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: 811-5041

                     Credit Suisse Capital Appreciation Fund
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               (Exact name of registrant as specified in charter)


                    c/o Credit Suisse Asset Management, LLC
                              466 Lexington Avenue
                            New York, New York 10017
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              (Address of principal executive offices) (Zip code)

                               J. Kevin Gao, Esq.
                              466 Lexington Avenue
                            New York, New York 10017
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                    (Name and address of agent for service)

Registrant's telephone number, including area code: (212) 875-3500

Date of fiscal year end: 10/31
Date of reporting period: July 1, 2005 - June 30, 2006


ITEM 1. PROXY VOTING RECORD

Credit Suisse Capital Appreciation Fund


========================== CAPITAL APPRECIATION FUND ===========================


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


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ADOBE SYSTEMS INC.

Ticker:       ADBE           Security ID:  00724F101
Meeting Date: MAR 28, 2006   Meeting Type: Annual
Record Date:  FEB 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Edward W. Barnholt         For       For        Management
1.2   Elect Director Michael R. Cannon          For       For        Management
1.3   Elect Director Bruce R. Chizen            For       For        Management
1.4   Elect Director James E. Daley             For       For        Management
1.5   Elect Director Charles M. Geschke         For       For        Management
1.6   Elect Director Delbert W. Yocam           For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


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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


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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 EXPRESS CO.

Ticker:       AXP            Security ID:  025816109
Meeting Date: APR 24, 2006   Meeting Type: Annual
Record Date:  FEB 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Daniel F. Akerson          For       For        Management
1.2   Elect Director Charlene Barshefsky        For       For        Management
1.3   Elect Director Ursula M. Burns            For       For        Management
1.4   Elect Director Kenneth I. Chenault        For       For        Management
1.5   Elect Director Peter Chernin              For       For        Management
1.6   Elect Director Peter R. Dolan             For       For        Management
1.7   Elect Director Vernon E. Jordan, Jr.      For       For        Management
1.8   Elect Director Jan Leschly                For       For        Management
1.9   Elect Director Ricahrd A. McGinn          For       For        Management
1.10  Elect Director Edward D. Miller           For       For        Management
1.11  Elect Director Frank P. Popoff            For       For        Management
1.12  Elect Director Robert D. Walter           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit/Prohibit Executive Stock-Based      Against   Against    Shareholder
      Awards
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
5     Exclude Reference to Sexual Orientation   Against   Against    Shareholder
      from the Company's EEO Statement
6     Company-Specific -- Reimbursement of      Against   Against    Shareholder
      Expenses for Certain
      Shareholder-Nominated Director Candidates


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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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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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APPLIED MATERIALS, INC.

Ticker:       AMAT           Security ID:  038222105
Meeting Date: MAR 22, 2006   Meeting Type: Annual
Record Date:  JAN 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael H. Armacost        For       For        Management
1.2   Elect Director Deborah A. Coleman         For       For        Management
1.3   Elect Director Philip V. Gerdine          For       For        Management
1.4   Elect Director Thomas J. Iannotti         For       For        Management
1.5   Elect Director Charles Y.S. Liu           For       For        Management
1.6   Elect Director James C. Morgan            For       For        Management
1.7   Elect Director Gerhard H. Parker          For       For        Management
1.8   Elect Director Willem P. Roelandts        For       For        Management
1.9   Elect Director Michael R. Splinter        For       For        Management
2     Ratify Auditors                           For       For        Management


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AVAYA INC

Ticker:       AV             Security ID:  053499109
Meeting Date: FEB 10, 2006   Meeting Type: Annual
Record Date:  DEC 16, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Bruce R. Bond             For       For        Management
1.2   Elect  Director Ronald L. Zarrella        For       For        Management
2     Ratify Auditors                           For       For        Management


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BEST BUY CO., INC.

Ticker:       BBY            Security ID:  086516101
Meeting Date: JUN 21, 2006   Meeting Type: Annual
Record Date:  APR 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Bradbury H. Anderson       For       For        Management
1.2   Elect Director Kathy J. Higgins Victor    For       For        Management
1.3   Elect Director Allen U. Lenzmeier         For       For        Management
1.4   Elect Director Frank D. Trestman          For       For        Management
2     Ratify Auditors                           For       For        Management


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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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CACI INTERNATIONAL, INC.

Ticker:       CAI            Security ID:  127190304
Meeting Date: NOV 17, 2005   Meeting Type: Annual
Record Date:  SEP 26, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Herbert W. Anderson       For       For        Management
1.2   Elect  Director Michael J. Bayer          For       For        Management
1.3   Elect  Director Peter A. Derow            For       For        Management
1.4   Elect  Director Richard L. Leatherwood    For       For        Management
1.5   Elect  Director J. Phillip London         For       For        Management
1.6   Elect  Director Barbara A. McNamara       For       For        Management
1.7   Elect  Director Arthur L. Money           For       Withhold   Management
1.8   Elect  Director Warren R. Phillips        For       For        Management
1.9   Elect  Director Charles P. Revoile        For       For        Management
1.10  Elect  Director Larry D. Welch            For       For        Management


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CAMPBELL SOUP CO.

Ticker:       CPB            Security ID:  134429109
Meeting Date: NOV 18, 2005   Meeting Type: Annual
Record Date:  SEP 21, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John F. Brock              For       For        Management
1.2   Elect Director Edmund M. Carpenter        For       For        Management
1.3   Elect Director Paul R. Charron            For       For        Management
1.4   Elect Director Douglas R. Conant          For       For        Management
1.5   Elect Director Bennett Dorrance           For       For        Management
1.6   Elect Director Kent B. Foster             For       For        Management
1.7   Elect Director Harvey Golub               For       For        Management
1.8   Elect Director Randall W. Larrimore       For       For        Management
1.9   Elect Director Philip E. Lippincott       For       For        Management
1.10  Elect Director Mary Alice D. Malone       For       For        Management
1.11  Elect Director Sara Mathew                For       For        Management
1.12  Elect Director David C. Patterson         For       For        Management
1.13  Elect Director Charles R. Perrin          For       For        Management
1.14  Elect Director A. Barry Rand              For       For        Management
1.15  Elect Director George Strawbridge, Jr.    For       For        Management
1.16  Elect Director Les C. Vinney              For       For        Management
1.17  Elect Director Charlotte C. Weber         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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CAPITAL ONE FINANCIAL CORP.

Ticker:       COF            Security ID:  14040H105
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  FEB 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard D. Fairbank        For       For        Management
1.2   Elect Director E.R. Campbell              For       For        Management
1.3   Elect Director Stanley Westreich          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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CARNIVAL CORP.

Ticker:       CCL            Security ID:  143658300
Meeting Date: APR 20, 2006   Meeting Type: Annual
Record Date:  FEB 21, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Micky Arison              For       For        Management
1.2   Elect  Director Amb Richard G. Capen Jr   For       For        Management
1.3   Elect  Director Robert H. Dickinson       For       For        Management
1.4   Elect  Director Arnold W. Donald          For       For        Management
1.5   Elect  Director Pier Luigi Foschi         For       For        Management
1.6   Elect  Director Howard S. Frank           For       For        Management
1.7   Elect  Director Richard J. Glasier        For       For        Management
1.8   Elect  Director Baroness Hogg             For       For        Management
1.9   Elect  Director A. Kirk Lanterman         For       For        Management
1.10  Elect  Director Modesto A. Maidique       For       For        Management
1.11  Elect  Director Sir John Parker           For       For        Management
1.12  Elect  Director Peter G. Ratcliffe        For       For        Management
1.13  Elect  Director Stuart Subotnick          For       For        Management
1.14  Elect  Director Uzi Zucker                For       For        Management
2     Ratify Auditors                           For       For        Management
3     TO AUTHORIZE THE AUDIT COMMITTEE OF       For       For        Management
      CARNIVAL PLC TO AGREE TO THE REMUNERATION
      OF THE INDEPENDENT AUDITORS.
4     TO RECEIVE THE ACCOUNTS AND REPORTS FOR   For       For        Management
      CARNIVAL PLC FOR THE FINANCIAL YEAR ENDED
      NOVEMBER 30, 2005.
5     TO APPROVE THE DIRECTORS  REMUNERATION    For       For        Management
      REPORT OF CARNIVAL PLC.
6     TO APPROVE LIMITS ON THE AUTHORITY TO     For       For        Management
      ALLOT SHARES BY CARNIVAL PLC.
7     TO APPROVE THE DISAPPLICATION OF          For       For        Management
      PRE-EMPTION RIGHTS FOR CARNIVAL PLC.
8     TO APPROVE A GENERAL AUTHORITY FOR        For       For        Management
      CARNIVAL PLC TO BUY BACK CARNIVAL PLC
      ORDINARY SHARES IN THE OPEN MARKET.


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CHEESECAKE FACTORY, INC., THE

Ticker:       CAKE           Security ID:  163072101
Meeting Date: MAY 31, 2006   Meeting Type: Annual
Record Date:  APR 11, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jerome I. Kransdorf        For       For        Management
1.2   Elect Director Wayne H. White             For       For        Management
2     Ratify Auditors                           For       For        Management


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CHEMTURA CORP

Ticker:       CEM            Security ID:  163893100
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  FEB 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James W. Crownover         For       For        Management
1.2   Elect Director Roger L. Headrick          For       For        Management
1.3   Elect Director Leo I. Higdon              For       For        Management
1.4   Elect Director Jay D. Proops              For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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CHEMTURA CORP

Ticker:       CEM            Security ID:  227116100
Meeting Date: JUL 1, 2005    Meeting Type: Special
Record Date:  MAY 27, 2005

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


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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


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CVS CORPORATION

Ticker:       CVS            Security ID:  126650100
Meeting Date: MAY 11, 2006   Meeting Type: Annual
Record Date:  MAR 15, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W. Don Cornwell            For       For        Management
1.2   Elect Director David W. Dorman            For       For        Management
1.3   Elect Director Thomas P. Gerrity          For       For        Management
1.4   Elect Director Marian L. Heard            For       For        Management
1.5   Elect Director William H. Joyce           For       For        Management
1.6   Elect Director Terrence Murray            For       For        Management
1.7   Elect Director Sheli Z. Rosenberg         For       For        Management
1.8   Elect Director Thomas M. Ryan             For       For        Management
1.9   Elect Director Alfred J. Verrecchia       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
4     Submit Supplemental Executive Retirement  Against   For        Shareholder
      Plans to Shareholder vote
5     Separate Chairman and CEO Positions       Against   For        Shareholder
6     Report on Feasibility of Product          Against   Against    Shareholder
      Reformulation


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DADE BEHRING HOLDINGS, INC.

Ticker:       DADE           Security ID:  23342J206
Meeting Date: MAY 24, 2006   Meeting Type: Annual
Record Date:  MAR 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director J. W. P. Reid-Anderson     For       For        Management
1.2   Elect Director Jeffrey D. Benjamin        For       For        Management
1.3   Elect Director Alan S. Cooper             For       For        Management
1.4   Elect Director Beverly A. Huss            For       For        Management


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DEERE & CO.

Ticker:       DE             Security ID:  244199105
Meeting Date: FEB 22, 2006   Meeting Type: Annual
Record Date:  DEC 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Crandall C. Bowles        For       For        Management
1.2   Elect  Director Vance D. Coffman          For       For        Management
1.3   Elect  Director Arthur L. Kelly           For       For        Management
1.4   Elect  Director Thomas H. Patrick         For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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E.W. SCRIPPS CO. (THE)

Ticker:       SSP            Security ID:  811054204
Meeting Date: MAY 4, 2006    Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David Galloway             For       For        Management
1.2   Elect Director Nicholas B. Paumgarten     For       For        Management
1.3   Elect Director Ronald W. Tysoe            For       For        Management
1.4   Elect Director Julie A. Wrigley           For       For        Management


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

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


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

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


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

GENWORTH FINANCIAL, INC.

Ticker:       GNW            Security ID:  37247D106
Meeting Date: MAY 17, 2006   Meeting Type: Annual
Record Date:  MAR 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frank J. Borelli           For       For        Management
1.2   Elect Director Michael D. Fraizer         For       For        Management
1.3   Elect Director Nancy J. Karch             For       For        Management
1.4   Elect Director J. Robert Bob Kerrey       For       For        Management
1.5   Elect Director Saiyid T. Naqvi            For       For        Management
1.6   Elect Director James A. Parke             For       For        Management
1.7   Elect Director James S. Riepe             For       For        Management
1.8   Elect Director Thomas B. Wheeler          For       For        Management
2     Ratify Auditors                           For       For        Management


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

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


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

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


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

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


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

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


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

HOME DEPOT, INC. (THE)

Ticker:       HD             Security ID:  437076102
Meeting Date: MAY 25, 2006   Meeting Type: Annual
Record Date:  MAR 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gregory D. Brenneman       For       Withhold   Management
1.2   Elect Director John L. Clendenin          For       Withhold   Management
1.3   Elect Director Claudio X. Gonzalez        For       Withhold   Management
1.4   Elect Director Milledge A. Hart, III      For       Withhold   Management
1.5   Elect Director Bonnie G. Hill             For       Withhold   Management
1.6   Elect Director Laban P. Jackson, Jr.      For       Withhold   Management
1.7   Elect Director Lawrence R. Johnston       For       Withhold   Management
1.8   Elect Director Kenneth G. Langone         For       Withhold   Management
1.9   Elect Director Angelo R. Mozilo           For       For        Management
1.10  Elect Director Robert L. Nardelli         For       Withhold   Management
1.11  Elect Director Thomas J. Ridge            For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Increase Disclosure of Executive          Against   For        Shareholder
      Compensation
4     Report on EEOC-Related Activities         Against   For        Shareholder
5     Separate Chairman and CEO Positions       Against   For        Shareholder
6     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
7     Submit Supplemental Executive Retirement  Against   For        Shareholder
      Plans to Shareholder vote
8     Report on Political Contributions         Against   For        Shareholder
9     Increase Disclosure of Executive          Against   For        Shareholder
      Compensation
10    Affirm Political Non-partisanship         Against   Against    Shareholder


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

HUDSON CITY BANCORP, INC.

Ticker:       HCBK           Security ID:  443683107
Meeting Date: JUN 8, 2006    Meeting Type: Annual
Record Date:  APR 14, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Denis J. Salamone          For       For        Management
1.2   Elect Director Michael W. Azzara          For       For        Management
1.3   Elect Director Victoria H. Bruni          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        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


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

KOHL'S CORP.

Ticker:       KSS            Security ID:  500255104
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jay H. Baker               For       For        Management
1.2   Elect Director Steven A. Burd             For       For        Management
1.3   Elect Director Kevin Mansell              For       For        Management
1.4   Elect Director Peter M. Sommerhauser      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


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

LOCKHEED MARTIN CORP.

Ticker:       LMT            Security ID:  539830109
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director E.C. Aldridge, Jr.         For       For        Management
1.2   Elect Director Nolan D. Archibald         For       Withhold   Management
1.3   Elect Director Marcus C. Bennett          For       For        Management
1.4   Elect Director James O. Ellis, Jr.        For       For        Management
1.5   Elect Director Gwendolyn S. King          For       For        Management
1.6   Elect Director James M. Loy               For       For        Management
1.7   Elect Director Douglas H. McCorkindale    For       For        Management
1.8   Elect Director Eugene F. Murphy           For       For        Management
1.9   Elect Director Joseph W. Ralston          For       For        Management
1.10  Elect Director Frank Savage               For       For        Management
1.11  Elect Director James M. Schneider         For       For        Management
1.12  Elect Director Anne Stevens               For       For        Management
1.13  Elect Director Robert J. Stevens          For       For        Management
1.14  Elect Director James R. Ukropina          For       For        Management
1.15  Elect Director Douglas C. Yearley         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Amend Articles/Bylaws/Charter-Non-Routine For       For        Management
5     Increase Disclosure of Executive          Against   Against    Shareholder
      Compensation
6     Adopt Simple Majority Vote Requirement    Against   For        Shareholder
7     Report Equal Employment Opportunity       Against   For        Shareholder
      Information
8     Report on Depleted Uranium Weapons        Against   Against    Shareholder
      Components


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

MACROMEDIA, INC.

Ticker:       MACR           Security ID:  556100105
Meeting Date: AUG 24, 2005   Meeting Type: Special
Record Date:  JUL 19, 2005

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


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

MACROMEDIA, INC.

Ticker:       MACR           Security ID:  556100105
Meeting Date: JUL 18, 2005   Meeting Type: Annual
Record Date:  JUN 9, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert K. Burgess         For       For        Management
1.2   Elect  Director Charles M. Boesenberg     For       For        Management
1.3   Elect  Director Stephen A. Elop           For       For        Management
1.4   Elect  Director John (ian) Giffen         For       For        Management
1.5   Elect  Director Steven Gomo               For       For        Management
1.6   Elect  Director William H. Harris, Jr.    For       For        Management
1.7   Elect  Director Donald L. Lucas           For       For        Management
1.8   Elect  Director Elizabeth A. Nelson       For       For        Management
1.9   Elect  Director Timothy O'Reilly          For       For        Management
1.10  Elect  Director William B. Welty          For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

MAXIM INTEGRATED PRODUCTS, INC.

Ticker:       MXIM           Security ID:  57772K101
Meeting Date: NOV 10, 2005   Meeting Type: Annual
Record Date:  SEP 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James R. Bergman           For       Withhold   Management
1.2   Elect Director Michael J. Byrd            For       For        Management
1.3   Elect Director Peter de Roeth             For       For        Management
1.4   Elect Director John F. Gifford            For       Withhold   Management
1.5   Elect Director B. Kipling Hagopian        For       For        Management
1.6   Elect Director A.R. Frank Wazzan          For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management


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

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


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

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


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

MONSANTO CO.

Ticker:       MON            Security ID:  61166W101
Meeting Date: JAN 17, 2006   Meeting Type: Annual
Record Date:  NOV 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director  Hugh Grant                For       For        Management
1.2   Elect Director C. Steven McMillan         For       For        Management
1.3   Elect Director Robert J. Stevens          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Report on Political Contributions         Against   Against    Shareholder
5     Separate Chairman and CEO Positions       Against   For        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


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

NAVTEQ CORPORATION

Ticker:       NVT            Security ID:  63936L100
Meeting Date: MAY 9, 2006    Meeting Type: Annual
Record Date:  MAR 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard J.A. De Lange      For       For        Management
1.2   Elect Director Christopher Galvin         For       For        Management
1.3   Elect Director Andrew J. Green            For       For        Management
1.4   Elect Director Judson C. Green            For       For        Management
1.5   Elect Director William L. Kimsey          For       For        Management
1.6   Elect Director Scott D. Miller            For       For        Management
1.7   Elect Director Dirk-Jan Van Ommeren       For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management


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

NEWFIELD EXPLORATION CO.

Ticker:       NFX            Security ID:  651290108
Meeting Date: MAY 4, 2006    Meeting Type: Annual
Record Date:  MAR 7, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David A. Trice             For       For        Management
1.2   Elect Director David F. Schaible          For       For        Management
1.3   Elect Director Howard H. Newman           For       For        Management
1.4   Elect Director Thomas G. Ricks            For       For        Management
1.5   Elect Director Dennis R. Hendrix          For       For        Management
1.6   Elect Director C.E. (chuck) Shultz        For       For        Management
1.7   Elect Director Philip J. Burguieres       For       For        Management
1.8   Elect Director John Randolph Kemp III     For       For        Management
1.9   Elect Director J. Michael Lacey           For       For        Management
1.10  Elect Director Joseph H. Netherland       For       For        Management
1.11  Elect Director J. Terry Strange           For       For        Management
1.12  Elect Director Pamela J. Gardner          For       For        Management
1.13  Elect Director Juanita F. Romans          For       For        Management
2     Amend Non-Employee Director Restricted    For       For        Management
      Stock Plan
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management


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

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


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

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


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

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


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

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


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

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


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

ROPER INDUSTRIES, INC.

Ticker:       ROP            Security ID:  776696106
Meeting Date: JUN 28, 2006   Meeting Type: Annual
Record Date:  APR 29, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Wilbur J. Prezzano         For       For        Management
1.2   Elect Director Robert D. Johnson          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Amend Votes Per Share of Existing Stock   For       For        Management
4     Ratify Auditors                           For       For        Management
5     Other Business                            For       Against    Management


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

SLM CORP.

Ticker:       SLM            Security ID:  78442P106
Meeting Date: MAY 18, 2006   Meeting Type: Annual
Record Date:  MAR 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ann Torre Bates            For       For        Management
1.2   Elect Director Charles L. Daley           For       For        Management
1.3   Elect Director W.M. Diefenderfer, III     For       For        Management
1.4   Elect Director Thomas J. Fitzpatrick      For       For        Management
1.5   Elect Director Diane Suitt Gilleland      For       For        Management
1.6   Elect Director Earl A. Goode              For       For        Management
1.7   Elect Director Ronald F. Hunt             For       For        Management
1.8   Elect Director Benjamin J. Lambert, III   For       For        Management
1.9   Elect Director Albert L. Lord             For       For        Management
1.10  Elect Director Barry A. Munitz            For       For        Management
1.11  Elect Director A. Alexander Porter, Jr    For       For        Management
1.12  Elect Director Wolfgang Schoellkopf       For       For        Management
1.13  Elect Director Steven L. Shapiro          For       For        Management
1.14  Elect Director Barry L. Williams          For       For        Management
2     Ratify Auditors                           For       For        Management


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

SOLECTRON CORP.

Ticker:       SLR            Security ID:  834182107
Meeting Date: JAN 12, 2006   Meeting Type: Annual
Record Date:  NOV 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William A. Hasler          For       Withhold   Management
1.2   Elect Director Michael R. Cannon          For       For        Management
1.3   Elect Director Richard A. D'Amore         For       For        Management
1.4   Elect Director H. Paulett Eberhart        For       For        Management
1.5   Elect Director Heinz Fridrich             For       For        Management
1.6   Elect Director William R. Graber          For       For        Management
1.7   Elect Director Dr. Paul R. Low            For       For        Management
1.8   Elect Director C. Wesley M. Scott         For       For        Management
1.9   Elect Director Cyril Yansouni             For       For        Management
2     Approve Reverse Stock Split               For       For        Management
3     Ratify Auditors                           For       For        Management


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

ST. JUDE MEDICAL, INC.

Ticker:       STJ            Security ID:  790849103
Meeting Date: MAY 10, 2006   Meeting Type: Annual
Record Date:  MAR 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John W. Brown              For       For        Management
1.2   Elect Director Daniel J. Starks           For       For        Management
2     Approve Stock Option Plan                 For       For        Management
3     Ratify Auditors                           For       For        Management


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

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


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

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


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

UNIVISION COMMUNICATIONS INC.

Ticker:       UVN            Security ID:  914906102
Meeting Date: MAY 10, 2006   Meeting Type: Annual
Record Date:  MAR 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director A. Jerrold Perenchio       For       Withhold   Management
1.2   Elect Director Anthony Cassara            For       Withhold   Management
1.3   Elect Director Harold Gaba                For       For        Management
1.4   Elect Director Alan F. Horn               For       For        Management
1.5   Elect Director Michael O. Johnson         For       For        Management
1.6   Elect Director John G. Perenchio          For       Withhold   Management
1.7   Elect Director Ray Rodriguez              For       Withhold   Management
1.8   Elect Director McHenry T. Tichenor, Jr.   For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

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.


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

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


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

WM. WRIGLEY JR. CO.

Ticker:       WWY            Security ID:  982526105
Meeting Date: APR 4, 2006    Meeting Type: Annual
Record Date:  FEB 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John F. Bard               For       For        Management
1.2   Elect Director Howard B. Bernick          For       For        Management
1.3   Elect Director Melinda R. Rich            For       For        Management
2     Approve Omnibus Stock Plan                For       Against    Management
3     Authorize a New Class of Common Stock     For       Against    Management
4     Company Specific/Increase the Class B     For       Against    Management
      Common Stock Automatic Conversion
5     Company Specific/Automatic Conversion of  For       Against    Management
      Class B Common Stock
6     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


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

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


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

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



                                   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.

         Credit Suisse Capital Appreciation Fund

By:      /s/ Steven Plump
         ----------------------------
         Steven Plump
         Chief Executive Officer

Date:    August 25, 2006