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.