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: 04/30/2007 Date of reporting period: 07/01/05 - 06/30/06 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: 07/01/2005 - 06/30/2006 Merrill Lynch Healthcare Fund, Inc. ===================== MERRILL LYNCH HEALTHCARE FUND, INC. ====================== ABBOTT LABORATORIES Ticker: ABT Security ID: 002824100 Meeting Date: APR 28, 2006 Meeting Type: Annual Record Date: MAR 1, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Roxanne S. Austin For For Management 1.2 Elect Director William M. Daley For For Management 1.3 Elect Director W. James Farrell For For Management 1.4 Elect Director H. Laurance Fuller For For Management 1.5 Elect Director Richard A. Gonzalez For For Management 1.6 Elect Director Jack M. Greenberg For For Management 1.7 Elect Director Lord Owen For For Management 1.8 Elect Director Boone Powell, Jr. For For Management 1.9 Elect Director W. Ann Reynolds, Ph.D. For For Management 1.10 Elect Director Roy S. Roberts For For Management 1.11 Elect Director William D. Smithburg For For Management 1.12 Elect Director John R. Walter For For Management 1.13 Elect Director Miles D. White For For Management 2 Ratify Auditors For For Management 3 Performance-Based Equity Awards Against Against Shareholder 4 Report on Political Contributions Against Against Shareholder 5 Separate Chairman and CEO Positions Against Against Shareholder - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- AMGEN, INC. Ticker: AMGN Security ID: 031162100 Meeting Date: MAY 10, 2006 Meeting Type: Annual Record Date: MAR 13, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Frederick W. Gluck For For Management 1.2 Elect Director J. Paul Reason For For Management 1.3 Elect Director Donald B. Rice For For Management 1.4 Elect Director Leonard D. Schaeffer For For Management 2 Ratify Auditors For For Management 3 Stock Retention Against For Shareholder 4 Link Executive Compensation to Social Against Against Shareholder Issues 5 Submit Shareholder Rights Plan (Poison Against For Shareholder Pill) to Shareholder Vote 6 Develop an Animal Welfare Policy Against Against Shareholder 7 Require a Majority Vote for the Election Against For Shareholder of Directors 8 Report on Political Contributions For Against Shareholder - -------------------------------------------------------------------------------- ARENA PHARMACEUTICALS INC Ticker: ARNA Security ID: 040047102 Meeting Date: JUN 12, 2006 Meeting Type: Annual Record Date: APR 17, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jack Lief For For Management 1.2 Elect Director Dominic P. Behan, Ph.D. For For Management 1.3 Elect Director Donald D. Belcher For For Management 1.4 Elect Director Scott H. Bice For For Management 1.5 Elect Director Harry F. Hixson, Jr., For For Management Ph.D. 1.6 Elect Director J.Clayburn La Force, Jr., For For Management Ph.D. 1.7 Elect Director Louis J. Lavigne, Jr. For For Management 1.8 Elect Director Tina S. Nova, Ph.D. For For Management 2 Approve Omnibus Stock Plan For For Management 3 Amend Qualified Employee Stock Purchase For For Management Plan 4 Increase Authorized Common Stock For For Management 5 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ARK THERAPEUTICS GROUP PLC, LONDON Ticker: Security ID: GB0034251727 Meeting Date: APR 27, 2006 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 Against Management 3 Re-elect Seppo Yla-Herttuala as Director For For Management 4 Re-elect David Prince as Director For For Management 5 Re-elect Nigel Parker as Director For For Management 6 Elect Bruce Carter as Director For For Management 7 Re-elect Sir Mark Richmond as Director For For Management 8 Reappoint Deloitte & Touche LLP as For For Management Auditors and Authorise the Board to Determine Their Remuneration 9 Authorise Issue of Equity or For For Management Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 382,494 10 Authorise Issue of Equity or For For Management Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 63,749 11 Amend Articles of Association Re: For For Management Indemnification - -------------------------------------------------------------------------------- ASTELLAS PHARMA INC. (FRMLY. YAMANOUCHI PHARMACEUTICAL CO. LTD.) Ticker: 4503 Security ID: JP3942400007 Meeting Date: JUN 27, 2006 Meeting Type: Annual Record Date: MAR 31, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, Including For For Management the Following Dividends: Interim JY 30, Final JY 40, Special JY 0 2 Amend Articles to: Limit Non-Executive For For Management Directors' and Statutory Auditors' Legal Liability - Authorize Public Announcements in Electronic Format - Limit Rights of Odd-Lot Holders - Update Terminoloy to Match that of New Corporate Law 3.1 Elect Director For For Management 3.2 Elect Director For For Management 3.3 Elect Director For For Management 4 Appoint Internal Statutory Auditor For For Management 5 Approve Amendment to Director For For Management Compensation Ceiling and Deep Discount Stock Option Plan for Directors - -------------------------------------------------------------------------------- ATHEROGENICS INC Ticker: AGIX Security ID: 047439104 Meeting Date: APR 26, 2006 Meeting Type: Annual Record Date: MAR 1, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael A. Henos For For Management 1.2 Elect Director Russell M. Medford For For Management 1.3 Elect Director Arthur M. Pappas For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AVALON PHARMACEUTICALS, INC. Ticker: AVRX Security ID: 05346P106 Meeting Date: JUN 9, 2006 Meeting Type: Annual Record Date: APR 28, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director A.G. Walton, Ph.D., D.Sc For For Management 1.2 Elect Director Kenneth C. Carter, Ph.D. For For Management 1.3 Elect Director Michael R. Kurman, M.D. For For Management 1.4 Elect Director Bradley G. Lorimier For For Management 1.5 Elect Director Ivor Royston, M.D. For For Management 1.6 Elect Director William A. Scott, Ph.D. For For Management 1.7 Elect Director Patrick Van Beneden For Withhold Management 1.8 Elect Director William H. Washecka For For Management 1.9 Elect Director Raymond J Whitaker, Ph.D. For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- BAYER AG Ticker: BAYZF Security ID: DE0005752000 Meeting Date: APR 28, 2006 Meeting Type: Annual Record Date: APR 7, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and For Did Not Management Statutory Reports; Allocation of Income Vote and Dividends of EUR 0.95 per Share 2 Approve Discharge of Management Board for For Did Not Management Fiscal 2005 Vote 3 Approve Discharge of Supervisory Board For Did Not Management for Fiscal 2005 Vote 4.1 Approve Creation of EUR 465 Million Pool For Did Not Management of Capital without Preemptive Rights Vote (Authorized Capital I) 4.2 Approve Creation of 186 Million Pool of For Did Not Management Capital with Preemptive Rights Vote (Authorized Capital II) 5 Amend Articles Re: Conducting of For Did Not Management Shareholder Meetings due to New German Vote Legislation (Law on Company Integrity and Modernization of the Right of Avoidance) 6 Authorize Share Repurchase Program and For Did Not Management Reissuance of Repurchased Shares Vote 7 Approve Affiliation Agreements with a For Did Not Management Subsidiary (Bayfin GmbH) Vote 8 Ratify PricewaterhouseCoopers AG as For Did Not Management Auditors for Fiscal 2006 Vote - -------------------------------------------------------------------------------- BIOCRYST PHARMACEUTICALS, INC. Ticker: BCRX Security ID: 09058V103 Meeting Date: MAY 17, 2006 Meeting Type: Annual Record Date: MAR 20, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J. Claude Bennett, M.D. For For Management 1.2 Elect Director Stephen R. Biggar, M.D., For For Management Ph.D. 1.3 Elect Director Zola P. Horovitz, Ph.D. For Withhold Management 1.4 Elect Director Randolph C. Steer, M.D., For For Management Ph.D. 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- BIOGEN IDEC, INC. Ticker: BIIB Security ID: 09062X103 Meeting Date: MAY 25, 2006 Meeting Type: Annual Record Date: MAR 31, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lawrence C. Best For For Management 1.2 Elect Director Alan B. Glassberg For For Management 1.3 Elect Director Robert W. Pangia For For Management 1.4 Elect Director William D.Young For For Management 2 Ratify Auditors For For Management 3 Approve Non-Employee Director Omnibus For For Management Stock Plan - -------------------------------------------------------------------------------- BOSTON SCIENTIFIC CORP. Ticker: BSX Security ID: 101137107 Meeting Date: MAR 31, 2006 Meeting Type: Special Record Date: FEB 22, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 Increase Authorized Common Stock For For Management 2 Issue Shares in Connection with an For For Management Acquisition - -------------------------------------------------------------------------------- BOSTON SCIENTIFIC CORP. Ticker: BSX Security ID: 101137107 Meeting Date: MAY 9, 2006 Meeting Type: Annual Record Date: MAR 17, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John E. Abele For For Management 1.2 Elect Director Joel L. Fleishman For For Management 1.3 Elect Director Ernest Mario For For Management 1.4 Elect Director Uwe E. Reinhardt For For Management 2.1 Elect Director Kristina M. Johnson, Ph.D. For For Management 2.2 Elect Director Nancy-Ann DeParle For For Management 3 Ratify Auditors For For Management 4 Approve Qualified Employee Stock Purchase For For Management Plan - -------------------------------------------------------------------------------- CADILA HEALTHCARE LTD Ticker: Security ID: INE010B01019 Meeting Date: JUL 26, 2005 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.M. Patel as Director For For Management 4 Reappoint P. Bhogilal as Director For For Management 5 Approve R.R. Patel & Co. as Auditors and For For Management Authorize Board to Fix Their Remuneration 6 Approve Sitting Fees for Nonexecutive For For Management Directors - -------------------------------------------------------------------------------- CAREMARK RX, INC. Ticker: CMX Security ID: 141705103 Meeting Date: MAY 10, 2006 Meeting Type: Annual Record Date: MAR 31, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director C. David Brown, II For For Management 1.2 Elect Director Harris Diamond For For Management 1.3 Elect Director C.A. Lance Piccolo For For Management 1.4 Elect Director Michael D. Ware For For Management 2 Report Policies For Political Against Against Shareholder Contributions - -------------------------------------------------------------------------------- CELGENE CORP. Ticker: CELG Security ID: 151020104 Meeting Date: FEB 16, 2006 Meeting Type: Special Record Date: JAN 17, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 Increase Authorized Common Stock For For Management - -------------------------------------------------------------------------------- CELGENE CORP. Ticker: CELG Security ID: 151020104 Meeting Date: JUN 14, 2006 Meeting Type: Annual Record Date: APR 27, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John W. Jackson For For Management 1.2 Elect Director Sol J. Barer, Ph.D. For For Management 1.3 Elect Director Robert J. Hugin For For Management 1.4 Elect Director Jack L. Bowman For For Management 1.5 Elect Director Michael D. Casey For For Management 1.6 Elect Director Rodman L. Drake For For Management 1.7 Elect Director A. Hull Hayes, Jr., Md For For Management 1.8 Elect Director Gilla Kaplan, Ph.D. For For Management 1.9 Elect Director Richard C.E. Morgan For For Management 1.10 Elect Director Walter L. Robb, Ph.D. For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CENTENE CORP. Ticker: CNC Security ID: 15135B101 Meeting Date: APR 25, 2006 Meeting Type: Annual Record Date: MAR 3, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert K. Ditmore For For Management 1.2 Elect Director Frederick H. Eppinger For For Management 1.3 Elect Director David L. Steward For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CENTENE CORP. Ticker: CNC Security ID: 15135B101 Meeting Date: JUL 22, 2005 Meeting Type: Special Record Date: JUN 9, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- CERNER CORP. Ticker: CERN Security ID: 156782104 Meeting Date: MAY 26, 2006 Meeting Type: Annual Record Date: MAR 31, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Clifford W. Illig For For Management 1.2 Elect Director William B. Neaves, Ph.D. For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- CHUGAI PHARMACEUTICAL CO. LTD. Ticker: 4519 Security ID: JP3519400000 Meeting Date: MAR 23, 2006 Meeting Type: Annual Record Date: DEC 31, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, Including For For Management the Following Dividends: Interim JY 12, Final JY 12, Special JY 10 2 Amend Articles to: Abolish Retirement For For Management Bonus System for Nonexecutive Directors and Statutory Auditors - Authorize Public Announcements in Electronic Format 3 Approve Corporate Split Agreement and For For Management Transfer of Operations to Wholly-Owned Subsidiary 4.1 Elect Director For For Management 4.2 Elect Director For For Management 4.3 Elect Director For For Management 4.4 Elect Director For For Management 4.5 Elect Director For For Management 4.6 Elect Director For For Management 4.7 Elect Director For For Management 4.8 Elect Director For For Management 4.9 Elect Director For For Management 4.10 Elect Director For For Management 5 Approve Executive Stock Option Plan For Against Management 6 Approve Retirement Bonus for Director and For Against Management Special Payments to Continuing Nonexecutive Directors and Statutory Auditors in Connection with Abolition of Retirement Bonus System 7 Approve Adjustment to Aggregate For For Management Compensation Ceiling for Statutory Auditors - -------------------------------------------------------------------------------- COLEY PHARMACEUTICAL GROUP, INC. Ticker: COLY Security ID: 19388P106 Meeting Date: JUN 21, 2006 Meeting Type: Annual Record Date: APR 24, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director R.L. Bratzler, Ph.D. For For Management - -------------------------------------------------------------------------------- CONOR MEDSYSTEMS, INC. Ticker: CONR Security ID: 208264101 Meeting Date: JUN 21, 2006 Meeting Type: Annual Record Date: APR 25, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John F. Shanley For For Management 1.2 Elect Director Steven B. Gerber, M.D. For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- COVANCE INC. Ticker: CVD Security ID: 222816100 Meeting Date: MAY 10, 2006 Meeting Type: Annual Record Date: MAR 20, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert Barchi For For Management 1.2 Elect Director Sandra L. Helton For For Management - -------------------------------------------------------------------------------- DEXCOM INC Ticker: DXCM Security ID: 252131107 Meeting Date: MAY 15, 2006 Meeting Type: Annual Record Date: APR 6, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kim D. Blickenstaff For For Management 1.2 Elect Director Terrance H. Gregg For For Management 2 Amend Omnibus Stock Plan For Against Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- DIAGNOSTIC PRODUCTS CORP. Ticker: DP Security ID: 252450101 Meeting Date: SEP 8, 2005 Meeting Type: Annual Record Date: JUL 15, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sidney A. Aroesty For For Management 1.2 Elect Director Frederick Frank For For Management 1.3 Elect Director Kenneth A. Merchant For For Management 1.4 Elect Director John H. Reith For For Management 1.5 Elect Director Dr. James D. Watson For For Management 1.6 Elect Director Ira Ziering For For Management 1.7 Elect Director Michael Ziering For For Management - -------------------------------------------------------------------------------- DOV PHARMACEUTICAL, INC. Ticker: DOVP Security ID: 259858108 Meeting Date: MAY 22, 2006 Meeting Type: Annual Record Date: APR 5, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel S. Van Riper For For Management 1.2 Elect Director Dennis G. Podlesak For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- EMAGEON INC. Ticker: EMAG Security ID: 29076V109 Meeting Date: MAY 25, 2006 Meeting Type: Annual Record Date: APR 21, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Roddy J.H. Clark For For Management 1.2 Elect Director John W. Thompson For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- EMDEON CORP Ticker: HLTH Security ID: 94769M105 Meeting Date: SEP 29, 2005 Meeting Type: Annual Record Date: AUG 5, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Neil F. Dimick For For Management 1.2 Elect Director Joseph E. Smith For For Management 2 Change Company Name For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- EV3 INC Ticker: EVVV Security ID: 26928A200 Meeting Date: MAY 9, 2006 Meeting Type: Annual Record Date: MAR 16, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J.M. Corbett For Withhold Management 1.2 Elect Director T.E. Timbie For For Management 2 Amend Omnibus Stock Plan For For Management 3 Approve Qualified Employee Stock Purchase For For Management Plan 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- EXELIXIS, INC Ticker: EXEL Security ID: 30161Q104 Meeting Date: MAY 1, 2006 Meeting Type: Annual Record Date: MAR 3, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles Cohen For For Management 1.2 Elect Director George Poste For For Management 1.3 Elect Director Jack Wyszomierski For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- FLAMEL TECHNOLOGIES S.A. Ticker: FLML Security ID: 338488109 Meeting Date: JUN 12, 2006 Meeting Type: Annual Record Date: MAY 4, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVAL OF STATUTORY ACCOUNTS FOR YEAR For Did Not Management ENDED 31 DECEMBER 2005 Vote 2 ALLOCATION OF RESULTS TO RETAINED For Did Not Management EARNINGS Vote 3 RENEWAL OF MR. ELIE VANNIER AS DIRECTOR For Did Not Management Vote 4 RENEWAL OF MR. CORNELIS BOONSTRA AS For Did Not Management DIRECTOR Vote 5 RENEWAL OF MR. FREDERIC LEMOINE AS For Did Not Management DIRECTOR Vote 6 RENEWAL OF MR. JOHN L. VOGELSTEIN AS For Did Not Management DIRECTOR Vote 7 RENEWAL OF MR. STEPHEN H. WILLARD AS For Did Not Management DIRECTOR Vote 8 RENEWAL OF MR. LODEWIJK J.R. DE VINK AS For Did Not Management DIRECTOR Vote 9 DETERMINATION OF THE ANNUAL AMOUNT OF For Did Not Management DIRECTORS ATTENDANCE FEES Vote 10 APPROVAL OF AGREEMENTS REFERRED TO IN For Did Not Management ARTICLE L.225-38 ET SEQ. OF THE Vote COMMERCIAL CODE 11 AUTHORITY GRANTED TO THE BOARD TO ISSUE For Did Not Management UP TO 150,000 WARRANTS RESERVED TO A Vote CATEGORY OF BENEFICIARIES; AUTHORIZING THE BOARD TO PROCEED WITH THE CAPITAL INCREASE SUBSEQUENT TO THE EXERCISE OF THESE WARRANTS AND TO ISSUE A MAXIMUM OF 150,000 NEW SHARES 12 INCREASE OF SHARE CAPITAL RESERVED TO THE Against Did Not Management COMPANY S EMPLOYEES AS CONTEMPLATED BY Vote ARTICLES OF THE COMMERCIAL AND LABOR CODE 13 AUTHORITY IN CONNECTION WITH FILING, For Did Not Management PUBLICATION, AND REGISTRATION FORMALITIES Vote - -------------------------------------------------------------------------------- GEN-PROBE, INC. Ticker: GPRO Security ID: 36866T103 Meeting Date: MAY 17, 2006 Meeting Type: Annual Record Date: MAR 24, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John W. Brown For For Management 1.2 Elect Director Henry L. Nordhoff For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- 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 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 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 - -------------------------------------------------------------------------------- GENMAB AS Ticker: Security ID: DK0010272202 Meeting Date: APR 25, 2006 Meeting Type: Annual Record Date: APR 4, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Report of Board None None Management 2 Approve Financial Statements and For For Management Discharge Directors 3 Approve Treatment of Net Loss For For Management 4 Reelect Ernst Schweizer and Irwin Lerner For For Management as Directors 5 Reappoint PriceWaterhouseCoopers as For For Management Auditors 6a Approve Creation of DKK 15 Million Pool For Against Management of Capital without Preemptive Rights; Authorize DKK 2 Million of Aforementioned Pool to be Issued to Employees 6b Approve Issuance of Warrants to Board For Against Management Members, Employees, and/or Consultants; Approve Creation of DKK 1.2 Million Pool of Capital to Guarantee Conversion Rights 6c Authorize Share Repurchase Program from For For Management Existing Warrant Holders up to 2 Percent of Share Capital - -------------------------------------------------------------------------------- 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 Against Shareholder Control) to shareholder Vote - -------------------------------------------------------------------------------- GILEAD SCIENCES, INC. Ticker: GILD Security ID: 375558103 Meeting Date: MAY 10, 2006 Meeting Type: Annual Record Date: MAR 22, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Paul Berg For For Management 1.2 Elect Director John F. Cogan For For Management 1.3 Elect Director Etienne F. Davignon For For Management 1.4 Elect Director James M. Denny For For Management 1.5 Elect Director John W. Madigan For For Management 1.6 Elect Director John C. Martin For For Management 1.7 Elect Director Gordon E. Moore For For Management 1.8 Elect Director Nicholas G. Moore For For Management 1.9 Elect Director Gayle E. Wilson For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Approve Executive Incentive Bonus Plan For For Management 5 Increase Authorized Common Stock For For Management 6 Report on Impact of HIV/AIDS, TB, and Against For Shareholder Malaria Pandemics - -------------------------------------------------------------------------------- GIVEN IMAGING Ticker: GIVN Security ID: M52020100 Meeting Date: MAY 30, 2006 Meeting Type: Annual Record Date: APR 28, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mr. Doron Birger For For Management 1.2 Elect Director Mr. Gavriel D. Meron For For Management 1.3 Elect Director Mr. Nachum Shamir For For Management 1.4 Elect Director Mr. Chen Barir For For Management 1.5 Elect Director Mr. Eyal Lifschitz For For Management 1.6 Elect Director Prof. Anat Leowenstein For For Management 2 TO APPROVE THE COMPENSATION AND THE For Against Management EMPLOYMENT AGREEMENT OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE COMPANY. 3 TO APPROVE THE COMPENSATION AND THE For Against Management EMPLOYMENT AGREEMENT OF THE EXECUTIVE VICE CHAIRMAN OF THE COMPANY S BOARD OF DIRECTORS. 4 TO APPROVE THE COMPANY S PROPOSED 2006 For Against Management EQUITY PLAN, AND RESERVE 2,500,000 ORDINARY SHARES FOR ISSUANCE THEREUNDER. 5 TO APPROVE THE EXTENSION OF For Against Management INDEMNIFICATION AND INSURANCE COVERAGE TO NEW DIRECTORS OF THE COMPANY. 6 TO RATIFY AND CONFIRM COMPENSATION FOR For Against Management NON-EMPLOYEE DIRECTORS OF THE COMPANY. 7 Ratify Auditors For For Management - -------------------------------------------------------------------------------- GLAXOSMITHKLINE PLC (FORMERLY GLAXO WELLCOME PLC ) Ticker: GLAXF Security ID: GB0009252882 Meeting Date: MAY 17, 2006 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and Statutory For For Management Reports 2 Approve Remuneration Report For For Management 3 Elect Moncef Slaoui as Director For For Management 4 Elect Tom de Swaan as Director For For Management 5 Re-elect Lawrence Culp as Director For For Management 6 Re-elect Sir Crispin Davis as Director For For Management 7 Re-elect Ronaldo Schmitz as Director For For Management 8 Reappoint PricewaterhouseCoopers LLP as For For Management Auditors of the Company 9 Authorize Audit Committee to Fix For For Management Remuneration of Auditors 10 Approve the Company to Make EU Political For For Management Organisation Donations up to GBP 50,000 and Incur EU Political Expenditure up to GBP 50,000 11 Authorise Issue of Equity or For For Management Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 485,201,557 12 Authorise Issue of Equity or For For Management Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 72,780,233 13 Authorise 582,241,869 Ordinary Shares for For For Management Market Purchase - -------------------------------------------------------------------------------- HEALTH NET, INC. Ticker: HNT Security ID: 42222G108 Meeting Date: MAY 11, 2006 Meeting Type: Annual Record Date: MAR 22, 2006 # 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 Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- HEMOSENSE, INC. Ticker: HEM Security ID: 423691104 Meeting Date: MAR 16, 2006 Meeting Type: Annual Record Date: FEB 8, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert D. Ulrich, Ph.D. For For Management 1.2 Elect Director Kurt C. Wheeler For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- HUMANA INC. Ticker: HUM Security ID: 444859102 Meeting Date: APR 27, 2006 Meeting Type: Annual Record Date: MAR 6, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David A. Jones, Jr. For For Management 1.2 Elect Director Frank A. D' Amelio For For Management 1.3 Elect Director W. Roy Dunbar For For Management 1.4 Elect Director Kurt J. Hilzinger For For Management 1.5 Elect Director Michael B. McCallister For For Management 1.6 Elect Director James J. O'Brien For For Management 1.7 Elect Director W. Ann Reynolds For For Management 1.8 Elect Director James O. Robbins For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- INHIBITEX INC Ticker: INHX Security ID: 45719T103 Meeting Date: MAY 18, 2006 Meeting Type: Annual Record Date: MAR 31, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carl E. Brooks For For Management 1.2 Elect Director Robert A. Hamm For For Management 1.3 Elect Director Louis W. Sullivan, M.D. For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- INTERCELL AG Ticker: Security ID: AT0000612601 Meeting Date: MAY 12, 2006 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None Did Not Management Statutory Reports Vote 2 Approve Discharge of Management Board For Did Not Management Vote 3.a Approve Discharge of Supervisory Board For Did Not Management Vote 3.b Approve Remuneration of Supervisory Board For Did Not Management Members Vote 4 Elect Supervisory Board Members For Did Not Management Vote 5.a Approve Stock Option Plan for Supervisory For Did Not Management Board Members Vote 5.b Approve Creation of EUR 1.5 Million Pool For Did Not Management of Capital to Service Employee Stock Vote Options 5.c Approve Extension of Vesting Period for For Did Not Management Options Granted to Management Board in Vote 2001 until 2007 6 Approve Creation of EUR 10 Million Pool For Did Not Management of Capital without Preemptive Rights Vote 7 Amend Articles to Reflect Changes in For Did Not Management Capital Vote 8 Ratify Auditors For Did Not Management Vote - -------------------------------------------------------------------------------- INTUITIVE SURGICAL INC Ticker: ISRG Security ID: 46120E602 Meeting Date: MAY 19, 2006 Meeting Type: Annual Record Date: APR 5, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lonnie M. Smith For For Management 1.2 Elect Director Richard J. Kramer For For Management - -------------------------------------------------------------------------------- IVAX CORP. Ticker: IVX Security ID: 465823102 Meeting Date: AUG 3, 2005 Meeting Type: Annual Record Date: JUN 10, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Betty G. Amos For For Management 1.2 Elect Director Mark Andrews For For Management 1.3 Elect Director Jack Fishman Ph.D. For For Management 1.4 Elect Director Neil Flanzraich For For Management 1.5 Elect Director Phillip Frost M.D. For For Management 1.6 Elect Director Jane Hsiao Ph.D. For For Management 1.7 Elect Director Richard M. Krasno Ph.D. For For Management 1.8 Elect Director David A. Lieberman For For Management 1.9 Elect Director Richard C. Pfenniger Jr. For For Management 1.10 Elect Director Bertram Pitt M.D. For For Management 1.11 Elect Director Z.P. Zachariah M.D. 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 - -------------------------------------------------------------------------------- LEXICON GENETICS, INC. Ticker: LEXG Security ID: 528872104 Meeting Date: APR 26, 2006 Meeting Type: Annual Record Date: MAR 7, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Arthur T. Sands, M.D., For For Management Ph.D. 1.2 Elect Director Frank Palantoni For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- LUPIN LTD. ( FRMRLY. LUPIN LABORATORIES) Ticker: Security ID: INE326A01029 Meeting Date: JUL 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 Dividends of INR 6.5 Per Share For For Management 3 Reappoint M.D. Gupta as Director For For Management 4 Reappoint P.K. Kaui as Director For For Management 5 Approve S.S. Kapoor & Co. as Auditors and For For Management Authorize Board to Fix Their Remuneration 6 Approve Reappointment and Remuneration of For For Management D. Bandhu Gupta, Executive Director 7 Approve Reappointment and Remuneration of For For Management M.D. Gupta, Executive Director 8 Approve Reappointment and Remuneration of For For Management K.K. Sharma, Managing Director 9 Approve Payment of Sitting Fees to For For Management Nonexecutive Directors 10 Approve Commission Remuneration of For For Management Nonexecutive Directors 11 Approve Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights 12 Approve Stock Option Plan For For Management 13 Approve Stock Option Plan for For For Management Subsidiaries 14 Approve Formation of Subsidiary For For Management 15 Approve Pledging of Assets for Debt For For Management - -------------------------------------------------------------------------------- MEDAREX, INC. Ticker: MEDX Security ID: 583916101 Meeting Date: MAY 18, 2006 Meeting Type: Annual Record Date: MAR 21, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Donald L. Drakeman, Ph.D. For For Management 1.2 Elect Director Ronald J. Saldarini, Ph.D. For For Management 1.3 Elect Director Charles R. Schaller 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 24, 2006 Meeting Type: Annual Record Date: MAR 29, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lawrence S. Lewin For For Management 1.2 Elect Director Charles M. Lillis For For Management 1.3 Elect Director Edward H. Shortliffe, For For Management M.D., Ph.D. 1.4 Elect Director David D. Stevens For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MEDTRONIC, INC. Ticker: MDT Security ID: 585055106 Meeting Date: AUG 25, 2005 Meeting Type: Annual Record Date: JUL 1, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Shirley Ann Jackson, Ph.D. For For Management 1.2 Elect Director Denise M. O'Leary For For Management 1.3 Elect Director Jean-Pierre Rosso For For Management 1.4 Elect Director Jack W. Schuler For For Management 2 Ratify Auditors For For Management 3 Approve Qualified Employee Stock Purchase For For Management Plan 4 Amend Non-Employee Director Stock Option For For Management Plan - -------------------------------------------------------------------------------- MILLENNIUM PHARMACEUTICALS, INC. Ticker: MLNM Security ID: 599902103 Meeting Date: MAY 4, 2006 Meeting Type: Annual Record Date: MAR 8, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Deborah Dunsire For For Management 1.2 Elect Director Robert F. Friel For For Management 1.3 Elect Director Norman C. Selby For For Management 2 Amend Qualified Employee Stock Purchase For For Management Plan 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NEKTAR THERAPEUTICS Ticker: NKTR Security ID: 640268108 Meeting Date: JUN 1, 2006 Meeting Type: Annual Record Date: APR 5, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert B. Chess For For Management 1.2 Elect Director Susan Wang For For Management 1.3 Elect Director Roy A. Whitfield For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NEUROMETRIX, INC. Ticker: NURO Security ID: 641255104 Meeting Date: MAY 24, 2006 Meeting Type: Annual Record Date: MAR 31, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Shai N. Gozani, Md, Phd For For Management 1.2 Elect Director Charles R. Lamantia For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NICHOLAS PIRAMAL INDIA LTD Ticker: Security ID: INE140A01024 Meeting Date: JUL 7, 2005 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and Statutory For For Management Reports 2 Approve Dividends on Preference and For For Management Common Shares 3 Reappoint U.A. Piramal as Director For For Management 4 Reappoint Y.H. Malegam as Director For For Management 5 Reappoint G.P. Goenka as Director For For Management 6 Approve Price Waterhouse as Auditors and For For Management Authorize Board to Fix Their Remuneration 7 Appoint M.R. Shroff as Director For For Management 8 Approve Increase in Limit on Foreign For For Management Shareholdings to 49 Percent 9 Approve Commission Remuneration of For For Management Nonexecutive Directors 10 Approve Sitting Fees for Nonexecutive For For Management Directors - -------------------------------------------------------------------------------- NOVARTIS AG Ticker: Security ID: CH0012005267 Meeting Date: FEB 28, 2006 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 1.15 per Share Vote 4 Approve CHF 5.1 Million Reduction in For Did Not Management Share Capital Vote 5 Amend Articles to Remove 12-Year Term For Did Not Management Limit for Board Members Vote 6.1 Accept Retirement of Helmut Sihler as For Did Not Management Director Vote 6.2.a Reelect Srikant Datar as Director For Did Not Management Vote 6.2.b Reelect William George as Director For Did Not Management Vote 6.2.c Reelect Wendelin Wiedeking as Director For Did Not Management Vote 6.2.d Reelect Rolf Zinkernagel as Director For Did Not Management Vote 6.3 Elect Andreas von Planta as Director For Did Not Management Vote 7 Ratify PricewaterhouseCoopers AG as For Did Not Management Auditors Vote - -------------------------------------------------------------------------------- ONYX PHARMACEUTICALS, INC. Ticker: ONXX Security ID: 683399109 Meeting Date: MAY 25, 2006 Meeting Type: Annual Record Date: APR 18, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Paul Goddard, Ph.D. For For Management 1.2 Elect Director Antonio J. Grillo-Lopez, For For Management M.D. 1.3 Elect Director Wendell Wierenga, Ph.D. For For Management 2 Increase Authorized Common Stock For For Management 3 Amend Qualified Employee Stock Purchase For For Management Plan 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ORION OYJ Ticker: Security ID: FI0009800346 Meeting Date: DEC 19, 2005 Meeting Type: Special Record Date: DEC 9, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Demerger For Did Not Management Vote 2 Approve EUR 53 Million Reduction in For Did Not Management Premium Fund Vote - -------------------------------------------------------------------------------- ORTHOFIX INTERNATIONAL Ticker: OFIX Security ID: N6748L102 Meeting Date: JUN 27, 2006 Meeting Type: Annual Record Date: MAY 2, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James F. Gero For For Management 1.2 Elect Director Peter J. Hewett For For Management 1.3 Elect Director Charles W. Federico For For Management 1.4 Elect Director Robert Gaines-Cooper For For Management 1.5 Elect Director Jerry C. Benjamin 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 16). 3 PROPOSAL TO APPROVE AMENDMENTS TO THE For For Management ARTICLES OF ASSOCIATION (ARTICLE 4). 4 PROPOSAL TO APPROVE BALANCE SHEET AND For For Management INCOME STATEMENT AT AND FOR THE YEAR ENDED DECEMBER 31, 2005. 5 PROPOSAL TO RATIFY THE SELECTION OF ERNST For For Management & YOUNG AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ORTHOFIX AND ITS SUBSIDIARIES FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006. - -------------------------------------------------------------------------------- PDL BIOPHARMA INC Ticker: PDLI Security ID: 69329Y104 Meeting Date: JUN 14, 2006 Meeting Type: Annual Record Date: APR 27, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Karen A. Dawes For For Management 1.2 Elect Director Bradford S. Goodwin For For Management 1.3 Elect Director Mark Mcdade For For Management 2 Ratify Auditors For For Management 3 Adjourn Meeting For Against Management - -------------------------------------------------------------------------------- PFIZER INC. Ticker: PFE Security ID: 717081103 Meeting Date: APR 27, 2006 Meeting Type: Annual Record Date: MAR 1, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael S. Brown For For Management 1.2 Elect Director M. Anthony Burns For For Management 1.3 Elect Director Robert N. Burt For For Management 1.4 Elect Director W. Don Cornwell For For Management 1.5 Elect Director William H. Gray, III For For Management 1.6 Elect Director Constance J. Horner For For Management 1.7 Elect Director William R. Howell For For Management 1.8 Elect Director Stanley O. Ikenberry For For Management 1.9 Elect Director George A. Lorch For For Management 1.10 Elect Director Henry A. McKinnell For For Management 1.11 Elect Director Dana G. Mead For For Management 1.12 Elect Director Ruth J. Simmons For For Management 1.13 Elect Director William C. Steere, Jr. For For Management 2 Ratify Auditors For For Management 3 Reduce Supermajority Vote Requirement For For Management 4 Establish Term Limits for Directors Against Against Shareholder 5 Social Proposal Against Against Shareholder 6 Restore or Provide for Cumulative Voting Against Against Shareholder 7 Separate Chairman and CEO Positions Against Against Shareholder 8 Report on Political Contributions Against Against Shareholder 9 Report on Animal Welfare Policy Against Against Shareholder 10 Reort on Animal-based Testing Against Against Shareholder - -------------------------------------------------------------------------------- PHARMING GROUP N.V. Ticker: Security ID: NL0000377018 Meeting Date: APR 26, 2006 Meeting Type: Annual Record Date: APR 19, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Report of Management Board, None Did Not Management Including Implementation of Dutch Vote Corporate Governance Code 2 Approve Financial Statements and For Did Not Management Statutory Reports Vote 3a Approve Discharge of Management Board For Did Not Management Vote 3b Approve Discharge of Supervisory Board For Did Not Management Vote 4 Approve Acquisition of DNage B.V. None Did Not Management Vote 5a Approve Remuneration Report Containing For Did Not Management Remuneration Policy for Management Board Vote Members 5b Approve Incentive Stock Option Plan For Did Not Management Vote 6 Elect Members to Management Board For Did Not Management Vote 7 Elect Members to Supervisory Board For Did Not Management Vote 8 Ratify Ernst & Young Accountants as For Did Not Management Auditors Vote 9a Grant Board Authority to Issue Authorized For Did Not Management Shares and Restrict/Exclude Preemptive Vote Rights 9b Authorize Repurchase of Up to Ten Percent For Did Not Management of Issued Share Capital Vote 10 Other Business None Did Not Management Vote - -------------------------------------------------------------------------------- PROGENICS PHARMACEUTICALS, INC Ticker: PGNX Security ID: 743187106 Meeting Date: JUN 12, 2006 Meeting Type: Annual Record Date: APR 13, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles A. Baker For For Management 1.2 Elect Director Kurt W. Briner For For Management 1.3 Elect Director Mark F. Dalton For For Management 1.4 Elect Director Stephen P. Goff, Ph.D. For Withhold Management 1.5 Elect Director Paul F. Jacobson For For Management 1.6 Elect Director Paul J. Maddon, M.D., For For Management Ph.D. 1.7 Elect Director David A. Scheinberg, M.D., For For Management Ph.D. 2 Ratify Auditors For For Management 3 Other Business For Against Management - -------------------------------------------------------------------------------- RENOVIS, INC Ticker: RNVS Security ID: 759885106 Meeting Date: JUN 5, 2006 Meeting Type: Annual Record Date: APR 13, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Anthony B. Evnin, Ph.D. For For Management 1.2 Elect Director Judith A. Hemberger Phd For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- SANOFI-AVENTIS (FORMERLY SANOFI-SYNTHELABO ) Ticker: Security ID: FR0000120578 Meeting Date: MAY 31, 2006 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 1.52 per Share Vote 4 Approve Special Auditors' Report For Did Not Management Regarding Related-Party Transactions Vote 5 Reelect Lord Douro as Director For Did Not Management Vote 6 Elect Gerard Le Fur as Director For Did Not Management Vote 7 Ratify Ernst & Young Audit as Auditor For Did Not Management Vote 8 Ratify Auditex as Alternate Auditor For Did Not Management Vote 9 Approve Remuneration of Directors in the For Did Not Management Aggregate Amount of EUR 1.2 Million Vote 10 Authorize Repurchase of Up to Ten Percent For Did Not Management of Issued Share Capital Vote 11 Approve Merger by Absorption of Rhone For Did Not Management Cooper by Sanofi-Aventis, Approve its Vote Remuneration, and Approve Capital Increase in Connection with the Merger 12 Allocation of Merger Premium For Did Not Management Vote 13 Acknowledge Definitive Realisation of For Did Not Management Merger on May 31, 2006, and Capital Vote Increase in Connection with the Merger 14 Amend Articles of Association Re: Change For Did Not Management in Capital Pursuant to Items Above Vote 15 Amend Articles of Association Board For Did Not Management Related Re: Term of Mandate of Chairman Vote 16 Authorize Filling of Required For Did Not Management Documents/Other Formalities Vote - -------------------------------------------------------------------------------- SHIRE PLC (FORMERLY SHIRE PHARMACEUTICALS GROUP PLC) Ticker: SHPGY Security ID: 82481R106 Meeting Date: JUL 27, 2005 Meeting Type: Special Record Date: JUN 27, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 TO APPROVE THE ACQUISITION (AS DEFINED IN For For Management THE CIRCULAR DATED JUNE 27, 2005.) - -------------------------------------------------------------------------------- SIRNA THERAPEUTICS, INC. Ticker: RNAI Security ID: 829669100 Meeting Date: JUN 14, 2006 Meeting Type: Annual Record Date: MAY 1, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mr. J.L.Curnock Cook For For Management 1.2 Elect Director Dr. Dennis H. Langer For For Management 1.3 Elect Director Mr. Lutz Lingnau For For Management 1.4 Elect Director Mr. Howard W. Robin For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- SKYEPHARMA PLC Ticker: SKYEF Security ID: GB0008123571 Meeting Date: JUL 18, 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 Reappoint PricewaterhouseCoopers LLP as For For Management Auditors and Authorise the Board to Determine Their Remuneration 4.1 Re-elect Michael Ashton as Director For For Management 4.2 Re-elect Stephen Harris as Director For For Management 4.3 Re-elect Jerry Karabelas as Director For For Management 4.4 Re-elect Sir Michael Beavis as Director For For Management 4.5 Re-elect Keith Mansford as Director For For Management 4.6 Elect Alan Bray as Director For For Management 5 Authorise Issue of Equity or For For Management Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 20,746,624 6 Authorise Issue of Equity or For For Management Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 3,111,993 7 Authorise Market Purchase of Ordinary For For Management Shares up to GBP 6,223,987 - -------------------------------------------------------------------------------- SONOSITE INC. Ticker: SONO Security ID: 83568G104 Meeting Date: APR 25, 2006 Meeting Type: Annual Record Date: MAR 8, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kirby L. Cramer For For Management 1.2 Elect Director Carmen L. Dierson For For Management 1.3 Elect Director Kevin M. Goodwin For For Management 1.4 Elect Director Edward V. Fritzky For For Management 1.5 Elect Director S.R. Goldstein, M.D. For For Management 1.6 Elect Director Paul V. Haack For For Management 1.7 Elect Director Robert G. Hauser, M.D. For For Management 1.8 Elect Director W.G. Parzybok, Jr. For For Management 1.9 Elect Director Jeffrey Pfeffer, Ph.D. For For Management 1.10 Elect Director Jacques Souquet, Ph.D. For For Management 2 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 - -------------------------------------------------------------------------------- STEREOTAXIS INC Ticker: STXS Security ID: 85916J102 Meeting Date: MAY 25, 2006 Meeting Type: Annual Record Date: MAR 28, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Christoper Alafi, Ph.D. For For Management 1.2 Elect Director Ralph G. Dacey, Jr., M.D. For For Management 1.3 Elect Director Abhijeet J. Lele For For Management 1.4 Elect Director Robert J. Messey For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- SUN PHARMACEUTICAL INDUS. LTD. Ticker: Security ID: INE044A01028 Meeting Date: JUN 6, 2006 Meeting Type: Court Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Scheme of Arrangement Between Sun For For Management Pharmaceutical Industries Ltd. and Sun Pharma Advanced Research Co. Ltd. - -------------------------------------------------------------------------------- SUN PHARMACEUTICAL INDUS. LTD. Ticker: Security ID: INE044A01028 Meeting Date: SEP 30, 2005 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 - -------------------------------------------------------------------------------- SUN PHARMACEUTICAL INDUS. LTD. Ticker: Security ID: INE044A01028 Meeting Date: SEP 30, 2005 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.T. Desai as Director For For Management 4 Reappoint D.S. Shanghvi as Director For For Management 5 Approve Deloitte Haskins & Sells as For For Management Auditors and Authorize Board to Fix Their Remuneration 6 Approve Remuneration of S.T. Desai, For For Management Executive Director - -------------------------------------------------------------------------------- TELIK, INC. Ticker: TELK Security ID: 87959M109 Meeting Date: MAY 25, 2006 Meeting Type: Annual Record Date: MAR 28, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stefan Ryser, Ph.D. For For Management 1.2 Elect Director Robert W. Frick For For Management 1.3 Elect Director Mary Ann Gray, Ph.D. For For Management 2 Ratify Auditors For For Management 3 Amend Non-Employee Director Stock Option For Against Management Plan - -------------------------------------------------------------------------------- THORATEC CORP. Ticker: THOR Security ID: 885175307 Meeting Date: MAY 25, 2006 Meeting Type: Annual Record Date: APR 18, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gerhard F. Burbach For For Management 1.2 Elect Director Howard E. Chase For For Management 1.3 Elect Director J. Daniel Cole For For Management 1.4 Elect Director Neil F. Dimick For For Management 1.5 Elect Director D. Keith Grossman For For Management 1.6 Elect Director J. Donald Hill, M.D. For For Management 1.7 Elect Director William M. Hitchcock For For Management 1.8 Elect Director George W. Holbrook, Jr. For For Management 1.9 Elect Director Daniel M. Mulvena For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- 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 For 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 For Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Election Against For Shareholder of Directors - -------------------------------------------------------------------------------- VARIAN MEDICAL SYSTEMS INC Ticker: VAR Security ID: 92220P105 Meeting Date: FEB 16, 2006 Meeting Type: Annual Record Date: DEC 19, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Timothy E. Guertin For For Management 1.2 Elect Director David W. Martin For For Management 1.3 Elect Director R Naumann-Etienne For For Management 1.4 Elect Director Kent J. Thiry For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- VERTEX PHARMACEUTICALS INC. Ticker: VRTX Security ID: 92532F100 Meeting Date: MAY 11, 2006 Meeting Type: Annual Record Date: MAR 14, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Eric K. Brandt For For Management 1.2 Elect Director Bruce I. Sachs For For Management 1.3 Elect Director Eve E. Slater, M.D. For For Management 2 Approve Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- WELLCARE HEALTH PLANS INC Ticker: WCG Security ID: 94946T106 Meeting Date: JUN 7, 2006 Meeting Type: Annual Record Date: APR 20, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Andrew Agwunobi, M.D. For For Management 1.2 Elect Director R. Jose King-Shaw, Jr. For For Management 1.3 Elect Director Christian P. Michalik For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- WELLPOINT INC Ticker: WLP Security ID: 94973V107 Meeting Date: MAY 16, 2006 Meeting Type: Annual Record Date: MAR 24, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lenox D. Baker, Jr., M.D. For For Management 1.2 Elect Director Susan B. Bayh For For Management 1.3 Elect Director Larry C. Glasscock For For Management 1.4 Elect Director Julie A. Hill For For Management 1.5 Elect Director Ramiro G. Peru For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- WYETH Ticker: WYE Security ID: 983024100 Meeting Date: APR 27, 2006 Meeting Type: Annual Record Date: MAR 3, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert Essner For For Management 1.2 Elect Director John D. Feerick For For Management 1.3 Elect Director Frances D. Fergusson, For For Management Ph.D. 1.4 Elect Director Victor F. Ganzi For For Management 1.5 Elect Director Robert Langer For For Management 1.6 Elect Director John P. Mascotte For For Management 1.7 Elect Director Mary Lake Polan, M.D., For For Management Ph.D. 1.8 Elect Director Gary L. Rogers For For Management 1.9 Elect Director Ivan G. Seidenberg For For Management 1.10 Elect Director Walter V. Shipley For For Management 1.11 Elect Director John R. Torell, III For For Management 2 Ratify Auditors For For Management 3 Approve Non-Employee Director Omnibus For For Management Stock Plan 4 Report on Product Availability in Canada Against For Shareholder 5 Report on Political Contributions Against Against 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 Against Shareholder 9 Adopt Simple Majority Vote Requirement Against For Shareholder ========== 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 24, 2006