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 811-06669 Name of Fund: Merrill Lynch Fundamental Growth 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 Fundamental Growth 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: 08/31/2006 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: 811-06669 Reporting Period: 07/01/2005 - 06/30/2006 Merrill Lynch Fundamental Growth Fund, Inc. ================= MERRILL LYNCH FUNDAMENTAL GROWTH FUND, INC. ================== 3M CO Ticker: MMM Security ID: 88579Y101 Meeting Date: MAY 9, 2006 Meeting Type: Annual Record Date: MAR 10, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Linda G. Alvarado For For Management 1.2 Elect Director Edward M. Liddy For For Management 1.3 Elect Director Robert S. Morrison For For Management 1.4 Elect Director Aulana L. Peters For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors For For Management 4 Performance-Based Against Against Shareholder 5 Adopt Animal Welfare Policy Against Against Shareholder 6 Implement China Principles Against Against Shareholder - -------------------------------------------------------------------------------- AIR PRODUCTS & CHEMICALS, INC. Ticker: APD Security ID: 009158106 Meeting Date: JAN 26, 2006 Meeting Type: Annual Record Date: NOV 30, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mario L. Baeza For For Management 1.2 Elect Director Edward E. Hagenlocker For For Management 1.3 Elect Director Terrence Murray For For Management 1.4 Elect Director Charles H. Noski For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Approve Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- ALCON INC. Ticker: ACL Security ID: H01301102 Meeting Date: MAY 2, 2006 Meeting Type: Annual Record Date: MAR 23, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVAL OF THE 2005 ANNUAL REPORT AND For Did Not Management ACCOUNTS OF ALCON, INC. AND THE 2005 Vote CONSOLIDATED FINANCIAL STATEMENTS OF ALCON, INC. AND SUBSIDIARIES 2 APPROPRIATION OF AVAILABLE EARNINGS AND For Did Not Management PROPOSED DIVIDEND TO SHAREHOLDERS FOR THE Vote FINANCIAL YEAR 2005 3 DISCHARGE OF THE MEMBERS OF THE BOARD OF For Did Not Management DIRECTORS FOR THE FINANCIAL YEAR 2005 Vote 4 ELECTION OF KPMG KLYNVELD PEAT MARWICK For Did Not Management GOERDELER SA, ZURICH, AS GROUP AND PARENT Vote COMPANY AUDITORS 5 ELECTION OF ZENSOR REVISIONS AG, ZUG, AS For Did Not Management SPECIAL AUDITORS Vote 6 ELECTION TO THE BOARD OF DIRECTORS OF For Did Not Management PHIL GEIER Vote 7 ELECTION TO THE BOARD OF DIRECTORS OF For Did Not Management PAUL POLMAN Vote 8 ELECTION TO THE BOARD OF DIRECTORS OF JOE For Did Not Management WELLER Vote 9 APPROVAL OF SHARE CANCELLATION For Did Not Management Vote - -------------------------------------------------------------------------------- ALTRIA GROUP, INC. Ticker: MO Security ID: 02209S103 Meeting Date: APR 27, 2006 Meeting Type: Annual Record Date: MAR 6, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Elizabeth E. Bailey For For Management 1.2 Elect Director Harold Brown For For Management 1.3 Elect Director Mathis Cabiallavetta For For Management 1.4 Elect Director Louis C. Camilleri For For Management 1.5 Elect Director J. Dudley Fishburn For For Management 1.6 Elect Director Robert E. R. Huntley For For Management 1.7 Elect Director Thomas W. Jones For For Management 1.8 Elect Director George Munoz For For Management 1.9 Elect Director Lucio A. Noto For For Management 1.10 Elect Director John S. Reed For For Management 1.11 Elect Director Stephen M. Wolf For For Management 2 Ratify Auditors For For Management 3 Separate Chairman and CEO Positions Against Against Shareholder 4 Adopt ILO Standards Against Against Shareholder 5 Inform African Americans of Health Risks Against Against Shareholder Associated with Menthol Cigarettes 6 Establish Fire Safety Standards for Against Against Shareholder Cigarettes 7 Adopt Animal Welfare Policy Against Against Shareholder 8 Support Legislation to Reduce Smoking Against Against Shareholder 9 Provide Information on Second Hand Smoke Against Against Shareholder - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- BAKER HUGHES INCORPORATED Ticker: BHI Security ID: 057224107 Meeting Date: APR 27, 2006 Meeting Type: Annual Record Date: MAR 1, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Larry D. Brady For For Management 1.2 Elect Director Clarence P. Cazalot, Jr. For For Management 1.3 Elect Director Chad C. Deaton For For Management 1.4 Elect Director Edward P. Djerejian For For Management 1.5 Elect Director Anthony G. Fernandes For For Management 1.6 Elect Director Claire W. Gargalli For For Management 1.7 Elect Director James A. Lash For For Management 1.8 Elect Director James F. McCall For For Management 1.9 Elect Director J. Larry Nichols For For Management 1.10 Elect Director H. John Riley, Jr. For For Management 1.11 Elect Director Charles L. Watson For For Management 2 Ratify Auditors For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Amend Vote Requirements to Amend Against For Shareholder Articles/Bylaws/Charter - -------------------------------------------------------------------------------- BANK OF AMERICA CORP. Ticker: BAC Security ID: 060505104 Meeting Date: APR 26, 2006 Meeting Type: Annual Record Date: MAR 3, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William Barnet, III For For Management 1.2 Elect Director Frank P. Bramble, Sr. For For Management 1.3 Elect Director John T. Collins For For Management 1.4 Elect Director Gary L. Countryman For For Management 1.5 Elect Director Tommy R. Franks For For Management 1.6 Elect Director Paul Fulton For For Management 1.7 Elect Director Charles K. Gifford For For Management 1.8 Elect Director W. Steven Jones For For Management 1.9 Elect Director Kenneth D. Lewis For For Management 1.10 Elect Director Monica C. Lozano For For Management 1.11 Elect Director Walter E. Massey For For Management 1.12 Elect Director Thomas J. May For For Management 1.13 Elect Director Patricia E. Mitchell For For Management 1.14 Elect Director Thomas M. Ryan For For Management 1.15 Elect Director O. Temple Sloan, Jr. For For Management 1.16 Elect Director Meredith R. Spangler For For Management 1.17 Elect Director Robert L. Tillman For For Management 1.18 Elect Director Jackie M. Ward For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Publish Political Contributions Against Against Shareholder 5 Require a Majority Vote for the Election Against For Shareholder of Directors 6 Provide for an Independent Chairman Against Against Shareholder 7 Exclude Reference to Sexual Orientation Against Against Shareholder from the Company's EEO Statement - -------------------------------------------------------------------------------- BOEING CO., THE Ticker: BA Security ID: 097023105 Meeting Date: MAY 1, 2006 Meeting Type: Annual Record Date: MAR 3, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John H. Biggs For For Management 1.2 Elect Director John E. Bryson For For Management 1.3 Elect Director Linda Z. Cook For For Management 1.4 Elect Director William M. Daley For For Management 1.5 Elect Director Kenneth M. Duberstein For For Management 1.6 Elect Director John F. McDonnell For For Management 1.7 Elect Director W. James McNerney, Jr. For For Management 1.8 Elect Director Richard D. Nanula For For Management 1.9 Elect Director Rozanne L. Ridgway For For Management 1.10 Elect Director Mike S. Zafirovski For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Amend Omnibus Stock Plan For Against Management 4 Reduce Supermajority Vote Requirement For For Management 5 Ratify Auditors For For Management 6 Develop a Human Rights Policy Against Against Shareholder 7 Develop Ethical Criteria for Military Against Against Shareholder Contracts 8 Report on Charitable Contributions Against Against Shareholder 9 Require a Majority Vote for the Election Against For Shareholder of Directors 10 Separate Chairman and CEO Positions Against Against Shareholder - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- CATERPILLAR INC. Ticker: CAT Security ID: 149123101 Meeting Date: JUN 14, 2006 Meeting Type: Annual Record Date: APR 17, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David R. Goode For For Management 1.2 Elect Director James W. Owens For For Management 1.3 Elect Director Charles D. Powell For For Management 1.4 Elect Director Joshua I. Smith For For Management 2 Increase Authorized Common Stock For For Management 3 Approve Omnibus Stock Plan For Against Management 4 Approve Executive Incentive Bonus Plan For For Management 5 Ratify Auditors For For Management 6 Declassify the Board of Directors Against For Shareholder 7 Separate Chairman and CEO Positions Against Against Shareholder 8 Require a Majority Vote for the Election Against For Shareholder of Directors - -------------------------------------------------------------------------------- CITIGROUP INC. Ticker: C Security ID: 172967101 Meeting Date: APR 18, 2006 Meeting Type: Annual Record Date: FEB 24, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director C. Michael Armstrong For For Management 1.2 Elect Director Alain J.P. Belda For For Management 1.3 Elect Director George David For For Management 1.4 Elect Director Kenneth T. Derr For For Management 1.5 Elect Director John M. Deutch For For Management 1.6 Elect Director Roberto Hernandez Ramirez For For Management 1.7 Elect Director Ann Dibble Jordan For For Management 1.8 Elect Director Klaus Kleinfeld For For Management 1.9 Elect Director Andrew N. Liveris For For Management 1.10 Elect Director Dudley C. Mecum For For Management 1.11 Elect Director Anne M. Mulcahy For For Management 1.12 Elect Director Richard D. Parsons For For Management 1.13 Elect Director Charles Prince For For Management 1.14 Elect Director Dr. Judith Rodin For For Management 1.15 Elect Director Robert E. Rubin For For Management 1.16 Elect Director Franklin A. Thomas For For Management 2 Ratify Auditors For For Management 3 Reduce Supermajority Vote Requirement For For Management 4 Reduce Supermajority Vote Requirement For For Management 5 Reduce Supermajority Vote Requirement For For Management 6 End Issuance of Options and Prohibit Against Against Shareholder Repricing 7 Report on Political Contributions Against Against Shareholder 8 Report on Charitable Contributions Against Against Shareholder 9 Performance-Based Equity Awards Against Against Shareholder 10 Reimbursement of Expenses Incurred by Against Against Shareholder Shareholder(s) 11 Separate Chairman and CEO Positions Against Against Shareholder 12 Clawback of Payments Under Restatement Against Against Shareholder - -------------------------------------------------------------------------------- COACH, INC. Ticker: COH Security ID: 189754104 Meeting Date: NOV 2, 2005 Meeting Type: Annual Record Date: SEP 14, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joseph Ellis For For Management 1.2 Elect Director Lew Frankfort For For Management 1.3 Elect Director Gary Loveman For For Management 1.4 Elect Director Ivan Menezes For For Management 1.5 Elect Director Irene Miller For For Management 1.6 Elect Director Keith Monda For For Management 1.7 Elect Director Michael Murphy For For Management 2 Amend Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- COGNIZANT TECHNOLOGY SOLUTIONS CORP. Ticker: CTSH Security ID: 192446102 Meeting Date: JUN 13, 2006 Meeting Type: Annual Record Date: APR 20, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Venetia Kontogouris For For Management 1.2 Elect Director Thomas M. Wendel For For Management 2 Amend Omnibus Stock Plan For For Management 3 Increase Authorized Common Stock For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CONOCOPHILLIPS Ticker: COP Security ID: 20825C104 Meeting Date: MAY 10, 2006 Meeting Type: Annual Record Date: MAR 10, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard L. Armitage For For Management 1.2 Elect Director Richard H. Auchinleck For For Management 1.3 Elect Director Harald J. Norvik For For Management 1.4 Elect Director William K. Reilly For For Management 1.5 Elect Director Victoria J. Tschinkel For For Management 1.6 Elect Director Kathryn C. Turner For For Management 2 Ratify Auditors For For Management 3 Report Damage Resulting From Drilling Against Against Shareholder Inside the National Petroleum Reserve 4 Require a Majority Vote for the Election Against For Shareholder of Directors 5 Submit Supplemental Executive Retirement Against For Shareholder Plans to Shareholder vote 6 Report Accountability for Company's Against Against Shareholder Environmental Impacts due to Operation 7 Non-Employee Director Compensation Against Against Shareholder - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- DOW CHEMICAL COMPANY, THE Ticker: DOW Security ID: 260543103 Meeting Date: MAY 11, 2006 Meeting Type: Annual Record Date: MAR 13, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jacqueline K. Barton For For Management 1.2 Elect Director James A. Bell For For Management 1.3 Elect Director Barbara Hackman Franklin For For Management 1.4 Elect Director Andrew N. Liveris For For Management 1.5 Elect Director Geoffery E. Merszei For For Management 1.6 Elect Director J. Pedro Reinhard For For Management 1.7 Elect Director Ruth G. Shaw For For Management 1.8 Elect Director Paul G. Stern For For Management 2 Ratify Auditors For For Management 3 Report on Remediation Policies in Bhopal Against Against Shareholder 4 Report on Genetically Modified Organisms Against Against Shareholder 5 Evaluate Potential Links Between Company Against Against Shareholder Products and Asthma 6 Report on Security of Chemical Facilities Against Against Shareholder - -------------------------------------------------------------------------------- E.I. DU PONT DE NEMOURS & CO. Ticker: DD Security ID: 263534109 Meeting Date: APR 26, 2006 Meeting Type: Annual Record Date: MAR 6, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alain J.P. Belda For For Management 1.2 Elect Director Richard H. Brown For For Management 1.3 Elect Director Curtis J. Crawford For For Management 1.4 Elect Director John T. Dillon For For Management 1.5 Elect Director Eleuthere I. du Pont For For Management 1.6 Elect Director Charles O. Holliday, Jr. For For Management 1.7 Elect Director Lois D. Juliber For For Management 1.8 Elect Director Masahisa Naitoh For For Management 1.9 Elect Director Sean O'Keefe For For Management 1.10 Elect Director William K. Reilly For For Management 1.11 Elect Director Charles M. Vest For For Management 2 Ratify Auditors For For Management 3 Review Executive Compensation Against Against Shareholder 4 Report on Genetically Modified Organisms Against Against Shareholder 5 Performance-Based Against Against Shareholder 6 Report on Feasibility of Phasing out PFOA Against Against Shareholder 7 Report on Security of Chemical Facilities Against Against Shareholder - -------------------------------------------------------------------------------- EBAY INC. Ticker: EBAY Security ID: 278642103 Meeting Date: JUN 13, 2006 Meeting Type: Annual Record Date: APR 17, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William C. Ford, Jr. For For Management 1.2 Elect Director Dawn G. Lepore For For Management 1.3 Elect Director Pierre M. Omidyar For For Management 1.4 Elect Director Richard T. Sclosberg, III For For Management 2 Amend Stock Option Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- EXXON MOBIL CORP. Ticker: XOM Security ID: 30231G102 Meeting Date: MAY 31, 2006 Meeting Type: Annual Record Date: APR 6, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Boskin For For Management 1.2 Elect Director William W. George For For Management 1.3 Elect Director James R. Houghton For For Management 1.4 Elect Director William R. Howell For For Management 1.5 Elect Director Reatha Clark King For For Management 1.6 Elect Director Philip E. Lippincott For For Management 1.7 Elect Director Henry A. McKinnell, Jr. For For Management 1.8 Elect Director Marilyn Carlson Nelson For For Management 1.9 Elect Director Samuel J. Palmisano For For Management 1.10 Elect Director Walter V. Shipley For For Management 1.11 Elect Director J. Stephen Simon For For Management 1.12 Elect Director Rex W. Tillerson For For Management 2 Ratify Auditors For For Management 3 Provide for Cumulative Voting Against Against Shareholder 4 Require a Majority Vote for the Election Against For Shareholder of Directors 5 Company-Specific-Nominate Independent Against Against Shareholder Director with Industry Experience 6 Require Director Nominee Qualifications Against Against Shareholder 7 Non-Employee Director Compensation Against Against Shareholder 8 Separate Chairman and CEO Positions Against Against Shareholder 9 Review Executive Compensation Against For Shareholder 10 Link Executive Compensation to Social Against Against Shareholder Issues 11 Report on Political Contributions Against Against Shareholder 12 Report on Charitable Contributions Against Against Shareholder 13 Amend Equal Employment Opportunity Policy Against For Shareholder to Prohibit Discrimination Based on Sexual Orientation 14 Report on Damage Resulting from Drilling Against Against Shareholder for Oil and gas in Protected Areas 15 Report Accountability for Company's Against Against Shareholder Environmental Impacts due to Operation - -------------------------------------------------------------------------------- FLUOR CORP. Ticker: FLR Security ID: 343412102 Meeting Date: MAY 3, 2006 Meeting Type: Annual Record Date: MAR 8, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan L. Boeckmann For For Management 1.2 Elect Director Vilma S. Martinez For For Management 1.3 Elect Director Dean R. O'Hare For For Management 2 Ratify Auditors For For Management 3 Performance-Based Against Against Shareholder - -------------------------------------------------------------------------------- FRANKLIN RESOURCES, INC. Ticker: BEN Security ID: 354613101 Meeting Date: JAN 26, 2006 Meeting Type: Annual Record Date: NOV 30, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Samuel H. Armacost For For Management 1.2 Elect Director Harmon E. Burns For For Management 1.3 Elect Director Charles Crocker For For Management 1.4 Elect Director Joseph R. Hardiman For For Management 1.5 Elect Director Robert D. Joffe For For Management 1.6 Elect Director Charles B. Johnson For For Management 1.7 Elect Director Rupert H. Johnson, Jr. For For Management 1.8 Elect Director Thomas H. Kean For For Management 1.9 Elect Director Chutta Ratnathicam For For Management 1.10 Elect Director Peter M. Sacerdote For For Management 1.11 Elect Director Laura Stein For For Management 1.12 Elect Director Anne M. Tatlock For For Management 1.13 Elect Director Louis E. Woodworth For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- GENERAL ELECTRIC CO. Ticker: GE Security ID: 369604103 Meeting Date: APR 26, 2006 Meeting Type: Annual Record Date: FEB 27, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James I. Cash, Jr. For For Management 1.2 Elect Director Sir William M. Castell For For Management 1.3 Elect Director Ann M. Fudge For For Management 1.4 Elect Director Claudio X. Gonzalez For Withhold Management 1.5 Elect Director Jeffrey R. Immelt For For Management 1.6 Elect Director Andrea Jung For For Management 1.7 Elect Director Alan G. Lafley For For Management 1.8 Elect Director Robert W. Lane For For Management 1.9 Elect Director Ralph S. Larsen For For Management 1.10 Elect Director Rochelle B. Lazarus For For Management 1.11 Elect Director Sam Nunn For For Management 1.12 Elect Director Roger S. Penske For For Management 1.13 Elect Director Robert J. Swieringa For For Management 1.14 Elect Director Douglas A. Warner, III For For Management 1.15 Elect Director Robert C. Wright For For Management 2 Ratify Auditors For For Management 3 Restore or Provide for Cumulative Voting Against Against Shareholder 4 Adopt Policy on Overboarded Directors Against For Shareholder 5 Company-Specific -- One Director from the Against Against Shareholder Ranks of the Retirees 6 Separate Chairman and CEO Positions Against Against Shareholder 7 Require a Majority Vote for the Election Against Against Shareholder of Directors 8 Report on Environmental Policies Against Against Shareholder - -------------------------------------------------------------------------------- GENZYME CORP. Ticker: GENZ Security ID: 372917104 Meeting Date: MAY 25, 2006 Meeting Type: Annual Record Date: MAR 31, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Victor J. Dzau, M.D. For For Management 1.2 Elect Director Connie Mack, III For For Management 1.3 Elect Director Henri A. Termeer For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Non-Employee Director Stock Option For For Management Plan 4 Declassify the Board of Directors For For Management 5 Ratify Auditors For For Management 6 Submit Severance Agreement (Change in Against Against Shareholder Control) to shareholder Vote - -------------------------------------------------------------------------------- GOOGLE INC Ticker: GOOG Security ID: 38259P508 Meeting Date: MAY 11, 2006 Meeting Type: Annual Record Date: MAR 17, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Eric Schmidt For For Management 1.2 Elect Director Sergey Brin For For Management 1.3 Elect Director Larry Page For For Management 1.4 Elect Director L. John Doerr For For Management 1.5 Elect Director John L. Hennessy For For Management 1.6 Elect Director Arthur D. Levinson For For Management 1.7 Elect Director Ann Mather For For Management 1.8 Elect Director Michael Moritz For For Management 1.9 Elect Director Paul S. Otellini For For Management 1.10 Elect Director K. Ram Shriram For For Management 1.11 Elect Director Shirley M. Tilghman For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management 4 Company-Specific-Recapitalization Plan Against For Shareholder - -------------------------------------------------------------------------------- GRANT PRIDECO INC Ticker: GRP Security ID: 38821G101 Meeting Date: MAY 10, 2006 Meeting Type: Annual Record Date: MAR 21, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David J. Butters For For Management 1.2 Elect Director Eliot M. Fried For For Management 1.3 Elect Director Dennis R. Hendrix For For Management 1.4 Elect Director Harold E. Layman For For Management 1.5 Elect Director Sheldon B. Lubar For For Management 1.6 Elect Director Michael McShane For For Management 1.7 Elect Director Robert K. Moses, Jr. For For Management 1.8 Elect Director Joseph E. Reid For For Management 1.9 Elect Director David A. Trice For For Management 2 Approve Omnibus Stock Plan For For Management 3 Approve Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- HALLIBURTON CO. Ticker: HAL Security ID: 406216101 Meeting Date: MAY 17, 2006 Meeting Type: Annual Record Date: MAR 20, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan M. Bennett For For Management 1.2 Elect Director James R. Boyd For For Management 1.3 Elect Director Robert L. Crandall For For Management 1.4 Elect Director Kenneth T. Derr For For Management 1.5 Elect Director S.Malcolm Gillis For For Management 1.6 Elect Director W.R. Howell For For Management 1.7 Elect Director Ray L. Hunt For For Management 1.8 Elect Director David J. Lesar For For Management 1.9 Elect Director J.Landis Martin For For Management 1.10 Elect Director Jay A. Precourt For For Management 1.11 Elect Director Debra L. Reed For For Management 2 Ratify Auditors For For Management 3 Increase Authorized Common Stock For For Management 4 Amend Terms of Severance Payments to For For Management Executives 5 Review Human Rights Standards Against Against Shareholder 6 Require a Majority Vote for the Election Against For Shareholder of Directors 7 Amend Terms of Existing Poison Pill Against Against Shareholder - -------------------------------------------------------------------------------- HEWITT ASSOCIATES, INC. Ticker: HEW Security ID: 42822Q100 Meeting Date: FEB 1, 2006 Meeting Type: Annual Record Date: DEC 5, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bryan J. Doyle For For Management 1.2 Elect Director Julie S. Gordon For For Management 1.3 Elect Director Michele M. Hunt For Withhold Management 1.4 Elect Director Cary D. McMillan For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- INFOSYS TECHNOLOGIES LTD Ticker: Security ID: INE009A01021 Meeting Date: JUN 10, 2006 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 INR 8.5 Per For For Management Share and Special Dividend of INR 30 Per Share 3 Reappoint O. Goswami as Director For For Management 4 Reappoint S.A. Iyengar as Director For For Management 5 Reappoint S. Batni as Director For For Management 6 Reappoint R. Bijapurkar as Director For For Management 7 Approve Vacancy on the Board of Directors For For Management Resulting from Retirement of L. Pressler 8 Approve BSR & Co. as Auditors and For For Management Authorize Board to Fix Their Remuneration 9 Appoint D.L. Boyles as Director For For Management 10 Appoint J. Lehman as Director For For Management 11 Approve Remuneration of S.D. Shibulal, For For Management Executive Director 12 Approve Remuneration of T.V. Mohandas Pai For For Management and S. Batni, Executive Directors 13 Approve Increase in Authorized Capital to For For Management INR 3 Billion Divided into 600 Million Shares of INR 5 Each 14 Amend Article 3 of the Articles of For For Management Association to Reflect Increase in Capital 15 Authorize Capitalization of Reserves for For For Management Bonus Issue in the Ratio of One Share for Every One Existing Share Held - -------------------------------------------------------------------------------- ITT CORP. Ticker: ITT Security ID: 450911102 Meeting Date: MAY 9, 2006 Meeting Type: Annual Record Date: MAR 17, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven R. Loranger For For Management 1.2 Elect Director Curtis J. Crawford For For Management 1.3 Elect Director Christina A. Gold For For Management 1.4 Elect Director Ralph F. Hake For For Management 1.5 Elect Director John J. Hamre For For Management 1.6 Elect Director Raymond W. LeBoeuf For For Management 1.7 Elect Director Frank T. MacInnis For For Management 1.8 Elect Director Linda S. Sanford For For Management 1.9 Elect Director Markos I. Tambakeras For For Management 2 Ratify Auditors For For Management 3 Change Company Name For For Management - -------------------------------------------------------------------------------- LOCKHEED MARTIN CORP. Ticker: LMT Security ID: 539830109 Meeting Date: APR 27, 2006 Meeting Type: Annual Record Date: MAR 1, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director E.C. Aldridge, Jr. For For Management 1.2 Elect Director Nolan D. Archibald For For Management 1.3 Elect Director Marcus C. Bennett For For Management 1.4 Elect Director James O. Ellis, Jr. For For Management 1.5 Elect Director Gwendolyn S. King For For Management 1.6 Elect Director James M. Loy For For Management 1.7 Elect Director Douglas H. McCorkindale For For Management 1.8 Elect Director Eugene F. Murphy For For Management 1.9 Elect Director Joseph W. Ralston For For Management 1.10 Elect Director Frank Savage For For Management 1.11 Elect Director James M. Schneider For For Management 1.12 Elect Director Anne Stevens For For Management 1.13 Elect Director Robert J. Stevens For For Management 1.14 Elect Director James R. Ukropina For For Management 1.15 Elect Director Douglas C. Yearley For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Amend Articles/Bylaws/Charter-Non-Routine For For Management 5 Increase Disclosure of Executive Against For Shareholder Compensation 6 Adopt Simple Majority Vote Requirement Against For Shareholder 7 Report Equal Employment Opportunity Against For Shareholder Information 8 Report on Depleted Uranium Weapons Against Against Shareholder Components - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- MGI PHARMA, INC. Ticker: MOGN Security ID: 552880106 Meeting Date: MAY 9, 2006 Meeting Type: Annual Record Date: MAR 13, 2006 # 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 Dean J. Mitchell For For Management 1.5 Elect Director Leon O. Moulder, Jr. For For Management 1.6 Elect Director David B. Sharrock For For Management 1.7 Elect Director Waneta C. Tuttle, Ph.D. For For Management 1.8 Elect Director Arthur L. Weaver, M.D. For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MICROSOFT CORP. Ticker: MSFT Security ID: 594918104 Meeting Date: NOV 9, 2005 Meeting Type: Annual Record Date: SEP 9, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William H. Gates, III For For Management 1.2 Elect Director Steven A. Ballmer For For Management 1.3 Elect Director James I. Cash Jr. For For Management 1.4 Elect Director Dina Dublon For For Management 1.5 Elect Director Raymond V. Gilmartin For For Management 1.6 Elect Director A. Mclaughlin Korologos For For Management 1.7 Elect Director David F. Marquardt For For Management 1.8 Elect Director Charles H. Noski For For Management 1.9 Elect Director Helmut Panke For For Management 1.10 Elect Director Jon A. Shirley For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MSC INDUSTRIAL DIRECT CO., INC. Ticker: MSM Security ID: 553530106 Meeting Date: JAN 3, 2006 Meeting Type: Annual Record Date: NOV 25, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mitchell Jacobson For For Management 1.2 Elect Director David Sandler For For Management 1.3 Elect Director Charles Boehlke For For Management 1.4 Elect Director Roger Fradin For Withhold Management 1.5 Elect Director Denis Kelly For For Management 1.6 Elect Director Raymond Langton For For Management 1.7 Elect Director Philip Peller For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Other Business For Against Management - -------------------------------------------------------------------------------- NALCO HOLDING COMPANY Ticker: NLC Security ID: 62985Q101 Meeting Date: MAY 4, 2006 Meeting Type: Annual Record Date: MAR 8, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mr. Rodney F. Chase For For Management 1.2 Elect Director Mr. Richard B. Marchese For For Management 1.3 Elect Director Mr. Paul H. O'Neill For For Management 2 Ratify Auditors For For Management 3 Amend Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- NATIONAL OILWELL VARCO INC. Ticker: NOV Security ID: 637071101 Meeting Date: JUL 22, 2005 Meeting Type: Annual Record Date: JUN 8, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert E. Beauchamp For For Management 1.2 Elect Director Jeffery A. Smisek For For Management 1.3 Elect Director James D. Woods For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NATIONAL OILWELL VARCO INC. Ticker: NOV Security ID: 637071101 Meeting Date: MAY 17, 2006 Meeting Type: Annual Record Date: MAR 31, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Greg L. Armstrong For For Management 1.2 Elect Director David D. Harrison For For Management 1.3 Elect Director Merrill A. Miller, Jr. For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NIKE, INC. Ticker: NKE Security ID: 654106103 Meeting Date: SEP 20, 2005 Meeting Type: Annual Record Date: JUL 25, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jill K. Conway For For Management 1.2 Elect Director Alan B. Graf, Jr. For For Management 1.3 Elect Director Jeanne P. Jackson For For Management 2 Increase Authorized Common Stock For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Amend Omnibus Stock Plan For Against Management 5 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PALL CORP. Ticker: PLL Security ID: 696429307 Meeting Date: NOV 16, 2005 Meeting Type: Annual Record Date: SEP 27, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ulrich Haynes, Jr. For For Management 1.2 Elect Director Edwin W. Martin, Jr. For For Management 1.3 Elect Director Marcus Wilson For For Management 2 Amend Qualified Employee Stock Purchase For For Management Plan - -------------------------------------------------------------------------------- PEPSICO, INC. Ticker: PEP Security ID: 713448108 Meeting Date: MAY 3, 2006 Meeting Type: Annual Record Date: MAR 10, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John F. Akers For For Management 1.2 Elect Director Robert E. Allen For For Management 1.3 Elect Director Dina Dublon For For Management 1.4 Elect Director Victor J. Dzau, M.D. For For Management 1.5 Elect Director Ray L. Hunt For For Management 1.6 Elect Director Alberto Ibarguen For For Management 1.7 Elect Director Arthur C. Martinez For For Management 1.8 Elect Director Indra K. Nooyi For For Management 1.9 Elect Director Steven S. Reinemund For For Management 1.10 Elect Director Sharon Percy Rockefeller For For Management 1.11 Elect Director James J. Schiro For For Management 1.12 Elect Director Franklin A. Thomas For For Management 1.13 Elect Director Cynthia M. Trudell For For Management 1.14 Elect Director Daniel Vasella For For Management 1.15 Elect Director Michael D. White For For Management 2 Ratify Auditors For For Management 3 Publish Political Contributions Against Against Shareholder 4 Report on Charitable Contributions Against Against Shareholder - -------------------------------------------------------------------------------- PRAXAIR, INC. Ticker: PX Security ID: 74005P104 Meeting Date: APR 25, 2006 Meeting Type: Annual Record Date: MAR 1, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen F. Angel For For Management 1.2 Elect Director Claire W. Gargalli For For Management 1.3 Elect Director G. Jackson Ratcliffe, Jr. For For Management 1.4 Elect Director Dennis H. Reilley For For Management 2 Declassify the Board of Directors None For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PROCTER & GAMBLE COMPANY, THE Ticker: PG Security ID: 742718109 Meeting Date: JUL 12, 2005 Meeting Type: Special Record Date: MAY 19, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- PROCTER & GAMBLE COMPANY, THE Ticker: PG Security ID: 742718109 Meeting Date: OCT 11, 2005 Meeting Type: Annual Record Date: AUG 12, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bruce L. Byrnes For For Management 1.2 Elect Director Scott D. Cook For For Management 1.3 Elect Director Charles R. Lee For For Management 1.4 Elect Director W. James McNerney, Jr. For For Management 1.5 Elect Director Ernesto Zedillo For For Management 2 Ratify Auditors For For Management 3 Amend Articles For For Management 4 Declassify the Board of Directors For For Management 5 Report on Animal Welfare Policy Against Against Shareholder 6 Seek Sale of Company/Assets Against Against Shareholder 7 Report on Political Contributions Against Against Shareholder - -------------------------------------------------------------------------------- RIO TINTO LTD. (FORMERLY CRA LTD.) Ticker: RIO Security ID: AU000000RIO1 Meeting Date: MAY 4, 2006 Meeting Type: Annual Record Date: MAY 2, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Buy Backs by the Company of Its For For Management Fully Paid Ordinary Shares Under Off-Market Buy Back Tenders and On-market Over the 12 Months, Provided That the Number Bought Back Under This Authority Does Not Exceed 28.5 Million Shares 2 Approve the Renewal of the Company's For For Management Authority to Buy Back Up to All the Ordinary Shares Held by Tinto Holdings Australia Pty Ltd 3 Approve Proposed Amendments Related to For Against Management the 'Change of Control' Provisions in the Company's Constitution and in the Rio Tinto Plc Articles of Association, and to the 'Borrowing Powers' Provision in the Rio Tinto Plc Articles of Association 4 Elect Tom Albanese as Director For For Management 5 Elect Rod Eddington as Director For For Management 6 Elect David Clementi as Director For For Management 7 Elect Leigh Clifford as Director For For Management 8 Elect Andrew Gould as Director For For Management 9 Elect David Mayhew as Director For For Management 10 Approve the Appointment of For For Management PricewaterhouseCoopers LLP as Auditors and Authorize the Audit Committee to Determine the Auditors' Remuneration 11 Approve the Remuneration Report for the For For Management Year Ended Dec. 31, 2005 12 Accept Financial Statements and Statutory For For Management Reports - -------------------------------------------------------------------------------- SCHLUMBERGER LTD. Ticker: SLB Security ID: 806857108 Meeting Date: APR 12, 2006 Meeting Type: Annual Record Date: MAR 1, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J. Deutch For For Management 1.2 Elect Director J.S. Gorelick For For Management 1.3 Elect Director A. Gould For For Management 1.4 Elect Director T. Isaac For For Management 1.5 Elect Director A. Lajous For For Management 1.6 Elect Director A. Levy-Lang For For Management 1.7 Elect Director M.E. Marks For For Management 1.8 Elect Director D. Primat For For Management 1.9 Elect Director T.I. Sandvold For For Management 1.10 Elect Director N. Seydoux For For Management 1.11 Elect Director L.G. Stuntz For For Management 1.12 Elect Director R. Talwar For For Management 2 ADOPTION AND APPROVAL OF FINANCIALS AND For For Management DIVIDENDS 3 ADOPTION OF AMENDMENT TO THE ARTICLES OF For For Management INCORPORATION 4 APPROVAL OF AMENDMENT AND RESTATEMENT OF For For Management THE SCHLUMBERGER 2005 STOCK OPTION PLAN 5 APPROVAL OF INDEPENDENT REGISTERED PUBLIC For For Management ACCOUNTING FIRM - -------------------------------------------------------------------------------- SIERRA HEALTH SERVICES, INC. Ticker: SIE Security ID: 826322109 Meeting Date: MAY 23, 2006 Meeting Type: Annual Record Date: MAR 27, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Albert L. Greene For For Management 1.2 Elect Director Erin E. MacDonald For For Management 1.3 Elect Director Charles L. Ruthe For For Management 2 Amend Non-Employee Director Omnibus Stock For For Management Plan 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- STAPLES, INC. Ticker: SPLS Security ID: 855030102 Meeting Date: JUN 6, 2006 Meeting Type: Annual Record Date: APR 10, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Basil L. Anderson For For Management 1.2 Elect Director Robert C. Nakasone For For Management 1.3 Elect Director Ronald L. Sargent For For Management 1.4 Elect Director Stephen F. Schuckenbrock For For Management 2 Declassify the Board of Directors For For Management 3 Ratify Auditors For For Management 4 Require a Majority Vote for the Election Against For Shareholder of Directors - -------------------------------------------------------------------------------- STARBUCKS CORP. Ticker: SBUX Security ID: 855244109 Meeting Date: FEB 8, 2006 Meeting Type: Annual Record Date: DEC 1, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Howard P. Behar For For Management 1.2 Elect Director James G. Shennan, Jr For For Management 1.3 Elect Director Myron E. Ullman, III For For Management 1.4 Elect Director Craig E. Weatherup For For Management 1.5 Elect Director James L. Donald For For Management 1.6 Elect Director Javier G. Teruel For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors For For Management - -------------------------------------------------------------------------------- STATION CASINOS, INC. Ticker: STN Security ID: 857689103 Meeting Date: MAY 24, 2006 Meeting Type: Annual Record Date: APR 13, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lowell H Lebermann, Jr. For For Management 1.2 Elect Director Robert E. Lewis For For Management 2 Ratify Auditors For For Management 3 Submit Shareholder Rights Plan (Poison Against Against Shareholder Pill) to Shareholder Vote - -------------------------------------------------------------------------------- SUMITOMO MITSUI FINANCIAL GROUP INC. Ticker: 8316 Security ID: JP3890350006 Meeting Date: JUN 29, 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 on Ordinary Shares: Interim JY 0, Final JY 3000, Special JY 0 2 Approve Reduction in Legal Reserves For For Management 3 Authorize Share Repurchase Program for For For Management Ordinary and Preferred Shares 4 Amend Articles to: Decrease Authorized For For Management Preferred Share Capital - Limit Liability of Non-Executive Directors and Statutory Auditors - Update Terminology to Match That of New Corporate Law 5.1 Elect Director For For Management 5.2 Elect Director For For Management 5.3 Elect Director For For Management 6 Appoint Internal Statutory Auditor For Against Management 7 Approve Retirement Bonuses for Director For For Management and Statutory Auditor - -------------------------------------------------------------------------------- SUNOCO, INC. Ticker: SUN Security ID: 86764P109 Meeting Date: MAY 4, 2006 Meeting Type: Annual Record Date: FEB 9, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director R. J. Darnall For For Management 1.2 Elect Director J. G. Drosdick For For Management 1.3 Elect Director U. O. Fairbairn For For Management 1.4 Elect Director T. P. Gerrity For For Management 1.5 Elect Director R. B. Greco For For Management 1.6 Elect Director J. G. Kaiser For For Management 1.7 Elect Director R. A. Pew For For Management 1.8 Elect Director G. J. Ratcliffe For For Management 1.9 Elect Director J. W. Rowe For For Management 1.10 Elect Director J. K. Wulff For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- TATA CONSULTANCY SERVICES LTD. Ticker: Security ID: INE467B01029 Meeting Date: JUN 29, 2006 Meeting Type: Annual Record Date: JUN 20, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and Statutory For For Management Reports 2 Confirm Interim Dividends and Approve For For Management Final Dividend of INR 4.50 Per Share 3 Reappoint R.N. Tata as Director For For Management 4 Approve S.B. Billimoria & Co. as Auditors For For Management and Authorize Board to Fix Their Remuneration 5 Appoint V. Thyagarajan as Director For For Management 6 Appoint C.M. Christensen as Director For For Management 7 Approve Remuneration of S. Ramadorai, For For Management Chief Executive Officer and Managing Director 8 Approve Increase in Authorized Capital to For For Management INR 1.2 Billion Divided into 1.2 Billion Equity Shares of INR 1 Each 9 Amend Article 3 of the Articles of For For Management Association to Reflect Increase in Capital 10 Authorize Capitalization of Up to INR For For Management 489.3 Million from the Securities Premium Account for Bonus Issue in the Ratio of One New Equity Share for Every One Existing Equity Share Held 11 Approve Appointment of Branch Auditors For For Management and Authorize Board to Fix Their Remuneration - -------------------------------------------------------------------------------- TRANSOCEAN INC. Ticker: RIG Security ID: G90078109 Meeting Date: MAY 11, 2006 Meeting Type: Annual Record Date: MAR 20, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Victor E. Grijalva For For Management 1.2 Elect Director Arthur Lindenauer For For Management 1.3 Elect Director Kristian Siem For For Management 2 APPROVAL OF THE APPOINTMENT OF ERNST & For For Management YOUNG LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006. - -------------------------------------------------------------------------------- UNITED TECHNOLOGIES CORP. Ticker: UTX Security ID: 913017109 Meeting Date: APR 12, 2006 Meeting Type: Annual Record Date: FEB 14, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Louis R. Chenevert For For Management 1.2 Elect Director George David For For Management 1.3 Elect Director John V. Faraci For For Management 1.4 Elect Director Jean-Pierre Garnier For For Management 1.5 Elect Director Jamie S. Gorelick For For Management 1.6 Elect Director Charles R. Lee For For Management 1.7 Elect Director Richard D. McCormick For For Management 1.8 Elect Director Harold McGraw, III For For Management 1.9 Elect Director Frank P. Popoff, III For For Management 1.10 Elect Director H. Patrick Swygert For For Management 1.11 Elect Director Andre Villeneuve For For Management 1.12 Elect Director H.A. Wagner For For Management 1.13 Elect Director Christine Todd Whitman For For Management 2 Ratify Auditors For For Management 3 Increase Authorized Common Stock For For Management 4 Establish Term Limits for Directors Against Against Shareholder 5 Report on Foreign Sales of Military Against Against Shareholder Products - -------------------------------------------------------------------------------- UNITEDHEALTH GROUP INCORPORATED Ticker: UNH Security ID: 91324P102 Meeting Date: MAY 2, 2006 Meeting Type: Annual Record Date: MAR 21, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James A. Johnson For 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 - -------------------------------------------------------------------------------- WALT DISNEY COMPANY, THE Ticker: DIS Security ID: 254687106 Meeting Date: MAR 10, 2006 Meeting Type: Annual Record Date: JAN 9, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John E. Bryson For For Management 1.2 Elect Director John S. Chen For For Management 1.3 Elect Director Judith L. Estrin For For Management 1.4 Elect Director Robert A. Iger For For Management 1.5 Elect Director Fred H. Langhammer For For Management 1.6 Elect Director Aylin B. Lewis For For Management 1.7 Elect Director Monica C. Lozano For For Management 1.8 Elect Director Robert W. Matschullat For For Management 1.9 Elect Director George J. Mitchell For For Management 1.10 Elect Director Leo J. O' Donovan, S.J. For For Management 1.11 Elect Director John E. Pepper, Jr. For For Management 1.12 Elect Director Orin C. Smith For For Management 1.13 Elect Director Gary L. Wilson For For Management 2 Ratify Auditors For For Management 3 Company-Specific -- Shareholder Against Against Shareholder Miscellaneous 4 Report on Vendor Standards in China Against Against Shareholder - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- YAHOO!, INC. Ticker: YHOO Security ID: 984332106 Meeting Date: MAY 25, 2006 Meeting Type: Annual Record Date: MAR 29, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Terry S. Semel For For Management 1.2 Elect Director Jerry Yang For For Management 1.3 Elect Director Roy J. Bostock For For Management 1.4 Elect Director Ronald W. Burkle For For Management 1.5 Elect Director Eric Hippeau For For Management 1.6 Elect Director Arthur H. Kern For For Management 1.7 Elect Director Vyomesh Joshi For For Management 1.8 Elect Director Robert A. Kotick For For Management 1.9 Elect Director Edward R. Kozel For For Management 1.10 Elect Director Gary L. Wilson For For Management 2 Amend Non-Employee Director Omnibus Stock For For Management Plan 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- YUM BRANDS, INC. Ticker: YUM Security ID: 988498101 Meeting Date: MAY 18, 2006 Meeting Type: Annual Record Date: MAR 20, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David W. Dorman For For Management 1.2 Elect Director Massimo Ferragamo For For Management 1.3 Elect Director J. David Grissom For For Management 1.4 Elect Director Bonnie G. Hill For For Management 1.5 Elect Director Robert Holland, Jr. For For Management 1.6 Elect Director Kenneth G. Langone For For Management 1.7 Elect Director Jonathan S. Linen For For Management 1.8 Elect Director Thomas C. Nelson For For Management 1.9 Elect Director David C. Novak For For Management 1.10 Elect Director Thomas M. Ryan For For Management 1.11 Elect Director Jackie Trujillo For For Management 1.12 Elect Director Robert J. Ulrich For For Management 2 Ratify Auditors For For Management 3 Prepare a Diversity Report Against Against Shareholder 4 Implement MacBride Principles Against Against Shareholder 5 Label Genetically Modified Organisms Against Against Shareholder (GMO) 6 Report on Animal Welfare Standards Against Against Shareholder ========== 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 Fundamental Growth Fund, Inc. By: /s/ Robert C. Doll, Jr. ----------------------- Robert C. Doll, Jr. Chief Executive Officer Merrill Lynch Fundamental Growth Fund, Inc. Date: August 24, 2006