UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-8861 ---------------------------------------------- Morgan Stanley Value Fund - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 1221 Avenue of the Americas, New York, New York 10020 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Amy Doberman, Esq. Managing Director Morgan Stanley Investment Advisors Inc. 1221 Avenue of the Americas New York, New York 10020 - -------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: 800-869-6397 ----------------------------- Date of fiscal year end: 9/30 ----------------------- Date of reporting period: 7/1/05 - 6/30/06 ---------------------- ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-08861 Reporting Period: 07/01/2005 - 06/30/2006 Morgan Stanley Value Fund ========================== MORGAN STANLEY VALUE FUND =========================== AFFILIATED COMPUTER SERVICES, INC. Ticker: ACS Security ID: 008190100 Meeting Date: OCT 27, 2005 Meeting Type: Annual Record Date: SEP 9, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Darwin Deason For For Management 1.2 Elect Director Mark A. King For For Management 1.3 Elect Director Lynn R. Blodgett For For Management 1.4 Elect Director Joseph P. O'Neill For For Management 1.5 Elect Director Frank A. Rossi For For Management 1.6 Elect Director J. Livingston Kosberg For For Management 1.7 Elect Director Dennis McCuistion For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management 4 Approve Recapitalization For For Shareholder - -------------------------------------------------------------------------------- AFLAC INCORPORATED Ticker: AFL Security ID: 001055102 Meeting Date: MAY 1, 2006 Meeting Type: Annual Record Date: FEB 22, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel P. Amos For For Management 1.2 Elect Director John Shelby Amos, II For For Management 1.3 Elect Director Michael H. Armacost For Withhold Management 1.4 Elect Director Kriss Cloninger, III For For Management 1.5 Elect Director Joe Frank Harris For For Management 1.6 Elect Director Elizabeth J. Hudson For For Management 1.7 Elect Director Kenneth S. Janke Sr. For For Management 1.8 Elect Director Douglas W. Johnson For For Management 1.9 Elect Director Robert B. Johnson For For Management 1.10 Elect Director Charles B. Knapp For For Management 1.11 Elect Director Hidefumi Matsui For For Management 1.12 Elect Director E. Stephen Purdom, M.D. For For Management 1.13 Elect Director Barbara K. Rimer, Dr. Ph For For Management 1.14 Elect Director Marvin R. Schuster For For Management 1.15 Elect Director David Gary Thompson For For Management 1.16 Elect Director Tohru Tonoike For For Management 1.17 Elect Director Robert L. Wright For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ALCOA INC. Ticker: AA Security ID: 013817101 Meeting Date: APR 21, 2006 Meeting Type: Annual Record Date: JAN 23, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kathryn S. Fuller For For Management 1.2 Elect Director Judith M. Gueron For For Management 1.3 Elect Director Ernesto Zedillo For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ALTRIA GROUP, INC. Ticker: MO Security ID: 02209S103 Meeting Date: APR 27, 2006 Meeting Type: Annual Record Date: MAR 6, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Elizabeth E. Bailey For For Management 1.2 Elect Director Harold Brown For For Management 1.3 Elect Director Mathis Cabiallavetta For For Management 1.4 Elect Director Louis C. Camilleri For For Management 1.5 Elect Director J. Dudley Fishburn For For Management 1.6 Elect Director Robert E. R. Huntley For For Management 1.7 Elect Director Thomas W. Jones For For Management 1.8 Elect Director George Munoz For For Management 1.9 Elect Director Lucio A. Noto For For Management 1.10 Elect Director John S. Reed For For Management 1.11 Elect Director Stephen M. Wolf For For Management 2 Ratify Auditors For For Management 3 Separate Chairman and CEO Positions Against Against Shareholder 4 Adopt ILO Standards Against Against Shareholder 5 Inform African Americans of Health Risks Against Against Shareholder Associated with Menthol Cigarettes 6 Establish Fire Safety Standards for Against Against Shareholder Cigarettes 7 Adopt Animal Welfare Policy Against Against Shareholder 8 Support Legislation to Reduce Smoking Against Against Shareholder 9 Provide Information on Second Hand Smoke Against Against Shareholder - -------------------------------------------------------------------------------- AMBAC FINANCIAL GROUP, INC. Ticker: ABK Security ID: 023139108 Meeting Date: MAY 2, 2006 Meeting Type: Annual Record Date: MAR 6, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Phillip B. Lassiter For For Management 1.2 Elect Director Michael A. Callen For For Management 1.3 Elect Director Jill M. Considine For For Management 1.4 Elect Director Robert J. Genader For For Management 1.5 Elect Director W. Grant Gregory For For Management 1.6 Elect Director Thomas C. Theobald For For Management 1.7 Elect Director Laura S. Unger For For Management 1.8 Elect Director Henry D.G. Wallace For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AMDOCS LIMITED Ticker: DOX Security ID: G02602103 Meeting Date: JAN 19, 2006 Meeting Type: Annual Record Date: NOV 30, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bruce K. Anderson For Against Management 1.2 Elect Director Adrian Gardner For For Management 1.3 Elect Director Charles E. Foster For For Management 1.4 Elect Director James S. Kahan For Against Management 1.5 Elect Director Dov Baharav For For Management 1.6 Elect Director Julian A. Brodsky For For Management 1.7 Elect Director Eli Gelman For For Management 1.8 Elect Director Nehemia Lemelbaum For For Management 1.9 Elect Director John T. Mclennan For For Management 1.10 Elect Director Robert A. Minicucci For For Management 1.11 Elect Director Simon Olswang For For Management 1.12 Elect Director Mario Segal For For Management 2 APPROVAL OF AMENDMENT OF THE 1998 STOCK For For Management OPTION AND INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE THEREUNDER, TO CONTINUE THE TERM OF THE PLAN FOR AN ADDITIONAL 10-YEAR TERM AND TO MAKE OTHER CHANGES AS DESCRIBED IN THE ACCOMPANY 3 APPROVAL OF SPECIAL RESOLUTION TO PERMIT For For Management DIRECT REPURCHASE BY THE COMPANY OF UNVESTED SHARES OF RESTRICTED STOCK GRANTED UNDER THE 1998 STOCK OPTION AND INCENTIVE PLAN UPON TERMINATION OF EMPLOYMENT OR SERVICE. 4 APPROVAL OF CONSOLIDATED FINANCIAL For For Management STATEMENTS FOR FISCAL YEAR 2005. 5 RATIFICATION AND APPROVAL OF ERNST & For For Management YOUNG LLP AND AUTHORIZATION OF AUDIT COMMITTEE OF BOARD TO FIX REMUNERATION. - -------------------------------------------------------------------------------- AMERICAN ELECTRIC POWER CO. Ticker: AEP Security ID: 025537101 Meeting Date: APR 25, 2006 Meeting Type: Annual Record Date: MAR 2, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director E.R. Brooks For For Management 1.2 Elect Director D.M. Carlton For For Management 1.3 Elect Director R.D. Crosby, Jr. For For Management 1.4 Elect Director J.P. Desbarres For For Management 1.5 Elect Director R.W. Fri For For Management 1.6 Elect Director L.A. Goodspeed For For Management 1.7 Elect Director W.R. Howell For For Management 1.8 Elect Director L.A. Hudson For For Management 1.9 Elect Director M.G. Morris For For Management 1.10 Elect Director L.L. Nowell III For For Management 1.11 Elect Director R.L. Sandor For For Management 1.12 Elect Director D.G. Smith For For Management 1.13 Elect Director K.D. Sullivan For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AMERICAN INTERNATIONAL GROUP, INC. Ticker: AIG Security ID: 026874107 Meeting Date: AUG 11, 2005 Meeting Type: Annual Record Date: JUN 24, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director M. Aidinoff For For Management 1.2 Elect Director P. Chia For For Management 1.3 Elect Director M. Cohen For For Management 1.4 Elect Director W. Cohen For For Management 1.5 Elect Director M. Feldstein For For Management 1.6 Elect Director E. Futter For For Management 1.7 Elect Director S. Hammerman For For Management 1.8 Elect Director C. Hills For For Management 1.9 Elect Director R. Holbrooke For For Management 1.10 Elect Director D. Kanak For For Management 1.11 Elect Director G. Miles, Jr For For Management 1.12 Elect Director M. Offit For For Management 1.13 Elect Director M. Sullivan For For Management 1.14 Elect Director E. Tse For For Management 1.15 Elect Director F. Zarb For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AMERICAN INTERNATIONAL GROUP, INC. Ticker: AIG Security ID: 026874107 Meeting Date: MAY 17, 2006 Meeting Type: Annual Record Date: MAR 24, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Pei-yuan Chia For For Management 1.2 Elect Director Marshall A. Cohen For For Management 1.3 Elect Director Martin S. Feldstein For For Management 1.4 Elect Director Ellen V. Futter For For Management 1.5 Elect Director Stephen L. Hammerman For For Management 1.6 Elect Director Richard C. Holbrooke For For Management 1.7 Elect Director Fred H. Langhammer For For Management 1.8 Elect Director George L. Miles, Jr. For For Management 1.9 Elect Director Morris W. Offit For For Management 1.10 Elect Director James F. Orr, III For For Management 1.11 Elect Director Martin J. Sullivan For For Management 1.12 Elect Director Michael H. Sutton For For Management 1.13 Elect Director Edmund S.W. Tse For For Management 1.14 Elect Director Robert B. Willumstad For For Management 1.15 Elect Director Frank G. Zarb For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- AMERISOURCEBERGEN CORP Ticker: ABC Security ID: 03073E105 Meeting Date: FEB 9, 2006 Meeting Type: Annual Record Date: DEC 29, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard C. Gozon For For Management 1.2 Elect Director J. Lawrence Wilson For For Management 2 Increase Authorized Common Stock For For Management 3 Amend Omnibus Stock Plan For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ANHEUSER-BUSCH COMPANIES, INC. Ticker: BUD Security ID: 035229103 Meeting Date: APR 26, 2006 Meeting Type: Annual Record Date: FEB 28, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James J. Forese For For Management 1.2 Elect Director Vernon R. Loucks, Jr. For For Management 1.3 Elect Director Vilma S. Martinez For For Management 1.4 Elect Director William Porter Payne For For Management 1.5 Elect Director Edward E. Whitacre, Jr. For For Management 2 Declassify the Board of Directors For For Management 3 Approve Non-Employee Director Restricted For For Management Stock Plan 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AT&T INC Ticker: T Security ID: 00206R102 Meeting Date: APR 28, 2006 Meeting Type: Annual Record Date: MAR 1, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William F. Aldinger, III For For Management 1.2 Elect Director Gilbert F. Amelio For For Management 1.3 Elect Director August A. Busch, III For Withhold Management 1.4 Elect Director Martin K. Eby, Jr. For For Management 1.5 Elect Director James A. Henderson For For Management 1.6 Elect Director Charles F. Knight For For Management 1.7 Elect Director Jon C. Madonna For For Management 1.8 Elect Director Lynn M. Martin For For Management 1.9 Elect Director John B. McCoy For For Management 1.10 Elect Director Mary S. Metz For For Management 1.11 Elect Director Toni Rembe For For Management 1.12 Elect Director S. Donley Ritchey For For Management 1.13 Elect Director Joyce M. Roche For Withhold Management 1.14 Elect Director Randall L. Stephenson For For Management 1.15 Elect Director Laura D'Andrea Tyson For For Management 1.16 Elect Director Patricia P. Upton For For Management 1.17 Elect Director Edward E. Whitacre, Jr. For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Amend Articles/Bylaws/Charter-Non-Routine For For Management 5 Report on Political Contributions Against Against Shareholder 6 Separate Chairman and CEO Positions Against For Shareholder 7 Report on Pay Disparity Against Against Shareholder 8 Non-Employee Director Compensation Against Against Shareholder 9 Submit Severance Agreement (Change in Against For Shareholder Control) to shareholder Vote 10 Adopt Simple Majority Vote Requirement Against For Shareholder - -------------------------------------------------------------------------------- AVON PRODUCTS, INC. Ticker: AVP Security ID: 054303102 Meeting Date: MAY 4, 2006 Meeting Type: Annual Record Date: MAR 15, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director W. Don Cornwell For For Management 1.2 Elect Director Edward T. Fogarty For For Management 1.3 Elect Director Stanley C. Gault For For Management 1.4 Elect Director Fred Hassan For For Management 1.5 Elect Director Andrea Jung For For Management 1.6 Elect Director Maria Elena Lagomasino For For Management 1.7 Elect Director Ann S. Moore For For Management 1.8 Elect Director Paul S. Pressler For For Management 1.9 Elect Director Paula Stern, Ph.D. For For Management 1.10 Elect Director Lawrence A. Weinbach For For Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Election Against For Shareholder of Directors 4 Report on Charitable Contributions Against Against Shareholder 5 Performance-Based Equity Awards Against For Shareholder 6 Report on Toxic Chemicals Against Against Shareholder - -------------------------------------------------------------------------------- BANK OF AMERICA CORP. Ticker: BAC Security ID: 060505104 Meeting Date: APR 26, 2006 Meeting Type: Annual Record Date: MAR 3, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William Barnet, III For For Management 1.2 Elect Director Frank P. Bramble, Sr. For For Management 1.3 Elect Director John T. Collins For For Management 1.4 Elect Director Gary L. Countryman For For Management 1.5 Elect Director Tommy R. Franks For For Management 1.6 Elect Director Paul Fulton For For Management 1.7 Elect Director Charles K. Gifford For For Management 1.8 Elect Director W. Steven Jones For For Management 1.9 Elect Director Kenneth D. Lewis For For Management 1.10 Elect Director Monica C. Lozano For For Management 1.11 Elect Director Walter E. Massey For For Management 1.12 Elect Director Thomas J. May For For Management 1.13 Elect Director Patricia E. Mitchell For For Management 1.14 Elect Director Thomas M. Ryan For For Management 1.15 Elect Director O. Temple Sloan, Jr. For For Management 1.16 Elect Director Meredith R. Spangler For For Management 1.17 Elect Director Robert L. Tillman For For Management 1.18 Elect Director Jackie M. Ward For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Publish Political Contributions Against Against Shareholder 5 Require a Majority Vote for the Election Against For Shareholder of Directors 6 Provide for an Independent Chairman Against For Shareholder 7 Exclude Reference to Sexual Orientation Against Against Shareholder from the Company's EEO Statement - -------------------------------------------------------------------------------- BANK OF NEW YORK CO., INC., THE Ticker: BK Security ID: 064057102 Meeting Date: APR 11, 2006 Meeting Type: Annual Record Date: FEB 21, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Frank J. Biondi For Did Not Management Vote 1.2 Elect Director Nicholas M. Donofrio For Did Not Management Vote 1.3 Elect Director Gerald L. Hassel For Did Not Management Vote 1.4 Elect Director Richard J. Kogan For Did Not Management Vote 1.5 Elect Director Michael J. Kowalski For Did Not Management Vote 1.6 Elect Director John A. Luke, Jr. For Did Not Management Vote 1.7 Elect Director John C. Malone For Did Not Management Vote 1.8 Elect Director Paul Myners For Did Not Management Vote 1.9 Elect Director Catherine A. Rein For Did Not Management Vote 1.10 Elect Director Thomas A. Renyi For Did Not Management Vote 1.11 Elect Director William C. Richardson For Did Not Management Vote 1.12 Elect Director Brian l. Roberts For Did Not Management Vote 1.13 Elect Director Samuel C. Scott, III For Did Not Management Vote 1.14 Elect Director Richard C. Vaughan For Did Not Management Vote 2 Ratify Auditors For Did Not Management Vote 3 Provide for Cumulative Voting Against Did Not Shareholder Vote 4 Reimbursement of Expenses of Opposition Against Did Not Shareholder Candidates Vote - -------------------------------------------------------------------------------- BERKSHIRE HATHAWAY INC. Ticker: BRK.A Security ID: 084670207 Meeting Date: MAY 6, 2006 Meeting Type: Annual Record Date: MAR 8, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Warren E. Buffett For For Management 1.2 Elect Director Charles T. Munger For For Management 1.3 Elect Director Howard G. Buffett For For Management 1.4 Elect Director Malcolm G. Chace For For Management 1.5 Elect Director William H. Gates, III For For Management 1.6 Elect Director David S. Gottesman For For Management 1.7 Elect Director Charlotte Guyman For For Management 1.8 Elect Director Donald R. Keough For For Management 1.9 Elect Director Thomas S. Murphy For For Management 1.10 Elect Director Ronald L. Olson For For Management 1.11 Elect Director Walter Scott, Jr. For For Management - -------------------------------------------------------------------------------- BOSTON SCIENTIFIC CORP. Ticker: BSX Security ID: 101137107 Meeting Date: MAR 31, 2006 Meeting Type: Special Record Date: FEB 22, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 Increase Authorized Common Stock For For Management 2 Issue Shares in Connection with an For For Management Acquisition - -------------------------------------------------------------------------------- BOSTON SCIENTIFIC CORP. Ticker: BSX Security ID: 101137107 Meeting Date: MAY 9, 2006 Meeting Type: Annual Record Date: MAR 17, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John E. Abele For For Management 1.2 Elect Director Joel L. Fleishman For For Management 1.3 Elect Director Ernest Mario For For Management 1.4 Elect Director Uwe E. Reinhardt For For Management 2.1 Elect Director Kristina M. Johnson, Ph.D. For For Management 2.2 Elect Director Nancy-Ann DeParle For For Management 3 Ratify Auditors For For Management 4 Approve Qualified Employee Stock Purchase For For Management Plan - -------------------------------------------------------------------------------- BRISTOL-MYERS SQUIBB CO. Ticker: BMY Security ID: 110122108 Meeting Date: MAY 2, 2006 Meeting Type: Annual Record Date: MAR 6, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert E. Allen For For Management 1.2 Elect Director Lewis B. Campbell For For Management 1.3 Elect Director Vance D. Coffman For For Management 1.4 Elect Director James M. Cornelius For For Management 1.5 Elect Director Peter R. Dolan For For Management 1.6 Elect Director Louis J. Freeh For For Management 1.7 Elect Director Laurie H. Glimcher, M.D. For For Management 1.8 Elect Director Leif Johansson For For Management 1.9 Elect Director James D. Robinson, III For For Management 2 Ratify Auditor For For Management 3 Increase Disclosure of Executive Against Against Shareholder Compensation 4 Provide for Cumulative Voting Against For Shareholder 5 Claw-back of Payments under Restatements Against Against Shareholder 6 Report on Animal Welfare Against Against Shareholder 7 Establish Term Limits for Directors Against Against Shareholder - -------------------------------------------------------------------------------- CARDINAL HEALTH, INC. Ticker: CAH Security ID: 14149Y108 Meeting Date: NOV 2, 2005 Meeting Type: Annual Record Date: SEP 9, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J. Michael Losh For For Management 1.2 Elect Director John B. McCoy For For Management 1.3 Elect Director Michael D. O'Halleran For For Management 1.4 Elect Director Jean G. Spaulding, M.D. For For Management 1.5 Elect Director Matthew D. Walter For For Management 2 Approve Omnibus Stock Plan For For Management 3 Declassify the Board of Directors For For Management - -------------------------------------------------------------------------------- CBS CORP Ticker: CBS.A Security ID: 124857202 Meeting Date: MAY 25, 2006 Meeting Type: Annual Record Date: MAR 31, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David R. Andelman For For Management 1.2 Elect Director Joseph A. Califano, Jr. For For Management 1.3 Elect Director William S. Cohen For For Management 1.4 Elect Director Philippe P. Dauman For For Management 1.5 Elect Director Charles K. Gifford For For Management 1.6 Elect Director Bruce S. Gordon For For Management 1.7 Elect Director Leslie Moonves For For Management 1.8 Elect Director Shari Redstone For For Management 1.9 Elect Director Sumner M. Redstone For For Management 1.10 Elect Director Ann N. Reese For For Management 1.11 Elect Director Judith A. Sprieser For For Management 1.12 Elect Director Robert D. Walter For For Management 2 Ratify Auditors For For Management 3 Approve Option Exchange Offer For Against Management 4 Amend Non-Employee Director Stock Option For Against Management Plan 5 Amend Non-Employee Director Restricted For Against Management Stock Plan 6 Company-Specific -- Adopt a Against For Shareholder Recapitalization Plan - -------------------------------------------------------------------------------- CHECK POINT SOFTWARE TECHNOLOGIES INC Ticker: CHKP Security ID: M22465104 Meeting Date: SEP 27, 2005 Meeting Type: Annual Record Date: AUG 19, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTORS (OTHER THAN OUTSIDE For For Management DIRECTORS): GIL SHWED, MARIUS NACHT, JERRY UNGERMAN, DAVID RUBNER, TAL SHAVIT. 2 TO RATIFY THE APPOINTMENT AND For For Management COMPENSATION OF CHECK POINT S INDEPENDENT PUBLIC ACCOUNTANTS. 3 TO RATIFY AND APPROVE CHECK POINT S NEW For Against Management EQUITY INCENTIVE PLANS. 4 TO RATIFY AND APPROVE AN EXTENSION OF For For Management CHECK POINT S 1996 EMPLOYEE STOCK PURCHASE PLAN. 5 TO AMEND CHECK POINT S ARTICLES OF For For Management ASSOCIATION REGARDING INSURANCE, INDEMNIFICATION AND EXCULPATION. 6 TO APPROVE CORRESPONDING AMENDMENTS TO For For Management THE INDEMNIFICATION AGREEMENTS WITH EACH OF CHECK POINT S DIRECTORS. 7 TO AMEND CHECK POINT S ARTICLES OF For For Management ASSOCIATION REGARDING DISTRIBUTION OF ANNUAL FINANCIAL STATEMENTS. 8 TO APPROVE COMPENSATION TO CERTAIN For Against Management EXECUTIVE OFFICERS WHO ARE ALSO BOARD MEMBERS. 9 TO APPROVE CASH COMPENSATION OF CHECK For For Management POINT S DIRECTORS WHO ARE NOT EMPLOYEES. 10 I HAVE A PERSONAL INTEREST IN ITEM 5 None Against Management PLEASE MARK FOR IF YOU HAVE A PERSONAL INTEREST 11 I HAVE A PERSONAL INTEREST IN ITEM 6 None Against Management PLEASE MARK FOR IF YOU HAVE A PERSONAL INTEREST 12 I HAVE A PERSONAL INTEREST IN ITEM 8 None Against Management PLEASE MARK FOR IF YOU HAVE A PERSONAL INTEREST - -------------------------------------------------------------------------------- CHUBB CORP., THE Ticker: CB Security ID: 171232101 Meeting Date: APR 25, 2006 Meeting Type: Annual Record Date: MAR 6, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Zoe Baird For For Management 1.2 Elect Director Sheila P. Burke For For Management 1.3 Elect Director James I. Cash, Jr. For For Management 1.4 Elect Director Joel J. Cohen For For Management 1.5 Elect Director James M. Cornelius For For Management 1.6 Elect Director John D. Finnegan For For Management 1.7 Elect Director Klaus J. Mangold For For Management 1.8 Elect Director Sir David G. Scholey For For Management 1.9 Elect Director Raymond G.H. Seitz For For Management 1.10 Elect Director Lawrence M. Small For For Management 1.11 Elect Director Daniel E. Somers For For Management 1.12 Elect Director Karen Hastie Williams For For Management 1.13 Elect Director Alfred W. Zollar For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management 4 Require a Majority Vote for the Election Against For Shareholder of Directors 5 Report on Political Contributions Against Against Shareholder - -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: NOV 15, 2005 Meeting Type: Annual Record Date: SEP 16, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carol A. Bartz For For Management 1.2 Elect Director M. Michele Burns For For Management 1.3 Elect Director Larry R. Carter For For Management 1.4 Elect Director John T. Chambers For For Management 1.5 Elect Director Dr. John L. Hennessy For For Management 1.6 Elect Director Richard M. Kovacevich For For Management 1.7 Elect Director Roderick C. McGeary For For Management 1.8 Elect Director James C. Morgan For For Management 1.9 Elect Director John P. Morgridge For For Management 1.10 Elect Director Steven M. West For For Management 1.11 Elect Director Jerry Yang For For Management 2 Approve Stock Option Plan For For Management 3 Ratify Auditors For For Management 4 Review/Limit Executive Compensation Against Against Shareholder 5 Report on Pay Disparity Against Against Shareholder 6 Report on Human Rights Policy Against Against Shareholder - -------------------------------------------------------------------------------- CITIGROUP INC. Ticker: C Security ID: 172967101 Meeting Date: APR 18, 2006 Meeting Type: Annual Record Date: FEB 24, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director C. Michael Armstrong For For Management 1.2 Elect Director Alain J.P. Belda For For Management 1.3 Elect Director George David For For Management 1.4 Elect Director Kenneth T. Derr For For Management 1.5 Elect Director John M. Deutch For For Management 1.6 Elect Director Roberto Hernandez Ramirez For For Management 1.7 Elect Director Ann Dibble Jordan For For Management 1.8 Elect Director Klaus Kleinfeld For For Management 1.9 Elect Director Andrew N. Liveris For For Management 1.10 Elect Director Dudley C. Mecum For For Management 1.11 Elect Director Anne M. Mulcahy For For Management 1.12 Elect Director Richard D. Parsons For For Management 1.13 Elect Director Charles Prince For For Management 1.14 Elect Director Dr. Judith Rodin For For Management 1.15 Elect Director Robert E. Rubin For For Management 1.16 Elect Director Franklin A. Thomas For For Management 2 Ratify Auditors For For Management 3 Reduce Supermajority Vote Requirement For For Management 4 Reduce Supermajority Vote Requirement For For Management 5 Reduce Supermajority Vote Requirement For For Management 6 End Issuance of Options and Prohibit Against Against Shareholder Repricing 7 Report on Political Contributions Against Against Shareholder 8 Report on Charitable Contributions Against Against Shareholder 9 Performance-Based Equity Awards Against For Shareholder 10 Reimbursement of Expenses Incurred by Against Against Shareholder Shareholder(s) 11 Separate Chairman and CEO Positions Against For Shareholder 12 Clawback of Payments Under Restatement Against Against Shareholder - -------------------------------------------------------------------------------- CLEAR CHANNEL COMMUNICATIONS, INC. Ticker: CCU Security ID: 184502102 Meeting Date: APR 26, 2006 Meeting Type: Annual Record Date: MAR 10, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan D. Feld For For Management 1.2 Elect Director Perry J. Lewis For For Management 1.3 Elect Director L. Lowry Mays For For Management 1.4 Elect Director Mark P. Mays For For Management 1.5 Elect Director Randall T. Mays For For Management 1.6 Elect Director B. J. McCombs For For Management 1.7 Elect Director Phyllis B. Riggins For For Management 1.8 Elect Director Theodore H. Strauss For For Management 1.9 Elect Director J. C. Watts, Jr. For For Management 1.10 Elect Director John H. Williams For Withhold Management 1.11 Elect Director John B. Zachry For For Management 2 Ratify Auditors For For Management 3 Report on Political Contributions Against Against Shareholder 4 Establish a Compensation Committee Against For Shareholder - -------------------------------------------------------------------------------- COCA-COLA COMPANY, THE Ticker: KO Security ID: 191216100 Meeting Date: APR 19, 2006 Meeting Type: Annual Record Date: FEB 21, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Herbert A. Allen For For Management 1.2 Elect Director Ronald W. Allen For For Management 1.3 Elect Director Cathleen P. Black For For Management 1.4 Elect Director Barry Diller For Withhold Management 1.5 Elect Director E. Neville Isdell For For Management 1.6 Elect Director Donald R. Keough For For Management 1.7 Elect Director Donald F. McHenry For For Management 1.8 Elect Director Sam Nunn For For Management 1.9 Elect Director James D. Robinson, III For For Management 1.10 Elect Director Peter V. Ueberroth For For Management 1.11 Elect Director James B. Williams For For Management 2 Ratify Auditors For For Management 3 Amend Restricted Stock Plan For For Management 4 Report on Charitable Contributions Against Against Shareholder 5 Review/ Report on Recycling Policy Against Against Shareholder 6 Performance-Based and/or Time-Based Against For Shareholder Equity Awards 7 Report on Environmental Liabilities in Against Against Shareholder India 8 Sponsor Independent Inquiry into Against Against Shareholder Operations in Columbia - -------------------------------------------------------------------------------- COMCAST CORP. Ticker: CMCSA Security ID: 20030N101 Meeting Date: MAY 18, 2006 Meeting Type: Annual Record Date: MAR 10, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director S. Decker Anstrom For For Management 1.2 Elect Director Kenneth J. Bacon For For Management 1.3 Elect Director Sheldon M. Bonovitz For For Management 1.4 Elect Director Edward D. Breen For For Management 1.5 Elect Director Julian A. Brodsky For For Management 1.6 Elect Director Joseph J. Collins For For Management 1.7 Elect Director J. Michael Cook For For Management 1.8 Elect Director Jeffrey A. Honickman For For Management 1.9 Elect Director Brian L. Roberts For For Management 1.10 Elect Director Ralph J. Roberts For For Management 1.11 Elect Director Judith Rodin For For Management 1.12 Elect Director Michael I. Sovern For For Management 2 Ratify Auditors For For Management 3 Amend Qualified Employee Stock Purchase For For Management Plan 4 Amend Restricted Stock Plan For For Management 5 Approve Executive Incentive Bonus Plan For For Management 6 Put Repricing of Stock Options to Against Against Shareholder Shareholder Vote 7 Separate Chairman and CEO Positions Against Against Shareholder 8 Limit Executive Compensation Against Against Shareholder 9 Company-Specific-Adopt Recapitalization Against For Shareholder Plan 10 Establish Other Board Committee Against Against Shareholder - -------------------------------------------------------------------------------- DOMINION RESOURCES, INC. Ticker: D Security ID: 25746U109 Meeting Date: APR 28, 2006 Meeting Type: Annual Record Date: FEB 24, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter W. Brown For For Management 1.2 Elect Director Ronald J. Calise For For Management 1.3 Elect Director Thos. E. Capps For For Management 1.4 Elect Director George A. Davidson, Jr. For For Management 1.5 Elect Director Thomas F. Farrell, II For For Management 1.6 Elect Director John W. Harris For For Management 1.7 Elect Director Robert S. Jepson, Jr. For For Management 1.8 Elect Director Mark J. Kington For For Management 1.9 Elect Director Benjamin J. Lambert, III For For Management 1.10 Elect Director Richard L. Leatherwood For For Management 1.11 Elect Director Margaret A. McKenna For For Management 1.12 Elect Director Frank S. Royal, M.D. For For Management 1.13 Elect Director S. Dallas Simmons For For Management 1.14 Elect Director David A. Wollard For For Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Election Against For Shareholder of Directors 4 Report on Greenhouse Gas Emissions Against Against Shareholder 5 Submit Supplemental Executive Retirement Against Against Shareholder Plans to Shareholder vote - -------------------------------------------------------------------------------- DOW CHEMICAL COMPANY, THE Ticker: DOW Security ID: 260543103 Meeting Date: MAY 11, 2006 Meeting Type: Annual Record Date: MAR 13, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jacqueline K. Barton For For Management 1.2 Elect Director James A. Bell For For Management 1.3 Elect Director Barbara Hackman Franklin For For Management 1.4 Elect Director Andrew N. Liveris For For Management 1.5 Elect Director Geoffery E. Merszei For For Management 1.6 Elect Director J. Pedro Reinhard For For Management 1.7 Elect Director Ruth G. Shaw For For Management 1.8 Elect Director Paul G. Stern For For Management 2 Ratify Auditors For For Management 3 Report on Remediation Policies in Bhopal Against Against Shareholder 4 Report on Genetically Modified Organisms Against Against Shareholder 5 Evaluate Potential Links Between Company Against Against Shareholder Products and Asthma 6 Report on Security of Chemical Facilities Against Against Shareholder - -------------------------------------------------------------------------------- E.I. DU PONT DE NEMOURS & CO. Ticker: DD Security ID: 263534109 Meeting Date: APR 26, 2006 Meeting Type: Annual Record Date: MAR 6, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alain J.P. Belda For For Management 1.2 Elect Director Richard H. Brown For For Management 1.3 Elect Director Curtis J. Crawford For For Management 1.4 Elect Director John T. Dillon For For Management 1.5 Elect Director Eleuthere I. du Pont For For Management 1.6 Elect Director Charles O. Holliday, Jr. For For Management 1.7 Elect Director Lois D. Juliber For For Management 1.8 Elect Director Masahisa Naitoh For For Management 1.9 Elect Director Sean O'Keefe For For Management 1.10 Elect Director William K. Reilly For For Management 1.11 Elect Director Charles M. Vest For For Management 2 Ratify Auditors For For Management 3 Review Executive Compensation Against Against Shareholder 4 Report on Genetically Modified Organisms Against Against Shareholder 5 Performance-Based Against For Shareholder 6 Report on Feasibility of Phasing out PFOA Against Against Shareholder 7 Report on Security of Chemical Facilities Against Against Shareholder - -------------------------------------------------------------------------------- FEDERATED DEPARTMENT STORES, INC. Ticker: FD Security ID: 31410H101 Meeting Date: JUL 13, 2005 Meeting Type: Annual Record Date: MAY 20, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with an For For Management Acquisition 2.1 Elect Director Meyer Feldberg For For Management 2.2 Elect Director Terry J. Lundgren For For Management 2.3 Elect Director Marna C. Whittington For For Management 3 Declassify the Board of Directors For For Management 4 Ratify Auditors For For Management 5 Adjourn Meeting For Against Management - -------------------------------------------------------------------------------- FEDERATED DEPARTMENT STORES, INC. Ticker: FD Security ID: 31410H101 Meeting Date: MAY 19, 2006 Meeting Type: Annual Record Date: MAR 31, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joyce M. Roche For For Management 1.2 Elect Director William P. Stiritz For For Management 1.3 Elect Director Craig E. Weatherup For For Management 2 Ratify Auditors For For Management 3 Increase Authorized Common Stock For For Management 4 Amend Omnibus Stock Plan For For Management 5 Amend Omnibus Stock Plan For For Management 6 Limit Boards on Which Directors May Against Against Shareholder Concurrently Serve - -------------------------------------------------------------------------------- FIRST DATA CORP. Ticker: FDC Security ID: 319963104 Meeting Date: MAY 10, 2006 Meeting Type: Annual Record Date: MAR 13, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel P. Burnham For For Management 1.2 Elect Director Jack M. Greenberg For For Management 1.3 Elect Director Courtney F. Jones For For Management 1.4 Elect Director Charles T. Russell For For Management 2 Elect Director David A. Coulter For For Management 3 Elect Director Henry C. Duques For For Management 4 Elect Director Peter B. Ellwood For For Management 5 Ratify Auditors For For Management - -------------------------------------------------------------------------------- FIRSTENERGY CORPORATION Ticker: FE Security ID: 337932107 Meeting Date: MAY 16, 2006 Meeting Type: Annual Record Date: MAR 21, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Anthony J. Alexander For Withhold Management 1.2 Elect Director Carol A. Cartwright For Withhold Management 1.3 Elect Director William T. Cottle For Withhold Management 1.4 Elect Director Robert B. Heisler, Jr. For Withhold Management 1.5 Elect Director Russell W. Maier For Withhold Management 1.6 Elect Director George M. Smart For Withhold Management 1.7 Elect Director Wes M. Taylor For Withhold Management 1.8 Elect Director Jesse T. Williams, Sr. For Withhold Management 2 Ratify Auditors For For Management 3 Adopt Simple Majority Vote Requirement Against For Shareholder 4 Submit Severance Agreement (Change in Against For Shareholder Control) to shareholder Vote - -------------------------------------------------------------------------------- FLEXTRONICS INTERNATIONAL LTD. Ticker: FLEX Security ID: Y2573F102 Meeting Date: SEP 20, 2005 Meeting Type: Annual Record Date: JUL 29, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mr. James A. Davidson For For Management 1.2 Elect Director Mr. Lip-Bu Tan For For Management 2 RE-APPOINTMENT OF MR. PATRICK FOLEY AS A For For Management DIRECTOR OF THE COMPANY. 3 Ratify Auditors For For Management 4 TO APPROVE THE AUTHORIZATION FOR THE For For Management DIRECTORS OF THE COMPANY TO ALLOT AND ISSUE ORDINARY SHARES. 5 TO APPROVE THE DIRECTOR CASH COMPENSATION For For Management AND ADDITIONAL CASH COMPENSATION FOR THE CHAIRMAN OF THE AUDIT COMMITTEE (IF APPOINTED) AND FOR COMMITTEE PARTICIPATION. 6 TO APPROVE THE PROPOSED RENEWAL OF THE For For Management SHARE PURCHASE MANDATE RELATING TO ACQUISITIONS BY THE COMPANY OF ITS OWN ISSUED ORDINARY SHARES. - -------------------------------------------------------------------------------- FREDDIE MAC Ticker: FRE Security ID: 313400301 Meeting Date: JUL 15, 2005 Meeting Type: Annual Record Date: MAY 27, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Barbara T. Alexander For For Management 1.2 Elect Director Geoffrey T. Boisi For For Management 1.3 Elect Director Joan E. Donoghue For For Management 1.4 Elect Director Michelle Engler For For Management 1.5 Elect Director Richard Karl Goeltz For For Management 1.6 Elect Director Thomas S. Johnson For For Management 1.7 Elect Director William M. Lewis, Jr. For For Management 1.8 Elect Director Eugene M. Mcquade For For Management 1.9 Elect Director Shaun F. O'Malley For For Management 1.10 Elect Director Ronald F. Poe For For Management 1.11 Elect Director Stephen A. Ross For For Management 1.12 Elect Director Richard F. Syron For For Management 1.13 Elect Director William J. Turner For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- GANNETT CO., INC. Ticker: GCI Security ID: 364730101 Meeting Date: APR 18, 2006 Meeting Type: Annual Record Date: FEB 24, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Marjorie Magner For For Management 1.2 Elect Director Duncan M. McFarland For For Management 1.3 Elect Director Karen Hastie Williams For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Declassify the Board of Directors Against Against Shareholder 5 Separate Chairman and CEO Positions Against Against Shareholder - -------------------------------------------------------------------------------- GENWORTH FINANCIAL, INC. Ticker: GNW Security ID: 37247D106 Meeting Date: MAY 17, 2006 Meeting Type: Annual Record Date: MAR 24, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Frank J. Borelli For For Management 1.2 Elect Director Michael D. Fraizer For For Management 1.3 Elect Director Nancy J. Karch For For Management 1.4 Elect Director J. Robert Bob Kerrey For For Management 1.5 Elect Director Saiyid T. Naqvi For For Management 1.6 Elect Director James A. Parke For For Management 1.7 Elect Director James S. Riepe For For Management 1.8 Elect Director Thomas B. Wheeler For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- GLAXOSMITHKLINE PLC (FORMERLY GLAXO WELLCOME PLC ) Ticker: GSK Security ID: 37733W105 Meeting Date: MAY 17, 2006 Meeting Type: Annual Record Date: MAR 10, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 TO RECEIVE AND ADOPT THE DIRECTORS For For Management REPORT AND THE FINANCIAL STATEMENTS 2 TO APPROVE THE REMUNERATION REPORT For For Management 3 TO ELECT DR MONCEF SLAOUI AS A DIRECTOR For For Management 4 TO ELECT MR TOM DE SWAAN AS A DIRECTOR For For Management 5 TO RE-ELECT MR LARRY CULP AS A DIRECTOR For For Management 6 TO RE-ELECT SIR CRISPIN DAVIS AS A For For Management DIRECTOR 7 TO RE-ELECT DR RONALDO SCHMITZ AS A For For Management DIRECTOR 8 Ratify Auditors For For Management 9 REMUNERATION OF AUDITORS For For Management 10 TO AUTHORISE THE COMPANY TO MAKE For For Management DONATIONS TO EU POLITICAL ORGANISATIONS AND INCUR EU POLITICAL EXPENDITURE 11 AUTHORITY TO ALLOT SHARES For For Management 12 DISAPPLICATION OF PRE-EMPTION RIGHTS For For Management (INDICATES A SPECIAL RESOLUTION) 13 AUTHORITY FOR THE COMPANY TO PURCHASE ITS For For Management OWN SHARES (INDICATES A SPECIAL RESOLUTION) - -------------------------------------------------------------------------------- HARTFORD FINANCIAL SERVICES GROUP, INC., THE Ticker: HIG Security ID: 416515104 Meeting Date: MAY 17, 2006 Meeting Type: Annual Record Date: MAR 20, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ramani Ayer For For Management 1.2 Elect Director Ramon de Oliveira For For Management 1.3 Elect Director Edward J. Kelly, III For For Management 1.4 Elect Director Paul G. Kirk, Jr For For Management 1.5 Elect Director Thomas M. Marra For For Management 1.6 Elect Director Gail J. McGovern For For Management 1.7 Elect Director Michael G. Morris For For Management 1.8 Elect Director Robert W. Selander For For Management 1.9 Elect Director Charles B. Strauss For For Management 1.10 Elect Director H. Patrick Swygert For For Management 1.11 Elect Director David K. Zwiener For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- HEWLETT-PACKARD CO. Ticker: HPQ Security ID: 428236103 Meeting Date: MAR 15, 2006 Meeting Type: Annual Record Date: JAN 17, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director P.C. Dunn For For Management 1.2 Elect Director L.T. Babbio, Jr. For For Management 1.3 Elect Director S.M. Baldauf For For Management 1.4 Elect Director R.A. Hackborn For For Management 1.5 Elect Director J.H. Hammergren For For Management 1.6 Elect Director M.V. Hurd For For Management 1.7 Elect Director G.A. Keyworth Ii For For Management 1.8 Elect Director T.J. Perkins For For Management 1.9 Elect Director R.L. Ryan For For Management 1.10 Elect Director L.S. Salhany For For Management 1.11 Elect Director R.P. Wayman For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Require a Majority Vote for the Election Against Against Shareholder of Directors 5 Claw-Back of Payments under Restatement Against Against Shareholder - -------------------------------------------------------------------------------- INTEL CORP. Ticker: INTC Security ID: 458140100 Meeting Date: MAY 17, 2006 Meeting Type: Annual Record Date: MAR 20, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Craig R. Barrett For For Management 2 Elect Director Charlene Barshefsky For For Management 3 Elect Director E. John P. Browne For For Management 4 Elect Director D. James Guzy For For Management 5 Elect Director Reed E. Hundt For For Management 6 Elect Director Paul S. Otellini For For Management 7 Elect Director James D. Plummer For For Management 8 Elect Director David S. Pottruck For For Management 9 Elect Director Jane E. Shaw For For Management 10 Elect Director John L. Thornton For For Management 11 Elect Director David B. Yoffie For For Management 12 Rescind Fair Price Provision For For Management 13 Amend Articles/Bylaws/Repeal For For Management Supermajority Vote 14 Ratify Auditors For For Management 15 Approve Omnibus Stock Plan For For Management 16 Approve Qualified Employee Stock Purchase For For Management Plan - -------------------------------------------------------------------------------- INTERNATIONAL BUSINESS MACHINES CORP. Ticker: IBM Security ID: 459200101 Meeting Date: APR 25, 2006 Meeting Type: Annual Record Date: FEB 24, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Cathleen Black For For Management 1.2 Elect Director Kenneth I. Chenault For For Management 1.3 Elect Director Juergen Dormann For For Management 1.4 Elect Director Michael L. Eskew For Withhold Management 1.5 Elect Director Shirley Ann Jackson For For Management 1.6 Elect Director Minoru Makihara For For Management 1.7 Elect Director Lucio A. Noto For For Management 1.8 Elect Director James W. Owens For For Management 1.9 Elect Director Samuel J. Palmisano For For Management 1.10 Elect Director Joan E. Spero For For Management 1.11 Elect Director Sidney Taurel For For Management 1.12 Elect Director Charles M. Vest For For Management 1.13 Elect Director Lorenzo H. Zambrano For Withhold Management 2 Ratify Auditors For For Management 3 Provide for Cumulative Voting Against For Shareholder 4 Evaluate Age Discrimination in Retirement Against Against Shareholder Plans 5 Time-Based Equity Awards Against For Shareholder 6 Increase Disclosure of Executive Against Against Shareholder Compensation 7 Report on Outsourcing Against Against Shareholder 8 Implement/ Increase Activity on the China Against Against Shareholder Principles 9 Report on Political Contributions Against Against Shareholder 10 Require a Majority Vote for the Election Against For Shareholder of Directors 11 Adopt Simple Majority Vote Against For Shareholder - -------------------------------------------------------------------------------- INTERNATIONAL PAPER CO. Ticker: IP Security ID: 460146103 Meeting Date: MAY 8, 2006 Meeting Type: Annual Record Date: MAR 16, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John L. Townsend, III For For Management 1.2 Elect Director John F. Turner For For Management 1.3 Elect Director Alberto Weisser For For Management 1.4 Elect Director John V. Faraci For For Management 1.5 Elect Director Donald F. McHenry For For Management 1.6 Elect Director William G. Walter For For Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Election Against For Shareholder of Directors 4 Sustainable Forestry Report Against Against Shareholder 5 Declassify the Board of Directors Against For Shareholder - -------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 16, 2006 Meeting Type: Annual Record Date: MAR 17, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John H. Biggs For For Management 1.2 Elect Director Stephen B. Burke For For Management 1.3 Elect Director James S. Crown For For Management 1.4 Elect Director James Dimon For For Management 1.5 Elect Director Ellen V. Futter For For Management 1.6 Elect Director William H. Gray, III For For Management 1.7 Elect Director William B. Harrison, Jr. For For Management 1.8 Elect Director Laban P. Jackson, Jr. For For Management 1.9 Elect Director John W. Kessler For For Management 1.10 Elect Director Robert I. Lipp For For Management 1.11 Elect Director Richard A. Manoogian For For Management 1.12 Elect Director David C. Novak For For Management 1.13 Elect Director Lee R. Raymond For For Management 1.14 Elect Director William C. Weldon For For Management 2 Ratify Auditors For For Management 3 Put Repricing of Stock Options to Against Against Shareholder Shareholder Vote 4 Performance-Based Equity Awards Against For Shareholder 5 Separate Chairman and CEO Positions Against Against Shareholder 6 Remove Reference to Sexual Orientation Against Against Shareholder from EEO Statement 7 Amend Articles/Bylaws/Charter -- Call Against Against Shareholder Special Meetings 8 Report on Lobbying Activities Against Against Shareholder 9 Report on Political Contributions Against Against Shareholder 10 Approve Terms of Existing Poison Pill Against Against Shareholder 11 Provide for Cumulative Voting Against For Shareholder 12 Claw-back of Payments under Restatements Against Against Shareholder 13 Require Director Nominee Qualifications Against Against Shareholder - -------------------------------------------------------------------------------- KIMBERLY-CLARK CORP. Ticker: KMB Security ID: 494368103 Meeting Date: APR 27, 2006 Meeting Type: Annual Record Date: FEB 27, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dennis R. Beresford For For Management 1.2 Elect Director Abelardo E. Bru For For Management 1.3 Elect Director Thomas J. Falk For For Management 1.4 Elect Director Mae C. Jemison, M.D. For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors Against For Shareholder 4 Adopt ILO Standards Against Against Shareholder 5 Require a Majority Vote for the Election Against For Shareholder of Directors 6 Report on Feasibility of Phasing Out the Against Against Shareholder Use of Non-certified Wood Fiber - -------------------------------------------------------------------------------- KRAFT FOODS INC Ticker: KFT Security ID: 50075N104 Meeting Date: APR 25, 2006 Meeting Type: Annual Record Date: MAR 1, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jan Bennink For For Management 1.2 Elect Director Louis C. Camilleri For For Management 1.3 Elect Director Roger K. Deromedi For For Management 1.4 Elect Director Dinyar S. Devitre For For Management 1.5 Elect Director Richard A. Lerner, M.D. For For Management 1.6 Elect Director John C. Pope For For Management 1.7 Elect Director Mary L. Schapiro For For Management 1.8 Elect Director Charles R. Wall For For Management 1.9 Elect Director Deborah C. Wright For For Management 2 Ratify Auditors For For Management 3 Approve Non-Employee Director Omnibus For Against Management Stock Plan 4 Cease Corporate Support for Homosexual Against Against Shareholder Activities or Events - -------------------------------------------------------------------------------- LEXMARK INTERNATIONAL, INC. Ticker: LXK Security ID: 529771107 Meeting Date: APR 27, 2006 Meeting Type: Annual Record Date: MAR 3, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Maples For For Management 1.2 Elect Director Stephen R. Hardis For For Management 1.3 Elect Director William R. Fields For For Management 1.4 Elect Director Robert Holland, Jr. For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- LIBERTY MEDIA HOLDING CORP Ticker: L Security ID: 530718105 Meeting Date: MAY 9, 2006 Meeting Type: Annual Record Date: APR 6, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Formation of Holding Company For For Management 2 Company Specific-Create Tracking Stock For For Management 3 Approve Restructuring Plan For For Management 4 Approve Restructuring Plan For For Management 5 Approve Restructuring Plan For For Management 6.1 Elect Director Donne F. Fisher For For Management 6.2 Elect Director Gregory B. Maffei For For Management 6.3 Elect Director M. LaVoy Robison For For Management 7 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MAY DEPARTMENT STORES CO., THE Ticker: MAY Security ID: 577778103 Meeting Date: JUL 13, 2005 Meeting Type: Annual Record Date: MAY 20, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2.1 Elect Director Marsha J. Evans For For Management 2.2 Elect Director David B. Rickard For For Management 2.3 Elect Director Joyce M. Roche For For Management 2.4 Elect Director R. Dean Wolfe For For Management 3 Declassify the Board of Directors For For Management 4 Ratify Auditors For For Management 5 Adjourn Meeting For Against Management - -------------------------------------------------------------------------------- MERRILL LYNCH & CO., INC. Ticker: MER Security ID: 590188108 Meeting Date: APR 28, 2006 Meeting Type: Annual Record Date: FEB 27, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alberto Cribiore For For Management 1.2 Elect Director Aulana L. Peters For For Management 1.3 Elect Director Charles O. Rossotti For For Management 2 Ratify Auditors For For Management 3 Restore or Provide for Cumulative Voting Against For Shareholder 4 Compensation- Director Compensation Against Against Shareholder 5 Review Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- METLIFE, INC Ticker: MET Security ID: 59156R108 Meeting Date: APR 25, 2006 Meeting Type: Annual Record Date: MAR 1, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director C. Robert Henrikson For For Management 1.2 Elect Director John M. Keane For For Management 1.3 Elect Director Hugh B. Price For For Management 1.4 Elect Director Kenton J. Sicchitano For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MICROSOFT CORP. Ticker: MSFT Security ID: 594918104 Meeting Date: NOV 9, 2005 Meeting Type: Annual Record Date: SEP 9, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William H. Gates, III For For Management 1.2 Elect Director Steven A. Ballmer For For Management 1.3 Elect Director James I. Cash Jr. For For Management 1.4 Elect Director Dina Dublon For For Management 1.5 Elect Director Raymond V. Gilmartin For For Management 1.6 Elect Director A. Mclaughlin Korologos For For Management 1.7 Elect Director David F. Marquardt For For Management 1.8 Elect Director Charles H. Noski For For Management 1.9 Elect Director Helmut Panke For For Management 1.10 Elect Director Jon A. Shirley For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NOKIA CORP. Ticker: NOK Security ID: 654902204 Meeting Date: MAR 30, 2006 Meeting Type: Annual Record Date: FEB 6, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVAL OF THE INCOME STATEMENTS AND THE For For Management BALANCE SHEETS. 2 PROPOSAL TO THE ANNUAL GENERAL MEETING OF For For Management A DIVIDEND OF EUR 0.37 PER SHARE. 3 APPROVAL OF THE DISCHARGE OF THE For For Management CHAIRMAN, THE MEMBERS OF THE BOARD OF DIRECTORS AND THE PRESIDENT FROM LIABILITY. 4 APPROVAL OF THE REMUNERATION TO BE PAID For For Management TO THE MEMBERS OF THE BOARD OF DIRECTORS. 5 PROPOSAL ON THE NUMBER OF MEMBERS OF THE For For Management BOARD OF DIRECTORS AS PROPOSED BY THE CORPORATE GOVERNANCE AND NOMINATION COMMITTEE. 6.1 Elect Director Paul J. Collins For For Management 6.2 Elect Director Georg Ehrnrooth For For Management 6.3 Elect Director Daniel R. Hesse For For Management 6.4 Elect Director Bengt Holmstrom For For Management 6.5 Elect Director Per Karlsson For For Management 6.6 Elect Director Edouard Michelin For For Management 6.7 Elect Director Jorma Ollila For For Management 6.8 Elect Director Marjorie Scardino For For Management 6.9 Elect Director Keijo Suila For For Management 6.10 Elect Director Vesa Vainio For For Management 7 APPROVAL OF THE REMUNERATION TO BE PAID For For Management TO THE AUDITOR. 8 APPROVAL OF THE RE-ELECTION OF For For Management PRICEWATERHOUSECOOPERS OY AS THE AUDITORS FOR FISCAL YEAR 2006. 9 PROPOSAL OF THE BOARD TO REDUCE THE SHARE For For Management CAPITAL THROUGH CANCELLATION OF NOKIA SHARES HELD BY COMPANY. 10 AUTHORIZATION TO THE BOARD TO INCREASE For For Management THE SHARE CAPITAL OF THE COMPANY. 11 AUTHORIZATION TO THE BOARD TO REPURCHASE For For Management NOKIA SHARES. 12 AUTHORIZATION TO THE BOARD TO DISPOSE For For Management NOKIA SHARES HELD BY THE COMPANY. 13 MARK THE FOR BOX IF YOU WISH TO For Against Management INSTRUCT NOKIA S LEGAL COUNSELS TO VOTE IN THEIR DISCRETION ON YOUR BEHALF ONLY UPON ITEM 13. - -------------------------------------------------------------------------------- NOVELLUS SYSTEMS, INC. Ticker: NVLS Security ID: 670008101 Meeting Date: MAY 17, 2006 Meeting Type: Annual Record Date: MAR 31, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard S. Hill For For Management 1.2 Elect Director Neil R. Bonke For For Management 1.3 Elect Director Youssef A. El-Mansy For For Management 1.4 Elect Director J. David Litster For For Management 1.5 Elect Director Yoshio Nishi For For Management 1.6 Elect Director Glen G. Possley For For Management 1.7 Elect Director Ann D. Rhoads For For Management 1.8 Elect Director William R. Spivey For For Management 1.9 Elect Director Delbert A. Whitaker For For Management 2 Ratify Auditors For For Management 3 Performance-Based and/or Time-Based Against Against Shareholder Equity Awards - -------------------------------------------------------------------------------- PETROLEO BRASILEIRO Ticker: PBR Security ID: 71654V408 Meeting Date: JUL 22, 2005 Meeting Type: Special Record Date: JUN 29, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVAL OF THE 300% STOCK SPLIT OF For For Management COMPANY SHARES, RESULTING IN THE DISTRIBUTION, AT NO COST, OF 3 (THREE) NEW SHARES OF THE SAME TYPE FOR 1 (ONE) SHARE HELD ON AUGUST 31, 2005, AS SET FORTH IN THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH. 2 APPROVAL TO CHANGE ARTICLE 4 OF THE For For Management COMPANY S BYLAWS IN LIGHT OF ITEM I, AS SET FORTH IN THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH. - -------------------------------------------------------------------------------- PFIZER INC. Ticker: PFE Security ID: 717081103 Meeting Date: APR 27, 2006 Meeting Type: Annual Record Date: MAR 1, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael S. Brown For For Management 1.2 Elect Director M. Anthony Burns For Withhold Management 1.3 Elect Director Robert N. Burt For For Management 1.4 Elect Director W. Don Cornwell For For Management 1.5 Elect Director William H. Gray, III For For Management 1.6 Elect Director Constance J. Horner For For Management 1.7 Elect Director William R. Howell For For Management 1.8 Elect Director Stanley O. Ikenberry For For Management 1.9 Elect Director George A. Lorch For Withhold Management 1.10 Elect Director Henry A. McKinnell For For Management 1.11 Elect Director Dana G. Mead For Withhold Management 1.12 Elect Director Ruth J. Simmons For For Management 1.13 Elect Director William C. Steere, Jr. For For Management 2 Ratify Auditors For For Management 3 Reduce Supermajority Vote Requirement For For Management 4 Establish Term Limits for Directors Against Against Shareholder 5 Social Proposal Against Against Shareholder 6 Restore or Provide for Cumulative Voting Against For Shareholder 7 Separate Chairman and CEO Positions Against For Shareholder 8 Report on Political Contributions Against Against Shareholder 9 Report on Animal Welfare Policy Against Against Shareholder 10 Reort on Animal-based Testing Against Against Shareholder - -------------------------------------------------------------------------------- PNC FINANCIAL SERVICES GROUP, INC. Ticker: PNC Security ID: 693475105 Meeting Date: APR 25, 2006 Meeting Type: Annual Record Date: FEB 28, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mr. Chellgren For For Management 1.2 Elect Director Mr. Clay For For Management 1.3 Elect Director Mr. Cooper For For Management 1.4 Elect Director Mr. Davidson For For Management 1.5 Elect Director Ms. James For For Management 1.6 Elect Director Mr. Kelson For For Management 1.7 Elect Director Mr. Lindsay For For Management 1.8 Elect Director Mr. Massaro For For Management 1.9 Elect Director Mr. O'Brien For For Management 1.10 Elect Director Ms. Pepper For For Management 1.11 Elect Director Mr. Rohr For For Management 1.12 Elect Director Ms. Steffes For For Management 1.13 Elect Director Mr. Strigl For For Management 1.14 Elect Director Mr. Thieke For For Management 1.15 Elect Director Mr. Usher For For Management 1.16 Elect Director Mr. Walls For For Management 1.17 Elect Director Mr. Wehmeier For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PUBLIC SERVICE ENTERPRISE GROUP INC. Ticker: PEG Security ID: 744573106 Meeting Date: JUL 19, 2005 Meeting Type: Annual Record Date: MAY 27, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2.1 Elect Director Conrad K. Harper For For Management 2.2 Elect Director Shirley Ann Jackson For For Management 2.3 Elect Director Thomas A. Renyi For For Management 3 Ratify Auditors For For Management 4 Adjourn Meeting For Against Management 5 Review/Limit Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- ROHM AND HAAS CO. Ticker: ROH Security ID: 775371107 Meeting Date: MAY 1, 2006 Meeting Type: Annual Record Date: MAR 3, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director W.J. Avery For For Management 1.2 Elect Director R.L. Gupta For For Management 1.3 Elect Director D.W. Haas For For Management 1.4 Elect Director T.W. Haas For For Management 1.5 Elect Director R.L. Keyser For For Management 1.6 Elect Director R.J. Mills For For Management 1.7 Elect Director J.P. Montoya For For Management 1.8 Elect Director S.O. Moose For For Management 1.9 Elect Director G.S. Omenn For For Management 1.10 Elect Director G.L. Rogers For For Management 1.11 Elect Director R.H. Schmitz For For Management 1.12 Elect Director G.M. Whitesides For For Management 1.13 Elect Director M.C. Whittington For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- SANOFI-AVENTIS (FORMERLY SANOFI-SYNTHELABO ) Ticker: SNY Security ID: 80105N105 Meeting Date: MAY 31, 2006 Meeting Type: Annual Record Date: APR 24, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVAL OF THE INDIVIDUAL COMPANY For For Management FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2005 2 APPROVAL OF THE CONSOLIDATED FINANCIAL For For Management STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2005 3 APPROPRIATION OF PROFITS; DECLARATION OF For For Management DIVIDEND 4 APPROVAL OF TRANSACTIONS COVERED BY THE For For Management STATUTORY AUDITORS SPECIAL REPORT PREPARED IN ACCORDANCE WITH ARTICLE L.225-40 OF THE COMMERCIAL CODE 5 REAPPOINTMENT OF A DIRECTOR For For Management 6 APPOINTMENT OF A DIRECTOR For For Management 7 Ratify Auditors For For Management 8 Ratify Auditors For For Management 9 DIRECTORS ATTENDANCE FEES For For Management 10 AUTHORIZATION TO THE BOARD OF DIRECTORS For For Management TO CARRY OUT TRANSACTIONS IN SHARES ISSUED BY THE COMPANY 11 REVIEW AND APPROVAL OF THE MERGER OF For For Management RHONE COOPER INTO SANOFI-AVENTIS - APPROVAL OF THE CONSIDERATION FOR THE MERGER AND OF THE RESULTING CAPITAL INCREASE 12 APPROPRIATION OF MERGER PREMIUM For For Management 13 FORMAL RECORDING OF FINAL COMPLETION OF For For Management THE MERGER ON MAY 31, 2006 AND OF THE RESULTING CAPITAL INCREASE 14 AMENDMENT TO ARTICLE 6 OF THE BYLAWS For For Management AFTER THE CAPITAL INCREASE 15 AMENDMENT TO ARTICLES 12 AND 16 OF THE For For Management BYLAWS 16 POWERS For For Management - -------------------------------------------------------------------------------- SCHERING-PLOUGH CORP. Ticker: SGP Security ID: 806605101 Meeting Date: MAY 19, 2006 Meeting Type: Annual Record Date: MAR 20, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas J. Colligan For For Management 1.2 Elect Director C. Robert Kidder For For Management 1.3 Elect Director Carl E. Mundy, Jr. For For Management 1.4 Elect Director Patricia F. Russo For For Management 1.5 Elect Director Arthur F. Weinbach For For Management 2 Ratify Auditor For For Management 3 Declassify the Board of Directors For For Management 4 Approve Outside Director Stock For For Management Awards/Options in Lieu of Cash 5 Approve Omnibus Stock Plan For For Management 6 Require a Majority Vote for the Election Against For Shareholder of Directors 7 Adopt Simple Majority Vote Requirement Against For Shareholder - -------------------------------------------------------------------------------- SOUTHWEST AIRLINES CO. Ticker: LUV Security ID: 844741108 Meeting Date: MAY 17, 2006 Meeting Type: Annual Record Date: MAR 22, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Colleen C. Barrett For For Management 1.2 Elect Director Gary C. Kelly For For Management 1.3 Elect Director John T. Montford For For Management 1.4 Elect Director William H. Cunningham For For Management 1.5 Elect Director Louis E. Caldera For For Management 1.6 Elect Director Nancy B. Loeffler For For Management 1.7 Elect Director David W. Biegler For For Management 2 Amend Qualified Employee Stock Purchase For For Management Plan 3 Ratify Auditors For For Management 4 Adopt Simple Majority Vote Against For Shareholder - -------------------------------------------------------------------------------- SPRINT NEXTEL CORP Ticker: S Security ID: 852061100 Meeting Date: APR 18, 2006 Meeting Type: Annual Record Date: FEB 28, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Keith J. Bane For For Management 1.2 Elect Director Gordon M. Bethune For For Management 1.3 Elect Director Timothy M. Donahue For For Management 1.4 Elect Director Frank M. Drendel For Withhold Management 1.5 Elect Director Gary D. Forsee For For Management 1.6 Elect Director James H. Hance, Jr. For For Management 1.7 Elect Director V. Janet Hill For For Management 1.8 Elect Director Irvine O. Hockaday, Jr For For Management 1.9 Elect Director William E. Kennard For Withhold Management 1.10 Elect Director Linda Koch Lorimer For For Management 1.11 Elect Director Stephanie M. Shern For For Management 1.12 Elect Director William H. Swanson For For Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Election Against For Shareholder of Directors 4 Restore or Provide for Cumulative Voting Against Against Shareholder - -------------------------------------------------------------------------------- SPRINT NEXTEL CORP Ticker: S Security ID: 852061100 Meeting Date: JUL 13, 2005 Meeting Type: Annual Record Date: MAY 20, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 Increase Authorized Common Stock For For Management 2 Amend Articles/Bylaws/Charter-Non-Routine For For Management 3 Change Company Name For For Management 4 Issue Shares in Connection with an For For Management Acquisition 5 Adjourn Meeting For For Management 6.1 Elect Director Gordon M. Bethune For For Management 6.2 Elect Director Dr. E. Linn Draper, Jr. For For Management 6.3 Elect Director James H. Hance, Jr. For For Management 6.4 Elect Director Deborah A. Henretta For For Management 6.5 Elect Director Irvine O. Hockaday, Jr. For For Management 6.6 Elect Director Linda Koch Lorimer For For Management 6.7 Elect Director Gerald L. Storch For For Management 6.8 Elect Director William H. Swanson For For Management 7 Ratify Auditors For For Management 8 Review Executive Compensation Against For Shareholder - -------------------------------------------------------------------------------- ST. PAUL TRAVELERS COMPANIES, INC., THE Ticker: STA Security ID: 792860108 Meeting Date: MAY 3, 2006 Meeting Type: Annual Record Date: MAR 8, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John H. Dasburg For For Management 1.2 Elect Director Leslie B. Disharoon For For Management 1.3 Elect Director Janet M. Dolan For For Management 1.4 Elect Director Kenneth M. Duberstein For For Management 1.5 Elect Director Jay S. Fishman For For Management 1.6 Elect Director Lawrence G. Graev For For Management 1.7 Elect Director Thomas R. Hodgson For For Management 1.8 Elect Director Robert I. Lipp For Withhold Management 1.9 Elect Director Blythe J. McGarvie For For Management 1.10 Elect Director Glen D. Nelson, M.D. For For Management 1.11 Elect Director Laurie J. Thomsen For For Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Election Against For Shareholder of Directors 4 Report on Political Contributions Against Against Shareholder - -------------------------------------------------------------------------------- SUNGARD DATA SYSTEMS INC. Ticker: SDS Security ID: 867363103 Meeting Date: JUL 28, 2005 Meeting Type: Annual Record Date: JUN 17, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For For Management 3.1 Elect Director Gregory Bentley For For Management 3.2 Elect Director Michael C. Brooks For For Management 3.3 Elect Director Cristobal Conde For For Management 3.4 Elect Director Ramon de Oliveira For For Management 3.5 Elect Director Henry C. Duques For For Management 3.6 Elect Director Albert A. Eisenstat For For Management 3.7 Elect Director Bernard Goldstein For For Management 3.8 Elect Director Janet Brutschea Haugen For For Management 3.9 Elect Director Robert E. King For For Management 3.10 Elect Director James L. Mann For For Management 3.11 Elect Director Malcolm I. Ruddock For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- SUNTRUST BANKS, INC. Ticker: STI Security ID: 867914103 Meeting Date: APR 18, 2006 Meeting Type: Annual Record Date: FEB 28, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J. Hyatt Brown For Did Not Management Vote 1.2 Elect Director Alston D. Correll For Did Not Management Vote 1.3 Elect Director David H. Hughes For Did Not Management Vote 1.4 Elect Director E. Neville Isdell For Did Not Management Vote 1.5 Elect Director G. Gilmer Minor, III For Did Not Management Vote 1.6 Elect Director Thomas M. Garrott For Did Not Management Vote 2 Ratify Auditors For Did Not Management Vote 3 Declassify the Board of Directors Against Did Not Shareholder Vote - -------------------------------------------------------------------------------- TIME WARNER INC Ticker: TWX Security ID: 887317105 Meeting Date: MAY 19, 2006 Meeting Type: Annual Record Date: MAR 24, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James L. Barksdale For For Management 1.2 Elect Director Stephen F. Bollenbach For For Management 1.3 Elect Director Frank J Caufield For For Management 1.4 Elect Director Robert C. Clark For For Management 1.5 Elect Director Jessica P. Einhorn For For Management 1.6 Elect Director Reuben Mark For For Management 1.7 Elect Director Michael A. Miles For For Management 1.8 Elect Director Kenneth J. Novack For For Management 1.9 Elect Director Richard D. Parsons For For Management 1.10 Elect Director Francis T. Vincent, Jr For For Management 1.11 Elect Director Deborah C. Wright For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Adopt Simple Majority Vote Requirement Against For Shareholder 5 Separate Chairman and CEO Positions Against Against Shareholder 6 Develop a Code Vendor of Conduct Against Against Shareholder - -------------------------------------------------------------------------------- TORCHMARK CORP. Ticker: TMK Security ID: 891027104 Meeting Date: APR 27, 2006 Meeting Type: Annual Record Date: MAR 3, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David L. Boren For For Management 1.2 Elect Director M. Jane Buchan For For Management 1.3 Elect Director Robert W. Ingram For For Management 1.4 Elect Director Harold T. McCormick For For Management 1.5 Elect Director Paul J. Zucconi For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Adopt/Amend Board Diversity Policy Against Against Shareholder - -------------------------------------------------------------------------------- TOTAL SA (FORMERLY TOTAL FINA ELF S.A ) Ticker: TOT Security ID: 89151E109 Meeting Date: MAY 12, 2006 Meeting Type: Annual Record Date: APR 12, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVAL OF PARENT COMPANY FINANCIAL For For Management STATEMENTS 2 APPROVAL OF CONSOLIDATED FINANCIAL For For Management STATEMENTS 3 ALLOCATION OF EARNINGS, DECLARATION OF For For Management DIVIDEND 4 AUTHORIZATION TO BE GIVEN TO THE BOARD OF For For Management DIRECTORS TO TRANSFER THE SPECIAL LONG-TERM CAPITAL GAINS RESERVED TO THE ACCOUNT 5 AGREEMENTS COVERED BY ARTICLE L.225-38 OF For For Management THE FRENCH COMMERCIAL CODE 6 AUTHORIZATION FOR THE BOARD OF DIRECTORS For For Management TO TRADE SHARES OF THE COMPANY 7.1 Elect Director Anne Lauvergeon For For Management 7.2 Elect Director Daniel Bouton For Withhold Management 7.3 Elect Director Bertrand Collomb For For Management 7.4 Elect Director A Jeancourt-Galignani For For Management 7.5 Elect Director Michel Pebereau For Withhold Management 7.6 Elect Director Pierre Vaillaud For For Management 7.7 Elect Director Christophe De Margerie For Withhold Management 8 APPROVAL OF THE ASSET CONTRIBUTION BY THE For For Management COMPANY TO ARKEMA, GOVERNED BY THE LEGAL REGIME APPLICABLE TO DEMERGERS 9 FOUR-FOR-ONE STOCK SPLIT For For Management 10 AMENDMENT OF ARTICLE 11 -3 OF THE COMPANY For For Management S ARTICLES OF ASSOCIATION FIXING THE NUMBER OF SHARES OF THE COMPANY 11 RESOLUTION A (NOT APPROVED BY THE BOARD Against For Shareholder OF DIRECTORS) 12 RESOLUTION B (NOT APPROVED BY THE BOARD Against Against Shareholder OF DIRECTORS) - -------------------------------------------------------------------------------- TRIBUNE CO. Ticker: TRB Security ID: 896047107 Meeting Date: MAY 2, 2006 Meeting Type: Annual Record Date: MAR 7, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dennis J. FitzSimons For For Management 1.2 Elect Director Betsy D. Holden For For Management 1.3 Elect Director Robert S. Morrison For For Management 1.4 Elect Director William Stinehart, Jr. For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors Against Against Shareholder - -------------------------------------------------------------------------------- U.S. BANCORP Ticker: USB Security ID: 902973304 Meeting Date: APR 18, 2006 Meeting Type: Annual Record Date: FEB 27, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter H. Coors For For Management 1.2 Elect Director Jerry A. Grundhofer For For Management 1.3 Elect Director Patrick T. Stokes For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Declassify the Board of Directors Against For Shareholder 5 Approve Report of the Compensation Against For Shareholder Committee - -------------------------------------------------------------------------------- UNILEVER N.V. Ticker: UN Security ID: 904784709 Meeting Date: MAY 8, 2006 Meeting Type: Annual Record Date: MAR 15, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 ADOPTION OF THE ANNUAL ACCOUNTS AND For Did Not Management APPROPRIATION OF THE PROFIT FOR THE 2005 Vote FINANCIAL YEAR. 2 DISCHARGE OF THE EXECUTIVE DIRECTORS. For Did Not Management Vote 3 DISCHARGE OF THE NON-EXECUTIVE DIRECTORS. For Did Not Management Vote 4 SHARE EQUALIZATION. For Did Not Management Vote 5 APPROVAL: SHARE EQUALIZATION For Did Not Management Vote 6 ALTERATION III TO THE ARTICLES OF For Did Not Management ASSOCIATION. BOARD OF NOMINATION Vote PROCEDURE. 7 ALIGNMENT OF DIVIDEND GENERATING CAPACITY For Did Not Management AND DIVIDEND ENTITLEMENTS. Vote 8.1 Elect Director Pj Cescau For Did Not Management Vote 8.2 Elect Director Cj Van Der Graaf For Did Not Management Vote 8.3 Elect Director Rd Kugler For Did Not Management Vote 8.4 Elect Director Rhp Markham For Did Not Management Vote 8.5 Elect Director A Burgmans For Did Not Management Vote 8.6 Elect Director The Lord Brittan For Did Not Management Vote 8.7 Elect Director The Baroness Chalker For Did Not Management Vote 8.8 Elect Director Professor W Dik For Did Not Management Vote 8.9 Elect Director The Lord Simon For Did Not Management Vote 8.10 Elect Director J Van Der Veer For Did Not Management Vote 8.11 Elect Director Ce Golden For Did Not Management Vote 8.12 Elect Director Dr Be Grote For Did Not Management Vote 8.13 Elect Director J-C Spinetta For Did Not Management Vote 8.14 Elect Director Kj Storm For Did Not Management Vote 9 REMUNERATION OF NON-EXECUTIVE DIRECTORS. For Did Not Management Vote 10 Ratify Auditors For Did Not Management Vote 11 DESIGNATION OF THE BOARD OF DIRECTORS AS For Did Not Management THE COMPANY BODY AUTHORIZED IN RESPECT OF Vote THE ISSUE OF SHARES IN THE COMPANY. 12 AUTHORIZATION OF THE BOARD OF DIRECTORS For Did Not Management TO PURCHASE SHARES IN THE COMPANY AND Vote DEPOSITARY RECEIPTS THEREFOR. - -------------------------------------------------------------------------------- VERIZON COMMUNICATIONS Ticker: VZ Security ID: 92343V104 Meeting Date: MAY 4, 2006 Meeting Type: Annual Record Date: MAR 6, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James R. Barker For For Management 1.2 Elect Director Richard L. Carrion For For Management 1.3 Elect Director Robert W. Lane For For Management 1.4 Elect Director Sandra O. Moose For For Management 1.5 Elect Director Joseph Neubauer For For Management 1.6 Elect Director Donald T. Nicolaisen For For Management 1.7 Elect Director Thomas H. O'Brien For For Management 1.8 Elect Director Clarence Otis, Jr. For For Management 1.9 Elect Director Hugh B. Price For For Management 1.10 Elect Director Ivan G. Seidenberg For For Management 1.11 Elect Director Walter V. Shipley For For Management 1.12 Elect Director John R. Stafford For For Management 1.13 Elect Director Robert D. Storey For For Management 2 Ratify Auditors For For Management 3 Restore or Provide for Cumulative Voting Against For Shareholder 4 Require a Majority Vote for the Election Against For Shareholder of Directors 5 Require Majority of Independent Directors Against For Shareholder on Board 6 Company-Specific-Directors on Common Against For Shareholder Boards 7 Separate Chairman and CEO Positions Against For Shareholder 8 Performance-Based and/or Time-Based Against For Shareholder Equity Awards 9 Report on Political Contributions Against Against Shareholder - -------------------------------------------------------------------------------- VIACOM INC. Ticker: VIA.B Security ID: 92553P201 Meeting Date: MAY 24, 2006 Meeting Type: Annual Record Date: MAR 31, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director George S. Abrams For For Management 1.2 Elect Director Philippe P. Dauman For For Management 1.3 Elect Director Thomas E. Dooley For For Management 1.4 Elect Director Thomas E. Freston For For Management 1.5 Elect Director Ellen V. Futter For For Management 1.6 Elect Director Alan C. Greenberg For For Management 1.7 Elect Director Robert K. Kraft For For Management 1.8 Elect Director Charles E. Phillips, Jr. For For Management 1.9 Elect Director Shari Redstone For For Management 1.10 Elect Director Sumner M. Redstone For For Management 1.11 Elect Director Frederic V. Salerno For For Management 1.12 Elect Director William Schwartz For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- WACHOVIA CORP. Ticker: WB Security ID: 929903102 Meeting Date: APR 18, 2006 Meeting Type: Annual Record Date: FEB 22, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William H. Goodwin, Jr. For Did Not Management Vote 1.2 Elect Director Robert A. Ingram For Did Not Management Vote 1.3 Elect Director Mackey J. McDonald For Did Not Management Vote 1.4 Elect Director Lanty L. Smith For Did Not Management Vote 1.5 Elect Director Ruth G. Shaw For Did Not Management Vote 1.6 Elect Director Ernest S. Rady For Did Not Management Vote 2 Ratify Auditors For Did Not Management Vote 3 Submit Severance Agreement (Change in Against Did Not Shareholder Control) to shareholder Vote Vote 4 Report on Political Contributions Against Did Not Shareholder Vote 5 Separate Chairman and CEO Positions Against Did Not Shareholder Vote 6 Require a Majority Vote for the Election Against Did Not Shareholder of Directors Vote - -------------------------------------------------------------------------------- WAL-MART STORES, INC. Ticker: WMT Security ID: 931142103 Meeting Date: JUN 2, 2006 Meeting Type: Annual Record Date: APR 5, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Aida M. Alvarez For For Management 1.2 Elect Director James W. Breyer For For Management 1.3 Elect Director M. Michele Burns For For Management 1.4 Elect Director James I. Cash, Jr., Ph.D. For For Management 1.5 Elect Director Douglas N. Daft For For Management 1.6 Elect Director David D. Glass For For Management 1.7 Elect Director Roland A. Hernandez For For Management 1.8 Elect Director H. Lee Scott, Jr. For For Management 1.9 Elect Director Jack C. Shewmaker For For Management 1.10 Elect Director Jim C. Walton For For Management 1.11 Elect Director S. Robson Walton For For Management 1.12 Elect Director Christopher J. Williams For For Management 1.13 Elect Director Linda S. Wolf For For Management 2 Ratify Auditors For For Management 3 Report on Animal Welfare Standards Against Against Shareholder 4 Report on Political Contributions Against Against Shareholder 5 Require a Majority Vote for the Election Against For Shareholder of Directors 6 Prepare a Sustainability Report Against Against Shareholder 7 Report on Pay Disparity Against Against Shareholder 8 Report on Stock Option Distribution by Against Against Shareholder Race and Gender - -------------------------------------------------------------------------------- WALT DISNEY COMPANY, THE Ticker: DIS Security ID: 254687106 Meeting Date: MAR 10, 2006 Meeting Type: Annual Record Date: JAN 9, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John E. Bryson For For Management 1.2 Elect Director John S. Chen For For Management 1.3 Elect Director Judith L. Estrin For For Management 1.4 Elect Director Robert A. Iger For For Management 1.5 Elect Director Fred H. Langhammer For For Management 1.6 Elect Director Aylin B. Lewis For For Management 1.7 Elect Director Monica C. Lozano For For Management 1.8 Elect Director Robert W. Matschullat For For Management 1.9 Elect Director George J. Mitchell For For Management 1.10 Elect Director Leo J. O' Donovan, S.J. For For Management 1.11 Elect Director John E. Pepper, Jr. For For Management 1.12 Elect Director Orin C. Smith For For Management 1.13 Elect Director Gary L. Wilson For For Management 2 Ratify Auditors For For Management 3 Company-Specific -- Shareholder Against Against Shareholder Miscellaneous 4 Report on Vendor Standards in China Against Against Shareholder - -------------------------------------------------------------------------------- WELLS FARGO & COMPANY Ticker: WFC Security ID: 949746101 Meeting Date: APR 25, 2006 Meeting Type: Annual Record Date: MAR 7, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lloyd H. Dean For For Management 1.2 Elect Director Susan E. Engel For For Management 1.3 Elect Director Enrique Hernandez, Jr. For For Management 1.4 Elect Director Robert L. Joss For For Management 1.5 Elect Director Richard M. Kovacevich For For Management 1.6 Elect Director Richard D. McCormick For For Management 1.7 Elect Director Cynthia H. Milligan For Withhold Management 1.8 Elect Director Nicholas G. Moore For For Management 1.9 Elect Director Philip J. Quigley For Withhold Management 1.10 Elect Director Donald B. Rice For Withhold Management 1.11 Elect Director Judith M. Runstad For For Management 1.12 Elect Director Stephen W. Sanger For For Management 1.13 Elect Director Susan G. Swenson For For Management 1.14 Elect Director Michael W. Wright For Withhold Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Election Against For Shareholder of Directors 4 Separate Chairman and CEO Positions Against Against Shareholder 5 Compensation- Director Compensation Against Against Shareholder 6 Report on Discrimination in Lending Against Against Shareholder - -------------------------------------------------------------------------------- WYETH Ticker: WYE Security ID: 983024100 Meeting Date: APR 27, 2006 Meeting Type: Annual Record Date: MAR 3, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert Essner For For Management 1.2 Elect Director John D. Feerick For For Management 1.3 Elect Director Frances D. Fergusson, For For Management Ph.D. 1.4 Elect Director Victor F. Ganzi For For Management 1.5 Elect Director Robert Langer For For Management 1.6 Elect Director John P. Mascotte For For Management 1.7 Elect Director Mary Lake Polan, M.D., For For Management Ph.D. 1.8 Elect Director Gary L. Rogers For For Management 1.9 Elect Director Ivan G. Seidenberg For For Management 1.10 Elect Director Walter V. Shipley For For Management 1.11 Elect Director John R. Torell, III For For Management 2 Ratify Auditors For For Management 3 Approve Non-Employee Director Omnibus For For Management Stock Plan 4 Report on Product Availability in Canada Against Against Shareholder 5 Report on Political Contributions Against Against Shareholder 6 Report on Animal welfare Policy Against Against Shareholder 7 Require a Majority Vote for the Election Against For Shareholder of Directors 8 Separate Chairman and CEO Positions Against Against Shareholder 9 Adopt Simple Majority Vote Requirement Against Against Shareholder ========== END NPX REPORT 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. (Registrant): Morgan Stanley Value Fund -------------------------- By (Signature and Title): /s/ Ronald E. Robison President and Principal Executive Officer - Office of the Funds --------------------------------------------------------------- Date August 28, 2006 ---------------- 2
Morgan Stanley Value Fund (MVUAX) Inactive
Filed: 29 Aug 06, 12:00am