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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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. - -------------------------------------------------------------------------------- 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). - -------------------------------------------------------------------------------- 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. - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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