SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-PX

                     ANNUAL REPORT OF PROXY VOTING RECORD OF
                   REGISTERED MANAGEMENT INVESTMENT COMPANIES


                Investment Company Act file number: 811-07916

                   AllianceBernstein Utility Income Fund, Inc.
               (Exact name of registrant as specified in charter)

                        Alliance Capital Management L.P.
              1345 Avenue of the Americas, New York, New York l0105
               (Address of Principal Executive Office) (Zip Code)

               Registrant's Telephone Number, including Area Code:
                                 (800) 221-5672

                                 MARK R. MANLEY
                        Alliance Capital Management L.P.
                           1345 Avenue of the Americas
                            New York, New York l0105
                     (Name and address of agent for service)

                          Copies of communications to:
                              Patricia A. Poglinco
                               Seward & Kissel LLP
                             One Battery Park Plaza
                            New York, New York 10004

                      Date of fiscal year end:  November 30

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




Item 1.  Proxy Voting Record.

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

ICA File Number: 811-07916
Reporting Period: 07/01/2005 - 06/30/2006
AllianceBernstein Utility Income Fund, Inc.









================= ALLIANCEBERNSTEIN UTILITY INCOME FUND, INC. ==================


AES CORP., THE

Ticker:       AES            Security ID:  00130H105
Meeting Date: MAY 11, 2006   Meeting Type: Annual
Record Date:  MAR 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard Darman             For       For        Management
1.2   Elect Director Paul Hanrahan              For       For        Management
1.3   Elect Director Kristina M. Johnson        For       For        Management
1.4   Elect Director John A. Koskinen           For       For        Management
1.5   Elect Director Philip Lader               For       For        Management
1.6   Elect Director John H. McArthur           For       For        Management
1.7   Elect Director Sandra O. Moose            For       For        Management
1.8   Elect Director Philip A. Odeen            For       For        Management
1.9   Elect Director Charles O. Rossotti        For       For        Management
1.10  Elect Director Sven Sandstrom             For       For        Management
2     Ratify Auditor                            For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management


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AGL RESOURCES INC.

Ticker:       ATG            Security ID:  001204106
Meeting Date: MAY 3, 2006    Meeting Type: Annual
Record Date:  FEB 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles R. Crisp           For       For        Management
1.2   Elect Director Wyck A. Knox, Jr.          For       For        Management
1.3   Elect Director Dennis M. Love             For       For        Management
1.4   Elect Director Dean R. O'Hare             For       For        Management
1.5   Elect Director John W. Somerhalder, II    For       For        Management
1.6   Elect Director Henry C. Wolf              For       For        Management
2     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
3     Ratify Auditors                           For       For        Management


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ALLEGHENY ENERGY, INC.

Ticker:       AYE            Security ID:  017361106
Meeting Date: MAY 11, 2006   Meeting Type: Annual
Record Date:  MAR 16, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director H. Furlong Baldwin         For       For        Management
1.2   Elect Director Eleanor Baum               For       For        Management
1.3   Elect Director Paul J. Evanson            For       For        Management
1.4   Elect Director Cyrus F. Freidheim, Jr.    For       For        Management
1.5   Elect Director Julia L. Johnson           For       For        Management
1.6   Elect Director Ted J. Kleisner            For       For        Management
1.7   Elect Director Steven H. Rice             For       For        Management
1.8   Elect Director Gunnar E. Sarsten          For       For        Management
1.9   Elect Director Michael H. Sutton          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Stock Retention                           Against   Against    Shareholder
4     Separate Chairman and CEO Positions       Against   For        Shareholder
5     Require Director Nominee Qualifications   Against   Against    Shareholder
6     Performance-Based/Indexed Options         Against   For        Shareholder
7     Eliminate or Restrict Severance           Against   For        Shareholder
      Agreements (Change-in-Control)
8     Claw-back of Payments under Restatements  Against   For        Shareholder
9     Submit Shareholder Rights Plan (Poison    Against   Against    Shareholder
      Pill) to Shareholder Vote


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AMEREN CORPORATION

Ticker:       AEE            Security ID:  023608102
Meeting Date: MAY 2, 2006    Meeting Type: Annual
Record Date:  MAR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Susan S. Elliott           For       For        Management
1.2   Elect Director Gayle P.W. Jackson         For       For        Management
1.3   Elect Director James C. Johnson           For       For        Management
1.4   Elect Director Richard A. Liddy           For       For        Management
1.5   Elect Director Gordon R. Lohman           For       For        Management
1.6   Elect Director Richard A. Lumpkin         For       For        Management
1.7   Elect Director Charles W. Mueller         For       For        Management
1.8   Elect Director Douglas R. Oberhelman      For       For        Management
1.9   Elect Director Gary L. Rainwater          For       For        Management
1.10  Elect Director Harvey Saligman            For       For        Management
1.11  Elect Director Patrick T. Stokes          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Report on Extending the Operating License Against   Against    Shareholder
      at the Callaway Nuclear Power Facility


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AMERICAN ELECTRIC POWER CO.

Ticker:       AEP            Security ID:  025537101
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  MAR 2, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director E.R. Brooks                For       For        Management
1.2   Elect Director D.M. Carlton               For       For        Management
1.3   Elect Director R.D. Crosby, Jr.           For       For        Management
1.4   Elect Director J.P. Desbarres             For       For        Management
1.5   Elect Director R.W. Fri                   For       For        Management
1.6   Elect Director L.A. Goodspeed             For       For        Management
1.7   Elect Director W.R. Howell                For       For        Management
1.8   Elect Director L.A. Hudson                For       For        Management
1.9   Elect Director M.G. Morris                For       For        Management
1.10  Elect Director L.L. Nowell III            For       For        Management
1.11  Elect Director R.L. Sandor                For       For        Management
1.12  Elect Director D.G. Smith                 For       For        Management
1.13  Elect Director K.D. Sullivan              For       For        Management
2     Ratify Auditors                           For       For        Management


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AQUA AMERICA, INC.

Ticker:       WTR            Security ID:  03836W103
Meeting Date: MAY 17, 2006   Meeting Type: Annual
Record Date:  MAR 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Nicholas DeBenedictis      For       For        Management
1.2   Elect Director Richard H. Glanton         For       For        Management
1.3   Elect Director Lon R. Greenberg           For       For        Management


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AT&T INC

Ticker:       T              Security ID:  00206R102
Meeting Date: APR 28, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William F. Aldinger, III   For       For        Management
1.2   Elect Director Gilbert F. Amelio          For       For        Management
1.3   Elect Director August A. Busch, III       For       For        Management
1.4   Elect Director Martin K. Eby, Jr.         For       For        Management
1.5   Elect Director James A. Henderson         For       For        Management
1.6   Elect Director Charles F. Knight          For       For        Management
1.7   Elect Director Jon C. Madonna             For       For        Management
1.8   Elect Director Lynn M. Martin             For       For        Management
1.9   Elect Director John B. McCoy              For       For        Management
1.10  Elect Director Mary S. Metz               For       For        Management
1.11  Elect Director Toni Rembe                 For       For        Management
1.12  Elect Director S. Donley Ritchey          For       For        Management
1.13  Elect Director Joyce M. Roche             For       For        Management
1.14  Elect Director Randall L. Stephenson      For       For        Management
1.15  Elect Director Laura D'Andrea Tyson       For       For        Management
1.16  Elect Director Patricia P. Upton          For       For        Management
1.17  Elect Director Edward E. Whitacre, Jr.    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Amend Articles/Bylaws/Charter-Non-Routine For       For        Management
5     Report on Political Contributions         Against   Against    Shareholder
6     Separate Chairman and CEO Positions       Against   Against    Shareholder
7     Report on Pay Disparity                   Against   Against    Shareholder
8     Non-Employee Director Compensation        Against   Against    Shareholder
9     Submit Severance Agreement (Change in     Against   For        Shareholder
      Control) to shareholder Vote
10    Adopt Simple Majority Vote Requirement    Against   For        Shareholder


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ATMOS ENERGY CORP.

Ticker:       ATO            Security ID:  049560105
Meeting Date: FEB 8, 2006    Meeting Type: Annual
Record Date:  DEC 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard W. Cardin          For       For        Management
1.2   Elect Director Thomas C. Meredith         For       For        Management
1.3   Elect Director Nancy K. Quinn             For       For        Management
1.4   Elect Director Stephen R. Springer        For       For        Management
1.5   Elect Director Richard Ware, II           For       For        Management


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BELLSOUTH CORP.

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

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


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CHINA SHENHUA ENERGY CO LTD

Ticker:                      Security ID:  Y1504C113
Meeting Date: MAY 12, 2006   Meeting Type: Annual
Record Date:  APR 11, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Report of the Board of Directors   For       For        Management
2     Accept Report of the Supervisory          For       For        Management
      Committee
3     Accept Financial Statements and Statutory For       For        Management
      Reports
4     Approve Allocation of Income and Final    For       For        Management
      Dividend of RMB 0.125 Per Share
5     Approve Remuneration of Directors and     For       For        Management
      Supervisors
6     Approve Status List of the Initial Long   For       Against    Management
      Term Incentives Plan and Share
      Appreciation Rights Scheme
7     Reappoint KPMG Huazhen and KPMG as PRC    For       For        Management
      and International Auditors, Respectively,
      and Authorize Committee Comprising Chen
      Biting, Wu Yuan, and Ling Wen to Fix
      Their Remuneration
8     Approve Revised Annual Caps of Connected  For       For        Management
      Transactions
1     Amend Articles Re: Reflect Relevant Laws  For       For        Management
      and Reulations of the Company Law and the
      Securities Law of the PRC
2     Amend Rules Governing the Proceedings of  For       For        Management
      Shareholders Meetings, Directors
      Meetings, and for the Board of
      Supervisors; and Procedures for
      Considering Connected Transactions
3     Approve Issuance of Equity or             For       Against    Management
      Equity-Linked Securities without
      Preemptive Rights


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CHUNGHWA TELECOM CO. LTD.

Ticker:       CHT            Security ID:  17133Q205
Meeting Date: MAY 30, 2006   Meeting Type: Annual
Record Date:  APR 21, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     THE COMPANY S OPERATION REPORTS FOR 2005. None      Abstain    Management
2     THE SUPERVISORS  AUDIT REPORTS ON THE     None      Abstain    Management
      COMPANY S FINANCIAL STATEMENTS FOR 2005.
3     THE COMPANY S FINANCIAL STATEMENTS FOR    None      Abstain    Management
      2004 APPROVED BY THE MINISTRY OF AUDIT OF
      THE REPUBLIC OF CHINA.
4     THE COMPANY S IMPLEMENTATION OF ITS SHARE None      Abstain    Management
      REPURCHASE PROGRAM.
5     THE COMPANY S AMENDMENT TO ITS CODE OF    None      Abstain    Management
      ETHICS.
6     THE COMPANY S ISSUANCE OF PREFERRED       None      Abstain    Management
      SHARES BASED ON ARTICLE 12 OF THE
      TELECOMMUNICATIONS ACT.
7     THE COMPANY S OPERATION REPORTS AND       For       For        Management
      FINANCIAL STATEMENTS FOR YEAR 2005.
8     THE COMPANY S DISTRIBUTION OF EARNINGS    For       For        Management
      FOR YEAR 2005.
9     AMENDMENT TO THE ORDINANCE OF THE COMPANY For       Against    Management
      S ANNUAL GENERAL MEETING.
10    PROPOSAL TO INCREASE THE COMPANY S        For       For        Management
      CAPITAL THROUGH EARNINGS.
11    AMENDMENT TO THE COMPANY S ARTICLES OF    For       Against    Management
      INCORPORATION.
12    AMENDMENT TO THE COMPANY S PROCEDURES FOR For       Against    Management
      ACQUISITIONS OR DISPOSITION OF ASSETS.
13    PROPOSAL TO DISBURSE REMUNERATIONS TO THE For       For        Management
      COMPANY S DIRECTORS AND SUPERVISORS.
14    Other Business                            None      Against    Management


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CINERGY CORP.

Ticker:       CIN            Security ID:  172474108
Meeting Date: MAR 10, 2006   Meeting Type: Special
Record Date:  JAN 17, 2006

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


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CLP HOLDINGS (FORMERLY CHINA LIGHT & POWER)

Ticker:                      Security ID:  Y1660Q104
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  APR 12, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2a    Approve Final Dividend of HK$0.83 Per     For       For        Management
      Share
2b    Approve Special Final Dividend of HK$0.11 For       For        Management
      Per Share
3a    Elect Tsui Lam Sin Lai Judy as Director   For       For        Management
3b    Elect Roderick Ian Eddington as Director  For       For        Management
3c    Reelect Tan Puay Chiang as Director       For       For        Management
3d    Reelect Ronald James McAulay as Director  For       For        Management
3e    Reelect Fung Kwok Lun William as Director For       For        Management
3f    Reelect Ian Duncan Boyce as Director      For       For        Management
3g    Reelect James Seymour Dickson Leach as    For       For        Management
      Director
3h    Reelect Lee Yui Bor as Director           For       For        Management
4     Reappoint PricewaterhouseCoopers as       For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration
5     Amend Articles Re: Conduct of Meetings    For       For        Management
6     Approve Remuneration of Chairmen and      For       For        Management
      Members of the Social, Environmental &
      Ethics Committee and China Committee
7     Approve Issuance of Equity or             For       Against    Management
      Equity-Linked Securities without
      Preemptive Rights
8     Authorize Repurchase of Up to 10 Percent  For       For        Management
      of Issued Share Capital
9     Authorize Reissuance of Repurchased       For       For        Management
      Shares


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CONSOLIDATED EDISON, INC.

Ticker:       ED             Security ID:  209115104
Meeting Date: MAY 15, 2006   Meeting Type: Annual
Record Date:  MAR 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Kevin Burke                For       For        Management
1.2   Elect Director Vincent A. Calarco         For       For        Management
1.3   Elect Director George Campbell, Jr.       For       For        Management
1.4   Elect Director Gordon J. Davis            For       For        Management
1.5   Elect Director Michael J. Del Giudice     For       For        Management
1.6   Elect Director Ellen V. Futter            For       For        Management
1.7   Elect Director Sally Hernandez            For       For        Management
1.8   Elect Director Peter W. Likins            For       For        Management
1.9   Elect Director Eugene R. McGrath          For       For        Management
1.10  Elect Director Frederick V. Salerno       For       For        Management
1.11  Elect Director L. Frederick Sutherland    For       For        Management
1.12  Elect Director Stephen R. Volk            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Disclosure of Executive          Against   Against    Shareholder
      Compensation


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CPFL ENERGIA S A

Ticker:       CPL            Security ID:  126153105
Meeting Date: APR 20, 2006   Meeting Type: Special
Record Date:  MAR 30, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     PRESENTATION OF THE MANAGEMENT REPORT,    For       For        Management
      EXAMINE, DISCUSS AND VOTE ON THE COMPANY
      S FINANCIAL STATEMENTS, THE REPORT OF THE
      INDEPENDENT AUDITORS AND THE REPORT OF
      THE FISCAL COUNCIL FOR THE FISCAL YEAR
      ENDING DECEMBER 31, 2005.
2     APPROVE THE PROPOSAL FOR THE              For       For        Management
      APPROPRIATION OF THE NET INCOME FOR THE
      FISCAL YEAR 2005 AND THE DIVIDEND
      DISTRIBUTION.


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CPFL ENERGIA S A

Ticker:       CPL            Security ID:  126153105
Meeting Date: APR 28, 2006   Meeting Type: Annual
Record Date:  APR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ELECTION OF MEMBERS FOR THE BOARD OF      For       For        Management
      DIRECTORS.
2     ESTABLISHMENT OF MANAGEMENT S GLOBAL      For       For        Management
      COMPENSATION FOR FOLLOWING FISCAL YEAR.
3     ELECTION OF MEMBERS FOR THE FISCAL        For       For        Management
      COUNCIL.
4     ESTABLISHMENT OF FISCAL COUNCIL S         For       For        Management
      COMPENSATION FOR FOLLOWING FISCAL YEAR.
5     AMENDMENT OF THE COMPANY S BY-LAWS, IN    For       Against    Management
      ORDER TO PROMOTE ALL CHANGES REQUIRED BY
      THE RULES APPLICABLE TO COMPANIES LISTED
      IN THE NOVO MERCADO SEGMENT OF THE SAO
      PAULO STOCK EXCHANGE (BOLSA DE VALORES DE
      SAO PAULO, OR BOVESPA).


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CPFL ENERGIA S A

Ticker:       CPL            Security ID:  126153105
Meeting Date: NOV 23, 2005   Meeting Type: Special
Record Date:  NOV 2, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     EXAMINE, DISCUSS AND APPROVE THE PRIVATE  For       For        Management
      PROTOCOL AND JUSTIFICATION INSTRUMENT FOR
      THE INCORPORATION OF SHARES OF COMPANHIA
      PAULISTA DE FORCA ELUZ BY THE COMPANY,
      ENTERED INTO BY MANAGEMENT OF THE
      COMPANY, CPFL PAULISTA AND COMPANHIA
      PIRATININGA DE FORCA
2     RATIFY THE DECISION OF HIRING BANCO       For       For        Management
      PACTUAL IN ORDER TO PREPARE THE VALUATION
      REPORTS OF THE NET EQUITY OF THE COMPANY
      AND CPFL PAULISTA AND CPFL PIRATININGA,
      AT JUNE 30, 2005, AS MORE FULLY DESCRIBED
      IN THE NOTICE OF MEETING
3     APPROVE THE VALUATION REPORTS REFERRED IN For       For        Management
      ITEM (2) ABOVE.
4     APPROVE THE INCORPORATION OF SHARES OF    For       For        Management
      CPFL PAULISTA BY THE COMPANY, WITH THE
      CONSEQUENTLY STOCK TRANSFER TO
      APPROPRIATE REGISTRATION AND
      TRANSFORMATION OF CPFL PAULISTA INTO A
      FULLY-OWNED SUBSIDIARY OF THE COMPANY.
5     AUTHORIZE THE ACCOMPLISHMENT OF THE       For       For        Management
      INCREASE IN COMPANY S CAPITAL STOCK, BY
      THE INCLUSION OF ALL SHARES OWNED BY
      NON-CONTROLLING SHAREHOLDERS OF CPFL
      PAULISTA AND THE CONSEQUENT MODIFICATION
      OF THE ARTICLE 5TH OF THE COMPANY S
      BYLAWS.
6     AUTHORIZE COMPANY S MANAGEMENT TO MAKE    For       For        Management
      ARRANGEMENTS AND TO TAKE ANY NECESSARY
      MEASURE TO THE IMPLEMENTATION OF THE
      INCORPORATION OF SHARES SUBJECT OF THIS
      CURRENT CONVENING NOTICE.


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DOMINION RESOURCES, INC.

Ticker:       D              Security ID:  25746U109
Meeting Date: APR 28, 2006   Meeting Type: Annual
Record Date:  FEB 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Peter W. Brown             For       For        Management
1.2   Elect Director Ronald J. Calise           For       For        Management
1.3   Elect Director Thos. E. Capps             For       For        Management
1.4   Elect Director George A. Davidson, Jr.    For       For        Management
1.5   Elect Director Thomas F. Farrell, II      For       For        Management
1.6   Elect Director John W. Harris             For       For        Management
1.7   Elect Director Robert S. Jepson, Jr.      For       For        Management
1.8   Elect Director Mark J. Kington            For       For        Management
1.9   Elect Director Benjamin J. Lambert, III   For       For        Management
1.10  Elect Director Richard L. Leatherwood     For       For        Management
1.11  Elect Director Margaret A. McKenna        For       For        Management
1.12  Elect Director Frank S. Royal, M.D.       For       For        Management
1.13  Elect Director S. Dallas Simmons          For       For        Management
1.14  Elect Director David A. Wollard           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
4     Report on Greenhouse Gas Emissions        Against   Against    Shareholder
5     Submit Supplemental Executive Retirement  Against   For        Shareholder
      Plans to Shareholder vote


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DPL INC.

Ticker:       DPL            Security ID:  233293109
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  MAR 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Paul R. Bishop             For       For        Management
1.2   Elect Director Ernie Green                For       For        Management
1.3   Elect Director Lester L. Lyles            For       Withhold   Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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DTE ENERGY CO.

Ticker:       DTE            Security ID:  233331107
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  FEB 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Alfred R. Glancy, III      For       For        Management
1.2   Elect Director John E. Lobbia             For       For        Management
1.3   Elect Director Eugene A. Miller           For       For        Management
1.4   Elect Director Charles W. Pryor, Jr.      For       For        Management
1.5   Elect Director Joe W. Laymon              For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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DUKE ENERGY CORP.

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

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


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EDISON INTERNATIONAL

Ticker:       EIX            Security ID:  281020107
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  FEB 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John E. Bryson             For       For        Management
1.2   Elect Director France A. Cordova          For       For        Management
1.3   Elect Director Charles B. Curtis          For       For        Management
1.4   Elect Director Bradford M. Freeman        For       For        Management
1.5   Elect Director Bruce Karatz               For       For        Management
1.6   Elect Director Luis G. Nogales            For       For        Management
1.7   Elect Director Ronald L. Olson            For       For        Management
1.8   Elect Director James M. Rosser            For       For        Management
1.9   Elect Director Richard T. Schlosberg, III For       For        Management
1.10  Elect Director Robert H. Smith            For       For        Management
1.11  Elect Director Thomas C. Sutton           For       For        Management
2     Amend Articles To Eliminate Fair Price    For       For        Management
      Provision
3     Adopt Simple Majority Vote Requirement    Against   For        Shareholder


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ENERGEN CORP.

Ticker:       EGN            Security ID:  29265N108
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  MAR 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Judy M. Merritt            For       For        Management
1.2   Elect Director Stephen A. Snider          For       For        Management
1.3   Elect Director Gary C. Youngblood         For       For        Management


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ENTERGY CORP.

Ticker:       ETR            Security ID:  29364G103
Meeting Date: MAY 12, 2006   Meeting Type: Annual
Record Date:  MAR 14, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Maureen Scannell Bateman   For       For        Management
1.2   Elect Director W. Frank Blount            For       For        Management
1.3   Elect Director Simon D. Debree            For       For        Management
1.4   Elect Director Gary W. Edwards            For       For        Management
1.5   Elect Director Alexis Herman              For       For        Management
1.6   Elect Director Donald C. Hintz            For       For        Management
1.7   Elect Director J. Wayne Leonard           For       For        Management
1.8   Elect Director Stuart L. Levenick         For       For        Management
1.9   Elect Director Robert v.d. Luft           For       For        Management
1.10  Elect Director James R. Nichols           For       For        Management
1.11  Elect Director William A. Percy, II       For       For        Management
1.12  Elect Director W. J. Tauzin               For       For        Management
1.13  Elect Director Steven V. Wilkinson        For       For        Management
2     Reduce Supermajority Vote Requirement     For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Ratify Auditors                           For       For        Management
5     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

EQUITABLE RESOURCES, INC.

Ticker:       EQT            Security ID:  294549100
Meeting Date: APR 12, 2006   Meeting Type: Annual
Record Date:  FEB 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Thomas A. McConomy         For       For        Management
1.2   Elect Director Barbara S. Jeremiah        For       For        Management
1.3   Elect Director Lee T. Todd, Jr., Ph.D.    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management


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

EXELON CORP.

Ticker:       EXC            Security ID:  30161N101
Meeting Date: JUL 22, 2005   Meeting Type: Annual
Record Date:  MAY 2, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition
2.1   Elect Director Edward A. Brennan          For       For        Management
2.2   Elect Director Bruce De Mars              For       For        Management
2.3   Elect Director Nelson A. Diaz             For       For        Management
2.4   Elect Director John W. Rowe               For       For        Management
2.5   Elect Director Ronald Rubin               For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Ratify Auditors                           For       For        Management
5     Approve Omnibus Stock Plan                For       For        Management
6     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
7     Adjourn Meeting                           For       Against    Management


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

EXELON CORP.

Ticker:       EXC            Security ID:  30161N101
Meeting Date: JUN 27, 2006   Meeting Type: Annual
Record Date:  MAY 12, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director M.W. D'Alessio             For       For        Management
1.2   Elect Director R.B. Greco                 For       For        Management
1.3   Elect Director J.M. Palms                 For       For        Management
1.4   Elect Director J.W. Rogers                For       For        Management
1.5   Elect Director R.L. Thomas                For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Severance Agreement (Change in     Against   For        Shareholder
      Control) to shareholder Vote


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

FIRSTENERGY CORPORATION

Ticker:       FE             Security ID:  337932107
Meeting Date: MAY 16, 2006   Meeting Type: Annual
Record Date:  MAR 21, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Anthony J. Alexander       For       Withhold   Management
1.2   Elect Director Carol A. Cartwright        For       Withhold   Management
1.3   Elect Director William T. Cottle          For       Withhold   Management
1.4   Elect Director Robert B. Heisler, Jr.     For       For        Management
1.5   Elect Director Russell W. Maier           For       Withhold   Management
1.6   Elect Director George M. Smart            For       Withhold   Management
1.7   Elect Director Wes M. Taylor              For       Withhold   Management
1.8   Elect Director Jesse T. Williams, Sr.     For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Adopt Simple Majority Vote Requirement    Against   For        Shareholder
4     Submit Severance Agreement (Change in     Against   For        Shareholder
      Control) to shareholder Vote


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

GLOBAL SANTA FE CORP.(FORMERLY SANTA FE INTERNATIONAL CORP)

Ticker:       GSF            Security ID:  G3930E101
Meeting Date: MAY 23, 2006   Meeting Type: Annual
Record Date:  MAR 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas W. Cason           For       For        Management
1.2   Elect  Director Jon A. Marshall           For       For        Management
1.3   Elect  Director Carroll W. Suggs          For       For        Management
2     AMEND THE COMPANY S AMENDED AND RESTATED  For       For        Management
      ARTICLES OF ASSOCIATION, AS AMENDED TO
      DATE; TO PROVIDE THAT THE ISSUANCE OF
      PREFERENCE SHARES IS NOT A VARIATION OF
      THE RIGHTS OF THE HOLDERS OF ORDINARY
      SHARES AND TO MAKE A RELATED CLARIFYING
      CHANGE, AND AMEND
3     AMEND THE EXISTING ARTICLES OF            For       For        Management
      ASSOCIATION TO INCREASE THE COMPANY S
      FLEXIBILITY IN REPURCHASING ITS SHARES.
4     AMEND THE EXISTING ARTICLES OF            For       For        Management
      ASSOCIATION TO DELETE OBSOLETE PROVISIONS
      RELATING TO KUWAIT PETROLEUM CORPORATION
      AND ITS AFFILIATES.
5     AMEND THE EXISTING MEMORANDUM OF          For       For        Management
      ASSOCIATION AND THE EXISTING ARTICLES OF
      ASSOCIATION TO CLARIFY, UPDATE AND MAKE
      MINOR CHANGES TO CERTAIN PROVISIONS.
6     AMEND AND RESTATE THE EXISTING MEMORANDUM For       For        Management
      OF ASSOCIATION AND THE EXISTING ARTICLES
      OF ASSOCIATION TO INCORPORATE ALL
      PREVIOUS AMENDMENTS THERETO.
7     Ratify Auditors                           For       For        Management


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

HONG KONG AND CHINA GAS CO. LTD.

Ticker:                      Security ID:  Y33370100
Meeting Date: MAY 19, 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                    For       For        Management
3a    Reelect Lee Shau Kee as Director          For       For        Management
3b    Reelect Liu Lit Man as Director           For       For        Management
3c    Reelect David Li Kwok Po as Director      For       Against    Management
3d    Reelect Ronald Chan Tat Hung Director     For       For        Management
4     Reappoint PricewaterhouseCoopers as       For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration
5     Approve Remuneration of HK$130,000 Per    For       For        Management
      Annum for Directors, Additional Fee of
      HK$130,000 Per Annum for the Chairman,
      and Additional Fee of HK$100,000 Per
      Annum for Each Member of the Audit
      Committee
6a    Authorize Repurchase of Up to 10 Percent  For       For        Management
      of Issued Share Capital
6b    Approve Issuance of Equity or             For       Against    Management
      Equity-Linked Securities without
      Preemptive Rights
6c    Authorize Reissuance of Repurchased       For       For        Management
      Shares


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

KINDER MORGAN, INC.

Ticker:       KMI            Security ID:  49455P101
Meeting Date: MAY 9, 2006    Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard D. Kinder          For       For        Management
1.2   Elect Director Edward H. Austin, Jr .     For       For        Management
1.3   Elect Director William J. Hybl            For       For        Management
1.4   Elect Director Ted A. Gardner             For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Approve Nonqualified Employee Stock       For       For        Management
      Purchase Plan
4     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
5     Ratify Auditors                           For       For        Management


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

NATIONAL GRID PLC(FRMRLY. NATIONAL GRID TRANSCO PLC)

Ticker:       NGGTF          Security ID:  G6375K102
Meeting Date: JUL 25, 2005   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Final Dividend of 15.2 Pence Per  For       For        Management
      Ordinary Share
3     Elect John Allan as Director              For       For        Management
4     Re-elect Paul Joskow as Director          For       For        Management
5     Re-elect Roger Urwin as Director          For       For        Management
6     Re-elect John Grant as Director           For       For        Management
7     Re-elect Steve Holliday as Director       For       For        Management
8     Reappoint PricewaterhouseCoopers LLP as   For       For        Management
      Auditors and Authorise the Board to
      Determine Their Remuneration
9     Approve Remuneration Report               For       For        Management
10    Change Company Name to National Grid plc  For       For        Management
11    Amend Memorandum of Association           For       For        Management
12    Adopt New Articles of Association         For       For        Management


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

NATIONAL GRID PLC(FRMRLY. NATIONAL GRID TRANSCO PLC)

Ticker:       NGG            Security ID:  G6375K102
Meeting Date: JUL 25, 2005   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Increase Auth. Cap. to GBP 815M;          For       For        Management
      Capitalization up to GBP 315M; Issue B
      Shares with Pre-emp. Rights up to GBP
      315M; Sub-div. and Consol. of Ord. Shares
      into New Ord. Shares; Auth. 10 Percent of
      the Total Number of B Shares for
      Repurchase; Approve Contract
2     Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 103,000,000
3     Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 15,000,000
4     Conditional Upon Passing of Resolution 1, For       For        Management
      Authorise 271,185,097 New Ordinary Shares
      for Market Purchase; Otherwise Authorise
      309,024,879 Existing Ordinary Shares for
      Market Purchase
5     Amend Articles of Association Re: B       For       For        Management
      Shares and Deferred Shares


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

NEW JERSEY RESOURCES CORP.

Ticker:       NJR            Security ID:  646025106
Meeting Date: JAN 25, 2006   Meeting Type: Annual
Record Date:  DEC 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director M. William Howard, Jr.     For       For        Management
1.2   Elect Director J. Terry Strange           For       For        Management
1.3   Elect Director Gary W. Wolf               For       For        Management
1.4   Elect Director George R. Zoffinger        For       For        Management
2     Approve Outside Director Stock Awards     For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


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

NEXTEL COMMUNICATIONS, INC.

Ticker:       NXTL           Security ID:  65332V103
Meeting Date: JUL 13, 2005   Meeting Type: Annual
Record Date:  MAY 20, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management
3.1   Elect Director Timothy M. Donahue         For       For        Management
3.2   Elect Director Frank M. Drendel           For       For        Management
3.3   Elect Director William E. Kennard         For       For        Management
4     Ratify Auditors                           For       For        Management
5     Approve Omnibus Stock Plan                For       For        Management


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

NEXTEL PARTNERS, INC.

Ticker:       NXTP           Security ID:  65333F107
Meeting Date: OCT 24, 2005   Meeting Type: Special
Record Date:  SEP 9, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Exercise of Put Right             For       For        Management
2     Adjourn Meeting                           For       For        Management


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

NORTHWEST NATURAL GAS CO.

Ticker:       NWN            Security ID:  667655104
Meeting Date: MAY 25, 2006   Meeting Type: Annual
Record Date:  APR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Timothy P. Boyle           For       For        Management
1.2   Elect Director Mark S. Dodson             For       For        Management
1.3   Elect Director Randall C. Pape            For       For        Management
1.4   Elect Director Richard L. Woolworth       For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
4     Company Specific --Restated Articles of   For       For        Management
      Incorporation
5     Company Specific --Amendment to Article   For       For        Management
      IV of the Restated Articles of
      Incorporation
6     Ratify Auditors                           For       For        Management


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

NSTAR

Ticker:       NST            Security ID:  67019E107
Meeting Date: MAY 4, 2006    Meeting Type: Annual
Record Date:  MAR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Thomas G. Dignan, Jr.      For       For        Management
1.2   Elect Director Matina S. Horner           For       For        Management
1.3   Elect Director Gerald L. Wilson           For       For        Management
2     Ratify Auditors                           For       For        Management


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

ONEOK, INC.

Ticker:       OKE            Security ID:  682680103
Meeting Date: MAY 18, 2006   Meeting Type: Annual
Record Date:  MAR 21, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William L. Ford            For       For        Management
1.2   Elect Director Douglas Ann Newsom, Ph.D.  For       For        Management
1.3   Elect Director Gary D. Parker             For       For        Management
1.4   Elect Director Eduardo A. Rodriguez       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Separate Chairman and CEO Positions       Against   For        Shareholder


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

ORASCOM TELECOM  HOLDING

Ticker:       ORSMY          Security ID:  68554W205
Meeting Date: APR 30, 2006   Meeting Type: Annual
Record Date:  APR 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     RATIFICATION OF THE BOARD OF DIRECTORS'   For       Did Not    Management
      REPORT ON THE ACTIVITIES OF THE COMPANY             Vote
      FOR THE FINANCIAL YEAR ENDING DEC. 31,
      2005.
2     RATIFICATION OF AUDITOR'S REPORT ON THE   For       Did Not    Management
      BALANCE SHEET AND INCOME STATEMENT FOR              Vote
      THE FINANCIAL YEAR ENDING DEC. 31, 2005.
3     APPROVAL OF THE FINANCIAL STATEMENTS,     For       Did Not    Management
      ENDORSEMENT OF THE COMPANY'S GENERAL                Vote
      BUDGET AND THE CALCULATIONS OF PROFIT AND
      LOSSES INCURRED FOR THE FINANCIAL YEAR
      ENDING DEC. 31, 2005.
4     CONSIDER THE BOARD OF DIRECTORS' PROPOSAL For       Did Not    Management
      IN RELATION TO DIVIDEND DISTRIBUTION FOR            Vote
      THE FINANCIAL YEAR ENDING DEC. 31, 2005.
5     INDEMNIFICATION OF BOARD MEMBERS FOR      For       Did Not    Management
      ACTIONS PERFORMED DURING THE FINANCIAL              Vote
      YEAR ENDING DEC. 31, 2005.
6     RATIFICATION AND APPROVAL OF THE          For       Did Not    Management
      REMUNERATION OF THE BOARD OF DIRECTORS.             Vote
7     RE-APPOINTMENT OF THE COMPANY'S AUDITORS  For       Did Not    Management
      AND APPROVAL OF THEIR REMUNERATION.                 Vote
8     DELEGATION OF POWERS TO THE BOARD OF      For       Did Not    Management
      DIRECTORS TO ENTER INTO AND EXECUTE                 Vote
      RELATED PARTY CONTRACTS WITH THE
      SUBSIDIARIES AND SISTER COMPANIES OF THE
      COMPANY.
9     DELEGATION OF POWERS TO THE BOARD OF      For       Did Not    Management
      DIRECTORS FOR ENTERING INTO PLEDGE                  Vote
      CONTRACTS AS WELL AS ISSUANCE OF SECURITY
      TO LENDERS.
10    RATIFICATION OF THE DONATIONS MADE DURING For       Did Not    Management
      FISCAL YEAR 2005 AND DELEGATING BOARD OF            Vote
      DIRECTORS THE POWER TO MAKE DONATIONS IN
      FISCAL YEAR 2006.
11    RATIFICATION OF THE CHANGES TO THE        For       Did Not    Management
      MEMBERSHIP OF THE BOARD OF DIRECTORS OF             Vote
      THE COMPANY AND THE RE-CONSTITUTION OF
      THE BOARD OF DIRECTORS.


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

ORASCOM TELECOM  HOLDING

Ticker:       ORSMY          Security ID:  68554W205
Meeting Date: NOV 1, 2005    Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Ratification of the Board of Directors'   For       Did Not    Management
      Report on the Activities of the Company             Vote
      for the First Half of the Financial Year
      Ending December 31, 2005
2     Ratification of the Auditor's Report on   For       Did Not    Management
      the Balance Sheet and Income statement of           Vote
      the Company for First Half of the
      Financial Year Ending December 31, 2005
3     Approval of the Balance Sheet and Income  For       Did Not    Management
      Statement of the Company for First Half             Vote
      of the Financial Year Ending December 31,
      2005
4     Consider the Board of Director's Proposal For       Did Not    Management
      Re: Dividend Distribution for First Half            Vote
      of the Financial Year Ending December 31,
      2005
5     Ratify Changes to the Membership of the   For       Did Not    Management
      Board of Directors of the Company and               Vote
      Reconstitution of the Board of Directors


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

ORASCOM TELECOM  HOLDING

Ticker:       ORSMY          Security ID:  68554W205
Meeting Date: NOV 1, 2005    Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve the Amendment of Article of the   For       Did Not    Management
      Statutes of the Company To Provide for              Vote
      the Distribution of Interim Dividends to
      Shareholders
2     Approve the Amendment of Articles of the  For       Did Not    Management
      Statutes of the Company Re: Amendment of            Vote
      the Nominal Value of the Shares


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

PEABODY ENERGY CORP.

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

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


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

PETROLEO BRASILEIRO

Ticker:       PBR            Security ID:  71654V408
Meeting Date: APR 3, 2006    Meeting Type: Annual
Record Date:  MAR 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE MANAGEMENT REPORT,        For       For        Management
      FINANCIAL STATEMENTS AND AUDIT COMMITTEE
      S OPINION FOR THE FISCAL YEAR 2005.
2     APPROVAL OF THE CAPITAL EXPENDITURE       For       For        Management
      BUDGET FOR THE FISCAL YEAR 2006.
3     APPROVAL OF THE DISTRIBUTION OF RESULTS   For       For        Management
      FOR THE FISCAL YEAR 2005.
4     APPROVAL OF THE ELECTION OF MEMBERS OF    For       For        Management
      THE BOARD OF DIRECTORS.
5     APPROVAL OF THE ELECTION OF CHAIRMAN OF   For       For        Management
      THE BOARD OF DIRECTORS.
6     APPROVAL OF THE ELECTION OF MEMBERS OF    For       For        Management
      THE FISCAL COUNCIL AND THEIR RESPECTIVE
      SUBSTITUTES.
7     APPROVAL OF THE ESTABLISHMENT OF THE      For       Against    Management
      MANAGEMENT COMPENSATION, AS WELL AS THEIR
      PARTICIPATION IN THE PROFITS PURSUANT TO
      ARTICLES 41 AND 56 OF THE COMPANY S
      BYLAWS, AS WELL OF MEMBERS OF THE FISCAL
      COUNCIL.
8     APPROVAL OF THE INCREASE IN THE CAPITAL   For       For        Management
      STOCK THROUGH THE INCORPORATION OF PART
      OF THE REVENUE RESERVES CONSTITUTED IN
      PREVIOUS FISCAL YEARS AMOUNTING TO R$
      15.352 MILLION, INCREASING THE CAPITAL
      STOCK FROM R$ 32,896 MILLION TO R$ 48.248
      MILLION WITHOUT


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

PETROLEO BRASILEIRO

Ticker:       PBR            Security ID:  71654V408
Meeting Date: MAY 22, 2006   Meeting Type: Special
Record Date:  MAY 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE  PROTOCOL AND             For       For        Management
      JUSTIFICATION OF THE INCORPORATION OF THE
      SHARES OF PETROBRAS QUIMICA S.A. -
      PETROQUISA BY PETROLEO BRASILEIRO S.A.
2     RATIFICATION AND APPOINTMENT OF A         For       For        Management
      SPECIALIZED FIRM TO EVALUATE THE
      SHAREHOLDERS EQUITY AND BOOK VALUE OF
      PETROBRAS
3     APPROVAL OF THE VALUATION OF THE          For       For        Management
      SHAREHOLDERS  EQUITY AND BOOK VALUE
      REPORT OF PETROBRAS
4     APPROVAL OF THE VALUATION OF THE          For       For        Management
      SHAREHOLDERS EQUITY BOOK VALUE AND NET
      BOOK ASSETS OF PETROQUISA
5     RATIFICATION AND APPOINTMENT OF A         For       For        Management
      SPECIALIZED FIRM TO UNDERTAKE AN ECONOMIC
      AND FINANCIAL VALUATION OF PETROBRAS
6     APPROVAL OF THE ECONOMIC AND FINANCIAL    For       For        Management
      VALUATION OF PETROBRAS
7     APPROVAL OF THE INCORPORATION OF THE      For       For        Management
      TOTAL NUMBER OF PETROQUISA SHARES HELD BY
      MINORITY SHAREHOLDERS INTO PETROBRAS
      EQUITY
8     APPROVAL OF THE ALTERATIONS TO PETROBRAS  For       For        Management
      BYLAWS AS PROVIDED FOR IN THE  PROTOCOL
      AND JUSTIFICATION OF THE INCORPORATION OF
      THE SHARES OF PETROBRAS QUIMICA S.A. -
      PETROQUISA BY PETROLEO BRASILEIRO S.A. -
      PETROBRAS
9     AUTHORIZATION FOR THE EXECUTIVE BOARD TO  For       For        Management
      PRACTICE ALL THE ACTS NEEDED FOR THE
      EXECUTION OF THE ABOVE ACTIONS


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

PG&E CORP.

Ticker:       PCG            Security ID:  69331C108
Meeting Date: APR 19, 2006   Meeting Type: Annual
Record Date:  FEB 21, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David R. Andrews           For       For        Management
1.2   Elect Director Leslie S. Biller           For       For        Management
1.3   Elect Director David A. Coulter           For       For        Management
1.4   Elect Director C. Lee Cox                 For       For        Management
1.5   Elect Director Peter A. Darbee            For       For        Management
1.6   Elect Director Maryellen C. Herringer     For       For        Management
1.7   Elect Director Mary S. Metz               For       For        Management
1.8   Elect Director Barbara L. Rambo           For       For        Management
1.9   Elect Director Barry Lawson Williams      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Shareholder Rights Plan (Poison    Against   Against    Shareholder
      Pill) to Shareholder Vote
4     Provide for an Independent Chairman       Against   Against    Shareholder


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

PPL CORP.

Ticker:       PPL            Security ID:  69351T106
Meeting Date: APR 28, 2006   Meeting Type: Annual
Record Date:  FEB 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John W. Conway             For       For        Management
1.2   Elect Director E. Allen Deaver            For       For        Management
1.3   Elect Director James H. Miller            For       For        Management
1.4   Elect Director Susan M. Stalnecker        For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Ratify Auditors                           For       For        Management
4     Adopt Simple Majority Vote                Against   For        Shareholder


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

QUALCOMM INC.

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

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


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

QUESTAR CORP.

Ticker:       STR            Security ID:  748356102
Meeting Date: MAY 16, 2006   Meeting Type: Annual
Record Date:  MAR 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Keith O. Rattie            For       For        Management
1.2   Elect Director M. W. Scoggins             For       For        Management
1.3   Elect Director Harris H. Simmons          For       For        Management
1.4   Elect Director Bruce A. Williamson        For       For        Management


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

SEMPRA ENERGY

Ticker:       SRE            Security ID:  816851109
Meeting Date: MAY 4, 2006    Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James G. Brocksmith, Jr.   For       For        Management
1.2   Elect Director Donald E. Felsinger        For       For        Management
1.3   Elect Director William D. Jones           For       For        Management
1.4   Elect Director William G. Ouchi, Ph.D.    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards


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

SOUTHERN COMPANY

Ticker:       SO             Security ID:  842587107
Meeting Date: MAY 24, 2006   Meeting Type: Annual
Record Date:  MAR 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Juanita Powell Baranco     For       For        Management
1.2   Elect Director Dorrit J. Bern             For       For        Management
1.3   Elect Director Francis S. Blake           For       For        Management
1.4   Elect Director Thomas F. Chapman          For       For        Management
1.5   Elect Director Donald M. James            For       For        Management
1.6   Elect Director Zack T. Pate               For       For        Management
1.7   Elect Director J. Neal Purcell            For       For        Management
1.8   Elect Director David M. Ratcliffe         For       For        Management
1.9   Elect Director William G. Smith, Jr.      For       For        Management
1.10  Elect Director Gerald J. St. Pe           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

SPRINT NEXTEL CORP

Ticker:       S              Security ID:  852061100
Meeting Date: APR 18, 2006   Meeting Type: Annual
Record Date:  FEB 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Keith J. Bane              For       For        Management
1.2   Elect Director Gordon M. Bethune          For       For        Management
1.3   Elect Director Timothy M. Donahue         For       For        Management
1.4   Elect Director Frank M. Drendel           For       For        Management
1.5   Elect Director Gary D. Forsee             For       For        Management
1.6   Elect Director James H. Hance, Jr.        For       For        Management
1.7   Elect Director V. Janet Hill              For       For        Management
1.8   Elect Director Irvine O. Hockaday, Jr     For       For        Management
1.9   Elect Director William E. Kennard         For       For        Management
1.10  Elect Director Linda Koch Lorimer         For       For        Management
1.11  Elect Director Stephanie M. Shern         For       For        Management
1.12  Elect Director William H. Swanson         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
4     Restore or Provide for Cumulative Voting  Against   Against    Shareholder


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

SPRINT NEXTEL CORP

Ticker:       S              Security ID:  852061100
Meeting Date: JUL 13, 2005   Meeting Type: Annual
Record Date:  MAY 20, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Increase Authorized Common Stock          For       For        Management
2     Amend Articles/Bylaws/Charter-Non-Routine For       For        Management
3     Change Company Name                       For       For        Management
4     Issue Shares in Connection with an        For       For        Management
      Acquisition
5     Adjourn Meeting                           For       For        Management
6.1   Elect  Director Gordon M. Bethune         For       For        Management
6.2   Elect  Director Dr. E. Linn Draper, Jr.   For       For        Management
6.3   Elect  Director James H. Hance, Jr.       For       For        Management
6.4   Elect  Director Deborah A. Henretta       For       For        Management
6.5   Elect  Director Irvine O. Hockaday, Jr.   For       For        Management
6.6   Elect  Director Linda Koch Lorimer        For       For        Management
6.7   Elect  Director Gerald L. Storch          For       For        Management
6.8   Elect  Director William H. Swanson        For       For        Management
7     Ratify Auditors                           For       For        Management
8     Review Executive Compensation             Against   Against    Shareholder


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

SUEZ SA(FORMERLY SUEZ LYONNAISE DES EAUX)

Ticker:                      Security ID:  F90131115
Meeting Date: MAY 5, 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     Approve 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 per Share                        Vote
4     Approve Special Auditors' Report          For       Did Not    Management
      Regarding Related-Party Transactions                Vote
5     Reelect Jean-Jacque Salane as Director    For       Did Not    Management
                                                          Vote
6     Authorize Repurchase of Up to Ten Percent For       Did Not    Management
      of Issued Share Capital                             Vote
7     Authorize Issuance of Equity or           For       Did Not    Management
      Equity-Linked Securities with Preemptive            Vote
      Rights up to Aggregate Nominal Amount of
      EUR 500 Million
8     Authorize Issuance of Equity or           For       Did Not    Management
      Equity-Linked Securities without                    Vote
      Preemptive Rights up to Aggregate Nominal
      Amount of EUR 500 Million
9     Authorize Board to Set Issue Price for 10 For       Did Not    Management
      Percent of Issued Capital Pursuant to               Vote
      Issue Authority without Preemptive Rights
10    Approve Issuance of Free Warrants up to   For       Did Not    Management
      an Aggregate Nominal Amount of EUR 2.7              Vote
      Billion During a Takeover
11    Approve Issuance of Securities            For       Did Not    Management
      Convertible into Debt up to an Aggregate            Vote
      Amount of EUR 5 Billions
12    Approve Employee Savings-Related Share    For       Did Not    Management
      Purchase Plan                                       Vote
13    Approve Issuance of up to 15 Million      For       Did Not    Management
      Shares to Spring Multiple 2006 SCA in               Vote
      Connection with Share Purchase Plan for
      Employees of International Subsidiaries
14    Approve Reduction in Share Capital via    For       Did Not    Management
      Cancellation of Repurchased Shares                  Vote
15    Amend Articles of Association Re:         For       Did Not    Management
      Shareholding Disclosure Threshold                   Vote
16    Authorize Filling of Required             For       Did Not    Management
      Documents/Other Formalities                         Vote


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

SUNCOR ENERGY INC

Ticker:       SU.            Security ID:  867229106
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  FEB 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Mel E. Benson             For       For        Management
1.2   Elect  Director Brian A. Canfield         For       For        Management
1.3   Elect  Director Bryan P. Davies           For       For        Management
1.4   Elect  Director Brian A. Felesky          For       For        Management
1.5   Elect  Director John T. Ferguson          For       For        Management
1.6   Elect  Director W. Douglas Ford           For       For        Management
1.7   Elect  Director Richard L. George         For       For        Management
1.8   Elect  Director John R. Huff              For       For        Management
1.9   Elect  Director M. Ann McCaig             For       For        Management
1.10  Elect  Director Michael W. O'Brien        For       Withhold   Management
1.11  Elect  Director JR Shaw                   For       For        Management
1.12  Elect  Director Eira M. Thomas            For       For        Management
2     Ratify PricewaterhouseCoopers as Auditors For       For        Management


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

TALISMAN ENERGY INC.

Ticker:       TLM.           Security ID:  87425E103
Meeting Date: MAY 9, 2006    Meeting Type: Annual/Special
Record Date:  MAR 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Douglas D. Baldwin         For       For        Management
1.2   Elect Director James W. Buckee            For       For        Management
1.3   Elect Director William R.P. Dalton        For       For        Management
1.4   Elect Director Kevin S. Dunne             For       For        Management
1.5   Elect Director Lawrence G. Tapp           For       For        Management
1.6   Elect Director Stella M. Thompson         For       For        Management
1.7   Elect Director Robert G. Welty            For       For        Management
1.8   Elect Director Charles R. Williamson      For       For        Management
1.9   Elect Director Charles W. Wilson          For       For        Management
2     Ratify Ernst & Young LLP as Auditors      For       For        Management
3     Approve Stock Split                       For       For        Management


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

TORTOISE ENERGY CAPITAL CORP.

Ticker:       TYY            Security ID:  89147U100
Meeting Date: APR 12, 2006   Meeting Type: Annual
Record Date:  JAN 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Terry C. Matlack           For       For        Management
1.2   Elect Director Charles E. Heath           For       For        Management
2     Approve Sale of Common Shares Below Net   For       For        Management
      Asset Value
3     Ratify Auditors                           For       For        Management


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

TURKCELL ILETISIM HIZMETLERI

Ticker:       TKC            Security ID:  900111204
Meeting Date: APR 28, 2006   Meeting Type: Special
Record Date:  MAR 29, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     OPENING AND ELECTION OF THE PRESIDENCY    For       Did Not    Management
      BOARD.                                              Vote
2     AUTHORIZING THE PRESIDENCY BOARD TO SIGN  For       Did Not    Management
      THE MINUTES OF THE MEETING.                         Vote
3     REVIEW, DISCUSSION AND APPROVAL OF THE    For       Did Not    Management
      BALANCE SHEET AND PROFITS/LOSS STATEMENTS           Vote
      RELATING TO FISCAL YEAR 2005.
4     RELEASE OF THE BOARD MEMBERS AND AUDITORS For       Did Not    Management
      FROM ACTIVITIES AND OPERATIONS OF THE               Vote
      COMPANY IN YEAR 2005.
5     RE-ELECTION OF THE BOARD OF DIRECTORS     For       Did Not    Management
      MEMBERS AND DETERMINATION OF THEIR                  Vote
      REMUNERATION.
6     ELECTION OF AUDITORS FOR A PERIOD OF ONE  For       Did Not    Management
      YEAR AND DETERMINATION OF THEIR                     Vote
      REMUNERATION.
7     DISCUSSION OF AND DECISION ON THE BOARD   For       Did Not    Management
      OF DIRECTORS  PROPOSAL CONCERNING THE               Vote
      DISTRIBUTION OF PROFIT FOR YEAR 2005.
8     DISCUSSION OF AND APPROVAL OF THE         For       Did Not    Management
      ELECTION OF THE INDEPENDENT AUDIT FIRM              Vote
      REALIZED BY THE BOARD OF DIRECTORS, ALL
      AS MORE FULLY DESCRIBED IN THE PROXY
      STATEMENT.
9     DECISION PERMITTING THE BOARD MEMBERS TO, For       Did Not    Management
      DIRECTLY OR ON BEHALF OF OTHERS, BE                 Vote
      ACTIVE IN AREAS FALLING WITHIN OR OUTSIDE
      THE SCOPE OF THE COMPANY S AND TO
      PARTICIPATE IN COMPANIES OPERATING IN THE
      SAME BUSINESS AND TO PERFORM OTHER ACTS
      IN COMPLIANCE WITH


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

TXU CORP.

Ticker:       TXU            Security ID:  873168108
Meeting Date: MAY 19, 2006   Meeting Type: Annual
Record Date:  MAR 21, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director E. Gail de Planque         For       For        Management
1.2   Elect Director Leldon E. Echols           For       For        Management
1.3   Elect Director Kerney Laday               For       For        Management
1.4   Elect Director Jack E. Little             For       For        Management
1.5   Elect Director Gerardo I. Lopez           For       For        Management
1.6   Elect Director J.E. Oesterreicher         For       For        Management
1.7   Elect Director Michael W. Ranger          For       For        Management
1.8   Elect Director Leonard H. Roberts         For       For        Management
1.9   Elect Director Glenn F. Tilton            For       For        Management
1.10  Elect Director C. John Wilder             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Establish Range For Board Size            For       For        Management
4     Amend Articles/Bylaws/Charter-Non-Routine For       For        Management
5     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

VERIZON COMMUNICATIONS

Ticker:       VZ             Security ID:  92343V104
Meeting Date: MAY 4, 2006    Meeting Type: Annual
Record Date:  MAR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James R. Barker            For       For        Management
1.2   Elect Director Richard L. Carrion         For       For        Management
1.3   Elect Director Robert W. Lane             For       For        Management
1.4   Elect Director Sandra O. Moose            For       For        Management
1.5   Elect Director Joseph Neubauer            For       For        Management
1.6   Elect Director Donald T. Nicolaisen       For       For        Management
1.7   Elect Director Thomas H. O'Brien          For       For        Management
1.8   Elect Director Clarence Otis, Jr.         For       For        Management
1.9   Elect Director Hugh B. Price              For       For        Management
1.10  Elect Director Ivan G. Seidenberg         For       For        Management
1.11  Elect Director Walter V. Shipley          For       For        Management
1.12  Elect Director John R. Stafford           For       For        Management
1.13  Elect Director Robert D. Storey           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   Against    Shareholder
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
5     Require Majority of Independent Directors Against   Against    Shareholder
      on Board
6     Company-Specific-Directors on Common      Against   Against    Shareholder
      Boards
7     Separate Chairman and CEO Positions       Against   For        Shareholder
8     Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards
9     Report on Political Contributions         Against   Against    Shareholder


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

WILLIAMS COMPANIES, INC., THE

Ticker:       WMB            Security ID:  969457100
Meeting Date: MAY 18, 2006   Meeting Type: Annual
Record Date:  MAR 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Irl F. Engelhardt          For       For        Management
1.2   Elect Director William R. Granberry       For       For        Management
1.3   Elect Director William E. Green           For       For        Management
1.4   Elect Director W.R. Howell                For       For        Management
1.5   Elect Director George A. Lorch            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

XCEL ENERGY INC.

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

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

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





                                   SIGNATURES

     Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                              Registrant: AllianceBernstein Utility Income
                                          Fund, Inc.


                              By: Marc O. Mayer*
                                  -----------------------
                                  Chief Executive Officer



                              Date:  August 29, 2006



*By: /s/ Emilie D. Wrapp
     --------------------
         Emilie D. Wrapp
         Secretary