UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                FORM N-PX

            ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
                      MANAGEMENT INVESTMENT COMPANY


Investment Company Act File Number 811-03595

Name of Fund:  Merrill Lynch Healthcare Fund, Inc.

Fund Address:  P.O. Box 9011
               Princeton, NJ  08543-9011

Name and address of agent for service:
       Robert C. Doll, Jr., Chief Executive Officer, Merrill Lynch Healthcare
       Fund, Inc., 800 Scudders Mill Road, Plainsboro, NJ, 08536.  Mailing
       address:  P.O. Box 9011, Princeton, NJ, 08543-9011

Registrant's telephone number, including area code:  (609) 282-2800

Date of fiscal year end: 04/30/2006

Date of reporting period: 07/01/04 - 06/30/05

Item 1 - Proxy Voting Record

The information contained herein discloses the following information for each
matter relating to a portfolio security considered at any shareholder meeting
held during the period covered by the report and 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; and

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


******************************* FORM N-Px REPORT *******************************

ICA File Number: 811-03595
Reporting Period: 07/01/2004 - 06/30/2005
Merrill Lynch Healthcare Fund, Inc.









===================== MERRILL LYNCH HEALTHCARE FUND, INC. ======================


ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 22, 2005   Meeting Type: Annual
Record Date:  FEB 23, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director R.S. Austin                For       For        Management
1.2   Elect Director W.S. Daley                 For       For        Management
1.3   Elect Director H.L. Fuller                For       For        Management
1.4   Elect Director R.A. Gonzalez              For       For        Management
1.5   Elect Director J.M. Greenberg             For       For        Management
1.6   Elect Director J.M. Leiden                For       For        Management
1.7   Elect Director D.A.L. Owen                For       For        Management
1.8   Elect Director B. Powell Jr.              For       For        Management
1.9   Elect Director A.B. Rand                  For       For        Management
1.10  Elect Director W.A. Reynolds              For       For        Management
1.11  Elect Director R.S. Roberts               For       For        Management
1.12  Elect Director W.D. Smithburg             For       For        Management
1.13  Elect Director J.R. Walter                For       For        Management
1.14  Elect Director M.D. White                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Link Executive Compensation to Government Against   Against    Shareholder
      Fines
4     Performance- Based/Indexed Options        Against   Against    Shareholder
5     Eliminate Animal Testing                  Against   Against    Shareholder
6     Report on Political Contributions         Against   Against    Shareholder
7     Report on Operational Imact of HIV/AIDS,  Against   Against    Shareholder
      TB, and Malaria Pandemic
8     Separate Chairman and CEO Positions       Against   Against    Shareholder


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

AETNA INC.

Ticker:       AET            Security ID:  00817Y108
Meeting Date: APR 29, 2005   Meeting Type: Annual
Record Date:  FEB 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Betsy Z. Cohen             For       For        Management
1.2   Elect Director Barbara Hackman Franklin   For       For        Management
1.3   Elect Director Jeffrey E. Garten          For       For        Management
1.4   Elect Director Earl G. Graves             For       For        Management
1.5   Elect Director Gerald Greenwald           For       For        Management
1.6   Elect Director Ellen M. Hancock           For       For        Management
1.7   Elect Director Michael H. Jordan          For       For        Management
1.8   Elect Director Edward J. Ludwig           For       For        Management
1.9   Elect Director Joseph P. Newhouse         For       For        Management
1.10  Elect Director John W. Rowe, M.D.         For       For        Management
1.11  Elect Director Ronald A. Williams         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Stock Option Plan                   For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management
5     Restore or Provide for Cumulative Voting  Against   Against    Shareholder
6     Expense Stock Options                     Against   For        Shareholder


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

AMERIGROUP CORP.

Ticker:       AGP            Security ID:  03073T102
Meeting Date: MAY 11, 2005   Meeting Type: Annual
Record Date:  MAR 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard D. Shirk          For       For        Management
1.2   Elect  Director Jeffrey B. Child          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

AMGEN, INC.

Ticker:       AMGN           Security ID:  031162100
Meeting Date: MAY 11, 2005   Meeting Type: Annual
Record Date:  MAR 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dr. David Baltimore       For       For        Management
1.2   Elect  Director Ms. Judith C. Pelham      For       For        Management
1.3   Elect  Director Mr. Kevin W. Sharer       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Eliminate Animal Testing                  Against   Against    Shareholder
4     Review/Limit Executive Compensation       Against   For        Shareholder
5     Adopt Retention Ratio for Executives      Against   For        Shareholder


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

AMYLIN PHARMACEUTICALS, INC.

Ticker:       AMLN           Security ID:  032346108
Meeting Date: MAY 25, 2005   Meeting Type: Annual
Record Date:  APR 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Vaughn D. Bryson          For       For        Management
1.2   Elect  Director Joseph C. Cook, Jr.       For       For        Management
1.3   Elect  Director Ginger L. Graham          For       For        Management
1.4   Elect  Director Howard E. Greene, Jr.     For       For        Management
1.5   Elect  Director Terrance H. Gregg         For       For        Management
1.6   Elect  Director Jay S. Skyler             For       For        Management
1.7   Elect  Director Joseph P. Sullivan        For       For        Management
1.8   Elect  Director Thomas R. Testman         For       For        Management
1.9   Elect  Director James N. Wilson           For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

ARK THERAPEUTICS GROUP PLC, LONDON

Ticker:                      Security ID:  GB0034251727
Meeting Date: APR 28, 2005   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       For        Management
3     Re-elect Martyn Williams as Director      For       For        Management
4     Re-elect Peter Keen as Director           For       For        Management
5     Re-elect Sir Mark Richmond as Director    For       For        Management
6     Reappoint Deloitte & Touche LLP as        For       For        Management
      Auditors and Authorise the Board to
      Determine Their Remuneration
7     Approve Ark Therapeutics 2005 Long-Term   For       Against    Management
      Incentive Plan
8     Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 379,228
9     Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 63,205


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

ARK THERAPEUTICS GROUP PLC, LONDON

Ticker:                      Security ID:  GB0034251727
Meeting Date: JUL 5, 2004    Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Re-elect Dennis Turner as Director        For       For        Management
3     Re-elect Nigel Parker as Director         For       For        Management
4     Elect David Prince as Director            For       For        Management
5     Elect Wolfgang Plischke as Director       For       For        Management
6     Re-elect Mark Richmond as Director        For       For        Management
7     Re-appoint Deloitte and Touche LLP as     For       For        Management
      Auditors and Authorise Board to Fix
      Remuneration of Auditors
8     Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 378,993
9     Authorise Issuance of Equity or           For       Against    Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 63,135


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

BRISTOL-MYERS SQUIBB CO.

Ticker:       BMY            Security ID:  110122108
Meeting Date: MAY 3, 2005    Meeting Type: Annual
Record Date:  MAR 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director V.D. Coffman               For       For        Management
1.2   Elect Director J.M. Cornelius             For       For        Management
1.3   Elect Director P.R. Dolan                 For       For        Management
1.4   Elect Director E.V. Futter                For       For        Management
1.5   Elect Director L.V. Gershtner, Jr.        For       For        Management
1.6   Elect Director L. Johansson               For       For        Management
1.7   Elect Director L.W. Sullivan              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Articles to Eliminate Certain       For       For        Management
      Supermajority Vote Requirements
4     Report on Political Contributions         Against   Against    Shareholder
5     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder
      TB, and Malaria Pandemic
6     Eliminate Animal Testing                  Against   Against    Shareholder
7     Separate Chairman and CEO Positions       Against   Against    Shareholder
8     Proposal Regarding Restatement Situations Against   Against    Shareholder
9     Limit/Prohibit Awards to Executives       Against   Against    Shareholder
10    Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

CADILA HEALTHCARE LTD

Ticker:                      Security ID:  INE010B01019
Meeting Date: JUL 20, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Dividends of INR 6 Per Share      For       For        Management
3     Reappoint M.A. Patel as Director          For       For        Management
4     Reappoint S.P. Patel as Director          For       For        Management
5     Approve R.R. Patel as Auditors and        For       For        Management
      Authorize Board to Fix Their Remuneration


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

CAREMARK RX, INC.

Ticker:       CMX            Security ID:  141705103
Meeting Date: MAY 11, 2005   Meeting Type: Annual
Record Date:  MAR 29, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Edwin M. Crawford          For       For        Management
1.2   Elect Director Kristen Gibney Williams    For       For        Management
1.3   Elect Director Edward L. Hardin           For       For        Management
2     Report on Political Contributions         Against   Against    Shareholder


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

CELGENE CORP.

Ticker:       CELG           Security ID:  151020104
Meeting Date: JUN 15, 2005   Meeting Type: Annual
Record Date:  APR 28, 2005

#     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 Frank T. Cary             For       For        Management
1.6   Elect  Director Michael D. Casey          For       For        Management
1.7   Elect  Director Arthur Hull Hayes, Jr.,   For       For        Management
      M.D.
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     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management


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

CENTENE CORP.

Ticker:       CNC            Security ID:  15135B101
Meeting Date: APR 26, 2005   Meeting Type: Annual
Record Date:  MAR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael F. Neidorff       For       For        Management
1.2   Elect  Director John R. Roberts           For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management


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

CERNER CORP.

Ticker:       CERN           Security ID:  156782104
Meeting Date: MAY 27, 2005   Meeting Type: Annual
Record Date:  APR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John C. Danforth          For       For        Management
1.2   Elect  Director Neal L. Patterson         For       For        Management
1.3   Elect  Director William D. Zollars        For       For        Management
2     Ratify Auditors                           For       For        Management


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

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

Ticker:       CRL            Security ID:  159864107
Meeting Date: MAY 9, 2005    Meeting Type: Annual
Record Date:  MAR 11, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James C. Foster           For       For        Management
1.2   Elect  Director Stephen D. Chubb          For       For        Management
1.3   Elect  Director George E. Massaro         For       For        Management
1.4   Elect  Director Linda McGoldrick          For       For        Management
1.5   Elect  Director George M. Milne, Jr.      For       For        Management
1.6   Elect  Director Douglas E. Rogers         For       For        Management
1.7   Elect  Director Samuel O. Thier           For       For        Management
1.8   Elect  Director William H. Waltrip        For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

COVANCE INC.

Ticker:       CVD            Security ID:  222816100
Meeting Date: APR 28, 2005   Meeting Type: Annual
Record Date:  MAR 10, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J. Randall Macdonald      For       Withhold   Management
1.2   Elect  Director Kathleen G. Murray        For       Withhold   Management
1.3   Elect  Director William C. Ughetta        For       Withhold   Management


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

CV THERAPEUTICS INC.

Ticker:       CVTX           Security ID:  126667104
Meeting Date: MAY 26, 2005   Meeting Type: Annual
Record Date:  MAR 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Santo J. Costa            For       For        Management
1.2   Elect  Director John Groom                For       For        Management
1.3   Elect  Director Barbara J. McNeil, M.D.,  For       For        Management
      Ph.D.
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

CYPRESS BIOSCIENCE, INC.

Ticker:       CYPB           Security ID:  232674507
Meeting Date: AUG 17, 2004   Meeting Type: Annual
Record Date:  JUN 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Samuel D. Anderson        For       For        Management
1.2   Elect  Director Jack H. Vaughn            For       For        Management
2     Ratify Auditors                           For       For        Management


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

CYPRESS BIOSCIENCE, INC.

Ticker:       CYPB           Security ID:  232674507
Meeting Date: JUN 6, 2005    Meeting Type: Annual
Record Date:  APR 21, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jon W. McGarity           For       For        Management
1.2   Elect  Director Jean-Pierre Millon        For       For        Management
1.3   Elect  Director Gary D. Tollefson         For       For        Management
2     Ratify Auditors                           For       For        Management


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

CYTYC CORPORATION

Ticker:       CYTC           Security ID:  232946103
Meeting Date: MAY 11, 2005   Meeting Type: Annual
Record Date:  MAR 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Brock Hattox              For       For        Management
1.2   Elect  Director William McDaniel          For       For        Management
1.3   Elect  Director Marla S. Persky           For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management


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

EISAI CO. LTD.

Ticker:       ESALY          Security ID:  JP3160400002
Meeting Date: JUN 24, 2005   Meeting Type: Annual
Record Date:  MAR 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Articles to: Increase Authorized    For       For        Management
      Capital from 700 Million to 1.1 Billion
      Shares - Clarify Director Authorities -
      Authorize Public Announcements in
      Electronic Format - Introduce Statement
      of Corporate Philosophy
2.1   Elect Director                            For       For        Management
2.2   Elect Director                            For       For        Management
2.3   Elect Director                            For       For        Management
2.4   Elect Director                            For       For        Management
2.5   Elect Director                            For       For        Management
2.6   Elect Director                            For       For        Management
2.7   Elect Director                            For       For        Management
2.8   Elect Director                            For       For        Management
2.9   Elect Director                            For       For        Management
2.10  Elect Director                            For       For        Management
2.11  Elect Director                            For       For        Management
2.12  Elect Director                            For       For        Management
3     Approve Executive Stock Option Plan       For       For        Management


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

EXELIXIS, INC

Ticker:       EXEL           Security ID:  30161Q104
Meeting Date: APR 22, 2005   Meeting Type: Annual
Record Date:  MAR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stelios Papadopoulos,     For       For        Management
      Ph.D
1.2   Elect  Director George A. Scangos, Ph.D.  For       For        Management
1.3   Elect  Director Frank McCormick, Ph.D     For       Withhold   Management
1.4   Elect  Director Lance Willsey, M.D        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan


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

EXPRESS SCRIPTS, INC.

Ticker:       ESRX           Security ID:  302182100
Meeting Date: MAY 25, 2005   Meeting Type: Annual
Record Date:  MAR 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gary G. Benanav            For       For        Management
1.2   Elect Director Frank J. Borelli           For       For        Management
1.3   Elect Director Maura C. Breen             For       For        Management
1.4   Elect Director Nicholas J. Lahawchic      For       For        Management
1.5   Elect Director Thomas P. MacMahon         For       For        Management
1.6   Elect Director John O. Parker, Jr.        For       For        Management
1.7   Elect Director George Paz                 For       For        Management
1.8   Elect Director Samuel K. Skinner          For       For        Management
1.9   Elect Director Seymour Sternberg          For       For        Management
1.10  Elect Director Barrett A. Toan            For       For        Management
1.11  Elect Director Howard L. Waltman          For       For        Management
2     Ratify Auditors                           For       For        Management


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

GENENTECH, INC.

Ticker:       DNA            Security ID:  368710406
Meeting Date: APR 14, 2005   Meeting Type: Annual
Record Date:  FEB 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Herbert W. Boyer          For       For        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       For        Management
1.6   Elect  Director Charles A. Sanders        For       For        Management
2     Ratify Auditors                           For       For        Management


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

GENZYME CORP.

Ticker:       GENZ           Security ID:  372917104
Meeting Date: MAY 26, 2005   Meeting Type: Annual
Record Date:  MAR 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert J. Carpenter       For       For        Management
1.2   Elect  Director Charles L. Cooney         For       For        Management
2     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
3     Amend Stock Option Plan                   For       For        Management
4     Ratify Auditors                           For       For        Management
5     Declassify the Board of Directors         Against   For        Shareholder


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

GILEAD SCIENCES, INC.

Ticker:       GILD           Security ID:  375558103
Meeting Date: MAY 10, 2005   Meeting Type: Annual
Record Date:  MAR 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Paul Berg                  For       For        Management
1.2   Elect Director Etienne F. Davignon        For       For        Management
1.3   Elect Director James M. Denny             For       For        Management
1.4   Elect Director John C. Martin             For       For        Management
1.5   Elect Director Gordon E. Moore            For       For        Management
1.6   Elect Director Nicholas G. Moore          For       For        Management
1.7   Elect Director George P. Shultz           For       For        Management
1.8   Elect Director Gayle E. Wilson            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Report on Impact of HIV/AIDS, TB, and     Against   For        Shareholder
      Malaria Pandemics


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

HEALTH NET, INC.

Ticker:       HNT            Security ID:  42222G108
Meeting Date: MAY 12, 2005   Meeting Type: Annual
Record Date:  MAR 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Theodore F. Craver, Jr.   For       For        Management
1.2   Elect  Director Thomas T. Farley          For       For        Management
1.3   Elect  Director Gale S. Fitzgerald        For       For        Management
1.4   Elect  Director Patrick Foley             For       For        Management
1.5   Elect  Director Jay M. Gellert            For       For        Management
1.6   Elect  Director Roger F. Greaves          For       For        Management
1.7   Elect  Director Bruce G. Willison         For       For        Management
1.8   Elect  Director Frederick C. Yeager       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


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

HUMANA INC.

Ticker:       HUM            Security ID:  444859102
Meeting Date: APR 26, 2005   Meeting Type: Annual
Record Date:  MAR 7, 2005

#     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 John R. Hall              For       For        Management
1.5   Elect  Director Kurt J. Hilzinger         For       For        Management
1.6   Elect  Director Michael B. Mccallister    For       For        Management
1.7   Elect  Director W. Ann Reynolds, Ph.D.    For       For        Management


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

IDENIX PHARMACEUTICALS, INC.

Ticker:       IDIX           Security ID:  45166R204
Meeting Date: JUN 7, 2005    Meeting Type: Annual
Record Date:  APR 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J-P. Sommadossi, Ph.D.    For       For        Management
1.2   Elect  Director Charles W. Cramb          For       For        Management
1.3   Elect  Director Thomas Ebeling            For       Withhold   Management
1.4   Elect  Director W.T. Hockmeyer, Ph.D.     For       For        Management
1.5   Elect  Director Thomas R. Hodgson         For       For        Management
1.6   Elect  Director Robert E. Pelzer          For       Withhold   Management
1.7   Elect  Director D. Pollard-Knight Ph.D.   For       For        Management
1.8   Elect  Director Pamela Thomas-Graham      For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Other Business                            For       Against    Management


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

INTUITIVE SURGICAL INC

Ticker:       ISRG           Security ID:  46120E602
Meeting Date: MAY 20, 2005   Meeting Type: Annual
Record Date:  APR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert W. Duggan          For       For        Management
1.2   Elect  Director William J. Mercer         For       For        Management


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

ISOLAGEN, INC.

Ticker:       ILE            Security ID:  46488N103
Meeting Date: JUN 23, 2005   Meeting Type: Annual
Record Date:  APR 26, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Ratify Auditors                           For       For        Management
2.1   Elect  Director Henry Toh                 For       For        Management
2.2   Elect  Director Ralph Demartino           For       For        Management
3     Approve Omnibus Stock Plan                For       Against    Management
4     Increase Authorized Common Stock          For       For        Management


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

K-V PHARMACEUTICAL CO.

Ticker:       KV.B           Security ID:  482740206
Meeting Date: SEP 9, 2004    Meeting Type: Annual
Record Date:  JUL 13, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jean M. Bellin            For       For        Management
1.2   Elect  Director Norman D. Schellenger     For       For        Management
1.3   Elect  Director Terry B. Hatfield         For       For        Management


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

KERYX BIOPHARMACEUTICALS, INC

Ticker:       KERX           Security ID:  492515101
Meeting Date: JUN 8, 2005    Meeting Type: Annual
Record Date:  APR 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael S. Weiss          For       Withhold   Management
1.2   Elect  Director I. Craig Henderson, M.D.  For       Withhold   Management
1.3   Elect  Director Malcolm Hoenlein          For       For        Management
1.4   Elect  Director Lawrence Jay Kessel, M.D. For       For        Management
1.5   Elect  Director Eric Rose, M.D.           For       For        Management
1.6   Elect  Director Lindsay A. Rosenwald,     For       For        Management
      M.D.
1.7   Elect  Director Peter Salomon, M.D.       For       For        Management
2     Ratify Auditors                           For       For        Management


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

LEXICON GENETICS, INC.

Ticker:       LEXG           Security ID:  528872104
Meeting Date: APR 27, 2005   Meeting Type: Annual
Record Date:  MAR 8, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Samuel L. Barker, Ph.D.   For       For        Management
1.2   Elect  Director Patricia M. Cloherty      For       For        Management
2     Amend Non-Employee Director Stock Option  For       Against    Management
      Plan
3     Ratify Auditors                           For       For        Management


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

MEDAREX, INC.

Ticker:       MEDX           Security ID:  583916101
Meeting Date: MAY 19, 2005   Meeting Type: Annual
Record Date:  MAR 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Mr. Michael A. Appelbaum  For       For        Management
1.2   Elect  Director Dr. Patricia M. Danzon    For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

MEDCO HEALTH SOLUTIONS INC

Ticker:       MHS            Security ID:  58405U102
Meeting Date: MAY 31, 2005   Meeting Type: Annual
Record Date:  APR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John L. Cassis             For       For        Management
1.2   Elect Director Michael Goldstein          For       For        Management
1.3   Elect Director Blenda J. Wilson           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
5     Approve Executive Incentive Bonus Plan    For       For        Management


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

MEDTRONIC, INC.

Ticker:       MDT            Security ID:  585055106
Meeting Date: AUG 26, 2004   Meeting Type: Annual
Record Date:  JUL 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William R. Brody, M.D.,   For       For        Management
      Ph.D.
1.2   Elect  Director Arthur D. Collins, Jr.    For       For        Management
1.3   Elect  Director Antonio M. Gotto, Jr.,    For       For        Management
      M.D., D. Phil.
2     Ratify Auditors                           For       For        Management
3     Charitable Contributions                  Against   Against    Shareholder


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

MGI PHARMA, INC.

Ticker:       MOGN           Security ID:  552880106
Meeting Date: MAY 10, 2005   Meeting Type: Annual
Record Date:  MAR 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Andrew J. Ferrara         For       For        Management
1.2   Elect  Director Edward W. Mehrer          For       For        Management
1.3   Elect  Director Hugh E. Miller            For       For        Management
1.4   Elect  Director Leon O. Moulder, Jr.      For       For        Management
1.5   Elect  Director David B. Sharrock         For       For        Management
1.6   Elect  Director Waneta C. Tuttle, Ph.D.   For       For        Management
1.7   Elect  Director Arthur L. Weaver, M.D.    For       For        Management
2     Ratify Auditors                           For       For        Management


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

MYOGEN, INC.

Ticker:       MYOG           Security ID:  62856E104
Meeting Date: MAY 11, 2005   Meeting Type: Annual
Record Date:  MAR 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael R. Bristow         For       For        Management
1.2   Elect Director Kirk K. Calhoun            For       For        Management
1.3   Elect Director J. William Freytag         For       For        Management
1.4   Elect Director Jerry T. Jackson           For       For        Management
1.5   Elect Director Daniel J. Mitchell         For       For        Management
1.6   Elect Director Arnold L. Oronsky          For       For        Management
1.7   Elect Director Michael J. Valentino       For       For        Management
1.8   Elect Director Sigrid Van Bladel          For       For        Management
2     Ratify Auditors                           For       For        Management


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

NABI BIOPHARMACEUTICALS

Ticker:       NABI           Security ID:  629519109
Meeting Date: MAY 13, 2005   Meeting Type: Annual
Record Date:  MAR 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David L. Castaldi         For       For        Management
1.2   Elect  Director Geoffrey F. Cox, Ph.D.    For       For        Management
1.3   Elect  Director George W. Ebright         For       For        Management
1.4   Elect  Director Richard A. Harvey, Jr.    For       For        Management
1.5   Elect  Director Linda Jenckes             For       For        Management
1.6   Elect  Director Thomas H. McLain          For       For        Management
1.7   Elect  Director Stephen G. Sudovar        For       For        Management


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

NICHOLAS PIRAMAL INDIA LTD

Ticker:                      Security ID:  INE140A01016
Meeting Date: DEC 11, 2004   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Stock Split                       For       For        Management


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

NICHOLAS PIRAMAL INDIA LTD

Ticker:                      Security ID:  INE140A01016
Meeting Date: DEC 11, 2004   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve 5-for-1 Stock Split               For       For        Management


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

NOVARTIS AG

Ticker:       NVS            Security ID:  CH0012005267
Meeting Date: MAR 1, 2005    Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       Did Not    Management
      Reports                                             Vote
2     Approve Discharge of Board and Senior     For       Did Not    Management
      Management                                          Vote
3     Approve Allocation of Income and          For       Did Not    Management
      Dividends of CHF 1.05 per Share                     Vote
4     Approve CHF 19 Million Reduction in Share For       Did Not    Management
      Capital via Share Cancellation                      Vote
5     Authorize Repurchase of up to Ten Percent For       Did Not    Management
      of Issued Share Capital                             Vote
6.1   Reelect Birgit Breuel as Director         For       Did Not    Management
                                                          Vote
6.2   Reelect Peter Burckhardt as Director      For       Did Not    Management
                                                          Vote
6.3   Reelect Alexandre Jetzer as Director      For       Did Not    Management
                                                          Vote
6.4   Reelect Pierre Landolt as Director        For       Did Not    Management
                                                          Vote
6.5   Reelect Ulrich Lehner as Director         For       Did Not    Management
                                                          Vote
7     Ratify PricewaterhouseCoopers AG as       For       Did Not    Management
      Auditors                                            Vote


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

NUVELO, INC.

Ticker:       NUVO           Security ID:  67072M301
Meeting Date: MAY 24, 2005   Meeting Type: Annual
Record Date:  MAR 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Mary K. Pendergast        For       For        Management
1.2   Elect  Director Dr. George B. Rathmann,   For       For        Management
      Ph.D.
2     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


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

ORTHOFIX INTERNATIONAL

Ticker:       OFIX           Security ID:  N6748L102
Meeting Date: JUN 15, 2005   Meeting Type: Annual
Record Date:  MAY 2, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Charles W. Federico       For       For        Management
1.2   Elect  Director James F. Gero             For       For        Management
1.3   Elect  Director Robert Gaines-Cooper      For       For        Management
1.4   Elect  Director Jerry C. Benjamin         For       For        Management
1.5   Elect  Director Peter J. Hewett           For       For        Management
1.6   Elect  Director Walter P. Von Wartburg    For       For        Management
1.7   Elect  Director Thomas J. Kester          For       For        Management
1.8   Elect  Director Kenneth R. Weisshaar      For       For        Management
1.9   Elect  Director Guy J. Jordan             For       For        Management
1.10  Elect  Director Stefan Widensohler        For       For        Management
2     PROPOSAL TO APPROVE AMENDMENTS TO THE     For       For        Management
      ARTICLES OF ASSOCIATION (ARTICLE 10 AND
      ARTICLE 11).
3     PROPOSAL TO APPROVE BALANCE SHEET AND     For       For        Management
      INCOME STATEMENT AT AND FOR THE YEAR
      ENDED DECEMBER 31, 2004.
4     Ratify Auditors                           For       For        Management


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

OSI PHARMACEUTICALS, INC.

Ticker:       OSIP           Security ID:  671040103
Meeting Date: MAR 16, 2005   Meeting Type: Annual
Record Date:  JAN 21, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert A. Ingram          For       For        Management
1.2   Elect  Director Colin Goddard, Ph.D.      For       For        Management
1.3   Elect  Director Michael G. Atieh          For       For        Management
1.4   Elect  Director G. Morgan Browne          For       For        Management
1.5   Elect  Director Daryl K. Granner, M.D.    For       For        Management
1.6   Elect  Director Walter M Lovenberg, Ph.D. For       For        Management
1.7   Elect  Director Viren Mehta               For       For        Management
1.8   Elect  Director Herbert Pinedo, M.D.,     For       For        Management
      Ph.D.
1.9   Elect  Director Sir Mark Richmond, Ph.D   For       For        Management
1.10  Elect  Director John P. White             For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

PACIFICARE HEALTH SYSTEMS, INC.

Ticker:       PHS            Security ID:  695112102
Meeting Date: MAY 19, 2005   Meeting Type: Annual
Record Date:  MAR 31, 2005

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


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

PHARMION CORP

Ticker:       PHRM.          Security ID:  71715B409
Meeting Date: JUN 1, 2005    Meeting Type: Annual
Record Date:  APR 29, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Patrick J. Mahaffy        For       For        Management
1.2   Elect  Director James Blair               For       For        Management
1.3   Elect  Director Cam L. Garner             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Amend Non-Employee Director Stock Option  For       Against    Management
      Plan


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

PROGENICS PHARMACEUTICALS, INC

Ticker:       PGNX           Security ID:  743187106
Meeting Date: MAY 10, 2005   Meeting Type: Annual
Record Date:  MAR 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Kurt W. Briner            For       For        Management
1.2   Elect  Director Paul F. Jacobson          For       For        Management
1.3   Elect  Director Charles A. Baker          For       For        Management
1.4   Elect  Director Mark F. Dalton            For       For        Management
1.5   Elect  Director Stephen P. Goff, Ph.D.    For       For        Management
1.6   Elect  Director Paul J. Maddon, M.D.,     For       For        Management
      Ph.D.
1.7   Elect  Director David A. Scheinberg,      For       For        Management
      M.D., Ph.D.
2     Approve Omnibus Stock Plan                For       Against    Management
3     Ratify Auditors                           For       For        Management
4     Other Business                            For       Against    Management


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

SANOFI-AVENTIS (FORMERLY SANOFI-SYNTHELABO )

Ticker:                      Security ID:  FR0000120578
Meeting Date: DEC 13, 2004   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger by Absorption of Aventis   For       Did Not    Management
      by Sanofi-Aventis; Authorize Issuance of            Vote
      19.1 Million Shares to Compensate Aventis
      Minority Shareholders
2     Approve Accounting Treatment of           For       Did Not    Management
      Absorption                                          Vote
3     Assume Obligations of 257,248 Outstanding For       Did Not    Management
      Aventis Warrants; Authorize Issuance of             Vote
      Up to 301,984 Sanofi-Aventis Shares to
      Satisfy Conversion of Aventis Warrants
4     Assume Obligations of 48.08 Million       For       Did Not    Management
      Outstanding Aventis Stock Options;                  Vote
      Authorize Issuance of Sanofi-Aventis
      Shares to Satisfy Conversion of Aventis
      Stock Options
5     Set Dec. 31, 2004, as Effective Date of   For       Did Not    Management
      Merger and Related Capital Increase to              Vote
      Aventis Minority Shareholders
6     Amend Articles to Reflect Changes in      For       Did Not    Management
      Capital                                             Vote
7     Approve Capital Increase Reserved for     For       Did Not    Management
      Employees Participating in                          Vote
      Savings-Related Share Purchase Plan
8     Authorize Filing of Required              For       Did Not    Management
      Documents/Other Formalities                         Vote


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

SANOFI-AVENTIS (FORMERLY SANOFI-SYNTHELABO )

Ticker:                      Security ID:  FR0000120578
Meeting Date: MAY 31, 2005   Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements and          For       Did Not    Management
      Statutory Reports                                   Vote
2     Accept Consolidated Financial Statements  For       Did Not    Management
      and Statutory Reports                               Vote
3     Approve Allocation of Income and          For       Did Not    Management
      Dividends of EUR 1.20 per Share                     Vote
4     Approve Special Auditors' Report          For       Did Not    Management
      Regarding Related-Party Transactions                Vote
5     Ratify PricewaterhouseCoopers Audit as    For       Did Not    Management
      Auditor                                             Vote
6     Ratify Pierre Coll as Alternate Auditor   For       Did Not    Management
                                                          Vote
7     Authorize Repurchase of Up to Ten Percent For       Did Not    Management
      of Issued Share Capital                             Vote
8     Cancel Outstanding Debt Issuance          For       Did Not    Management
      Authority                                           Vote
9     Authorize Issuance of Equity or           For       Did Not    Management
      Equity-Linked Securities with Preemptive            Vote
      Rights up to Aggregate Nominal Amount of
      EUR 1.4 Billion; Authorize Global Limit
      of EUR 1.6 Billion
10    Authorize Issuance of Equity or           For       Did Not    Management
      Equity-Linked Securities without                    Vote
      Preemptive Rights up to Aggregate Nominal
      Amount of EUR 840 Million
11    Authorize Capitalization of Reserves of   For       Did Not    Management
      Up to EUR 500 Million for Bonus Issue or            Vote
      Increase in Par Value
12    Authorize Board to Increase Capital in    For       Did Not    Management
      the Event of Demand Exceeding Amounts               Vote
      Proposed in Issuance Authorities Above
13    Approve Capital Increase Reserved for     For       Did Not    Management
      Employees Participating in                          Vote
      Savings-Related Share Purchase Plan
14    Approve Stock Option Plan Grants          For       Did Not    Management
                                                          Vote
15    Authorize Up to 1 Percent of Issued       For       Did Not    Management
      Capital For Use in Restricted Stock Plan            Vote
16    Approve Reduction in Share Capital via    For       Did Not    Management
      Cancellation of Repurchased Shares                  Vote
17    Authorize Filing of Required              For       Did Not    Management
      Documents/Other Formalities                         Vote


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

SEPRACOR INC.

Ticker:       SEPR           Security ID:  817315104
Meeting Date: MAY 19, 2005   Meeting Type: Annual
Record Date:  APR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Timothy J. Barberich      For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

SHIONOGI & CO. LTD.

Ticker:                      Security ID:  JP3347200002
Meeting Date: JUN 29, 2005   Meeting Type: Annual
Record Date:  MAR 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, Including   For       For        Management
      the Following Dividends: Interim JY 4.25,
      Final JY 7.75, Special JY 0
2.1   Elect Director                            For       For        Management
2.2   Elect Director                            For       For        Management
2.3   Elect Director                            For       For        Management
2.4   Elect Director                            For       For        Management
2.5   Elect Director                            For       For        Management
3     Appoint Internal Statutory Auditor        For       Against    Management
4     Approve Retirement Bonus for Statutory    For       Against    Management
      Auditor


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

SHIRE PHARMACEUTICALS GROUP PLC

Ticker:                      Security ID:  82481R106
Meeting Date: JUN 22, 2005   Meeting Type: Annual
Record Date:  MAY 17, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE AND CONSIDER THE DIRECTORS     For       For        Management
      REPORT AND ACCOUNTS FOR THE YEAR ENDED
      DECEMBER 31, 2004.
2     TO RE-ELECT MR MATTHEW WILLIAM EMMENS AS  For       For        Management
      A DIRECTOR.
3     TO RE-ELECT MR RONALD MAURICE NORDMANN AS For       For        Management
      A DIRECTOR.
4     TO RE-ELECT DR BARRY JOHN PRICE AS A      For       For        Management
      DIRECTOR.
5     Ratify Auditors                           For       For        Management
6     TO AUTHORIZE THE AUDIT COMMITTEE TO       For       For        Management
      DETERMINE THE REMUNERATION OF THE
      AUDITORS.
7     TO APPROVE THE DIRECTORS  REMUNERATION    For       For        Management
      REPORT FOR THE YEAR ENDED DECEMBER 31,
      2004.
8     TO AUTHORIZE THE ALLOTMENT OF SHARES.     For       For        Management
9     TO AUTHORIZE THE DISAPPLICATION OF        For       For        Management
      PRE-EMPTION RIGHTS.
10    TO AUTHORIZE MARKET PURCHASES.            For       For        Management
11    TO AUTHORIZE DONATIONS TO EU POLITICAL    For       For        Management
      ORGANIZATIONS AND THE INCURRING OF EU
      POLITICAL EXPENDITURE.


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

SMITH & NEPHEW PLC

Ticker:                      Security ID:  GB0009223206
Meeting Date: MAY 5, 2005    Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Final Dividend of 3.2 Pence Per   For       For        Management
      Share
3     Approve Remuneration Report               For       For        Management
4     Re-elect John Buchanan as Director        For       For        Management
5     Re-elect Brian Larcombe as Director       For       For        Management
6     Re-elect Pamela Kirby as Director         For       For        Management
7     Reappoint Ernst & Young LLP as Auditors   For       For        Management
      of the Company
8     Authorise Board to Fix Remuneration of    For       For        Management
      the Auditors
9     Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 32,717,742
10    Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 5,728,869
11    Authorise 93,745,121 Ordinary Shares for  For       For        Management
      Market Purchase


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

SONOSITE INC.

Ticker:       SONO           Security ID:  83568G104
Meeting Date: APR 26, 2005   Meeting Type: Annual
Record Date:  MAR 8, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Kirby L. Cramer           For       For        Management
1.2   Elect  Director Kevin M. Goodwin          For       For        Management
1.3   Elect  Director Edward V. Fritzky         For       For        Management
1.4   Elect  Director Steven R. Goldstein, M.D  For       For        Management
1.5   Elect  Director Robert G. Hauser, M.D.    For       For        Management
1.6   Elect  Director William G. Parzybok, Jr.  For       For        Management
1.7   Elect  Director Jeffrey Pfeffer, Ph.D.    For       For        Management
1.8   Elect  Director Richard S. Schneider,     For       For        Management
      Ph.D.
1.9   Elect  Director Jacques Souquet, Ph.D.    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Qualified Employee Stock Purchase For       For        Management
      Plan


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

ST. JUDE MEDICAL, INC.

Ticker:       STJ            Security ID:  790849103
Meeting Date: MAY 11, 2005   Meeting Type: Annual
Record Date:  MAR 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard R. Devenuti        For       For        Management
1.2   Elect Director Stuart M. Essig            For       For        Management
1.3   Elect Director Thomas H. Garrett III      For       For        Management
1.4   Elect Director Wendy L. Yarno             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Prohibit Auditor from Providing Non-Audit Against   Against    Shareholder
      Services


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

SUN PHARMACEUTICAL INDUS. LTD.

Ticker:                      Security ID:  INE044A01028
Meeting Date: APR 4, 2005    Meeting Type: Court
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger with Phlox Pharmaceuticals For       For        Management
      Ltd.


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

SUN PHARMACEUTICAL INDUS. LTD.

Ticker:                      Security ID:  INE044A01028
Meeting Date: DEC 30, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Dividends of INR 3.25 Per Share   For       For        Management
3     Reappoint S.M. Dadha as Director          For       For        Management
4     Reappoint S.V. Valia as Director          For       For        Management
5     Approve Deloitte Haskins & Sells as       For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration
6     Approve Reclassification of Authorized    For       For        Management
      Share Capital
7     Amend Articles of Association Re:         For       For        Management
      Reclassification of Authorized Share
      Capital
8     Approve Voluntary Delisting of Company    For       For        Management
      Shares


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

SUN PHARMACEUTICAL INDUS. LTD.

Ticker:                      Security ID:  INE044A01028
Meeting Date: FEB 8, 2005    Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Deloitte Haskins & Sells as       For       For        Management
      Statutory Auditors and Authorize Board to
      Fix Their Remuneration


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

SUN PHARMACEUTICAL INDUS. LTD.

Ticker:                      Security ID:  INE044A01028
Meeting Date: JUL 31, 2004   Meeting Type: Extraordinary Shareholders
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement with Phlox       For       Against    Management
      Pharmaceuticals Ltd.
2     Issue Shares in Connection with Merger    For       Against    Management


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

TAKEDA PHARMACEUTICAL CO. LTD.

Ticker:                      Security ID:  JP3463000004
Meeting Date: JUN 29, 2005   Meeting Type: Annual
Record Date:  MAR 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, Including   For       For        Management
      the Following Dividends: Interim JY 44,
      Final JY 44, Special JY 0
2     Amend Articles to: Increase Authorized    For       For        Management
      Capital from 2.4 Billion to 3.5 Billion
      Shares - Set Maximum Number of Internal
      Auditors - Clarify Board's Authority to
      Vary AGM Record Date - Set Maximum Board
      Size
3.1   Elect Director                            For       For        Management
3.2   Elect Director                            For       For        Management
3.3   Elect Director                            For       For        Management
3.4   Elect Director                            For       For        Management
3.5   Elect Director                            For       For        Management
4     Appoint Internal Statutory Auditor        For       For        Management
5     Approve Retirement Bonuses for Director   For       Against    Management
      and Statutory Auditor


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

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: MAY 3, 2005    Meeting Type: Annual
Record Date:  MAR 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas H. Kean            For       For        Management
1.2   Elect  Director Robert L. Ryan            For       For        Management
1.3   Elect  Director William G. Spears         For       For        Management
1.4   Elect  Director Gail R. Wilensky, Ph.D.   For       For        Management
2     Ratify Auditors                           For       For        Management
3     Performance- Based/Indexed Options        Against   Against    Shareholder
4     Performance- Based/Indexed Options        Against   Against    Shareholder


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

VICURON PHAMACEUTICALS, INC.

Ticker:       MICU           Security ID:  926471103
Meeting Date: MAY 20, 2005   Meeting Type: Annual
Record Date:  APR 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James H. Cavanaugh, Ph.D. For       For        Management
1.2   Elect  Director George F. Horner, III     For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

WELLCARE HEALTH PLANS INC

Ticker:       WCG            Security ID:  94946T106
Meeting Date: JUN 15, 2005   Meeting Type: Annual
Record Date:  APR 20, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Todd S. Farha             For       For        Management
1.2   Elect  Director Regina Herzlinger         For       For        Management
1.3   Elect  Director Kevin Hickey              For       For        Management
2     Approve Qualified Employee Stock Purchase For       Against    Management
      Plan
3     Ratify Auditors                           For       For        Management


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

WELLPOINT INC

Ticker:       WLP            Security ID:  94973V107
Meeting Date: MAY 10, 2005   Meeting Type: Annual
Record Date:  MAR 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William H.T. Bush          For       For        Management
1.2   Elect Director Warren Y. Jobe             For       For        Management
1.3   Elect Director William G. Mays            For       For        Management
1.4   Elect Director Senator Donald W. Riegle,  For       For        Management
      Jr.
1.5   Elect Director William J. Ryan            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Performance- Based/Indexed Options        Against   Against    Shareholder


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

WOCKHARDT LTD

Ticker:                      Security ID:  INE049B01025
Meeting Date: OCT 20, 2004   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Increase in Borrowing Powers      For       Against    Management
2     Approve Issuance of Equity or             For       Against    Management
      Equity-Linked Securities without
      Preemptive Rights
3     Approve Reclassification of Authorized    For       For        Management
      Share Capital
4     Amend Memorandum of Association Re:       For       For        Management
      Reclassification of Authorized Share
      Capital
5     Amend Articles of Association Re:         For       For        Management
      Reclassification of Authorized Share
      Capital


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

ZIMMER HOLDINGS INC

Ticker:       ZMH            Security ID:  98956P102
Meeting Date: MAY 2, 2005    Meeting Type: Annual
Record Date:  MAR 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director J. Raymond Elliott         For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Ratify Auditors                           For       For        Management
4     Prohibit Auditor from Providing Non-Audit Against   Against    Shareholder
      Services

========== END NPX REPORT


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.


Merrill Lynch Healthcare Fund, Inc.


By:    /s/ Robert C. Doll, Jr.
       -----------------------
       Robert C. Doll, Jr.
       Chief Executive Officer
       Merrill Lynch Healthcare Fund, Inc.

Date:  August 25, 2005