UNITED STATES

                       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 811-3561

                      CAPITAL APPRECIATION VARIABLE ACCOUNT
               (Exact name of registrant as specified in charter)

                500 Boylston Street, Boston, Massachusetts 02116
               (Address of principal executive offices) (Zip code)

                                 Susan S. Newton
                    Massachusetts Financial Services Company
                               500 Boylston Street
                           Boston, Massachusetts 02116
                    (Name and address of agents for service)

       Registrant's telephone number, including area code: (617) 954-5000

                      Date of fiscal year end: December 31

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



ITEM 1. PROXY VOTING RECORD.


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

ICA File Number: 811-03561
Reporting Period: 07/01/2005 - 06/30/2006
Capital Appreciation Variable Account









==================== CAPITAL APPRECIATION VARIABLE ACCOUNT =====================


ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 28, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Roxanne S. Austin          For       For        Management
1.2   Elect Director William M. Daley           For       For        Management
1.3   Elect Director W. James Farrell           For       For        Management
1.4   Elect Director H. Laurance Fuller         For       For        Management
1.5   Elect Director Richard A. Gonzalez        For       For        Management
1.6   Elect Director Jack M. Greenberg          For       For        Management
1.7   Elect Director Lord Owen                  For       For        Management
1.8   Elect Director Boone Powell, Jr.          For       For        Management
1.9   Elect Director W. Ann Reynolds, Ph.D.     For       For        Management
1.10  Elect Director Roy S. Roberts             For       For        Management
1.11  Elect Director William D. Smithburg       For       For        Management
1.12  Elect Director John R. Walter             For       For        Management
1.13  Elect Director Miles D. White             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Performance-Based Equity Awards           Against   Against    Shareholder
4     Report on Political Contributions         Against   Against    Shareholder
5     Separate Chairman and CEO Positions       Against   Against    Shareholder


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ACCENTURE LTD BERMUDA

Ticker:       ACN            Security ID:  G1150G111
Meeting Date: FEB 1, 2006    Meeting Type: Annual
Record Date:  DEC 5, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPOINTMENT OF THE FOLLOWING NOMINEE TO   For       Did Not    Management
      THE BOARD OF DIRECTORS: DINA DUBLON                 Vote
2     APPOINTMENT OF THE FOLLOWING NOMINEE TO   For       Did Not    Management
      THE BOARD OF DIRECTORS: WILLIAM D. GREEN            Vote
3     Ratify Auditors                           For       Did Not    Management
                                                          Vote


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ADOBE SYSTEMS INC.

Ticker:       ADBE           Security ID:  00724F101
Meeting Date: MAR 28, 2006   Meeting Type: Annual
Record Date:  FEB 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Edward W. Barnholt         For       For        Management
1.2   Elect Director Michael R. Cannon          For       For        Management
1.3   Elect Director Bruce R. Chizen            For       For        Management
1.4   Elect Director James E. Daley             For       For        Management
1.5   Elect Director Charles M. Geschke         For       For        Management
1.6   Elect Director Delbert W. Yocam           For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


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ADVANCED MEDICAL OPTICS, INC.

Ticker:       EYE            Security ID:  00763M108
Meeting Date: MAY 25, 2006   Meeting Type: Annual
Record Date:  MAR 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William J. Link, Ph.D.     For       For        Management
1.2   Elect Director Michael A. Mussallem       For       For        Management
1.3   Elect Director Deborah J. Neff            For       For        Management
2     Ratify Auditors                           For       For        Management


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AMDOCS LIMITED

Ticker:       DOX            Security ID:  G02602103
Meeting Date: JAN 19, 2006   Meeting Type: Annual
Record Date:  NOV 30, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Bruce K. Anderson         For       For        Management
1.2   Elect  Director Adrian Gardner            For       For        Management
1.3   Elect  Director Charles E. Foster         For       For        Management
1.4   Elect  Director James S. Kahan            For       For        Management
1.5   Elect  Director Dov Baharav               For       For        Management
1.6   Elect  Director Julian A. Brodsky         For       For        Management
1.7   Elect  Director Eli Gelman                For       For        Management
1.8   Elect  Director Nehemia Lemelbaum         For       For        Management
1.9   Elect  Director John T. Mclennan          For       For        Management
1.10  Elect  Director Robert A. Minicucci       For       For        Management
1.11  Elect  Director Simon Olswang             For       For        Management
1.12  Elect  Director Mario Segal               For       For        Management
2     APPROVAL OF AMENDMENT OF THE 1998 STOCK   For       Against    Management
      OPTION AND INCENTIVE PLAN TO INCREASE THE
      NUMBER OF SHARES AUTHORIZED FOR ISSUANCE
      THEREUNDER, TO CONTINUE THE TERM OF THE
      PLAN FOR AN ADDITIONAL 10-YEAR TERM AND
      TO MAKE OTHER CHANGES AS DESCRIBED IN THE
      ACCOMPANY
3     APPROVAL OF SPECIAL RESOLUTION TO PERMIT  For       For        Management
      DIRECT REPURCHASE BY THE COMPANY OF
      UNVESTED SHARES OF RESTRICTED STOCK
      GRANTED UNDER THE 1998 STOCK OPTION AND
      INCENTIVE PLAN UPON TERMINATION OF
      EMPLOYMENT OR SERVICE.
4     APPROVAL OF CONSOLIDATED FINANCIAL        For       For        Management
      STATEMENTS FOR FISCAL YEAR 2005.
5     RATIFICATION AND APPROVAL OF ERNST &      For       For        Management
      YOUNG LLP AND AUTHORIZATION OF AUDIT
      COMMITTEE OF BOARD TO FIX REMUNERATION.


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AMERICAN EXPRESS CO.

Ticker:       AXP            Security ID:  025816109
Meeting Date: APR 24, 2006   Meeting Type: Annual
Record Date:  FEB 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Daniel F. Akerson          For       For        Management
1.2   Elect Director Charlene Barshefsky        For       For        Management
1.3   Elect Director Ursula M. Burns            For       For        Management
1.4   Elect Director Kenneth I. Chenault        For       For        Management
1.5   Elect Director Peter Chernin              For       For        Management
1.6   Elect Director Peter R. Dolan             For       For        Management
1.7   Elect Director Vernon E. Jordan, Jr.      For       For        Management
1.8   Elect Director Jan Leschly                For       For        Management
1.9   Elect Director Ricahrd A. McGinn          For       For        Management
1.10  Elect Director Edward D. Miller           For       For        Management
1.11  Elect Director Frank P. Popoff            For       For        Management
1.12  Elect Director Robert D. Walter           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit/Prohibit Executive Stock-Based      Against   Against    Shareholder
      Awards
4     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
5     Exclude Reference to Sexual Orientation   Against   Against    Shareholder
      from the Company's EEO Statement
6     Company-Specific -- Reimbursement of      Against   Against    Shareholder
      Expenses for Certain
      Shareholder-Nominated Director Candidates


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AMERICAN INTERNATIONAL GROUP, INC.

Ticker:       AIG            Security ID:  026874107
Meeting Date: AUG 11, 2005   Meeting Type: Annual
Record Date:  JUN 24, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director M. Aidinoff                For       For        Management
1.2   Elect Director P. Chia                    For       For        Management
1.3   Elect Director M. Cohen                   For       For        Management
1.4   Elect Director W. Cohen                   For       For        Management
1.5   Elect Director M. Feldstein               For       For        Management
1.6   Elect Director E. Futter                  For       For        Management
1.7   Elect Director S. Hammerman               For       For        Management
1.8   Elect Director C. Hills                   For       For        Management
1.9   Elect Director R. Holbrooke               For       For        Management
1.10  Elect Director D. Kanak                   For       For        Management
1.11  Elect Director G. Miles, Jr               For       For        Management
1.12  Elect Director M. Offit                   For       For        Management
1.13  Elect Director M. Sullivan                For       For        Management
1.14  Elect Director E. Tse                     For       For        Management
1.15  Elect Director F. Zarb                    For       For        Management
2     Ratify Auditors                           For       For        Management


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AMERICAN INTERNATIONAL GROUP, INC.

Ticker:       AIG            Security ID:  026874107
Meeting Date: MAY 17, 2006   Meeting Type: Annual
Record Date:  MAR 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Pei-yuan Chia              For       For        Management
1.2   Elect Director Marshall A. Cohen          For       For        Management
1.3   Elect Director Martin S. Feldstein        For       For        Management
1.4   Elect Director Ellen V. Futter            For       For        Management
1.5   Elect Director Stephen L. Hammerman       For       For        Management
1.6   Elect Director Richard C. Holbrooke       For       For        Management
1.7   Elect Director Fred H. Langhammer         For       For        Management
1.8   Elect Director George L. Miles, Jr.       For       For        Management
1.9   Elect Director Morris W. Offit            For       For        Management
1.10  Elect Director James F. Orr, III          For       For        Management
1.11  Elect Director Martin J. Sullivan         For       For        Management
1.12  Elect Director Michael H. Sutton          For       For        Management
1.13  Elect Director Edmund S.W. Tse            For       For        Management
1.14  Elect Director Robert B. Willumstad       For       For        Management
1.15  Elect Director Frank G. Zarb              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management


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AMGEN, INC.

Ticker:       AMGN           Security ID:  031162100
Meeting Date: MAY 10, 2006   Meeting Type: Annual
Record Date:  MAR 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frederick W. Gluck         For       For        Management
1.2   Elect Director J. Paul Reason             For       For        Management
1.3   Elect Director Donald B. Rice             For       For        Management
1.4   Elect Director Leonard D. Schaeffer       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Stock Retention                           Against   Against    Shareholder
4     Link Executive Compensation to Social     Against   Against    Shareholder
      Issues
5     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
6     Develop an Animal Welfare Policy          Against   Against    Shareholder
7     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
8     Report on Political Contributions         For       For        Shareholder


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ANALOG DEVICES, INC.

Ticker:       ADI            Security ID:  032654105
Meeting Date: MAR 14, 2006   Meeting Type: Annual
Record Date:  JAN 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James A. Champy            For       For        Management
1.2   Elect Director Kenton J. Sicchitano       For       For        Management
1.3   Elect Director Lester C. Thurow           For       For        Management
2     Approve Omnibus Stock Plan                For       Against    Management
3     Ratify Auditors                           For       For        Management
4     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors


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BHP BILLITON LIMITED (FORMERLY BHP LTD.)

Ticker:       BHP            Security ID:  088606108
Meeting Date: NOV 25, 2005   Meeting Type: Annual
Record Date:  SEP 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE THE FINANCIAL STATEMENTS AND   For       For        Management
      REPORTS OF BHP BILLITON PLC.
2     TO RECEIVE THE FINANCIAL STATEMENTS AND   For       For        Management
      REPORTS OF BHP BILLITON LIMITED.
3.1   Elect  Director Mr C A S Cordeiro         For       For        Management
3.2   Elect  Director Mr C A S Cordeiro         For       For        Management
3.3   Elect  Director Hon. E G De Planque       For       For        Management
3.4   Elect  Director Hon. E G De Planque       For       For        Management
3.5   Elect  Director Mr D A Crawford           For       For        Management
3.6   Elect  Director Mr D A Crawford           For       For        Management
3.7   Elect  Director Dr D A L Jenkins          For       For        Management
3.8   Elect  Director Dr D A L Jenkins          For       For        Management
3.9   Elect  Director Mr M Salamon              For       For        Management
3.10  Elect  Director Mr M Salamon              For       For        Management
4     Ratify Auditors                           For       For        Management
5     TO RENEW THE GENERAL AUTHORITY TO ALLOT   For       For        Management
      SHARES IN BHP BILLITON PLC.
6     TO RENEW THE DISAPPLICATION OF            For       For        Management
      PRE-EMPTION RIGHTS IN BHP BILLITON PLC.
7     TO APPROVE THE RE-PURCHASE OF SHARES IN   For       For        Management
      BHP BILLITON PLC.
8     TO APPROVE THE REMUNERATION REPORT.       For       For        Management
9     TO APPROVE THE GRANT OF AWARDS OF MR C W  For       For        Management
      GOODYEAR UNDER THE GIS AND THE LTIP.
10    TO APPROVE THE GRANT OF AWARDS TO MR M    For       For        Management
      SALAMON UNDER THE GIS AND THE LTIP.
11    TO APPROVE THE AMENDMENTS TO THE ARTICLES For       For        Management
      OF ASSOCIATION OF BHP BILLITON PLC.
12    TO APPROVE THE AMENDMENTS TO THE          For       For        Management
      CONSTITUTION OF BHP BILLITON LIMITED.


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BJ SERVICES COMPANY

Ticker:       BJS            Security ID:  055482103
Meeting Date: JAN 31, 2006   Meeting Type: Annual
Record Date:  DEC 6, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John R. Huff               For       For        Management
1.2   Elect Director Michael E. Patrick         For       For        Management
2     Increase Authorized Common Stock          For       Against    Management
3     Adjourn Meeting                           For       For        Management


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CARNIVAL CORP.

Ticker:       CCL            Security ID:  143658300
Meeting Date: APR 20, 2006   Meeting Type: Annual
Record Date:  FEB 21, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Micky Arison              For       For        Management
1.2   Elect  Director Amb Richard G. Capen Jr   For       For        Management
1.3   Elect  Director Robert H. Dickinson       For       For        Management
1.4   Elect  Director Arnold W. Donald          For       For        Management
1.5   Elect  Director Pier Luigi Foschi         For       For        Management
1.6   Elect  Director Howard S. Frank           For       For        Management
1.7   Elect  Director Richard J. Glasier        For       For        Management
1.8   Elect  Director Baroness Hogg             For       For        Management
1.9   Elect  Director A. Kirk Lanterman         For       For        Management
1.10  Elect  Director Modesto A. Maidique       For       For        Management
1.11  Elect  Director Sir John Parker           For       For        Management
1.12  Elect  Director Peter G. Ratcliffe        For       For        Management
1.13  Elect  Director Stuart Subotnick          For       For        Management
1.14  Elect  Director Uzi Zucker                For       For        Management
2     Ratify Auditors                           For       For        Management
3     TO AUTHORIZE THE AUDIT COMMITTEE OF       For       For        Management
      CARNIVAL PLC TO AGREE TO THE REMUNERATION
      OF THE INDEPENDENT AUDITORS.
4     TO RECEIVE THE ACCOUNTS AND REPORTS FOR   For       For        Management
      CARNIVAL PLC FOR THE FINANCIAL YEAR ENDED
      NOVEMBER 30, 2005.
5     TO APPROVE THE DIRECTORS  REMUNERATION    For       For        Management
      REPORT OF CARNIVAL PLC.
6     TO APPROVE LIMITS ON THE AUTHORITY TO     For       Against    Management
      ALLOT SHARES BY CARNIVAL PLC.
7     TO APPROVE THE DISAPPLICATION OF          For       For        Management
      PRE-EMPTION RIGHTS FOR CARNIVAL PLC.
8     TO APPROVE A GENERAL AUTHORITY FOR        For       For        Management
      CARNIVAL PLC TO BUY BACK CARNIVAL PLC
      ORDINARY SHARES IN THE OPEN MARKET.


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CELGENE CORP.

Ticker:       CELG           Security ID:  151020104
Meeting Date: JUN 14, 2006   Meeting Type: Annual
Record Date:  APR 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John W. Jackson            For       For        Management
1.2   Elect Director Sol J. Barer, Ph.D.        For       For        Management
1.3   Elect Director Robert J. Hugin            For       For        Management
1.4   Elect Director Jack L. Bowman             For       For        Management
1.5   Elect Director Michael D. Casey           For       For        Management
1.6   Elect Director Rodman L. Drake            For       For        Management
1.7   Elect Director A. Hull Hayes, Jr., Md     For       For        Management
1.8   Elect Director Gilla Kaplan, Ph.D.        For       For        Management
1.9   Elect Director Richard C.E. Morgan        For       For        Management
1.10  Elect Director Walter L. Robb, Ph.D.      For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Ratify Auditors                           For       For        Management


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CHEESECAKE FACTORY, INC., THE

Ticker:       CAKE           Security ID:  163072101
Meeting Date: MAY 31, 2006   Meeting Type: Annual
Record Date:  APR 11, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jerome I. Kransdorf        For       For        Management
1.2   Elect Director Wayne H. White             For       For        Management
2     Ratify Auditors                           For       For        Management


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CHICAGO MERCANTILE EXCHANGE HOLDINGS, INC.

Ticker:       CME            Security ID:  167760107
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dennis H. Chookaszian      For       For        Management
1.2   Elect Director Martin J. Gepsman          For       For        Management
1.3   Elect Director Elizabeth Harrington       For       For        Management
1.4   Elect Director Leo Melamed                For       For        Management
1.5   Elect Director Alex J. Pollock            For       For        Management
1.6   Elect Director Myron S. Scholes           For       For        Management
1.7   Elect Director William R. Shepard         For       For        Management
2     Ratify Auditors                           For       For        Management


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CHICOS FAS INC.

Ticker:       CHS            Security ID:  168615102
Meeting Date: JUN 20, 2006   Meeting Type: Annual
Record Date:  APR 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Scott A. Edmonds           For       For        Management
1.2   Elect Director Charles J. Kleman          For       For        Management
1.3   Elect Director Ross E. Roeder             For       For        Management
1.4   Elect Director Michael A. Weiss           For       For        Management
2     Ratify Auditors                           For       For        Management


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CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 15, 2005   Meeting Type: Annual
Record Date:  SEP 16, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Carol A. Bartz            For       For        Management
1.2   Elect  Director M. Michele Burns          For       For        Management
1.3   Elect  Director Larry R. Carter           For       For        Management
1.4   Elect  Director John T. Chambers          For       For        Management
1.5   Elect  Director Dr. John L. Hennessy      For       For        Management
1.6   Elect  Director Richard M. Kovacevich     For       For        Management
1.7   Elect  Director Roderick C. McGeary       For       For        Management
1.8   Elect  Director James C. Morgan           For       For        Management
1.9   Elect  Director John P. Morgridge         For       For        Management
1.10  Elect  Director Steven M. West            For       For        Management
1.11  Elect  Director Jerry Yang                For       For        Management
2     Approve Stock Option Plan                 For       Against    Management
3     Ratify Auditors                           For       For        Management
4     Review/Limit Executive Compensation       Against   Against    Shareholder
5     Report on Pay Disparity                   Against   Against    Shareholder
6     Report on Human Rights Policy             Against   Against    Shareholder


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COMPANHIA VALE DO RIO DOCE

Ticker:       RIO            Security ID:  204412209
Meeting Date: JUL 19, 2005   Meeting Type: Special
Record Date:  JUN 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     THE PROPOSAL TO AMEND THE COMPANY S       For       For        Management
      BY-LAWS.
2     THE REPLACEMENT OF A MEMBER OF A FISCAL   For       For        Management
      COUNCIL, AND HIS RESPECTIVE SUBSTITUTE,
      NOMINATED BY THE CONTROLLING SHAREHOLDER.


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COOPER INDUSTRIES LTD

Ticker:       CBE            Security ID:  G24182100
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director I.J. Evans                For       For        Management
1.2   Elect  Director K.S. Hachigian            For       For        Management
1.3   Elect  Director J.R. Wilson               For       For        Management
2     Ratify Auditors                           For       For        Management
3     APPROVE THE AMENDED AND RESTATED          For       For        Management
      MANAGEMENT ANNUAL INCENTIVE PLAN.
4     APPROVE THE AMENDED AND RESTATED          For       For        Management
      DIRECTORS  STOCK PLAN.
5     SHAREHOLDER PROPOSAL REQUESTING COOPER TO Against   Against    Shareholder
      IMPLEMENT A CODE OF CONDUCT BASED ON
      INTERNATIONAL LABOR ORGANIZATION HUMAN
      RIGHTS STANDARDS.


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CORNING INC.

Ticker:       GLW            Security ID:  219350105
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  FEB 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James B. Flaws             For       For        Management
1.2   Elect Director James R. Houghton          For       For        Management
1.3   Elect Director James J. O'Connor          For       For        Management
1.4   Elect Director Deborah D. Rieman          For       For        Management
1.5   Elect Director Peter F. Volanakis         For       For        Management
1.6   Elect Director Padmasree Warrior          For       For        Management
2     Amend Qualified Employee Stock Purchase   For       Against    Management
      Plan
3     Amend Executive Incentive Bonus Plan      For       Against    Management
4     Approve Non-Employee Director Omnibus     For       Against    Management
      Stock Plan
5     Ratify Auditors                           For       For        Management
6     Declassify the Board of Directors         Against   For        Shareholder


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CVS CORPORATION

Ticker:       CVS            Security ID:  126650100
Meeting Date: MAY 11, 2006   Meeting Type: Annual
Record Date:  MAR 15, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W. Don Cornwell            For       For        Management
1.2   Elect Director David W. Dorman            For       For        Management
1.3   Elect Director Thomas P. Gerrity          For       For        Management
1.4   Elect Director Marian L. Heard            For       For        Management
1.5   Elect Director William H. Joyce           For       For        Management
1.6   Elect Director Terrence Murray            For       For        Management
1.7   Elect Director Sheli Z. Rosenberg         For       For        Management
1.8   Elect Director Thomas M. Ryan             For       For        Management
1.9   Elect Director Alfred J. Verrecchia       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
4     Submit Supplemental Executive Retirement  Against   Against    Shareholder
      Plans to Shareholder vote
5     Separate Chairman and CEO Positions       Against   Against    Shareholder
6     Report on Feasibility of Product          Against   Against    Shareholder
      Reformulation


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DELL INC.

Ticker:       DELL           Security ID:  24702R101
Meeting Date: JUL 15, 2005   Meeting Type: Annual
Record Date:  MAY 20, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Donald J. Carty            For       For        Management
1.2   Elect Director Michael S. Dell            For       For        Management
1.3   Elect Director William H. Gray, III       For       For        Management
1.4   Elect Director Judy C. Lewent             For       For        Management
1.5   Elect Director Thomas W. Luce, III        For       For        Management
1.6   Elect Director Klaus S. Luft              For       For        Management
1.7   Elect Director Alex J. Mandl              For       For        Management
1.8   Elect Director Michael A. Miles           For       For        Management
1.9   Elect Director Samuel A. Nunn, Jr.        For       For        Management
1.10  Elect Director Kevin B. Rollins           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
4     Expense Stock Options                     Against   For        Shareholder


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DENTSPLY INTERNATIONAL, INC.

Ticker:       XRAY           Security ID:  249030107
Meeting Date: MAY 10, 2006   Meeting Type: Annual
Record Date:  MAR 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Wendy L. Dixon             For       For        Management
1.2   Elect Director Leslie A. Jones            For       For        Management
1.3   Elect Director Gerald K. Kunkle, Jr.      For       For        Management
2     Ratify Auditors                           For       For        Management


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ECHOSTAR COMMUNICATIONS CORP.

Ticker:       DISH           Security ID:  278762109
Meeting Date: OCT 6, 2005    Meeting Type: Annual
Record Date:  AUG 8, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James Defranco             For       Withhold   Management
1.2   Elect Director Michael T. Dugan           For       For        Management
1.3   Elect Director Cantey Ergen               For       Withhold   Management
1.4   Elect Director Charles W. Ergen           For       Withhold   Management
1.5   Elect Director Steven R. Goodbarn         For       For        Management
1.6   Elect Director David K. Moskowitz         For       Withhold   Management
1.7   Elect Director Tom A. Ortolf              For       For        Management
1.8   Elect Director C. Michael Schroeder       For       For        Management
1.9   Elect Director Carl E. Vogel              For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Approve Non-Employee Director Stock       For       Against    Management
      Option Plan
5     Adopt Policy Prohibiting Discrimination   Against   Against    Shareholder
      based on Sexual Orientation
6     Other Business                            For       For        Management


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

ECOLAB, INC.

Ticker:       ECL            Security ID:  278865100
Meeting Date: MAY 12, 2006   Meeting Type: Annual
Record Date:  MAR 14, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Leslie S. Biller           For       For        Management
1.2   Elect Director Jerry A. Grundhofer        For       For        Management
1.3   Elect Director Kasper Rorsted             For       For        Management
1.4   Elect Director John J. Zillmer            For       For        Management
2     Ratify Auditors                           For       For        Management


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

ELECTRONIC ARTS INC.

Ticker:       ERTS           Security ID:  285512109
Meeting Date: JUL 28, 2005   Meeting Type: Annual
Record Date:  JUN 6, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director M. Richard Asher          For       For        Management
1.2   Elect  Director Leonard S. Coleman        For       For        Management
1.3   Elect  Director Gary M. Kusin             For       For        Management
1.4   Elect  Director Gregory B. Maffei         For       For        Management
1.5   Elect  Director Timothy Mott              For       For        Management
1.6   Elect  Director Vivek Paul                For       For        Management
1.7   Elect  Director Robert W. Pittman         For       For        Management
1.8   Elect  Director Lawrence F. Probst III    For       For        Management
1.9   Elect  Director Linda J. Srere            For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Amend Qualified Employee Stock Purchase   For       Against    Management
      Plan
4     Ratify Auditors                           For       For        Management


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

ELI LILLY AND CO.

Ticker:       LLY            Security ID:  532457108
Meeting Date: APR 24, 2006   Meeting Type: Annual
Record Date:  FEB 15, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Martin S. Feldstein, Ph.D. For       For        Management
1.2   Elect Director J. Erik Fyrwald            For       For        Management
1.3   Elect Director Ellen R. Marram            For       For        Management
1.4   Elect Director Sidney Taurel              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Animal Welfare Policy           Against   Against    Shareholder
4     Separate Chairman and CEO Positions       Against   Against    Shareholder
5     Declassify the Board of Directors         Against   For        Shareholder
6     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors


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

EMC CORP.

Ticker:       EMC            Security ID:  268648102
Meeting Date: MAY 4, 2006    Meeting Type: Annual
Record Date:  MAR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gail Deegan                For       For        Management
1.2   Elect Director Olli-Pekka Kallasvuo       For       For        Management
1.3   Elect Director Windle B. Priem            For       For        Management
1.4   Elect Director Alfred M. Zeien            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
4     Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards
5     Declassify the Board of Directors         Against   For        Shareholder
6     Limit Composition of Committee(s) to      Against   Against    Shareholder
      Independent Directors


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

FEDEX CORPORATION

Ticker:       FDX            Security ID:  31428X106
Meeting Date: SEP 26, 2005   Meeting Type: Annual
Record Date:  AUG 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James L. Barksdale         For       For        Management
1.2   Elect Director August A. Busch, IV        For       For        Management
1.3   Elect Director John A. Edwardson          For       For        Management
1.4   Elect Director Judith L. Estrin           For       For        Management
1.5   Elect Director J. Kenneth Glass           For       For        Management
1.6   Elect Director Philip Greer               For       For        Management
1.7   Elect Director J. R. Hyde, III            For       For        Management
1.8   Elect Director Shirley A. Jackson         For       For        Management
1.9   Elect Director Charles T. Manatt          For       For        Management
1.10  Elect Director Frederick W. Smith         For       For        Management
1.11  Elect Director Joshua I. Smith            For       For        Management
1.12  Elect Director Paul S. Walsh              For       For        Management
1.13  Elect Director Peter S. Willmott          For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Adopt Simple Majority Vote                Against   For        Shareholder
5     Report on Corporate Political             Against   Against    Shareholder
      Contributions
6     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors


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

FIRST DATA CORP.

Ticker:       FDC            Security ID:  319963104
Meeting Date: MAY 10, 2006   Meeting Type: Annual
Record Date:  MAR 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Daniel P. Burnham          For       For        Management
1.2   Elect Director Jack M. Greenberg          For       For        Management
1.3   Elect Director Courtney F. Jones          For       For        Management
1.4   Elect Director Charles T. Russell         For       For        Management
2     Elect Director David A. Coulter           For       For        Management
3     Elect Director Henry C. Duques            For       For        Management
4     Elect Director Peter B. Ellwood           For       For        Management
5     Ratify Auditors                           For       For        Management


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

FRANKLIN RESOURCES, INC.

Ticker:       BEN            Security ID:  354613101
Meeting Date: JAN 26, 2006   Meeting Type: Annual
Record Date:  NOV 30, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Samuel H. Armacost         For       For        Management
1.2   Elect Director Harmon E. Burns            For       For        Management
1.3   Elect Director Charles Crocker            For       For        Management
1.4   Elect Director Joseph R. Hardiman         For       For        Management
1.5   Elect Director Robert D. Joffe            For       For        Management
1.6   Elect Director Charles B. Johnson         For       For        Management
1.7   Elect Director Rupert H. Johnson, Jr.     For       For        Management
1.8   Elect Director Thomas H. Kean             For       For        Management
1.9   Elect Director Chutta Ratnathicam         For       For        Management
1.10  Elect Director Peter M. Sacerdote         For       For        Management
1.11  Elect Director Laura Stein                For       For        Management
1.12  Elect Director Anne M. Tatlock            For       For        Management
1.13  Elect Director Louis E. Woodworth         For       For        Management
2     Ratify Auditors                           For       For        Management


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

GENERAL ELECTRIC CO.

Ticker:       GE             Security ID:  369604103
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  FEB 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James I. Cash, Jr.         For       For        Management
1.2   Elect Director Sir William M. Castell     For       For        Management
1.3   Elect Director Ann M. Fudge               For       For        Management
1.4   Elect Director Claudio X. Gonzalez        For       For        Management
1.5   Elect Director Jeffrey R. Immelt          For       For        Management
1.6   Elect Director Andrea Jung                For       For        Management
1.7   Elect Director Alan G. Lafley             For       For        Management
1.8   Elect Director Robert W. Lane             For       For        Management
1.9   Elect Director Ralph S. Larsen            For       For        Management
1.10  Elect Director Rochelle B. Lazarus        For       For        Management
1.11  Elect Director Sam Nunn                   For       For        Management
1.12  Elect Director Roger S. Penske            For       For        Management
1.13  Elect Director Robert J. Swieringa        For       For        Management
1.14  Elect Director Douglas A. Warner, III     For       For        Management
1.15  Elect Director Robert C. Wright           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   Against    Shareholder
4     Adopt Policy on Overboarded Directors     Against   Against    Shareholder
5     Company-Specific -- One Director from the Against   Against    Shareholder
      Ranks of the Retirees
6     Separate Chairman and CEO Positions       Against   Against    Shareholder
7     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
8     Report on Environmental Policies          Against   Against    Shareholder


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

GENZYME CORP.

Ticker:       GENZ           Security ID:  372917104
Meeting Date: MAY 25, 2006   Meeting Type: Annual
Record Date:  MAR 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Victor J. Dzau, M.D.       For       For        Management
1.2   Elect Director Connie Mack, III           For       For        Management
1.3   Elect Director Henri A. Termeer           For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Amend Non-Employee Director Stock Option  For       Against    Management
      Plan
4     Declassify the Board of Directors         For       For        Management
5     Ratify Auditors                           For       For        Management
6     Submit Severance Agreement (Change in     Against   For        Shareholder
      Control) to shareholder Vote


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

GETTY IMAGES, INC.

Ticker:       GYI            Security ID:  374276103
Meeting Date: MAY 2, 2006    Meeting Type: Annual
Record Date:  MAR 2, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jonathan D. Klein          For       For        Management
1.2   Elect Director Michael A. Stein           For       For        Management
2     Ratify Auditors                           For       For        Management


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

GILEAD SCIENCES, INC.

Ticker:       GILD           Security ID:  375558103
Meeting Date: MAY 10, 2006   Meeting Type: Annual
Record Date:  MAR 22, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Paul Berg                  For       For        Management
1.2   Elect Director John F. Cogan              For       For        Management
1.3   Elect Director Etienne F. Davignon        For       For        Management
1.4   Elect Director James M. Denny             For       For        Management
1.5   Elect Director John W. Madigan            For       For        Management
1.6   Elect Director John C. Martin             For       For        Management
1.7   Elect Director Gordon E. Moore            For       For        Management
1.8   Elect Director Nicholas G. Moore          For       For        Management
1.9   Elect Director Gayle E. Wilson            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Increase Authorized Common Stock          For       For        Management
6     Report on Impact of HIV/AIDS, TB, and     Against   Against    Shareholder
      Malaria Pandemics


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

GOOGLE INC

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: MAY 11, 2006   Meeting Type: Annual
Record Date:  MAR 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Eric Schmidt               For       For        Management
1.2   Elect Director Sergey Brin                For       For        Management
1.3   Elect Director Larry Page                 For       For        Management
1.4   Elect Director L. John Doerr              For       For        Management
1.5   Elect Director John L. Hennessy           For       For        Management
1.6   Elect Director Arthur D. Levinson         For       For        Management
1.7   Elect Director Ann Mather                 For       For        Management
1.8   Elect Director Michael Moritz             For       For        Management
1.9   Elect Director Paul S. Otellini           For       For        Management
1.10  Elect Director K. Ram Shriram             For       For        Management
1.11  Elect Director Shirley M. Tilghman        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Company-Specific-Recapitalization Plan    Against   For        Shareholder


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

HOME DEPOT, INC. (THE)

Ticker:       HD             Security ID:  437076102
Meeting Date: MAY 25, 2006   Meeting Type: Annual
Record Date:  MAR 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gregory D. Brenneman       For       For        Management
1.2   Elect Director John L. Clendenin          For       For        Management
1.3   Elect Director Claudio X. Gonzalez        For       For        Management
1.4   Elect Director Milledge A. Hart, III      For       For        Management
1.5   Elect Director Bonnie G. Hill             For       For        Management
1.6   Elect Director Laban P. Jackson, Jr.      For       For        Management
1.7   Elect Director Lawrence R. Johnston       For       For        Management
1.8   Elect Director Kenneth G. Langone         For       For        Management
1.9   Elect Director Angelo R. Mozilo           For       For        Management
1.10  Elect Director Robert L. Nardelli         For       For        Management
1.11  Elect Director Thomas J. Ridge            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Disclosure of Executive          Against   Against    Shareholder
      Compensation
4     Report on EEOC-Related Activities         Against   Against    Shareholder
5     Separate Chairman and CEO Positions       Against   Against    Shareholder
6     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
7     Submit Supplemental Executive Retirement  Against   For        Shareholder
      Plans to Shareholder vote
8     Report on Political Contributions         Against   Against    Shareholder
9     Increase Disclosure of Executive          Against   Against    Shareholder
      Compensation
10    Affirm Political Non-partisanship         Against   Against    Shareholder


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

IAC/INTERACTIVECORP.

Ticker:       IACI           Security ID:  44919P102
Meeting Date: JUL 19, 2005   Meeting Type: Annual
Record Date:  JUN 3, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Donald R. Keough          For       For        Management
1.2   Elect  Director Bryan Lourd               For       For        Management
1.3   Elect  Director Gen H.N. Schwarzkopf      For       For        Management
1.4   Elect Director Edgar Bronfman, Jr.        For       For        Management
1.5   Elect Director Barry Diller               For       For        Management
1.6   Elect Director Victor A. Kaufman          For       For        Management
1.7   Elect Director Marie-Josee Kravis         For       For        Management
1.8   Elect Director Steven Rattner             For       For        Management
1.9   Elect Director Alan G. Spoon              For       For        Management
1.10  Elect Director Diane Von Furstenberg      For       For        Management
2     Approve Spin-Off Agreement                For       For        Management
3     Approve Reverse Stock Split               For       For        Management
4     Approve Director & Officer                For       For        Management
      Indemnification/Liability Provisions
5     Amend Articles--Removal of Directors      For       For        Management
6     Approve Omnibus Stock Plan                For       For        Management
7     Ratify Auditors                           For       For        Management


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

INTEL CORP.

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 17, 2006   Meeting Type: Annual
Record Date:  MAR 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Craig R. Barrett           For       For        Management
2     Elect Director Charlene Barshefsky        For       For        Management
3     Elect Director E. John P. Browne          For       For        Management
4     Elect Director D. James Guzy              For       For        Management
5     Elect Director Reed E. Hundt              For       For        Management
6     Elect Director Paul S. Otellini           For       For        Management
7     Elect Director James D. Plummer           For       For        Management
8     Elect Director David S. Pottruck          For       For        Management
9     Elect Director Jane E. Shaw               For       For        Management
10    Elect Director John L. Thornton           For       For        Management
11    Elect Director David B. Yoffie            For       For        Management
12    Rescind Fair Price Provision              For       For        Management
13    Amend Articles/Bylaws/Repeal              For       For        Management
      Supermajority Vote
14    Ratify Auditors                           For       For        Management
15    Approve Omnibus Stock Plan                For       Against    Management
16    Approve Qualified Employee Stock Purchase For       Against    Management
      Plan


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

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  FEB 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mary S. Coleman            For       For        Management
1.2   Elect Director James G. Cullen            For       For        Management
1.3   Elect Director Robert J. Darretta         For       For        Management
1.4   Elect Director Michael M. E. Johns        For       For        Management
1.5   Elect Director Ann D. Jordan              For       For        Management
1.6   Elect Director Arnold G. Langbo           For       For        Management
1.7   Elect Director Susan L. Lindquist         For       For        Management
1.8   Elect Director Leo F. Mullin              For       For        Management
1.9   Elect Director Christine A. Poon          For       For        Management
1.10  Elect Director Charles Prince             For       For        Management
1.11  Elect Director Steven S. Reinemund        For       For        Management
1.12  Elect Director David Satcher              For       For        Management
1.13  Elect Director William C. Weldon          For       For        Management
2     Amend Articles to Remove Antitakeover     For       For        Management
      Provision
3     Ratify Auditors                           For       For        Management
4     Disclose Charitable Contributions         Against   Against    Shareholder
5     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors


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

JUNIPER NETWORKS, INC.

Ticker:       JNPR           Security ID:  48203R104
Meeting Date: MAY 18, 2006   Meeting Type: Annual
Record Date:  MAR 21, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Scott Kriens               For       For        Management
1.2   Elect Director Stratton Sclavos           For       For        Management
1.3   Elect Director William R. Stensrud        For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

KOHL'S CORP.

Ticker:       KSS            Security ID:  500255104
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jay H. Baker               For       For        Management
1.2   Elect Director Steven A. Burd             For       For        Management
1.3   Elect Director Kevin Mansell              For       For        Management
1.4   Elect Director Peter M. Sommerhauser      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

LAS VEGAS SANDS CORP

Ticker:       LVS            Security ID:  517834107
Meeting Date: JUN 7, 2006    Meeting Type: Annual
Record Date:  APR 14, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William P. Weidner         For       For        Management
1.2   Elect Director Michael A. Leven           For       For        Management
2     Ratify Auditors                           For       For        Management


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

LG.PHILIPS LCD CO.

Ticker:       LPL            Security ID:  50186V102
Meeting Date: FEB 28, 2006   Meeting Type: Annual
Record Date:  DEC 30, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO APPROVE NON-CONSOLIDATED BALANCE       For       For        Management
      SHEET, NON-CONSOLIDATED INCOME STATEMENT
      AND NON-CONSOLIDATED STATEMENT OF
      APPROPRIATIONS OF RETAINED EARNINGS OF
      FISCAL YEAR 2005, AS SET FORTH IN THE
      COMPANY S NOTICE OF MEETING ENCLOSED
      HEREWITH.
2     TO APPROVE APPOINTMENT OF A DIRECTOR, AS  For       For        Management
      SET FORTH IN THE COMPANY S NOTICE OF
      MEETING ENCLOSED HEREWITH.
3     TO APPROVE REMUNERATION LIMIT FOR         For       For        Management
      DIRECTORS IN 2006, AS SET FORTH IN THE
      COMPANY S NOTICE OF MEETING ENCLOSED
      HEREWITH.


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

LOWE'S COMPANIES, INC.

Ticker:       LOW            Security ID:  548661107
Meeting Date: MAY 25, 2006   Meeting Type: Annual
Record Date:  MAR 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Peter C. Browning          For       For        Management
1.2   Elect Director Marshall O. Larsen         For       For        Management
1.3   Elect Director Stephen F. Page            For       For        Management
1.4   Elect Director O. Temple Sloan, Jr.       For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Ratify Auditors                           For       For        Management
5     Company Specific--RELATING TO THE BOARD   For       For        Management
      OF DIRECTORS
6     Report on Wood Procurement Policy         Against   Against    Shareholder


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

MARVELL TECHNOLOGY GROUP LTD

Ticker:       MRVL           Security ID:  G5876H105
Meeting Date: JUN 9, 2006    Meeting Type: Annual
Record Date:  APR 12, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Sehat Sutardja, Ph.D.     For       For        Management
1.2   Elect  Director Weili Dai                 For       For        Management
1.3   Elect  Director Pantas Sutardja, Ph.D.    For       For        Management
1.4   Elect  Director Arturo Krueger            For       For        Management
2     TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP  For       For        Management
      AS THE COMPANY S INDEPENDENT REGISTERED
      PUBLIC ACCOUNTING FIRM AND TO AUTHORIZE
      THE AUDIT COMMITTEE TO FIX THEIR
      REMUNERATION FOR THE 2007 FISCAL YEAR
      ENDING JANUARY 27, 2007.
3     TO APPROVE AN INCREASE TO THE COMPANY S   For       For        Management
      AUTHORIZED SHARE CAPITAL.
4     TO APPROVE AN AMENDMENT TO THE COMPANY S  For       For        Management
      SECOND AMENDED AND RESTATED BYE-LAWS TO
      AMEND THE PROVISION RELATED TO
      INDEMNIFICATION OF DIRECTORS AND
      OFFICERS.


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

MEDTRONIC, INC.

Ticker:       MDT            Security ID:  585055106
Meeting Date: AUG 25, 2005   Meeting Type: Annual
Record Date:  JUL 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Shirley Ann Jackson, Ph.D. For       For        Management
1.2   Elect Director Denise M. O'Leary          For       For        Management
1.3   Elect Director Jean-Pierre Rosso          For       For        Management
1.4   Elect Director Jack W. Schuler            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
4     Amend Non-Employee Director Stock Option  For       For        Management
      Plan


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

MERRILL LYNCH & CO., INC.

Ticker:       MER            Security ID:  590188108
Meeting Date: APR 28, 2006   Meeting Type: Annual
Record Date:  FEB 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Alberto Cribiore           For       For        Management
1.2   Elect Director Aulana L. Peters           For       For        Management
1.3   Elect Director Charles O. Rossotti        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   Against    Shareholder
4     Compensation- Director Compensation       Against   Against    Shareholder
5     Review Executive Compensation             Against   Against    Shareholder


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

MICROSOFT CORP.

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 9, 2005    Meeting Type: Annual
Record Date:  SEP 9, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William H. Gates, III      For       For        Management
1.2   Elect Director Steven A. Ballmer          For       For        Management
1.3   Elect Director James I. Cash Jr.          For       For        Management
1.4   Elect Director Dina Dublon                For       For        Management
1.5   Elect Director Raymond V. Gilmartin       For       For        Management
1.6   Elect Director A. Mclaughlin Korologos    For       For        Management
1.7   Elect Director David F. Marquardt         For       For        Management
1.8   Elect Director Charles H. Noski           For       For        Management
1.9   Elect Director Helmut Panke               For       For        Management
1.10  Elect Director Jon A. Shirley             For       For        Management
2     Ratify Auditors                           For       For        Management


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

NOBLE CORP

Ticker:       NE             Security ID:  G65422100
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  MAR 2, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James C. Day              For       For        Management
1.2   Elect  Director Julie H. Edwards          For       For        Management
1.3   Elect  Director Marc E. Leland            For       For        Management
2     Ratify Auditors                           For       For        Management
3     MEMBER (SHAREHOLDER) PROPOSAL TO SEPARATE Against   Against    Shareholder
      THE POSITIONS OF CHAIRMAN/CHIEF EXECUTIVE
      OFFICER.


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

NOKIA CORP.

Ticker:       NOK            Security ID:  654902204
Meeting Date: MAR 30, 2006   Meeting Type: Annual
Record Date:  FEB 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE INCOME STATEMENTS AND THE For       For        Management
      BALANCE SHEETS.
2     PROPOSAL TO THE ANNUAL GENERAL MEETING OF For       For        Management
      A DIVIDEND OF EUR 0.37 PER SHARE.
3     APPROVAL OF THE DISCHARGE OF THE          For       For        Management
      CHAIRMAN, THE MEMBERS OF THE BOARD OF
      DIRECTORS AND THE PRESIDENT FROM
      LIABILITY.
4     APPROVAL OF THE REMUNERATION TO BE PAID   For       For        Management
      TO THE MEMBERS OF THE BOARD OF DIRECTORS.
5     PROPOSAL ON THE NUMBER OF MEMBERS OF THE  For       For        Management
      BOARD OF DIRECTORS AS PROPOSED BY THE
      CORPORATE GOVERNANCE AND NOMINATION
      COMMITTEE.
6.1   Elect  Director Paul J. Collins           For       For        Management
6.2   Elect  Director Georg Ehrnrooth           For       For        Management
6.3   Elect  Director Daniel R. Hesse           For       For        Management
6.4   Elect  Director Bengt Holmstrom           For       For        Management
6.5   Elect  Director Per Karlsson              For       For        Management
6.6   Elect  Director Edouard Michelin          For       For        Management
6.7   Elect  Director Jorma Ollila              For       For        Management
6.8   Elect  Director Marjorie Scardino         For       For        Management
6.9   Elect  Director Keijo Suila               For       For        Management
6.10  Elect  Director Vesa Vainio               For       For        Management
7     APPROVAL OF THE REMUNERATION TO BE PAID   For       For        Management
      TO THE AUDITOR.
8     APPROVAL OF THE RE-ELECTION OF            For       For        Management
      PRICEWATERHOUSECOOPERS OY AS THE AUDITORS
      FOR FISCAL YEAR 2006.
9     PROPOSAL OF THE BOARD TO REDUCE THE SHARE For       For        Management
      CAPITAL THROUGH CANCELLATION OF NOKIA
      SHARES HELD BY COMPANY.
10    AUTHORIZATION TO THE BOARD TO INCREASE    For       For        Management
      THE SHARE CAPITAL OF THE COMPANY.
11    AUTHORIZATION TO THE BOARD TO REPURCHASE  For       For        Management
      NOKIA SHARES.
12    AUTHORIZATION TO THE BOARD TO DISPOSE     For       For        Management
      NOKIA SHARES HELD BY THE COMPANY.
13    MARK THE  FOR  BOX IF YOU WISH TO         For       Against    Management
      INSTRUCT NOKIA S LEGAL COUNSELS TO VOTE
      IN THEIR DISCRETION ON YOUR BEHALF ONLY
      UPON ITEM 13.


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

ORACLE CORP.

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: OCT 10, 2005   Meeting Type: Annual
Record Date:  AUG 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jeffrey O. Henley          For       For        Management
1.2   Elect Director Lawrence J. Ellison        For       For        Management
1.3   Elect Director Donald L. Lucas            For       For        Management
1.4   Elect Director Michael J. Boskin          For       For        Management
1.5   Elect Director Jack F. Kemp               For       For        Management
1.6   Elect Director Jeffrey S. Berg            For       For        Management
1.7   Elect Director Safra A. Catz              For       For        Management
1.8   Elect Director Hector Garcia-Molina       For       For        Management
1.9   Elect Director Joseph A. Grundfest        For       For        Management
1.10  Elect Director H. Raymond Bingham         For       For        Management
1.11  Elect Director Charles E. Phillips, Jr.   For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


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

P.F. CHANG'S CHINA BISTRO, INC.

Ticker:       PFCB           Security ID:  69333Y108
Meeting Date: MAY 5, 2006    Meeting Type: Annual
Record Date:  MAR 14, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard L. Federico        For       For        Management
1.2   Elect Director F. Lane Cardwell, Jr.      For       For        Management
1.3   Elect Director Lesley H. Howe             For       For        Management
1.4   Elect Director M. Ann Rhoades             For       For        Management
1.5   Elect Director James G. Shennan, Jr.      For       For        Management
1.6   Elect Director R. Michael Welborn         For       For        Management
1.7   Elect Director Kenneth J. Wessels         For       For        Management
2     Approve Omnibus Stock Plan                For       Against    Management
3     Ratify Auditors                           For       For        Management
4     Adjourn Meeting                           For       For        Management


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

PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 3, 2006    Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John F. Akers              For       For        Management
1.2   Elect Director Robert E. Allen            For       For        Management
1.3   Elect Director Dina Dublon                For       For        Management
1.4   Elect Director Victor J. Dzau, M.D.       For       For        Management
1.5   Elect Director Ray L. Hunt                For       For        Management
1.6   Elect Director Alberto Ibarguen           For       For        Management
1.7   Elect Director Arthur C. Martinez         For       For        Management
1.8   Elect Director Indra K. Nooyi             For       For        Management
1.9   Elect Director Steven S. Reinemund        For       For        Management
1.10  Elect Director Sharon Percy Rockefeller   For       For        Management
1.11  Elect Director James J. Schiro            For       For        Management
1.12  Elect Director Franklin A. Thomas         For       For        Management
1.13  Elect Director Cynthia M. Trudell         For       For        Management
1.14  Elect Director Daniel Vasella             For       For        Management
1.15  Elect Director Michael D. White           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Publish Political Contributions           Against   Against    Shareholder
4     Report on Charitable Contributions        Against   Against    Shareholder


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

PETSMART

Ticker:       PETM           Security ID:  716768106
Meeting Date: JUN 22, 2006   Meeting Type: Annual
Record Date:  APR 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Rita V. Foley              For       For        Management
1.2   Elect Director Joseph S. Hardin, Jr.      For       For        Management
1.3   Elect Director Amin I. Khalifa            For       For        Management
1.4   Elect Director Ronald Kirk                For       For        Management
1.5   Elect Director Rakesh Gangwal             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management


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

POLO RALPH LAUREN CORP.

Ticker:       RL             Security ID:  731572103
Meeting Date: AUG 11, 2005   Meeting Type: Annual
Record Date:  JUN 27, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frank A. Bennack, Jr.     For       For        Management
1.2   Elect  Director Joel L. Fleishman         For       For        Management
2     Ratify Auditors                           For       For        Management


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

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       For        Management
1.2   Elect Director Diana Lady Dougan          For       For        Management
1.3   Elect Director Peter M. Sacerdote         For       For        Management
1.4   Elect Director Marc I. Stern              For       For        Management
2     Declassify the Board and Eliminate        For       For        Management
      Cumulative Voting
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Ratify Auditors                           For       For        Management
5     Adjourn Meeting                           For       Against    Management


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

SAMSUNG ELECTRONICS CO. LTD.

Ticker:                      Security ID:  US7960508882
Meeting Date: FEB 28, 2006   Meeting Type: Annual
Record Date:  DEC 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements and          For       Did Not    Management
      Appropriation of Income, with a Final               Vote
      Dividend of KRW 5000 Per Common Share
2.1   Elect Independent Non-Executive Directors For       Did Not    Management
                                                          Vote
2.2   Elect Executive Directors                 For       Did Not    Management
                                                          Vote
2.3   Elect Members of Audit Committee          For       Did Not    Management
                                                          Vote
3     Approve Limit on Remuneration of          For       Did Not    Management
      Directors                                           Vote


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

SANDISK CORP.

Ticker:       SNDK           Security ID:  80004C101
Meeting Date: MAY 25, 2006   Meeting Type: Annual
Record Date:  MAR 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Eli Harari                 For       For        Management
1.2   Elect Director Irwin Federman             For       For        Management
1.3   Elect Director Steven J. Gomo             For       For        Management
1.4   Elect Director Eddy W. Hartenstein        For       For        Management
1.5   Elect Director Catherine P. Lego          For       For        Management
1.6   Elect Director Michael E. Marks           For       For        Management
1.7   Elect Director James D. Meindl            For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Increase Authorized Common Stock          For       For        Management
4     Ratify Auditors                           For       For        Management


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

SLM CORP.

Ticker:       SLM            Security ID:  78442P106
Meeting Date: MAY 18, 2006   Meeting Type: Annual
Record Date:  MAR 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ann Torre Bates            For       For        Management
1.2   Elect Director Charles L. Daley           For       For        Management
1.3   Elect Director W.M. Diefenderfer, III     For       For        Management
1.4   Elect Director Thomas J. Fitzpatrick      For       For        Management
1.5   Elect Director Diane Suitt Gilleland      For       For        Management
1.6   Elect Director Earl A. Goode              For       For        Management
1.7   Elect Director Ronald F. Hunt             For       For        Management
1.8   Elect Director Benjamin J. Lambert, III   For       For        Management
1.9   Elect Director Albert L. Lord             For       For        Management
1.10  Elect Director Barry A. Munitz            For       For        Management
1.11  Elect Director A. Alexander Porter, Jr    For       For        Management
1.12  Elect Director Wolfgang Schoellkopf       For       For        Management
1.13  Elect Director Steven L. Shapiro          For       For        Management
1.14  Elect Director Barry L. Williams          For       For        Management
2     Ratify Auditors                           For       For        Management


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

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


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

ST. JUDE MEDICAL, INC.

Ticker:       STJ            Security ID:  790849103
Meeting Date: MAY 10, 2006   Meeting Type: Annual
Record Date:  MAR 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John W. Brown              For       For        Management
1.2   Elect Director Daniel J. Starks           For       For        Management
2     Approve Stock Option Plan                 For       For        Management
3     Ratify Auditors                           For       For        Management


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

STAPLES, INC.

Ticker:       SPLS           Security ID:  855030102
Meeting Date: JUN 6, 2006    Meeting Type: Annual
Record Date:  APR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Basil L. Anderson          For       For        Management
1.2   Elect Director Robert C. Nakasone         For       For        Management
1.3   Elect Director Ronald L. Sargent          For       For        Management
1.4   Elect Director Stephen F. Schuckenbrock   For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Ratify Auditors                           For       For        Management
4     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors


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

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

Ticker:       HOT            Security ID:  85590A203
Meeting Date: MAY 2, 2006    Meeting Type: Annual
Record Date:  MAR 14, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Steven J. Heyer            For       For        Management
1.2   Elect Director Charlene Barshefsky        For       For        Management
1.3   Elect Director Jean-Marc Chapus           For       For        Management
1.4   Elect Director Bruce W. Duncan            For       For        Management
1.5   Elect Director Lizanne Galbreath          For       For        Management
1.6   Elect Director Eric Hippeau               For       For        Management
1.7   Elect Director Stephen R. Quazzo          For       For        Management
1.8   Elect Director Thomas O. Ryder            For       For        Management
1.9   Elect Director Daniel W. Yih              For       For        Management
1.10  Elect Director Kneeland C. Youngblood     For       For        Management
2     Ratify Auditors                           For       For        Management


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

SYMANTEC CORP.

Ticker:       SYMC           Security ID:  871503108
Meeting Date: SEP 16, 2005   Meeting Type: Annual
Record Date:  JUL 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gary L. Bloom              For       For        Management
1.2   Elect Director Michael Brown              For       For        Management
1.3   Elect Director William T. Coleman         For       For        Management
1.4   Elect Director David L. Mahoney           For       For        Management
1.5   Elect Director Robert S. Miller           For       For        Management
1.6   Elect Director George Reyes               For       For        Management
1.7   Elect Director David Roux                 For       For        Management
1.8   Elect Director Daniel H. Schulman         For       For        Management
1.9   Elect Director John W. Thompson           For       For        Management
1.10  Elect Director V. Paul Unruh              For       For        Management
2     Ratify Auditors                           For       For        Management


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

TAIWAN SEMICONDUCTOR MANUFACTURING CO.

Ticker:       TSM            Security ID:  874039100
Meeting Date: MAY 16, 2006   Meeting Type: Annual
Record Date:  MAR 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO ACCEPT 2005 BUSINESS REPORT AND        For       For        Management
      FINANCIAL STATEMENTS.
2     TO APPROVE THE PROPOSAL FOR DISTRIBUTION  For       For        Management
      OF 2005 PROFITS.
3     TO APPROVE THE CAPITALIZATION OF 2005     For       For        Management
      DIVIDENDS, 2005 EMPLOYEE PROFIT SHARING,
      AND CAPITAL SURPLUS.
4     TO APPROVE REVISIONS TO THE ARTICLES OF   For       For        Management
      INCORPORATION.
5.1   Elect  Director Morris Chang              For       For        Management
5.2   Elect  Director J.C. Lobbezoo             For       For        Management
5.3   Elect  Director F.C. Tseng                For       For        Management
5.4   Elect  Director Stan Shih                 For       For        Management
5.5   Elect  Director Chintay Shih              For       For        Management
5.6   Elect  Director Sir Peter L. Bonfield     For       For        Management
5.7   Elect  Director Lester Carl Thurow        For       For        Management
5.8   Elect  Director Rick Tsai                 For       For        Management
5.9   Elect  Director Carleton S. Fiorina       For       For        Management
5.10  Elect  Director James C. Ho               For       For        Management
5.11  Elect  Director Michael E. Porter         For       For        Management


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

TARGET CORPORATION

Ticker:       TGT            Security ID:  87612E106
Meeting Date: MAY 17, 2006   Meeting Type: Annual
Record Date:  MAR 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard M. Kovacevich      For       For        Management
1.2   Elect Director George W. Tamke            For       For        Management
1.3   Elect Director Solomon D. Trujillo        For       For        Management
1.4   Elect Director Robert J. Ulrich           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report Political Contributions/Activities Against   Against    Shareholder


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

TEVA PHARMACEUTICAL INDUSTRIES

Ticker:       TEVA           Security ID:  881624209
Meeting Date: MAY 4, 2006    Meeting Type: Annual
Record Date:  MAR 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE AND DISCUSS THE COMPANY S      For       For        Management
      CONSOLIDATED BALANCE SHEET AS OF DECEMBER
      31, 2005 AND THE CONSOLIDATED STATEMENTS
      OF INCOME FOR THE YEAR THEN ENDED.
2     TO APPROVE THE BOARD OF DIRECTORS         For       For        Management
      RECOMMENDATION THAT THE CASH DIVIDEND FOR
      THE YEAR ENDED DECEMBER 31, 2005 BE
      DECLARED FINAL.
3     TO APPOINT PROF. GABRIELA SHALEV AS A     For       For        Management
      STATUTORY INDEPENDENT DIRECTOR FOR AN
      ADDITIONAL TERM OF THREE YEARS.
4     TO ELECT THE FOLLOWING DIRECTOR TO SERVE  For       For        Management
      FOR A THREE-YEAR TERM: DR. PHILLIP FROST
5     TO ELECT THE FOLLOWING DIRECTOR TO SERVE  For       For        Management
      FOR A THREE-YEAR TERM: CARLO SALVI
6     TO ELECT THE FOLLOWING DIRECTOR TO SERVE  For       For        Management
      FOR A THREE-YEAR TERM: DAVID SHAMIR
7     TO APPROVE THE PURCHASE OF DIRECTOR S AND For       For        Management
      OFFICER S LIABILITY INSURANCE FOR THE
      DIRECTORS AND OFFICERS OF THE COMPANY.
8     TO APPROVE AN AMENDMENT TO SECTION 60(E)  For       For        Management
      OF THE COMPANY S ARTICLES OF ASSOCIATION.
9     TO APPROVE AN INCREASE IN THE             For       For        Management
      REMUNERATION PAID TO THE DIRECTORS OF THE
      COMPANY (OTHER THAN THE CHAIRMAN OF THE
      BOARD).
10    TO APPOINT KESSELMAN & KESSELMAN, AS THE  For       For        Management
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM AND DETERMINE THEIR COMPENSATION.


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

TEVA PHARMACEUTICAL INDUSTRIES

Ticker:       TEVA           Security ID:  881624209
Meeting Date: OCT 27, 2005   Meeting Type: Special
Record Date:  SEP 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO APPROVE THE ISSUANCE OF ORDINARY       For       For        Management
      SHARES OF TEVA, PURSUANT TO THE AGREEMENT
      AND PLAN OF MERGER, DATED JULY 25, 2005,
      BY AND AMONG IVAX CORPORATION, TEVA AND
      TWO WHOLLY OWNED SUBSIDIARIES OF TEVA,
      IVORY ACQUISITION SUB, INC. AND IVORY
      ACQUISITION SUB II


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

TRANSOCEAN INC.

Ticker:       RIG            Security ID:  G90078109
Meeting Date: MAY 11, 2006   Meeting Type: Annual
Record Date:  MAR 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Victor E. Grijalva        For       For        Management
1.2   Elect  Director Arthur Lindenauer         For       For        Management
1.3   Elect  Director Kristian Siem             For       For        Management
2     APPROVAL OF THE APPOINTMENT OF ERNST &    For       For        Management
      YOUNG LLP TO SERVE AS OUR INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM FOR
      2006.


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

TYCO INTERNATIONAL LTD.

Ticker:       TYC            Security ID:  902124106
Meeting Date: MAR 9, 2006    Meeting Type: Annual
Record Date:  JAN 9, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     SET THE MAXIMUM NUMBER OF DIRECTORS AT 12 For       For        Management
2.1   Elect  Director Dennis C. Blair           For       For        Management
2.2   Elect  Director Edward D. Breen           For       For        Management
2.3   Elect  Director Brian Duperreault         For       For        Management
2.4   Elect  Director Bruce S. Gordon           For       For        Management
2.5   Elect  Director Rajiv L. Gupta            For       For        Management
2.6   Elect  Director John A. Krol              For       For        Management
2.7   Elect  Director Mackey J. Mcdonald        For       For        Management
2.8   Elect  Director H. Carl Mccall            For       For        Management
2.9   Elect  Director Brendan R. O'Neill        For       For        Management
2.10  Elect  Director Sandra S. Wijnberg        For       For        Management
2.11  Elect  Director Jerome B. York            For       For        Management
3     AUTHORIZATION FOR THE BOARD OF DIRECTORS  For       For        Management
      TO APPOINT AN ADDITIONAL DIRECTOR TO FILL
      THE VACANCY PROPOSED TO BE CREATED ON THE
      BOARD
4     Ratify Auditors                           For       For        Management


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

UBS AG

Ticker:       UBS            Security ID:  H8920M855
Meeting Date: APR 19, 2006   Meeting Type: Annual
Record Date:  MAR 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ANNUAL REPORT, GROUP AND PARENT COMPANY   For       Did Not    Management
      ACCOUNTS FOR FINANCIAL YEAR 2005 REPORTS            Vote
      OF THE GROUP AND STATUTORY AUDITORS
2     APPROPRIATION OF RETAINED EARNINGS        For       Did Not    Management
      DIVIDEND FOR FINANCIAL YEAR 2005                    Vote
3     DISCHARGE OF THE MEMBERS OF THE BOARD OF  For       Did Not    Management
      DIRECTORS AND THE GROUP EXECUTIVE BOARD             Vote
4     RE-ELECTION OF BOARD MEMBER: ROLF A.      For       Did Not    Management
      MEYER                                               Vote
5     RE-ELECTION OF BOARD MEMBER: ERNESTO      For       Did Not    Management
      BERTARELLI                                          Vote
6     ELECTION OF NEW BOARD MEMBER: GABRIELLE   For       Did Not    Management
      KAUFMANN-KOHLER                                     Vote
7     ELECTION OF NEW BOARD MEMBER: JOERG WOLLE For       Did Not    Management
                                                          Vote
8     ELECTION OF THE GROUP AND STATUTORY       For       Did Not    Management
      AUDITORS                                            Vote
9     ELECTION OF THE SPECIAL AUDITORS          For       Did Not    Management
                                                          Vote
10    CANCELLATION OF SHARES REPURCHASED UNDER  For       Did Not    Management
      THE 2005/2006 SHARE BUYBACK PROGRAM                 Vote
11    APPROVAL OF NEW SHARE BUYBACK PROGRAM FOR For       Did Not    Management
      2006/2007                                           Vote
12    ONE-TIME PAYOUT IN THE FORM OF A PAR      For       Did Not    Management
      VALUE REPAYMENT                                     Vote
13    SHARE SPLIT                               For       Did Not    Management
                                                          Vote
14    AMENDMENTS TO ARTICLE 4 PARA. 1 AND       For       Did Not    Management
      ARTICLE 4A OF THE ARTICLES OF ASSOCIATION           Vote
15    REDUCTION OF THE THRESHOLD VALUE FOR      For       Did Not    Management
      AGENDA ITEM REQUESTS (ARTICLE 12 PARA. 1            Vote
      OF THE ARTICLES OF ASSOCIATION)
16    CREATION OF CONDITIONAL CAPITAL, APPROVAL For       Did Not    Management
      OF ARTICLE 4A PARA. 2 OF THE ARTICLES OF            Vote
      ASSOCIATION


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

UNITED PARCEL SERVICE, INC.

Ticker:       UPS            Security ID:  911312106
Meeting Date: MAY 4, 2006    Meeting Type: Annual
Record Date:  MAR 9, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John J. Beystehner         For       For        Management
1.2   Elect Director Michael J. Burns           For       For        Management
1.3   Elect Director D. Scott Davis             For       For        Management
1.4   Elect Director Stuart E. Eizenstat        For       For        Management
1.5   Elect Director Michael L. Eskew           For       For        Management
1.6   Elect Director James P. Kelly             For       For        Management
1.7   Elect Director Ann M. Livermore           For       For        Management
1.8   Elect Director Gary E. MacDougal          For       For        Management
1.9   Elect Director Victor A. Pelson           For       For        Management
1.10  Elect Director John W. Thompson           For       For        Management
1.11  Elect Director Carol B. Tome              For       For        Management
1.12  Elect Director Ben Verwaayen              For       For        Management
2     Ratify Auditors                           For       For        Management


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

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: MAY 2, 2006    Meeting Type: Annual
Record Date:  MAR 21, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James A. Johnson           For       For        Management
1.2   Elect Director Douglas W. Leatherdale     For       For        Management
1.3   Elect Director William W. McGuire, M.D.   For       For        Management
1.4   Elect Director Mary O. Mundinger, Ph.D.   For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors


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

VIACOM INC.

Ticker:       VIA.B          Security ID:  92553P201
Meeting Date: MAY 24, 2006   Meeting Type: Annual
Record Date:  MAR 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director George S. Abrams           For       For        Management
1.2   Elect Director Philippe P. Dauman         For       For        Management
1.3   Elect Director Thomas E. Dooley           For       For        Management
1.4   Elect Director Thomas E. Freston          For       For        Management
1.5   Elect Director Ellen V. Futter            For       For        Management
1.6   Elect Director Alan C. Greenberg          For       For        Management
1.7   Elect Director Robert K. Kraft            For       For        Management
1.8   Elect Director Charles E. Phillips, Jr.   For       For        Management
1.9   Elect Director Shari Redstone             For       For        Management
1.10  Elect Director Sumner M. Redstone         For       For        Management
1.11  Elect Director Frederic V. Salerno        For       For        Management
1.12  Elect Director William Schwartz           For       For        Management
2     Ratify Auditors                           For       For        Management


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

WAL-MART STORES, INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 2, 2006    Meeting Type: Annual
Record Date:  APR 5, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Aida M. Alvarez            For       For        Management
1.2   Elect Director James W. Breyer            For       For        Management
1.3   Elect Director M. Michele Burns           For       For        Management
1.4   Elect Director James I. Cash, Jr., Ph.D.  For       For        Management
1.5   Elect Director Douglas N. Daft            For       For        Management
1.6   Elect Director David D. Glass             For       For        Management
1.7   Elect Director Roland A. Hernandez        For       For        Management
1.8   Elect Director H. Lee Scott, Jr.          For       For        Management
1.9   Elect Director Jack C. Shewmaker          For       For        Management
1.10  Elect Director Jim C. Walton              For       For        Management
1.11  Elect Director S. Robson Walton           For       For        Management
1.12  Elect Director Christopher J. Williams    For       For        Management
1.13  Elect Director Linda S. Wolf              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Animal Welfare Standards        Against   Against    Shareholder
4     Report on Political Contributions         Against   Against    Shareholder
5     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
6     Prepare a Sustainability Report           Against   Against    Shareholder
7     Report on Pay Disparity                   Against   Against    Shareholder
8     Report on Stock Option Distribution by    Against   Against    Shareholder
      Race and Gender


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

WALT DISNEY COMPANY, THE

Ticker:       DIS            Security ID:  254687106
Meeting Date: MAR 10, 2006   Meeting Type: Annual
Record Date:  JAN 9, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John E. Bryson             For       For        Management
1.2   Elect Director John S. Chen               For       For        Management
1.3   Elect Director Judith L. Estrin           For       For        Management
1.4   Elect Director Robert A. Iger             For       For        Management
1.5   Elect Director Fred H. Langhammer         For       For        Management
1.6   Elect Director Aylin B. Lewis             For       For        Management
1.7   Elect Director Monica C. Lozano           For       For        Management
1.8   Elect Director Robert W. Matschullat      For       For        Management
1.9   Elect Director George J. Mitchell         For       For        Management
1.10  Elect Director Leo J. O' Donovan, S.J.    For       For        Management
1.11  Elect Director John E. Pepper, Jr.        For       For        Management
1.12  Elect Director Orin C. Smith              For       For        Management
1.13  Elect Director Gary L. Wilson             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Company-Specific -- Shareholder           Against   Against    Shareholder
      Miscellaneous
4     Report on Vendor Standards in China       Against   Against    Shareholder


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

WEATHERFORD INTERNATIONAL LTD

Ticker:       WFT            Security ID:  G95089101
Meeting Date: MAY 9, 2006    Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Nicholas F. Brady         For       For        Management
1.2   Elect  Director William E. Macaulay       For       For        Management
1.3   Elect  Director David J. Butters          For       For        Management
1.4   Elect  Director Robert B. Millard         For       For        Management
1.5   Elect  Director Bernard J. Duroc-Danner   For       For        Management
1.6   Elect  Director Robert K. Moses, Jr.      For       For        Management
1.7   Elect  Director Sheldon B. Lubar          For       For        Management
1.8   Elect  Director Robert A. Rayne           For       For        Management
2     Ratify Auditors                           For       For        Management
3     APPROVAL OF THE WEATHERFORD INTERNATIONAL For       For        Management
      LTD. 2006 OMNIBUS INCENTIVE PLAN.
4     APPROVAL OF AN INCREASE IN THE COMPANY S  For       For        Management
      AUTHORIZED SHARE CAPITAL FROM
      $510,000,000, CONSISTING OF 500,000,000
      COMMON SHARES AND 10,000,000 PREFERENCE
      SHARES, TO $1,010,000,000, BY THE
      CREATION OF 500,000,000 ADDITIONAL COMMON
      SHARES.


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

WILLIAMS-SONOMA, INC.

Ticker:       WSM            Security ID:  969904101
Meeting Date: MAY 23, 2006   Meeting Type: Annual
Record Date:  MAR 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W. Howard Lester           For       For        Management
1.2   Elect Director Edward A. Mueller          For       For        Management
1.3   Elect Director Sanjiv Ahuja               For       For        Management
1.4   Elect Director Adrian D.P. Bellamy        For       For        Management
1.5   Elect Director Patrick J. Connolly        For       For        Management
1.6   Elect Director Adrian T. Dillon           For       For        Management
1.7   Elect Director Jeanne P. Jackson          For       For        Management
1.8   Elect Director Michael R. Lynch           For       For        Management
1.9   Elect Director Richard T. Robertson       For       For        Management
1.10  Elect Director David B. Zenoff            For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Ratify Auditors                           For       For        Management


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

WYETH

Ticker:       WYE            Security ID:  983024100
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  MAR 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert Essner              For       For        Management
1.2   Elect Director John D. Feerick            For       For        Management
1.3   Elect Director Frances D. Fergusson,      For       For        Management
      Ph.D.
1.4   Elect Director Victor F. Ganzi            For       For        Management
1.5   Elect Director Robert Langer              For       For        Management
1.6   Elect Director John P. Mascotte           For       For        Management
1.7   Elect Director Mary Lake Polan, M.D.,     For       For        Management
      Ph.D.
1.8   Elect Director Gary L. Rogers             For       For        Management
1.9   Elect Director Ivan G. Seidenberg         For       For        Management
1.10  Elect Director Walter V. Shipley          For       For        Management
1.11  Elect Director John R. Torell, III        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Non-Employee Director Omnibus     For       Against    Management
      Stock Plan
4     Report on Product Availability in Canada  Against   Against    Shareholder
5     Report on Political Contributions         Against   Against    Shareholder
6     Report on Animal welfare Policy           Against   Against    Shareholder
7     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
8     Separate Chairman and CEO Positions       Against   Against    Shareholder
9     Adopt Simple Majority Vote Requirement    Against   For        Shareholder


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

XILINX, INC.

Ticker:       XLNX           Security ID:  983919101
Meeting Date: AUG 4, 2005    Meeting Type: Annual
Record Date:  JUN 6, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Willem P. Roelandts        For       For        Management
1.2   Elect Director John L. Doyle              For       For        Management
1.3   Elect Director Jerald G. Fishman          For       For        Management
1.4   Elect Director Philip T. Gianos           For       For        Management
1.5   Elect Director William G. Howard, Jr.     For       For        Management
1.6   Elect Director Harold E. Hughes, Jr.      For       For        Management
1.7   Elect Director J. Michael Patterson       For       For        Management
1.8   Elect Director Richard W. Sevcik          For       For        Management
1.9   Elect Director Elizabeth W. Vanderslice   For       For        Management
2     Amend Qualified Employee Stock Purchase   For       Against    Management
      Plan
3     Ratify Auditors                           For       For        Management
4     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors


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

YAHOO!, INC.

Ticker:       YHOO           Security ID:  984332106
Meeting Date: MAY 25, 2006   Meeting Type: Annual
Record Date:  MAR 29, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Terry S. Semel             For       For        Management
1.2   Elect Director Jerry Yang                 For       For        Management
1.3   Elect Director Roy J. Bostock             For       For        Management
1.4   Elect Director Ronald W. Burkle           For       For        Management
1.5   Elect Director Eric Hippeau               For       For        Management
1.6   Elect Director Arthur H. Kern             For       For        Management
1.7   Elect Director Vyomesh Joshi              For       For        Management
1.8   Elect Director Robert A. Kotick           For       For        Management
1.9   Elect Director Edward R. Kozel            For       For        Management
1.10  Elect Director Gary L. Wilson             For       For        Management
2     Amend Non-Employee Director Omnibus Stock For       Against    Management
      Plan
3     Ratify Auditors                           For       For        Management

========== 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: CAPITAL APPRECIATION VARIABLE ACCOUNT


By (Signature and Title)  MARIA F. DWYER*
                          -------------------------------------------
                          Maria F. Dwyer, Principal Executive Officer

Date: August 25, 2006


*By (Signature and Title) SUSAN S. NEWTON
                          ------------------------------------
                          Susan S. Newton, as attorney-in-fact

*    Executed by Susan S. Newton on behalf of Maria F. Dwyer pursuant to a Power
     of Attorney dated July 13, 2006. (1)

(1)  Incorporated by reference to MFS Series Trust X (File Nos. 33-1657 and
     811-4492) Post-Effective Amendment No. 61 filed with the SEC via EDGAR on
     July 27, 2006.