SALOMON BROTHERS CAPITAL AND INCOME FUND INC.

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM N-PX

 

ANNUAL REPORT OF PROXY VOTING RECORD OF

REGISTERED MANAGEMENT INVESTMENT COMPANY

 

Investment Company Act file number: 811-21467

 

Salomon Brothers Capital and Income Fund Inc.


(Exact name of registrant as specified in charter)

 

125 BROAD STREET, NEW YORK, NEW YORK 10004


(Address of principal executive offices) (Zip code)

 

Robert I. Frenkel, Esq.

300 First Stamford Place, 4th Floor

Stamford, Connecticut 06902


(Name and address of agent for service)

 

Registrant’s telephone number, including area code: 203-890-7046

 

Date of fiscal year end: October 31

 

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

 



Item 1. Proxy Voting Record


<PRE>
******************************* FORM N-Px REPORT *******************************

ICA File Number: 811-21467
Reporting Period: 07/01/2003 - 06/30/2004
Salomon Brothers Capital and Income Fund Inc









================= SALOMON BROTHERS CAPITAL AND INCOME FUND INC =================


ALEXANDRIA REAL ESTATE EQUITIES, INC.

Ticker:       ARE            Security ID:  015271109
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jerry M. Sudarsky         For       For        Management
1.2   Elect  Director Joel S. Marcus            For       For        Management
1.3   Elect  Director James H. Richardson       For       For        Management
1.4   Elect  Director Richard B. Jennings       For       For        Management
1.5   Elect  Director Richard H. Klein          For       For        Management
1.6   Elect  Director Anthony M. Solomon        For       For        Management
1.7   Elect  Director Alan G. Walton            For       For        Management
1.8   Elect  Director Richmond A. Wolf          For       For        Management
2     Ratify Auditors                           For       For        Management


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AMB PROPERTY CORP.

Ticker:       AMB            Security ID:  00163T109
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Hamid R. Moghadam         For       For        Management
1.2   Elect  Director W. Blake Baird            For       For        Management
1.3   Elect  Director T. Robert Burke           For       For        Management
1.4   Elect  Director David A. Cole             For       For        Management
1.5   Elect  Director J. Michael Losh           For       For        Management
1.6   Elect  Director Frederick W. Reid         For       For        Management
1.7   Elect  Director Jeffrey L. Skelton        For       For        Management
1.8   Elect  Director Thomas W. Tusher          For       For        Management
1.9   Elect  Director Caryl B. Welborn          For       For        Management
2     Ratify Auditors                           For       For        Management


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AMERICAN FINANCIAL REALTY TRUST

Ticker:       AFR            Security ID:  02607P305
Meeting Date: JUN 9, 2004    Meeting Type: Annual
Record Date:  APR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Trustee Glenn Blumenthal            For       For        Management
1.2   Elect Trustee John M. Eggemeyer III       For       For        Management
1.3   Elect Trustee Raymond Garea               For       For        Management
1.4   Elect Trustee Michael J. Hagan            For       For        Management
1.5   Elect Trustee John P. Hollihan III        For       For        Management
1.6   Elect Trustee William M. Kahane           For       For        Management
1.7   Elect Trustee Richard A. Kraemer          For       For        Management
1.8   Elect Trustee Lewis S. Ranieri            For       For        Management
1.9   Elect Trustee Nicholas S. Schorsch        For       For        Management


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AMERICAN INTERNATIONAL GROUP, INC.

Ticker:       AIG            Security ID:  026874107
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director M. Bernard Aidinoff       For       Did Not    Management
                                                          Vote
1.2   Elect  Director Pei-Yuan Chia             For       Did Not    Management
                                                          Vote
1.3   Elect  Director Marshall A. Cohen         For       Did Not    Management
                                                          Vote
1.4   Elect  Director Willaim S. Cohen          For       Did Not    Management
                                                          Vote
1.5   Elect  Director Martin S. Feldstein       For       Did Not    Management
                                                          Vote
1.6   Elect  Director Ellen V. Futter           For       Did Not    Management
                                                          Vote
1.7   Elect  Director Maurice R. Greenberg      For       Did Not    Management
                                                          Vote
1.8   Elect  Director Carla A. Hills            For       Did Not    Management
                                                          Vote
1.9   Elect  Director Frank J. Hoenemeyer       For       Did Not    Management
                                                          Vote
1.10  Elect  Director Richard C. Holbrooke      For       Did Not    Management
                                                          Vote
1.11  Elect  Director Donald P. Kanak           For       Did Not    Management
                                                          Vote
1.12  Elect  Director Howard I. Smith           For       Did Not    Management
                                                          Vote
1.13  Elect  Director Martin J. Sullivan        For       Did Not    Management
                                                          Vote
1.14  Elect  Director Edmund S.W. Tse           For       Did Not    Management
                                                          Vote
1.15  Elect  Director Frank G. Zarb             For       Did Not    Management
                                                          Vote
2     Approve Executive Incentive Bonus Plan    For       Did Not    Management
                                                          Vote
3     Approve Non-Employee Director Stock       For       Did Not    Management
      Option Plan                                         Vote
4     Ratify Auditors                           For       Did Not    Management
                                                          Vote
5     Report on Political                       Against   Did Not    Shareholder
      Contributions/Activities                            Vote
6     Divest from Tobacco Equities              Against   Did Not    Shareholder
                                                          Vote
7     Link Executive Compensation to Predatory  Against   Did Not    Shareholder
      Lending                                             Vote


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

AMGEN, INC.

Ticker:       AMGN           Security ID:  031162100
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frank J. Biondi, Jr.      For       Did Not    Management
                                                          Vote
1.2   Elect  Director Jerry D. Choate           For       Did Not    Management
                                                          Vote
1.3   Elect  Director Frank C. Herringer        For       Did Not    Management
                                                          Vote
1.4   Elect  Director Gilbert S. Omenn          For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote
3     Prepare Glass Ceiling Report              Against   Did Not    Shareholder
                                                          Vote
4     Expense Stock Options                     Against   Did Not    Shareholder
                                                          Vote


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

ANTHEM INC.

Ticker:       ATH            Security ID:  03674B104
Meeting Date: JUN 28, 2004   Meeting Type: Special
Record Date:  MAY 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition
2     Change Company Name                       For       For        Management


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

ANTHEM INC.

Ticker:       ATH            Security ID:  03674B104
Meeting Date: MAY 17, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Victor S. Liss            For       For        Management
1.2   Elect  Director James W. McDowell, Jr.    For       For        Management
1.3   Elect  Director George A. Schaefer, Jr.   For       For        Management
1.4   Elect  Director Jackie M. Ward            For       For        Management


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

APARTMENT INVESTMENT & MANAGEMENT CO.

Ticker:       AIV            Security ID:  03748R101
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Terry Considine           For       Did Not    Management
                                                          Vote
1.2   Elect  Director Peter K. Kompaniez        For       Did Not    Management
                                                          Vote
1.3   Elect  Director James N. Bailey           For       Did Not    Management
                                                          Vote
1.4   Elect  Director Richard S. Ellwood        For       Did Not    Management
                                                          Vote
1.5   Elect  Director J. Landis Martin          For       Did Not    Management
                                                          Vote
1.6   Elect  Director Thomas L. Rhodes          For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote
3     Approve Sale of Company Assets            For       Did Not    Management
                                                          Vote
4     Limit Executive Compensation              Against   Did Not    Shareholder
                                                          Vote


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

ARCHSTONE SMITH TRUST

Ticker:       ASN            Security ID:  039583109
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ernest A. Gerardi, Jr.    For       For        Management
1.2   Elect  Director Ruth Ann M. Gillis        For       For        Management
1.3   Elect  Director Ned S. Holmes             For       For        Management
1.4   Elect  Director R. Scot Sellers           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restrict Severance Agreements             Against   For        Shareholder


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

ASHFORD HOSPITALITY TRUST INC.

Ticker:       AHT            Security ID:  044103109
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Archie Bennett, Jr.       For       For        Management
1.2   Elect  Director Montgomery J. Bennett     For       For        Management
1.3   Elect  Director Martin L. Edelman         For       For        Management
1.4   Elect  Director W.D. Minami               For       For        Management
1.5   Elect  Director W. Michael Murphy         For       For        Management
1.6   Elect  Director Phillip S. Payne          For       For        Management
1.7   Elect  Director Charles P. Toppino        For       For        Management
2     Ratify Auditors                           For       For        Management


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

AVALONBAY COMMUNITIES, INC.

Ticker:       AVB            Security ID:  053484101
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Bryce Blair               For       Did Not    Management
                                                          Vote
1.2   Elect  Director Bruce A. Choate           For       Did Not    Management
                                                          Vote
1.3   Elect  Director John J. Healy, Jr.        For       Did Not    Management
                                                          Vote
1.4   Elect  Director Gilbert M. Meyer          For       Did Not    Management
                                                          Vote
1.5   Elect  Director Charles D. Peebler, Jr.   For       Did Not    Management
                                                          Vote
1.6   Elect  Director Lance R. Primis           For       Did Not    Management
                                                          Vote
1.7   Elect  Director Allan D. Schuster         For       Did Not    Management
                                                          Vote
1.8   Elect  Director Amy P. Williams           For       Did Not    Management
                                                          Vote
2     Submit Shareholder Rights Plan (Poison    Against   Did Not    Shareholder
      Pill) to Shareholder Vote                           Vote


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

BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  APR 7, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William Barnet, III       For       Did Not    Management
                                                          Vote
1.2   Elect  Director Charles W. Coker          For       Did Not    Management
                                                          Vote
1.3   Elect  Director John T. Collins           For       Did Not    Management
                                                          Vote
1.4   Elect  Director Gary L. Countryman        For       Did Not    Management
                                                          Vote
1.5   Elect  Director Paul Fulton               For       Did Not    Management
                                                          Vote
1.6   Elect  Director Charles K. Gifford        For       Did Not    Management
                                                          Vote
1.7   Elect  Director Donald E. Guinn           For       Did Not    Management
                                                          Vote
1.8   Elect  Director James H. Hance, Jr.       For       Did Not    Management
                                                          Vote
1.9   Elect  Director Kenneth D. Lewis          For       Did Not    Management
                                                          Vote
1.10  Elect  Director Walter E. Massey          For       Did Not    Management
                                                          Vote
1.11  Elect  Director Thomas J. May             For       Did Not    Management
                                                          Vote
1.12  Elect  Director C. Steven McMillan        For       Did Not    Management
                                                          Vote
1.13  Elect  Director Eugene M. McQuade         For       Did Not    Management
                                                          Vote
1.14  Elect  Director Patricia E. Mitchell      For       Did Not    Management
                                                          Vote
1.15  Elect  Director Edward L. Romero          For       Did Not    Management
                                                          Vote
1.16  Elect  Director Thomas M. Ryan            For       Did Not    Management
                                                          Vote
1.17  Elect  Director O. Temple Sloan, Jr.      For       Did Not    Management
                                                          Vote
1.18  Elect  Director Meredith R. Spangler      For       Did Not    Management
                                                          Vote
1.19  Elect  Director Jackie M. Ward            For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote
3     Change Date of Annual Meeting             Against   Did Not    Shareholder
                                                          Vote
4     Adopt Nomination Procedures for the Board Against   Did Not    Shareholder
                                                          Vote
5     Charitable Contributions                  Against   Did Not    Shareholder
                                                          Vote
6     Establish Independent Committee to Review Against   Did Not    Shareholder
      Mutual Fund Policy                                  Vote
7     Adopt Standards Regarding Privacy and     Against   Did Not    Shareholder
      Information Security                                Vote


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

BANK ONE CORP.

Ticker:       ONE            Security ID:  06423A103
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       Did Not    Management
                                                          Vote
2.1   Elect  Director John H. Bryan             For       Did Not    Management
                                                          Vote
2.2   Elect  Director Stephen B. Burke          For       Did Not    Management
                                                          Vote
2.3   Elect  Director James S. Crown            For       Did Not    Management
                                                          Vote
2.4   Elect  Director James Dimon               For       Did Not    Management
                                                          Vote
2.5   Elect  Director Maureen A. Fay            For       Did Not    Management
                                                          Vote
2.6   Elect  Director Laban P. Jackson, Jr.     For       Did Not    Management
                                                          Vote
2.7   Elect  Director John W. Kessler           For       Did Not    Management
                                                          Vote
2.8   Elect  Director Robert I. Lipp            For       Did Not    Management
                                                          Vote
2.9   Elect  Director Richard A. Manoogian      For       Did Not    Management
                                                          Vote
2.10  Elect  Director David C. Novak            For       Did Not    Management
                                                          Vote
2.11  Elect  Director John W. Rogers, Jr.       For       Did Not    Management
                                                          Vote
2.12  Elect  Director Frederick P. Stratton,    For       Did Not    Management
      Jr.                                                 Vote
3     Ratify Auditors                           For       Did Not    Management
                                                          Vote


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

BERKSHIRE HATHAWAY INC.

Ticker:       BRK.A          Security ID:  084670108
Meeting Date: MAY 1, 2004    Meeting Type: Annual
Record Date:  MAR 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Warren E. Buffett          For       Did Not    Management
                                                          Vote
1.2   Elect Director Charles T. Munger          For       Did Not    Management
                                                          Vote
1.3   Elect Director Susan T. Buffett           For       Did Not    Management
                                                          Vote
1.4   Elect Director Howard G. Buffett          For       Did Not    Management
                                                          Vote
1.5   Elect Director Malcolm G. Chace           For       Did Not    Management
                                                          Vote
1.6   Elect Director David S. Gottesman         For       Did Not    Management
                                                          Vote
1.7   Elect Director Charlotte Guyman           For       Did Not    Management
                                                          Vote
1.8   Elect Director Donald R. Keough           For       Did Not    Management
                                                          Vote
1.9   Elect Director Thomas S. Murphy           For       Did Not    Management
                                                          Vote
1.10  Elect Director Ronald L. Olson            For       Did Not    Management
                                                          Vote
1.11  Elect Director Walter Scott, Jr.          For       Did Not    Management
                                                          Vote
2     Report on Political                       Against   Did Not    Shareholder
      Contributions/Activities                            Vote


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

BOSTON PROPERTIES INC.

Ticker:       BXP            Security ID:  101121101
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Mortimer B. Zuckerman     For       For        Management
1.2   Elect  Director Carol B. Einiger          For       For        Management
1.3   Elect  Director Alan B. Landis            For       For        Management
1.4   Elect  Director Richard E. Salomon        For       For        Management
2     Declassify the Board of Directors         Against   For        Shareholder


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

BRE PROPERTIES, INC.

Ticker:       BRE            Security ID:  05564E106
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Declassify the Board of Directors         For       For        Management
2.1   Elect  Director Robert A. Fiddaman        For       For        Management
2.2   Elect  Director Roger P. Kuppinger        For       For        Management
2.3   Elect  Director Jeanne R. Myerson         For       For        Management
3     Ratify Auditors                           For       For        Management


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

CAREMARK RX, INC.

Ticker:       CMX            Security ID:  141705103
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edwin M. Banks            For       Did Not    Management
                                                          Vote
1.2   Elect  Director Colleen C. Welch, Ph.D.   For       Did Not    Management
                                                          Vote
1.3   Elect  Director Roger L. Headrick         For       Did Not    Management
                                                          Vote
1.4   Elect  Director Jean-Pierre Millon        For       Did Not    Management
                                                          Vote


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

CELESTICA INC.

Ticker:       CLS.           Security ID:  15101Q108
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Robert Crandall, William            For       For        Management
      Etherington, Richard Love, Anthony
      Melman, Gerald Schwartz, Charles Szuluk,
      Don Tapscott as Directors
2     Approve Auditors and Authorize Board to   For       For        Management
      Fix Remuneration of Auditors


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

CHICAGO BRIDGE & IRON CO.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     FIRST POSITION: BALLENGEE                 For       Did Not    Management
                                                          Vote
2     FIRST POSITION: BORDAGES                  Against   Did Not    Management
                                                          Vote
3     SECOND POSITION: SIMPSON                  For       Did Not    Management
                                                          Vote
4     SECOND POSITION: LEVENTRY                 Against   Did Not    Management
                                                          Vote
5     TO AUTHORIZE THE PREPARATION OF THE       For       Did Not    Management
      ANNUAL ACCOUNTS AND ANNUAL REPORT IN THE            Vote
      ENGLISH LANGUAGE AND ADOPT DUTCH
      STATUTORY ANNUAL ACCOUNTS
6     TO DISCHARGE MANAGEMENT BOARD AND         For       Did Not    Management
      SUPERVISORY BOARD FROM LIABILITY IN                 Vote
      EXERCISE OF THEIR DUTIES
7     TO RESOLVE THE FINAL DIVIDEND             For       Did Not    Management
                                                          Vote
8     TO REPURCHASE UP TO 30% OF THE ISSUED     For       Did Not    Management
      SHARE CAPITAL                                       Vote
9     TO CANCEL SHARES TO BE ACQUIRED BY THE    For       Did Not    Management
      COMPANY IN ITS OWN SHARE CAPITAL                    Vote
10    TO APPROVE THE EXTENSION OF THE AUTHORITY For       Did Not    Management
      TO ISSUE AND/OR GRANT RIGHTS ON SHARES              Vote
      AND TO LIMIT OR EXCLUDE PREEMPTIVE RIGHTS
11    TO INCREASE THE AMOUNT OF THE AUTHORIZED  For       Did Not    Management
      SHARE CAPITAL                                       Vote
12    TO APPOINT DELOITTE & TOUCHE AS THE       For       Did Not    Management
      COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS            Vote


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

COMCAST CORP.

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director S. Decker Anstrom         For       Did Not    Management
                                                          Vote
1.2   Elect  Director C. Michael Armstrong      For       Did Not    Management
                                                          Vote
1.3   Elect  Director Kenneth J. Bacon          For       Did Not    Management
                                                          Vote
1.4   Elect  Director Sheldon M. Bonovitz       For       Did Not    Management
                                                          Vote
1.5   Elect  Director Julian A. Brodsky         For       Did Not    Management
                                                          Vote
1.6   Elect  Director Joseph L. Castle, II      For       Did Not    Management
                                                          Vote
1.7   Elect  Director J. Michael Cook           For       Did Not    Management
                                                          Vote
1.8   Elect  Director Brian L. Roberts          For       Did Not    Management
                                                          Vote
1.9   Elect  Director Ralph J. Roberts          For       Did Not    Management
                                                          Vote
1.10  Elect  Director Dr. Judith Rodin          For       Did Not    Management
                                                          Vote
1.11  Elect  Director Michael I. Sovern         For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote
3     Amend Restricted Stock Plan               For       Did Not    Management
                                                          Vote
4     Amend Articles/Bylaws/Charter-Non-Routine For       Did Not    Management
                                                          Vote
5     Require Two-Thirds Majority of            Against   Did Not    Shareholder
      Independent Directors on Board                      Vote
6     Political Contributions/Activities        Against   Did Not    Shareholder
                                                          Vote
7     Nominate Two Directors for every open     Against   Did Not    Shareholder
      Directorships                                       Vote
8     Limit Executive Compensation              Against   Did Not    Shareholder
                                                          Vote
9     Adopt a Recapitalization Plan             Against   Did Not    Shareholder
                                                          Vote


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

COMERICA INC.

Ticker:       CMA            Security ID:  200340107
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ralph W. Babb, Jr.        For       Did Not    Management
                                                          Vote
1.2   Elect  Director James F. Cordes           For       Did Not    Management
                                                          Vote
1.3   Elect  Director Peter D. Cummings         For       Did Not    Management
                                                          Vote
1.4   Elect  Director Todd W. Herrick           For       Did Not    Management
                                                          Vote
1.5   Elect  Director William P. Vititoe        For       Did Not    Management
                                                          Vote
1.6   Elect  Director Kenneth L. Way            For       Did Not    Management
                                                          Vote
2     Approve Employee Stock Purchase Plan      For       Did Not    Management
                                                          Vote
3     Approve Non-Employee Director Omnibus     For       Did Not    Management
      Stock Plan                                          Vote
4     Ratify Auditors                           For       Did Not    Management
                                                          Vote


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

COMVERSE TECHNOLOGY, INC.

Ticker:       CMVT           Security ID:  205862402
Meeting Date: JUN 15, 2004   Meeting Type: Annual
Record Date:  APR 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Kobi Alexander            For       For        Management
1.2   Elect  Director Raz Alon                  For       For        Management
1.3   Elect  Director Itsik Danziger            For       For        Management
1.4   Elect  Director John H. Friedman          For       For        Management
1.5   Elect  Director Ron Hiram                 For       For        Management
1.6   Elect  Director Sam Oolie                 For       For        Management
1.7   Elect  Director William F. Sorin          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

COUNTRYWIDE FINANCIAL CORP.

Ticker:       CFC            Security ID:  222372104
Meeting Date: JUN 16, 2004   Meeting Type: Annual
Record Date:  APR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Henry G. Cisneros         For       For        Management
1.2   Elect  Director Robert J. Donato          For       For        Management
1.3   Elect  Director Michael E. Dougherty      For       For        Management
1.4   Elect  Director Martin R. Melone          For       For        Management
1.5   Elect  Director Harley W. Snyder          For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management


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

COUSINS PROPERTIES INC.

Ticker:       CUZ            Security ID:  222795106
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas D. Bell, Jr.       For       Did Not    Management
                                                          Vote
1.2   Elect  Director Erskine B. Bowles         For       Did Not    Management
                                                          Vote
1.3   Elect  Director Richard W. Courts, Ii     For       Did Not    Management
                                                          Vote
1.4   Elect  Director Thomas G. Cousins         For       Did Not    Management
                                                          Vote
1.5   Elect  Director Lillian C. Giornelli      For       Did Not    Management
                                                          Vote
1.6   Elect  Director Terence C. Golden         For       Did Not    Management
                                                          Vote
1.7   Elect  Director Boone A. Knox             For       Did Not    Management
                                                          Vote
1.8   Elect  Director John J. Mack              For       Did Not    Management
                                                          Vote
1.9   Elect  Director Hugh L. Mccoll, Jr.       For       Did Not    Management
                                                          Vote
1.10  Elect  Director William Porter Payne      For       Did Not    Management
                                                          Vote
2     Amend Omnibus Stock Plan                  For       Did Not    Management
                                                          Vote


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

CSG SYSTEMS INTERNATIONAL, INC.

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

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


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

DEVELOPERS DIVERSIFIED REALTY CORP.

Ticker:       DDR            Security ID:  251591103
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dean S. Adler             For       Did Not    Management
                                                          Vote
1.2   Elect  Director Terrance R. Ahern         For       Did Not    Management
                                                          Vote
1.3   Elect  Director Mohsen Anvari             For       Did Not    Management
                                                          Vote
1.4   Elect  Director Robert H. Gidel           For       Did Not    Management
                                                          Vote
1.5   Elect  Director Victor B. MacFarlane      For       Did Not    Management
                                                          Vote
1.6   Elect  Director Craig Macnab              For       Did Not    Management
                                                          Vote
1.7   Elect  Director Scott D. Roulston         For       Did Not    Management
                                                          Vote
1.8   Elect  Director Barry A. Sholem           For       Did Not    Management
                                                          Vote
1.9   Elect  Director William B. Summers, Jr.   For       Did Not    Management
                                                          Vote
1.10  Elect  Director Bert L. Wolstein          For       Did Not    Management
                                                          Vote
1.11  Elect  Director Scott A. Wolstein         For       Did Not    Management
                                                          Vote
2     Amend Shareholder Rights Plan (Poison     For       Did Not    Management
      Pill)                                               Vote
3     Approve Omnibus Stock Plan                For       Did Not    Management
                                                          Vote
4     Ratify Auditors                           For       Did Not    Management
                                                          Vote


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

DJ ORTHOPEDICS, INC.

Ticker:       DJO            Security ID:  23325G104
Meeting Date: JUN 3, 2004    Meeting Type: Annual
Record Date:  APR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jack R. Blair             For       For        Management
1.2   Elect  Director Mitchell J. Blutt, M.D.   For       For        Management
2     Ratify Auditors                           For       For        Management


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

EQUITY OFFICE PROPERTIES TRUST

Ticker:       EOP            Security ID:  294741103
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas E. Dobrowski       For       For        Management
1.2   Elect  Director William M. Goodyear       For       For        Management
1.3   Elect  Director James D. Harper, Jr.      For       For        Management
1.4   Elect  Director Richard D. Kincaid        For       For        Management
1.5   Elect  Director David K. Mckown           For       For        Management
1.6   Elect  Director Sheli Z. Rosenberg        For       For        Management
1.7   Elect  Director Edwin N. Sidman           For       For        Management
1.8   Elect  Director J. H.W.R. Van Der Vlist   For       For        Management
1.9   Elect  Director Samuel Zell               For       For        Management
2     Ratify Auditors                           For       For        Management


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

EQUITY RESIDENTIAL

Ticker:       EQR            Security ID:  29476L107
Meeting Date: MAY 28, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John W. Alexander         For       For        Management
1.2   Elect  Director Charles L. Atwood         For       For        Management
1.3   Elect  Director Bruce W. Duncan           For       For        Management
1.4   Elect  Director Stephen O. Evans          For       For        Management
1.5   Elect  Director James D. Harper, Jr.      For       For        Management
1.6   Elect  Director Boone A. Knox             For       For        Management
1.7   Elect  Director Desiree G. Rogers         For       For        Management
1.8   Elect  Director Sheli Z. Rosenberg        For       For        Management
1.9   Elect  Director Gerald A. Spector         For       For        Management
1.10  Elect  Director B. Joseph White           For       For        Management
1.11  Elect  Director Samuel Zell               For       For        Management
2     Amend Articles/Bylaws/Charter to Remove   For       For        Management
      Antitakeover Provision(s)
3     Ratify Auditors                           For       For        Management


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

FANNIE MAE

Ticker:       FNM            Security ID:  313586109
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  APR 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stephen B. Ashley         For       Did Not    Management
                                                          Vote
1.2   Elect  Director Kenneth M. Duberstein     For       Did Not    Management
                                                          Vote
1.3   Elect  Director Thomas P. Gerrity         For       Did Not    Management
                                                          Vote
1.4   Elect  Director Timothy Howard            For       Did Not    Management
                                                          Vote
1.5   Elect  Director Ann Korologos             For       Did Not    Management
                                                          Vote
1.6   Elect  Director Frederic V. Malek         For       Did Not    Management
                                                          Vote
1.7   Elect  Director Donald B. Marron          For       Did Not    Management
                                                          Vote
1.8   Elect  Director Daniel H. Mudd            For       Did Not    Management
                                                          Vote
1.9   Elect  Director Anne M. Mulcahy           For       Did Not    Management
                                                          Vote
1.10  Elect  Director Joe K. Pickett            For       Did Not    Management
                                                          Vote
1.11  Elect  Director Leslie Rahl               For       Did Not    Management
                                                          Vote
1.12  Elect  Director Franklin D. Raines        For       Did Not    Management
                                                          Vote
1.13  Elect  Director H. Patrick Swygert        For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote
3     Amend Employee Stock Purchase Plan        For       Did Not    Management
                                                          Vote
4     Provide for Cumulative Voting             Against   Did Not    Shareholder
                                                          Vote


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

FEDERATED DEPARTMENT STORES, INC.

Ticker:       FD             Security ID:  31410H101
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Sara Levinson             For       For        Management
1.2   Elect  Director Joseph Neubauer           For       For        Management
1.3   Elect  Director Joseph A. Pichler         For       For        Management
1.4   Elect  Director Karl M. von der Heyden    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Declassify the Board of Directors         Against   For        Shareholder


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

FOREST OIL CORP.

Ticker:       FST            Security ID:  346091705
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Cortlandt S. Dietler      For       Did Not    Management
                                                          Vote
1.2   Elect  Director Dod A. Fraser             For       Did Not    Management
                                                          Vote
1.3   Elect  Director Patrick R. McDonald       For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote


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

GENERAL GROWTH PROPERTIES, INC.

Ticker:       GGP            Security ID:  370021107
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John Bucksbaum            For       Did Not    Management
                                                          Vote
1.2   Elect  Director Alan Cohen                For       Did Not    Management
                                                          Vote
1.3   Elect  Director Anthony Downs             For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote


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

GLAXOSMITHKLINE PLC (FORMERLY GLAXO WELLCOME PLC )

Ticker:       SBH            Security ID:  G3910J112
Meeting Date: MAY 17, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       For        Management
3     Elect Lawrence Culp as Director           For       For        Management
4     Elect Crispin Davis as Director           For       For        Management
5     Elect Sir Robert Wilson as Director       For       For        Management
6     Elect Tachi Yamada as Director            For       For        Management
7     Re-elect Sir Christopher Hogg as Director For       For        Management
8     Re-appoint PricewaterhouseCoopers LLP as  For       For        Management
      Auditors of the Company
9     Authorise Board to Fix Remuneration of    For       For        Management
      the Auditors
10    Authorise EU Political Donations up to    For       For        Management
      Aggregate Nominal Amount of GBP 100,000
11    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 74,330,954
12    Authorise 594,647,632 Ordinary Shares for For       For        Management
      Market Purchase


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

GUIDANT CORP.

Ticker:       GDT            Security ID:  401698105
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 11, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Maurice A. Cox, Jr.       For       For        Management
1.2   Elect  Director Nancy-Ann Min DeParle     For       For        Management
1.3   Elect  Director Ronald W. Dollens         For       For        Management
1.4   Elect  Director Enrique C. Falla          For       For        Management
1.5   Elect  Director Kristina M. Johnson,      For       For        Management
      Ph.D.
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Against   For        Shareholder


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

HARTFORD FINANCIAL SERVICES GROUP, INC., THE

Ticker:       HIG            Security ID:  416515104
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ramani Ayer               For       Did Not    Management
                                                          Vote
1.2   Elect  Director Ronald E. Ferguson        For       Did Not    Management
                                                          Vote
1.3   Elect  Director Edward J. Kelly, III      For       Did Not    Management
                                                          Vote
1.4   Elect  Director Paul G. Kirk, Jr.         For       Did Not    Management
                                                          Vote
1.5   Elect  Director Thomas M. Marra           For       Did Not    Management
                                                          Vote
1.6   Elect  Director Gail J. McGovern          For       Did Not    Management
                                                          Vote
1.7   Elect  Director Robert W. Selander        For       Did Not    Management
                                                          Vote
1.8   Elect  Director Charles B. Strauss        For       Did Not    Management
                                                          Vote
1.9   Elect  Director H. Patrick Swygert        For       Did Not    Management
                                                          Vote
1.10  Elect  Director Gordon I. Ulmer           For       Did Not    Management
                                                          Vote
1.11  Elect  Director David K. Zwiener          For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote
3     Limit Executive Compensation              Against   Did Not    Shareholder
                                                          Vote


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

HIGHWOODS PROPERTIES, INC.

Ticker:       HIW            Security ID:  431284108
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward J. Fritsch         For       For        Management
1.2   Elect  Director Lawrence S. Kaplan        For       For        Management
1.3   Elect  Director L. Glenn Orr, Jr.         For       For        Management
1.4   Elect  Director William E. Graham, Jr.    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       For        Management


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

HOME DEPOT, INC. (THE)

Ticker:       HD             Security ID:  437076102
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gregory D. Brenneman      For       Did Not    Management
                                                          Vote
1.2   Elect  Director Richard H. Brown          For       Did Not    Management
                                                          Vote
1.3   Elect  Director John L. Clendenin         For       Did Not    Management
                                                          Vote
1.4   Elect  Director Berry R. Cox              For       Did Not    Management
                                                          Vote
1.5   Elect  Director Claudio X. Gonzalez       For       Did Not    Management
                                                          Vote
1.6   Elect  Director Milledge A. Hart, III     For       Did Not    Management
                                                          Vote
1.7   Elect  Director Bonnie G. Hill            For       Did Not    Management
                                                          Vote
1.8   Elect  Director Kenneth G. Langone        For       Did Not    Management
                                                          Vote
1.9   Elect  Director Robert L. Nardelli        For       Did Not    Management
                                                          Vote
1.10  Elect  Director Roger S. Penske           For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote
3     Establish Term Limits for Directors       Against   Did Not    Shareholder
                                                          Vote
4     Submit Shareholder Rights Plan (Poison    Against   Did Not    Shareholder
      Pill) to Shareholder Vote                           Vote
5     Performance- Based/Indexed Options        Against   Did Not    Shareholder
                                                          Vote
6     Adopt ILO Based Code of Conduct           Against   Did Not    Shareholder
                                                          Vote
7     Submit Severance Agreement                Against   Did Not    Shareholder
      (Change-in-Control) to Shareholder Vote             Vote
8     Require Affirmative Vote of the Majority  Against   Did Not    Shareholder
      of the Shares to Elect Directors                    Vote


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

IAC / INTERACTIVECORP

Ticker:       IACI           Security ID:  45840Q101
Meeting Date: JUN 23, 2004   Meeting Type: Annual
Record Date:  APR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard N. Barton         For       For        Management
1.2   Elect  Director Robert R. Bennett         For       For        Management
1.3   Elect  Director Edgar Bronfman, Jr.       For       For        Management
1.4   Elect  Director Barry Diller              For       For        Management
1.5   Elect  Director Victor A. Kaufman         For       For        Management
1.6   Elect  Director Donald R. Keough          For       For        Management
1.7   Elect  Director Marie-Josee Kravis        For       For        Management
1.8   Elect  Director John C. Malone            For       For        Management
1.9   Elect  Director Steven Rattner            For       For        Management
1.10  Elect  Director Gen. H.N. Schwarzkopf     For       For        Management
1.11  Elect  Director Alan G. Spoon             For       For        Management
1.12  Elect  Director Diane Von Furstenberg     For       For        Management
2     Ratify Auditors                           For       For        Management


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

INTEL CORP.

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Craig R. Barrett          For       Did Not    Management
                                                          Vote
1.2   Elect  Director Charlene Barshefsky       For       Did Not    Management
                                                          Vote
1.3   Elect  Director E. John P. Browne         For       Did Not    Management
                                                          Vote
1.4   Elect  Director Andrew S. Grove           For       Did Not    Management
                                                          Vote
1.5   Elect  Director D. James Guzy             For       Did Not    Management
                                                          Vote
1.6   Elect  Director Reed E. Hundt             For       Did Not    Management
                                                          Vote
1.7   Elect  Director Paul S. Otellini          For       Did Not    Management
                                                          Vote
1.8   Elect  Director David S. Pottruck         For       Did Not    Management
                                                          Vote
1.9   Elect  Director Jane E. Shaw              For       Did Not    Management
                                                          Vote
1.10  Elect  Director John L. Thornton          For       Did Not    Management
                                                          Vote
1.11  Elect  Director David B. Yoffie           For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote
3     Approve Omnibus Stock Plan                For       Did Not    Management
                                                          Vote
4     Expense Stock Options                     Against   Did Not    Shareholder
                                                          Vote
5     Limit/Prohibit Awards to Executives       Against   Did Not    Shareholder
                                                          Vote
6     Performance- Based/Indexed Options        Against   Did Not    Shareholder
                                                          Vote


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

INTERPUBLIC GROUP OF COMPANIES, INC., THE

Ticker:       IPG            Security ID:  460690100
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David A. Bell              For       Did Not    Management
                                                          Vote
1.2   Elect Director Frank J. Borell            For       Did Not    Management
                                                          Vote
1.3   Elect Director Reginald K. Brack          For       Did Not    Management
                                                          Vote
1.4   Elect Director Jill M. Considine          For       Did Not    Management
                                                          Vote
1.5   Elect Director Christopher J. Coughlin    For       Did Not    Management
                                                          Vote
1.6   Elect Director John J. Donner, Jr.        For       Did Not    Management
                                                          Vote
1.7   Elect Director Richard A. Goldstein       For       Did Not    Management
                                                          Vote
1.8   Elect Director H. John Greenlaus          For       Did Not    Management
                                                          Vote
1.9   Elect Director Michael I. Roth            For       Did Not    Management
                                                          Vote
1.10  Elect Director J. Phillip Samper          For       Did Not    Management
                                                          Vote
2     Approve Omnibus Stock Plan                For       Did Not    Management
                                                          Vote
3     Approve Non-Employee Director Omnibus     For       Did Not    Management
      Stock Plan                                          Vote
4     Ratify Auditors                           For       Did Not    Management
                                                          Vote
5     MacBride Principles                       Against   Did Not    Shareholder
                                                          Vote


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

IPC HOLDINGS LTD

Ticker:       IPCR           Security ID:  G4933P101
Meeting Date: JUN 11, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Joseph C.H. Johnson       For       For        Management
1.2   Elect  Director James P. Bryce            For       For        Management
1.3   Elect  Director Kenneth L. Hammond        For       For        Management
1.4   Elect  Director Dr. Hon. C.E. James       For       For        Management
1.5   Elect  Director Frank Mutch               For       For        Management
1.6   Elect  Director Anthony M. Pilling        For       For        Management
2     Ratify Auditors                           For       For        Management


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

ISTAR FINANCIAL INC.

Ticker:       SFI            Security ID:  45031U101
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jay Sugarman              For       Did Not    Management
                                                          Vote
1.2   Elect  Director Willis Andersen, Jr.      For       Did Not    Management
                                                          Vote
1.3   Elect  Director Robert W. Holman, Jr.     For       Did Not    Management
                                                          Vote
1.4   Elect  Director Robin Josephs             For       Did Not    Management
                                                          Vote
1.5   Elect  Director John G. McDonald          For       Did Not    Management
                                                          Vote
1.6   Elect  Director George R. Puskar          For       Did Not    Management
                                                          Vote
1.7   Elect  Director Jeffrey A. Weber          For       Did Not    Management
                                                          Vote
2     Amend Deferred Compensation Plan          For       Did Not    Management
                                                          Vote
3     Amend Omnibus Stock Plan                  For       Did Not    Management
                                                          Vote
4     Ratify Auditors                           For       Did Not    Management
                                                          Vote


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

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       Did Not    Management
                                                          Vote
2.1   Elect  Director Hans W. Becherer          For       Did Not    Management
                                                          Vote
2.2   Elect  Director Frank A. Bennack, Jr.     For       Did Not    Management
                                                          Vote
2.3   Elect  Director John H. Biggs             For       Did Not    Management
                                                          Vote
2.4   Elect  Director Lawrence A. Bossidy       For       Did Not    Management
                                                          Vote
2.5   Elect  Director Ellen V. Futter           For       Did Not    Management
                                                          Vote
2.6   Elect  Director William H. Gray, III      For       Did Not    Management
                                                          Vote
2.7   Elect  Director William B. Harrison, Jr   For       Did Not    Management
                                                          Vote
2.8   Elect  Director Helene L. Kaplan          For       Did Not    Management
                                                          Vote
2.9   Elect  Director Lee R. Raymond            For       Did Not    Management
                                                          Vote
2.10  Elect  Director John R. Stafford          For       Did Not    Management
                                                          Vote
3     Ratify Auditors                           For       Did Not    Management
                                                          Vote
4     Amend Executive Incentive Bonus Plan      For       Did Not    Management
                                                          Vote
5     Adjourn Meeting                           For       Did Not    Management
                                                          Vote
6     Establish Term Limits for Directors       Against   Did Not    Shareholder
                                                          Vote
7     Charitable Contributions                  Against   Did Not    Shareholder
                                                          Vote
8     Political Contributions                   Against   Did Not    Shareholder
                                                          Vote
9     Separate Chairman and CEO Positions       Against   Did Not    Shareholder
                                                          Vote
10    Provide Adequate Disclosure for over the  Against   Did Not    Shareholder
      counter Derivatives                                 Vote
11    Auditor Independence                      Against   Did Not    Shareholder
                                                          Vote
12    Submit Non-Employee Director Compensation Against   Did Not    Shareholder
      to Vote                                             Vote
13    Report on Pay Disparity                   Against   Did Not    Shareholder
                                                          Vote


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

KIMCO REALTY CORP.

Ticker:       KIM            Security ID:  49446R109
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Martin Kimmel             For       For        Management
1.2   Elect  Director Milton Cooper             For       For        Management
1.3   Elect  Director Richard G. Dooley         For       For        Management
1.4   Elect  Director Michael Flynn             For       For        Management
1.5   Elect  Director Joe Grills                For       For        Management
1.6   Elect  Director David Henry               For       For        Management
1.7   Elect  Director F. Patrick Hughes         For       For        Management
1.8   Elect  Director Frank Lourenso            For       For        Management
1.9   Elect  Director Richard Saltzman          For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Separate Chairman and CEO Positions       Against   For        Shareholder


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

KROGER CO., THE

Ticker:       KR             Security ID:  501044101
Meeting Date: JUN 24, 2004   Meeting Type: Annual
Record Date:  APR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John L. Clendenin         For       For        Management
1.2   Elect  Director David B. Dillon           For       For        Management
1.3   Elect  Director David B. Lewis            For       For        Management
1.4   Elect  Director Don W. McGeorge           For       For        Management
1.5   Elect  Director W. Rodney McMullen        For       For        Management
1.6   Elect  Director Susan M. Phillips         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder
4     Separate Chairman and CEO Positions       Against   Against    Shareholder
5     Submit Severance Agreement                Against   Against    Shareholder
      (Change-in-Control) to Shareholder Vote


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

MACERICH CO., THE

Ticker:       MAC            Security ID:  554382101
Meeting Date: MAY 28, 2004   Meeting Type: Annual
Record Date:  MAR 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward C. Coppola         For       For        Management
1.2   Elect  Director Fred S. Hubbell           For       For        Management
1.3   Elect  Director Diana M. Laing            For       For        Management
1.4   Elect  Director Dr. William P. Sexton     For       For        Management
2     Ratify Auditors                           For       For        Management


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

MARSH & MCLENNAN COMPANIES, INC.

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

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


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

MATTEL, INC.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Eugene P. Beard           For       Did Not    Management
                                                          Vote
1.2   Elect  Director Michael J. Dolan          For       Did Not    Management
                                                          Vote
1.3   Elect  Director Robert A. Eckert          For       Did Not    Management
                                                          Vote
1.4   Elect  Director Tully M. Friedman         For       Did Not    Management
                                                          Vote
1.5   Elect  Director Ronald M. Loeb            For       Did Not    Management
                                                          Vote
1.6   Elect  Director Andrea L. Rich            For       Did Not    Management
                                                          Vote
1.7   Elect  Director Ronald L. Sargent         For       Did Not    Management
                                                          Vote
1.8   Elect  Director Christopher A. Sinclair   For       Did Not    Management
                                                          Vote
1.9   Elect  Director G. Craig Sullivan         For       Did Not    Management
                                                          Vote
1.10  Elect  Director John L. Vogelstein        For       Did Not    Management
                                                          Vote
1.11  Elect  Director Kathy Brittain White      For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote
3     Limit Awards to Executives                Against   Did Not    Shareholder
                                                          Vote
4     Prohibit Auditor from Providing Non-Audit Against   Did Not    Shareholder
      Services                                            Vote


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

MCAFEE INC.

Ticker:       MFE            Security ID:  640938106
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert Dutkowsky          For       For        Management
1.2   Elect  Director Denis O'Leary             For       For        Management
1.3   Elect  Director Robert Pangia             For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

MCDONALD'S CORP.

Ticker:       MCD            Security ID:  580135101
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward A. Brennan         For       Did Not    Management
                                                          Vote
1.2   Elect  Director Walter E. Massey          For       Did Not    Management
                                                          Vote
1.3   Elect  Director John W. Rogers, Jr.       For       Did Not    Management
                                                          Vote
1.4   Elect  Director Anne-Marie Slaughter      For       Did Not    Management
                                                          Vote
1.5   Elect  Director Roger W. Stone            For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote
3     Amend Omnibus Stock Plan                  For       Did Not    Management
                                                          Vote
4     Approve/Amend Executive Incentive Bonus   For       Did Not    Management
      Plan                                                Vote


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

NABORS INDUSTRIES, LTD.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect James L. Payne  as Director         For       For        Management
1.2   Elect Hans W. Schmidt as Director         For       For        Management
2     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration
3     Reincorporate From Bermuda to Delaware    Against   Against    Management
4     Transact Other Business (Non-Voting)      None      None       Management


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

NATIONWIDE FINANCIAL SERVICES, INC.

Ticker:       NFS            Security ID:  638612101
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James G. Brocksmith, Jr.  For       Did Not    Management
                                                          Vote
1.2   Elect  Director Keith W. Eckel            For       Did Not    Management
                                                          Vote
1.3   Elect  Director James F. Patterson        For       Did Not    Management
                                                          Vote
1.4   Elect  Director Gerald D. Prothro         For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote
3     Amend Omnibus Stock Plan                  For       Did Not    Management
                                                          Vote
4     Approve Outside Director Stock            For       Did Not    Management
      Awards/Options in Lieu of Cash                      Vote


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

NISOURCE INC.

Ticker:       NI             Security ID:  65473P105
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Steven C. Beering         For       For        Management
1.2   Elect  Director Dennis E. Foster          For       For        Management
1.3   Elect  Director Richard L. Thompson       For       For        Management
1.4   Elect  Director Carolyn Y. Woo            For       For        Management
2     Ratify Auditors                           For       For        Management


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

NTL INCORPORATED

Ticker:       NTLI           Security ID:  62940M104
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jeffrey D. Benjamin       For       Did Not    Management
                                                          Vote
1.2   Elect  Director David Elstein             For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote
3     Amend Omnibus Stock Plan                  For       Did Not    Management
                                                          Vote
4     Approve Executive Incentive Bonus Plan    For       Did Not    Management
                                                          Vote
5     Approve Share Plan Grant                  For       Did Not    Management
                                                          Vote


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

PACIFICARE HEALTH SYSTEMS, INC.

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

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


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

PAN PACIFIC RETAIL PROPERTIES, INC.

Ticker:       PNP            Security ID:  69806L104
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David P. Zimel            For       Did Not    Management
                                                          Vote
2     Declassify the Board of Directors         For       Did Not    Management
                                                          Vote
3     Amend Articles to Increase Ownership      For       Did Not    Management
      Limits of Common Stock                              Vote


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

PATTERSON-UTI  ENERGY INC.

Ticker:       PTEN           Security ID:  703481101
Meeting Date: JUN 29, 2004   Meeting Type: Annual
Record Date:  MAY 28, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Mark S. Siegel            For       For        Management
1.2   Elect  Director Cloyce A. Talbott         For       For        Management
1.3   Elect  Director A. Glenn Patterson        For       For        Management
1.4   Elect  Director Kenneth N. Berns          For       For        Management
1.5   Elect  Director Robert C. Gist            For       For        Management
1.6   Elect  Director Curtis W. Huff            For       For        Management
1.7   Elect  Director Terry H. Hunt             For       For        Management
1.8   Elect  Director Kenneth R. Peak           For       For        Management
1.9   Elect  Director Nadine C. Smith           For       For        Management
2     Increase Authorized Common Stock          For       Against    Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management
5     Ratify Auditors                           For       For        Management


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

PROQUEST COMPANY

Ticker:       PQE            Security ID:  74346P102
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David Bonderman           For       For        Management
1.2   Elect  Director David G. Brown            For       For        Management
1.3   Elect  Director Alan W. Aldworth          For       For        Management
1.4   Elect  Director William E. Oberndorf      For       For        Management
1.5   Elect  Director James P. Roemer           For       For        Management
1.6   Elect  Director Gary L. Roubos            For       For        Management
1.7   Elect  Director Todd S. Nelson            For       For        Management
1.8   Elect  Director Linda G. Roberts          For       For        Management
1.9   Elect  Director William J. White          For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management


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

PS BUSINESS PARKS, INC.

Ticker:       PSB            Security ID:  69360J107
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ronald L. Havner, Jr.     For       Did Not    Management
                                                          Vote
1.2   Elect  Director Joseph D. Russell, Jr.    For       Did Not    Management
                                                          Vote
1.3   Elect  Director Harvey Lenkin             For       Did Not    Management
                                                          Vote
1.4   Elect  Director Vern O. Curtis            For       Did Not    Management
                                                          Vote
1.5   Elect  Director Arthur M. Friedman        For       Did Not    Management
                                                          Vote
1.6   Elect  Director James H. Kropp            For       Did Not    Management
                                                          Vote
1.7   Elect  Director Alan K. Pribble           For       Did Not    Management
                                                          Vote
1.8   Elect  Director Jack D. Steele            For       Did Not    Management
                                                          Vote
2     Approval of the Retirement Plan for       For       Did Not    Management
      Non-Employee Directors                              Vote
3     Ratify Auditors                           For       Did Not    Management
                                                          Vote


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

PUBLIC STORAGE, INC.

Ticker:       PSA            Security ID:  74460D109
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director B. Wayne Hughes           For       For        Management
1.2   Elect  Director Ronald L. Havner, Jr.     For       For        Management
1.3   Elect  Director Harvey Lenkin             For       For        Management
1.4   Elect  Director Robert J. Abernethy       For       For        Management
1.5   Elect  Director Dann V. Angeloff          For       For        Management
1.6   Elect  Director William C. Baker          For       For        Management
1.7   Elect  Director John T. Evans             For       For        Management
1.8   Elect  Director Uri P. Harkham            For       For        Management
1.9   Elect  Director B. Wayne Hughes, Jr.      For       For        Management
1.10  Elect  Director Daniel C. Staton          For       For        Management
2     Ratify Auditors                           For       For        Management


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

ROUSE CO., THE

Ticker:       RSE            Security ID:  779273101
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jeremiah E. Casey         For       Did Not    Management
                                                          Vote
1.2   Elect  Director Roger W. Schipke          For       Did Not    Management
                                                          Vote
2     Increase Authorized Common Stock          For       Did Not    Management
                                                          Vote


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

SIMON PROPERTY GROUP, INC.

Ticker:       SPG            Security ID:  828806109
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Birch Bayh                For       Did Not    Management
                                                          Vote
1.2   Elect  Director Melvyn E. Bergstein       For       Did Not    Management
                                                          Vote
1.3   Elect  Director Linda Walker Bynoe        For       Did Not    Management
                                                          Vote
1.4   Elect  Director Karen N. Horn             For       Did Not    Management
                                                          Vote
1.5   Elect  Director G. William Miller         For       Did Not    Management
                                                          Vote
1.6   Elect  Director J. Albert Smith, Jr.      For       Did Not    Management
                                                          Vote
1.7   Elect  Director Pieter S. van den Berg    For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote
3     Separate Chairman and CEO Positions       Against   Did Not    Shareholder
                                                          Vote


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

SL GREEN REALTY CORP.

Ticker:       SLG            Security ID:  78440X101
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edwin Thomas Burton, III  For       For        Management
2     Ratify Auditors                           For       For        Management


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

SPECTRASITE, INC.

Ticker:       SSI            Security ID:  84761M104
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  APR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stephen H. Clark          For       For        Management
1.2   Elect  Director Paul M. Albert, Jr.       For       For        Management
1.3   Elect  Director Robert Katz               For       For        Management
1.4   Elect  Director Richard Masson            For       For        Management
2     Ratify Auditors                           For       For        Management


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

TARGET CORPORATION

Ticker:       TGT            Security ID:  87612E106
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Calvin Darden             For       Did Not    Management
                                                          Vote
1.2   Elect  Director Michele J. Hooper         For       Did Not    Management
                                                          Vote
1.3   Elect  Director Anne M. Mulcahy           For       Did Not    Management
                                                          Vote
1.4   Elect  Director Stephen W. Sanger         For       Did Not    Management
                                                          Vote
1.5   Elect  Director Warren R. Staley          For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote
3     Amend Omnibus Stock Plan                  For       Did Not    Management
                                                          Vote


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

TERADYNE, INC.

Ticker:       TER            Security ID:  880770102
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John P. Mulroney          For       For        Management
1.2   Elect  Director Patricia S. Wolpert       For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management


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

TRANSKARYOTIC THERAPIES, INC.

Ticker:       TKTX           Security ID:  893735100
Meeting Date: JUN 22, 2004   Meeting Type: Annual
Record Date:  APR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael J. Astrue         For       For        Management
1.2   Elect  Director Walter Gilbert            For       For        Management
1.3   Elect  Director Dennis H. Langer          For       For        Management
1.4   Elect  Director Jonathan S. Leff          For       For        Management
1.5   Elect  Director Rodman W. Moorhead, III   For       For        Management
1.6   Elect  Director Lydia Villa-Komaroff      For       For        Management
1.7   Elect  Director Wayne P. Yetter           For       For        Management
2     Ratify Auditors                           For       For        Management


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

VORNADO REALTY TRUST

Ticker:       VNO            Security ID:  929042109
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Trustee Robert P. Kogod            For       For        Management
1.2   Elect  Trustee David Mandelbaum           For       For        Management
1.3   Elect  Trustee Richard R. West            For       For        Management
2     Ratify Auditors                           For       For        Management


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

WELLS FARGO & COMPANY

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J.A. Blanchard III        For       Did Not    Management
                                                          Vote
1.2   Elect  Director Susan E. Engel            For       Did Not    Management
                                                          Vote
1.3   Elect  Director Enrique Hernandez, Jr.    For       Did Not    Management
                                                          Vote
1.4   Elect  Director Robert L. Joss            For       Did Not    Management
                                                          Vote
1.5   Elect  Director Reatha Clark King         For       Did Not    Management
                                                          Vote
1.6   Elect  Director Richard M. Kovacevich     For       Did Not    Management
                                                          Vote
1.7   Elect  Director Richard D. McCormick      For       Did Not    Management
                                                          Vote
1.8   Elect  Director Cynthia H. Milligan       For       Did Not    Management
                                                          Vote
1.9   Elect  Director Philip J. Quigley         For       Did Not    Management
                                                          Vote
1.10  Elect  Director Donald B. Rice            For       Did Not    Management
                                                          Vote
1.11  Elect  Director Judith M. Runstad         For       Did Not    Management
                                                          Vote
1.12  Elect  Director Stephen W. Sanger         For       Did Not    Management
                                                          Vote
1.13  Elect  Director Susan G. Swenson          For       Did Not    Management
                                                          Vote
1.14  Elect  Director Michael W. Wright         For       Did Not    Management
                                                          Vote
2     Approve Retirement Plan                   For       Did Not    Management
                                                          Vote
3     Ratify Auditors                           For       Did Not    Management
                                                          Vote
4     Expense Stock Options                     Against   Did Not    Shareholder
                                                          Vote
5     Limit Executive Compensation              Against   Did Not    Shareholder
                                                          Vote
6     Link Executive Compensation to Social     Against   Did Not    Shareholder
      Issues                                              Vote
7     Report on Political                       Against   Did Not    Shareholder
      Contributions/Activities                            Vote

========== END NPX REPORT
</PRE>


SIGNATURES

 

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

 


Salomon Brothers Capital and Income Fund Inc.

 

 

By:

 

 

 

/s/ R. Jay Gerken

R. Jay Gerken

Chief Executive Officer and President of Salomon Brothers Capital and Income Fund Inc.

 

 

Date: August 26, 2004