                                                                   
                    1.3     Elect Director Charles M. Clough --- For                                                                
                    1.4     Elect Director Robert J. Finocchio Jr --- For                                                           
                    1.5     Elect Director Kevin Mcgarity --- For                                                                   
                    1.6     Elect Director Paul Newhagen --- For                                                                    
                    1.7     Elect Director William E. Terry --- For                                                                 
                    1.8     Elect Director Susan Wang --- For                                                                       
                    2       Amend Stock Option Plan                       For          For                         Mgmt             
                                    V. Vote  Recommendation  The total cost of the  company's  plans of 12.23  percent is within the
                                    allowable  cap for this company of 12.66  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                    3       Amend Employee Stock Purchase Plan            For          For                         Mgmt             
                                    ISS approves of this item  because the plan  complies  with Section 423 of the Internal  Revenue
                                    Code,  the number of shares  being added is  relatively  conservative,  the  offering  period is
                                    reasonable, and there are limitations on participation.                                         
                    4       Ratify Auditors                               For          For                         Mgmt             
                    5       Approve Option Expensing                      Against      For                         ShrHoldr         
                                    ISS  supports  the  general  principle  motivating  this  non-binding  proposal.  In the wake of
                                    financial reporting problems and excessive executive compensation at companies like Enron Corp.,
                                    Worldcom Inc., and Tyco  International  Ltd., we agree with the growing investor  consensus that
                                    companies  should  expense the costs  associated  with stock  options in order to  increase  the
                                    accuracy of their financial  statements.  Although companies can choose to expense options,  the
                                    Financial  Accounting Standards Board (FASB) does not require it. Since the expensing of options
                                    lowers earnings, most companies have elected not to do so. Instead, most companies have opted to
                                    disclose  option  values only in the  footnotes  to their annual  reports.  In the absence of an
                                    accepted  methodology  with which to value the contingent cost of stock options,  companies that
                                    have  voluntarily  expensed stock options have had  flexibility in their selection of a specific
                                    valuation  methodology.  Opponents of option expensing argue that options are difficult to value
                                    and expensing  options could add complexity and decrease  transparency  in financial  reporting.
                                    However,  given the fact that stock options have become an integral  component of  compensation,
                                    their  value  cannot be ignored  and  treated  as  "no-cost"  compensation.  Given that (1) many
                                    companies use stock options as a significant component of overall compensation, (2) the exercise
                                    of options result in a transfer of  shareholder  value,  and (3) the contingent  cost of options
                                    reduces  earnings,  we believe  that  options  should be expensed  along with all other forms of
                                    compensation  to better  reflect the company's true earnings and provide  additional  discipline
                                    against overuse.                                                                                

05/21/04 - A        Career Education Corp. *CECO*           141665109                                  03/23/04                 715 
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Amend Omnibus Stock Plan                      For          For                         Mgmt             
                                    V. Vote  Recommendation  The total cost of the  company's  plans of 11.96  percent is within the
                                    allowable cap for this company of 12.32 percent.                                                
                    3       Increase Authorized Common Stock              For          For                         Mgmt             
                    4       Ratify Auditors                               For          For                         Mgmt             

05/04/04 - A        Caremark Rx, Inc. *CMX*                 141705103                                  04/01/04               1,815 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Edwin M. Banks --- For                                                                   
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director Colleen C. Welch, Ph.D. --- For                                                          
                    1.3     Elect Director Roger L. Headrick --- For                                                                
                    1.4     Elect Director Jean-Pierre Millon --- For                                                               

05/12/04 - A        Ceridian Corporation *CEN*              156779100                                  03/16/04               1,575 
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Approve Omnibus Stock Plan                    For          For                         Mgmt             
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 9.98  percent is within the
                                    allowable  cap for this company of 12.58  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                    3       Amend Employee Stock Purchase Plan            For          For                         Mgmt             
                                    ISS approves of this item  because the plan  complies  with Section 423 of the Internal  Revenue
                                    Code,  the number of shares  being added is  relatively  conservative,  the  offering  period is
                                    reasonable, and there are limitations on participation.                                         

06/22/04 - A        Chico's FAS, Inc. *CHS*                 168615102                                  04/26/04               2,325 
                    1       Elect Directors                               For          Split                       Mgmt             
                    1.1     Elect Director Helene B. Gralnick ---                                                                   
                            Withhold                                                                                                
                                    We  recommend a vote FOR the  directors  with the  exceptions  of insiders  Scott A. Edmonds and
                                    Helene B.  Granick.  We recommend  that  shareholders  WITHHOLD  votes from Scott A. Edmonds and
                                    Helene B. Granick for failure to establish a majority independent board.                        
                    1.2     Elect Director Verna K. Gibson --- For                                                                  
                    1.3     Elect Director Betsy S. Atkins --- For                                                                  
                    1.4     Elect Director Scott A. Edmonds --- Withhold                                                            
                    2       Change Range for Size of the Board            For          For                         Mgmt             
                                    ISS believes  that the proposed  change is  relatively  minor and that it is not  motivated by a
                                    desire to entrench management.                                                                  
                    3       Amend Employee Stock Purchase Plan            For          For                         Mgmt             
                                    ISS approves of this item  because the plan  complies  with Section 423 of the Internal  Revenue
                                    Code,  the number of shares  being added is  relatively  conservative,  the  offering  period is
                                    reasonable, and there are limitations on participation.                                         
                    4       Ratify Auditors                               For          For                         Mgmt             

05/27/04 - A        Chiron Corp. *CHIR*                     170040109                                  03/29/04               1,060 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Vaughn D. Bryson --- For                                                                 
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director Pierre E. Douaze --- For                                                                 
                    1.3     Elect Director Edward E. Penhoet --- For                                                                
                    2       Amend Omnibus Stock Plan                      For          Against                     Mgmt             
                                    V. Vote  Recommendation  We commend the company for expressly  forbidding the repricing of stock
                                    options  under the plan.  ISS approves the stock  purchase  program  component  because the plan
                                    complies  with  Section  423 of the  Internal  Revenue  Code,  the number of shares  reserved is
                                    relatively  conservative,  the  offering  period is  reasonable,  and there are  limitations  on
                                    participation.  However,  the total cost of the  company's  plans of 17.46  percent is above the
                                    allowable cap for this company of 10.28 percent.  Therefore,  we recommend  AGAINST this bundled
                                    plan.                                                                                           
                    3       Ratify Auditors                               For          For                         Mgmt             

04/22/04 - S        Cognex Corp. *CGNX*                     192422103                                  03/10/04               1,070 
                    1       Elect Directors                               For          For                         Mgmt             

06/03/04 - A        Coventry Health Care Inc. *CVH*         222862104                                  04/05/04               1,400 
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Approve Omnibus Stock Plan                    For          For                         Mgmt             
                                    V. Vote  Recommendation  The total cost of the  company's  plans of 11.22  percent is within the
                                    allowable  cap for this company of 12.72  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.  In 2003,  the company  granted over 25 percent of its total option grants to its top
                                    five named executive officers.                                                                  
                    3       Ratify Auditors                               For          For                         Mgmt             

05/04/04 - A        Danaher Corp. *DHR*                     235851102                                  03/10/04                 980 
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Amend Stock Option Plan                       For          For                         Mgmt             
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 5.56  percent is within the
                                    allowable  cap for this company of 12.37  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                    4       Develop Charter Language on Board Diversity   Against      Against                     ShrHoldr         
                                    ISS believes in  transparency  for  shareholders  as a matter of good  corporate  governance and
                                    believes that  shareholders  should have access to material  information  about their  company's
                                    practices and  procedures.  For this reason,  ISS generally  supports  shareholder  requests for
                                    companies to prepare reports on board diversification  initiatives.  However, this proposal goes
                                    beyond simply asking the company to report on its  nomination  processes,  and to adopt specific
                                    charter  language to formalize  efforts to locate qualified women and minorities to serve on the
                                    board. In this case, we note that Danaher has not addressed diversity on its board to the degree
                                    of some  industry  peers.  However,  in the last year the  company  has  created an  independent
                                    nominating  committee,  and  includes  information  on the  director  selection  process  in the
                                    company's public filings.  While this action does not specifically address the concerns noted in
                                    this proposal,  it does show an effort to improve  Danaher's  corporate  governance  principles.
                                    Further,  we note that the  structure of this proposal  calls not only for increased  efforts in
                                    retaining qualified women and minorities, but also the adoption of certain charter language that
                                    would formally  outline this process.  ISS agrees with the proponents that a company can benefit
                                    from directors that represent diverse backgrounds and experience; however, we do not necessarily
                                    advocate the  application of specific  charter  language that  recommends  considering  race and
                                    gender as  qualifying  factors in  retaining  directors.  Therefore,  while we believe  that the
                                    company  should  continuously  evaluate  policies on retaining  qualified  candidates  for board
                                    positions,  including women and minorities,  ISS does not believe that  shareholder  support for
                                    this proposal is necessary at this time.                                                        

06/02/04 - A        DICKS SPORTING GOODS INC *DKS*          253393102                                  04/12/04               2,940 
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Increase Authorized Common Stock              For          Against                     Mgmt             

06/17/04 - A        Dollar Tree Stores, Inc. *DLTR*         256747106                                  04/23/04               2,350 
                    1       Change Range for Size of the Board            For          For                         Mgmt             
                                    ISS believes  that the proposed  change is  relatively  minor and that it is not  motivated by a
                                    desire to entrench management.                                                                  
                    2       Elect Directors                               For          For                         Mgmt             
                    3       Amend Omnibus Stock Plan                      For          For                         Mgmt             
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 7.48  percent is within the
                                    allowable  cap for this company of 11.17  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                    4       Approve Omnibus Stock Plan                    For          For                         Mgmt             
                                    VI. Vote  Recommendation  The total cost of the  company's  plans of 3.47  percent is within the
                                    allowable  cap for this company of 11.17  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                    5       Approve Executive Incentive Bonus Plan        For          For                         Mgmt             
                                    The performance  measures included under the plan are appropriate for the company given its line
                                    of business, long-term strategic objectives, and industry-specific measures for assessing market
                                    competitiveness.  Additionally, the plan is administered by a committee of independent outsiders
                                    who must certify attainment of these objective,  measurable performance goals before cash awards
                                    are paid to participants.  Moreover,  preservation of the full deductibility of all compensation
                                    paid reduces the company's corporate tax obligation.                                            

04/20/04 - A        Fastenal Co. *FAST*                     311900104                                  02/23/04               1,696 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Robert A. Kierlin --- For                                                                
                                    We  recommend a vote FOR the  directors  with the  exceptions  of insiders  Reyne K. Wisecup and
                                    Willard D.  Oberton,  and  affiliated  outsiders  Stephen M. Slaggie and Robert A.  Kierlin.  We
                                    recommend that shareholders WITHHOLD votes from Reyne K. Wisecup, Willard D. Oberton, Stephen M.
                                    Slaggie,  and  Robert A.  Kierlin  for  failure  to  establish  an  independent  nominating  and
                                    compensation committees.                                                                        
                    1.2     Elect Director Stephen M. Slaggie --- For                                                               
                    1.3     Elect Director Michael M. Gostomski --- For                                                             
                    1.4     Elect Director John D. Remick --- For                                                                   
                    1.5     Elect Director Henry K. McConnon --- For                                                                
                    1.6     Elect Director Robert A. Hansen --- For                                                                 
                    1.7     Elect Director Willard D. Oberton --- For                                                               
                    1.8     Elect Director Michael J. Dolan --- For                                                                 
                    1.9     Elect Director Reyne K. Wisecup --- For                                                                 
                    2       Ratify Auditors                               For          For                         Mgmt             

04/06/04 - A        Fiserv, Inc. *FISV*                     337738108                                  02/13/04               1,650 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director K.R. Jensen --- For                                                                      
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director K.M. Robak --- For                                                                       
                    1.3     Elect Director T.C. Wertheimer --- For                                                                  
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Amend Omnibus Stock Plan                      For          For                         Mgmt             
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 5.72  percent is within the
                                    allowable  cap for this company of 12.47  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      

05/26/04 - A        Fossil, Inc. *FOSL*                     349882100                                  03/31/04               2,280 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Tom Kartsotis --- For                                                                    
                                    We recommend a vote FOR Donald J. Stone but WITHHOLD votes from all other nominees. We recommend
                                    that  shareholders  WITHHOLD  votes from  insider  Jal S.  Shroff and  affiliated  outsider  Tom
                                    Kartsotis  for failure to  establish  an  independent  nominating  committee  and for failure to
                                    establish majority board independence.                                                          
                    1.2     Elect Director Jal S. Shroff --- For                                                                    
                    1.3     Elect Director Donald J. Stone --- For                                                                  
                    2       Amend Omnibus Stock Plan                      For          For                         Mgmt             
                                    V. Vote  Recommendation ISS evaluates the proposed  amendments that expand the class of eligible
                                    participants  based on the  appropriateness  of the  original  plan.  In this  case  cost is the
                                    determining  factor.  The total  cost of the  company's  plans of 11.68  percent  is within  the
                                    allowable cap for this company of 13.73 percent.                                                

06/16/04 - A        Fred's, Inc. *FRED*                     356108100                                  04/30/04               2,802 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Michael J. Hayes --- For                                                                 
                    1.2     Elect Director John R. Eisenman --- For                                                                 
                    1.3     Elect Director Roger T. Knox --- For                                                                    
                    1.4     Elect Director John D. Reier --- For                                                                    
                    1.5     Elect Director Thomas H. Tashjian --- For                                                               
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Approve Employee Stock Purchase Plan          For          Against                     Mgmt             
                                    Despite the reasonable  offering  period,  ISS does not support this proposal because the plan's
                                    large share reserve may cause excessive voting power dilution.                                  

04/24/04 - A        Harley-Davidson, Inc. *HDI*             412822108                                  03/10/04               1,015 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Barry K. Allen --- For                                                                   
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director Richard I. Beattie --- For                                                               
                    2       Amend Executive Incentive Bonus Plan          For          For                         Mgmt             
                                    The performance  measures included under the plan are appropriate for the company given its line
                                    of business, long-term strategic objectives, and industry-specific measures for assessing market
                                    competitiveness.  Additionally, the plan is administered by a committee of independent outsiders
                                    who must certify attainment of these objective,  measurable performance goals before cash awards
                                    are paid to participants.  Moreover,  preservation of the full deductibility of all compensation
                                    paid reduces the company's corporate tax obligation.                                            
                    3       Approve Omnibus Stock Plan                    For          For                         Mgmt             
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 3.93  percent is within the
                                    allowable  cap for this company of 12.78  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                    4       Ratify Auditors                               For          For                         Mgmt             

05/25/04 - A        Henry Schein, Inc. *HSIC*               806407102                                  04/15/04                 855 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Stanley M. Bergman --- For                                                               
                                    We recommend a vote FOR the directors  with the exception of Pamela  Joseph.  We recommend  that
                                    shareholders WITHHOLD votes from Pamela Joseph for poor attendance.                             
                    1.2     Elect Director Gerald A. Benjamin --- For                                                               
                    1.3     Elect Director James P. Breslawski --- For                                                              
                    1.4     Elect Director Mark E. Mlotek --- For                                                                   
                    1.5     Elect Director Steven Paladino --- For                                                                  
                    1.6     Elect Director Barry J. Alperin --- For                                                                 
                    1.7     Elect Director Pamela Joseph --- For                                                                    
                    1.8     Elect Director Donald J. Kabat --- For                                                                  
                    1.9     Elect Director Marvin H. Schein --- For                                                                 
                    1.10    Elect Director Irving Shafran --- For                                                                   
                    1.11    Elect Director Philip A. Laskawy --- For                                                                
                    1.12    Elect Director Norman S. Matthews --- For                                                               
                    1.13    Elect Director Louis W. Sullivan --- For                                                                
                    1.14    Elect Director Margaret A. Hamburg --- For                                                              
                    2       Amend Stock Option Plan                       For          For                         Mgmt             
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 8.36  percent is within the
                                    allowable  cap for this  company of 9.57  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                    3       Amend Non-Employee Director Omnibus Stock     For          For                         Mgmt             
                            Plan                                                                                                    
                                    VI. Vote  Recommendation  The total cost of the  company's  plans of 6.20  percent is within the
                                    allowable  cap for this  company of 9.57  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                    4       Approve Employee Stock Purchase Plan          For          For                         Mgmt             
                                    ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the
                                    number of shares being reserved is relatively  conservative,  the offering period is reasonable,
                                    and there are limits on participation.                                                          
                    5       Ratify Auditors                               For          For                         Mgmt             

06/17/04 - A        Hot Topic, Inc. *HOTT*                  441339108                                  04/21/04                 800 
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Ratify Auditors                               For          For                         Mgmt             

04/13/04 - A        Investors Financial Services Corp.      461915100                                  02/20/04               1,765 
                    *IFIN*                                                                                                          
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Increase Authorized Common Stock              For          For                         Mgmt             
                                    The requested  increase of 75,000,000  shares is below the  allowable  threshold of  135,000,000
                                    shares.                                                                                         
                    3       Amend Employee Stock Purchase Plan            For          For                         Mgmt             
                                    ISS approves of this item  because the plan  complies  with Section 423 of the Internal  Revenue
                                    Code,  the number of shares  being added is  relatively  conservative,  the  offering  period is
                                    reasonable, and there are limitations on participation.                                         
                    4       Ratify Auditors                               For          For                         Mgmt             

05/04/04 - A        ITT Educational Services, Inc. *ESI*    45068B109                                  03/05/04                 500 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Rene R. Champagne --- For                                                                
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director John F. Cozzi --- For                                                                    
                    1.3     Elect Director James D. Fowler, Jr. --- For                                                             
                    1.4     Elect Director Harris N. Miller --- For                                                                 
                    2       Increase Authorized Common Stock              For          Against                     Mgmt             

05/20/04 - A        MedImmune, Inc. *MEDI*                  584699102                                  03/31/04               1,550 
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Approve Omnibus Stock Plan                    For          For                         Mgmt             
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 9.92  percent is within the
                                    allowable  cap for this company of 10.39  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.  Equity grants of stock options to top five named executive officers is 27.41 percent
                                    of the total  shares  awarded in the current  year.  More than one  quarter of the total  shares
                                    granted in the current year were made to top five executives.                                   
                    3       Ratify Auditors                               For          For                         Mgmt             

05/18/04 - A        Nextel Partners, Inc. *NXTP*            65333F107                                  04/02/04               5,940 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Adam Aron --- For                                                                        
                    1.2     Elect Director John Chapple --- For                                                                     
                    1.3     Elect Director Steven B. Dodge --- For                                                                  
                    1.4     Elect Director Timothy Donahue --- For                                                                  
                    1.5     Elect Director Caroline H. Rapking --- For                                                              
                    1.6     Elect Director James N. Perry, Jr. --- For                                                              
                    1.7     Elect Director Dennis M. Weibling --- For                                                               
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Amend Stock Option Plan                       For          Against                     Mgmt             
                                    V. Vote Recommendation  Although the total cost of the company's plans of 7.36 percent is within
                                    the allowable cap for this company of 11.26 percent,  the plan allows repricing of stock options
                                    without shareholder approval, which we believe reduces the incentive value of the plan. ISS also
                                    noted that the top five named officers  received  approximately  28 percent of the total options
                                    granted in 2003.                                                                                
                    4       Increase Authorized Common Stock              For          For                         Mgmt             
                                    The requested  increase of 500,000,000  shares, is below the allowable  threshold of 927,043,000
                                    shares. We recommend a vote FOR Item 4.                                                         
                    5       Permit Board to Amend Bylaws Without          For          Against                     Mgmt             
                            Shareholder Consent                                                                                     
                                    ISS believes that this proposal is not in shareholders' best interests as it removes their basic
                                    right to approve  amendments or  modifications  to the company's  certificate of  incorporation.
                                    Furthermore,  the proposal could  entrench  management and thus preclude proxy contest and third
                                    party takeovers.                                                                                

04/16/04 - A        Novellus Systems, Inc. *NVLS*           670008101                                  02/17/04               1,390 
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Provision of Non-Audit Services by            Against      Against                     ShrHoldr         
                            Independent Auditors                                                                                    
                    4       Limit Executive Compensation                  Against      Against                     ShrHoldr         

05/18/04 - A        Omnicare, Inc. *OCR*                    681904108                                  03/31/04                 400 
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Approve Omnibus Stock Plan                    For          For                         Mgmt             
                                    V. Vote  Recommendation  The total cost of the  company's  plans of 11.73  percent is within the
                                    allowable  cap for this company of 12.68  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                    3       Ratify Auditors                               For          For                         Mgmt             

05/27/04 - A        Panera Bread Company *PNRA*             69840W108                                  04/06/04               1,470 
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Ratify Auditors                               For          For                         Mgmt             

05/19/04 - A        Performance Food Group Co. *PFGC*       713755106                                  03/29/04               1,040 
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Amend Employee Stock Purchase Plan            For          For                         Mgmt             
                                    ISS approves of this item  because the plan  complies  with Section 423 of the Internal  Revenue
                                    Code,  the number of shares  being added is  relatively  conservative,  the  offering  period is
                                    reasonable, and there are limitations on participation.                                         

06/10/04 - A        PETsMART *PETM*                         716768106                                  04/12/04               2,350 
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Ratify Auditors                               For          For                         Mgmt             

05/13/04 - A        Pioneer Natural Resources Co. *PXD*     723787107                                  03/17/04               1,470 
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Ratify Auditors                               For          For                         Mgmt             

05/25/04 - A        Royal Caribbean Cruises Ltd. *RCL*      V7780T103                                  03/26/04               1,600 
                            Meeting for Holders of ADRs                                                                             
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Tor B. Arneberg --- For                                                                  
                                    Despite these  shortcomings,  director elections are standard proposals at annual meetings,  and
                                    these concerns would not be enough to lead us to oppose these candidates.                       
                    1.2     Elect Director William L. Kimsey --- For                                                                
                    1.3     Elect Director Gert W. Munthe --- For                                                                   
                    1.4     Elect Director Thomas J. Pritzker --- For                                                               
                    2       APPROVAL OF THE AMENDED AND RESTATED 2000     For          For                         Mgmt             
                            STOCK AWARD PLAN.                                                                                       
                    3       RATIFICATION OF APPOINTMENT OF                For          For                         Mgmt             
                            PRICEWATERHOUSECOOPERS LLP AS THE COMPANY S                                                             
                            INDEPENDENT ACCOUNTANTS FOR 2004.                                                                       

05/04/04 - A        Sigma-Aldrich Corp. *SIAL*              826552101                                  03/05/04                 535 
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Increase Authorized Common Stock              For          For                         Mgmt             

04/20/04 - A        Smith International, Inc. *SII*         832110100                                  02/27/04                 600 
                    1       Elect Directors                               For          Split                       Mgmt             
                    1.1     Elect Director James R. Gibbs --- For                                                                   
                                    We recommend a vote FOR the directors  with the exception of Jerry W. Neely.  We recommend  that
                                    shareholders  WITHHOLD  votes from Jerry W. Neely for standing as an affiliated  outsider on the
                                    Audit and on the Compensation committees.                                                       
                    1.2     Elect Director Jerry W. Neely --- Withhold                                                              
                    2       Ratify Auditors                               For          For                         Mgmt             

05/12/04 - A        St. Jude Medical, Inc. *STJ*            790849103                                  03/15/04                 960 
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Approve Executive Incentive Bonus Plan        For          For                         Mgmt             
                                    The performance  measures included under the plan are appropriate for the company given its line
                                    of business, long-term strategic objectives, and industry-specific measures for assessing market
                                    competitiveness.  Additionally, the plan is administered by a committee of independent outsiders
                                    who must certify attainment of these objective,  measurable performance goals before cash awards
                                    are paid to participants.  Moreover,  preservation of the full deductibility of all compensation
                                    paid reduces the company's corporate tax obligation.                                            
                    4       Increase Authorized Common Stock              For          For                         Mgmt             
                                    The requested  increase of  250,000,000  shares is below the allowable  threshold of 387,500,000
                                    shares.                                                                                         
                    5       Limit Executive Compensation                  Against      Against                     ShrHoldr         
                                    While ISS  understands  the  proponent's  concerns with  escalating CEO pay, we believe that the
                                    proposal is unduly restrictive. The Compensation Committee and Management Development Committee,
                                    which is composed  entirely of independent  directors,  should have the flexibility to determine
                                    the compensation of its senior executives based on a number of appropriate factors,  rather then
                                    relying on an arbitrary formula.  Furthermore,  the features of this proposal would limit equity
                                    awards to time based  restricted  shares and set arbitrary caps on salary,  bonus and severance,
                                    regardless  of the  company's  performance.  As such,  this  item does not  warrant  shareholder
                                    approval.                                                                                       

06/17/04 - A        Staples, Inc. *SPLS*                    855030102                                  04/19/04               3,345 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Arthur M. Blank --- For                                                                  
                    1.2     Elect Director Gary L. Crittenden --- For                                                               
                    1.3     Elect Director Martin Trust --- For                                                                     
                    1.4     Elect Director Paul F. Walsh --- For                                                                    
                    2       Approve Omnibus Stock Plan                    For          For                         Mgmt             
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 7.87  percent is within the
                                    allowable  cap for this  company of 9.92  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                    3       Amend Employee Stock Purchase Plan            For          For                         Mgmt             
                                    ISS approves of this item  because the plan  complies  with Section 423 of the Internal  Revenue
                                    Code,  the number of shares  being added is  relatively  conservative,  the  offering  period is
                                    reasonable, and there are limitations on participation.                                         
                    4       Amend Employee Stock Purchase Plan            For          For                         Mgmt             
                                    ISS approves of this item because the number of shares being added is  relatively  conservative,
                                    the offering period is reasonable, and there are limitations on participation.                  
                    5       Ratify Auditors                               For          For                         Mgmt             
                    6       Submit Shareholder Rights Plan (Poison        Against      Against                     ShrHoldr         
                            Pill) to Shareholder Vote                                                                               
                                    Conclusion  Given that the plan has already  expired,  and that the board has  determined not to
                                    renew the plan, this proposal has become moot.  Therefore,  we recommend that  shareholders vote
                                    against this item.                                                                              
                    7       Submit Shareholder Rights Plan (Poison        Against      For                         ShrHoldr         
                            Pill) to Shareholder Vote                                                                               
                                    Conclusion  Because  poison pills greatly alter the balance of power  between  shareholders  and
                                    management,  shareholders should be allowed to make their own evaluation of such plans. Ideally,
                                    a pill should include a two- to three-year sunset provision, a reasonable flip-in (20 percent or
                                    higher),  and a  chewable  feature  allowing  shareholders  to redeem the pill in the event of a
                                    takeover offer.                                                                                 
                    8       Limit Executive Compensation                  Against      Against                     ShrHoldr         
                                    Conclusion ISS policy is to recommend voting against  proposals that seek to set absolute levels
                                    on compensation or otherwise dictate the amount or form of compensation.                        
                    9       Prohibit Auditor from Providing Non-Audit     Against      Against                     ShrHoldr         
                            Services                                                                                                
                                    Conclusion In this case, the company states that the Audit Committee  pre-approves  all services
                                    by Ernst & young  LLP,  the  company's  independent  auditors  in  compliance  with the rules of
                                    Sarbanes-Oxley  Act. Also,  the aggregate fees paid for 'tax services' and 'other  services' are
                                    less than the aggregate fees paid for 'audit services' and 'audit-related services'.  Therefore,
                                    we believe this proposal does not warrant shareholder support.                                  

05/14/04 - A        SunGard Data Systems Inc. *SDS*         867363103                                  03/15/04               2,490 
                    1       Elect Directors                               For          Split                       Mgmt             
                    1.1     Elect Director Gregory S. Bentley ---                                                                   
                            Withhold                                                                                                
                                    We recommend a vote FOR the  directors  with the  exception of  affiliated  outsider  Gregory S.
                                    Bentley.  We recommend that shareholders  WITHHOLD votes from Gregory S. Bentley for standing as
                                    an affiliated outsider on the Audit Committee.                                                  
                    1.2     Elect Director Michael C. Brooks --- For                                                                
                    1.3     Elect Director Cristobal Conde --- For                                                                  
                    1.4     Elect Director Ramon de Oliveira --- For                                                                
                    1.5     Elect Director Henry C. Duques --- For                                                                  
                    1.6     Elect Director Albert A. Eisenstat --- For                                                              
                    1.7     Elect Director Bernard Goldstein --- For                                                                
                    1.8     Elect Director Janet Brutschea Haugen --- For                                                           
                    1.9     Elect Director James L. Mann --- For                                                                    
                    1.10    Elect Director Malcolm I. Ruddock --- For                                                               
                    2       Ratify Auditors                               For          For                         Mgmt             

05/26/04 - A        Synopsys, Inc. *SNPS*                   871607107                                  04/07/04               1,870 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Aart J. de Geus --- For                                                                  
                                    We recommend a vote FOR the directors with the exception of independent  outsider Sasson Somekh.
                                    We recommend that shareholders WITHHOLD votes from Sasson Somekh for poor attendance.           
                    1.2     Elect Director Andy D. Bryant --- For                                                                   
                    1.3     Elect Director Chi-Foon Chan --- For                                                                    
                    1.4     Elect Director Bruce R. Chizen --- For                                                                  
                    1.5     Elect Director Deborah A. Coleman --- For                                                               
                    1.6     Elect Director A. Richard Newton --- For                                                                
                    1.7     Elect Director Sasson Somekh --- For                                                                    
                    1.8     Elect Director Roy Vallee --- For                                                                       
                    1.9     Elect Director Steven C. Walske --- For                                                                 
                    2       Amend Non-Employee Director Stock Option      For          Against                     Mgmt             
                            Plan                                                                                                    
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 19.23  percent is above the
                                    allowable cap for this company of 12.60 percent.                                                
                    3       Ratify Auditors                               For          For                         Mgmt             

04/08/04 - A        T. Rowe Price Group, Inc. *TROW*        74144T108                                  02/06/04                 750 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Edward C. Bernard --- For                                                                
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director James T. Brady --- For                                                                   
                    1.3     Elect Director D. William J. Garrett --- For                                                            
                    1.4     Elect Director Donald B. Hebb, Jr. --- For                                                              
                    1.5     Elect Director James A.C. Kennedy --- For                                                               
                    1.6     Elect Director James S. Riepe --- For                                                                   
                    1.7     Elect Director George A. Roche --- For                                                                  
                    1.8     Elect Director Brian C. Rogers --- For                                                                  
                    1.9     Elect Director Dr. Alfred Sommer --- For                                                                
                    1.10    Elect Director Dwight S. Taylor --- For                                                                 
                    1.11    Elect Director Anne Marie Whittemore --- For                                                            
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Approve Omnibus Stock Plan                    For          For                         Mgmt             
                                    V. Vote  Recommendation  ISS met with T. Rowe Price  management to discuss T. Rowe Price's stock
                                    compensation  plan.  Management  representatives  included George Roche, James Riepe and William
                                    Stromberg, Chairman & President, Vice Chairman and Director of Equity Research, respectively. T.
                                    Rowe Price views the stock  option  program as an  important  part of its ability to attract and
                                    retain its  professional  staff. T. Rowe Price management  believes  strongly that stock options
                                    best directly align the interests of employees and shareholders. The maintenance of a consistent
                                    option  program  permits the company to invest in its employees and tie them in to the long term
                                    success of the firm.  The company has,  therefore,  placed a greater  emphasis on this incentive
                                    program than on cash or other forms of  long-term  incentives  used by many of its  competitors.
                                    Furthermore,  the company  provides  longer than normal option term vesting at 20% annually over
                                    five years. The stock option program has incentivized and retained  employees.  According to the
                                    company, the average tenure of portfolio managers and analysts is 12 years. As such, the company
                                    has built up a considerable  amount of outstanding stock options.  The company views the outcome
                                    favorably due to the firm's success and long tenured staff.  T. Rowe Price also  emphasized that
                                    equity awards to the top five  executives have been modest with an average of about 4 percent of
                                    total shares awarded in the past three years.  Some of the executive  awards were reload options
                                    too.  Moreover,  the company does not offer Supplemental  Executive  Retirement Plans (SERPs) or
                                    defined pension plans. Therefore,  the company does not have any hidden liabilities.  Beneficial
                                    ownership of  executives  and  directors  is about 14 percent as of the record  date.  The total
                                    direct compensation of the top five named executives does not appear to be excessive in light of
                                    the  company's  stock price  performance.  While ISS  recognizes  T. Rowe  Price's  compensation
                                    methodology for retaining employees,  ISS primarily evaluates stock-based incentive proposals by
                                    analyzing the economic costs and the dilutive impact on shareholders. Since T. Rowe Price uses a
                                    higher level of equity in its  compensation  to employees to offset the lower cash  compensation
                                    and other forms of long-term incentives,  there are higher levels of economic costs and dilution
                                    associated with it.  Therefore,  the cost for the 2004 Stock Incentive Plan is 13.30 percent and
                                    has exceeded the allowable cap of 6.20 percent.  As such, ISS considers the cost of the proposed
                                    plan to be high and we recommend voting AGAINST it.                                             
                    4       Other Business                                For          Against                     Mgmt             
                                    As we cannot know the content of these issues,  we do not recommend  that  shareholders  approve
                                    this request.                                                                                   

05/18/04 - A        The Cheesecake Factory, Inc. *CAKE*     163072101                                  03/31/04               1,015 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Thomas L. Gregory --- For                                                                
                                    ISS supports the proposed corporate governance reforms that Culinary Union is advocating.  While
                                    ISS notes the positive steps the company took in forming a Corporate Governance Committee and in
                                    eliminating  the  slow-hand  provision  in its poison pill,  it  considers  them as only partial
                                    response to shareholders'  mandate on the governance  issues.  The company in its defense points
                                    out that the proposals did not receive 80 percent of the votes  outstanding which is required to
                                    amend the company's bylaws on some of those proposals.  However, the proposals did receive clear
                                    majority of the votes cast.  In light of the majority  support,  ISS  believes  that the company
                                    should  have taken  additional  steps to  respond to  shareholders'  wishes.  ISS'  policy is to
                                    withhold  votes from the  director  nominees  if they  ignore a  shareholder  proposal  that was
                                    approved by a majority of the votes cast for two consecutive years. However, in this case, given
                                    that the no vote campaign is a continuation of Culinary Union's advocacy of corporate governance
                                    reforms which ISS supports,  and the company's minimal response to address shareholders' mandate
                                    of last year on multiple proposals, ISS recommends a WITHHOLD vote from Thomas Gregory.         
                    2       Amend Stock Option Plan                       For          For                         Mgmt             
                                    V. Vote  Recommendation  The total cost of the  company's  plans of 13.67  percent is within the
                                    allowable cap for this company of 19.66 percent.                                                
                    3       Amend Omnibus Stock Plan                      For          For                         Mgmt             
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 9.49  percent is within the
                                    allowable cap for this company of 19.66 percent.                                                
                    4       Amend Non-Employee Director Stock Option      For          For                         Mgmt             
                            Plan                                                                                                    
                                    VI. Vote  Recommendation  The total cost of the  company's  plans of 8.54  percent is within the
                                    allowable  cap for this company of 19.66  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      

04/27/04 - A        The Chubb Corp. *CB*                    171232101                                  03/08/04                540  
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Zoe Baird --- For                                                                        
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director Sheila P. Burke --- For                                                                  
                    1.3     Elect Director James I. Cash, Jr. --- For                                                               
                    1.4     Elect Director Joel J. Cohen --- For                                                                    
                    1.5     Elect Director James M. Cornelius --- For                                                               
                    1.6     Elect Director John D. Finnegan --- For                                                                 
                    1.7     Elect Director David H. Hoag --- For                                                                    
                    1.8     Elect Director Klaus J. Mangold --- For                                                                 
                    1.9     Elect Director Sir David G. Scholey, CBE --- For                                                        
                    1.10    Elect Director Raymond G. H. Seitz --- For                                                              
                    1.11    Elect Director Lawrence M. Small --- For                                                                
                    1.12    Elect Director Daniel E. Somers --- For                                                                 
                    1.13    Elect Director Karen Hastie Williams --- For                                                            
                    1.14    Elect Director James M. Zimmerman --- For                                                               
                    1.15    Elect Director Alfred W. Zollar --- For                                                                 
                    2       Approve Omnibus Stock Plan                    For          For                         Mgmt             
                                    V. Vote RecommendationThe total cost of this plan is 7.61 percent, which is within the allowable
                                    cap for this company of 9.78 percent. Additionally, this plan expressly forbids repricing.      
                    3       Approve Non-Employee Director Omnibus Stock   For          For                         Mgmt             
                            Plan                                                                                                    
                                    VI. Vote  Recommendation  The total cost of the  company's  plans of 4.36  percent is within the
                                    allowable  cap for this  company of 9.78  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                    4       Ratify Auditors                               For          For                         Mgmt             
                    5       Report on Political Contributions/Activities  Against      Against                     ShrHoldr         
                                    When  reviewing  requests for proposals on political  contributions,  ISS takes into account the
                                    scope and nature of the  request,  the  company's  adherence to laws and  regulations  governing
                                    political  contributions,  and company policies and additional disclosure on such contributions.
                                    In the case of Chubb,  we note that the  company  follows  all  state and local  laws  regarding
                                    contributions to political candidates or organizations.  Furthermore, the extensive scope of the
                                    reports requested in this proposal may not be substantially different from information currently
                                    available and could prove costly or difficult to gather and publish in a formal report. As such,
                                    it does not appear that preparing and  publicizing  such reports in the manner  requested by the
                                    proponent would be the most effective use of shareholder funds.                                 

06/01/04 - A        The TJX Companies, Inc. *TJX*           872540109                                  04/12/04               2,805 
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Amend Omnibus Stock Plan                      For          For                         Mgmt             
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 7.62  percent is within the
                                    allowable  cap for this  company of 9.59  percent.  Additionally,  this plan  expressly  forbids
                                    repricing.                                                                                      
                    3       Implement ILO Based Code of Conduct           Against      Against                     ShrHoldr         
                                    Conclusion In the case of TJX, the company already has a vendor code that is publicly  available
                                    on the Internet.  While this code does not reference the right to bargain collectively,  it does
                                    expressly forbid forced labor, child labor, and discrimination;  addresses fair wages and safety
                                    of the workplace and environment;  and provides for freedom of association. We do note that some
                                    of the company's vendors have been involved in some recent  controversies.  However, the company
                                    already uses third-party firms to monitor the compliance by vendors with the company's standards
                                    and therefore complies with the independent monitoring request of this proposal.  Given that the
                                    company already has a policy in place that addresses many of the key principles  outlined in the
                                    ILO  principles and uses  independent  firms for  monitoring  factories,  we do not believe that
                                    support of this proposal is warranted at this time.                                             
                    4       Report on Vendor Standards                    Against      Against                     ShrHoldr         
                                    Conclusion  Generally,  ISS supports requests for increased  disclosure on matters that may help
                                    shareholders  better  evaluate the risks and  opportunities  associated  with their  investment.
                                    However,  such the value of such  information must be weighed against the time and cost required
                                    to  prepare  the  report,  the  impact  that  increased  disclosure  may  have on the  company's
                                    operations,  and existing information that may be similar to that requested by the proposal.  In
                                    this case,  ISS notes  that the  company  already  publicly  discloses  it  policies  for import
                                    suppliers and vendors,  a vendors' code of conduct,  and  information  on compliance  review and
                                    audit  procedures.  Additionally,  the  company  utilizes  a third  party  monitor  to assist in
                                    evaluating  compliance.  Therefore,  considering the steps that the company has taken to address
                                    vendor compliance issues, ISS believes that TJX substantially  addresses the issues set forth by
                                    this  proposal,  and believes that further  reporting and related  actions may be duplicative of
                                    current initiatives. As such, we do not recommend shareholder support for this resolution.      
                    5       Declassify the Board of Directors             Against      For                         ShrHoldr         
                                    Conclusion The ability to elect  directors is the single most  important use of the  shareholder
                                    franchise,  and all directors  should be accountable on an annual basis. A classified  board can
                                    entrench  management  and  effectively  preclude  most takeover  bids or proxy  contests.  Board
                                    classification  forces dissidents and would-be  acquirers to negotiate with the incumbent board,
                                    which has the authority to decide on offers without a shareholder vote.                         

05/20/04 - A        Tiffany & Co. *TIF*                     886547108                                  03/25/04               1,255 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Michael J. Kowalski --- For                                                              
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director Rose Marie Bravo --- For                                                                 
                    1.3     Elect Director William R. Chaney --- For                                                                
                    1.4     Elect Director Samuel L. Hayes III --- For                                                              
                    1.5     Elect Director Abby F. Kohnstamm --- For                                                                
                    1.6     Elect Director Charles K. Marquis --- For                                                               
                    1.7     Elect Director J. Thomas Presby --- For                                                                 
                    1.8     Elect Director James E. Quinn --- For                                                                   
                    1.9     Elect Director William A. Shutzer --- For                                                               
                    2       Ratify Auditors                               For          For                         Mgmt             

04/28/04 - A        W.W. Grainger, Inc. *GWW*               384802104                                  03/01/04                 720 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director Brian P. Anderson --- For                                                                
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director Wesley M. Clark --- For                                                                  
                    1.3     Elect Director Wilbur H. Gantz --- For                                                                  
                    1.4     Elect Director David W. Grainger --- For                                                                
                    1.5     Elect Director Richard L. Keyser --- For                                                                
                    1.6     Elect Director Frederick A. Krehbiel --- For                                                            
                    1.7     Elect Director John W. McCarter, Jr. --- For                                                            
                    1.8     Elect Director Neil S. Novich --- For                                                                   
                    1.9     Elect Director James D. Slavik --- For                                                                  
                    1.10    Elect Director Harold B. Smith --- For                                                                  
                    1.11    Elect Director Janiece S. Webb --- For                                                                  
                    2       Ratify Auditors                               For          For                         Mgmt             

05/04/04 - A        Waters Corp. *WAT*                      941848103                                  03/15/04                 775 
                    1       Elect Directors                               For          Split                       Mgmt             
                    1.1     Elect Director Joshua Bekenstein --- For                                                                
                                    We recommend a vote FOR the directors  with the  exceptions of  affiliated  outsiders  Thomas P.
                                    Salice and Edward Conard.  We recommend that  shareholders  WITHHOLD votes from Thomas P. Salice
                                    for standing as an affiliated outsider on the Audit, Compensation, and Nominating committees. We
                                    also  recommend  that  shareholders  WITHHOLD  votes  from  Edwarrd  Conard for  standing  as an
                                    affiliated outsider on the Compensation Committee.                                              
                    1.2     Elect Director M.J. Berendt, Ph.D. --- For                                                              
                    1.3     Elect Director Douglas A. Berthiaume --- For                                                            
                    1.4     Elect Director Philip Caldwell --- For                                                                  
                    1.5     Elect Director Edward Conard --- Withhold                                                               
                    1.6     Elect Director L.H. Glimcher, M.D. --- For                                                              
                    1.7     Elect Director William J. Miller --- For                                                                
                    1.8     Elect Director Thomas P. Salice --- Withhold                                                            
                    2       Ratify Auditors                               For          For                         Mgmt             
                    3       Other Business                                For          Against                     Mgmt             
                                    As we cannot know the content of these issues,  we do not recommend  that  shareholders  approve
                                    this request.                                                                                   

05/19/04 - A        Williams-Sonoma, Inc. *WSM*             969904101                                  03/29/04               1,415 
                    1       Elect Directors                               For          For                         Mgmt             
                    1.1     Elect Director W. Howard Lester --- For                                                                 
                               We recommend a vote FOR the directors.                                                               
                    1.2     Elect Director Edward A. Mueller --- For                                                                
                    1.3     Elect Director Sanjiv Ahuja --- For                                                                     
                    1.4     Elect Director Adrian D.P. Bellamy --- For                                                              
                    1.5     Elect Director Patrick J. Connolly --- For                                                              
                    1.6     Elect Director Jeanne P. Jackson --- For                                                                
                    1.7     Elect Director Michael R. Lynch --- For                                                                 
                    1.8     Elect Director Richard T. Robertson --- For                                                             
                    2       Amend Stock Option Plan                       For          For                         Mgmt             
                                    V. Vote  Recommendation  The total  cost of the  company's  plans of 8.89  percent is within the
                                    allowable cap for this company of 10.55 percent.                                                
                    3       Ratify Auditors                               For          For                         Mgmt             

05/07/04 - A        WILLIS GROUP HOLDINGS LTD *WSH*         G96655108                                  03/09/04               1,070 
                            Meeting for Holders of ADRs                                                                             
                    1       Elect Directors                               For          For                         Mgmt             
                    2       Ratify Auditors                               For          For                         Mgmt             


N-PX
24th “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 24th
                                                        [Enlarge/Download Table]
                                                                                                                                    

WST GROWTH FUND                                                                                                                     
---------------                                                                                                                     
------------------------------------------------------------------------------------------------------------------------------------
HEWLETT-PACKARD COMPANY                                                        HPQ                           Annual Meeting         
                                                                                                             Date: 17-03-2004       
Issuer: 428236                                      ISIN:                                                                           
SEDOL:                                                                                                                              
------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL                                                                                                                  

Proposal                                                                       Proposal         Vote         For or Against         
------------------------------------------------------------------------------------------------------------------------------------
Number    Proposal                                                             Type             Cast         Mgmt.                  
01        ELECTION OF DIRECTORS                                                Management       For          For                    
                                                    L.T. BABBIO, JR.           Management       For          For                    
                                                    P.C. DUNN                  Management       For          For                    
                                                    C.S. FIORINA               Management       For          For                    
                                                    R.A. HACKBORN              Management       For          For                    
                                                    G.A. KEYWORTH II           Management       For          For                    
                                                    R.E. KNOWLING, JR.         Management       For          For                    
                                                    S.M. LITVACK               Management       For          For                    
                                                    R.L. RYAN                  Management       For          For                    
                                                    L.S. SALHANY               Management       For          For                    
02        RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                           Management       For          For                    
03        ADOPT OMNIBUS STOCK OPTION PLAN                                      Management       For          For                    
04        S/H PROPOSAL - PROXY PROCESS/STATEMENT                               Shareholder      For          Against                

                                                    Custodian                  Stock            Ballot       Voted        Vote      
          Account Name                              Account                    Class            Shares       Shares       Date      
          --------------------------------------------------------------------------------------------------------------------------
          WST (8612-9033)                           11021-03-L                 103              10,000       10,000       15-03-2004

------------------------------------------------------------------------------------------------------------------------------------
NOKIA CORPORATION                                                              NOK                           Annual Meeting         
                                                                                                             Date: 25-03-2004       
Issuer: 654902                                      ISIN:                                                                           
SEDOL:                                                                                                                              
------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL                                                                                                                  

Proposal                                                                       Proposal         Vote         For or Against         
------------------------------------------------------------------------------------------------------------------------------------
Number    Proposal                                                             Type             Cast         Mgmt.                  
1A        MISCELLANEOUS CORPORATE GOVERNANCE - GLOBAL                          Management       For          For                    
1B        DIVIDEND                                                             Management       For          For                    
1C        MISCELLANEOUS CORPORATE GOVERNANCE - GLOBAL                          Management       For          For                    
1E        ELECTION OF DIRECTORS                                                Management       For          For                    
                                                    PAUL J. COLLINS            Management       For          For                    
                                                    GEORG EHRNROOTH            Management       For          For                    
                                                    BENGT HOLMSTROM            Management       For          For                    
                                                    PER KARLSSON               Management       For          For                    
                                                    JORMA OLLILA               Management       For          For                    
                                                    MARJORIE SCARDINO          Management       For          For                    
                                                    VESA VAINIO                Management       For          For                    
                                                    ARNE WESSBERG              Management       For          For                    
1G        RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                           Management       For          For                    
2         AUTHORIZE DIRECTORS TO DECREASE SHARE CAPITAL                        Management       For          For                    
3         AUTHORIZE DIRECTORS TO INCREASE SHARE CAPITAL                        Management       For          For                    
4         AUTHORIZE REISSUANCE OF REPURCHASED SHARES                           Management       For          For                    
5         MISCELLANEOUS SHAREHOLDER EQUITY - GLOBAL                            Management       For          For                    
6         AUTHORIZE DIRECTORS TO INCREASE SHARE CAPITAL                        Management       For          For                    
7         CHANGE STOCK EXCHANGE LISTING                                        Management       For          For                    

                                                    Custodian                  Stock            Ballot       Voted        Vote      
          Account Name                              Account                    Class            Shares       Shares       Date      
          --------------------------------------------------------------------------------------------------------------------------
          WST (8612-9033)                           11021-03-L                 204              11,000       11,000       11-03-2004

------------------------------------------------------------------------------------------------------------------------------------
TYCO INTERNATIONAL LTD.                                                        TYC                           Annual Meeting         
                                                                                                             Date: 25-03-2004       
Issuer: 902124                                      ISIN:                                                                           
SEDOL:                                                                                                                              
------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL                                                                                                                  

Proposal                                                                       Proposal         Vote         For or Against         
Number    Proposal                                                             Type             Cast         Mgmt.                  
------------------------------------------------------------------------------------------------------------------------------------
01        ELECTION OF DIRECTORS                                                Management       For          For                    
                                                    DENNIS C. BLAIR            Management       For          For                    
                                                    EDWARD D. BREEN            Management       For          For                    
                                                    GEORGE W. BUCKLEY          Management       For          For                    
                                                    BRIAN DUPERREAULT          Management       For          For                    
                                                    BRUCE S. GORDON            Management       For          For                    
                                                    JOHN A. KROL               Management       For          For                    
                                                    MACKEY J. MCDONALD         Management       For          For                    
                                                    H. CARL MCCALL             Management       For          For                    
                                                    BRENDAN R. O'NEILL         Management       For          For                    
                                                    SANDRA S. WIJNBERG         Management       For          For                    
                                                    JEROME B. YORK             Management       For          For                    
02        RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                           Management       For          For                    
03        AMEND ARTICLES/BYLAW/CHARTER-ORGANIZATION RELATED                    Management       For          For                    
04        ADOPT OMNIBUS STOCK OPTION PLAN                                      Management       For          For                    
05        S/H PROPOSAL - REQUIRE ENVIRONMENTAL REPORTING                       Shareholder      For          Against                
06        S/H PROPOSAL - REINCORPORATE IN OTHER STATE                          Shareholder      Against      For                    
07        S/H - TOBACCO/YOUTH                                                  Shareholder      Against      For                    

                                                    Custodian                  Stock            Ballot       Voted        Vote      
          Account Name                              Account                    Class            Shares       Shares       Date      
          --------------------------------------------------------------------------------------------------------------------------
          WST (8612-9033)                           11021-03-L                 106              7,600        7,600        24-03-2004

------------------------------------------------------------------------------------------------------------------------------------
THE NEW YORK TIMES COMPANY                                                     NYT                           Annual Meeting         
                                                                                                             Date: 13-04-2004       
Issuer: 650111                                      ISIN:                                                                           
SEDOL:                                                                                                                              
------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL                                                                                                                  

Proposal                                                                       Proposal         Vote         For or Against         
Number    Proposal                                                             Type             Cast         Mgmt.                  
------------------------------------------------------------------------------------------------------------------------------------
01        ELECTION OF DIRECTORS                                                Management       For          For                    
                                                    RAUL E. CESAN              Management       For          For                    
                                                    WILLIAM E. KENNARD         Management       For          For                    
                                                    THOMAS MIDDELHOFF          Management       For          For                    
                                                    HENRY B. SCHACHT           Management       For          For                    
                                                    DONALD M. STEWART          Management       For          For                    
02        ADOPT NON-EMPLOYEE DIRECTOR PLAN                                     Management       For          For                    
03        RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                           Management       For          For                    

                                                    Custodian                  Stock            Ballot       Voted        Vote      
          Account Name                              Account                    Class            Shares       Shares       Date      
          --------------------------------------------------------------------------------------------------------------------------
          WST (8612-9033)                           11021-03-L                 107              4,000        4,000        23-03-2004

------------------------------------------------------------------------------------------------------------------------------------
CATERPILLAR INC.                                                               CAT                           Annual Meeting         
                                                                                                             Date: 14-04-2004       
Issuer: 149123                                      ISIN:                                                                           
SEDOL:                                                                                                                              
------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL                                                                                                                  

Proposal                                                                       Proposal         Vote         For or Against         
Number    Proposal                                                             Type             Cast         Mgmt.                  
------------------------------------------------------------------------------------------------------------------------------------
01        ELECTION OF DIRECTORS                                                Management       For          For                    
                                                    JOHN T. DILLON             Management       For          For                    
                                                    JUAN GALLARDO              Management       For          For                    
                                                    WILLIAM A. OSBORN          Management       For          For                    
                                                    GORDON R. PARKER           Management       For          For                    
                                                    EDWARD B. RUST, JR.        Management       For          For                    
02        AMEND STOCK OPTION PLAN                                              Management       For          For                    
03        RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                           Management       For          For                    
04        S/H PROPOSAL - RESCIND OR ALLOW SHAREHOLDER TO                       Shareholder      Against      For                    
          RATIFY POISON PILL                                                                                                        
05        S/H PROPOSAL - SPIN-OFF/SELL COMPANY ASSETS                          Shareholder      Against      For                    
06        S/H PROPOSAL - HEALTH ISSUES                                         Shareholder      Against      For                    

                                                    Custodian                  Stock            Ballot       Voted        Vote      
          Account Name                              Account                    Class            Shares       Shares       Date      
          --------------------------------------------------------------------------------------------------------------------------
          WST (8612-9033)                           11021-03-L                 101              2,500        2,500        23-03-2004

------------------------------------------------------------------------------------------------------------------------------------
SCHLUMBERGER LIMITED (SCHLUMBERGER N                                           SLB                           Annual Meeting         
                                                                                                             Date: 14-04-2004       
Issuer: 806857                                      ISIN:                                                                           
SEDOL:                                                                                                                              
------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED                                                                                                              

Proposal                                                                       Proposal         Vote         For or Against         
Number    Proposal                                                             Type             Cast         Mgmt.                  
------------------------------------------------------------------------------------------------------------------------------------
01        ELECTION OF DIRECTORS                                                Management       For          For                    
                                                    J. DEUTCH                  Management       For          For                    
                                                    J.S. GORELICK              Management       For          For                    
                                                    A. GOULD                   Management       For          For                    
                                                    T. ISAAC                   Management       For          For                    
                                                    A. LAJOUS                  Management       For          For                    
                                                    A. LEVY-LANG               Management       For          For                    
                                                    D. PRIMAT                  Management       For          For                    
                                                    T. SANDVOLD                Management       For          For                    
                                                    N. SEYDOUX                 Management       For          For                    
                                                    L.G. STUNTZ                Management       For          For                    
02        MISCELLANEOUS CORPORATE GOVERNANCE - GLOBAL                          Management       For          For                    
03        ADOPT OMNIBUS STOCK OPTION PLAN                                      Management       For          For                    
04        RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                           Management       For          For                    

                                                    Custodian                  Stock            Ballot       Voted        Vote      
          Account Name                              Account                    Class            Shares       Shares       Date      
          --------------------------------------------------------------------------------------------------------------------------
          WST (8612-9033)                           11021-03-L                 108              3,500        3,500        06-04-2004

------------------------------------------------------------------------------------------------------------------------------------
TEXAS INSTRUMENTS INCORPORATED                                                 TXN                           Annual Meeting         
                                                                                                             Date: 15-04-2004       
Issuer: 882508                                      ISIN:                                                                           
SEDOL:                                                                                                                              
------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL                                                                                                                  

Proposal                                                                       Proposal         Vote         For or Against         
Number    Proposal                                                             Type             Cast         Mgmt.                  
------------------------------------------------------------------------------------------------------------------------------------
01        ELECTION OF DIRECTORS                                                Management       For          For                    
                                                    J.R. ADAMS                 Management       For          For                    
                                                    D.L. BOREN                 Management       For          For                    
                                                    D.A. CARP                  Management       For          For                    
                                                    T.J. ENGIBOUS              Management       For          For                    
                                                    G.W. FRONTERHOUSE          Management       For          For                    
                                                    D.R. GOODE                 Management       For          For                    
                                                    W.R. SANDERS               Management       For          For                    
                                                    R.J. SIMMONS               Management       For          For                    
                                                    R.K. TEMPLETON             Management       For          For                    
                                                    C.T. WHITMAN               Management       For          For                    
02        RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                           Management       For          For                    
03        S/H - EXPENSING OF STOCK OPTIONS                                     Shareholder      Against      For                    

                                                    Custodian                  Stock            Ballot       Voted        Vote      
          Account Name                              Account                    Class            Shares       Shares       Date      
          --------------------------------------------------------------------------------------------------------------------------
          WST (8612-9033)                           11021-03-L                 104              6,500        6,500        24-03-2004

------------------------------------------------------------------------------------------------------------------------------------
CITIGROUP INC.                                                                 C                             Annual Meeting         
                                                                                                             Date: 20-04-2004       
Issuer: 172967                                      ISIN:                                                                           
SEDOL:                                                                                                                              
------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED                                                                                                              

Proposal                                                                       Proposal         Vote         For or Against         
Number    Proposal                                                             Type             Cast         Mgmt.                  
------------------------------------------------------------------------------------------------------------------------------------
01        ELECTION OF DIRECTORS                                                Management       For          For                    
                                                    C. MICHAEL ARMSTRONG       Management       For          For                    
                                                    ALAIN J.P. BELDA           Management       For          For                    
                                                    GEORGE DAVID               Management       For          For                    
                                                    KENNETH T. DERR            Management       For          For                    
                                                    JOHN M. DEUTCH             Management       For          For                    
                                                    R. HERNANDEZ RAMIREZ       Management       For          For                    
                                                    ANN DIBBLE JORDAN          Management       For          For                    
                                                    DUDLEY C. MECUM            Management       For          For                    
                                                    RICHARD D. PARSONS         Management       For          For                    
                                                    ANDRALL E. PEARSON         Management       For          For                    
                                                    CHARLES PRINCE             Management       For          For                    
                                                    ROBERT E. RUBIN            Management       For          For                    
                                                    FRANKLIN A. THOMAS         Management       For          For                    
                                                    SANFORD I. WEILL           Management       For          For                    
                                                    ROBERT B. WILLUMSTAD       Management       For          For                    
02        RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                           Management       For          For                    
03        S/H PROPOSAL - LIMIT COMPENSATION                                    Shareholder      Against      For                    
04        S/H PROPOSAL - POLITICAL/GOVERNMENT                                  Shareholder      Against      For                    
05        S/H PROPOSAL - DECLASSIFY BOARD                                      Shareholder      Against      For                    
06        S/H PROPOSAL - BOARD OF DIRECTORS                                    Shareholder      Against      For                    

                                                    Custodian                  Stock            Ballot       Voted        Vote      
          Account Name                              Account                    Class            Shares       Shares       Date      
          --------------------------------------------------------------------------------------------------------------------------
          WST (8612-9033)                           11021-03-L                 101              4,500        4,500        05-04-2004

------------------------------------------------------------------------------------------------------------------------------------
STATE STREET CORPORATION                                                       STT                           Annual Meeting         
                                                                                                             Date: 21-04-2004       
Issuer: 857477                                      ISIN:                                                                           
SEDOL:                                                                                                                              
------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED                                                                                                              

Proposal                                                                       Proposal         Vote         For or Against         
Number    Proposal                                                             Type             Cast         Mgmt.                  
------------------------------------------------------------------------------------------------------------------------------------
01        ELECTION OF DIRECTORS                                                Management       For          For                    
                                                    K. BURNES                  Management       For          For                    
                                                    D. GRUBER                  Management       For          For                    
                                                    L. HILL                    Management       For          For                    
                                                    C. LAMANTIA                Management       For          For                    
                                                    R. WEISSMAN                Management       For          For                    
02        MISCELLANEOUS SHAREHOLDER PROPOSAL                                   Shareholder      Against      For                    

                                                    Custodian                  Stock            Ballot       Voted        Vote      
          Account Name                              Account                    Class            Shares       Shares       Date      
          --------------------------------------------------------------------------------------------------------------------------
          WST (8612-9033)                           11021-03-L                 103              3,250        3,250        06-04-2004

------------------------------------------------------------------------------------------------------------------------------------
JOHNSON & JOHNSON                                                              JNJ                           Annual Meeting         
                                                                                                             Date: 22-04-2004       
Issuer: 478160                                      ISIN:                                                                           
SEDOL:                                                                                                                              
------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED                                                                                                              

Proposal                                                                       Proposal         Vote         For or Against         
Number    Proposal                                                             Type             Cast         Mgmt.                  
------------------------------------------------------------------------------------------------------------------------------------
01        ELECTION OF DIRECTORS                                                Management       For          For                    
                                                    GERARD N. BURROW           Management       For          For                    
                                                    MARY S. COLEMAN            Management       For          For                    
                                                    JAMES G. CULLEN            Management       For          For                    
                                                    ROBERT J. DARRETTA         Management       For          For                    
                                                    M. JUDAH FOLKMAN           Management       For          For                    
                                                    ANN D. JORDAN              Management       For          For                    
                                                    ARNOLD G. LANGBO           Management       For          For                    
                                                    SUSAN L. LINDQUIST         Management       For          For                    
                                                    LEO F. MULLIN              Management       For          For                    
                                                    STEVEN S REINEMUND         Management       For          For                    
                                                    DAVID SATCHER              Management       For          For                    
                                                    HENRY B. SCHACHT           Management       For          For                    
                                                    WILLIAM C. WELDON          Management       For          For                    
02        RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                           Management       For          For                    
03        S/H - REPORT ON CHARITABLE CONRIBUTIONS                              Shareholder      Against      For                    

                                                    Custodian                  Stock            Ballot       Voted        Vote      
          Account Name                              Account                    Class            Shares       Shares       Date      
          --------------------------------------------------------------------------------------------------------------------------
          WST (8612-9033)                           11021-03-L                 104              3,800        3,800        06-04-2004

------------------------------------------------------------------------------------------------------------------------------------
LOCKHEED MARTIN CORPORATION                                                    LMT                           Annual Meeting         
                                                                                                             Date: 22-04-2004       
Issuer: 539830                                      ISIN:                                                                           
SEDOL:                                                                                                                              
------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED                                                                                                              

Proposal                                                                       Proposal         Vote         For or Against         
Number    Proposal                                                             Type             Cast         Mgmt.                  
------------------------------------------------------------------------------------------------------------------------------------
01        ELECTION OF DIRECTORS                                                Management       For          For                    
                                                    E.C."PETE"ALDRIDGE, JR.    Management       For          For                    
                                                    NOLAN D. ARCHIBALD         Management       For          For                    
                                                    NORMAN R. AUGUSTINE        Management       For          For                    
                                                    MARCUS C. BENNETT          Management       For          For                    
                                                    VANCE D. COFFMAN           Management       For          For                    
                                                    GWENDOLYN S. KING          Management       For          For                    
                                                    DOUGLAS H. MCCORKINDALE    Management       For          For                    
                                                    EUGENE F. MURPHY           Management       For          For                    
                                                    JOSEPH W. RALSTON          Management       For          For                    
                                                    FRANK SAVAGE               Management       For          For                    
                                                    ANNE STEVENS               Management       For          For                    
                                                    ROBERT J. STEVENS          Management       For          For                    
                                                    JAMES R. UKROPINA          Management       For          For                    
                                                    DOUGLAS C. YEARLEY         Management       For          For                    
02        RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                           Management       For          For                    
03        S/H PROPOSAL - POLITICAL/GOVERNMENT                                  Shareholder      Against      For                    
04        S/H PROPOSAL - RESCIND OR ALLOW SHAREHOLDER TO                       Shareholder      Against      For                    
          RATIFY POISON PILL                                                                                                        
05        S/H - AUDITOR ON NOT GIVING CONSULTING ADVISE                        Shareholder      Against      For                    
06        S/H PROPOSAL - POLITICAL/GOVERNMENT                                  Shareholder      Against      For                    

                                                    Custodian                  Stock            Ballot       Voted        Vote      
          Account Name                              Account                    Class            Shares       Shares       Date      
          --------------------------------------------------------------------------------------------------------------------------
          WST (8612-9033)                           11021-03-L                 109              3,500        3,500        06-04-2004

------------------------------------------------------------------------------------------------------------------------------------
PFIZER INC.                                                                    PFE                           Annual Meeting         
                                                                                                             Date: 22-04-2004       
Issuer: 717081                                      ISIN:                                                                           
SEDOL:                                                                                                                              
------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED                                                                                                              

Proposal                                                                       Proposal         Vote         For or Against         
Number    Proposal                                                             Type             Cast         Mgmt.                  
01        ELECTION OF DIRECTORS                                                Management       For          For                    
                                                    MICHAEL S. BROWN           Management       For          For                    
                                                    M. ANTHONY BURNS           Management       For          For                    
                                                    ROBERT N. BURT             Management       For          For                    
                                                    W. DON CORNWELL            Management       For          For                    
                                                    WILLIAM H. GRAY III        Management       For          For                    
                                                    CONSTANCE J. HORNER        Management       For          For                    
                                                    WILLIAM R. HOWELL          Management       For          For                    
                                                    STANLEY O. IKENBERRY       Management       For          For                    
                                                    GEORGE A. LORCH            Management       For          For                    
                                                    HENRY A. MCKINNELL         Management       For          For                    
                                                    DANA G. MEAD               Management       For          For                    
                                                    FRANKLIN D. RAINES         Management       For          For                    
                                                    RUTH J. SIMMONS            Management       For          For                    
                                                    WILLIAM C. STEERE, JR.     Management       For          For                    
                                                    JEAN-PAUL VALLES           Management       For          For                    
02        RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                           Management       For          For                    
03        ADOPT STOCK OPTION PLAN                                              Management       For          For                    
04        S/H PROPOSAL - HEALTH ISSUES                                         Shareholder      Against      For                    
05        S/H PROPOSAL - POLITICAL/GOVERNMENT                                  Shareholder      Against      For                    
06        S/H PROPOSAL - POLITICAL/GOVERNMENT                                  Shareholder      Against      For                    
07        S/H PROPOSAL - BOARD OF DIRECTORS                                    Shareholder      Against      For                    
08        MISCELLANEOUS SHAREHOLDER PROPOSAL                                   Shareholder      Against      For                    
09        S/H - EXPENSING OF STOCK OPTIONS                                     Shareholder      Against      For                    
10        S/H PROPOSAL - HEALTH ISSUES                                         Shareholder      Against      For                    

                                                    Custodian                  Stock            Ballot       Voted        Vote      
          Account Name                              Account                    Class            Shares       Shares       Date      
          --------------------------------------------------------------------------------------------------------------------------
          WST (8612-9033)                           11021-03-L                 103              6,000        6,000        06-04-2004

------------------------------------------------------------------------------------------------------------------------------------
AMERICAN EXPRESS COMPANY                                                       AXP                           Annual Meeting         
                                                                                                             Date: 26-04-2004       
Issuer: 025816                                      ISIN:                                                                           
SEDOL:                                                                                                                              
------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED                                                                                                              

Proposal                                                                       Proposal         Vote         For or Against         
Number    Proposal                                                             Type             Cast         Mgmt.                  
------------------------------------------------------------------------------------------------------------------------------------
01        ELECTION OF DIRECTORS                                                Management       For          For                    
                                                    D.F. AKERSON               Management       For          For                    
                                                    C. BARSHEFSKY              Management       For          For                    
                                                    W.G. BOWEN                 Management       For          For                    
                                                    U.M. BURNS                 Management       For          For                    
                                                    K.I. CHENAULT              Management       For          For                    
                                                    P.R. DOLAN                 Management       For          For                    
                                                    V.E. JORDAN, JR.           Management       For          For                    
                                                    J. LESCHLY                 Management       For          For                    
                                                    R.A. MCGINN                Management       For          For                    
                                                    E.D. MILLER                Management       For          For                    
                                                    F.P. POPOFF                Management       For          For                    
                                                    R.D. WALTER                Management       For          For                    
02        RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                           Management       For          For                    
03        S/H PROPOSAL - BOARD OF DIRECTORS                                    Shareholder      Against      For                    
04        S/H PROPOSAL - POLITICAL/GOVERNMENT                                  Shareholder      Against      For                    

                                                    Custodian                  Stock            Ballot       Voted        Vote      
          Account Name                              Account                    Class            Shares       Shares       Date      
          --------------------------------------------------------------------------------------------------------------------------
          WST (8612-9033)                           11021-03-L                 109              4,500        4,500        06-04-2004

------------------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH COMPANIES, INC.                                                 BUD                           Annual Meeting         
                                                                                                             Date: 28-04-2004       
Issuer: 035229                                      ISIN:                                                                           
SEDOL:                                                                                                                              
------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED                                                                                                              

Proposal                                                                       Proposal         Vote         For or Against         
Number    Proposal                                                             Type             Cast         Mgmt.                  
------------------------------------------------------------------------------------------------------------------------------------
01        ELECTION OF DIRECTORS                                                Management       For          For                    
                                                    AUGUST A. BUSCH III        Management       For          For                    
                                                    CARLOS FERNANDEZ G.        Management       For          For                    
                                                    JAMES R. JONES             Management       For          For                    
                                                    ANDREW C. TAYLOR           Management       For          For                    
                                                    DOUGLAS A. WARNER III      Management       For          For                    
02        RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                           Management       For          For                    

                                                    Custodian                  Stock            Ballot       Voted        Vote      
          Account Name                              Account                    Class            Shares       Shares       Date      
          --------------------------------------------------------------------------------------------------------------------------
          WST (8612-9033)                           11021-03-L                 103              4,000        4,000        05-04-2004

------------------------------------------------------------------------------------------------------------------------------------
GENERAL ELECTRIC COMPANY                                                       GE                            Annual Meeting         
                                                                                                             Date: 28-04-2004       
Issuer: 369604                                      ISIN:                                                                           
SEDOL:                                                                                                                              
------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL                                                                                                                  

Proposal                                                                       Proposal         Vote         For or Against         
Number    Proposal                                                             Type             Cast         Mgmt.                  
------------------------------------------------------------------------------------------------------------------------------------
0A        ELECTION OF DIRECTORS                                                Management       For          For                    
                                                    JAMES I. CASH, JR.         Management       For          For                    
                                                    DENNIS D. DAMMERMAN        Management       For          For                    
                                                    ANN M. FUDGE               Management       For          For                    
                                                    CLAUDIO X. GONZALEZ        Management       For          For                    
                                                    JEFFREY R. IMMELT          Management       For          For                    
                                                    ANDREA JUNG                Management       For          For                    
                                                    ALAN G. LAFLEY             Management       For          For                    
                                                    KENNETH G. LANGONE         Management       For          For                    
                                                    RALPH S. LARSEN            Management       For          For                    
                                                    ROCHELLE B. LAZARUS        Management       For          For                    
                                                    SAM NUNN                   Management       For          For                    
                                                    ROGER S. PENSKE            Management       For          For                    
                                                    ROBERT J. SWIERINGA        Management       For          For                    
                                                    DOUGLAS A. WARNER III      Management       For          For                    
                                                    ROBERT C. WRIGHT           Management       For          For                    
0B        RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                           Management       For          For                    
0C        ADOPT/AMEND EXECUTIVE INCENTIVE BONUS PLAN                           Management       For          For                    
01        S/H PROPOSAL - ADOPT CUMULATIVE VOTING                               Shareholder      Against      For                    
02        S/H PROPOSAL - ANIMAL RIGHTS                                         Shareholder      Against      For                    
03        S/H - RESEARCH RENEWABLE ENERGY                                      Shareholder      Against      For                    
04        S/H PROPOSAL - HEALTH ISSUES                                         Shareholder      Against      For                    
05        MISCELLANEOUS SHAREHOLDER PROPOSAL                                   Shareholder      Against      For                    
06        MISCELLANEOUS SHAREHOLDER PROPOSAL                                   Shareholder      Against      For                    
07        S/H - CREATE A NON-DISCRIMATORY SEXUAL ORIENTATION                   Shareholder      Against      For                    
          POLICY                                                                                                                    
08        S/H PROPOSAL - RESCIND OR ALLOW SHAREHOLDER TO                       Shareholder      Against      For                    
          RATIFY POISON PILL                                                                                                        
09        S/H PROPOSAL - LIMIT COMPENSATION                                    Shareholder      Against      For                    
10        MISCELLANEOUS SHAREHOLDER PROPOSAL                                   Shareholder      Against      For                    
11        MISCELLANEOUS SHAREHOLDER PROPOSAL                                   Shareholder      Against      For                    
12        S/H PROPOSAL - ENHANCE STOCK VALUE VIA MERGER/SALE                   Shareholder      Against      For                    
13        S/H - INDEXING OF STOCK OPTIONS                                      Shareholder      Against      For                    
14        S/H PROPOSAL - REQUIRE MAJORITY OF DIRECTORS                         Shareholder      Against      For                    
          TO BE INDEPENDENT                                                                                                         
15        S/H PROPOSAL - POLITICAL/GOVERNMENT                                  Shareholder      Against      For                    

                                                    Custodian                  Stock            Ballot       Voted        Vote      
          Account Name                              Account                    Class            Shares       Shares       Date      
          --------------------------------------------------------------------------------------------------------------------------
          WST (8612-9033)                           11021-03-L                 103              7,250        7,250        05-04-2004

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                             Contested Consent      
                                                                               AFL                           Meeting Date:          
AFLAC INCORPORATED                                                                                           03-05-2004             
Issuer: 001055                                      ISIN:                                                                           
SEDOL:                                                                                                                              
------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL                                                                                                                  

Proposal                                                                       Proposal         Vote         For or Against         
Number    Proposal                                                             Type             Cast         Mgmt.                  
------------------------------------------------------------------------------------------------------------------------------------
01        ELECTION OF DIRECTORS                                                Management       For          For                    
                                                    DANIEL P. AMOS             Management       For          For                    
                                                    JOHN SHELBY AMOS II        Management       For          For                    
                                                    MICHAEL H. ARMACOST        Management       For          For                    
                                                    KRISS CLONINGER, III       Management       For          For                    
                                                    JOE FRANK HARRIS           Management       For          For                    
                                                    ELIZABETH J. HUDSON        Management       For          For                    
                                                    KENNETH S. JANKE, SR.      Management       For          For                    
                                                    DOUGLAS W. JOHNSON         Management       For          For                    
                                                    ROBERT B. JOHNSON          Management       For          For                    
                                                    CHARLES B. KNAPP           Management       For          For                    
                                                    HIDEFUMI MATSUI            Management       For          For                    
                                                    NOBUHIRO MORI              Management       For          For                    
                                                    E. STEPHEN PURDOM, M.D.    Management       For          For                    
                                                    BARBARA K. RIMER           Management       For          For                    
                                                    MARVIN R. SCHUSTER         Management       For          For                    
                                                    GLENN VAUGHN, JR.          Management       For          For                    
                                                    ROBERT L. WRIGHT           Management       For          For                    
02        ADOPT OMNIBUS STOCK OPTION PLAN                                      Management       For          For                    
03        RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                           Management       For          For                    

                                                    Custodian                  Stock            Ballot       Voted        Vote      
          Account Name                              Account                    Class            Shares       Shares       Date      
          --------------------------------------------------------------------------------------------------------------------------
          WST (8612-9033)                           11021-03-L                 102              6,000        6,000        02-05-2004

------------------------------------------------------------------------------------------------------------------------------------
PEPSICO, INC.                                                                  PEP                           Annual Meeting         
                                                                                                             Date: 05-05-2004       
Issuer: 713448                                      ISIN:                                                                           
SEDOL:                                                                                                                              
------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL                                                                                                                  

Proposal                                                                       Proposal         Vote         For or Against         
Number    Proposal                                                             Type             Cast         Mgmt.                  
------------------------------------------------------------------------------------------------------------------------------------
01        ELECTION OF DIRECTORS                                                Management       For          For                    
                                                    J.F. AKERS                 Management       For          For                    
                                                    R.E. ALLEN                 Management       For          For                    
                                                    R.L. HUNT                  Management       For          For                    
                                                    A.C. MARTINEZ              Management       For          For                    
                                                    I.K. NOOYI                 Management       For          For                    
                                                    F.D. RAINES                Management       For          For                    
                                                    S.S. REINEMUND             Management       For          For                    
                                                    S.P. ROCKEFELLER           Management       For          For                    
                                                    J.J. SCHIRO                Management       For          For                    
                                                    F.A. THOMAS                Management       For          For                    
                                                    C.M. TRUDELL               Management       For          For                    
                                                    S.D. TRUJILLO              Management       For          For                    
                                                    D. VASELLA                 Management       For          For                    
02        RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                           Management       For          For                    
03        ADOPT INCENTIVE STOCK OPTION PLAN                                    Management       For          For                    
04        S/H PROPOSAL - POLITICAL/GOVERNMENT                                  Shareholder      Against      For                    
05        S/H PROPOSAL - HEALTH ISSUES                                         Shareholder      Against      For                    

                                                    Custodian                  Stock            Ballot       Voted        Vote      
          Account Name                              Account                    Class            Shares       Shares       Date      
          --------------------------------------------------------------------------------------------------------------------------
          WST (8612-9033)                           11021-03-L                 108              4,500        4,500        04-05-2004

------------------------------------------------------------------------------------------------------------------------------------
BOSTON SCIENTIFIC CORPORATION                                                  BSX                           Annual Meeting         
                                                                                                             Date: 11-05-2004       
Issuer: 101137                                      ISIN:                                                                           
SEDOL:                                                                                                                              
------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED                                                                                                              

Proposal                                                                       Proposal         Vote         For or Against         
Number    Proposal                                                             Type             Cast         Mgmt.                  
------------------------------------------------------------------------------------------------------------------------------------
01        ELECTION OF DIRECTORS                                                Management       For          For                    
                                                    URSULA M. BURNS            Management       For          For                    
                                                    MARYE ANNE FOX             Management       For          For                    
                                                    N.J. NICHOLAS, JR.         Management       For          For                    
                                                    JOHN E. PEPPER             Management       For          For                    
02        RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                           Management       For          For                    

                                                    Custodian                  Stock            Ballot       Voted        Vote      
          Account Name                              Account                    Class            Shares       Shares       Date      
          --------------------------------------------------------------------------------------------------------------------------
          WST (8612-9033)                           11021-03-L                 107              5,000        5,000        10-05-2004

------------------------------------------------------------------------------------------------------------------------------------
WASTE MANAGEMENT, INC.                                                         WMI                           Annual Meeting         
                                                                                                             Date: 14-05-2004       
Issuer: 94106L                                      ISIN:                                                                           
SEDOL:                                                                                                                              
------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED                                                                                                              

Proposal                                                                       Proposal         Vote         For or Against         
Number    Proposal                                                             Type             Cast         Mgmt.                  
------------------------------------------------------------------------------------------------------------------------------------
01        ELECTION OF DIRECTORS                                                Management       For          For                    
                                                    PASTORA CAFFERTY           Management       For          For                    
                                                    FRANK M. CLARK, JR.        Management       For          For                    
                                                    ROBERT S. MILLER           Management       For          For                    
                                                    A. MAURICE MYERS           Management       For          For                    
                                                    JOHN C. POPE               Management       For          For                    
                                                    W. ROBERT REUM             Management       For          For                    
                                                    STEVEN G. ROTHMEIER        Management       For          For                    
                                                    DAVID P. STEINER           Management       For          For                    
                                                    CARL W. VOGT               Management       For          For                    
02        RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                           Management       For          For                    
03        ADOPT INCENTIVE STOCK OPTION PLAN                                    Management       For          For                    
04        ADOPT INCENTIVE STOCK OPTION PLAN                                    Management       For          For                    

                                                    Custodian                  Stock            Ballot       Voted        Vote      
          Account Name                              Account                    Class            Shares       Shares       Date      
          --------------------------------------------------------------------------------------------------------------------------
          WST (8612-9033)                           11021-03-L                 109              7,000        7,000        13-05-2004

------------------------------------------------------------------------------------------------------------------------------------
AMERICAN INTERNATIONAL GROUP, INC.                                             AIG                           Annual Meeting         
                                                                                                             Date: 19-05-2004       
Issuer: 026874                                      ISIN:                                                                           
SEDOL:                                                                                                                              
------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED                                                                                                              

Proposal                                                                       Proposal         Vote         For or Against         
Number    Proposal                                                             Type             Cast         Mgmt.                  
------------------------------------------------------------------------------------------------------------------------------------
01        ELECTION OF DIRECTORS                                                Management       For          For                    
                                                    M. AIDINOFF                Management       For          For                    
                                                    P. CHIA                    Management       For          For                    
                                                    M. COHEN                   Management       For          For                    
                                                    W. COHEN                   Management       For          For                    
                                                    M. FELDSTEIN               Management       For          For                    
                                                    E. FUTTER                  Management       For          For                    
                                                    M. GREENBERG               Management       For          For                    
                                                    C. HILLS                   Management       For          For                    
                                                    F. HOENEMEYER              Management       For          For                    
                                                    R. HOLBROOKE               Management       For          For                    
                                                    D. KANAK                   Management       For          For                    
                                                    H. SMITH                   Management       For          For                    
                                                    M. SULLIVAN                Management       For          For                    
                                                    E. TSE                     Management       For          For                    
                                                    F. ZARB                    Management       For          For                    
02        ADOPT OMNIBUS STOCK OPTION PLAN                                      Management       For          For                    
03        ADOPT DIRECTOR STOCK OPTION PLAN                                     Management       For          For                    
04        RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                           Management       For          For                    
05        MISCELLANEOUS SHAREHOLDER PROPOSAL                                   Shareholder      Against      For                    
06        MISCELLANEOUS SHAREHOLDER PROPOSAL                                   Shareholder      Against      For                    
07        MISCELLANEOUS SHAREHOLDER PROPOSAL                                   Shareholder      Against      For                    

                                                    Custodian                  Stock            Ballot       Voted        Vote      
          Account Name                              Account                    Class            Shares       Shares       Date      
          --------------------------------------------------------------------------------------------------------------------------
          WST (8612-9033)                           11021-03-L                 107              3,000        3,000        13-05-2004

------------------------------------------------------------------------------------------------------------------------------------
INTEL CORPORATION                                                              INTC                          Annual Meeting         
                                                                                                             Date: 19-05-2004       
Issuer: 458140                                      ISIN:                                                                           
SEDOL:                                                                                                                              
------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL                                                                                                                  

Proposal                                                                       Proposal         Vote         For or Against         
Number    Proposal                                                             Type             Cast         Mgmt.                  
------------------------------------------------------------------------------------------------------------------------------------
01        ELECTION OF DIRECTORS                                                Management       For          For                    
                                                    CRAIG R. BARRETT           Management       For          For                    
                                                    CHARLENE BARSHEFSKY        Management       For          For                    
                                                    E. JOHN P. BROWNE          Management       For          For                    
                                                    ANDREW S. GROVE            Management       For          For                    
                                                    D. JAMES GUZY              Management       For          For                    
                                                    REED E. HUNDT              Management       For          For                    
                                                    PAUL S. OTELLINI           Management       For          For                    
                                                    DAVID S. POTTRUCK          Management       For          For                    
                                                    JANE E. SHAW               Management       For          For                    
                                                    JOHN L. THORNTON           Management       For          For                    
                                                    DAVID B. YOFFIE            Management       For          For                    
02        RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                           Management       For          For                    
03        ADOPT INCENTIVE STOCK OPTION PLAN                                    Management       For          For                    
04        S/H - EXPENSING OF STOCK OPTIONS                                     Shareholder      Against      For                    
05        S/H PROPOSAL - CORPORATE GOVERNANCE                                  Shareholder      Against      For                    
06        S/H PROPOSAL - CORPORATE GOVERNANCE                                  Shareholder      Against      For                    

                                                    Custodian                  Stock            Ballot       Voted        Vote      
          Account Name                              Account                    Class            Shares       Shares       Date      
          --------------------------------------------------------------------------------------------------------------------------
          WST (8612-9033)                           11021-03-L                 100              7,000        7,000        13-05-2004

------------------------------------------------------------------------------------------------------------------------------------
TARGET CORPORATION                                                             TGT                           Annual Meeting         
                                                                                                             Date: 19-05-2004       
Issuer: 87612E                                      ISIN:                                                                           
SEDOL:                                                                                                                              
------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED                                                                                                              

Proposal                                                                       Proposal         Vote         For or Against         
Number    Proposal                                                             Type             Cast         Mgmt.                  
------------------------------------------------------------------------------------------------------------------------------------
01        ELECTION OF DIRECTORS                                                Management       For          For                    
                                                    CALVIN DARDEN              Management       For          For                    
                                                    MICHELE J. HOOPER          Management       For          For                    
                                                    ANNE M. MULCAHY            Management       For          For                    
                                                    STEPHEN W. SANGER          Management       For          For                    
                                                    WARREN R. STALEY           Management       For          For                    
02        RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                           Management       For          For                    
03        ADOPT OMNIBUS STOCK OPTION PLAN                                      Management       For          For                    

                                                    Custodian                  Stock            Ballot       Voted        Vote      
          Account Name                              Account                    Class            Shares       Shares       Date      
          --------------------------------------------------------------------------------------------------------------------------
          WST (8612-9033)                           11021-03-L                 106              5,400        5,400        14-05-2004

------------------------------------------------------------------------------------------------------------------------------------
MARSH & MCLENNAN COMPANIES, INC.                                               MMC                           Annual Meeting         
                                                                                                             Date: 20-05-2004       
Issuer: 571748                                      ISIN:                                                                           
SEDOL:                                                                                                                              
------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED                                                                                                              

Proposal                                                                       Proposal         Vote         For or Against         
Number    Proposal                                                             Type             Cast         Mgmt.                  
------------------------------------------------------------------------------------------------------------------------------------
01        ELECTION OF DIRECTORS                                                Management       For          For                    
                                                    LEWIS W. BERNARD           Management       For          For                    
                                                    MATHIS CABIALLAVETTA       Management       For          For                    
                                                    ZACHARY W. CARTER          Management       For          For                    
                                                    ROBERT F. ERBURU           Management       For          For                    
                                                    OSCAR FANJUL               Management       For          For                    
                                                    RAY J. GROVES              Management       For          For                    
02        RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                           Management       For          For                    

                                                    Custodian                  Stock            Ballot       Voted        Vote      
          Account Name                              Account                    Class            Shares       Shares       Date      
          --------------------------------------------------------------------------------------------------------------------------
          WST (8612-9033)                           11021-03-L                 102              3,000        3,000        13-05-2004

------------------------------------------------------------------------------------------------------------------------------------
RADIOSHACK CORPORATION                                                         RSH                           Annual Meeting         
                                                                                                             Date: 20-05-2004       
Issuer: 750438                                      ISIN:                                                                           
SEDOL:                                                                                                                              
------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED                                                                                                              

Proposal                                                                       Proposal         Vote         For or Against         
Number    Proposal                                                             Type             Cast         Mgmt.                  
------------------------------------------------------------------------------------------------------------------------------------
01        ELECTION OF DIRECTORS                                                Management       For          For                    
                                                    FRANK J. BELATTI           Management       For          For                    
                                                    RONALD E. ELMQUIST         Management       For          For                    
                                                    ROBERT S. FALCONE          Management       For          For                    
                                                    DANIEL R. FEEHAN           Management       For          For                    
                                                    RICHARD J. HERNANDEZ       Management       For          For                    
                                                    LAWRENCE V. JACKSON        Management       For          For                    
                                                    ROBERT J. KAMERSCHEN       Management       For          For                    
                                                    H. EUGENE LOCKHART         Management       For          For                    
                                                    JACK L. MESSMAN            Management       For          For                    
                                                    WILLIAM G. MORTON, JR.     Management       For          For                    
                                                    THOMAS G. PLASKETT         Management       For          For                    
                                                    LEONARD H. ROBERTS         Management       For          For                    
                                                    EDWINA D. WOODBURY         Management       For          For                    
02        ADOPT OMNIBUS STOCK OPTION PLAN                                      Management       For          For                    
03        ADOPT INCENTIVE STOCK OPTION PLAN                                    Management       For          For                    

                                                    Custodian                  Stock            Ballot       Voted        Vote      
          Account Name                              Account                    Class            Shares       Shares       Date      
          --------------------------------------------------------------------------------------------------------------------------
          WST (8612-9033)                           11021-03-L                 103              6,000        6,000        13-05-2004

------------------------------------------------------------------------------------------------------------------------------------
TEVA PHARMACEUTICAL INDUSTRIES LIMIT                                           TEVA                          Annual Meeting         
                                                                                                             Date: 20-05-2004       
Issuer: 881624                                      ISIN:                                                                           
SEDOL:                                                                                                                              
------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED                                                                                                              

Proposal                                                                       Proposal         Vote         For or Against         
Number    Proposal                                                             Type             Cast         Mgmt.                  
------------------------------------------------------------------------------------------------------------------------------------
01        CHANGE STOCK EXCHANGE LISTING                                        Management       For          For                    
02        CHANGE STOCK EXCHANGE LISTING                                        Management       For          For                    
3A        CHANGE STOCK EXCHANGE LISTING                                        Management       For          For                    
3B        CHANGE STOCK EXCHANGE LISTING                                        Management       For          For                    
3C        CHANGE STOCK EXCHANGE LISTING                                        Management       For          For                    
3D        CHANGE STOCK EXCHANGE LISTING                                        Management       For          For                    
3E        CHANGE STOCK EXCHANGE LISTING                                        Management       For          For                    
04        CHANGE STOCK EXCHANGE LISTING                                        Management       For          For                    
05        CHANGE STOCK EXCHANGE LISTING                                        Management       For          For                    

                                                    Custodian                  Stock            Ballot       Voted        Vote      
          Account Name                              Account                    Class            Shares       Shares       Date      
          --------------------------------------------------------------------------------------------------------------------------
          WST (8612-9033)                           11021-03-L                 209              2,800        2,800        11-05-2004

------------------------------------------------------------------------------------------------------------------------------------
EXXON MOBIL CORPORATION                                                        XOM                           Annual Meeting         
                                                                                                             Date: 26-05-2004       
Issuer: 30231G                                      ISIN:                                                                           
SEDOL:                                                                                                                              
------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL                                                                                                                  

Proposal                                                                       Proposal         Vote         For or Against         
Number    Proposal                                                             Type             Cast         Mgmt.                  
------------------------------------------------------------------------------------------------------------------------------------
01        ELECTION OF DIRECTORS                                                Management       For          For                    
                                                    M.J. BOSKIN                Management       For          For                    
                                                    J.R. HOUGHTON              Management       For          For                    
                                                    W.R. HOWELL                Management       For          For                    
                                                    R.C. KING                  Management       For          For                    
                                                    P.E. LIPPINCOTT            Management       For          For                    
                                                    H.J. LONGWELL              Management       For          For                    
                                                    H.A. MCKINNELL, JR.        Management       For          For                    
                                                    M.C. NELSON                Management       For          For                    
                                                    L.R. RAYMOND               Management       For          For                    
                                                    W.V. SHIPLEY               Management       For          For                    
                                                    R.W. TILLERSON             Management       For          For                    
02        RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                           Management       For          For                    
03        ADOPT OMNIBUS STOCK OPTION PLAN                                      Management       For          For                    
04        S/H PROPOSAL - POLITICAL/GOVERNMENT                                  Shareholder      Against      For                    
05        S/H PROPOSAL - POLITICAL/GOVERNMENT                                  Shareholder      Against      For                    
06        MISCELLANEOUS SHAREHOLDER PROPOSAL                                   Shareholder      Against      For                    
07        S/H PROPOSAL - BOARD OF DIRECTORS                                    Shareholder      Against      For                    
08        S/H PROPOSAL - CORPORATE GOVERNANCE                                  Shareholder      Against      For                    
09        S/H PROPOSAL - CORPORATE GOVERNANCE                                  Shareholder      Against      For                    
10        S/H PROPOSAL - CORPORATE GOVERNANCE                                  Shareholder      Against      For                    
11        S/H PROPOSAL - ENVIRONMENTAL                                         Shareholder      Against      For                    

                                                    Custodian                  Stock            Ballot       Voted        Vote      
          Account Name                              Account                    Class            Shares       Shares       Date      
          --------------------------------------------------------------------------------------------------------------------------
          WST (8612-9033)                           11021-03-L                 102              4,000        4,000        14-05-2004

------------------------------------------------------------------------------------------------------------------------------------
NEXTEL COMMUNICATIONS, INC.                                                    NXTL                          Annual Meeting         
                                                                                                             Date: 27-05-2004       
Issuer: 65332V                                      ISIN:                                                                           
SEDOL:                                                                                                                              
------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL                                                                                                                  

Proposal                                                                       Proposal         Vote         For or Against         
Number    Proposal                                                             Type             Cast         Mgmt.                  
------------------------------------------------------------------------------------------------------------------------------------
01        ELECTION OF DIRECTORS                                                Management       For          For                    
                                                    KEITH J. BANE              Management       For          For                    
                                                    V. JANET HILL              Management       For          For                    
02        RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                           Management       For          For                    
03        AMEND STOCK PURCHASE PLAN                                            Management       For          For                    

                                                    Custodian                  Stock            Ballot       Voted        Vote      
          Account Name                              Account                    Class            Shares       Shares       Date      
          --------------------------------------------------------------------------------------------------------------------------
          WST (8612-9033)                           11021-03-L                 103              6,500        6,500        13-05-2004

------------------------------------------------------------------------------------------------------------------------------------
THE HOME DEPOT, INC.                                                           HD                            Annual Meeting         
                                                                                                             Date: 27-05-2004       
Issuer: 437076                                      ISIN:                                                                           
SEDOL:                                                                                                                              
------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED                                                                                                              

Proposal                                                                       Proposal         Vote         For or Against         
Number    Proposal                                                             Type             Cast         Mgmt.                  
------------------------------------------------------------------------------------------------------------------------------------
01        ELECTION OF DIRECTORS                                                Management       For          For                    
                                                    GREGORY D. BRENNEMAN       Management       For          For                    
                                                    RICHARD H. BROWN           Management       For          For                    
                                                    JOHN L. CLENDENIN          Management       For          For                    
                                                    BERRY R. COX               Management       For          For                    
                                                    CLAUDIO X. GONZALEZ        Management       For          For                    
                                                    MILLEDGE A. HART, III      Management       For          For                    
                                                    BONNIE G. HILL             Management       For          For                    
                                                    KENNETH G. LANGONE         Management       For          For                    
                                                    ROBERT L. NARDELLI         Management       For          For                    
                                                    ROGER S. PENSKE            Management       For          For                    
02        RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                           Management       For          For                    
03        S/H PROPOSAL - BOARD OF DIRECTORS                                    Shareholder      Against      For                    
04        S/H PROPOSAL - RESCIND OR ALLOW SHAREHOLDER TO                       Shareholder      Against      For                    
          RATIFY POISON PILL                                                                                                        
05        S/H PROPOSAL - CORPORATE GOVERNANCE                                  Shareholder      Against      For                    
06        S/H PROPOSAL - HUMAN RIGHTS RELATED                                  Shareholder      Against      For                    
07        S/H PROPOSAL - CORPORATE GOVERNANCE                                  Shareholder      Against      For                    
08        S/H PROPOSAL - BOARD OF DIRECTORS                                    Shareholder      Against      For                    

                                                    Custodian                  Stock            Ballot       Voted        Vote      
          Account Name                              Account                    Class            Shares       Shares       Date      
          --------------------------------------------------------------------------------------------------------------------------
          WST (8612-9033)                           11021-03-L                 102              5,500        5,500        13-05-2004

------------------------------------------------------------------------------------------------------------------------------------
BIOGEN IDEC INC.                                                               BIIB                          Annual Meeting         
                                                                                                             Date: 16-06-2004       
Issuer: 09062X                                      ISIN:                                                                           
SEDOL:                                                                                                                              
------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL                                                                                                                  

Proposal                                                                       Proposal         Vote         For or Against         
Number    Proposal                                                             Type             Cast         Mgmt.                  
------------------------------------------------------------------------------------------------------------------------------------
01        ELECTION OF DIRECTORS                                                Management       For          For                    
                                                    ALAN BELZER                Management       For          For                    
                                                    MARY L. GOOD               Management       For          For                    
                                                    JAMES C. MULLEN            Management       For          For                    
                                                    BRUCE R. ROSS              Management       For          For                    
02        RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                           Management       For          For                    

                                                    Custodian                  Stock            Ballot       Voted        Vote      
          Account Name                              Account                    Class            Shares       Shares       Date      
          --------------------------------------------------------------------------------------------------------------------------
          WST (8612-9033)                           11021-03-L                 103              3,700        3,700        25-05-2004

------------------------------------------------------------------------------------------------------------------------------------
INTERACTIVECORP                                                                IACI                          Annual Meeting         
                                                                                                             Date: 23-06-2004       
Issuer: 45840Q                                      ISIN:                                                                           
SEDOL:                                                                                                                              
------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL                                                                                                                  

Proposal                                                                       Proposal         Vote         For or Against         
Number    Proposal                                                             Type             Cast         Mgmt.                  
------------------------------------------------------------------------------------------------------------------------------------
01        ELECTION OF DIRECTORS                                                Management       For          For                    
                                                    RICHARD N. BARTON          Management       For          For                    
                                                    ROBERT R. BENNETT          Management       For          For                    
                                                    EDGAR BRONFMAN, JR.        Management       For          For                    
                                                    BARRY DILLER               Management       For          For                    
                                                    VICTOR A. KAUFMAN          Management       For          For                    
                                                    DONALD R. KEOUGH*          Management       For          For                    
                                                    MARIE-JOSEE KRAVIS         Management       For          For                    
                                                    JOHN C. MALONE             Management       For          For                    
                                                    STEVEN RATTNER             Management       For          For                    
                                                    GEN. H.N. SCHWARZKOPF*     Management       For          For                    
                                                    ALAN G. SPOON*             Management       For          For                    
                                                    DIANE VON FURSTENBERG      Management       For          For                    
02        RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                           Management       For          For                    

                                                    Custodian                  Stock            Ballot       Voted        Vote      
          Account Name                              Account                    Class            Shares       Shares       Date      
          --------------------------------------------------------------------------------------------------------------------------
          WST (8612-9033)                           11021-03-L                 101              5,500        5,500        16-06-2004

------------------------------------------------------------------------------------------------------------------------------------
A.G.EDWARDS, INC.                                                              AGE                   Annual Meeting                 
                                                                                                     Date: 24-06-2004               
Issuer: 281760                                      ISIN:                                                                           
SEDOL:                                                                                                                              
------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED                                                                                                              

Proposal                                                                       Proposal         Vote         For or Against         
Number    Proposal                                                             Type             Cast         Mgmt.                  
------------------------------------------------------------------------------------------------------------------------------------
01        ELECTION OF DIRECTORS                                                Management       For          For                    
                                                    ROBERT L. BAGBY            Management       For          For                    
                                                    DR. E. EUGENE CARTER       Management       For          For                    
                                                    PETER B. MADOFF            Management       For          For                    
02        ADOPT OMNIBUS STOCK OPTION PLAN                                      Management       For          For                    
03        RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                           Management       For          For                    

                                                    Custodian                  Stock            Ballot       Voted        Vote      
          Account Name                              Account                    Class            Shares       Shares       Date      
          --------------------------------------------------------------------------------------------------------------------------
          WST (8612-9033)                           11021-03-L                 108              4,250        4,250        17-06-2004

------------------------------------------------------------------------------------------------------------------------------------
ROYAL DUTCH PETROLEUM COMPANY                                                  RD                            Annual Meeting         
                                                                                                             Date: 28-06-2004       
Issuer: 780257                                      ISIN:                                                                           
SEDOL:                                                                                                                              
------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL                                                                                                                  

Proposal                                                                       Proposal         Vote         For or Against         
Number    Proposal                                                             Type             Cast         Mgmt.                  
------------------------------------------------------------------------------------------------------------------------------------
2A        MISCELLANEOUS CORPORATE GOVERNANCE - GLOBAL                          Management       For          For                    
2B        DIVIDEND                                                             Management       For          For                    
2C        MISCELLANEOUS CORPORATE GOVERNANCE - GLOBAL                          Management       For          For                    
2D        MISCELLANEOUS CORPORATE GOVERNANCE - GLOBAL                          Management       For          For                    
03        MISCELLANEOUS CORPORATE GOVERNANCE - GLOBAL                          Management       For          For                    
04        MISCELLANEOUS CORPORATE GOVERNANCE - GLOBAL                          Management       For          For                    
05        MISCELLANEOUS CORPORATE GOVERNANCE - GLOBAL                          Management       For          For                    
06        AUTHORIZE DIRECTORS TO DECREASE SHARE CAPITAL                        Management       For          For                    
07        AUTHORIZE DIRECTORS TO REPURCHASE SHARES                             Management       For          For                    

                                                    Custodian                  Stock            Ballot       Voted        Vote      
          Account Name                              Account                    Class            Shares       Shares       Date      
          --------------------------------------------------------------------------------------------------------------------------
          WST (8612-9033)                           11021-03-L                 804              3,000        3,000        16-06-2004


N-PX
Last “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 25th
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.                                         

The Nottingham Investment Trust II                                              

By: (Signature and Title)  /s/ Douglas S. Folk                                  
        __________________________________
Douglas S. Folk           
                President and Principal Executive Officer,
         EARNEST Partners Fixed Income Trust

Date: August 30, 2004                                                           

By: (Signature and Title)  /s/ Richard K. Bryant                                
         ___________________________________
Richard K. Bryant         
                 Trustee, The Nottingham Investment Trust II
                President and Principal Executive Officer,
Capital Value Fund        

Date: August 31, 2004                                                           

By: (Signature and Title)  /s/ Keith A. Lee                                     
          ____________________________________
Keith A. Lee              
                 Trustee, The Nottingham Investment Trust II
                         Vice President and Principal Executive Officer, The
                     Brown Capital Management Equity Fund, The Brown
                         Capital Management Balanced Fund, The Brown Capital
                      Management Small Company Fund, The Brown Capital
                         Management International Equity Fund, and The Brown
     Capital Management Mid-Cap Fund

Date: August 26, 2004                                                           

By: (Signature and Title)  /s/ Lawrence N. Smith, Jr.                           
           _____________________________________
Lawrence N. Smith, Jr.    
                  Principal Executive Officer, WST Growth Fund

Date: August 25, 2004                                                           

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘N-PX’ Filing		Date		First		Last			Other Filings
		12/31/04		19					N-Q
Filed on / Effective on:		8/31/04		25
		8/30/04		25
		8/26/04		25					497
		8/25/04		25					497
For Period End:		6/30/04		1
		12/31/03		19
		11/30/03		7		11
		9/12/03		5		9
		8/31/03		19
		7/1/03		1
									List all Filings