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: 811-21682


                           BB&T VARIABLE INSURANCE FUNDS
               (Exact name of registrant as specified in charter)


                                3435 STELZER ROAD
                               COLUMBUS, OH 43219
               (Address of principal executive offices) (Zip code)


                                KEITH F KARLAWISH
                           BB&T VARIABLE INSURANCE FUNDS
                                3435 STELZER ROAD
                                COLUMBUS, OH 43219
                     (Name and address of agent for service)


       Registrant's telephone number, including area code: (800) 228-1872


                      Date of fiscal year end: December 31


             Date of reporting period: July 1, 2005 - June 30, 2006

<page>






ITEM 1.  PROXY VOTING RECORD

Appended hereto as Exhibit A is the following information indicating for each
matter relating to a portfolio security owned by the Registrant considered at
any shareholder meeting held during the twelve month period ended June 30, 2006
with respect to which the Registrant was entitled to vote:

(a)               The name of the issuer of the portfolio security;

(b)               The exchange ticker symbol of the portfolio security;

(c)               The Council on Uniform Securities Identification Procedures
                  ("CUSIP") number for the portfolio security;

(d)               The shareholder meeting date;

(e)               A brief identification of the matter voted on;

(f)               Whether the matter was proposed by the issuer or by a
                  security holder;

(g)               Whether the Registrant cast its vote on the matter;

(h)               How the Registrant cast its vote (e.g., for or against
                  proposal, or abstain; for or withhold regarding election of
                  directors); and

(i)               Whether the Registrant cast its vote for or against
                  management.


<page>
======================= BB&T CAPITAL MANAGER EQUITY VIF ========================


BB&T MUTUAL FUNDS

Ticker:                      Security ID:  05527P834
Meeting Date: MAR 23, 2006   Meeting Type: Special
Record Date:  FEB 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger of Funds                   For       For        Management
2     Other Business                            For       Against    Management


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BB&T MUTUAL FUNDS

Ticker:                      Security ID:  05527Q402
Meeting Date: NOV 11, 2005   Meeting Type: Special
Record Date:  SEP 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Change of Fundamental Investment  For       For        Management
      Policy
2     Other Business                            For       Against    Management



========================== BB&T LARGE CAP GROWTH VIF ===========================


ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 28, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Roxanne S. Austin          For       For        Management
1.2   Elect Director William M. Daley           For       For        Management
1.3   Elect Director W. James Farrell           For       For        Management
1.4   Elect Director H. Laurance Fuller         For       For        Management
1.5   Elect Director Richard A. Gonzalez        For       For        Management
1.6   Elect Director Jack M. Greenberg          For       For        Management
1.7   Elect Director Lord Owen                  For       For        Management
1.8   Elect Director Boone Powell, Jr.          For       For        Management
1.9   Elect Director W. Ann Reynolds, Ph.D.     For       For        Management
1.10  Elect Director Roy S. Roberts             For       For        Management
1.11  Elect Director William D. Smithburg       For       For        Management
1.12  Elect Director John R. Walter             For       For        Management
1.13  Elect Director Miles D. White             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Performance-Based Equity Awards           Against   For        Shareholder
4     Report on Political Contributions         Against   Against    Shareholder
5     Separate Chairman and CEO Positions       Against   For        Shareholder


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ADOBE SYSTEMS INC.

Ticker:       ADBE           Security ID:  00724F101
Meeting Date: AUG 24, 2005   Meeting Type: Special
Record Date:  JUL 19, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition
2     Adjourn Meeting                           For       For        Management


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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


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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


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AMERICAN EAGLE OUTFITTERS, INC.

Ticker:       AEOS           Security ID:  02553E106
Meeting Date: JUN 13, 2006   Meeting Type: Annual
Record Date:  APR 21, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Janice E. Page             For       For        Management
1.2   Elect Director J. Thomas Presby           For       For        Management
1.3   Elect Director Gerald E. Wedren           For       For        Management
1.4   Elect Director Larry M. Wolf              For       For        Management
2     Ratify Auditors                           For       For        Management


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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       Withhold   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


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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


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AMERICAN TOWER CORP.

Ticker:       AMT            Security ID:  029912201
Meeting Date: MAY 11, 2006   Meeting Type: Annual
Record Date:  MAR 23, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Raymond P. Dolan           For       For        Management
1.2   Elect Director Carolyn F. Katz            For       For        Management
1.3   Elect Director Gustavo Lara Cantu         For       For        Management
1.4   Elect Director Fred R. Lummis             For       For        Management
1.5   Elect Director Pamela D.A. Reeve          For       For        Management
1.6   Elect Director James D. Taiclet, Jr.      For       For        Management
1.7   Elect Director Samme L. Thompson          For       For        Management
2     Ratify Auditors                           For       For        Management


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AMGEN, INC.

Ticker:       AMGN           Security ID:  031162100
Meeting Date: MAY 10, 2006   Meeting Type: Annual
Record Date:  MAR 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frederick W. Gluck         For       For        Management
1.2   Elect Director J. Paul Reason             For       For        Management
1.3   Elect Director Donald B. Rice             For       For        Management
1.4   Elect Director Leonard D. Schaeffer       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Stock Retention                           Against   For        Shareholder
4     Link Executive Compensation to Social     Against   Against    Shareholder
      Issues
5     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
6     Develop an Animal Welfare Policy          Against   Against    Shareholder
7     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
8     Report on Political Contributions         For       For        Shareholder


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ANADARKO PETROLEUM CORP.

Ticker:       APC            Security ID:  032511107
Meeting Date: MAY 11, 2006   Meeting Type: Annual
Record Date:  MAR 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert J. Allison, Jr.     For       For        Management
1.2   Elect Director John W. Poduska, Sr.       For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management


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APACHE CORP.

Ticker:       APA            Security ID:  037411105
Meeting Date: MAY 4, 2006    Meeting Type: Annual
Record Date:  MAR 15, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frederick M. Bohen         For       Withhold   Management
1.2   Elect Director George D. Lawrence         For       Withhold   Management
1.3   Elect Director Rodman D. Patton           For       For        Management
1.4   Elect Director Charles J. Pitman          For       For        Management
1.5   Elect Director Jay A. Precourt            For       For        Management
2     Amend Non-Employee Director Stock Option  For       For        Management
      Plan


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APPLE COMPUTER, INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  FEB 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Fred D. Anderson           For       For        Management
1.2   Elect Director William V. Campbell        For       For        Management
1.3   Elect Director Millard S. Drexler         For       For        Management
1.4   Elect Director Albert A. Gore, Jr.        For       For        Management
1.5   Elect Director Steven P. Jobs             For       For        Management
1.6   Elect Director Arthur D. Levinson, Ph.D.  For       For        Management
1.7   Elect Director Jerome B. York             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Computer Recycling Policy       Against   Against    Shareholder


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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       For        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       For        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   Against    Shareholder


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BAKER HUGHES INCORPORATED

Ticker:       BHI            Security ID:  057224107
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Larry D. Brady             For       For        Management
1.2   Elect Director Clarence P. Cazalot, Jr.   For       For        Management
1.3   Elect Director Chad C. Deaton             For       For        Management
1.4   Elect Director Edward P. Djerejian        For       For        Management
1.5   Elect Director Anthony G. Fernandes       For       For        Management
1.6   Elect Director Claire W. Gargalli         For       For        Management
1.7   Elect Director James A. Lash              For       For        Management
1.8   Elect Director James F. McCall            For       For        Management
1.9   Elect Director J. Larry Nichols           For       For        Management
1.10  Elect Director H. John Riley, Jr.         For       For        Management
1.11  Elect Director Charles L. Watson          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Amend Vote Requirements to Amend          Against   For        Shareholder
      Articles/Bylaws/Charter


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BOEING CO., THE

Ticker:       BA             Security ID:  097023105
Meeting Date: MAY 1, 2006    Meeting Type: Annual
Record Date:  MAR 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John H. Biggs              For       For        Management
1.2   Elect Director John E. Bryson             For       For        Management
1.3   Elect Director Linda Z. Cook              For       For        Management
1.4   Elect Director William M. Daley           For       For        Management
1.5   Elect Director Kenneth M. Duberstein      For       For        Management
1.6   Elect Director John F. McDonnell          For       For        Management
1.7   Elect Director W. James McNerney, Jr.     For       For        Management
1.8   Elect Director Richard D. Nanula          For       For        Management
1.9   Elect Director Rozanne L. Ridgway         For       For        Management
1.10  Elect Director Mike S. Zafirovski         For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Reduce Supermajority Vote Requirement     For       For        Management
5     Ratify Auditors                           For       For        Management
6     Develop a Human Rights Policy             Against   For        Shareholder
7     Develop Ethical Criteria for Military     Against   Against    Shareholder
      Contracts
8     Report on Charitable Contributions        Against   Against    Shareholder
9     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
10    Separate Chairman and CEO Positions       Against   For        Shareholder


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BROADCOM CORP.

Ticker:       BRCM           Security ID:  111320107
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  FEB 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director George L. Farinsky         For       For        Management
1.2   Elect Director Maureen E. Grzelakowski    For       For        Management
1.3   Elect Director Nancy H. Handel            For       For        Management
1.4   Elect Director John Major                 For       For        Management
1.5   Elect Director Scott A. McGregor          For       For        Management
1.6   Elect Director Alan E. Ross               For       For        Management
1.7   Elect Director Henry Samueli              For       For        Management
1.8   Elect Director Robert E. Switz            For       For        Management
1.9   Elect Director Werner F. Wolfen           For       For        Management
2     Amend Articles/Bylaws/Charter-Non-Routine For       For        Management
3     Establish Range For Board Size            For       For        Management
4     Amend Non-Employee Director Omnibus Stock For       Against    Management
      Plan
5     Ratify Auditors                           For       For        Management


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CAREMARK RX, INC.

Ticker:       CMX            Security ID:  141705103
Meeting Date: MAY 10, 2006   Meeting Type: Annual
Record Date:  MAR 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director C. David Brown, II         For       For        Management
1.2   Elect Director Harris Diamond             For       For        Management
1.3   Elect Director C.A. Lance Piccolo         For       For        Management
1.4   Elect Director Michael D. Ware            For       For        Management
2     Report Policies For Political             Against   For        Shareholder
      Contributions


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CATERPILLAR INC.

Ticker:       CAT            Security ID:  149123101
Meeting Date: JUN 14, 2006   Meeting Type: Annual
Record Date:  APR 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David R. Goode             For       For        Management
1.2   Elect Director James W. Owens             For       For        Management
1.3   Elect Director Charles D. Powell          For       For        Management
1.4   Elect Director Joshua I. Smith            For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Approve Omnibus Stock Plan                For       Against    Management
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Ratify Auditors                           For       For        Management
6     Declassify the Board of Directors         Against   For        Shareholder
7     Separate Chairman and CEO Positions       Against   For        Shareholder
8     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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CHICAGO MERCANTILE EXCHANGE HOLDINGS, INC.

Ticker:       CME            Security ID:  167760107
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dennis H. Chookaszian      For       For        Management
1.2   Elect Director Martin J. Gepsman          For       For        Management
1.3   Elect Director Elizabeth Harrington       For       For        Management
1.4   Elect Director Leo Melamed                For       For        Management
1.5   Elect Director Alex J. Pollock            For       For        Management
1.6   Elect Director Myron S. Scholes           For       For        Management
1.7   Elect Director William R. Shepard         For       For        Management
2     Ratify Auditors                           For       For        Management


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CHICOS FAS INC.

Ticker:       CHS            Security ID:  168615102
Meeting Date: JUN 20, 2006   Meeting Type: Annual
Record Date:  APR 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Scott A. Edmonds           For       For        Management
1.2   Elect Director Charles J. Kleman          For       For        Management
1.3   Elect Director Ross E. Roeder             For       For        Management
1.4   Elect Director Michael A. Weiss           For       For        Management
2     Ratify Auditors                           For       For        Management


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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   For        Shareholder
5     Report on Pay Disparity                   Against   Against    Shareholder
6     Report on Human Rights Policy             Against   Against    Shareholder


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COACH, INC.

Ticker:       COH            Security ID:  189754104
Meeting Date: NOV 2, 2005    Meeting Type: Annual
Record Date:  SEP 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joseph Ellis               For       For        Management
1.2   Elect Director Lew Frankfort              For       For        Management
1.3   Elect Director Gary Loveman               For       For        Management
1.4   Elect Director Ivan Menezes               For       For        Management
1.5   Elect Director Irene Miller               For       For        Management
1.6   Elect Director Keith Monda                For       For        Management
1.7   Elect Director Michael Murphy             For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management


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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


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

CONOCOPHILLIPS

Ticker:       COP            Security ID:  20825C104
Meeting Date: MAY 10, 2006   Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard L. Armitage        For       For        Management
1.2   Elect Director Richard H. Auchinleck      For       For        Management
1.3   Elect Director Harald J. Norvik           For       For        Management
1.4   Elect Director William K. Reilly          For       For        Management
1.5   Elect Director Victoria J. Tschinkel      For       For        Management
1.6   Elect Director Kathryn C. Turner          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report Damage Resulting From Drilling     Against   For        Shareholder
      Inside the National Petroleum Reserve
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
5     Submit Supplemental Executive Retirement  Against   For        Shareholder
      Plans to Shareholder vote
6     Report Accountability for Company's       Against   Against    Shareholder
      Environmental Impacts due to Operation
7     Non-Employee Director Compensation        Against   Against    Shareholder


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

CORNING INC.

Ticker:       GLW            Security ID:  219350105
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  FEB 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James B. Flaws             For       For        Management
1.2   Elect Director James R. Houghton          For       For        Management
1.3   Elect Director James J. O'Connor          For       For        Management
1.4   Elect Director Deborah D. Rieman          For       For        Management
1.5   Elect Director Peter F. Volanakis         For       For        Management
1.6   Elect Director Padmasree Warrior          For       For        Management
2     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
5     Ratify Auditors                           For       For        Management
6     Declassify the Board of Directors         Against   For        Shareholder


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

DANAHER CORP.

Ticker:       DHR            Security ID:  235851102
Meeting Date: MAY 2, 2006    Meeting Type: Annual
Record Date:  MAR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mortimer M. Caplin         For       For        Management
1.2   Elect Director Donald J. Ehrlich          For       For        Management
1.3   Elect Director Linda P. Hefner            For       For        Management
1.4   Elect Director Walter G. Lohr, Jr.        For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

DELL INC.

Ticker:       DELL           Security ID:  24702R101
Meeting Date: JUL 15, 2005   Meeting Type: Annual
Record Date:  MAY 20, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Donald J. Carty            For       For        Management
1.2   Elect Director Michael S. Dell            For       For        Management
1.3   Elect Director William H. Gray, III       For       For        Management
1.4   Elect Director Judy C. Lewent             For       For        Management
1.5   Elect Director Thomas W. Luce, III        For       For        Management
1.6   Elect Director Klaus S. Luft              For       For        Management
1.7   Elect Director Alex J. Mandl              For       For        Management
1.8   Elect Director Michael A. Miles           For       For        Management
1.9   Elect Director Samuel A. Nunn, Jr.        For       For        Management
1.10  Elect Director Kevin B. Rollins           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
4     Expense Stock Options                     Against   For        Shareholder


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

EBAY INC.

Ticker:       EBAY           Security ID:  278642103
Meeting Date: JUN 13, 2006   Meeting Type: Annual
Record Date:  APR 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William C. Ford, Jr.       For       For        Management
1.2   Elect Director Dawn G. Lepore             For       For        Management
1.3   Elect Director Pierre M. Omidyar          For       For        Management
1.4   Elect Director Richard T. Sclosberg, III  For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Ratify Auditors                           For       For        Management


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

EMC CORP.

Ticker:       EMC            Security ID:  268648102
Meeting Date: MAY 4, 2006    Meeting Type: Annual
Record Date:  MAR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gail Deegan                For       For        Management
1.2   Elect Director Olli-Pekka Kallasvuo       For       For        Management
1.3   Elect Director Windle B. Priem            For       For        Management
1.4   Elect Director Alfred M. Zeien            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
4     Performance-Based and/or Time-Based       Against   For        Shareholder
      Equity Awards
5     Declassify the Board of Directors         Against   For        Shareholder
6     Limit Composition of Committee(s) to      Against   Against    Shareholder
      Independent Directors


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

FEDEX CORPORATION

Ticker:       FDX            Security ID:  31428X106
Meeting Date: SEP 26, 2005   Meeting Type: Annual
Record Date:  AUG 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James L. Barksdale         For       For        Management
1.2   Elect Director August A. Busch, IV        For       For        Management
1.3   Elect Director John A. Edwardson          For       For        Management
1.4   Elect Director Judith L. Estrin           For       For        Management
1.5   Elect Director J. Kenneth Glass           For       For        Management
1.6   Elect Director Philip Greer               For       For        Management
1.7   Elect Director J. R. Hyde, III            For       For        Management
1.8   Elect Director Shirley A. Jackson         For       For        Management
1.9   Elect Director Charles T. Manatt          For       For        Management
1.10  Elect Director Frederick W. Smith         For       For        Management
1.11  Elect Director Joshua I. Smith            For       For        Management
1.12  Elect Director Paul S. Walsh              For       For        Management
1.13  Elect Director Peter S. Willmott          For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Adopt Simple Majority Vote                Against   For        Shareholder
5     Report on Corporate Political             Against   Against    Shareholder
      Contributions
6     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

FISHER SCIENTIFIC INTERNATIONAL INC.

Ticker:       FSH            Security ID:  338032204
Meeting Date: MAY 5, 2006    Meeting Type: Annual
Record Date:  MAR 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Paul M. Montrone           For       For        Management
1.2   Elect Director Simon B. Rich              For       For        Management
1.3   Elect Director Scott M. Sterling          For       For        Management
2     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


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

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.


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

FRANKLIN RESOURCES, INC.

Ticker:       BEN            Security ID:  354613101
Meeting Date: JAN 26, 2006   Meeting Type: Annual
Record Date:  NOV 30, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Samuel H. Armacost         For       For        Management
1.2   Elect Director Harmon E. Burns            For       For        Management
1.3   Elect Director Charles Crocker            For       For        Management
1.4   Elect Director Joseph R. Hardiman         For       For        Management
1.5   Elect Director Robert D. Joffe            For       For        Management
1.6   Elect Director Charles B. Johnson         For       For        Management
1.7   Elect Director Rupert H. Johnson, Jr.     For       For        Management
1.8   Elect Director Thomas H. Kean             For       For        Management
1.9   Elect Director Chutta Ratnathicam         For       For        Management
1.10  Elect Director Peter M. Sacerdote         For       For        Management
1.11  Elect Director Laura Stein                For       For        Management
1.12  Elect Director Anne M. Tatlock            For       For        Management
1.13  Elect Director Louis E. Woodworth         For       For        Management
2     Ratify Auditors                           For       For        Management


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

FREEPORT-MCMORAN COPPER & GOLD INC.

Ticker:       FCX            Security ID:  35671D857
Meeting Date: MAY 4, 2006    Meeting Type: Annual
Record Date:  MAR 7, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert J. Allison, Jr.     For       For        Management
1.2   Elect Director Robert A. Day              For       For        Management
1.3   Elect Director Gerald J. Ford             For       For        Management
1.4   Elect Director H.Devon Graham, Jr.        For       For        Management
1.5   Elect Director J. Bennett Johnston        For       For        Management
1.6   Elect Director Bobby Lee Lackey           For       For        Management
1.7   Elect Director Gabrielle K. McDonald      For       For        Management
1.8   Elect Director James R. Moffet            For       For        Management
1.9   Elect Director B.M. Rankin, Jr.           For       For        Management
1.10  Elect Director J. Stapleton Roy           For       For        Management
1.11  Elect Director J. Taylor Wharton          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Review Payment Policy to Indonesian       Against   Against    Shareholder
      Military


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

GENENTECH, INC.

Ticker:       DNA            Security ID:  368710406
Meeting Date: APR 20, 2006   Meeting Type: Annual
Record Date:  FEB 22, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Herbert W. Boyer           For       Withhold   Management
1.2   Elect Director William M. Burns           For       Withhold   Management
1.3   Elect Director Erich Hunziker             For       Withhold   Management
1.4   Elect Director Jonathan K.C. Knowles      For       Withhold   Management
1.5   Elect Director Arthur D. Levinson         For       Withhold   Management
1.6   Elect Director Debra L. Reed              For       For        Management
1.7   Elect Director Charles A. Sanders         For       For        Management
2     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


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

GENERAL ELECTRIC CO.

Ticker:       GE             Security ID:  369604103
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  FEB 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James I. Cash, Jr.         For       For        Management
1.2   Elect Director Sir William M. Castell     For       For        Management
1.3   Elect Director Ann M. Fudge               For       For        Management
1.4   Elect Director Claudio X. Gonzalez        For       Withhold   Management
1.5   Elect Director Jeffrey R. Immelt          For       For        Management
1.6   Elect Director Andrea Jung                For       For        Management
1.7   Elect Director Alan G. Lafley             For       For        Management
1.8   Elect Director Robert W. Lane             For       For        Management
1.9   Elect Director Ralph S. Larsen            For       For        Management
1.10  Elect Director Rochelle B. Lazarus        For       For        Management
1.11  Elect Director Sam Nunn                   For       For        Management
1.12  Elect Director Roger S. Penske            For       For        Management
1.13  Elect Director Robert J. Swieringa        For       For        Management
1.14  Elect Director Douglas A. Warner, III     For       For        Management
1.15  Elect Director Robert C. Wright           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   Against    Shareholder
4     Adopt Policy on Overboarded Directors     Against   For        Shareholder
5     Company-Specific -- One Director from the Against   Against    Shareholder
      Ranks of the Retirees
6     Separate Chairman and CEO Positions       Against   Against    Shareholder
7     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
8     Report on Environmental Policies          Against   Against    Shareholder


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

GENZYME CORP.

Ticker:       GENZ           Security ID:  372917104
Meeting Date: MAY 25, 2006   Meeting Type: Annual
Record Date:  MAR 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Victor J. Dzau, M.D.       For       For        Management
1.2   Elect Director Connie Mack, III           For       For        Management
1.3   Elect Director Henri A. Termeer           For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
4     Declassify the Board of Directors         For       For        Management
5     Ratify Auditors                           For       For        Management
6     Submit Severance Agreement (Change in     Against   For        Shareholder
      Control) to shareholder Vote


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

GILEAD SCIENCES, INC.

Ticker:       GILD           Security ID:  375558103
Meeting Date: MAY 10, 2006   Meeting Type: Annual
Record Date:  MAR 22, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Paul Berg                  For       For        Management
1.2   Elect Director John F. Cogan              For       For        Management
1.3   Elect Director Etienne F. Davignon        For       For        Management
1.4   Elect Director James M. Denny             For       For        Management
1.5   Elect Director John W. Madigan            For       For        Management
1.6   Elect Director John C. Martin             For       For        Management
1.7   Elect Director Gordon E. Moore            For       For        Management
1.8   Elect Director Nicholas G. Moore          For       For        Management
1.9   Elect Director Gayle E. Wilson            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Increase Authorized Common Stock          For       For        Management
6     Report on Impact of HIV/AIDS, TB, and     Against   For        Shareholder
      Malaria Pandemics


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

GOLDMAN SACHS GROUP, INC., THE

Ticker:       GS             Security ID:  38141G104
Meeting Date: MAR 31, 2006   Meeting Type: Annual
Record Date:  JAN 30, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lloyd C. Blankfein         For       For        Management
1.2   Elect Director Lord Browne Ofmadingley    For       For        Management
1.3   Elect Director John H. Bryan              For       For        Management
1.4   Elect Director Claes Dahlback             For       For        Management
1.5   Elect Director Stephen Friedman           For       For        Management
1.6   Elect Director William W. George          For       For        Management
1.7   Elect Director James A. Johnson           For       For        Management
1.8   Elect Director Lois D. Juliber            For       For        Management
1.9   Elect Director Edward M. Liddy            For       For        Management
1.10  Elect Director Henry M. Paulson, Jr.      For       For        Management
1.11  Elect Director Ruth J. Simmons            For       For        Management
2     Amend Restricted Partner Compensation     For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


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

GOOGLE INC

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: MAY 11, 2006   Meeting Type: Annual
Record Date:  MAR 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Eric Schmidt               For       For        Management
1.2   Elect Director Sergey Brin                For       For        Management
1.3   Elect Director Larry Page                 For       For        Management
1.4   Elect Director L. John Doerr              For       For        Management
1.5   Elect Director John L. Hennessy           For       For        Management
1.6   Elect Director Arthur D. Levinson         For       For        Management
1.7   Elect Director Ann Mather                 For       For        Management
1.8   Elect Director Michael Moritz             For       For        Management
1.9   Elect Director Paul S. Otellini           For       For        Management
1.10  Elect Director K. Ram Shriram             For       For        Management
1.11  Elect Director Shirley M. Tilghman        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Company-Specific-Recapitalization Plan    Against   For        Shareholder


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

HALLIBURTON CO.

Ticker:       HAL            Security ID:  406216101
Meeting Date: MAY 17, 2006   Meeting Type: Annual
Record Date:  MAR 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Alan M. Bennett            For       For        Management
1.2   Elect Director James R. Boyd              For       For        Management
1.3   Elect Director Robert  L. Crandall        For       For        Management
1.4   Elect Director Kenneth T. Derr            For       For        Management
1.5   Elect Director S.Malcolm Gillis           For       For        Management
1.6   Elect Director W.R. Howell                For       For        Management
1.7   Elect Director Ray L. Hunt                For       For        Management
1.8   Elect Director David J. Lesar             For       For        Management
1.9   Elect Director J.Landis Martin            For       For        Management
1.10  Elect Director Jay A. Precourt            For       For        Management
1.11  Elect Director Debra L. Reed              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Amend Terms of Severance Payments to      For       For        Management
      Executives
5     Review Human Rights Standards             Against   For        Shareholder
6     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
7     Amend Terms of Existing Poison Pill       Against   Against    Shareholder


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

HONEYWELL INTERNATIONAL, INC.

Ticker:       HON            Security ID:  438516106
Meeting Date: APR 24, 2006   Meeting Type: Annual
Record Date:  FEB 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gordon M. Bethune          For       For        Management
1.2   Elect Director Jaime Chico Pardo          For       For        Management
1.3   Elect Director David M. Cote              For       For        Management
1.4   Elect Director D. Scott Davis             For       For        Management
1.5   Elect Director Linnet F. Deily            For       For        Management
1.6   Elect Director Clive R. Hollick           For       For        Management
1.7   Elect Director James J. Howard            For       For        Management
1.8   Elect Director Bruce Karatz               For       For        Management
1.9   Elect Director Russell E. Palmer          For       For        Management
1.10  Elect Director Ivan G. Seidenberg         For       For        Management
1.11  Elect Director Bradley T. Sheares         For       For        Management
1.12  Elect Director Eric K. Shinseki           For       For        Management
1.13  Elect Director John R. Stafford           For       For        Management
1.14  Elect Director Michael W. Wright          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
5     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
6     Compensation- Director Compensation       Against   Against    Shareholder
7     Claw-back of Payments under Restatements  Against   For        Shareholder
8     Report on Public Welfare Initiative       Against   Against    Shareholder
9     Eliminate or Restrict Severance           Against   For        Shareholder
      Agreements (Change-in-Control)


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

ILLINOIS TOOL WORKS INC.

Ticker:       ITW            Security ID:  452308109
Meeting Date: MAY 5, 2006    Meeting Type: Annual
Record Date:  MAR 7, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William F. Aldinger        For       For        Management
1.2   Elect Director Michael J. Birck           For       For        Management
1.3   Elect Director Marvin D. Brailsford       For       For        Management
1.4   Elect Director Susan Crown                For       For        Management
1.5   Elect Director Don H. Davis, Jr.          For       For        Management
1.6   Elect Director Robert C. McCormack        For       For        Management
1.7   Elect Director Robert S. Morrison         For       For        Management
1.8   Elect Director James A. Skinner           For       For        Management
1.9   Elect Director Harold B. Smith            For       For        Management
1.10  Elect Director David B. Speer             For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Ratify Auditors                           For       For        Management
5     Adopt/ Implement China Principles         Against   Against    Shareholder
6     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

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   For        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


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

ISHARES TRUST

Ticker:       IJT            Security ID:  464287614
Meeting Date: AUG 11, 2005   Meeting Type: Special
Record Date:  APR 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lee T. Kranefuss          For       For        Management
1.2   Elect  Director John E. Martinez          For       For        Management
1.3   Elect  Director Richard K. Lyons          For       For        Management
1.4   Elect  Director George G.C. Parker        For       For        Management
1.5   Elect  Director W. Allen Reed             For       For        Management
1.6   Elect  Director Cecilia H. Herbert        For       For        Management
1.7   Elect  Director Charles A. Hurty          For       For        Management
1.8   Elect  Director John E. Kerrigan          For       For        Management
2     Approve Change of Fundamental Investment  For       For        Management
      Policy - Senior Securities
3     Approve Change of Fundamental Investment  For       For        Management
      Policy - Lending
4     Approve Change of Fundamental Investment  For       For        Management
      Objective to Non-fundamental
5     Other Business                            For       Against    Management


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

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  FEB 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mary S. Coleman            For       For        Management
1.2   Elect Director James G. Cullen            For       For        Management
1.3   Elect Director Robert J. Darretta         For       For        Management
1.4   Elect Director Michael M. E. Johns        For       For        Management
1.5   Elect Director Ann D. Jordan              For       For        Management
1.6   Elect Director Arnold G. Langbo           For       For        Management
1.7   Elect Director Susan L. Lindquist         For       For        Management
1.8   Elect Director Leo F. Mullin              For       For        Management
1.9   Elect Director Christine A. Poon          For       For        Management
1.10  Elect Director Charles Prince             For       For        Management
1.11  Elect Director Steven S. Reinemund        For       For        Management
1.12  Elect Director David Satcher              For       For        Management
1.13  Elect Director William C. Weldon          For       For        Management
2     Amend Articles to Remove Antitakeover     For       For        Management
      Provision
3     Ratify Auditors                           For       For        Management
4     Disclose Charitable Contributions         Against   Against    Shareholder
5     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

LOWE'S COMPANIES, INC.

Ticker:       LOW            Security ID:  548661107
Meeting Date: MAY 25, 2006   Meeting Type: Annual
Record Date:  MAR 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Peter C. Browning          For       For        Management
1.2   Elect Director Marshall O. Larsen         For       For        Management
1.3   Elect Director Stephen F. Page            For       For        Management
1.4   Elect Director O. Temple Sloan, Jr.       For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Ratify Auditors                           For       For        Management
5     Company Specific--RELATING TO THE BOARD   For       For        Management
      OF DIRECTORS
6     Report on Wood Procurement Policy         Against   Against    Shareholder


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

MARVELL TECHNOLOGY GROUP LTD

Ticker:       MRVL           Security ID:  G5876H105
Meeting Date: JUN 9, 2006    Meeting Type: Annual
Record Date:  APR 12, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Sehat Sutardja, Ph.D.     For       Withhold   Management
1.2   Elect  Director Weili Dai                 For       Withhold   Management
1.3   Elect  Director Pantas Sutardja, Ph.D.    For       For        Management
1.4   Elect  Director Arturo Krueger            For       For        Management
2     TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP  For       For        Management
      AS THE COMPANY S INDEPENDENT REGISTERED
      PUBLIC ACCOUNTING FIRM AND TO AUTHORIZE
      THE AUDIT COMMITTEE TO FIX THEIR
      REMUNERATION FOR THE 2007 FISCAL YEAR
      ENDING JANUARY 27, 2007.
3     TO APPROVE AN INCREASE TO THE COMPANY S   For       For        Management
      AUTHORIZED SHARE CAPITAL.
4     TO APPROVE AN AMENDMENT TO THE COMPANY S  For       Against    Management
      SECOND AMENDED AND RESTATED BYE-LAWS TO
      AMEND THE PROVISION RELATED TO
      INDEMNIFICATION OF DIRECTORS AND
      OFFICERS.


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

MEDCO HEALTH SOLUTIONS INC

Ticker:       MHS            Security ID:  58405U102
Meeting Date: MAY 24, 2006   Meeting Type: Annual
Record Date:  MAR 29, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lawrence S. Lewin          For       For        Management
1.2   Elect Director Charles M. Lillis          For       For        Management
1.3   Elect Director Edward H. Shortliffe,      For       For        Management
      M.D., Ph.D.
1.4   Elect Director David D. Stevens           For       For        Management
2     Ratify Auditors                           For       For        Management


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

MEDTRONIC, INC.

Ticker:       MDT            Security ID:  585055106
Meeting Date: AUG 25, 2005   Meeting Type: Annual
Record Date:  JUL 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Shirley Ann Jackson, Ph.D. For       For        Management
1.2   Elect Director Denise M. O'Leary          For       For        Management
1.3   Elect Director Jean-Pierre Rosso          For       For        Management
1.4   Elect Director Jack W. Schuler            For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
4     Amend Non-Employee Director Stock Option  For       For        Management
      Plan


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

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


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

MONSTER WORLDWIDE, INC.

Ticker:       MNST           Security ID:  611742107
Meeting Date: JUN 7, 2006    Meeting Type: Annual
Record Date:  APR 25, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Andrew J. McKelvey         For       For        Management
1.2   Elect Director George R. Eisele           For       For        Management
1.3   Elect Director John Gaulding              For       For        Management
1.4   Elect Director Michael Kaufman            For       For        Management
1.5   Elect Director Ronald J. Kramer           For       For        Management
1.6   Elect Director David A. Stein             For       For        Management
1.7   Elect Director John Swann                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Board Diversity                 None      Against    Shareholder


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

MOTOROLA, INC.

Ticker:       MOT            Security ID:  620076109
Meeting Date: MAY 1, 2006    Meeting Type: Annual
Record Date:  MAR 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director E. Zander                  For       For        Management
1.2   Elect Director H.L. Fuller                For       Against    Management
1.3   Elect Director J. Lewent                  For       For        Management
1.4   Elect Director T. Meredith                For       For        Management
1.5   Elect Director N. Negroponte              For       For        Management
1.6   Elect Director I. Nooyi                   For       For        Management
1.7   Elect Director S. Scott, III              For       For        Management
1.8   Elect Director R. Sommer                  For       For        Management
1.9   Elect Director J. Stengel                 For       For        Management
1.10  Elect Director D. Warner, III             For       For        Management
1.11  Elect Director J. White                   For       For        Management
1.12  Elect Director M. White                   For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


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

NII HOLDINGS, INC.

Ticker:       NIHD           Security ID:  62913F201
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  MAR 21, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Carolyn Katz               For       For        Management
1.2   Elect Director Donald E. Morgan           For       For        Management
1.3   Elect Director George A. Cope             For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management
4     Adjourn Meeting                           For       Against    Management


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

NOVARTIS AG

Ticker:       NVS            Security ID:  66987V109
Meeting Date: FEB 28, 2006   Meeting Type: Annual
Record Date:  JAN 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE ANNUAL REPORT, THE        For       For        Management
      FINANCIAL STATEMENTS OF NOVARTIS AG AND
      THE GROUP CONSOLIDATED FINANCIAL
      STATEMENTS FOR THE YEAR 2005.
2     APPROVAL OF THE ACTIVITIES OF THE BOARD   For       For        Management
      OF DIRECTORS.
3     APPROPRIATION OF AVAILABLE EARNINGS OF    For       For        Management
      NOVARTIS AG AS PER BALANCE SHEET AND
      DECLARATION OF DIVIDEND.
4     REDUCTION OF SHARE CAPITAL.               For       For        Management
5     AMENDMENT TO THE ARTICLES OF              For       For        Management
      INCORPORATION.
6     RE-ELECTION OF PROF. SRIKANT M. DATAR     For       For        Management
      PH.D. FOR A THREE-YEAR TERM.
7     RE-ELECTION OF WILLIAM W. GEORGE FOR A    For       For        Management
      THREE-YEAR TERM.
8     RE-ELECTION OF DR.-ING. WENDELIN          For       For        Management
      WIEDEKING FOR A THREE-YEAR TERM.
9     RE-ELECTION OF PROF. ROLF M. ZINKERNAGEL  For       For        Management
      M.D. FOR A THREE-YEAR TERM.
10    THE ELECTION OF ANDREAS VON PLANTA PH.D.  For       For        Management
      FOR A THREE-YEAR TERM.
11    Ratify Auditors                           For       For        Management


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

ORACLE CORP.

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: OCT 10, 2005   Meeting Type: Annual
Record Date:  AUG 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jeffrey O. Henley          For       For        Management
1.2   Elect Director Lawrence J. Ellison        For       For        Management
1.3   Elect Director Donald L. Lucas            For       For        Management
1.4   Elect Director Michael J. Boskin          For       For        Management
1.5   Elect Director Jack F. Kemp               For       For        Management
1.6   Elect Director Jeffrey S. Berg            For       For        Management
1.7   Elect Director Safra A. Catz              For       For        Management
1.8   Elect Director Hector Garcia-Molina       For       For        Management
1.9   Elect Director Joseph A. Grundfest        For       For        Management
1.10  Elect Director H. Raymond Bingham         For       Withhold   Management
1.11  Elect Director Charles E. Phillips, Jr.   For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


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

PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 3, 2006    Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John F. Akers              For       For        Management
1.2   Elect Director Robert E. Allen            For       For        Management
1.3   Elect Director Dina Dublon                For       For        Management
1.4   Elect Director Victor J. Dzau, M.D.       For       For        Management
1.5   Elect Director Ray L. Hunt                For       For        Management
1.6   Elect Director Alberto Ibarguen           For       For        Management
1.7   Elect Director Arthur C. Martinez         For       For        Management
1.8   Elect Director Indra K. Nooyi             For       For        Management
1.9   Elect Director Steven S. Reinemund        For       For        Management
1.10  Elect Director Sharon Percy Rockefeller   For       For        Management
1.11  Elect Director James J. Schiro            For       For        Management
1.12  Elect Director Franklin A. Thomas         For       For        Management
1.13  Elect Director Cynthia M. Trudell         For       For        Management
1.14  Elect Director Daniel Vasella             For       For        Management
1.15  Elect Director Michael D. White           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Publish Political Contributions           Against   Against    Shareholder
4     Report on Charitable Contributions        Against   Against    Shareholder


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

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       For        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


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

PHELPS DODGE CORP.

Ticker:       PD             Security ID:  717265102
Meeting Date: MAY 26, 2006   Meeting Type: Annual
Record Date:  APR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles C. Krulak          For       For        Management
1.2   Elect Director Dustan E. McCoy            For       For        Management
1.3   Elect Director William J. Post            For       For        Management
1.4   Elect Director Martin H. Richenhagen      For       For        Management
1.5   Elect Director Jack E. Thompson           For       For        Management
2     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
3     Ratify Auditors                           For       For        Management


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

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


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

PROCTER & GAMBLE COMPANY, THE

Ticker:       PG             Security ID:  742718109
Meeting Date: JUL 12, 2005   Meeting Type: Special
Record Date:  MAY 19, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management


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

PROCTER & GAMBLE COMPANY, THE

Ticker:       PG             Security ID:  742718109
Meeting Date: OCT 11, 2005   Meeting Type: Annual
Record Date:  AUG 12, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Bruce L. Byrnes            For       For        Management
1.2   Elect Director Scott D. Cook              For       For        Management
1.3   Elect Director Charles R. Lee             For       For        Management
1.4   Elect Director W. James McNerney, Jr.     For       For        Management
1.5   Elect Director Ernesto Zedillo            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Articles                            For       For        Management
4     Declassify the Board of Directors         For       For        Management
5     Report on Animal Welfare Policy           Against   Against    Shareholder
6     Seek Sale of Company/Assets               Against   Against    Shareholder
7     Report on Political Contributions         Against   Against    Shareholder


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

QUALCOMM INC.

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 7, 2006    Meeting Type: Annual
Record Date:  JAN 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard C. Atkinson        For       Withhold   Management
1.2   Elect Director Diana Lady Dougan          For       Withhold   Management
1.3   Elect Director Peter M. Sacerdote         For       Withhold   Management
1.4   Elect Director Marc I. Stern              For       Withhold   Management
2     Declassify the Board and Eliminate        For       For        Management
      Cumulative Voting
3     Amend Omnibus Stock Plan                  For       For        Management
4     Ratify Auditors                           For       For        Management
5     Adjourn Meeting                           For       Against    Management


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

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       For        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       For        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   For        Shareholder


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

STAPLES, INC.

Ticker:       SPLS           Security ID:  855030102
Meeting Date: JUN 6, 2006    Meeting Type: Annual
Record Date:  APR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Basil L. Anderson          For       For        Management
1.2   Elect Director Robert C. Nakasone         For       For        Management
1.3   Elect Director Ronald L. Sargent          For       For        Management
1.4   Elect Director Stephen F. Schuckenbrock   For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Ratify Auditors                           For       For        Management
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

STARBUCKS CORP.

Ticker:       SBUX           Security ID:  855244109
Meeting Date: FEB 8, 2006    Meeting Type: Annual
Record Date:  DEC 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Howard P. Behar            For       For        Management
1.2   Elect Director James G. Shennan, Jr       For       For        Management
1.3   Elect Director Myron E. Ullman, III       For       For        Management
1.4   Elect Director Craig E. Weatherup         For       For        Management
1.5   Elect Director James L. Donald            For       For        Management
1.6   Elect Director Javier G. Teruel           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management


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

TARGET CORPORATION

Ticker:       TGT            Security ID:  87612E106
Meeting Date: MAY 17, 2006   Meeting Type: Annual
Record Date:  MAR 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard M. Kovacevich      For       For        Management
1.2   Elect Director George W. Tamke            For       For        Management
1.3   Elect Director Solomon D. Trujillo        For       For        Management
1.4   Elect Director Robert J. Ulrich           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report Political Contributions/Activities Against   Against    Shareholder


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

TEXAS INSTRUMENTS INC.

Ticker:       TXN            Security ID:  882508104
Meeting Date: APR 20, 2006   Meeting Type: Annual
Record Date:  FEB 21, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director J.R. Adams                 For       For        Management
1.2   Elect Director D.L. Boren                 For       For        Management
1.3   Elect Director D.A. Carp                  For       For        Management
1.4   Elect Director C.S. Cox                   For       For        Management
1.5   Elect Director T.J. Engibous              For       For        Management
1.6   Elect Director G.W. Fronterhouse          For       For        Management
1.7   Elect Director D.R. Goode                 For       For        Management
1.8   Elect Director P.H. Patsley               For       For        Management
1.9   Elect Director W.R. Sanders               For       For        Management
1.10  Elect Director R.J. Simmons               For       For        Management
1.11  Elect Director R.K. Templeton             For       For        Management
1.12  Elect Director C.T. Whitman               For       For        Management
2     Ratify Auditors                           For       For        Management


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

UNITED PARCEL SERVICE, INC.

Ticker:       UPS            Security ID:  911312106
Meeting Date: MAY 4, 2006    Meeting Type: Annual
Record Date:  MAR 9, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John J. Beystehner         For       For        Management
1.2   Elect Director Michael J. Burns           For       For        Management
1.3   Elect Director D. Scott Davis             For       For        Management
1.4   Elect Director Stuart E. Eizenstat        For       For        Management
1.5   Elect Director Michael L. Eskew           For       For        Management
1.6   Elect Director James P. Kelly             For       Withhold   Management
1.7   Elect Director Ann M. Livermore           For       For        Management
1.8   Elect Director Gary E. MacDougal          For       For        Management
1.9   Elect Director Victor A. Pelson           For       For        Management
1.10  Elect Director John W. Thompson           For       For        Management
1.11  Elect Director Carol B. Tome              For       For        Management
1.12  Elect Director Ben Verwaayen              For       For        Management
2     Ratify Auditors                           For       For        Management


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

UNITED TECHNOLOGIES CORP.

Ticker:       UTX            Security ID:  913017109
Meeting Date: APR 12, 2006   Meeting Type: Annual
Record Date:  FEB 14, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Louis R. Chenevert         For       For        Management
1.2   Elect Director George David               For       For        Management
1.3   Elect Director John V. Faraci             For       For        Management
1.4   Elect Director Jean-Pierre Garnier        For       For        Management
1.5   Elect Director Jamie S. Gorelick          For       For        Management
1.6   Elect Director Charles R. Lee             For       For        Management
1.7   Elect Director Richard D. McCormick       For       For        Management
1.8   Elect Director Harold McGraw, III         For       For        Management
1.9   Elect Director Frank P. Popoff, III       For       For        Management
1.10  Elect Director H. Patrick Swygert         For       For        Management
1.11  Elect Director Andre Villeneuve           For       For        Management
1.12  Elect Director H.A. Wagner                For       For        Management
1.13  Elect Director Christine Todd Whitman     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Establish Term Limits for Directors       Against   Against    Shareholder
5     Report on Foreign Sales of Military       Against   Against    Shareholder
      Products


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

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: MAY 2, 2006    Meeting Type: Annual
Record Date:  MAR 21, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James A. Johnson           For       Withhold   Management
1.2   Elect Director Douglas W. Leatherdale     For       For        Management
1.3   Elect Director William W. McGuire, M.D.   For       For        Management
1.4   Elect Director Mary O. Mundinger, Ph.D.   For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

WELLPOINT INC

Ticker:       WLP            Security ID:  94973V107
Meeting Date: MAY 16, 2006   Meeting Type: Annual
Record Date:  MAR 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lenox D. Baker, Jr., M.D.  For       For        Management
1.2   Elect Director Susan B. Bayh              For       For        Management
1.3   Elect Director Larry C. Glasscock         For       For        Management
1.4   Elect Director Julie A. Hill              For       For        Management
1.5   Elect Director Ramiro G. Peru             For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

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   For        Shareholder
5     Report on Political Contributions         Against   For        Shareholder
6     Report on Animal welfare Policy           Against   For        Shareholder
7     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
8     Separate Chairman and CEO Positions       Against   For        Shareholder
9     Adopt Simple Majority Vote Requirement    Against   For        Shareholder


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

YAHOO!, INC.

Ticker:       YHOO           Security ID:  984332106
Meeting Date: MAY 25, 2006   Meeting Type: Annual
Record Date:  MAR 29, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Terry S. Semel             For       For        Management
1.2   Elect Director Jerry Yang                 For       For        Management
1.3   Elect Director Roy J. Bostock             For       For        Management
1.4   Elect Director Ronald W. Burkle           For       For        Management
1.5   Elect Director Eric Hippeau               For       For        Management
1.6   Elect Director Arthur H. Kern             For       For        Management
1.7   Elect Director Vyomesh Joshi              For       For        Management
1.8   Elect Director Robert A. Kotick           For       For        Management
1.9   Elect Director Edward R. Kozel            For       For        Management
1.10  Elect Director Gary L. Wilson             For       For        Management
2     Amend Non-Employee Director Omnibus Stock For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management




============================== BB&T LARGE CAP VIF ==============================


ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 28, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Roxanne S. Austin          For       For        Management
1.2   Elect Director William M. Daley           For       For        Management
1.3   Elect Director W. James Farrell           For       For        Management
1.4   Elect Director H. Laurance Fuller         For       For        Management
1.5   Elect Director Richard A. Gonzalez        For       For        Management
1.6   Elect Director Jack M. Greenberg          For       For        Management
1.7   Elect Director Lord Owen                  For       For        Management
1.8   Elect Director Boone Powell, Jr.          For       For        Management
1.9   Elect Director W. Ann Reynolds, Ph.D.     For       For        Management
1.10  Elect Director Roy S. Roberts             For       For        Management
1.11  Elect Director William D. Smithburg       For       For        Management
1.12  Elect Director John R. Walter             For       For        Management
1.13  Elect Director Miles D. White             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Performance-Based Equity Awards           Against   For        Shareholder
4     Report on Political Contributions         Against   Against    Shareholder
5     Separate Chairman and CEO Positions       Against   For        Shareholder


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

AIR PRODUCTS & CHEMICALS, INC.

Ticker:       APD            Security ID:  009158106
Meeting Date: JAN 26, 2006   Meeting Type: Annual
Record Date:  NOV 30, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mario L. Baeza             For       For        Management
1.2   Elect Director Edward E. Hagenlocker      For       For        Management
1.3   Elect Director Terrence Murray            For       For        Management
1.4   Elect Director Charles H. Noski           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management


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

ALBERTSON

Ticker:       ABS            Security ID:  013104104
Meeting Date: MAY 30, 2006   Meeting Type: Special
Record Date:  APR 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Amend Articles/Bylaws/Charter-Non-Routine For       For        Management
3     Adjourn Meeting                           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


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

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       Withhold   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


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

ANADARKO PETROLEUM CORP.

Ticker:       APC            Security ID:  032511107
Meeting Date: MAY 11, 2006   Meeting Type: Annual
Record Date:  MAR 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert J. Allison, Jr.     For       For        Management
1.2   Elect Director John W. Poduska, Sr.       For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management


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

APACHE CORP.

Ticker:       APA            Security ID:  037411105
Meeting Date: MAY 4, 2006    Meeting Type: Annual
Record Date:  MAR 15, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frederick M. Bohen         For       Withhold   Management
1.2   Elect Director George D. Lawrence         For       Withhold   Management
1.3   Elect Director Rodman D. Patton           For       For        Management
1.4   Elect Director Charles J. Pitman          For       For        Management
1.5   Elect Director Jay A. Precourt            For       For        Management
2     Amend Non-Employee Director Stock Option  For       For        Management
      Plan


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

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       For        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       For        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   Against    Shareholder


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

AUTOMATIC DATA PROCESSING, INC.

Ticker:       ADP            Security ID:  053015103
Meeting Date: NOV 8, 2005    Meeting Type: Annual
Record Date:  SEP 9, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gregory D. Brenneman       For       For        Management
1.2   Elect Director Leslie A. Brun             For       For        Management
1.3   Elect Director Gary C. Butler             For       For        Management
1.4   Elect Director Leon G. Cooperman          For       For        Management
1.5   Elect Director R. Glenn Hubbard           For       For        Management
1.6   Elect Director John P. Jones              For       For        Management
1.7   Elect Director Ann Dibble Jordan          For       For        Management
1.8   Elect Director Harvey M. Krueger          For       For        Management
1.9   Elect Director Frederic V. Malek          For       For        Management
1.10  Elect Director Henry Taub                 For       For        Management
1.11  Elect Director Arthur F. Weinbach         For       For        Management
2     Ratify Auditors                           For       For        Management


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

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       For        Management
1.2   Elect Director Nicholas M. Donofrio       For       For        Management
1.3   Elect Director Gerald L. Hassel           For       For        Management
1.4   Elect Director Richard J. Kogan           For       For        Management
1.5   Elect Director Michael J. Kowalski        For       For        Management
1.6   Elect Director John A. Luke, Jr.          For       For        Management
1.7   Elect Director John C. Malone             For       Withhold   Management
1.8   Elect Director Paul Myners                For       For        Management
1.9   Elect Director Catherine A. Rein          For       For        Management
1.10  Elect Director Thomas A. Renyi            For       For        Management
1.11  Elect Director William C. Richardson      For       For        Management
1.12  Elect Director Brian l. Roberts           For       For        Management
1.13  Elect Director Samuel C. Scott, III       For       For        Management
1.14  Elect Director Richard C. Vaughan         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Provide for Cumulative Voting             Against   For        Shareholder
4     Reimbursement of Expenses of Opposition   Against   Against    Shareholder
      Candidates


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

BECTON, DICKINSON AND COMPANY

Ticker:       BDX            Security ID:  075887109
Meeting Date: JAN 31, 2006   Meeting Type: Annual
Record Date:  DEC 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Edward J. Ludwig           For       For        Management
1.2   Elect Director Willard J. Overlock, Jr.   For       For        Management
1.3   Elect Director Bertram L. Scott           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Toxic Chemicals                 Against   Against    Shareholder
4     Provide for Cumulative Voting             Against   For        Shareholder


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

BELLSOUTH CORP.

Ticker:       BLS            Security ID:  079860102
Meeting Date: APR 24, 2006   Meeting Type: Annual
Record Date:  MAR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director F. D. Ackerman             For       For        Management
1.2   Elect Director R. V. Anderson             For       For        Management
1.3   Elect Director J. H. Blanchard            For       For        Management
1.4   Elect Director J. H. Brown                For       Withhold   Management
1.5   Elect Director A. M. Codina               For       For        Management
1.6   Elect Director M. L. Feidler              For       For        Management
1.7   Elect Director K. F. Feldstein            For       For        Management
1.8   Elect Director J. P. Kelly                For       For        Management
1.9   Elect Director L. F. Mullin               For       For        Management
1.10  Elect Director R. B. Smith                For       For        Management
1.11  Elect Director W. S. Stavropoulos         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Political Contributions/Activities        Against   Against    Shareholder


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

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


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

BURLINGTON RESOURCES INC.

Ticker:       BR             Security ID:  122014103
Meeting Date: MAR 30, 2006   Meeting Type: Special
Record Date:  FEB 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management


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

CHEVRON CORPORATION

Ticker:       CVX            Security ID:  166764100
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  MAR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Samuel H. Armacost         For       For        Management
1.2   Elect Director Linnet F. Deily            For       For        Management
1.3   Elect Director Robert E. Denham           For       For        Management
1.4   Elect Director Robert J. Eaton            For       For        Management
1.5   Elect Director Sam Ginn                   For       For        Management
1.6   Elect Director Franklyn G. Jenifer        For       For        Management
1.7   Elect Director Sam Nunn                   For       For        Management
1.8   Elect Director David J. O'Reilly          For       For        Management
1.9   Elect Director Donald B. Rice             For       For        Management
1.10  Elect Director Peter J. Robertson         For       For        Management
1.11  Elect Director Charles R. Shoemate        For       For        Management
1.12  Elect Director Ronald D. Sugar            For       For        Management
1.13  Elect Director Carl Ware                  For       For        Management
2     Ratify Auditors                           For       For        Management
3     Company-Specific-Reimbursement of         Against   For        Shareholder
      Stockholder Proposal
4     Report on Environmental Impact of         Against   Against    Shareholder
      Drilling in Sensitive Areas
5     Report on Political Contributions         Against   Against    Shareholder
6     Adopt an Animal Welfare Policy            Against   Against    Shareholder
7     Adopt a Human Rights Policy               Against   For        Shareholder
8     Report on Remediation Expenses in Ecuador Against   Against    Shareholder


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

CIGNA CORP.

Ticker:       CI             Security ID:  125509109
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  FEB 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director H. Edward Hanway           For       For        Management
1.2   Elect Director Harold A. Wagner           For       For        Management
2     Ratify Auditors                           For       For        Management


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

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   Against    Shareholder
12    Clawback of Payments Under Restatement    Against   Against    Shareholder


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

CONOCOPHILLIPS

Ticker:       COP            Security ID:  20825C104
Meeting Date: MAY 10, 2006   Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard L. Armitage        For       For        Management
1.2   Elect Director Richard H. Auchinleck      For       For        Management
1.3   Elect Director Harald J. Norvik           For       For        Management
1.4   Elect Director William K. Reilly          For       For        Management
1.5   Elect Director Victoria J. Tschinkel      For       For        Management
1.6   Elect Director Kathryn C. Turner          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report Damage Resulting From Drilling     Against   For        Shareholder
      Inside the National Petroleum Reserve
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
5     Submit Supplemental Executive Retirement  Against   For        Shareholder
      Plans to Shareholder vote
6     Report Accountability for Company's       Against   Against    Shareholder
      Environmental Impacts due to Operation
7     Non-Employee Director Compensation        Against   Against    Shareholder


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

CSX CORP.

Ticker:       CSX            Security ID:  126408103
Meeting Date: MAY 3, 2006    Meeting Type: Annual
Record Date:  MAR 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Elizabeth E. Bailey        For       For        Management
1.2   Elect Director John B. Breaux             For       For        Management
1.3   Elect Director Edward J. Kelly, III       For       For        Management
1.4   Elect Director Robert D. Kunisch          For       For        Management
1.5   Elect Director Southwood J. Morcott       For       For        Management
1.6   Elect Director David M. Ratcliffe         For       For        Management
1.7   Elect Director William C. Richardson      For       For        Management
1.8   Elect Director Frank S. Royal, M.D.       For       For        Management
1.9   Elect Director Donald J. Shepard          For       For        Management
1.10  Elect Director Michael J. Ward            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Reduce Supermajority Vote Requirement     For       For        Management
5     Reduce Supermajority Vote Requirement     For       For        Management
6     Separate Chairman and CEO Positions       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   For        Shareholder
5     Submit Supplemental Executive Retirement  Against   For        Shareholder
      Plans to Shareholder vote


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

DUKE ENERGY CORP.

Ticker:       DUK            Security ID:  264399106
Meeting Date: MAR 10, 2006   Meeting Type: Special
Record Date:  JAN 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management


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

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   For        Shareholder
7     Report on Security of Chemical Facilities Against   Against    Shareholder


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

EMERSON ELECTRIC CO.

Ticker:       EMR            Security ID:  291011104
Meeting Date: FEB 7, 2006    Meeting Type: Annual
Record Date:  NOV 29, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director A. A. Busch,III            For       For        Management
1.2   Elect Director A. F. Golden               For       Withhold   Management
1.3   Elect Director V. R. Loucks, Jr           For       For        Management
1.4   Elect Director J. B. Menzer               For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote


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

EQUITY RESIDENTIAL

Ticker:       EQR            Security ID:  29476L107
Meeting Date: MAY 25, 2006   Meeting Type: Annual
Record Date:  MAR 31, 2006

#     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 Stephen O. Evans           For       For        Management
1.4   Elect Director James D. Harper, Jr.       For       For        Management
1.5   Elect Director Boone A. Knox              For       For        Management
1.6   Elect Director David J. Neithercut        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     Ratify Auditors                           For       For        Management


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

EXXON MOBIL CORP.

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 31, 2006   Meeting Type: Annual
Record Date:  APR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael J. Boskin          For       For        Management
1.2   Elect Director William W. George          For       For        Management
1.3   Elect Director James R. Houghton          For       Withhold   Management
1.4   Elect Director William R. Howell          For       Withhold   Management
1.5   Elect Director Reatha Clark King          For       Withhold   Management
1.6   Elect Director Philip E. Lippincott       For       For        Management
1.7   Elect Director Henry A. McKinnell, Jr.    For       For        Management
1.8   Elect Director Marilyn Carlson Nelson     For       For        Management
1.9   Elect Director Samuel J. Palmisano        For       For        Management
1.10  Elect Director Walter V. Shipley          For       Withhold   Management
1.11  Elect Director J. Stephen Simon           For       For        Management
1.12  Elect Director Rex W. Tillerson           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Provide for Cumulative Voting             Against   For        Shareholder
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
5     Company-Specific-Nominate Independent     Against   Against    Shareholder
      Director with Industry Experience
6     Require Director Nominee Qualifications   Against   Against    Shareholder
7     Non-Employee Director Compensation        Against   Against    Shareholder
8     Separate Chairman and CEO Positions       Against   For        Shareholder
9     Review Executive Compensation             Against   Against    Shareholder
10    Link Executive Compensation to Social     Against   Against    Shareholder
      Issues
11    Report on Political Contributions         Against   Against    Shareholder
12    Report on Charitable Contributions        Against   Against    Shareholder
13    Amend Equal Employment Opportunity Policy Against   For        Shareholder
      to Prohibit Discrimination Based on
      Sexual Orientation
14    Report on Damage Resulting from Drilling  Against   Against    Shareholder
      for Oil and gas in Protected Areas
15    Report Accountability for Company's       Against   Against    Shareholder
      Environmental Impacts due to Operation


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

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   For        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


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

FRANKLIN RESOURCES, INC.

Ticker:       BEN            Security ID:  354613101
Meeting Date: JAN 26, 2006   Meeting Type: Annual
Record Date:  NOV 30, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Samuel H. Armacost         For       For        Management
1.2   Elect Director Harmon E. Burns            For       For        Management
1.3   Elect Director Charles Crocker            For       For        Management
1.4   Elect Director Joseph R. Hardiman         For       For        Management
1.5   Elect Director Robert D. Joffe            For       For        Management
1.6   Elect Director Charles B. Johnson         For       For        Management
1.7   Elect Director Rupert H. Johnson, Jr.     For       For        Management
1.8   Elect Director Thomas H. Kean             For       For        Management
1.9   Elect Director Chutta Ratnathicam         For       For        Management
1.10  Elect Director Peter M. Sacerdote         For       For        Management
1.11  Elect Director Laura Stein                For       For        Management
1.12  Elect Director Anne M. Tatlock            For       For        Management
1.13  Elect Director Louis E. Woodworth         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   For        Shareholder
5     Separate Chairman and CEO Positions       Against   For        Shareholder


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

GENERAL ELECTRIC CO.

Ticker:       GE             Security ID:  369604103
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  FEB 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James I. Cash, Jr.         For       For        Management
1.2   Elect Director Sir William M. Castell     For       For        Management
1.3   Elect Director Ann M. Fudge               For       For        Management
1.4   Elect Director Claudio X. Gonzalez        For       Withhold   Management
1.5   Elect Director Jeffrey R. Immelt          For       For        Management
1.6   Elect Director Andrea Jung                For       For        Management
1.7   Elect Director Alan G. Lafley             For       For        Management
1.8   Elect Director Robert W. Lane             For       For        Management
1.9   Elect Director Ralph S. Larsen            For       For        Management
1.10  Elect Director Rochelle B. Lazarus        For       For        Management
1.11  Elect Director Sam Nunn                   For       For        Management
1.12  Elect Director Roger S. Penske            For       For        Management
1.13  Elect Director Robert J. Swieringa        For       For        Management
1.14  Elect Director Douglas A. Warner, III     For       For        Management
1.15  Elect Director Robert C. Wright           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   Against    Shareholder
4     Adopt Policy on Overboarded Directors     Against   For        Shareholder
5     Company-Specific -- One Director from the Against   Against    Shareholder
      Ranks of the Retirees
6     Separate Chairman and CEO Positions       Against   Against    Shareholder
7     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
8     Report on Environmental Policies          Against   Against    Shareholder


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

HCA, INC.

Ticker:       HCA            Security ID:  404119109
Meeting Date: MAY 25, 2006   Meeting Type: Annual
Record Date:  MAR 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director C. Michael Armstrong       For       For        Management
1.2   Elect Director Magdalena H. Averhoff,     For       For        Management
      M.D.
1.3   Elect Director Jack O. Bovender, Jr.      For       For        Management
1.4   Elect Director Richard M. Bracken         For       For        Management
1.5   Elect Director Martin Feldstein           For       For        Management
1.6   Elect Director Thomas F. Frist, Jr., M.D. For       For        Management
1.7   Elect Director Frederick W. Gluck         For       For        Management
1.8   Elect Director Glenda A. Hatchett         For       For        Management
1.9   Elect Director Charles O. Holliday, Jr.   For       For        Management
1.10  Elect Director T. Michael Long            For       For        Management
1.11  Elect Director John H. McArthur           For       For        Management
1.12  Elect Director Kent C. Nelson             For       For        Management
1.13  Elect Director Frank S. Royal, M.D.       For       Withhold   Management
1.14  Elect Director Harold T. Shapiro          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Performance-Based                         Against   For        Shareholder
4     Stock Retention/Holding Period            Against   For        Shareholder


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

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   For        Shareholder
      of Directors
5     Claw-Back of Payments under Restatement   Against   Against    Shareholder


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

ING GROEP NV

Ticker:       ING            Security ID:  456837103
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  MAR 21, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dick Harryvan             For       For        Management
1.2   Elect  Director Tom Mcinerney             For       For        Management
1.3   Elect  Director Hans Van Der Noordaa      For       For        Management
1.4   Elect  Director Jacques De Vaucleroy      For       For        Management
1.5   Elect  Director Cor Herkstroter           For       For        Management
1.6   Elect  Director Karel Vuursteen           For       For        Management
1.7   Elect  Director Piet Klaver               For       For        Management
2     OPENING REMARKS AND ANNOUNCEMENTS.        For       For        Management
      APPROVAL OF THE LIVE WEBCASTING OF THIS
      PRESENT MEETING AND SUBSEQUENT
      SHAREHOLDERS  MEETINGS.
3     ANNUAL ACCOUNTS FOR 2005.                 For       For        Management
4     DIVIDEND FOR 2005.                        For       For        Management
5     DISCHARGE OF THE EXECUTIVE BOARD IN       For       For        Management
      RESPECT OF THE DUTIES PERFORMED DURING
      THE YEAR 2005.
6     DISCHARGE OF THE SUPERVISORY BOARD IN     For       For        Management
      RESPECT OF THE DUTIES PERFORMED DURING
      THE YEAR 2005.
7     MAXIMUM NUMBER OF STOCK OPTIONS AND       For       For        Management
      PERFORMANCE SHARES TO BE GRANTED TO
      MEMBERS OF THE EXECUTIVE BOARD FOR 2005.
8     AMENDMENT OF THE PENSION SCHEME IN THE    For       For        Management
      EXECUTIVE BOARD REMUNERATION POLICY.
9     REMUNERATION SUPERVISORY BOARD.           For       For        Management
10    AUTHORISATION TO ISSUE ORDINARY SHARES    For       For        Management
      WITH OR WITHOUT PREFERENTIAL RIGHTS.
11    AUTHORISATION TO ISSUE PREFERENCE B       For       For        Management
      SHARES WITH OR WITHOUT PREFERENTIAL
      RIGHTS.
12    AUTHORISATION TO ACQUIRE ORDINARY SHARES  For       For        Management
      OR DEPOSITARY RECEIPTS FOR ORDINARY
      SHARES IN THE COMPANY S OWN CAPITAL.
13    AUTHORISATION TO ACQUIRE 24,051,039       For       For        Management
      DEPOSITARY RECEIPTS FOR PREFERENCE A
      SHARES IN THE COMPANY S OWN CAPITAL.
14    AUTHORISATION TO ACQUIRE PREFERENCE A     For       For        Management
      SHARES OR DEPOSITARY RECEIPTS FOR
      PREFERENCE A SHARES IN THE COMPANY S OWN
      CAPITAL.
15    CANCELLATION OF PREFERENCE A SHARES       For       For        Management
      (DEPOSITARY RECEIPTS OF) WHICH ARE HELD
      BY ING GROEP N.V.
16    APPROVAL OF THE ENGLISH LANGUAGE AS THE   For       For        Management
      OFFICIAL LANGUAGE OF THE ANNUAL REPORT
      WITH EFFECT FROM THE 2006 REPORT.
17    APPROVAL OF THE USE OF THE ENGLISH        For       For        Management
      LANGUAGE AS THE OFFICIAL LANGUAGE AS OF
      THE 2007 SHAREHOLDERS  MEETING.


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

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   For        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


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

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  FEB 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mary S. Coleman            For       For        Management
1.2   Elect Director James G. Cullen            For       For        Management
1.3   Elect Director Robert J. Darretta         For       For        Management
1.4   Elect Director Michael M. E. Johns        For       For        Management
1.5   Elect Director Ann D. Jordan              For       For        Management
1.6   Elect Director Arnold G. Langbo           For       For        Management
1.7   Elect Director Susan L. Lindquist         For       For        Management
1.8   Elect Director Leo F. Mullin              For       For        Management
1.9   Elect Director Christine A. Poon          For       For        Management
1.10  Elect Director Charles Prince             For       For        Management
1.11  Elect Director Steven S. Reinemund        For       For        Management
1.12  Elect Director David Satcher              For       For        Management
1.13  Elect Director William C. Weldon          For       For        Management
2     Amend Articles to Remove Antitakeover     For       For        Management
      Provision
3     Ratify Auditors                           For       For        Management
4     Disclose Charitable Contributions         Against   Against    Shareholder
5     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

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   For        Shareholder
6     Remove Reference to Sexual Orientation    Against   Against    Shareholder
      from EEO Statement
7     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
8     Report on Lobbying Activities             Against   For        Shareholder
9     Report on Political Contributions         Against   For        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


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

LINCOLN NATIONAL CORP.

Ticker:       LNC            Security ID:  534187109
Meeting Date: JUN 9, 2006    Meeting Type: Annual
Record Date:  APR 18, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jon A. Boscia              For       For        Management
1.2   Elect Director George W. Henderson, III   For       For        Management
1.3   Elect Director Eric G. Johnson            For       For        Management
1.4   Elect Director M. Leanne Lachman          For       For        Management
1.5   Elect Director Isaiah Tidwell             For       For        Management
2     Ratify Auditors                           For       For        Management


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

LINCOLN NATIONAL CORP.

Ticker:       LNC            Security ID:  534187109
Meeting Date: MAR 20, 2006   Meeting Type: Special
Record Date:  FEB 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition
2     Adjourn Meeting                           For       For        Management


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

MATTEL, INC.

Ticker:       MAT            Security ID:  577081102
Meeting Date: MAY 11, 2006   Meeting Type: Annual
Record Date:  MAR 16, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Eugene P. Beard            For       For        Management
1.2   Elect Director Michael J. Dolan           For       For        Management
1.3   Elect Director Robert A. Eckert           For       For        Management
1.4   Elect Director Tully M. Friedman          For       For        Management
1.5   Elect Director Dominic Ng                 For       For        Management
1.6   Elect Director Andrea L. Rich             For       For        Management
1.7   Elect Director Ronald L. Sargent          For       Withhold   Management
1.8   Elect Director Christopher A. Sinclair    For       For        Management
1.9   Elect Director G. Craig Sullivan          For       For        Management
1.10  Elect Director John L. Vogelstein         For       For        Management
1.11  Elect Director Kathy Brittain White       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Separate Chairman and CEO Positions       Against   For        Shareholder
4     Report Progress on Improving Work and     Against   Against    Shareholder
      Living Conditions
5     Performance-Based                         Against   For        Shareholder


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

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       For        Management


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

MERCK & CO., INC.

Ticker:       MRK            Security ID:  589331107
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  FEB 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard T. Clark           For       For        Management
1.2   Elect Director Lawrence A. Bossidy        For       For        Management
1.3   Elect Director William G. Bowen, Ph.D.    For       For        Management
1.4   Elect Director Johnnetta B. Cole, Ph.D.   For       For        Management
1.5   Elect Director William B. Harrison, Jr.   For       For        Management
1.6   Elect Director William N. Kelley, M.D.    For       For        Management
1.7   Elect Director Rochelle B. Lazarus        For       For        Management
1.8   Elect Director Thomas E. Shenk, Ph.D.     For       For        Management
1.9   Elect Director Anne M. Tatlock            For       For        Management
1.10  Elect Director Samuel O. Thier, M.D.      For       For        Management
1.11  Elect Director Wendell P. Weeks           For       For        Management
1.12  Elect Director Peter C. Wendell           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
5     Limit Executive Compensation              Against   Against    Shareholder
6     Adopt Simple Majority Vote                Against   For        Shareholder
7     Adopt Animal Welfare Standards            Against   Against    Shareholder


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

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   For        Shareholder


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

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


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

NATIONAL FUEL GAS CO.

Ticker:       NFG            Security ID:  636180101
Meeting Date: FEB 16, 2006   Meeting Type: Annual
Record Date:  DEC 19, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director R. Don Cash               For       For        Management
1.2   Elect  Director George L. Mazanec         For       For        Management
1.3   Elect  Director John F. Riordan           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Non-Employee Director Compensation  Against   Against    Shareholder


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

NISOURCE INC.

Ticker:       NI             Security ID:  65473P105
Meeting Date: MAY 10, 2006   Meeting Type: Annual
Record Date:  MAR 14, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gary L. Neale              For       For        Management
1.2   Elect Director Robert J. Welsh            For       For        Management
1.3   Elect Director Roger A. Young             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

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.


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

NORTHERN TRUST CORP.

Ticker:       NTRS           Security ID:  665859104
Meeting Date: APR 18, 2006   Meeting Type: Annual
Record Date:  FEB 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Duane L. Burnham           For       For        Management
1.2   Elect Director Linda Walker Bynoe         For       For        Management
1.3   Elect Director Susan Crown                For       For        Management
1.4   Elect Director Dipak C. Jain              For       For        Management
1.5   Elect Director Arthur L. Kelly            For       For        Management
1.6   Elect Director Robert C. McCormack        For       For        Management
1.7   Elect Director Edward J. Mooney           For       For        Management
1.8   Elect Director William A. Osborn          For       For        Management
1.9   Elect Director John W. Rowe               For       For        Management
1.10  Elect Director Harold B. Smith            For       For        Management
1.11  Elect Director William D. Smithburg       For       For        Management
1.12  Elect Director Charles A. Tribbett, III   For       For        Management
1.13  Elect Director Frederick H. Waddell       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Eliminate Cumulative Voting               For       For        Management
4     Disclose Charitable Contributions         Against   Against    Shareholder


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

OLD REPUBLIC INTERNATIONAL CORP.

Ticker:       ORI            Security ID:  680223104
Meeting Date: MAY 26, 2006   Meeting Type: Annual
Record Date:  MAR 21, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Harrington Bischof         For       Withhold   Management
1.2   Elect Director Peter Lardner              For       Withhold   Management
1.3   Elect Director Charles F. Titterton       For       Withhold   Management
1.4   Elect Director Steven R. Walker           For       For        Management
2     Approve Omnibus Stock Plan                For       Against    Management


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

PARKER-HANNIFIN CORP.

Ticker:       PH             Security ID:  701094104
Meeting Date: OCT 26, 2005   Meeting Type: Annual
Record Date:  AUG 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William E. Kassling       For       For        Management
1.2   Elect  Director Peter W. Likins           For       For        Management
1.3   Elect  Director Joseph M. Scaminace       For       For        Management
1.4   Elect  Director Wolfgang R. Schmitt       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


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

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       For        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


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

PHELPS DODGE CORP.

Ticker:       PD             Security ID:  717265102
Meeting Date: MAY 26, 2006   Meeting Type: Annual
Record Date:  APR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles C. Krulak          For       For        Management
1.2   Elect Director Dustan E. McCoy            For       For        Management
1.3   Elect Director William J. Post            For       For        Management
1.4   Elect Director Martin H. Richenhagen      For       For        Management
1.5   Elect Director Jack E. Thompson           For       For        Management
2     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
3     Ratify Auditors                           For       For        Management


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

PITNEY BOWES INC.

Ticker:       PBI            Security ID:  724479100
Meeting Date: MAY 8, 2006    Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Anne Sutherland Fuchs      For       For        Management
1.2   Elect Director James H. Keyes             For       For        Management
1.3   Elect Director David L. Shedlarz          For       For        Management
1.4   Elect Director David B. Snow, Jr.         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Approve Qualified Employee Stock Purchase For       For        Management
      Plan


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

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


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

RAYTHEON CO.

Ticker:       RTN            Security ID:  755111507
Meeting Date: MAY 3, 2006    Meeting Type: Annual
Record Date:  MAR 9, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Barbara M. Barrett         For       For        Management
1.2   Elect Director Vernon E. Clark            For       For        Management
1.3   Elect Director Ferdinand                  For       For        Management
      Colloredo-Mansfeld
1.4   Elect Director John M. Deutch             For       For        Management
1.5   Elect Director Frederic M. Poses          For       For        Management
1.6   Elect Director Michael C. Ruettgers       For       For        Management
1.7   Elect Director Ronald L. Skates           For       For        Management
1.8   Elect Director William R. Spivey          For       For        Management
1.9   Elect Director Linda G. Stuntz            For       For        Management
1.10  Elect Director William H. Swanson         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   For        Shareholder
      of Directors
5     Provide for Cumulative Voting             Against   For        Shareholder
6     Submit Supplemental Executive Retirement  Against   For        Shareholder
      Plans to Shareholder vote
7     Separate Chairman and CEO Positions       Against   For        Shareholder


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

ROYAL DUTCH SHELL PLC

Ticker:       RDS            Security ID:  780259206
Meeting Date: MAY 16, 2006   Meeting Type: Annual
Record Date:  MAR 30, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ADOPTION OF ANNUAL REPORT AND ACCOUNTS    For       For        Management
2     APPROVAL OF REMUNERATION REPORT           For       For        Management
3.1   Elect  Director Jorma Ollila              For       For        Management
3.2   Elect  Director Nick Land                 For       For        Management
3.3   Elect  Director Lord Kerr                 For       For        Management
3.4   Elect  Director Jeroen Van Der Veer       For       For        Management
3.5   Elect  Director Rob Routs                 For       For        Management
3.6   Elect  Director Wim Kok                   For       For        Management
4     Ratify Auditors                           For       For        Management
5     REMUNERATION OF AUDITORS                  For       For        Management
6     AUTHORITY TO ALLOT SHARES                 For       For        Management
7     DISAPPLICATION OF PRE-EMPTION RIGHTS      For       For        Management
8     AUTHORITY TO PURCHASE OWN SHARES          For       For        Management
9     AUTHORITY FOR CERTAIN DONATIONS AND       For       For        Management
      EXPENDITURE
10    SHAREHOLDER RESOLUTION                    Against   Against    Shareholder


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

SARA LEE CORP.

Ticker:       SLE            Security ID:  803111103
Meeting Date: OCT 27, 2005   Meeting Type: Annual
Record Date:  SEP 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Brenda C. Barnes           For       For        Management
1.2   Elect Director J.T. Battenberg, III       For       For        Management
1.3   Elect Director Charles W. Coker           For       For        Management
1.4   Elect Director James S. Crown             For       For        Management
1.5   Elect Director Willie D. Davis            For       For        Management
1.6   Elect Director Laurette T. Koellner       For       For        Management
1.7   Elect Director Cornelis J.A. Van Lede     For       Withhold   Management
1.8   Elect Director Sir Ian Prosser            For       For        Management
1.9   Elect Director Rozanne L. Ridgway         For       For        Management
1.10  Elect Director Richard L. Thomas          For       For        Management
1.11  Elect Director Jonathan P. Ward           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
4     Adopt ILO Based Code of Conduct           Against   Against    Shareholder
5     Eliminate or Restrict Severance           Against   For        Shareholder
      Agreements (Change-in-Control)
6     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


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

SCANA CORPORATION

Ticker:       SCG            Security ID:  80589M102
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James A. Bennett           For       For        Management
1.2   Elect Director William C. Burkhardt       For       For        Management
1.3   Elect Director Lynne M. Miller            For       For        Management
1.4   Elect Director Maceo K. Sloan             For       For        Management
1.5   Elect Director Sharon A. Decker           For       For        Management
2     Ratify Auditors                           For       For        Management


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

SCHLUMBERGER LTD.

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 12, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J. Deutch                 For       For        Management
1.2   Elect  Director J.S. Gorelick             For       For        Management
1.3   Elect  Director A. Gould                  For       For        Management
1.4   Elect  Director T. Isaac                  For       For        Management
1.5   Elect  Director A. Lajous                 For       For        Management
1.6   Elect  Director A. Levy-Lang              For       For        Management
1.7   Elect  Director M.E. Marks                For       For        Management
1.8   Elect  Director D. Primat                 For       For        Management
1.9   Elect  Director T.I. Sandvold             For       For        Management
1.10  Elect  Director N. Seydoux                For       For        Management
1.11  Elect  Director L.G. Stuntz               For       For        Management
1.12  Elect  Director R. Talwar                 For       For        Management
2     ADOPTION AND APPROVAL OF FINANCIALS AND   For       For        Management
      DIVIDENDS
3     ADOPTION OF AMENDMENT TO THE ARTICLES OF  For       For        Management
      INCORPORATION
4     APPROVAL OF AMENDMENT AND RESTATEMENT OF  For       For        Management
      THE SCHLUMBERGER 2005 STOCK OPTION PLAN
5     APPROVAL OF INDEPENDENT REGISTERED PUBLIC For       For        Management
      ACCOUNTING FIRM


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

SONOCO PRODUCTS CO.

Ticker:       SON            Security ID:  835495102
Meeting Date: APR 19, 2006   Meeting Type: Annual
Record Date:  FEB 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director H.E. Deloach, Jr.          For       For        Management
1.2   Elect Director E.H. Lawton, III           For       For        Management
1.3   Elect Director J.M. Micali                For       For        Management
1.4   Elect Director P.L. Davies                For       For        Management
1.5   Elect Director J.E. Linville              For       For        Management
1.6   Elect Director M.D. Oken                  For       For        Management


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

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       For        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   For        Shareholder


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

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       Withhold   Management
1.2   Elect Director Alston D. Correll          For       For        Management
1.3   Elect Director David H. Hughes            For       For        Management
1.4   Elect Director E. Neville Isdell          For       For        Management
1.5   Elect Director G. Gilmer Minor, III       For       For        Management
1.6   Elect Director Thomas M. Garrott          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder


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

TEXTRON INC.

Ticker:       TXT            Security ID:  883203101
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  MAR 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lewis B. Campbell          For       For        Management
1.2   Elect Director Lawrence K. Fish           For       For        Management
1.3   Elect Director Joe T. Ford                For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Depleted Uranium Weapons        Against   Against    Shareholder
      Components
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

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   For        Shareholder


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

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       Withhold   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   Against    Shareholder
      on Board
6     Company-Specific-Directors on Common      Against   Against    Shareholder
      Boards
7     Separate Chairman and CEO Positions       Against   For        Shareholder
8     Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards
9     Report on Political Contributions         Against   For        Shareholder


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

VF CORP.

Ticker:       VFC            Security ID:  918204108
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  MAR 7, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert J. Hurst            For       For        Management
1.2   Elect Director W. Alan McCollough         For       For        Management
1.3   Elect Director M. Rust Sharp              For       For        Management
1.4   Elect Director Raymond G. Viault          For       For        Management
2     Ratify Auditors                           For       For        Management


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

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


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

WASHINGTON MUTUAL, INC

Ticker:       WM             Security ID:  939322103
Meeting Date: APR 18, 2006   Meeting Type: Annual
Record Date:  FEB 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Kerry K. Killinger         For       For        Management
1.2   Elect Director Thomas C. Leppert          For       For        Management
1.3   Elect Director Charles M. Lillis          For       For        Management
1.4   Elect Director Michael K. Murphy          For       For        Management
1.5   Elect Director Orin C. Smith              For       For        Management
1.6   Elect Director Regina Montoya             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Declassify the Board of Directors         For       For        Management
6     Report on Political Contributions         Against   For        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   For        Shareholder
5     Compensation- Director Compensation       Against   Against    Shareholder
6     Report on Discrimination in Lending       Against   Against    Shareholder


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

WEYERHAEUSER CO.

Ticker:       WY             Security ID:  962166104
Meeting Date: APR 20, 2006   Meeting Type: Annual
Record Date:  FEB 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard F. Haskayne        For       For        Management
1.2   Elect Director Donald F. Mazankowski      For       For        Management
1.3   Elect Director Nicole W. Piasecki         For       For        Management
2     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
3     Adopt Simple Majority Vote Requirement    Against   For        Shareholder
4     Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards
5     Report on Feasibility of Earning Forest   Against   Against    Shareholder
      Stewardship Council Certification
6     Separate Chairman and CEO Positions       Against   For        Shareholder
7     Ratify Auditors                           For       For        Management


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

WHIRLPOOL CORP.

Ticker:       WHR            Security ID:  963320106
Meeting Date: APR 18, 2006   Meeting Type: Annual
Record Date:  MAR 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gary T. DiCamillo          For       For        Management
1.2   Elect Director Kathleen J. Hempel         For       For        Management
1.3   Elect Director Arnold G. Langbo           For       For        Management
1.4   Elect Director David L. Swift             For       For        Management
1.5   Elect Director Michael A. Todman          For       For        Management


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

WILLIS GROUP HOLDINGS LTD

Ticker:       WSH            Security ID:  G96655108
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  FEB 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gordon M. Bethune         For       For        Management
1.2   Elect  Director William W. Bradley        For       For        Management
1.3   Elect  Director Joseph A. Califano, Jr.   For       For        Management
1.4   Elect  Director Eric G. Friberg           For       For        Management
1.5   Elect  Director Sir Roy Gardner           For       For        Management
1.6   Elect  Director Perry Golkin              For       For        Management
1.7   Elect  Director Sir Jeremy Hanley         For       For        Management
1.8   Elect  Director Paul M. Hazen             For       For        Management
1.9   Elect  Director Wendy E. Lane             For       For        Management
1.10  Elect  Director James F. Mccann           For       For        Management
1.11  Elect  Director Joseph J. Plumeri         For       For        Management
1.12  Elect  Director Douglas B. Roberts        For       For        Management
2     Ratify Auditors                           For       For        Management


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

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   For        Shareholder
5     Report on Political Contributions         Against   For        Shareholder
6     Report on Animal welfare Policy           Against   For        Shareholder
7     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
8     Separate Chairman and CEO Positions       Against   For        Shareholder
9     Adopt Simple Majority Vote Requirement    Against   For        Shareholder


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

XCEL ENERGY INC.

Ticker:       XEL            Security ID:  98389B100
Meeting Date: MAY 17, 2006   Meeting Type: Annual
Record Date:  MAR 21, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director C. Coney Burgess           For       For        Management
1.2   Elect Director Fredric W. Corrigan        For       For        Management
1.3   Elect Director Richard K. Davis           For       For        Management
1.4   Elect Director Roger R. Hemminghaus       For       For        Management
1.5   Elect Director A. Barry Hirschfeld        For       For        Management
1.6   Elect Director Richard C. Kelly           For       For        Management
1.7   Elect Director Douglas W. Leatherdale     For       For        Management
1.8   Elect Director Albert F. Moreno           For       For        Management
1.9   Elect Director Dr. Margaret R. Preska     For       For        Management
1.10  Elect Director A. Patricia Sampson        For       For        Management
1.11  Elect Director Richard H. Truly           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Separate Chairman and CEO Positions       Against   For        Shareholder



=========================== BB&T MID CAP GROWTH VIF ============================


ADVANCE AUTO PARTS INC

Ticker:       AAP            Security ID:  00751Y106
Meeting Date: MAY 17, 2006   Meeting Type: Annual
Record Date:  MAR 29, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John C. Brouillard         For       For        Management
1.2   Elect Director Lawrence P. Castellani     For       For        Management
1.3   Elect Director Michael N. Coppola         For       For        Management
1.4   Elect Director Darren R. Jackson          For       For        Management
1.5   Elect Director Nicholas J. LaHowchic      For       For        Management
1.6   Elect Director William S. Oglesby         For       For        Management
1.7   Elect Director Gilbert T. Ray             For       For        Management
1.8   Elect Director Carlos A. Saladrigas       For       For        Management
1.9   Elect Director William L. Salter          For       For        Management
1.10  Elect Director Francesca M. Spinelli      For       For        Management
2     Ratify Auditors                           For       For        Management


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

ADVANCED MICRO DEVICES, INC.

Ticker:       AMD            Security ID:  007903107
Meeting Date: MAY 5, 2006    Meeting Type: Annual
Record Date:  MAR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Hector de J. Ruiz          For       For        Management
1.2   Elect Director W. Michael Barnes          For       For        Management
1.3   Elect Director Bruce L. Claflin           For       For        Management
1.4   Elect Director H. Paulett Eberhart        For       For        Management
1.5   Elect Director Robert B. Palmer           For       For        Management
1.6   Elect Director Leonard M. Silverman       For       For        Management
1.7   Elect Director Morton L. Topfer           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
5     Approve Executive Incentive Bonus Plan    For       For        Management


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

AETNA INC.

Ticker:       AET            Security ID:  00817Y108
Meeting Date: APR 28, 2006   Meeting Type: Annual
Record Date:  FEB 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Betsy Z. Cohen             For       For        Management
1.2   Elect Director Molly J. Coye, M.D.        For       For        Management
1.3   Elect Director Barbara H. Franklin        For       For        Management
1.4   Elect Director Jeffrey E. Garten          For       For        Management
1.5   Elect Director Earl G. Graves             For       For        Management
1.6   Elect Director Gerald Greenwald           For       For        Management
1.7   Elect Director Ellen M. Hancock           For       For        Management
1.8   Elect Director Michael H. Jordan          For       For        Management
1.9   Elect Director Edward J. Ludwig           For       For        Management
1.10  Elect Director Joseph P. Newhouse         For       For        Management
1.11  Elect Director John W. Rowe, M.D.         For       For        Management
1.12  Elect Director Ronald A. Williams         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
4     Provide for Cumulative Voting             Against   Against    Shareholder


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

AFFILIATED MANAGERS GROUP, INC.

Ticker:       AMG            Security ID:  008252108
Meeting Date: MAY 31, 2006   Meeting Type: Annual
Record Date:  APR 19, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard E. Floor           For       For        Management
1.2   Elect Director Sean M. Healey             For       For        Management
1.3   Elect Director Harold J. Meyerman         For       For        Management
1.4   Elect Director William J. Nutt            For       For        Management
1.5   Elect Director Rita M. Rodriguez          For       For        Management
1.6   Elect Director Patrick T. Ryan            For       For        Management
1.7   Elect Director Jide J. Zeitlin            For       For        Management
2     Approve Stock Option Plan                 For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Ratify Auditors                           For       For        Management


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

AMERICAN TOWER CORP.

Ticker:       AMT            Security ID:  029912201
Meeting Date: AUG 3, 2005    Meeting Type: Special
Record Date:  JUN 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition
2     Authorize Share Increase                  For       For        Management
3     Adjourn Meeting                           For       For        Management


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

AMERICAN TOWER CORP.

Ticker:       AMT            Security ID:  029912201
Meeting Date: MAY 11, 2006   Meeting Type: Annual
Record Date:  MAR 23, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Raymond P. Dolan           For       For        Management
1.2   Elect Director Carolyn F. Katz            For       For        Management
1.3   Elect Director Gustavo Lara Cantu         For       For        Management
1.4   Elect Director Fred R. Lummis             For       For        Management
1.5   Elect Director Pamela D.A. Reeve          For       For        Management
1.6   Elect Director James D. Taiclet, Jr.      For       For        Management
1.7   Elect Director Samme L. Thompson          For       For        Management
2     Ratify Auditors                           For       For        Management


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

AMPHENOL CORP.

Ticker:       APH            Security ID:  032095101
Meeting Date: MAY 24, 2006   Meeting Type: Annual
Record Date:  MAR 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Edward G. Jepsen           For       For        Management
1.2   Elect Director John R. Lord               For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Stock Option Plan                   For       For        Management


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

ARCH COAL, INC.

Ticker:       ACI            Security ID:  039380100
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frank M. Burke             For       For        Management
1.2   Elect Director John W. Eaves              For       For        Management
1.3   Elect Director Patricia F. Godley         For       For        Management
1.4   Elect Director Thomas A. Lockhart         For       For        Management
1.5   Elect Director Wesley M. Taylor           For       For        Management
2     Increase Authorized Common Stock          For       For        Management


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

AUTODESK, INC.

Ticker:       ADSK           Security ID:  052769106
Meeting Date: NOV 10, 2005   Meeting Type: Special
Record Date:  SEP 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Stock Option Plan                 For       For        Management
2     Amend Non-Employee Director Omnibus Stock For       For        Management
      Plan


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

BB&T MUTUAL FUNDS

Ticker:                      Security ID:  05527Q402
Meeting Date: NOV 11, 2005   Meeting Type: Special
Record Date:  SEP 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Change of Fundamental Investment  For       For        Management
      Policy
2     Other Business                            For       Against    Management


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

BROADCOM CORP.

Ticker:       BRCM           Security ID:  111320107
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  FEB 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director George L. Farinsky         For       For        Management
1.2   Elect Director Maureen E. Grzelakowski    For       For        Management
1.3   Elect Director Nancy H. Handel            For       For        Management
1.4   Elect Director John Major                 For       For        Management
1.5   Elect Director Scott A. McGregor          For       For        Management
1.6   Elect Director Alan E. Ross               For       For        Management
1.7   Elect Director Henry Samueli              For       For        Management
1.8   Elect Director Robert E. Switz            For       For        Management
1.9   Elect Director Werner F. Wolfen           For       For        Management
2     Amend Articles/Bylaws/Charter-Non-Routine For       For        Management
3     Establish Range For Board Size            For       For        Management
4     Amend Non-Employee Director Omnibus Stock For       Against    Management
      Plan
5     Ratify Auditors                           For       For        Management


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

CAMECO CORP.

Ticker:       CCO.           Security ID:  13321L108
Meeting Date: MAY 4, 2006    Meeting Type: Annual/Special
Record Date:  MAR 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John S. Auston            For       For        Management
1.2   Elect  Director John H. Clappison         For       For        Management
1.3   Elect  Director Joe F. Colvin             For       For        Management
1.4   Elect  Director Harry D. Cook             For       For        Management
1.5   Elect  Director James R. Curtiss          For       For        Management
1.6   Elect  Director George S. Dembroski       For       For        Management
1.7   Elect  Director Gerald W. Grandey         For       For        Management
1.8   Elect  Director Nancy E. Hopkins          For       For        Management
1.9   Elect  Director Oyvind Hushovd            For       For        Management
1.10  Elect  Director J.W. George Ivany         For       For        Management
1.11  Elect  Director A. Neil McMillan          For       For        Management
1.12  Elect  Director Robert W. Peterson        For       For        Management
1.13  Elect  Director Victor J. Zaleschuk       For       For        Management
2     Ratify KPMG LLP as Auditors               For       For        Management
3     Amend Stock Option Plan                   For       For        Management
4     The Undersigned Holder of Record of       None      Abstain    Management
      Shares Declares that all Shares are Held,
      Beneficially owned or Controlled by One
      or More Canadian Residents (Residents
      mark the FOR Box; One or more
      Non-Residents mark the ABSTAIN box)
5     If you are unable to complete Item #4     None      Abstain    Management
      then please complete this item. The
      Undersigned Holder of Shares Declares
      that the Undersigned is a Canadian
      Resident (Residents mark the FOR Box;
      Non-Residents mark the ABSTAIN Box)


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

CAMERON INTERNATIONAL CORP

Ticker:       CAM            Security ID:  216640102
Meeting Date: MAY 5, 2006    Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Nathan M. Avery            For       For        Management
1.2   Elect Director C. Baker Cunningham        For       For        Management
1.3   Elect Director Sheldon R. Erikson         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Change Company Name                       For       For        Management
4     Amend Omnibus Stock Plan                  For       Against    Management


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

CAREMARK RX, INC.

Ticker:       CMX            Security ID:  141705103
Meeting Date: MAY 10, 2006   Meeting Type: Annual
Record Date:  MAR 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director C. David Brown, II         For       For        Management
1.2   Elect Director Harris Diamond             For       For        Management
1.3   Elect Director C.A. Lance Piccolo         For       For        Management
1.4   Elect Director Michael D. Ware            For       For        Management
2     Report Policies For Political             Against   For        Shareholder
      Contributions


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

CARTER'S, INC.

Ticker:       CRI            Security ID:  146229109
Meeting Date: MAY 11, 2006   Meeting Type: Annual
Record Date:  MAR 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Paul Fulton                For       For        Management
1.2   Elect Director John R. Welch              For       For        Management
1.3   Elect Director Thomas Whiddon             For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Approve/Amend Executive Incentive Bonus   For       For        Management
      Plan


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

CELGENE CORP.

Ticker:       CELG           Security ID:  151020104
Meeting Date: FEB 16, 2006   Meeting Type: Special
Record Date:  JAN 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Increase Authorized Common Stock          For       For        Management


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

CELGENE CORP.

Ticker:       CELG           Security ID:  151020104
Meeting Date: JUN 14, 2006   Meeting Type: Annual
Record Date:  APR 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John W. Jackson            For       For        Management
1.2   Elect Director Sol J. Barer, Ph.D.        For       For        Management
1.3   Elect Director Robert J. Hugin            For       For        Management
1.4   Elect Director Jack L. Bowman             For       For        Management
1.5   Elect Director Michael D. Casey           For       For        Management
1.6   Elect Director Rodman L. Drake            For       For        Management
1.7   Elect Director A. Hull Hayes, Jr., Md     For       For        Management
1.8   Elect Director Gilla Kaplan, Ph.D.        For       For        Management
1.9   Elect Director Richard C.E. Morgan        For       For        Management
1.10  Elect Director Walter L. Robb, Ph.D.      For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

CHICAGO MERCANTILE EXCHANGE HOLDINGS, INC.

Ticker:       CME            Security ID:  167760107
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dennis H. Chookaszian      For       For        Management
1.2   Elect Director Martin J. Gepsman          For       For        Management
1.3   Elect Director Elizabeth Harrington       For       For        Management
1.4   Elect Director Leo Melamed                For       For        Management
1.5   Elect Director Alex J. Pollock            For       For        Management
1.6   Elect Director Myron S. Scholes           For       For        Management
1.7   Elect Director William R. Shepard         For       For        Management
2     Ratify Auditors                           For       For        Management


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

CHICOS FAS INC.

Ticker:       CHS            Security ID:  168615102
Meeting Date: JUN 20, 2006   Meeting Type: Annual
Record Date:  APR 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Scott A. Edmonds           For       For        Management
1.2   Elect Director Charles J. Kleman          For       For        Management
1.3   Elect Director Ross E. Roeder             For       For        Management
1.4   Elect Director Michael A. Weiss           For       For        Management
2     Ratify Auditors                           For       For        Management


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

CIRCUIT CITY STORES, INC.

Ticker:       CC             Security ID:  172737108
Meeting Date: JUN 27, 2006   Meeting Type: Annual
Record Date:  APR 21, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ronald M. Brill            For       For        Management
1.2   Elect Director Michael E. Foss            For       For        Management
1.3   Elect Director Mikael Salovaara           For       For        Management
1.4   Elect Director Philip J. Schoonover       For       For        Management
1.5   Elect Director Barbara S. Feigin          For       For        Management
2     Ratify Auditors                           For       For        Management


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

CNET NETWORKS, INC.

Ticker:       CNET           Security ID:  12613R104
Meeting Date: MAY 24, 2006   Meeting Type: Annual
Record Date:  MAR 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Shelby W. Bonnie           For       For        Management
1.2   Elect Director Eric Robison               For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management


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

COACH, INC.

Ticker:       COH            Security ID:  189754104
Meeting Date: NOV 2, 2005    Meeting Type: Annual
Record Date:  SEP 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joseph Ellis               For       For        Management
1.2   Elect Director Lew Frankfort              For       For        Management
1.3   Elect Director Gary Loveman               For       For        Management
1.4   Elect Director Ivan Menezes               For       For        Management
1.5   Elect Director Irene Miller               For       For        Management
1.6   Elect Director Keith Monda                For       For        Management
1.7   Elect Director Michael Murphy             For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management


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

COGNIZANT TECHNOLOGY SOLUTIONS CORP.

Ticker:       CTSH           Security ID:  192446102
Meeting Date: JUN 13, 2006   Meeting Type: Annual
Record Date:  APR 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Venetia Kontogouris        For       For        Management
1.2   Elect Director Thomas M. Wendel           For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Ratify Auditors                           For       For        Management


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

COVANCE INC.

Ticker:       CVD            Security ID:  222816100
Meeting Date: MAY 10, 2006   Meeting Type: Annual
Record Date:  MAR 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert Barchi              For       For        Management
1.2   Elect Director Sandra L. Helton           For       For        Management


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

COVENTRY HEALTH CARE INC.

Ticker:       CVH            Security ID:  222862104
Meeting Date: MAY 18, 2006   Meeting Type: Annual
Record Date:  MAR 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John H. Austin             For       For        Management
1.2   Elect Director Daniel N. Mendelson        For       For        Management
1.3   Elect Director Rodman W. Moorhead, III    For       For        Management
1.4   Elect Director Timothy T. Weglicki        For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Amend Articles/Bylaws/Charter-Non-Routine For       For        Management
4     Authorize Board to Fill Vacancies         For       For        Management
5     Amend Omnibus Stock Plan                  For       For        Management
6     Ratify Auditors                           For       For        Management


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

FLORIDA ROCK INDUSTRIES, INC.

Ticker:       FRK            Security ID:  341140101
Meeting Date: FEB 1, 2006    Meeting Type: Annual
Record Date:  DEC 13, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John A. Delaney            For       For        Management
1.2   Elect Director William P. Foley, II       For       For        Management
1.3   Elect Director Robert P. Crozer           For       For        Management
1.4   Elect Director Edward L. Baker            For       For        Management
1.5   Elect Director J. Dix Druce, Jr.          For       For        Management
1.6   Elect Director John D. Milton, Jr.        For       For        Management
1.7   Elect Director William H. Walton, III     For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Increase Authorized Common Stock          For       For        Management


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

FOUNDRY NETWORKS, INC.

Ticker:       FDRY           Security ID:  35063R100
Meeting Date: JUN 16, 2006   Meeting Type: Annual
Record Date:  APR 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Bobby R. Johnson, Jr.      For       For        Management
1.2   Elect Director Alfred J. Amoroso          For       For        Management
1.3   Elect Director C. Nicholas Keating, Jr.   For       For        Management
1.4   Elect Director J. Steven Young            For       For        Management
1.5   Elect Director Alan L. Earhart            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

GAMESTOP CORP.

Ticker:       GME            Security ID:  36467W109
Meeting Date: JUN 27, 2006   Meeting Type: Annual
Record Date:  MAY 5, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Daniel A. Dematteo         For       For        Management
1.2   Elect Director Michael N. Rosen           For       For        Management
1.3   Elect Director Edward A. Volkwein         For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Ratify Auditors                           For       For        Management


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

GENZYME CORP.

Ticker:       GENZ           Security ID:  372917104
Meeting Date: MAY 25, 2006   Meeting Type: Annual
Record Date:  MAR 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Victor J. Dzau, M.D.       For       For        Management
1.2   Elect Director Connie Mack, III           For       For        Management
1.3   Elect Director Henri A. Termeer           For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
4     Declassify the Board of Directors         For       For        Management
5     Ratify Auditors                           For       For        Management
6     Submit Severance Agreement (Change in     Against   For        Shareholder
      Control) to shareholder Vote


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

GETTY IMAGES, INC.

Ticker:       GYI            Security ID:  374276103
Meeting Date: MAY 2, 2006    Meeting Type: Annual
Record Date:  MAR 2, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jonathan D. Klein          For       For        Management
1.2   Elect Director Michael A. Stein           For       For        Management
2     Ratify Auditors                           For       For        Management


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

GRANT PRIDECO INC

Ticker:       GRP            Security ID:  38821G101
Meeting Date: MAY 10, 2006   Meeting Type: Annual
Record Date:  MAR 21, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David J. Butters           For       For        Management
1.2   Elect Director Eliot M. Fried             For       For        Management
1.3   Elect Director Dennis R. Hendrix          For       For        Management
1.4   Elect Director Harold E. Layman           For       For        Management
1.5   Elect Director Sheldon B. Lubar           For       For        Management
1.6   Elect Director Michael McShane            For       For        Management
1.7   Elect Director Robert K. Moses, Jr.       For       For        Management
1.8   Elect Director Joseph E. Reid             For       For        Management
1.9   Elect Director David A. Trice             For       Withhold   Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management


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

HARMAN INTERNATIONAL INDUSTRIES, INC.

Ticker:       HAR            Security ID:  413086109
Meeting Date: NOV 2, 2005    Meeting Type: Annual
Record Date:  SEP 8, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Sidney Harman              For       For        Management
1.2   Elect Director Shirley M. Hufstedler      For       For        Management


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

HARRIS CORP.

Ticker:       HRS            Security ID:  413875105
Meeting Date: OCT 28, 2005   Meeting Type: Annual
Record Date:  AUG 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lewis Hay, III            For       For        Management
1.2   Elect  Director Karen Katen               For       For        Management
1.3   Elect  Director Stephen P. Kaufman        For       For        Management
1.4   Elect  Director Hansel E. Tookes, II      For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve/Amend Executive Incentive Bonus   For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management


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

HELIX ENERGY SOLUTIONS INC

Ticker:       HLX            Security ID:  42330P107
Meeting Date: MAY 8, 2006    Meeting Type: Annual
Record Date:  MAR 21, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director T. William Porter, III     For       For        Management
1.2   Elect Director William L. Transier        For       For        Management


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

HOST HOTELS & RESORTS INC.

Ticker:       HST            Security ID:  44107P104
Meeting Date: MAY 18, 2006   Meeting Type: Annual
Record Date:  MAR 29, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert M. Baylis           For       For        Management
1.2   Elect Director Terence C. Golden          For       Withhold   Management
1.3   Elect Director Ann M. Korologos           For       For        Management
1.4   Elect Director Richard E. Marriott        For       For        Management
1.5   Elect Director Judith A. Mchale           For       For        Management
1.6   Elect Director John B. Morse, Jr.         For       For        Management
1.7   Elect Director Christopher J. Nassetta    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  For       For        Shareholder
      of Directors


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

HUMANA INC.

Ticker:       HUM            Security ID:  444859102
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  MAR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David A. Jones, Jr.        For       For        Management
1.2   Elect Director Frank A. D' Amelio         For       For        Management
1.3   Elect Director W. Roy Dunbar              For       For        Management
1.4   Elect Director Kurt J. Hilzinger          For       For        Management
1.5   Elect Director Michael B. McCallister     For       For        Management
1.6   Elect Director James J. O'Brien           For       For        Management
1.7   Elect Director W. Ann Reynolds            For       For        Management
1.8   Elect Director James O. Robbins           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

INTERNATIONAL RECTIFIER CORP.

Ticker:       IRF            Security ID:  460254105
Meeting Date: NOV 21, 2005   Meeting Type: Annual
Record Date:  SEP 21, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alexander Lidow           For       For        Management
1.2   Elect  Director Rochus E. Vogt            For       For        Management
2     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


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

INTERSIL CORPORATION

Ticker:       ISIL           Security ID:  46069S109
Meeting Date: MAY 10, 2006   Meeting Type: Annual
Record Date:  MAR 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard M. Beyer           For       For        Management
1.2   Elect Director Dr. Robert W. Conn         For       For        Management
1.3   Elect Director James V. Diller            For       For        Management
1.4   Elect Director Gary E. Gist               For       For        Management
1.5   Elect Director Mercedes Johnson           For       For        Management
1.6   Elect Director Gregory Lang               For       For        Management
1.7   Elect Director Jan Peeters                For       For        Management
1.8   Elect Director Robert N. Pokelwaldt       For       For        Management
1.9   Elect Director James A. Urry              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

JABIL CIRCUIT, INC.

Ticker:       JBL            Security ID:  466313103
Meeting Date: JAN 19, 2006   Meeting Type: Annual
Record Date:  NOV 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Laurence S. Grafstein     For       For        Management
1.2   Elect  Director Mel S. Lavitt             For       For        Management
1.3   Elect  Director Timothy L. Main           For       For        Management
1.4   Elect  Director William D. Morean         For       For        Management
1.5   Elect  Director Lawrence J. Murphy        For       For        Management
1.6   Elect  Director Frank A. Newman           For       Withhold   Management
1.7   Elect  Director Steven A. Raymund         For       For        Management
1.8   Elect  Director Thomas A. Sansone         For       For        Management
1.9   Elect  Director Kathleen A. Walters       For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
5     Ratify Auditors                           For       For        Management
6     Other Business                            For       Against    Management


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

JANUS CAPITAL GROUP INC.

Ticker:       JNS            Security ID:  47102X105
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  FEB 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael D. Bills           For       For        Management
1.2   Elect Director Landon H. Rowland          For       For        Management
1.3   Elect Director Steven L. Scheid           For       For        Management
2     Ratify Auditors                           For       For        Management


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

JOY GLOBAL, INC.

Ticker:       JOYG           Security ID:  481165108
Meeting Date: FEB 23, 2006   Meeting Type: Annual
Record Date:  JAN 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Steven L. Gerard          For       Withhold   Management
1.2   Elect  Director John Nils Hanson          For       For        Management
1.3   Elect  Director Ken C. Johnsen            For       For        Management
1.4   Elect  Director James R. Klauser          For       For        Management
1.5   Elect  Director Richard B. Loynd          For       For        Management
1.6   Elect  Director P. Eric Siegert           For       For        Management
1.7   Elect  Director James H. Tate             For       For        Management


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

LAM RESEARCH CORP.

Ticker:       LRCX           Security ID:  512807108
Meeting Date: NOV 3, 2005    Meeting Type: Annual
Record Date:  SEP 9, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James W. Bagley            For       For        Management
1.2   Elect Director David G. Arscott           For       For        Management
1.3   Elect Director Robert M. Berdahl          For       For        Management
1.4   Elect Director Richard J. Elkus, Jr.      For       For        Management
1.5   Elect Director Jack R. Harris             For       For        Management
1.6   Elect Director Grant M. Inman             For       For        Management
1.7   Elect Director Stephen G. Newberry        For       For        Management
1.8   Elect Director Seiichi Watanabe           For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Ratify Auditors                           For       For        Management


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

LEGG MASON, INC.

Ticker:       LM             Security ID:  524901105
Meeting Date: JUL 19, 2005   Meeting Type: Annual
Record Date:  MAY 20, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dennis R. Beresford       For       For        Management
1.2   Elect  Director Edward I. O'Brien         For       For        Management
1.3   Elect  Director Roger W. Schipke          For       For        Management
1.4   Elect  Director Nicholas J. St. George    For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Approve Non-Employee Director Omnibus     For       Against    Management
      Stock Plan


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

MARVELL TECHNOLOGY GROUP LTD

Ticker:       MRVL           Security ID:  G5876H105
Meeting Date: JUN 9, 2006    Meeting Type: Annual
Record Date:  APR 12, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Sehat Sutardja, Ph.D.     For       Withhold   Management
1.2   Elect  Director Weili Dai                 For       Withhold   Management
1.3   Elect  Director Pantas Sutardja, Ph.D.    For       For        Management
1.4   Elect  Director Arturo Krueger            For       For        Management
2     TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP  For       For        Management
      AS THE COMPANY S INDEPENDENT REGISTERED
      PUBLIC ACCOUNTING FIRM AND TO AUTHORIZE
      THE AUDIT COMMITTEE TO FIX THEIR
      REMUNERATION FOR THE 2007 FISCAL YEAR
      ENDING JANUARY 27, 2007.
3     TO APPROVE AN INCREASE TO THE COMPANY S   For       For        Management
      AUTHORIZED SHARE CAPITAL.
4     TO APPROVE AN AMENDMENT TO THE COMPANY S  For       Against    Management
      SECOND AMENDED AND RESTATED BYE-LAWS TO
      AMEND THE PROVISION RELATED TO
      INDEMNIFICATION OF DIRECTORS AND
      OFFICERS.


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

MONSTER WORLDWIDE, INC.

Ticker:       MNST           Security ID:  611742107
Meeting Date: JUN 7, 2006    Meeting Type: Annual
Record Date:  APR 25, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Andrew J. McKelvey         For       For        Management
1.2   Elect Director George R. Eisele           For       For        Management
1.3   Elect Director John Gaulding              For       For        Management
1.4   Elect Director Michael Kaufman            For       For        Management
1.5   Elect Director Ronald J. Kramer           For       For        Management
1.6   Elect Director David A. Stein             For       For        Management
1.7   Elect Director John Swann                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Board Diversity                 None      Against    Shareholder


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

NASDAQ STOCK MARKET, INC, THE

Ticker:       NDAQ           Security ID:  631103108
Meeting Date: MAY 23, 2006   Meeting Type: Annual
Record Date:  APR 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael Casey              For       For        Management
1.2   Elect Director Daniel Coleman             For       For        Management
1.3   Elect Director Jeffrey N. Edwards         For       For        Management
1.4   Elect Director Lon Gorman                 For       For        Management
1.5   Elect Director Patrick J. Healy           For       For        Management
1.6   Elect Director Merit E. Janow             For       For        Management
1.7   Elect Director John D. Markese            For       For        Management
1.8   Elect Director Thomas F. O'Neill          For       For        Management
1.9   Elect Director James S. Riepe             For       For        Management
1.10  Elect Director Thomas G. Stemberg         For       For        Management
1.11  Elect Director Deborah L. Wince-Smith     For       For        Management
2     Ratify Auditors                           For       For        Management


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

NATIONAL OILWELL VARCO INC.

Ticker:       NOV            Security ID:  637071101
Meeting Date: JUL 22, 2005   Meeting Type: Annual
Record Date:  JUN 8, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert E. Beauchamp       For       For        Management
1.2   Elect  Director Jeffery A. Smisek         For       For        Management
1.3   Elect  Director James D. Woods            For       For        Management
2     Ratify Auditors                           For       For        Management


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

NII HOLDINGS, INC.

Ticker:       NIHD           Security ID:  62913F201
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  MAR 21, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Carolyn Katz               For       For        Management
1.2   Elect Director Donald E. Morgan           For       For        Management
1.3   Elect Director George A. Cope             For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management
4     Adjourn Meeting                           For       Against    Management


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

OMNICARE, INC.

Ticker:       OCR            Security ID:  681904108
Meeting Date: MAY 16, 2006   Meeting Type: Annual
Record Date:  MAR 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Edward L. Hutton           For       For        Management
1.2   Elect Director Joel F. Gemunder           For       For        Management
1.3   Elect Director John T. Crotty             For       For        Management
1.4   Elect Director Charles H. Erhart, Jr.     For       For        Management
1.5   Elect Director Sandra E. Laney            For       For        Management
1.6   Elect Director Andrea R. Lindell, Dnsc    For       For        Management
1.7   Elect Director John H. Timoney            For       For        Management
1.8   Elect Director Amy Wallman                For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Ratify Auditors                           For       For        Management


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

OPTIONSXPRESS HOLDINGS, INC.

Ticker:       OXPS           Security ID:  684010101
Meeting Date: MAY 24, 2006   Meeting Type: Annual
Record Date:  APR 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Bruce Evans                For       For        Management
2     Ratify Auditors                           For       For        Management


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

PEABODY ENERGY CORP.

Ticker:       BTU            Security ID:  704549104
Meeting Date: MAY 5, 2006    Meeting Type: Annual
Record Date:  MAR 15, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gregory H. Boyce           For       Withhold   Management
1.2   Elect Director William E. James           For       Withhold   Management
1.3   Elect Director Robert B. Karn, III        For       Withhold   Management
1.4   Elect Director Henry E. Lentz             For       Withhold   Management
1.5   Elect Director Blanche M. Touhill, Ph.D.  For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Establish Other Board Committee           Against   For        Shareholder
5     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
6     Declassify the Board of Directors         Against   For        Shareholder
7     Report on Water Pollution Policy          Against   Against    Shareholder


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

PHELPS DODGE CORP.

Ticker:       PD             Security ID:  717265102
Meeting Date: MAY 26, 2006   Meeting Type: Annual
Record Date:  APR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles C. Krulak          For       For        Management
1.2   Elect Director Dustan E. McCoy            For       For        Management
1.3   Elect Director William J. Post            For       For        Management
1.4   Elect Director Martin H. Richenhagen      For       For        Management
1.5   Elect Director Jack E. Thompson           For       For        Management
2     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
3     Ratify Auditors                           For       For        Management


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

PMC-SIERRA, INC.

Ticker:       PMCS           Security ID:  69344F106
Meeting Date: JUN 1, 2006    Meeting Type: Annual
Record Date:  APR 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert Bailey              For       For        Management
1.2   Elect Director Richard Belluzzo           For       For        Management
1.3   Elect Director James Diller, Dr.          For       Withhold   Management
1.4   Elect Director Michael Farese             For       For        Management
1.5   Elect Director Jonathan Judge             For       For        Management
1.6   Elect Director William Kurtz              For       For        Management
1.7   Elect Director Frank Marshall             For       For        Management
2     Ratify Auditors                           For       For        Management


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

PRECISION CASTPARTS CORP.

Ticker:       PCP            Security ID:  740189105
Meeting Date: AUG 17, 2005   Meeting Type: Annual
Record Date:  JUN 24, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dean T. DuCray            For       For        Management
1.2   Elect  Director Don R. Graber             For       For        Management
1.3   Elect  Director Byron O. Pond, Jr.        For       For        Management
2     Ratify Auditors                           For       For        Management


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

RESMED, INC.

Ticker:       RMD            Security ID:  761152107
Meeting Date: NOV 18, 2005   Meeting Type: Annual
Record Date:  SEP 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Donagh McCarthy            For       For        Management
1.2   Elect Director Christopher Roberts        For       For        Management
1.3   Elect Director John Wareham               For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management


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

ROCKWELL AUTOMATION INC

Ticker:       ROK            Security ID:  773903109
Meeting Date: FEB 1, 2006    Meeting Type: Annual
Record Date:  DEC 5, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Betty C. Alewine           For       For        Management
1.2   Elect Director Verne G. Istock            For       For        Management
1.3   Elect Director David B. Speer             For       For        Management
2     Ratify Auditors                           For       For        Management


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

ROWAN COMPANIES, INC.

Ticker:       RDC            Security ID:  779382100
Meeting Date: APR 28, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John R. Huff               For       For        Management
1.2   Elect Director Federick R. Lausen         For       For        Management
2     Ratify Auditors                           For       For        Management


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

SPECTRASITE, INC.

Ticker:       SSI            Security ID:  84761M104
Meeting Date: AUG 3, 2005    Meeting Type: Special
Record Date:  JUN 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management


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

SUNPOWER CORP.

Ticker:       SPWR           Security ID:  867652109
Meeting Date: MAY 4, 2006    Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W. Steve Albrecht          For       For        Management
1.2   Elect Director Betsy S. Atkins            For       For        Management
1.3   Elect Director T.J. Rodgers               For       For        Management
1.4   Elect Director Thomas H. Werner           For       For        Management
1.5   Elect Director Pat Wood, III.             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management


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

T. ROWE PRICE GROUP, INC.

Ticker:       TROW           Security ID:  74144T108
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  FEB 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Edward C. Bernard          For       Withhold   Management
1.2   Elect Director James T. Brady             For       For        Management
1.3   Elect Director J. Alfred Broaddus, Jr.    For       For        Management
1.4   Elect Director Donald B. Hebb, Jr.        For       Withhold   Management
1.5   Elect Director James A.C. Kennedy         For       Withhold   Management
1.6   Elect Director George A. Roche            For       Withhold   Management
1.7   Elect Director Brian C. Rogers            For       Withhold   Management
1.8   Elect Director Dr. Alfred Sommer          For       For        Management
1.9   Elect Director Dwight S. Taylor           For       For        Management
1.10  Elect Director Anne Marie Whittemore      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       Against    Management


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

TD AMERITRADE HOLDINGS CORP.

Ticker:       AMTD           Security ID:  03074K100
Meeting Date: JAN 4, 2006    Meeting Type: Special
Record Date:  NOV 16, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition
2     Amend Articles/Bylaws/Charter-Non-Routine For       For        Management
3     Amend Articles/Bylaws/Charter to Include  For       For        Management
      Antitakeover Provision(s)
4     Increase Authorized Common Stock          For       For        Management
5     Eliminate Right to Act by Written Consent For       For        Management
6     Approve Increase in Size of Board         For       For        Management
7     Amend Nomination Procedures for the Board For       For        Management
8     Approve A Position Which Allocates        For       For        Management
      Corporate Opportunities
9     Amend Omnibus Stock Plan                  For       Against    Management
10    Amend Non-Employee Director Omnibus Stock For       For        Management
      Plan
11    Adjourn Meeting                           For       Against    Management


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

TD AMERITRADE HOLDINGS CORP.

Ticker:       AMTD           Security ID:  03074K100
Meeting Date: MAR 9, 2006    Meeting Type: Annual
Record Date:  JAN 26, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W. Edmund Clark            For       Withhold   Management
1.2   Elect Director Michael D. Fleisher        For       For        Management
1.3   Elect Director Glenn H. Hutchins          For       For        Management
1.4   Elect Director Joseph H. Moglia           For       Withhold   Management
1.5   Elect Director Thomas S. Ricketts         For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Other Business                            For       Against    Management


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

TRINITY INDUSTRIES, INC.

Ticker:       TRN            Security ID:  896522109
Meeting Date: MAY 15, 2006   Meeting Type: Annual
Record Date:  MAR 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Rhys J. Best               For       For        Management
1.2   Elect Director David W. Biegler           For       For        Management
1.3   Elect Director Ronald J. Gafford          For       For        Management
1.4   Elect Director Clifford J. Grum           For       For        Management
1.5   Elect Director Ronald W. Haddock          For       For        Management
1.6   Elect Director Jess T. Hay                For       Withhold   Management
1.7   Elect Director Diana S. Natalicio         For       For        Management
1.8   Elect Director Timothy R. Wallace         For       For        Management
2     Ratify Auditors                           For       For        Management


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

UNITED NATURAL FOODS, INC.

Ticker:       UNFI           Security ID:  911163103
Meeting Date: DEC 8, 2005    Meeting Type: Annual
Record Date:  OCT 10, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael S. Funk            For       For        Management
1.2   Elect Director James P. Heffernan         For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management


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

URBAN OUTFITTERS, INC.

Ticker:       URBN           Security ID:  917047102
Meeting Date: MAY 23, 2006   Meeting Type: Annual
Record Date:  MAR 29, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard A. Hayne           For       Withhold   Management
1.2   Elect Director Scott A. Belair            For       For        Management
1.3   Elect Director Harry S. Cherken, Jr.      For       Withhold   Management
1.4   Elect Director Joel S. Lawson, III        For       For        Management
1.5   Elect Director Glen T. Senk               For       Withhold   Management
1.6   Elect Director Robert H. Strouse          For       For        Management


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

VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES,  INC.

Ticker:       VSEA           Security ID:  922207105
Meeting Date: FEB 9, 2006    Meeting Type: Annual
Record Date:  DEC 12, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gary E. Dickerson          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
5     Ratify Auditors                           For       For        Management


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

XTO ENERGY INC

Ticker:       XTO            Security ID:  98385X106
Meeting Date: MAY 16, 2006   Meeting Type: Annual
Record Date:  MAR 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Phillip R. Kevil           For       For        Management
1.2   Elect Director Herbert D. Simons          For       For        Management
1.3   Elect Director Vaughn O. Vennerberg, II   For       For        Management
1.4   Elect Director Lane G. Collins            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







==================== BB&T SPECIAL OPPORTUNITES EQUITY VIF =====================


ACTIVISION, INC.

Ticker:       ATVI           Security ID:  004930202
Meeting Date: SEP 15, 2005   Meeting Type: Annual
Record Date:  JUL 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert A. Kotick           For       For        Management
1.2   Elect Director Brian G. Kelly             For       For        Management
1.3   Elect Director Ronald Doornink            For       For        Management
1.4   Elect Director Robert J. Corti            For       For        Management
1.5   Elect Director Barbara S. Isgur           For       For        Management
1.6   Elect Director Robert J. Morgado          For       For        Management
1.7   Elect Director Peter J. Nolan             For       For        Management
1.8   Elect Director Richard Sarnoff            For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plans
4     Other Business                            For       Against    Management


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

APACHE CORP.

Ticker:       APA            Security ID:  037411105
Meeting Date: MAY 4, 2006    Meeting Type: Annual
Record Date:  MAR 15, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frederick M. Bohen         For       Withhold   Management
1.2   Elect Director George D. Lawrence         For       Withhold   Management
1.3   Elect Director Rodman D. Patton           For       For        Management
1.4   Elect Director Charles J. Pitman          For       For        Management
1.5   Elect Director Jay A. Precourt            For       For        Management
2     Amend Non-Employee Director Stock Option  For       For        Management
      Plan


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

ARM HOLDINGS PLC

Ticker:       ARMHY          Security ID:  042068106
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  MAR 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE THE COMPANY S ANNUAL REPORT    For       For        Management
      AND ACCOUNTS FOR THE YEAR ENDED 31
      DECEMBER 2005.
2     TO DECLARE A FINAL DIVIDEND IN RESPECT OF For       For        Management
      THE YEAR ENDED 31 DECEMBER 2005.
3     TO APPROVE THE DIRECTORS  REMUNERATION    For       For        Management
      REPORT.
4     TO RE-ELECT MR M INGLIS AS A DIRECTOR.    For       For        Management
5     TO RE-ELECT MR P CAWDRON AS A DIRECTOR.   For       For        Management
6     Ratify Auditors                           For       For        Management
7     TO AUTHORISE THE DIRECTORS TO FIX THE     For       For        Management
      REMUNERATION OF THE AUDITORS.
8     TO AUTHORISE THE COMPANY TO MAKE MARKET   For       For        Management
      PURCHASES OF ITS OWN SHARES.
9     TO APPROVE THE INTRODUCTION OF A NEW      For       For        Management
      DEFERRED ANNUAL BONUS PLAN.
10    TO APPROVE THE INTRODUCTION OF AN         For       For        Management
      EMPLOYEE EQUITY PLAN.
11    TO APPROVE THE INTRODUCTION OF A US       For       For        Management
      EMPLOYEE STOCK PURCHASE PLAN.


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

ATI TECHNOLOGIES INC.

Ticker:       ATY.           Security ID:  001941103
Meeting Date: JAN 26, 2006   Meeting Type: Annual
Record Date:  DEC 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John E. Caldwell          For       For        Management
1.2   Elect  Director Ronald Chwang             For       For        Management
1.3   Elect  Director James D. Fleck            For       For        Management
1.4   Elect  Director Alan D. Horn              For       For        Management
1.5   Elect  Director David E. Orton            For       For        Management
1.6   Elect  Director Paul Russo                For       For        Management
1.7   Elect  Director Robert A. Young           For       For        Management
2     Approve KPMG LLP as Auditors and          For       For        Management
      Authorize Board to Fix Remuneration of
      Auditors


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

BB&T MUTUAL FUNDS

Ticker:                      Security ID:  05527P289
Meeting Date: JUL 8, 2005    Meeting Type: Special
Record Date:  MAY 23, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Subadvisory Agreement             For       For        Management
2     Approve Amendment of Fundamental          For       For        Management
      Investment Objective


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

C. R. BARD, INC.

Ticker:       BCR            Security ID:  067383109
Meeting Date: APR 19, 2006   Meeting Type: Annual
Record Date:  FEB 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Marc C. Breslawsky         For       For        Management
1.2   Elect Director Herbert L. Henkel          For       For        Management
1.3   Elect Director Timothy M. Ring            For       For        Management
1.4   Elect Director Tommy G. Thompson          For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
4     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
5     Ratify Auditors                           For       For        Management
6     Adopt ILO Standards                       Against   For        Shareholder


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

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   For        Shareholder
8     Limit Executive Compensation              Against   Against    Shareholder
9     Company-Specific-Adopt Recapitalization   Against   For        Shareholder
      Plan
10    Establish Other Board Committee           Against   For        Shareholder


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

CONSOL ENERGY, INC.

Ticker:       CNX            Security ID:  20854P109
Meeting Date: MAY 2, 2006    Meeting Type: Annual
Record Date:  MAR 7, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John Whitmire              For       For        Management
1.2   Elect Director Patricia A. Hammick        For       For        Management
1.3   Elect Director J. Brett Harvey            For       For        Management
1.4   Elect Director David C. Hardesty, Jr.     For       For        Management
1.5   Elect Director James E. Altmeyer, Sr.     For       For        Management
1.6   Elect Director John T. Mills              For       For        Management
1.7   Elect Director William E. Davis           For       For        Management
1.8   Elect Director William P. Powell          For       For        Management
1.9   Elect Director Raj K. Gupta               For       For        Management
1.10  Elect Director Joseph T. Williams         For       For        Management
2     Ratify Auditors                           For       For        Management


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

COSTCO WHOLESALE CORPORATION

Ticker:       COST           Security ID:  22160K105
Meeting Date: JAN 25, 2006   Meeting Type: Annual
Record Date:  DEC 2, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James D. Sinegal           For       For        Management
1.2   Elect Director Jeffrey H. Brotman         For       For        Management
1.3   Elect Director Richard A. Galanti         For       For        Management
1.4   Elect Director Daniel J. Evans            For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Declassify the Board of Directors         Against   For        Shareholder
4     Adopt Vendor Standards                    Against   Against    Shareholder
5     Ratify Auditors                           For       For        Management


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

FAIR ISAAC CORP.

Ticker:       FIC            Security ID:  303250104
Meeting Date: FEB 6, 2006    Meeting Type: Annual
Record Date:  DEC 9, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director A. George Battle          For       For        Management
1.2   Elect  Director Andrew Cecere             For       For        Management
1.3   Elect  Director Tony J. Christianson      For       For        Management
1.4   Elect  Director Thomas G. Grudnowski      For       For        Management
1.5   Elect  Director Alex W. Hart              For       For        Management
1.6   Elect  Director Guy R. Henshaw            For       For        Management
1.7   Elect  Director William J. Lansing        For       For        Management
1.8   Elect  Director Margaret L. Taylor        For       For        Management
2     Ratify Auditors                           For       For        Management


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

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


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

HAIN CELESTIAL GROUP, INC., THE

Ticker:       HAIN           Security ID:  405217100
Meeting Date: DEC 1, 2005    Meeting Type: Annual
Record Date:  OCT 20, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Irwin D. Simon             For       For        Management
1.2   Elect Director Barry J. Alperin           For       For        Management
1.3   Elect Director Beth L. Bronner            For       For        Management
1.4   Elect Director Jack Futterman             For       For        Management
1.5   Elect Director Daniel R. Glickman         For       For        Management
1.6   Elect Director Marina Hahn                For       For        Management
1.7   Elect Director Andrew R. Heyer            For       Withhold   Management
1.8   Elect Director Roger Meltzer              For       For        Management
1.9   Elect Director Mitchell A. Ring           For       For        Management
1.10  Elect Director Lewis D. Schiliro          For       For        Management
1.11  Elect Director D. Edward I. Smyth         For       For        Management
1.12  Elect Director Larry S. Zilavy            For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

KOS PHARMACEUTICALS, INC.

Ticker:       KOSP           Security ID:  500648100
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael Jaharis            For       Withhold   Management
1.2   Elect Director Daniel M. Bell             For       Withhold   Management
1.3   Elect Director Robert E. Baldini          For       Withhold   Management
1.4   Elect Director Adrian Adams               For       Withhold   Management
1.5   Elect Director John Brademas, Ph.D.       For       For        Management
1.6   Elect Director Kevin T. Ferro             For       Withhold   Management
1.7   Elect Director Steven Jaharis, M.D.       For       Withhold   Management
1.8   Elect Director Nicolaos E. Madias, M.D.   For       For        Management
1.9   Elect Director Mark Novitch, M.D.         For       For        Management
1.10  Elect Director William D. Pruitt          For       For        Management
1.11  Elect Director Frederick B. Whittemore    For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Ratify Auditors                           For       For        Management


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

L-3 COMMUNICATIONS HOLDINGS, INC.

Ticker:       LLL            Security ID:  502424104
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  MAR 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Peter A. Cohen             For       For        Management
1.2   Elect Director Robert B. Millard          For       For        Management
1.3   Elect Director Arthur L. Simon            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan


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

LABORATORY CORPORATION OF AMERICA HOLDINGS

Ticker:       LH             Security ID:  50540R409
Meeting Date: MAY 17, 2006   Meeting Type: Annual
Record Date:  MAR 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Thomas P. Mac Mahon        For       For        Management
1.2   Elect Director Kerrii B. Anderson         For       For        Management
1.3   Elect Director Jean-Luc Belingard         For       Withhold   Management
1.4   Elect Director Wendy E. Lane              For       For        Management
1.5   Elect Director Robert E. Mittelstaedt,    For       For        Management
      Jr.
1.6   Elect Director Arthur H. Rubenstein       For       For        Management
1.7   Elect Director Andrew G. Wallace, M.D.    For       For        Management
1.8   Elect Director M. Keith Weikel, Ph.D.     For       For        Management
2     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


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

MANOR CARE, INC.

Ticker:       HCR            Security ID:  564055101
Meeting Date: MAY 9, 2006    Meeting Type: Annual
Record Date:  MAR 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mary Taylor Behrens        For       For        Management
1.2   Elect Director Joseph F. Damico           For       For        Management
1.3   Elect Director John T. Schwieters         For       For        Management
1.4   Elect Director Richard C. Tuttle          For       For        Management
1.5   Elect Director M. Keith Weikel            For       For        Management
1.6   Elect Director Gail R. Wilensky           For       For        Management
1.7   Elect Director Thomas L. Young            For       For        Management


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

MARKEL CORP.

Ticker:       MKL            Security ID:  570535104
Meeting Date: MAY 22, 2006   Meeting Type: Annual
Record Date:  MAR 30, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director J. Alfred Broaddus, Jr.    For       For        Management
1.2   Elect Director Douglas C. Eby             For       For        Management
1.3   Elect Director Leslie A. Grandis          For       Withhold   Management
1.4   Elect Director Stewart M. Kasen           For       Withhold   Management
1.5   Elect Director Alan I. Kirshner           For       Withhold   Management
1.6   Elect Director Anthony F. Markel          For       Withhold   Management
1.7   Elect Director Steven A. Markel           For       Withhold   Management
1.8   Elect Director Jay M. Weinberg            For       For        Management
2     Ratify Auditors                           For       For        Management


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

MBIA INC.

Ticker:       MBI            Security ID:  55262C100
Meeting Date: MAY 4, 2006    Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joseph W. Brown            For       For        Management
1.2   Elect Director C. Edward Chaplin          For       For        Management
1.3   Elect Director David C. Clapp             For       For        Management
1.4   Elect Director Gary C. Dunton             For       For        Management
1.5   Elect Director Claire L. Gaudiani         For       For        Management
1.6   Elect Director Daniel P. Kearney          For       For        Management
1.7   Elect Director Laurence H. Meyer          For       For        Management
1.8   Elect Director Debra J. Perry             For       For        Management
1.9   Elect Director John A. Rolls              For       For        Management
1.10  Elect Director Jeffery W. Yabuki          For       For        Management
2     Ratify Auditors                           For       For        Management


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

MEDCATH CORP.

Ticker:       MDTH           Security ID:  58404W109
Meeting Date: MAR 1, 2006    Meeting Type: Annual
Record Date:  JAN 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John T. Casey             For       For        Management
2     Approve Omnibus Stock Plan                For       Against    Management
3     Ratify Auditors                           For       For        Management


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

PACCAR INC.

Ticker:       PCAR           Security ID:  693718108
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  FEB 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James C. Pigott            For       For        Management
1.2   Elect Director Mark C. Pigott             For       For        Management
1.3   Elect Director William G. Reed, Jr.       For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Declassify the Board of Directors         Against   For        Shareholder
5     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

PIONEER NATURAL RESOURCES CO.

Ticker:       PXD            Security ID:  723787107
Meeting Date: MAY 3, 2006    Meeting Type: Annual
Record Date:  MAR 23, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Andrew D. Lundquist        For       For        Management
1.2   Elect Director Charles E. Ramsey, Jr.     For       For        Management
1.3   Elect Director Robert A. Solberg          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

SMITHFIELD FOODS, INC.

Ticker:       SFD            Security ID:  832248108
Meeting Date: AUG 26, 2005   Meeting Type: Annual
Record Date:  JUL 13, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert L. Burrus, Jr.      For       For        Management
1.2   Elect Director Carol T. Crawford          For       For        Management
1.3   Elect Director Frank S. Royal, M.D.       For       For        Management
2     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
3     Ratify Auditors                           For       For        Management
4     Prepare a Sustainability Report           Against   For        Shareholder


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

SYMANTEC CORP.

Ticker:       SYMC           Security ID:  871503108
Meeting Date: SEP 16, 2005   Meeting Type: Annual
Record Date:  JUL 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gary L. Bloom              For       For        Management
1.2   Elect Director Michael Brown              For       For        Management
1.3   Elect Director William T. Coleman         For       For        Management
1.4   Elect Director David L. Mahoney           For       For        Management
1.5   Elect Director Robert S. Miller           For       Withhold   Management
1.6   Elect Director George Reyes               For       For        Management
1.7   Elect Director David Roux                 For       For        Management
1.8   Elect Director Daniel H. Schulman         For       For        Management
1.9   Elect Director John W. Thompson           For       For        Management
1.10  Elect Director V. Paul Unruh              For       For        Management
2     Ratify Auditors                           For       For        Management


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

WCI COMMUNITIES INC

Ticker:       WCI            Security ID:  92923C104
Meeting Date: MAY 17, 2006   Meeting Type: Annual
Record Date:  MAR 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Don E. Ackerman            For       For        Management
1.2   Elect Director Charles E. Cobb, Jr.       For       For        Management
1.3   Elect Director John H. Dasburg            For       For        Management
1.4   Elect Director Hilliard M. Eure, III      For       For        Management
1.5   Elect Director F. Philip Handy            For       For        Management
1.6   Elect Director Lawrence L. Landry         For       For        Management
1.7   Elect Director Thomas F. McWilliams       For       For        Management
1.8   Elect Director Kathleen M. Shanahan       For       For        Management
1.9   Elect Director Jerry L. Starkey           For       For        Management
1.10  Elect Director Stewart Turley             For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Amend Non-Employee Director Omnibus Stock For       For        Management
      Plan


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

WEATHERFORD INTERNATIONAL LTD

Ticker:       WFT            Security ID:  G95089101
Meeting Date: MAY 9, 2006    Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Nicholas F. Brady         For       For        Management
1.2   Elect  Director William E. Macaulay       For       For        Management
1.3   Elect  Director David J. Butters          For       For        Management
1.4   Elect  Director Robert B. Millard         For       For        Management
1.5   Elect  Director Bernard J. Duroc-Danner   For       For        Management
1.6   Elect  Director Robert K. Moses, Jr.      For       For        Management
1.7   Elect  Director Sheldon B. Lubar          For       For        Management
1.8   Elect  Director Robert A. Rayne           For       For        Management
2     Ratify Auditors                           For       For        Management
3     APPROVAL OF THE WEATHERFORD INTERNATIONAL For       Against    Management
      LTD. 2006 OMNIBUS INCENTIVE PLAN.
4     APPROVAL OF AN INCREASE IN THE COMPANY S  For       For        Management
      AUTHORIZED SHARE CAPITAL FROM
      $510,000,000, CONSISTING OF 500,000,000
      COMMON SHARES AND 10,000,000 PREFERENCE
      SHARES, TO $1,010,000,000, BY THE
      CREATION OF 500,000,000 ADDITIONAL COMMON
      SHARES.


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

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   For        Shareholder
5     Compensation- Director Compensation       Against   Against    Shareholder
6     Report on Discrimination in Lending       Against   Against    Shareholder


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

YUM BRANDS, INC.

Ticker:       YUM            Security ID:  988498101
Meeting Date: MAY 18, 2006   Meeting Type: Annual
Record Date:  MAR 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David W. Dorman            For       For        Management
1.2   Elect Director Massimo Ferragamo          For       For        Management
1.3   Elect Director J. David Grissom           For       For        Management
1.4   Elect Director Bonnie G. Hill             For       For        Management
1.5   Elect Director Robert Holland, Jr.        For       For        Management
1.6   Elect Director Kenneth G. Langone         For       For        Management
1.7   Elect Director Jonathan S. Linen          For       For        Management
1.8   Elect Director Thomas C. Nelson           For       For        Management
1.9   Elect Director David C. Novak             For       For        Management
1.10  Elect Director Thomas M. Ryan             For       For        Management
1.11  Elect Director Jackie Trujillo            For       For        Management
1.12  Elect Director Robert J. Ulrich           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Prepare a Diversity Report                Against   Against    Shareholder
4     Implement MacBride Principles             Against   Against    Shareholder
5     Label Genetically Modified Organisms      Against   Against    Shareholder
      (GMO)
6     Report on Animal Welfare Standards        Against   Against    Shareholder







========================== BB&T TOTAL RETURN BOND VIF ==========================

This Fund received no proxies for the reporting period.


<page>

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.

BB&T VARIABLE INSURANCE FUNDS

BY:  /S/  KEITH F. KARLAWISH
- ---------------------------------------------------------
KEITH F. KARLAWISH, PRESIDENT

DATE:  AUGUST 21, 2006