UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM N-PX

                    Investment Company Act File No. 811-21381



                       First Trust Value Line(R) Dividend Fund
          -------------------------------------------------------------
          Exact Name of Registrant as Specified in Declaration of Trust


             1001 Warrenville Road, Suite 300, Lisle, Illinois 60532
 ------------------------------------------------------------------------------
 Address of Principal Executive Offices (Number, Street, City, State, Zip Code)


                                W. Scott Jardine
                          First Trust Portfolios L.P.
                        1001 Warrenville Road, Suite 300
                              Lisle, Illinois 60532
  -----------------------------------------------------------------------------
  Name and Address (Number, Street, City, State, Zip Code) of Agent for Service


                                 (630) 241-4141
               --------------------------------------------------
               Registrant's Telephone Number, including Area Code


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


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


Form N-PX is to be used by a registered management investment company, other
than a small business investment company registered on Form N-5 (ss.ss. 239.24
and 274.5 of this chapter), to file reports with the Commission, not later than
August 31 of each year, containing the registrant's proxy voting record for the
most recent twelve-month period ended June 30, pursuant to section 30 of the
Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4).
The Commission may use the information provided on Form N-PX in its regulatory,
disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-PX, and
the Commission will make this information public. A registrant is not required
to respond to the collection of information contained in Form N-PX unless the
Form displays a currently valid Office of Management and Budget ("OMB") control
number. Please direct comments concerning the accuracy of the information
collection burden estimate and any suggestions for reducing the burden to the
Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington,
DC 20549-0609. The OMB has reviewed this collection of information under the
clearance requirements of 44 U.S.C. ss. 3507. SEC 2451 (4-03) Persons who are to
respond to the collection of information contained in this form are not required
to respond unless the form displays a currently valid OMB control number.



                              VOTE SUMMARY REPORT
                          July 1, 2003 - June 30, 2004

                      FIRST TRUST VALUE LINE DIVIDEND FUND


Mtg          Company/                                                                      Mgmt      Vote      Record
Date         Ballot Issues                                                    Security     Rec       Cast      Date         Prpnent
---------    -----------------------------------------------------------      --------     ----      ----      ---------    -------
                                                                                                          
5/11/2004    3M CO *MMM*                                                      88579Y101                        3/12/2004
                  1 Elect Directors                                                        For       Split                  Mgmt
                1.1 Elect Director Edward A. Brennan                                                 Withhold
                1.2 Elect Director Michael L. Eskew                                                  For
                1.3 Elect Director W. James McNerney, Jr.                                            Withhold
                1.4 Elect Director Kevin W. Sharer                                                   Withhold
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Increase Authorized Common Stock                                       For       For                    Mgmt
                  4 Separate Chairman and CEO Positions                                    Against   For                    ShrHoldr


4/23/2004    Abbott Laboratories *ABT*                                        02824100                         2/25/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Drug Pricing                                                           Against   Against                ShrHoldr
                  4 Report on Political Contributions/Activities                           Against   Against                ShrHoldr
                  5 Prohibit Awards to Executives                                          Against   Against                ShrHoldr
                  6 Report on Operational Imact of HIV/AIDS, TB, and                       Against   Against                ShrHoldr
                    Malaria Pandemic


4/28/2004    AGL Resources Inc. *ATG*                                         001204106                        2/20/2004
                  1 Elect Directors                                                        For       For                    Mgmt


6/10/2004    Albertson's Inc. *ABS*                                           013104104                        4/14/2004
                  1 Elect Directors                                                        For       Split                  Mgmt
                1.1 Elect Director Pamela G. Bailey                                                  For
                1.2 Elect Director Teresa Beck                                                       Withhold
                1.3 Elect Director Beth M. Pritchard                                                 For
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Approve Omnibus Stock Plan                                             For       For                    Mgmt
                  4 Require a Majority Vote for the Election of Directors                  Against   Against                ShrHoldr
                  5 Amend Vote Requirements to Amend Articles/Bylaws/Charter               Against   For                    ShrHoldr
                  6 Submit Severance Agreement (Change-in-Control) to                      Against   For                    ShrHoldr
                    Shareholder Vote
                  7 Declassify the Board of Directors                                      Against   For                    ShrHoldr


5/11/2004    Allete Inc. *ALE*                                                018522102                        3/12/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt







Mtg          Company/                                                                      Mgmt      Vote      Record
Date         Ballot Issues                                                    Security     Rec       Cast      Date         Prpnent
---------    -----------------------------------------------------------      --------     ----      ----      ---------    -------
                                                                                                          
4/22/2004    ALLTEL Corp. *AT*                                                020039103                        2/24/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Ammend EEO - Sexual Orientation                                        Against   For                    ShrHoldr


5/5/2004     Amerada Hess Corp. *AHC*                                         023551104                        3/15/2004
                  1 Elect Directors                                                        For       Split                  Mgmt
                1.1 Elect Director Nicholas F. Brady                                                 Withhold
                1.2 Elect Director J. Barclay Collins II                                             For
                1.3 Elect Director Thomas H. Kean                                                    For
                1.4 Elect Director Frank A. Olson                                                    For
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Amend Omnibus Stock Plan                                               For       For                    Mgmt
                  4 Establish Other Board Committee                                        Against   For                    ShrHoldr


4/27/2004    Ameren Corporation *AEE*                                         023608102                        3/11/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Report on Risks of Nuclear Waste Storage                               Against   Against                ShrHoldr


4/15/2004    AmSouth Bancorporation *ASO*                                     032165102                        2/17/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Approve Employee Stock Purchase Plan                                   For       For                    Mgmt
                  4 Amend Omnibus Stock Plan                                               For       For                    Mgmt
                  5 Approve Non-Employee Director Stock Option Plan                        For       For                    Mgmt
                  6 Political Contributions                                                Against   Against                ShrHoldr


4/28/2004    Anheuser-Busch Companies, Inc. *BUD*                             035229103                        3/1/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt


5/20/2004    Archstone Smith Trust *ASN*                                      039583109                        3/26/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Restrict Severance Agreements                                          Against   For                    ShrHoldr


5/18/2004    Arthur J. Gallagher & Co. *AJG*                                  363576109                        3/22/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt







Mtg          Company/                                                                      Mgmt      Vote      Record
Date         Ballot Issues                                                    Security     Rec       Cast      Date         Prpnent
---------    -----------------------------------------------------------      --------     ----      ----      ---------    -------
                                                                                                          
1/29/2004    Ashland Inc. *ASH*                                               044204105                        11/24/2003
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt


4/28/2004    Associated Banc-Corp. *ASBC*                                     045487105                        2/20/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Increase Authorized Common Stock                                       For       For                    Mgmt
                  3 Ratify Auditors                                                        For       For                    Mgmt


5/5/2004     AvalonBay Communities, Inc. *AVB*                                053484101                        3/9/2004
                  1 Elect Directors                                                        For       Split                  Mgmt
                1.1 Elect Director Bryce Blair                                                       For
                1.2 Elect Director Bruce A. Choate                                                   For
                1.3 Elect Director John J. Healy, Jr.                                                For
                1.4 Elect Director Gilbert M. Meyer                                                  For
                1.5 Elect Director Charles D. Peebler, Jr.                                           Withhold
                1.6 Elect Director Lance R. Primis                                                   For
                1.7 Elect Director Allan D. Schuster                                                 For
                1.8 Elect Director Amy P. Williams                                                   For
                  2 Submit Shareholder Rights Plan (Poison Pill) to                        Against   Against                ShrHoldr
                    Shareholder Vote


4/22/2004    Avery Dennison Corp. *AVY*                                       053611109                        2/23/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Amend Executive Incentive Bonus Plan                                   For       For                    Mgmt
                  4 Amend Executive Incentive Bonus Plan                                   For       For                    Mgmt


5/26/2004    Bank of America Corp. *BAC*                                      060505104                        4/7/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Change Date of Annual Meeting                                          Against   Against                ShrHoldr
                  4 Adopt Nomination Procedures for the Board                              Against   Against                ShrHoldr
                  5 Charitable Contributions                                               Against   Against                ShrHoldr
                  6 Establish Independent Committee to Review Mutual Fund Policy           Against   Against                ShrHoldr
                  7 Adopt Standards Regarding Privacy and Information Security             Against   Against                ShrHoldr


2/24/2004    Bank of Montreal *BMO.*                                          063671101                        1/5/2004
                    Management Proposals
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify KPMG LLP as Auditors                                            For       For                    Mgmt
                  3 Amend Special By-Law 'A': Remuneration of Directors                    For       For                    Mgmt







Mtg          Company/                                                                      Mgmt      Vote      Record
Date         Ballot Issues                                                    Security     Rec       Cast      Date         Prpnent
---------    -----------------------------------------------------------      --------     ----      ----      ---------    -------
                                                                                                          
                  Shareholder Proposals
                  4 Adopt By-Law Prohibiting CEO from Sitting on Other Boards              Against   Against                ShrHoldr
                  5 Disclose Total Value of Pension Benefits of Senior Executives          Against   Against                ShrHoldr
                  6 Adopt By-Law Providing that Insiders Give Notice of                    Against   Against                ShrHoldr
                    Stock Trades and Stock Option Exercise
                  7 Issue a Report About How the Bank Evaluates and Manages                For         For                  ShrHoldr
                    the Risk of Environmental Liability


3/2/2004     Bank of Nova Scotia *BNS.*                                       064149107                        1/13/2004
                    Management Proposals
                  1 Elect Directors                                                        For       Split                  Mgmt
                1.1 Elect R. A. Brenneman as a Director                                              For
                1.2 Elect C. J. Chen as a Director                                                   Withhold
                1.3 Elect N. A. Everett as a Director                                                For
                1.4 Elect M. K. Goodrich as a Director                                               For
                1.5 Elect J. C. Kerr as a Director                                                   For
                1.6 Elect M. J. L. Kirby as a Director                                               For
                1.7 Elect L. Lemaire as a Director                                                   For
                1.8 Elect J. T. Mayberry as a Director                                               For
                1.9 Elect B. J. McDougall as a Director                                              For
               1.10 Elect E. Parr-Johnston as a Director                                             For
               1.11 Elect A. R. A. Scace as a Director                                               For
               1.12 Elect G. W. Schwartz as a Director                                               Withhold
               1.13 Elect A. C. Shaw as a Director                                                   For
               1.14 Elect P. D. Sobey as a Director                                                  For
               1.15 Elect R. E. Waugh as a Director                                                  For
                  2 Ratify PricewaterhouseCoopers LLP and KPMG LLP as Auditors             For       For                    Mgmt
                  3 Amend By-Law Relating to the Remuneration of Directors                 For       For                    Mgmt
                  4 Amend Stock Option Plan                                                For       For                    Mgmt
                    Shareholder Proposals
                  5 By-Law Prohibiting CEO from Sitting on Other Boards                    Against   Against                ShrHoldr
                  6 Disclose Total Value of Pension Benefits of Senior Executives          Against   Against                ShrHoldr
                  7 Adopt By-Law Providing that Insiders Give Notice of Stock              Against   Against                ShrHoldr
                    Trades and Stock Option Exercise


5/4/2004     Baxter International Inc. *BAX*                                  071813109                        3/5/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Provide for Cumulative Voting                                          Against   For                    ShrHoldr


4/27/2004    BB&T Corporation *BBT*                                           054937107                        3/8/2004
                  1 Amend Articles                                                         For       For                    Mgmt
                  2 Amend Bylaws                                                           For       Against                Mgmt
                  3 Elect Directors                                                        For       Split                  Mgmt







Mtg          Company/                                                                      Mgmt      Vote      Record
Date         Ballot Issues                                                    Security     Rec       Cast      Date         Prpnent
---------    -----------------------------------------------------------      --------     ----      ----      ---------    -------
                                                                                                          
                3.1 Elect Director John A. Allison IV                                                For
                3.2 Elect Director Ronald E. Deal                                                    Withhold
                3.3 Elect Director Tom D. Efird                                                      For
                3.4 Elect Director Albert O. McCauley                                                For
                3.5 Elect Director Barry J. Fitzpatrick                                              For
                3.6 Elect Director J. Holmes Morrison                                                For
                3.7 Elect Director Jennifer S. Banner                                                For
                3.8 Elect Director Albert F. Zettlemoyer                                             Withhold
                  4 Approve Omnibus Stock Plan                                             For       For                    Mgmt
                  5 Ratify Auditors                                                        For       For                    Mgmt
                  6 Review Executive Compensation Policy                                   Against   For                    ShrHoldr


4/26/2004    Bellsouth Corp. *BLS*                                            079860102                        3/8/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Declassify the Board of Directors                                      For       For                    Mgmt
                  4 Approve Omnibus Stock Plan                                             For       For                    Mgmt
                  5 Limit Executive Compensation                                           Against   Against                ShrHoldr
                  6 Limit Executive Compensation                                           Against   Against                ShrHoldr
                  7 Report on Political Contributions/Activities                           Against   Against                ShrHoldr


5/6/2004     Bemis Company, Inc. *BMS*                                        081437105                        3/12/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Increase Authorized Common Stock                                       For       For                    Mgmt


4/15/2004    BP PLC (Form. Bp Amoco Plc)  *BP*                                055622104                        2/23/2004
                    Meeting for Holders of ADRs
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 To Elect Mr. A Burgmans as a Director                                  For       For                    Mgmt
                  3 Ratify Auditors                                                        For       For                    Mgmt
                  4 To Amend the Articles of Association of the Company                    For       For                    Mgmt
                  5 To give Authority to Allot Shares Up to a Specified                    For       For                    Mgmt
                    Amount
                  6 Special Resolution: To give Authority to Allot a Limited               For       For                    Mgmt
                    Number of Shares for Cash Without Making an Offer to
                    Shareholders
                  7 Special Resolution: To give Limited Authority for the                  For       For                    Mgmt
                    Purchase of its Own Shares by the Company
                  8 to Authorise the Use of Treasury Shares for Employee                   For       For                    Mgmt
                    Share Schemes
                  9 To Approve the Directors Remuneration Report                           For       For                    Mgmt
                 10 To Determine the Limit for the Aggregate Remuneration                  For       For                    Mgmt
                    of the Non-executive Directors
                 11 To Receive the Directors Annual Report and the Accounts                For       For                    Mgmt
                 12 Special Shareholder Resolution: To instruct the Company                Against   Against                ShrHoldr
                    to Prepare a Report Making Certain Disclosures on
                    Matters of Control and Risk in Protected and Sensitive
                    Areas







Mtg          Company/                                                                      Mgmt      Vote      Record
Date         Ballot Issues                                                    Security     Rec       Cast      Date         Prpnent
---------    -----------------------------------------------------------      --------     ----      ----      ---------    -------
                                                                                                          
5/20/2004    BRE Properties, Inc. *BRE*                                       05564E106                        3/15/2004
                  1 Declassify the Board of Directors                                      For       For                    Mgmt
                  2 Elect Directors                                                        For       For                    Mgmt
                  3 Ratify Auditors                                                        For       For                    Mgmt


1/8/2004     Brown-Forman Corp. *BF.B*                                        115637209                        11/28/2003
                  1 Increase Authorized Common Stock                                       For       For                    Mgmt


5/21/2004    Cadbury Schweppes Plc  *CSG*                                     127209302                        4/1/2004
                    Meeting for Holders of ADRs
                  1 Financial Statements                                                   For       For                    Mgmt
                  2 Declaration of Final Dividend 2003                                     For       For                    Mgmt
                  3 Directors Remuneration Report                                          For       For                    Mgmt
                  4 Elect Directors                                                        For       For                    Mgmt
                  5 Ratify Auditors                                                        For       For                    Mgmt
                  6 Remuneration of Auditors                                               For       For                    Mgmt
                  7 Authority to Allot Relevant Securities                                 For       For                    Mgmt
                  8 Authority to Disapply Pre-emption Rights                               For       For                    Mgmt
                  9 Authority to Purchase Own Ordinary Shares                              For       For                    Mgmt
                 10 Amend Rules of the Share Option Plan 1994                              For       For                    Mgmt
                 11 Amend Rules of the 1997 Long Term Incentive Plan                       For       For                    Mgmt
                 12 Approval of the Bonus Share Retention Plan 2004                        For       For                    Mgmt
                 13 Amend Rules of Eight Named Share Schemes/plans                         For       For                    Mgmt
                 14 Establish Further Employee Share Plan or Plans                         For       For                    Mgmt


11/21/2003   Campbell Soup Co. *CPB*                                          134429109                        9/23/2003
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Approve Omnibus Stock Plan                                             For       For                    Mgmt


2/26/2004    Canadian Imperial Bank Of Commerce (Cibc) *CM.*                  136069101                        1/8/2004
                    Management Proposals
                  1 Ratify Ernst & Young LLP as Auditors                                   For       For                    Mgmt
                  2 Elect Directors                                                        For       Split                  Mgmt
                2.1 Elect Director D. G. Bassett                                                     For
                2.2 Elect Director J. H. Bennett                                                     For
                2.3 Elect Director G. F. Colter                                                      For
                2.4 Elect Director P. M. Delbridge                                                   For
                2.5 Elect Director W. L. Duke                                                        For
                2.6 Elect Director I. E. H. Duvar                                                    For







Mtg          Company/                                                                      Mgmt      Vote      Record
Date         Ballot Issues                                                    Security     Rec       Cast      Date         Prpnent
---------    -----------------------------------------------------------      --------     ----      ----      ---------    -------
                                                                                                          
                2.7 Elect Director W. A. Etherington                                                 For
                2.8 Elect Director A. L. Flood                                                       For
                2.9 Elect Director M. A. Franssen                                                    For
               2.10 Elect Director G. D. Giffin                                                      For
               2.11 Elect Director J. A. Grant                                                       For
               2.12 Elect Director A. E. P. Hickman                                                  For
               2.13 Elect Director J. S Hunkin                                                       For
               2.14 Elect Director C. Sirois                                                         Withhold
               2.15 Elect Director S. G. Snyder                                                      For
               2.16 Elect Director R. W. Tysoe                                                       For
               2.17 Elect Director W. G. Weston                                                      Withhold
                  3 Amend By-Law Relating to the Remuneration of Directors                 For       For                    Mgmt
                  4 Amend By-Law Relating to the Appointment of Directors                  For       For                    Mgmt
                    Shareholder Proposals
                5.1 Adopt By-Law Prohibiting CEO from Sitting on Other Boards              Against   Against                ShrHoldr
                5.2 Disclose Total Value of Pension Benefits of Senior Executives          Against   Against                ShrHoldr


1/27/2004    Capitol Federal Financial *CFFN*                                 14057C106                        12/5/2003
                  1 Elect Directors                                                        For       Split                  Mgmt
                1.1 Elect Director John B. Dicus                                                     Withhold
                1.2 Elect Director Jeffrey R. Thompson                                               For
                  2 Ratify Auditors                                                        For       For                    Mgmt


4/21/2004    Charter One Financial, Inc. *CF*                                 160903100                        2/23/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Amend Omnibus Stock Plan                                               For       For                    Mgmt
                  3 Ratify Auditors                                                        For       For                    Mgmt


4/28/2004    ChevronTexaco Corp. *CVX*                                        166764100                        3/1/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Adopt Shareholder Rights Plan (Poison Pill) Policy                     For       For                    Mgmt
                  4 Amend Omnibus Stock Plan                                               For       For                    Mgmt
                  5 Report on Operational Impact of HIV/AIDS, TB, and                      Against   Against                ShrHoldr
                    Malaria Pandemic
                  6 Report on Political Contributions/Activities                           Against   Against                ShrHoldr
                  7 Require Affirmative Vote of a Majority of the Shares to                Against   Against                ShrHoldr
                    Elect Directors
                  8 Report on Health and Environmental Initiatives in Ecuador              Against   Against                ShrHoldr
                  9 Report on Renewable Energy                                             Against   Against                ShrHoldr


4/24/2004    Cincinnati Financial Corp. *CINF*                                172062101                        2/27/2004
                  1 Elect Directors                                                        For       Split                  Mgmt
                1.1 Elect Director Michael Brown                                                     For
                1.2 Elect Director Dirk J. Debbink                                                   For
                1.3 Elect Director Robert C. Schiff                                                  Withhold
                1.4 Elect Director John M. Shepherd                                                  Withhold
                1.5 Elect Director Douglas S. Skidmore                                               For
                  2 Ratify Auditors                                                        For       Against                Mgmt







Mtg          Company/                                                                      Mgmt      Vote      Record
Date         Ballot Issues                                                    Security     Rec       Cast      Date         Prpnent
---------    -----------------------------------------------------------      --------     ----      ----      ---------    -------
                                                                                                          
5/4/2004     Cinergy Corp. *CIN*                                              172474108                        3/5/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt


4/28/2004    City National Corp. *CYN*                                        178566105                        3/1/2004
                  1 Elect Directors                                                        For       Split                  Mgmt
                1.1 Elect Director Russell Goldsmith                                                 For
                1.2 Elect Director Michael L. Meyer                                                  For
                1.3 Elect Director Ronald L. Olson                                                   Withhold
                  2 Amend Omnibus Stock Plan                                               For       For                    Mgmt
                  3 Amend Executive Incentive Bonus Plan                                   For       For                    Mgmt


5/7/2004     Colgate-Palmolive Co. *CL*                                       194162103                        3/9/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Approve Executive Incentive Bonus Plan                                 For       For                    Mgmt
                  4 Submit Severance Agreement (Change-in-Control) to                      Against   For                    ShrHoldr
                    Shareholder Vote
                  5 Adopt ILO Based Code of Conduct                                        Against   Against                ShrHoldr
                  6 Separate Chairman and CEO Positions                                    Against   For                    ShrHoldr


5/18/2004    Comerica Inc. *CMA*                                              200340107                        3/22/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Approve Employee Stock Purchase Plan                                   For       For                    Mgmt
                  3 Approve Non-Employee Director Omnibus Stock Plan                       For       For                    Mgmt
                  4 Ratify Auditors                                                        For       For                    Mgmt


4/21/2004    Commerce Bancshares, Inc. *CBSH*                                 200525103                        2/27/2004
                  1 Elect Directors                                                        For       Withhold               Mgmt
                  2 Amend Restricted Stock Plan                                            For       For                    Mgmt
                  3 Ratify Auditors                                                        For       Against                Mgmt


5/5/2004     ConocoPhillips *COP*                                             20825C104                        3/10/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Approve Omnibus Stock Plan                                             For       For                    Mgmt
                  4 Limit Executive Compensation                                           Against   Against                ShrHoldr
                  5 Limit Executive Compensation                                           Against   Against                ShrHoldr
                  6 Report on Drilling in the Arctic National Wildlife Refuge              Against   Against                ShrHoldr







Mtg          Company/                                                                      Mgmt      Vote      Record
Date         Ballot Issues                                                    Security     Rec       Cast      Date         Prpnent
---------    -----------------------------------------------------------      --------     ----      ----      ---------    -------
                                                                                                          
5/17/2004    Consolidated Edison, Inc. *ED*                                   209115104                        3/29/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Approve Employee Stock Purchase Plan                                   For       For                    Mgmt
                  4 Increase Disclosure of Executive Compensation                          Against   Against                ShrHoldr


5/21/2004    Constellation Energy Group, Inc. *CEG*                           210371100                        3/19/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt


4/23/2004    Dominion Resources, Inc. *D*                                     25746U109                        2/27/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Submit Executive Compensation to Vote                                  Against   Against                ShrHoldr


4/21/2004    Dow Jones & Co., Inc. *DJ*                                       260561105                        2/27/2004
                  1 Elect Directors                                                        For       Split                  Mgmt
                1.1 Elect Director Irvine O. Hockaday, Jr.                                           For
                1.2 Elect Director Vernon E. Jordan, Jr.                                             Withhold
                1.3 Elect Director Lewis B. Campbell                                                 For
                1.4 Elect Director Dieter von Holtzbrinck                                            Withhold
                1.5 Elect Director Elizabeth Steele                                                  For
                  2 Ratify Auditors                                                        For       Against                Mgmt
                  3 Amend Omnibus Stock Plan                                               For       For                    Mgmt
                  4 Separate Chairman and CEO Positions                                    Against   For                    ShrHoldr


4/28/2004    Duke Realty Corporation *DRE*                                    264411505                        3/1/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Separate Chairman and CEO Positions                                    Against   For                    ShrHoldr


4/28/2004    E.I. Du Pont De Nemours & Co. *DD*                               263534109                        3/9/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Report on Executive Ties to Government                                 Against   Against                ShrHoldr
                  4 Adopt and Report on a Code of Corporate Conduct                        Against   Against                ShrHoldr
                  5 Limit Executive Compensation                                           Against   Against                ShrHoldr







Mtg          Company/                                                                      Mgmt      Vote      Record
Date         Ballot Issues                                                    Security     Rec       Cast      Date         Prpnent
---------    -----------------------------------------------------------      --------     ----      ----      ---------    -------
                                                                                                          
4/28/2004    Eaton Corp. *ETN*                                                278058102                        3/1/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Approve Omnibus Stock Plan                                             For       For                    Mgmt
                  3 Ratify Auditors                                                        For       For                    Mgmt


4/19/2004    Eli Lilly and Co. *LLY*                                          532457108                        2/13/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Approve Executive Incentive Bonus Plan                                 For       For                    Mgmt
                  4 Limit Executive Compensation                                           Against   Against                ShrHoldr
                  5 Report on Drug Pricing                                                 Against   Against                ShrHoldr


2/3/2004     Emerson Electric Co. *EMR*                                       291011104                        11/24/2003
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Approve Executive Incentive Bonus Plan                                 For       For                    Mgmt
                  3 Ratify Auditors                                                        For       For                    Mgmt


4/28/2004    Energen Corp. *EGN*                                              29265N108                        3/5/2004
                  1 Elect Directors                                                        For       For                    Mgmt


6/18/2004    Energy East Corporation *EAS*                                    29266M109                        4/22/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Declassify the Board of Directors                                      For       For                    Mgmt
                  3 Eliminate Cumulative Voting                                            For       For                    Mgmt
                  4 Approve Employee Stock Purchase Plan                                   For       For                    Mgmt
                  5 Ratify Auditors                                                        For       For                    Mgmt


5/14/2004    Entergy Corp. *ETR*                                              29364G103                        3/17/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Submit Severance Agreement (Change-in-Control) to                      Against   Against                ShrHoldr
                    Shareholder Vote
                  4 Restore or Provide for Cumulative Voting                               Against   Against                ShrHoldr
                  5 Prohibit Awards to Executives                                          Against   Against                ShrHoldr


4/14/2004    Equitable Resources, Inc. *EQT*                                  294549100                        2/17/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Amend Omnibus Stock Plan                                               For       For                    Mgmt
                  3 Ratify Auditors                                                        For       For                    Mgmt


5/19/2004    Equity Office Properties Trust *EOP*                             294741103                        3/12/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt







Mtg          Company/                                                                      Mgmt      Vote      Record
Date         Ballot Issues                                                    Security     Rec       Cast      Date         Prpnent
---------    -----------------------------------------------------------      --------     ----      ----      ---------    -------
                                                                                                          
5/28/2004    Equity Residential *EQR*                                         29476L107                        3/29/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Amend Articles/Bylaws/Charter to Remove Antitakeover                   For       For                    Mgmt
                    Provision(s)
                  3 Ratify Auditors                                                        For       For                    Mgmt


4/27/2004    Exelon Corp. *EXC*                                               30161N101                        3/1/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Approve Executive Incentive Bonus Plan                                 For       For                    Mgmt


5/26/2004    Exxon Mobil Corp. *XOM*                                          30231G102                        4/5/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Approve Non-Employee Director Restricted Stock Plan                    For       For                    Mgmt
                  4 Affirm Political Nonpartisanship                                       Against   Against                ShrHoldr
                  5 Report on Political Contributions/Activities                           Against   Against                ShrHoldr
                  6 Report on Equatorial Guinea                                            Against   Against                ShrHoldr
                  7 Separate Chairman and CEO Positions                                    Against   Against                ShrHoldr
                  8 Prohibit Awards to Executives                                          Against   Against                ShrHoldr
                  9 Report on Stock Option Distribution by Race and Gender                 Against   Against                ShrHoldr
                 10 Amend EEO Statement to Include Reference to Sexual                     Against   For                    ShrHoldr
                    Orientation
                 11 Report on Climate Change Research                                      Against   Against                ShrHoldr


5/5/2004     Federal Realty Investment Trust *FRT*                            313747206                        3/24/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Change Range for Size of the Board                                     For       For                    Mgmt
                  3 Reduce Supermajority Vote Requirement                                  For       For                    Mgmt
                  4 Ratify Auditors                                                        For       For                    Mgmt


4/30/2004    Ferro Corp. *FOE*                                                315405100                        3/5/2004
                  1 Elect Directors                                                        For       For                    Mgmt


3/23/2004    Fifth Third Bancorp *FITB*                                       316773100                        1/30/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Approve Omnibus Stock Plan                                             For       For                    Mgmt
                  3 Ratify Auditors                                                        For       For                    Mgmt
                  4 Adopt Sexual Orientation Non-Discrimination Policy                     None      For                    ShrHoldr







Mtg          Company/                                                                      Mgmt      Vote      Record
Date         Ballot Issues                                                    Security     Rec       Cast      Date         Prpnent
---------    -----------------------------------------------------------      --------     ----      ----      ---------    -------
                                                                                                          
4/20/2004    First Horizon National Corp *FHN*                                337162101                        2/27/2004
                  1 Elect Directors                                                        For       Split                  Mgmt
                1.1 Elect Director Robert C. Blattberg                                               For
                1.2 Elect Director J. Kenneth Glass                                                  For
                1.3 Elect Director Michael D. Rose                                                   For
                1.4 Elect Director Luke Yancy III                                                    Withhold
                1.5 Elect Director Mary F. Sammons                                                   For
                  2 Change Company Name                                                    For       For                    Mgmt
                  3 Amend Omnibus Stock Plan                                               For       For                    Mgmt
                  4 Ratify Auditors                                                        For       For                    Mgmt


5/20/2004    First Midwest Bancorp, Inc. *FMBI*                               320867104                        3/26/2004
                  1 Elect Directors                                                        For       For                    Mgmt


4/27/2004    Fortune Brands, Inc. *FO*                                        349631101                        2/27/2004
                  1 Elect Directors                                                        For       Withhold               Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Submit Shareholder Rights Plan (Poison Pill) to                        Against   For                    ShrHoldr
                    Shareholder Vote


5/21/2004    FPL Group, Inc. *FPL*                                            302571104                        3/16/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Amend Omnibus Stock Plan                                               For       For                    Mgmt
                  4 Approve Executive Incentive Bonus Plan                                 For       For                    Mgmt
                  5 Approve Executive Incentive Bonus Plan                                 For       For                    Mgmt
                  6 Increase Authorized Common Stock                                       For       For                    Mgmt


4/28/2004    General Electric Co. *GE*                                        369604103                        3/1/2004
                  1 Elect Directors                                                        For       Split                  Mgmt
                1.1 Elect Director James I. Cash, Jr.                                                For
                1.2 Elect Director Dennis D. Dammerman                                               For
                1.3 Elect Director Ann M. Fudge                                                      For
                1.4 Elect Director Claudio X. Gonzalez                                               Withhold
                1.5 Elect Director Jeffrey R. Immelt                                                 For
                1.6 Elect Director Andrea Jung                                                       For
                1.7 Elect Director Alan G. Lafley                                                    For
                1.8 Elect Director Kenneth G. Langone                                                For
                1.9 Elect Director Ralph S. Larsen                                                   For
                1.1 Elect Director Rochelle B. Lazarus                                               For
               1.11 Elect Director Sam Nunn                                                          For
               1.12 Elect Director Roger S. Penske                                                   For
               1.13 Elect Director Robert J. Swieringa                                               For
               1.14 Elect Director Douglas A. Warner III                                             For
               1.15 Elect Director Robert C. Wright                                                  For
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Amend Omnibus Stock Plan                                               For       For                    Mgmt







Mtg          Company/                                                                      Mgmt      Vote      Record
Date         Ballot Issues                                                    Security     Rec       Cast      Date         Prpnent
---------    -----------------------------------------------------------      --------     ----      ----      ---------    -------
                                                                                                          
                  4 Provide for Cumulative Voting                                          Against   Against                ShrHoldr
                  5 Eliminate Animal Testing                                               Against   Against                ShrHoldr
                  6 Report on Nuclear Fuel Storage Risks                                   Against   Against                ShrHoldr
                  7 Report on PCB Clean-up                                                 Against   Against                ShrHoldr
                  8 Report on Foreign Outsourcing                                          Against   Against                ShrHoldr
                  9 Prepare Sustainability Report                                          Against   Against                ShrHoldr
                 10 Limit Composition of Management Development and                        Against   Against                ShrHoldr
                    Compensation Committee to Independent Directors
                 11 Report on Pay Disparity                                                Against   Against                ShrHoldr
                 12 Limit Awards to Executives                                             Against   Against                ShrHoldr
                 13 Limit Board Service for Other Companies                                Against   For                    ShrHoldr
                 14 Separate Chairman and CEO Positions                                    Against   Against                ShrHoldr
                 15 Hire Advisor/Maximize Shareholder Value                                Against   Against                ShrHoldr
                 16 Adopt a Retention Ratio for Executives and Directors                   Against   Against                ShrHoldr
                 17 Require 70% to 80% Independent Board                                   Against   Against                ShrHoldr
                 18 Report on Political Contributions/Activities                           Against   Against                ShrHoldr


4/19/2004    Genuine Parts Co. *GPC*                                          372460105                        2/12/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Approve Executive Incentive Bonus Plan                                 For       For                    Mgmt
                  3 Ratify Auditors                                                        For       For                    Mgmt
                    Shareholder Proposals
                  4 Submit Shareholder Rights Plan (Poison Pill) to                        Against   For                    ShrHoldr
                    Shareholder Vote
                  5 Company-Specific -- Shareholder Miscellaneous                          Against   Against                ShrHoldr


5/17/2004    GlaxoSmithKline PLC (formerly Glaxo Wellcome Plc) *GSK*          37733W105                        3/19/2004
                    Meeting for Holders of ADRs
                  1 To Receive and Adopt the Directors Report and the                      For       For                    Mgmt
                    Financial Statements (Ordinary Resolution)
                  2 To Approve the Remuneration Report (Ordinary Resolution)               For       For                    Mgmt
                  3 to Elect Mr. H. Lawrence Culp as a Director (Ordinary                  For       For                    Mgmt
                    Resolution)
                  4 To Elect Mr. Crispin Davis as a Director (Ordinary                     For       For                    Mgmt
                    Resolution)
                  5 To Elect Sir Robert Wilson as a Director (Ordinary                     For       For                    Mgmt
                    Resolution)
                  6 To Elect Dr. Tachi Yamada as a Director (Ordinary                      For       For                    Mgmt
                    Resolution)
                  7 To Re-elect Sir Christopher Hogg as a Director (Ordinary               For       For                    Mgmt
                    Resolution)
                  8 Ratify Auditors                                                        For       For                    Mgmt
                  9 Remuneration of Auditors (Ordinary Resolution)                         For       For                    Mgmt
                 10 Authorize the Company to Make Donations to Eu Political                For       For                    Mgmt
                    Organizations and Incur Eu Political Expenditure
                    (Special Business)
                 11 Disapplication of Pre-emption Rights (Special Resolution)              For       For                    Mgmt
                 12 Authority for the Company to Purchase Its Own Shares                   For       For                    Mgmt
                    (Special Resolution)







Mtg          Company/                                                                      Mgmt      Vote      Record
Date         Ballot Issues                                                    Security     Rec       Cast      Date         Prpnent
---------    -----------------------------------------------------------      --------     ----      ----      ---------    -------
                                                                                                          
5/4/2004     Great Plains Energy, Inc. *GXP*                                  391164100                        2/27/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt


4/20/2004    Hawaiian Electric Industries, Inc. *HE*                          419870100                        2/11/2004
                  1 Elect Directors                                                        For       Split                  Mgmt
                1.1 Elect Director Victor Hao Li, S.J.D.                                             For
                1.2 Elect Director T. Michael May                                                    For
                1.3 Elect Director Diane J. Plotts                                                   For
                1.4 Elect Director Kelvin H. Taketa                                                  For
                1.5 Elect Director Jeffrey N. Watanabe                                               Withhold
                  2 Ratify Auditors                                                        For       For                    Mgmt


5/7/2004     Health Care Property Investors, Inc. *HCP*                       421915109                        3/24/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Increase Authorized Common Stock                                       For       Against                Mgmt
                  3 Declassify the Board of Directors                                      For       For                    Mgmt
                  4 Ratify Auditors                                                        For       For                    Mgmt


5/11/2004    Healthcare Realty Trust, Inc. *HR*                               421946104                        3/11/2004
                  1 Elect Directors                                                        For       For                    Mgmt


4/28/2004    Hershey Foods Corp. *HSY*                                        427866108                        3/1/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt


4/21/2004    Hibernia Corp. *HIB*                                             428656102                        2/25/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt


2/12/2004    Hillenbrand Industries, Inc. *HB*                                431573104                        12/17/2003
                  1 Elect Directors                                                        For       Split                  Mgmt
                1.1 Elect Director Ray J. Hillenbrand as Class II                                    Withhold
                    Director
                1.2 Elect Director Anne Griswold Peirce as Class II                                  For
                    Director
                1.3 Elect Director Peter H. Soderberg as Class II                                    For
                    Director
                  2 Elect Director Joanne C. Smith as Class III Director                   For       For                    Mgmt
                  3 Ratify Auditors                                                        For       For                    Mgmt







Mtg          Company/                                                                      Mgmt      Vote      Record
Date         Ballot Issues                                                    Security     Rec       Cast      Date         Prpnent
---------    -----------------------------------------------------------      --------     ----      ----      ---------    -------
                                                                                                          
1/27/2004    Hormel Foods Corp. *HRL*                                         440452100                        12/1/2003
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt


5/3/2004     Hubbell Incorporated *HUB.B*                                     443510201                        3/5/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt


5/11/2004    International Flavors & Fragrances Inc. *IFF*                    459506101                        3/23/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Prohibit Auditor from Providing Non-Audit Services                     Against   Against                ShrHoldr


5/3/2004     Jefferson-Pilot Corp. *JP*                                       475070108                        3/1/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Approve Non-Employee Director Stock Option Plan                        For       For                    Mgmt


4/22/2004    Johnson & Johnson *JNJ*                                          478160104                        2/24/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Cease Charitable Contributions                                         Against   Against                ShrHoldr


4/23/2004    Kellogg Co. *K*                                                  487836108                        3/4/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Report on Genetically Modified Organisms (GMO)                         Against   Against                ShrHoldr


5/20/2004    KeySpan Corporation *KSE*                                        49337W100                        3/22/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Submit Shareholder Rights Plan (Poison Pill) to                        Against   For                    ShrHoldr
                    Shareholder Vote


4/29/2004    Kimberly-Clark Corp. *KMB*                                       494368103                        3/1/2004
                  1 Elect Directors                                                        For       Withhold               Mgmt
                  2 Amend Omnibus Stock Plan                                               For       For                    Mgmt
                  3 Ratify Auditors                                                        For       For                    Mgmt
                  4 Submit Shareholder Rights Plan (Poison Pill) to                        Against   For                    ShrHoldr
                    Shareholder Vote







Mtg          Company/                                                                      Mgmt      Vote      Record
Date         Ballot Issues                                                    Security     Rec       Cast      Date         Prpnent
---------    -----------------------------------------------------------      --------     ----      ----      ---------    -------
                                                                                                          
5/20/2004    Kimco Realty Corp. *KIM*                                         49446R109                        3/22/2004
                  1 Elect Directors                                                        For       Split                  Mgmt
                1.1 Elect Director Martin Kimmel                                                     Withhold
                1.2 Elect Director Milton Cooper                                                     Withhold
                1.3 Elect Director Richard G. Dooley                                                 Withhold
                1.4 Elect Director Michael Flynn                                                     Withhold
                1.5 Elect Director Joe Grills                                                        For
                1.6 Elect Director David Henry                                                       Withhold
                1.7 Elect Director F. Patrick Hughes                                                 For
                1.8 Elect Director Frank Lourenso                                                    Withhold
                1.9 Elect Director Richard Saltzman                                                  For
                  2 Amend Stock Option Plan                                                For       For                    Mgmt
                  3 Separate Chairman and CEO Positions                                    Against   For                    ShrHoldr


5/4/2004     Knight-Ridder, Inc. *KRI*                                        499040103                        3/15/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt


4/27/2004    Kraft Foods Inc *KFT*                                            50075N104                        3/3/2004
                  1 Elect Directors                                                        For       Split                  Mgmt
                1.1 Elect Director Louis C. Camilleri                                                Withhold
                1.2 Elect Director Roger K. Deromedi                                                 Withhold
                1.3 Elect Director Dinyar S. Devitre                                                 Withhold
                1.4 Elect Director W. James Farrell                                                  For
                1.5 Elect Director Betsy D. Holden                                                   Withhold
                1.6 Elect Director John C. Pope                                                      For
                1.7 Elect Director Mary L. Schapiro                                                  For
                1.8 Elect Director Charles R. Wall                                                   Withhold
                1.9 Elect Director Deborah C. Wright                                                 For
                  2 Ratify Auditors                                                        For       For                    Mgmt


11/17/2003   Lancaster Colony Corp. *LANC*                                    513847103                        9/19/2003
                  1 Elect Directors                                                        For       For                    Mgmt


5/5/2004     Leggett & Platt, Inc. *LEG*                                      524660107                        3/15/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Amend Employee Stock Purchase Plan                                     For       For                    Mgmt
                  4 Approve Executive Incentive Bonus Plan                                 For       For                    Mgmt







Mtg          Company/                                                                      Mgmt      Vote      Record
Date         Ballot Issues                                                    Security     Rec       Cast      Date         Prpnent
---------    -----------------------------------------------------------      --------     ----      ----      ---------    -------
                                                                                                          
5/5/2004     Liberty Property Trust *LRY*                                     531172104                        3/7/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Amend Stock Ownership Limitations                                      For       For                    Mgmt
                  3 Amend Articles                                                         For       For                    Mgmt
                  4 Amend Omnibus Stock Plan                                               For       For                    Mgmt


4/29/2004    Lincoln Electric Holdings, Inc. *LECO*                           533900106                        3/18/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt


5/13/2004    Lincoln National Corp. *LNC*                                     534187109                        2/20/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Approve Deferred Compensation Plan                                     For       For                    Mgmt


5/20/2004    Mack-Cali Realty Corp. *CLI*                                     554489104                        4/6/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Approve Omnibus Stock Plan                                             For       For                    Mgmt
                  4 Adopt a Policy Governing Related Party Transactions                    Against   Against                ShrHoldr


5/6/2004     Magna International Inc. *MG.A*                                  559222401                        3/23/2004
                  1 Elect Directors                                                        For       Withhold               Mgmt
                  2 Ratify Ernst & Young LLP as Auditors                                   For       For                    Mgmt


4/28/2004    Marathon Oil Corp *MRO*                                          565849106                        3/1/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Report on Greenhouse Gas Emissions                                     Against   For                    ShrHoldr
                  4 Submit Severance Agreement (Change-in-Control) to                      Against   For                    ShrHoldr
                    Shareholder Vote


5/20/2004    Marsh & McLennan Companies, Inc. *MMC*                           571748102                        3/22/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt


4/27/2004    Marshall & Ilsley Corp. *MI*                                     571834100                        3/1/2004
                  1 Elect Directors                                                        For       For                    Mgmt


4/27/2004    MDU Resources Group, Inc. *MDU*                                  552690109                        2/27/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Amend Non-Employee Director Omnibus Stock Plan                         For       Against                Mgmt







Mtg          Company/                                                                      Mgmt      Vote      Record
Date         Ballot Issues                                                    Security     Rec       Cast      Date         Prpnent
---------    -----------------------------------------------------------      --------     ----      ----      ---------    -------
                                                                                                          
5/11/2004    Mercantile Bankshares Corp. *MRBK*                               587405101                        4/2/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Amend Omnibus Stock Plan                                               For       For                    Mgmt
                  4 Amend Deferred Compensation Plan                                       For       For                    Mgmt


4/27/2004    Merck & Co., Inc. *MRK*                                          589331107                        2/24/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Declassify the Board of Directors                                      For       For                    Mgmt
                  4 Prohibit Awards to Executives                                          Against   Against                ShrHoldr
                  5 Develop Ethical Criteria for Patent Extension                          Against   Against                ShrHoldr
                  6 Link Executive Compensation to Social Issues                           Against   Against                ShrHoldr
                  7 Report on Political Contributions                                      Against   Against                ShrHoldr
                  8 Report on Operational Impact of HIV/AIDS, TB, and                      Against   Against                ShrHoldr
                    Malaria Pandemic


5/12/2004    Mercury General Corp. *MCY*                                      589400100                        3/15/2004
                  1 Elect Directors                                                        For       For                    Mgmt


4/27/2004    National City Corp. *NCC*                                        635405103                        3/5/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Approve Omnibus Stock Plan                                             For       For                    Mgmt
                  3 Amend Executive Incentive Bonus Plan                                   For       For                    Mgmt
                  4 Ratify Auditors                                                        For       For                    Mgmt


4/28/2004    National Commerce Financial Corporation *NCF*                    63545P104                        3/1/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt


2/19/2004    National Fuel Gas Co. *NFG*                                      636180101                        12/22/2003
                  1 Elect Directors                                                        For       Split                  Mgmt
                1.1 Elect Director Philip C. Ackerman                                                For
                1.2 Elect Director Bernard S. Lee                                                    Withhold
                  2 Ratify Auditors                                                        For       Against                Mgmt
                    Shareholder Proposal
                  3 Limit Awards to Executives                                             Against   Against                ShrHoldr


1/21/2004    New Jersey Resources Corp. *NJR*                                 646025106                        12/12/2003
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt







Mtg          Company/                                                                      Mgmt      Vote      Record
Date         Ballot Issues                                                    Security     Rec       Cast      Date         Prpnent
---------    -----------------------------------------------------------      --------     ----      ----      ---------    -------
                                                                                                          
5/12/2004    New Plan Excel Realty Trust, Inc. *NXL*                          648053106                        3/1/2004
                  1 Elect Directors                                                        For       For                    Mgmt


4/15/2004    Nicor Inc. *GAS*                                                 654086107                        2/17/2004
                  1 Elect Directors                                                        For       Split                  Mgmt
                1.1 Elect Director Robert M. Beavers, Jr.                                            For
                1.2 Elect Director Bruce P. Bickner                                                  For
                1.3 Elect Director John H. Birdsall, III                                             Withhold
                1.4 Elect Director Thomas A. Donahoe                                                 For
                1.5 Elect Director Thomas L. Fisher                                                  For
                1.6 Elect Director John E. Jones                                                     For
                1.7 Elect Director Dennis J. Keller                                                  For
                1.8 Elect Director William A. Osborn                                                 For
                1.9 Elect Director John Rau                                                          For
               1.10 Elect Director John F. Riordan                                                   For
               1.11 Elect Director Russ M. Strobel                                                   For
               1.12 Elect Director Patricia A. Wier                                                  For
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Submit Shareholder Rights Plan (Poison Pill) to                        Against   For                    ShrHoldr
                    Shareholder Vote


3/11/2004    Nordson Corp. *NDSN*                                             655663102                        1/14/2004
                  1 Elect Directors                                                        For       Split                  Mgmt
                1.1 Elect Director William D. Ginn                                                   Withhold
                1.2 Elect Director Stephen R. Hardis                                                 Withhold
                1.3 Elect Director William L. Robinson                                               For
                1.4 Elect Director Benedict P. Rosen                                                 For
                  2 Approve Omnibus Stock Plan                                             For       Against                Mgmt
                  3 Approve Executive Incentive Bonus Plan                                 For       For                    Mgmt


4/27/2004    North Fork Bancorporation, Inc. *NFB*                            659424105                        3/1/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt


2/24/2004    Novartis AG  *NVS*                                               66987V109                        1/30/2004
                    Meeting for Holders of ADRs
                  1 Approval of the Annual Report, the Financial Statements                For       For                    Mgmt
                    of Novartis AG and the Group Consolidated Financial
                    Statements for the Year 2003.
                  2 Approval of the Activities of the Board of Directors.                  For       For                    Mgmt
                  3 Appropriation of Available Earnings of Novartis AG as                  For       For                    Mgmt
                    per Balance Sheet and Declaration of Dividend.
                  4 Conversion of General Reserves Into Free Reserves.                     For       For                    Mgmt
                  5 Reduction of Share Capital.                                            For       For                    Mgmt
                  6 Further Share Repurchase Program.                                      For       For                    Mgmt
                  7 Amendment to the Articles of Incorporation.                            For       For                    Mgmt







Mtg          Company/                                                                      Mgmt      Vote      Record
Date         Ballot Issues                                                    Security     Rec       Cast      Date         Prpnent
---------    -----------------------------------------------------------      --------     ----      ----      ---------    -------
                                                                                                          
                  8 Election to the Board of Directors. Re-election of Prof.               For       For                    Mgmt
                    Dr. Helmut Sihler for a Three-year Term.
                  9 Election to the Board of Directors. Re-election of                     For       For                    Mgmt
                    Mr. Hans-Jorg Rudloff for a Three-year Term.
                 10 Election to the Board of Directors. Re-election of                     For       For                    Mgmt
                    Dr. Daniel Vasella for a Three-year Term.
                 11 Ratify Auditors                                                        For       For                    Mgmt


4/29/2004    NSTAR *NST*                                                      67019E107                        3/8/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Report on Charitable Contributions                                     Against   Against                ShrHoldr


4/30/2004    Occidental Petroleum Corp. *OXY*                                 674599105                        3/3/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Amend Non-Employee Director Restricted Stock Plan                      For       For                    Mgmt
                  4 Prohibit Awards to Executives                                          Against   Against                ShrHoldr


4/29/2004    Old National Bancorp *ONB*                                       680033107                        2/25/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt


6/3/2004     Pennsylvania Real Estate Investment Trust *PEI*                  709102107                        4/20/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt


2/27/2004    Peoples Energy Corp. *PGL*                                       711030106                        12/31/2003
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Approve Omnibus Stock Plan                                             For       For                    Mgmt


4/22/2004    Pfizer Inc. *PFE*                                                717081103                        2/27/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Approve Omnibus Stock Plan                                             For       For                    Mgmt
                  4 Report on Operational Impact of HIV/AIDS, TB,                          Against   Against                ShrHoldr
                    and Malaria Pandemic
                  5 Cease Political Contributions/Activities                               Against   Against                ShrHoldr
                  6 Report on Political Contributions/Activities                           Against   Against                ShrHoldr
                  7 Establish Term Limits for Directors                                    Against   Against                ShrHoldr
                  8 Report on Drug Pricing                                                 Against   Against                ShrHoldr
                  9 Limit Awards to Executives                                             Against   Against                ShrHoldr
                 10 Amend Animal Testing Policy                                            Against   Against                ShrHoldr







Mtg          Company/                                                                      Mgmt      Vote      Record
Date         Ballot Issues                                                    Security     Rec       Cast      Date         Prpnent
---------    -----------------------------------------------------------      --------     ----      ----      ---------    -------
                                                                                                          
2/27/2004    Piedmont Natural Gas Co., Inc. *PNY*                             720186105                        1/9/2004
             A.1    Elect Director Jerry W. Amos                                           For       For                    Mgmt
             A.2    Elect Director D. Hayes Clement                                        For       For                    Mgmt
             A.3    Elect Director Thomas E. Skains                                        For       For                    Mgmt
             A.4    Elect Director Frank B. Holding, Jr.                                   For       For                    Mgmt
             A.5    Elect Director David E. Shi                                            For       For                    Mgmt
             B      Ratify Auditors                                                        For       For                    Mgmt
             C      Approve/Amend Executive Incentive Bonus Plan                           For       For                    Mgmt


5/19/2004    Pinnacle West Capital Corp. *PNW*                                723484101                        3/19/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Report on Nuclear Fuel Storage Risks                                   Against   Against                ShrHoldr


5/10/2004    Pitney Bowes Inc. *PBI*                                          724479100                        3/12/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Report on Political Contributions/Activities                           Against   Against                ShrHoldr


5/4/2004     Plum Creek Timber Company, Inc. *PCL*                            729251108                        3/15/2004
                  1 Elect Directors                                                        For       Split                  Mgmt
                1.1 Elect Director Rick R. Holley                                                    For
                1.2 Elect Director Ian B. Davidson                                                   For
                1.3 Elect Director Robin Josephs                                                     For
                1.4 Elect Director David D. Leland                                                   Withhold
                1.5 Elect Director John G. McDonald                                                  For
                1.6 Elect Director Hamid R. Moghadam                                                 For
                1.7 Elect Director John H. Scully                                                    For
                1.8 Elect Director Stephen C. Tobias                                                 For
                1.9 Elect Director Carl B. Webb                                                      For
                  2 Amend Omnibus Stock Plan                                               For       For                    Mgmt
                  3 Ratify Auditors                                                        For       For                    Mgmt
                  4 Endorse CERES Principles                                               Against   Against                ShrHoldr


4/27/2004    PNC Financial Services Group, Inc. *PNC*                         693475105                        2/27/2004
                  1 Elect Directors                                                        For       Split                  Mgmt
                1.1 Elect Director Paul Chellgren                                                    For
                1.2 Elect Director Robert Clay                                                       For
                1.3 Elect Director J. Gary Cooper                                                    For
                1.4 Elect Director George Davidson, Jr.                                              For
                1.5 Elect Director Richard Kelson                                                    Withhold
                1.6 Elect Director Bruce Lindsay                                                     For
                1.7 Elect Director Anthony Massaro                                                   For
                1.8 Elect Director Thomas O'Brien                                                    For







Mtg          Company/                                                                      Mgmt      Vote      Record
Date         Ballot Issues                                                    Security     Rec       Cast      Date         Prpnent
---------    -----------------------------------------------------------      --------     ----      ----      ---------    -------
                                                                                                          
                1.9 Elect Director Jane Pepper                                                       For
               1.10 Elect Director James Rohr                                                        For
               1.11 Elect Director Lorene Steffes                                                    For
               1.12 Elect Director Dennis Strigl                                                     For
               1.13 Elect Director Stephen Thieke                                                    For
               1.14 Elect Director Thomas Usher                                                      For
               1.15 Elect Director Milton Washington                                                 For
               1.16 Elect Director Helge Wehmeier                                                    For


5/18/2004    PNM Resources Inc *PNM*                                          69349H107                        3/30/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt


4/22/2004    Polaris Industries, Inc. *PII*                                   731068102                        3/1/2004
                  1 Elect Directors                                                        For       Split                  Mgmt
                1.1 Elect Director Andris A. Baltins                                                 Withhold
                1.2 Elect Director Thomas C. Tiller                                                  For
                  2 Approve Executive Incentive Bonus Plan                                 For       For                    Mgmt
                  3 Approve Long Term Incentive Plan                                       For       For                    Mgmt
                  4 Amend Stock Option Plan                                                For       For                    Mgmt
                  5 Other Business                                                         For       Against                Mgmt


4/15/2004    PPG Industries, Inc. *PPG*                                       693506107                        2/17/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt


5/12/2004    Progress Energy, Inc. *PGN*                                      743263105                        3/5/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Prohibit Awards to Executives                                          Against   Against                ShrHoldr


5/18/2004    ProLogis *PLD*                                                   743410102                        3/17/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Approve Non-Employee Director Omnibus Stock Plan                       For       For                    Mgmt
                  3 Ratify Auditors                                                        For       For                    Mgmt


5/18/2004    Questar Corp. *STR*                                              748356102                        3/22/2004
                  1 Elect Directors                                                        For       Split                  Mgmt
                1.1 Elect Director Teresa Beck                                                       For
                1.2 Elect Director R.D. Cash                                                         For
                1.3 Elect Director Robert E. McKee III                                               Withhold
                1.4 Elect Director Gary G. Michael                                                   For
                1.5 Elect Director Charles B. Stanley                                                For
                  2 Approve Executive Incentive Bonus Plan                                 For       For                    Mgmt







Mtg          Company/                                                                      Mgmt      Vote      Record
Date         Ballot Issues                                                    Security     Rec       Cast      Date         Prpnent
---------    -----------------------------------------------------------      --------     ----      ----      ---------    -------
                                                                                                          
2/23/2004    R. R. Donnelley & Sons Co. *RRD*                                 257867101                        1/15/2004
                  1 Issue Shares in Connection with an Acquisition                         For       For                    Mgmt
                  2 Approve Omnibus Stock Plan                                             For       For                    Mgmt


4/14/2004    R. R. Donnelley & Sons Co. *RRD*                                 257867101                        3/1/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Sale of Company Assets                                                 Against   Against                ShrHoldr
                  3 Expense Stock Options                                                  Against   For                    ShrHoldr


6/8/2004     Regions Financial Corp. *RF*                                     758940100                        4/27/2004
                  1 Approve Merger Agreement                                               For       For                    Mgmt
                  2 Elect Directors                                                        For       Split                  Mgmt
                2.1 Elect Director Margaret H. Greene                                                Withhold
                2.2 Elect Director Carl E. Jones, Jr.                                                For
                2.3 Elect Director Susan W. Matlock                                                  For
                2.4 Elect Director John H. Watson                                                    For
                  3 Ratify Auditors                                                        For       For                    Mgmt
                  4 Adjourn Meeting                                                        For       Against                Mgmt
                  5 Require a Majority Vote for the Election of Directors                  Against   Against                ShrHoldr


2/4/2004     Rockwell Automation Inc *ROK*                                    773903109                        12/8/2003
             A.1    Elect Director Don H. Davis, Jr.                                       For       For                    Mgmt
             A.2    Elect Director William H. Gray, III                                    For       For                    Mgmt
             A.3    Elect Director William T. McCormick, Jr.                               For       For                    Mgmt
             A.4    Elect Director Keith D. Nosbusch                                       For       For                    Mgmt
             B      Ratify Auditors                                                        For       For                    Mgmt
             C      Amend Omnibus Stock Plan                                               For       For                    Mgmt


2/27/2004    Royal Bank Of Canada *RY.*                                       780087102                        1/9/2004
                    Management Proposals
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Deloitte & Touche LLP as Auditors                               For       For                    Mgmt
                    Shareholder Proposals
                  3 Adopt By-Law Prohibiting CEO from Sitting on Other Boards              Against   Against                ShrHoldr
                  4 Disclose Total Value of Pension Benefits of Senior Executives          Against   Against                ShrHoldr
                  5 Adopt By-Law Providing that Insiders Give Notice of                    Against   Against                ShrHoldr
                    Stock Trades and Stock Option Exercise
                  6 Provide Written Response to Question Raised at Annual                  Against   Against                ShrHoldr
                    Meeting by the Same Bank Representative who Answered the
                    Question at the Annual Meeting







Mtg          Company/                                                                      Mgmt      Vote      Record
Date         Ballot Issues                                                    Security     Rec       Cast      Date         Prpnent
---------    -----------------------------------------------------------      --------     ----      ----      ---------    -------
                                                                                                          
6/28/2004    Royal Dutch Petroleum Co. *RD*                                   780257804                        5/20/2004
                    Meeting for Holders of ADRs
                  1 Finalization of the Balance Sheet as at December 31,                   For       For                    Mgmt
                    2003, the Profit and Loss Account for the Year 2003 and
                    the Notes to the Balance Sheet and the Profit and Loss
                    Account.
                  2 Declaration of the Total Dividend for the Year 2003.                   For       For                    Mgmt
                  3 Discharge of the Managing Directors of Responsibility in               For       Against                Mgmt
                    Respect of their Management for the Year 2003.
                  4 Discharge of the Members of the Supervisory Board of                   For       Against                Mgmt
                    Responsibility for their Supervision for the Year 2003.
                  5 Appointment of Ms. L.Z. Cook as a Managing Director of                 For       For                    Mgmt
                    the Company.*
                  6 Appointment of Mrs. Ch. Morin-Postel as a Member of the                For       For                    Mgmt
                    Supervisory Board.*
                  7 Appointment of Mr. M.A. Van Den Bergh as a Member of the               For       For                    Mgmt
                    Supervisory Board owing to Retirement by Rotation.*
                  8 Reduction of the Issued Share Capital with a View to                   For       For                    Mgmt
                    Cancellation of the Shares Acquired by the Company in
                    its Own Capital.
                  9 Authorization of the Board of Management, Pursuant to                  For       For                    Mgmt
                    Article 98, Book 2 of the Netherlands Civil Code, as the
                    Competent Body to Acquire Shares in the Capital of the
                    Company.


4/30/2004    SBC Communications Inc. *SBC*                                    78387G103                        3/2/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Amend Bylaws                                                           For       For                    Mgmt
                  4 Report on Political Contributions/Activities                           Against   Against                ShrHoldr
                  5 Change Size of Board of Directors                                      Against   Against                ShrHoldr


4/29/2004    SCANA Corporation *SCG*                                          80589M102                        3/10/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Approve Outside Director Stock Awards in Lieu of Cash                  For       For                    Mgmt
                  3 Ratify Auditors                                                        For       For                    Mgmt


5/4/2004     Sempra Energy *SRE*                                              816851109                        3/9/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Approve Omnibus Stock Plan                                             For       For                    Mgmt
                  3 Ratify Auditors                                                        For       For                    Mgmt
                  4 Declassify the Board of Directors                                      Against   For                    ShrHoldr
                  5 Submit Shareholder Rights Plan (Poison Pill) to                        Against   For                    ShrHoldr
                    Shareholder Vote
                  6 Prohibit Auditor from Providing Non-Audit Services                     Against   Against                ShrHoldr
                  7 Separate Chairman and CEO Positions                                    Against   For                    ShrHoldr







Mtg          Company/                                                                      Mgmt      Vote      Record
Date         Ballot Issues                                                    Security     Rec       Cast      Date         Prpnent
---------    -----------------------------------------------------------      --------     ----      ----      ---------    -------
                                                                                                          
6/28/2004    Shell Transport And Trading Company Plc (The) *SC*               822703609                        5/20/2004
                    Meeting for Holders of ADRs
                  1 That the Report of the Directors and the Accounts of the               For       For                    Mgmt
                    Company for the Year Ended December 31, 2003 be Adopted.
                  2 That the Remuneration Report for the Year Ended December               For       For                    Mgmt
                    31, 2003 set out in the Annual Report and Accounts 2003
                    and Summarised in the Summary Annual Report and Accounts
                    2003 be Approved.
                  3 That Malcolm Brinded be Elected as a Director.                         For       For                    Mgmt
                  4 That Dr. Eileen Buttle be Re-elected as a Director.                    For       For                    Mgmt
                  5 That Luis Giusti be Re-elected as a Director.                          For       For                    Mgmt
                  6 That Mary (Nina) Henderson be Re-elected as a Director.                For       For                    Mgmt
                  7 That Lord Oxburgh be Re-elected as a Director.                         For       For                    Mgmt
                  8 Ratify Auditors.                                                       For       For                    Mgmt
                  9 That the Board be Authorised to Settle the Remuneration                For       For                    Mgmt
                    of the Auditors for 2004.
                 10 That the Company be Authorised to make Market Purchases                For       For                    Mgmt
                    (As Defined in Section 163 of the Companies Act 1985) of
                    up to 483,000,000 Ordinary Shares of 25P Per Share in
                    the Capital of the Company.


5/5/2004     Simon Property Group, Inc. *SPG*                                 828806109                        3/8/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Separate Chairman and CEO Positions                                    Against   For                    ShrHoldr


5/13/2004    SLM Corp. *SLM*                                                  78442P106                        3/15/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Approve Omnibus Stock Plan                                             For       For                    Mgmt
                  3 Ratify Auditors                                                        For       For                    Mgmt


4/22/2004    Snap-on Incorporated *SNA*                                       833034101                        2/23/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt


4/21/2004    Sonoco Products Co. *SON*                                        835495102                        2/20/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Seek Sale of Company/Assets                                            Against   Against                ShrHoldr







Mtg          Company/                                                                      Mgmt      Vote      Record
Date         Ballot Issues                                                    Security     Rec       Cast      Date         Prpnent
---------    -----------------------------------------------------------      --------     ----      ----      ---------    -------
                                                                                                          
5/26/2004    Southern Company *SO*                                            842587107                        3/29/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Approve Outside Director Stock in Lieu of Cash                         For       For                    Mgmt


4/21/2004    SouthTrust Corp. *SOTR*                                          844730101                        2/20/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Approve Executive Incentive Bonus Plan                                 For       For                    Mgmt
                  4 Approve Omnibus Stock Plan                                             For       For                    Mgmt


5/6/2004     Sunoco, Inc. *SUN*                                               86764P109                        2/10/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt


4/20/2004    SunTrust Banks, Inc. *STI*                                       867914103                        2/20/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Approve Omnibus Stock Plan                                             For       For                    Mgmt


4/22/2004    Synovus Financial Corp. *SNV*                                    87161C105                        2/17/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt


4/30/2004    Teleflex Inc. *TFX*                                              879369106                        3/2/2004
                  1 Elect Directors                                                        For       Split                  Mgmt
                1.1 Elect Director Patricia C. Barron                                                For
                1.2 Elect Director Donald Beckman                                                    Withhold
                1.3 Elect Director James W. Zug                                                      For
                  2 Ratify Auditors                                                        For       For                    Mgmt


5/18/2004    The Allstate Corp. *ALL*                                         020002101                        3/19/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Amend Executive Incentive Bonus Plan                                   For       For                    Mgmt
                  4 Amend Executive Incentive Bonus Plan                                   For       For                    Mgmt
                  5 Provide for Cumulative Voting                                          Against   For                    ShrHoldr


4/13/2004    The Bank Of New York Co., Inc. *BK*                              064057102                        2/23/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Amend Executive Incentive Bonus Plan                                   For       For                    Mgmt
                  4 Report on Political Contributions                                      Against   Against                ShrHoldr







Mtg          Company/                                                                      Mgmt      Vote      Record
Date         Ballot Issues                                                    Security     Rec       Cast      Date         Prpnent
---------    -----------------------------------------------------------      --------     ----      ----      ---------    -------
                                                                                                          
                  5 Limit Executive Compensation                                           Against   Against                ShrHoldr
                  6 Limit Composition of Committee to Independent Directors                Against   Against                ShrHoldr
                  7 Submit Shareholder Rights Plan (Poison Pill) to                        Against   For                    ShrHoldr
                    Shareholder Vote


4/27/2004    The Chubb Corp. *CB*                                             171232101                        3/8/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Approve Omnibus Stock Plan                                             For       For                    Mgmt
                  3 Approve Non-Employee Director Omnibus Stock Plan                       For       For                    Mgmt
                  4 Ratify Auditors                                                        For       For                    Mgmt
                  5 Report on Political Contributions/Activities                           Against   Against                ShrHoldr


11/19/2003   The Clorox Company *CLX*                                         189054109                        9/22/2003
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Approve Deferred Compensation Plan                                     For       For                    Mgmt
                  3 Ratify Auditors                                                        For       For                    Mgmt


4/21/2004    The Coca-Cola Company *KO*                                       191216100                        2/23/2004
                  1 Elect Directors                                                        For       Split                  Mgmt
                1.1 Elect Director Herbert A. Allen                                                  For
                1.2 Elect Director Ronald W. Allen                                                   For
                1.3 Elect Director Cathleen P. Black                                                 For
                1.4 Elect Director Warren E. Buffett                                                 Withhold
                1.5 Elect Director Douglas N. Daft                                                   For
                1.6 Elect Director Barry Diller                                                      For
                1.7 Elect Director Donald R. Keough                                                  For
                1.8 Elect Director Susan Bennett King                                                For
                1.9 Elect Director Maria Elena Lagomasino                                            For
               1.10 Elect Director Donald F. Mchenry                                                 For
               1.11 Elect Director Robert L. Nardelli                                                For
               1.12 Elect Director Sam Nunn                                                          For
               1.13 Elect Director J. Pedro Reinhard                                                 For
               1.14 Elect Director James D. Robinson III                                             For
               1.15 Elect Director Peter V. Ueberroth                                                For
               1.16 Elect Director James B. Williams                                                 For
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Report on Operational Impact of HIV/AIDS Pandemic                      For       For                    ShrHoldr
                  4 Report on Stock Option Distribution by Race and Gender                 Against   Against                ShrHoldr
                  5 Prohibit Awards to Executives                                          Against   Against                ShrHoldr
                  6 Submit Executive Compensation to Vote                                  Against   For                    ShrHoldr
                  7 Submit Executive Compensation to Vote                                  Against   Against                ShrHoldr
                  8 Implement China Principles                                             Against   Against                ShrHoldr
                  9 Separate Chairman and CEO Positions                                    Against   For                    ShrHoldr







Mtg          Company/                                                                      Mgmt      Vote      Record
Date         Ballot Issues                                                    Security     Rec       Cast      Date         Prpnent
---------    -----------------------------------------------------------      --------     ----      ----      ---------    -------
                                                                                                          
5/20/2004    The Gillette Co. *G*                                             375766102                        3/22/2004
                  1 Elect Directors                                                        For       Withhold               Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Approve Omnibus Stock Plan                                             For       For                    Mgmt
                  4 Declassify the Board of Directors                                      Against   For                    ShrHoldr
                  5 Prohibit Auditor from Providing Non-Audit Services                     Against   Against                ShrHoldr
                  6 Expense Stock Options                                                  Against   For                    ShrHoldr


6/17/2004    The J. M. Smucker Co. *SJM*                                      832696405                        5/3/2004
                  1 Approve Merger Agreement                                               For       For                    Mgmt
                  2 Adjourn Meeting                                                        For       Against                Mgmt


4/28/2004    The Sherwin-Williams Co. *SHW*                                   824348106                        2/23/2004
                  1 Elect Directors                                                        For       Split                  Mgmt
                1.1 Elect Director James C. Boland                                                   For
                1.2 Elect Director John G. Breen                                                     For
                1.3 Elect Director Duane E. Collins                                                  For
                1.4 Elect Director Christopher M. Connor                                             For
                1.5 Elect Director Daniel E. Evans                                                   For
                1.6 Elect Director Susan J. Kropf                                                    Withhold
                1.7 Elect Director Robert W. Mahoney                                                 For
                1.8 Elect Director Gary E. McCullough                                                For
                1.9 Elect Director A. Malachi Mixon, III                                             For
               1.10 Elect Director Curtis E. Moll                                                    Withhold
               1.11 Elect Director Joseph M. Scaminace                                               For
               1.12 Elect Director Richard K. Smucker                                                For
                  2 Amend Bylaws                                                           For       Against                Mgmt
                  3 Amend Bylaws                                                           For       For                    Mgmt
                  4 Amend Nomination Procedures for the Board                              For       For                    Mgmt
                  5 Ratify Auditors                                                        For       For                    Mgmt


3/25/2004    Toronto Dominion Bank *TD*                                       891160509                        2/10/2004
                    Management Proposals
                  1 Elect Directors                                                        For       Split                  Mgmt
                1.1 Elect Director Hugh J. Bolton                                                    For
                1.2 Elect Director W. Edmund Clark                                                   For
                1.3 Elect Director Marshall A. Cohen                                                 For
                1.4 Elect Director Wendy K. Dobson                                                   For
                1.5 Elect Director Darren Entwistle                                                  Withhold
                1.6 Elect Director Donna M. Hayes                                                    For
                1.7 Elect Director Henry H. Ketcham                                                  For
                1.8 Elect Director Pierre H. Lessard                                                 For
                1.9 Elect Director Brian F. MacNeill                                                 For
               1.10 Elect Director Roger Phillips                                                    For
               1.11 Elect Director Wilbur J. Prezzano                                                For
               1.12 Elect Director Helen K. Sinclair                                                 For







Mtg          Company/                                                                      Mgmt      Vote      Record
Date         Ballot Issues                                                    Security     Rec       Cast      Date         Prpnent
---------    -----------------------------------------------------------      --------     ----      ----      ---------    -------
                                                                                                          
               1.13 Elect Director Donald R. Sobey                                                   For
               1.14 Elect Director Michael D. Sopko                                                  Withhold
               1.15 Elect Director John M. Thompson                                                  For
                  2 Appoint Ernst & Young LLP and PricewaterhouseCoopers LLP               For       For                    Mgmt
                    as Auditors
                  3 Amend By-Law No.1 Re: Aggregate Director Remuneration                  For       For                    Mgmt
                    Shareholder Proposals
                  4 Adopt By-Law Prohibiting CEO from Sitting on Other Boards              Against   Against                ShrHoldr
                  5 Disclose Total Value of Pension Benefits of Senior Executives          Against   For                    ShrHoldr
                  6 Adopt By-Law Providing that Insiders Give Notice of Stock              Against   Against                ShrHoldr
                    Trades and Stock Option Exercise


5/14/2004    Total S.A. (Formerly Total Fina Elf S.A)  *TOT*                  89151E109                        3/24/2004
                    Meeting for Holders of ADRs
                  1 Approval of Certain Reports and of the Parent Company's                For       For                    Mgmt
                    Financial Statements.
                  2 Approval of Consolidated Financial Statements.                         For       For                    Mgmt
                  3 Allocation of Income, Approval of the Dividend.                        For       For                    Mgmt
                  4 Agreements Mentioned in Article L. 225-38 of the French                For       For                    Mgmt
                    Commercial Code.
                  5 Authorization to Trade the Company's Own Shares.                       For       For                    Mgmt
                  6 Authorization for the Board of Directors to Issue Debt                 For       For                    Mgmt
                    Securities and/or Perpetual Subordinated Notes for a
                    Maximum Nominal Amount of 10 Billion Euros.
                  7 Elect Directors.                                                       For       For                    Mgmt
                  8 Appointment of Daniel Boeuf as a Director Representing                 For       For                    Mgmt
                    Employee Shareholders in Application of Article 11 of
                    the Articles of Incorporation.
                  9 Appointment of Philippe Marchandise as a Director                      Against   Against                Mgmt
                    Representing Employee Shareholders in Application of
                    Article 11 of the Articles of Incorporation.
                 10 Appointment of Cyril Mouche as a Director Representing                 Against   Against                Mgmt
                    Employee Shareholders in Application of Article 11 of
                    the Articles of Incorporation.
                 11 Appointment of Alan Cramer as a Director Representing                  Against   Against                Mgmt
                    Employee Shareholders in Application of Article 11 of
                    the Articles of Incorporation.
                 12 Ratify Auditors.                                                       For       For                    Mgmt
                 13 Renewal of Statutory Auditors.                                         For       For                    Mgmt
                 14 Ratify Auditors.                                                       For       For                    Mgmt
                 15 Ratify Auditors.                                                       For       For                    Mgmt
                 16 Determination of the Total Amount of Directors                         For       For                    Mgmt
                    Compensation.
                 17 Authorization to Award Options to Subscribe for or                     For       For                    Mgmt
                    Purchase Stock of the Company in Favour of the
                    Management and Key Employees of the Group.
                 18 Authorization for Issuing Convertible or Other Equity                  For       For                    Mgmt
                    Securities.







Mtg          Company/                                                                      Mgmt      Vote      Record
Date         Ballot Issues                                                    Security     Rec       Cast      Date         Prpnent
---------    -----------------------------------------------------------      --------     ----      ----      ---------    -------
                                                                                                          
                 19 Authorization to use the above Delegation without                      For       For                    Mgmt
                    Maintenance of Preferential Subscription Rights, but
                    with an Option to Grant a Priority Period.
                 20 Capital Increase Reserved for Employees.                               For       For                    Mgmt


5/12/2004    Unilever N.V.  *UN*                                              904784709                        3/24/2004
                    Meeting for Holders of ADRs
                  1 Adoption of the Annual Accounts and Appropriation of the               For       For                    Mgmt
                    Profit for the 2003 Financial Year.
                  2 Discharge of the Members of the Board of Directors.                    For       For                    Mgmt
                  3 Corporate Governance and Alterations to the Articles of                For       For                    Mgmt
                    Association.
                  4 Elect Directors.                                                       For       For                    Mgmt
                  5 Remuneration of Non-executive Directors.                               For       For                    Mgmt
                  6 Ratify Auditors.                                                       For       For                    Mgmt
                  7 Designation, in Accordance with Articles 96 and 96A of                 For       Against                Mgmt
                    Book 2 of the Netherlands Civil Code, of the Board of
                    Directors as the Company Body Authorized in Respect of
                    the Issue of Shares in the Company.
                  8 Authorization, in Accordance With Article 98 of Book 2                 For       For                    Mgmt
                    of the Netherlands Civil Code, of the Board of Directors
                    to Purchase Shares in the Company and Depositary
                    Receipts Therefor.
                  9 Authorization, in Accordance With Article 119 of Book 2                For       For                    Mgmt
                    of the Netherlands Civil Code, of the Board of Directors
                    to Determine a Registration Time for the Exercise of the
                    Rights to Attend the General Meeting and to vote
                    thereat.


5/12/2004    Unilever Plc  *UL*                                               904767704                        3/18/2004
                    Meeting for Holders of ADRs

                  1 To Receive the Report & Accounts for the Year Ended                    For       For                    Mgmt
                    December 31, 2003.
                  2 To Approve the Directors Remuneration Report for the                   For       For                    Mgmt
                    Year Ended December 31, 2003.
                  3 To Declare a Dividend of 11.92 Pence on the Ordinary                   For       For                    Mgmt
                    Shares.
                  4 Elect Directors.                                                       For       For                    Mgmt
                  5 Ratify Auditors.                                                       For       For                    Mgmt
                  6 To Authorize the Directors to Fix the Auditors                         For       For                    Mgmt
                    Remuneration.
                  7 To Renew the Authority to Directors to Issue Shares.                   For       For                    Mgmt
                  8 To Renew the Authority to Directors to Disapply                        For       For                    Mgmt
                    Pre-emption Rights.
                  9 To Renew the Authority to the Company to Purchase its                  For       For                    Mgmt
                    own Shares.
                 10 To Change the Articles to Reflect Corporate Governance                 For       For                    Mgmt
                    Changes--appendix 1 to Notice of Meeting.
                 11 To Change the Articles for Treasury Shares and other                   For       For                    Mgmt
                    Minor Changes--appendix 2 to Notice of Meeting.







Mtg          Company/                                                                      Mgmt      Vote      Record
Date         Ballot Issues                                                    Security     Rec       Cast      Date         Prpnent
---------    -----------------------------------------------------------      --------     ----      ----      ---------    -------
                                                                                                          
6/8/2004     Union Planters Corp. *UPC*                                       908068109                        4/21/2004
                  1 Approve Merger Agreement                                               For       For                    Mgmt
                  2 Elect Directors                                                        For       For                    Mgmt
                  3 Ratify Auditors                                                        For       For                    Mgmt
                  4 Adjourn Meeting                                                        For       Against                Mgmt
                  5 Limit Executive Compensation                                           Against   Against                ShrHoldr


5/4/2004     United Dominion Realty Trust, Inc. *UDR*                         910197102                        3/1/2004
                  1 Elect Directors                                                        For       Split                  Mgmt
                1.1 Elect Director Eric J. Foss                                                      For
                1.2 Elect Director Robert P. Freeman                                                 For
                1.3 Elect Director Jon A. Grove                                                      Withhold
                1.4 Elect Director James D. Klingbeil                                                Withhold
                1.5 Elect Director Robert C. Larson                                                  For
                1.6 Elect Director Thomas R. Oliver                                                  For
                1.7 Elect Director Lynne B. Sagalyn                                                  For
                1.8 Elect Director Mark J. Sandler                                                   For
                1.9 Elect Director Robert W. Scharar                                                 For
                1.1 Elect Director Thomas W. Toomey                                                  For
                  2 Ratify Auditors                                                        For       For                    Mgmt


5/5/2004     Unitrin, Inc. *UTR*                                              913275103                        3/15/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Approve Executive Incentive Bonus Plan                                 For       For                    Mgmt
                  3 Amend Non-Employee Director Stock Option Plan                          For       For                    Mgmt


4/28/2004    Vectren Corp. *VVC*                                              92240G101                        3/5/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Expense Stock Options                                                  Against   For                    ShrHoldr


4/28/2004    Verizon Communications *VZ*                                      92343V104                        3/1/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Restore or Provide for Cumulative Voting                               Against   For                    ShrHoldr
                  4 Require Majority of Independent Directors on Board                     Against   Against                ShrHoldr
                  5 Separate Chairman and CEO Positions                                    Against   For                    ShrHoldr
                  6 Submit Shareholder Rights Plan (Poison Pill) to                        Against   Against                ShrHoldr
                    Shareholder Vote
                  7 Submit Executive Compensation to Vote                                  Against   For                    ShrHoldr
                  8 Prohibit Awards to Executives                                          Against   Against                ShrHoldr







Mtg          Company/                                                                      Mgmt      Vote      Record
Date         Ballot Issues                                                    Security     Rec       Cast      Date         Prpnent
---------    -----------------------------------------------------------      --------     ----      ----      ---------    -------
                                                                                                          
                  9 Report on Stock Option Distribution by Race and Gender                 Against   Against                ShrHoldr
                 10 Report on Political Contributions/Activities                           Against   Against                ShrHoldr
                 11 Cease Charitable Contributions                                         Against   Against                ShrHoldr


5/14/2004    Vulcan Materials Co. *VMC*                                       929160109                        3/15/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Approve Non-Employee Director Restricted Stock Plan                    For       For                    Mgmt
                  3 Ratify Auditors                                                        For       For                    Mgmt


1/21/2004    Washington Federal, Inc. *WFSL*                                  938824109                        11/28/2003
                  1 Elect Directors                                                        For       Split                  Mgmt
                1.1 Elect Director Thomas F. Kenney                                                  For
                1.2 Elect Director Derek L. Chinn                                                    Withhold
                1.3 Elect Director W. Alden Harris                                                   Withhold
                1.4 Elect Director Guy C. Pinkerton                                                  For
                  2 Ratify Auditors                                                        For       For                    Mgmt


4/20/2004    Washington Mutual, Inc *WM*                                      939322103                        2/27/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Limit Executive Compensation                                           Against   Against                ShrHoldr


5/20/2004    Washington Real Estate Investment Trust *WRE*                    939653101                        3/17/2004
                  1 Elect Directors                                                        For       Split                  Mgmt
                1.1 Elect Trustee Edmund B. Cronin, Jr.                                              For
                1.2 Elect Trustee John P. McDaniel                                                   For
                1.3 Elect Trustee David M. Osnos                                                     Withhold
                  2 Authorize New Class of Preferred Stock                                 For       For                    Mgmt


4/23/2004    Weingarten Realty Investors *WRI*                                948741103                        3/5/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Limit Awards to Executives                                             Against   For                    ShrHoldr


4/27/2004    Wells Fargo & Company *WFC*                                      949746101                        3/9/2004
                  1 Elect Directors                                                        For       Split                  Mgmt
                1.1 Elect Director J.A. Blanchard III                                                For
                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







Mtg          Company/                                                                      Mgmt      Vote      Record
Date         Ballot Issues                                                    Security     Rec       Cast      Date         Prpnent
---------    -----------------------------------------------------------      --------     ----      ----      ---------    -------
                                                                                                          
                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
                  3 Ratify Auditors                                                        For       For                    Mgmt
                  4 Expense Stock Options                                                  Against   For                    ShrHoldr
                  5 Limit Executive Compensation                                           Against   Against                ShrHoldr
                  6 Link Executive Compensation to Social Issues                           Against   Against                ShrHoldr
                  7 Report on Political Contributions/Activities                           Against   Against                ShrHoldr


3/2/2004     WGL Holdings, Inc. *WGL*                                         92924F106                        1/12/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Provide for Cumulative Voting                                          Against   For                    ShrHoldr


4/15/2004    Wilmington Trust Corp. *WL*                                      971807102                        3/8/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Approve Employee Stock Purchase Plan                                   For       For                    Mgmt
                  3 Approve Executive Incentive Bonus Plan                                 For       For                    Mgmt


5/5/2004     Wisconsin Energy Corp. *WEC*                                     976657106                        2/25/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Declassify the Board of Directors                                      For       For                    Mgmt


3/9/2004     Wm. Wrigley Jr. Co. *WWY*                                        982526105                        1/15/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Amend Omnibus Stock Plan                                               For       For                    Mgmt
                  3 Ratify Auditors                                                        For       For                    Mgmt


5/13/2004    WPS Resources Corp. *WPS*                                        92931B106                        3/24/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt


4/22/2004    Wyeth *WYE*                                                      983024100                        3/12/2004
                  1 Elect Directors                                                        For       For                    Mgmt
                  2 Ratify Auditors                                                        For       For                    Mgmt
                  3 Report on Drug Pricing                                                 Against   Against                ShrHoldr
                  4 Amend Animal Testing Policy                                            Against   Against                ShrHoldr









                                   SIGNATURES

                          [See General Instruction F]

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

(Registrant)              FIRST TRUST VALUE LINE(R) DIVIDEND FUND
                          ---------------------------------------

By (Signature and Title)* /s/ James A. Bowen
                          -----------------------------------
                          James A. Bowen, President

Date                      August 31, 2004
                          -------------------------

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