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 811-7992

                               MFS SERIES TRUST XI
               (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: September 30

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



ITEM 1. PROXY VOTING RECORD.


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

ICA File Number: 811-07992
Reporting Period: 07/01/2005 - 06/30/2006
MFS Series Trust XI









============================ MFS MID-CAP VALUE FUND ============================

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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ADVO, INC.

Ticker:       AD             Security ID:  007585102
Meeting Date: JAN 26, 2006   Meeting Type: Annual
Record Date:  NOV 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Todd Brown                 For       For        Management
1.2   Elect Director David F. Dyer              For       For        Management
1.3   Elect Director Bobbie Gaunt               For       For        Management
1.4   Elect Director S. Scott Harding           For       For        Management
1.5   Elect Director Charles M. Herington       For       For        Management
1.6   Elect Director Karen Kaplan               For       For        Management
1.7   Elect Director John Mahoney               For       For        Management
1.8   Elect Director Howard H. Newman           For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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AEROPOSTALE, INC

Ticker:       ARO            Security ID:  007865108
Meeting Date: JUN 14, 2006   Meeting Type: Annual
Record Date:  APR 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Julian R. Geiger           For       For        Management
1.2   Elect Director Bodil Arlander             For       For        Management
1.3   Elect Director Ronald Beegle              For       For        Management
1.4   Elect Director Mary Elizabeth Burton      For       For        Management
1.5   Elect Director Robert B. Chavez           For       For        Management
1.6   Elect Director David Edwab                For       For        Management
1.7   Elect Director John D. Howard             For       Withhold   Management
1.8   Elect Director David B. Vermylen          For       For        Management
1.9   Elect Director Karin Hirtler-Garvey       For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Ratify Auditors                           For       For        Management


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AES CORP., THE

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

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


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AMERADA HESS CORP

Ticker:       AHC            Security ID:  023551104
Meeting Date: MAY 3, 2006    Meeting Type: Annual
Record Date:  MAR 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director J.B. Hess                  For       For        Management
1.2   Elect Director C.G. Matthews              For       For        Management
1.3   Elect Director R. Lavizzo Mourey          For       For        Management
1.4   Elect Director E.H. von Metzsch           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Change Company Name                       For       For        Management
4     Increase Authorized Common Stock          For       Against    Management
5     Approve Executive Incentive Bonus Plan    For       For        Management


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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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BOWATER INC.

Ticker:       BOW            Security ID:  102183100
Meeting Date: MAY 10, 2006   Meeting Type: Annual
Record Date:  MAR 15, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Togo D. West, Jr.          For       For        Management
1.2   Elect Director Richard B. Evans           For       For        Management
1.3   Elect Director Bruce W. Van Saun          For       For        Management
1.4   Elect Director David J. Paterson          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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CENTURYTEL, INC.

Ticker:       CTL            Security ID:  156700106
Meeting Date: MAY 11, 2006   Meeting Type: Annual
Record Date:  MAR 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Fred R. Nichols            For       For        Management
1.2   Elect Director Harvey P. Perry            For       For        Management
1.3   Elect Director Jim D. Reppond             For       For        Management
1.4   Elect Director Joseph R. Zimmel           For       For        Management
2     Ratify Auditors                           For       For        Management


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CHECK POINT SOFTWARE TECHNOLOGIES INC

Ticker:       CHKP           Security ID:  M22465104
Meeting Date: SEP 27, 2005   Meeting Type: Annual
Record Date:  AUG 19, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ELECTION OF DIRECTORS (OTHER THAN OUTSIDE For       For        Management
      DIRECTORS): GIL SHWED, MARIUS NACHT,
      JERRY UNGERMAN, DAVID RUBNER, TAL SHAVIT.
2     TO RATIFY THE APPOINTMENT AND             For       For        Management
      COMPENSATION OF CHECK POINT S INDEPENDENT
      PUBLIC ACCOUNTANTS.
3     TO RATIFY AND APPROVE CHECK POINT S NEW   For       Against    Management
      EQUITY INCENTIVE PLANS.
4     TO RATIFY AND APPROVE AN EXTENSION OF     For       Against    Management
      CHECK POINT S 1996 EMPLOYEE STOCK
      PURCHASE PLAN.
5     TO AMEND CHECK POINT S ARTICLES OF        For       For        Management
      ASSOCIATION REGARDING INSURANCE,
      INDEMNIFICATION AND EXCULPATION.
6     TO APPROVE CORRESPONDING AMENDMENTS TO    For       For        Management
      THE INDEMNIFICATION AGREEMENTS WITH EACH
      OF CHECK POINT S DIRECTORS.
7     TO AMEND CHECK POINT S ARTICLES OF        For       For        Management
      ASSOCIATION REGARDING DISTRIBUTION OF
      ANNUAL FINANCIAL STATEMENTS.
8     TO APPROVE COMPENSATION TO CERTAIN        For       Against    Management
      EXECUTIVE OFFICERS WHO ARE ALSO BOARD
      MEMBERS.
9     TO APPROVE CASH COMPENSATION OF CHECK     For       For        Management
      POINT S DIRECTORS WHO ARE NOT EMPLOYEES.
10    I HAVE A  PERSONAL INTEREST  IN ITEM 5    None      Against    Management
      PLEASE MARK  FOR  IF YOU HAVE A  PERSONAL
      INTEREST
11    I HAVE A  PERSONAL INTEREST  IN ITEM 6    None      Against    Management
      PLEASE MARK  FOR  IF YOU HAVE A  PERSONAL
      INTEREST
12    I HAVE A  PERSONAL INTEREST  IN ITEM 8    None      Against    Management
      PLEASE MARK  FOR  IF YOU HAVE A  PERSONAL
      INTEREST


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CIGNA CORP.

Ticker:       CI             Security ID:  125509109
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  FEB 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director H. Edward Hanway           For       For        Management
1.2   Elect Director Harold A. Wagner           For       For        Management
2     Ratify Auditors                           For       For        Management


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CLOROX COMPANY, THE

Ticker:       CLX            Security ID:  189054109
Meeting Date: NOV 16, 2005   Meeting Type: Annual
Record Date:  SEP 20, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Daniel Boggan, Jr.         For       For        Management
1.2   Elect Director Tully M. Friedman          For       For        Management
1.3   Elect Director Gerald E. Johnston         For       For        Management
1.4   Elect Director Robert W. Matschullat      For       For        Management
1.5   Elect Director Gary G. Michael            For       For        Management
1.6   Elect Director Jan L. Murley              For       For        Management
1.7   Elect Director Lary R. Scott              For       For        Management
1.8   Elect Director Michael E. Shannon         For       For        Management
1.9   Elect Director Pamela Thomas-Graham       For       For        Management
1.10  Elect Director Carolyn M. Ticknor         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


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COMMERCE BANCORP, INC.

Ticker:       CBH            Security ID:  200519106
Meeting Date: MAY 16, 2006   Meeting Type: Annual
Record Date:  APR 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Vernon W. Hill, II         For       For        Management
1.2   Elect Director Jack R. Bershad            For       For        Management
1.3   Elect Director Joseph E. Buckelew         For       For        Management
1.4   Elect Director Donald T. DiFrancesco      For       For        Management
1.5   Elect Director Morton N. Kerr             For       For        Management
1.6   Elect Director Steven M. Lewis            For       For        Management
1.7   Elect Director John K. Lloyd              For       For        Management
1.8   Elect Director George E. Norcross, III    For       For        Management
1.9   Elect Director Daniel J. Ragone           For       For        Management
1.10  Elect Director William A. Schwartz, Jr.   For       For        Management
1.11  Elect Director Joseph T. Tarquini, Jr.    For       For        Management
1.12  Elect Director Joseph S. Vassalluzzo      For       For        Management
2     Ratify Auditors                           For       For        Management


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COMPASS BANCSHARES, INC.

Ticker:       CBSS           Security ID:  20449H109
Meeting Date: APR 17, 2006   Meeting Type: Annual
Record Date:  MAR 8, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles W. Daniel          For       For        Management
1.2   Elect Director William E. Davenport       For       For        Management
1.3   Elect Director Charles E. McMahen         For       For        Management
2     Approve Omnibus Stock Plan                For       Against    Management


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COMPUWARE CORP.

Ticker:       CPWR           Security ID:  205638109
Meeting Date: AUG 23, 2005   Meeting Type: Annual
Record Date:  JUL 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dennis W. Archer           For       For        Management
1.2   Elect Director Gurminder S. Bedi          For       For        Management
1.3   Elect Director William O. Grabe           For       For        Management
1.4   Elect Director William R. Halling         For       For        Management
1.5   Elect Director Peter Karmanos, Jr.        For       For        Management
1.6   Elect Director Faye Alexander Nelson      For       For        Management
1.7   Elect Director Glenda D. Price            For       For        Management
1.8   Elect Director W. James Prowse            For       For        Management
1.9   Elect Director G. Scott Romney            For       For        Management
1.10  Elect Director Lowell P. Weicker, Jr.     For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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CON-WAY INC

Ticker:       CNW            Security ID:  12612W104
Meeting Date: APR 18, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William R. Corbin          For       For        Management
1.2   Elect Director Margaret G. Gill           For       For        Management
1.3   Elect Director Robert Jaunich Ii          For       For        Management
1.4   Elect Director Henry H. Mauz, Jr.         For       For        Management
1.5   Elect Director Robert P. Wayman           For       For        Management
2     Change Company Name                       For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Ratify Auditors                           For       For        Management


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CONSECO, INC.

Ticker:       CNO            Security ID:  208464883
Meeting Date: AUG 29, 2005   Meeting Type: Annual
Record Date:  JUL 12, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Debra J. Perry             For       For        Management
1.2   Elect Director Philip R. Roberts          For       For        Management
1.3   Elect Director William S. Kirsch          For       For        Management
1.4   Elect Director Michael T. Tokarz          For       For        Management
1.5   Elect Director R. Glenn Hilliard          For       For        Management
1.6   Elect Director Michael S. Shannon         For       For        Management
1.7   Elect Director Neal C. Schneider          For       For        Management
1.8   Elect Director John G. Turner             For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


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D.R. HORTON, INC.

Ticker:       DHI            Security ID:  23331A109
Meeting Date: JAN 26, 2006   Meeting Type: Annual
Record Date:  DEC 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Donald R. Horton          For       For        Management
1.2   Elect  Director Bradley S. Anderson       For       For        Management
1.3   Elect  Director Michael R. Buchanan       For       For        Management
1.4   Elect  Director Richard I. Galland        For       For        Management
1.5   Elect  Director Michael W. Hewatt         For       For        Management
1.6   Elect  Director Donald J. Tomnitz         For       For        Management
1.7   Elect  Director Bill W. Wheat             For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Increase Authorized Common Stock          For       Against    Management
4     Report on Energy Efficiency               Against   Against    Shareholder
5     Other Business                            For       For        Management


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ENDURANCE SPECIALTY HOLDINGS

Ticker:       ENH            Security ID:  G30397106
Meeting Date: MAY 3, 2006    Meeting Type: Annual
Record Date:  MAR 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Steven W. Carlsen         For       For        Management
1.2   Elect  Director Kenneth J. Lestrange      For       For        Management
1.3   Elect  Director Therese M. Vaughan        For       For        Management
1.4   Elect  Director R. Max Williamson         For       For        Management
1.5   Elect  Director John T. Baily             For       For        Management
1.6   Elect  Director Norman Barham             For       For        Management
1.7   Elect  Director Galen R. Barnes           For       For        Management
1.8   Elect  Director William H. Bolinder       For       For        Management
1.9   Elect  Director Steven W. Carlsen         For       For        Management
1.10  Elect  Director Kenneth J. Lestrange      For       For        Management
1.11  Elect  Director Brendan R. O'Neill        For       For        Management
1.12  Elect  Director Richard C. Perry          For       For        Management
1.13  Elect  Director Robert A. Spass           For       For        Management
1.14  Elect  Director Therese M. Vaughan        For       For        Management
1.15  Elect  Director R. Max Williamson         For       For        Management
1.16  Elect  Director William H. Bolinder       For       For        Management
1.17  Elect  Director Mark W. Boucher           For       For        Management
1.18  Elect  Director Kenneth J. Lestrange      For       For        Management
1.19  Elect  Director Simon Minshall            For       For        Management
1.20  Elect  Director Brendan R. O'Neill        For       For        Management
1.21  Elect  Director William H. Bolinder       For       For        Management
1.22  Elect  Director Mark W. Boucher           For       For        Management
1.23  Elect  Director Kenneth J. Lestrange      For       For        Management
1.24  Elect  Director Simon Minshall            For       For        Management
1.25  Elect  Director Brendan R. O'Neill        For       For        Management
2     Ratify Auditors                           For       For        Management


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ENDURANCE SPECIALTY HOLDINGS

Ticker:       ENH            Security ID:  G30397106
Meeting Date: OCT 26, 2005   Meeting Type: Special
Record Date:  SEP 8, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO ADOPT THE COMPANY S EMPLOYEE SHARE     For       Did Not    Management
      PURCHASE PLAN.                                      Vote
2     TO ESTABLISH THE COMPANY S 2005 SHARESAVE For       Did Not    Management
      SCHEME AND AUTHORIZE THE BOARD TO DO ALL            Vote
      ACTS AND THINGS WHICH THEY MAY CONSIDER
      NECESSARY OR DESIRABLE TO BRING THE 2005
      SHARESAVE SCHEME INTO EFFECT AND TO MAKE
      SUCH MODIFICATIONS WHICH THEY MAY
      CONSIDER NECESS


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ENERGEN CORP.

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

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


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FAMILY DOLLAR STORES, INC.

Ticker:       FDO            Security ID:  307000109
Meeting Date: JAN 19, 2006   Meeting Type: Annual
Record Date:  NOV 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mark R. Bernstein          For       For        Management
1.2   Elect Director Sharon Allred Decker       For       For        Management
1.3   Elect Director Edward C. Dolby            For       For        Management
1.4   Elect Director Glenn A. Eisenberg         For       For        Management
1.5   Elect Director Howard R. Levine           For       For        Management
1.6   Elect Director George R. Mahoney, Jr.     For       For        Management
1.7   Elect Director James G. Martin            For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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FEDERATED DEPARTMENT STORES, INC.

Ticker:       FD             Security ID:  31410H101
Meeting Date: MAY 19, 2006   Meeting Type: Annual
Record Date:  MAR 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joyce M. Roche             For       For        Management
1.2   Elect Director William P. Stiritz         For       For        Management
1.3   Elect Director Craig E. Weatherup         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management
5     Amend Omnibus Stock Plan                  For       For        Management
6     Limit Boards on Which Directors May       Against   Against    Shareholder
      Concurrently Serve


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FIRST HORIZON NATIONAL CORP

Ticker:       FHN            Security ID:  320517105
Meeting Date: APR 18, 2006   Meeting Type: Annual
Record Date:  FEB 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director R. Brad Martin             For       For        Management
1.2   Elect Director Vicki R. Palmer            For       For        Management
1.3   Elect Director William B. Sansom          For       For        Management
1.4   Elect Director Jonathan P. Ward           For       For        Management
1.5   Elect Director Colin V. Reed              For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Ratify Auditors                           For       For        Management


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GENWORTH FINANCIAL, INC.

Ticker:       GNW            Security ID:  37247D106
Meeting Date: MAY 17, 2006   Meeting Type: Annual
Record Date:  MAR 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frank J. Borelli           For       For        Management
1.2   Elect Director Michael D. Fraizer         For       For        Management
1.3   Elect Director Nancy J. Karch             For       For        Management
1.4   Elect Director J. Robert Bob Kerrey       For       For        Management
1.5   Elect Director Saiyid T. Naqvi            For       For        Management
1.6   Elect Director James A. Parke             For       For        Management
1.7   Elect Director James S. Riepe             For       For        Management
1.8   Elect Director Thomas B. Wheeler          For       For        Management
2     Ratify Auditors                           For       For        Management


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

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

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


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HASBRO, INC.

Ticker:       HAS            Security ID:  418056107
Meeting Date: MAY 25, 2006   Meeting Type: Annual
Record Date:  APR 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Basil L. Anderson          For       For        Management
1.2   Elect Director Alan R. Batkin             For       For        Management
1.3   Elect Director Frank J. Biondi, Jr.       For       For        Management
1.4   Elect Director John M. Connors, Jr.       For       For        Management
1.5   Elect Director Michael W.O. Garrett       For       For        Management
1.6   Elect Director E. Gordon Gee              For       For        Management
1.7   Elect Director Jack M. Greenberg          For       For        Management
1.8   Elect Director Alan G. Hassenfeld         For       For        Management
1.9   Elect Director Claudine B. Malone         For       For        Management
1.10  Elect Director Edward M. Philip           For       For        Management
1.11  Elect Director Paula Stern                For       For        Management
1.12  Elect Director Alfred J. Verrecchia       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt ILO-Based Code of Conduct           Against   Against    Shareholder


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HEADWATERS INCORPORATED

Ticker:       HW             Security ID:  42210P102
Meeting Date: FEB 28, 2006   Meeting Type: Annual
Record Date:  JAN 11, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James A. Herickhoff        For       For        Management
1.2   Elect Director Blake O. Fisher, Jr.       For       For        Management
2     Ratify Auditors                           For       For        Management


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HEALTH NET, INC.

Ticker:       HNT            Security ID:  42222G108
Meeting Date: MAY 11, 2006   Meeting Type: Annual
Record Date:  MAR 22, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Theodore F. Craver, Jr.    For       For        Management
1.2   Elect Director Thomas T. Farley           For       For        Management
1.3   Elect Director Gale S. Fitzgerald         For       For        Management
1.4   Elect Director Patrick Foley              For       For        Management
1.5   Elect Director Jay M. Gellert             For       For        Management
1.6   Elect Director Roger F. Greaves           For       For        Management
1.7   Elect Director Bruce G. Willison          For       For        Management
1.8   Elect Director Frederick C. Yeager        For       For        Management
2     Approve Omnibus Stock Plan                For       Against    Management
3     Ratify Auditors                           For       For        Management


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HEALTHSOUTH CORP.

Ticker:       HLSH           Security ID:  421924101
Meeting Date: DEC 29, 2005   Meeting Type: Annual
Record Date:  NOV 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Steven R. Berrard          For       For        Management
1.2   Elect Director Edward A. Blechschmidt     For       For        Management
1.3   Elect Director Donald L. Correll          For       For        Management
1.4   Elect Director Yvonne M. Curl             For       For        Management
1.5   Elect Director Charles M. Elson           For       For        Management
1.6   Elect Director Jay Grinney                For       For        Management
1.7   Elect Director Jon F. Hanson              For       For        Management
1.8   Elect Director Leo I. Higdon, Jr.         For       For        Management
1.9   Elect Director John E. Maupin, Jr.        For       For        Management
1.10  Elect Director L. Edward Shaw, Jr.        For       For        Management
2     Separate Chairman and CEO Positions                 Against    Shareholder


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

HEALTHSOUTH CORP.

Ticker:       HLSH           Security ID:  421924101
Meeting Date: MAY 18, 2006   Meeting Type: Annual
Record Date:  APR 7, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Edward A. Blechschmidt     For       For        Management
1.2   Elect Director Donald L. Correll          For       For        Management
1.3   Elect Director Yvonne M. Curl             For       For        Management
1.4   Elect Director Charles M. Elson           For       For        Management
1.5   Elect Director Jay Grinney                For       For        Management
1.6   Elect Director Jon F. Hanson              For       For        Management
1.7   Elect Director Leo I. Higdon, Jr.         For       For        Management
1.8   Elect Director John E. Maupin, Jr.        For       For        Management
1.9   Elect Director L. Edward Shaw, Jr.        For       For        Management


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

HUBBELL INCORPORATED

Ticker:       HUB.B          Security ID:  443510201
Meeting Date: MAY 1, 2006    Meeting Type: Annual
Record Date:  MAR 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director G. Ratcliffe               For       For        Management
1.2   Elect Director E. Brooks                  For       For        Management
1.3   Elect Director G. Edwards                 For       For        Management
1.4   Elect Director J. Hoffman                 For       For        Management
1.5   Elect Director A. Mcnally Iv              For       For        Management
1.6   Elect Director D. Meyer                   For       For        Management
1.7   Elect Director T. Powers                  For       For        Management
1.8   Elect Director D. Van Riper               For       For        Management
1.9   Elect Director R. Swift                   For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management


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

IDT CORP.

Ticker:       IDT.C          Security ID:  448947309
Meeting Date: DEC 15, 2005   Meeting Type: Annual
Record Date:  OCT 21, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director J. Warren Blaker           For       For        Management
1.2   Elect Director Stephen R. Brown           For       For        Management
1.3   Elect Director James A. Courter           For       Withhold   Management
1.4   Elect Director Slade Gorton               For       For        Management
1.5   Elect Director Marc E. Knoller            For       For        Management
2     Approve Stock Option Plan                 For       Against    Management
3     Approve Restricted Stock Plan             For       For        Management
4     Ratify Auditors                           For       For        Management


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

INTERPUBLIC GROUP OF COMPANIES, INC., THE

Ticker:       IPG            Security ID:  460690100
Meeting Date: NOV 14, 2005   Meeting Type: Annual
Record Date:  SEP 20, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frank J. Borelli          For       For        Management
1.2   Elect  Director Reginald K. Brack         For       For        Management
1.3   Elect  Director Jill M. Considine         For       For        Management
1.4   Elect  Director Richard A. Goldstein      For       For        Management
1.5   Elect  Director H. John Greeniaus         For       For        Management
1.6   Elect  Director Michael I. Roth           For       For        Management
1.7   Elect  Director J. Phillip Samper         For       For        Management
1.8   Elect  Director David M. Thomas           For       For        Management
2     Approve Qualified Employee Stock Purchase For       Against    Management
      Plan
3     Ratify Auditors                           For       For        Management
4     Seek Sale of Company/Assets               Against   Against    Shareholder


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

INVESTORS FINANCIAL SERVICES CORP.

Ticker:       IFIN           Security ID:  461915100
Meeting Date: APR 18, 2006   Meeting Type: Annual
Record Date:  FEB 23, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard P. Boyatzi         For       For        Management
1.2   Elect Director Frank B. Condon, Jr.       For       For        Management
1.3   Elect Director John I. Snow, III          For       For        Management
2     Approve/Amend Executive Incentive Bonus   For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


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

KROGER CO., THE

Ticker:       KR             Security ID:  501044101
Meeting Date: JUN 22, 2006   Meeting Type: Annual
Record Date:  APR 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Reuben V. Anderson         For       For        Management
1.2   Elect Director Don W. McGeorge            For       For        Management
1.3   Elect Director W. Rodney McMullen         For       For        Management
1.4   Elect Director Clyde R. Moore             For       For        Management
1.5   Elect Director Steven R. Rogel            For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Eliminate Cumulative Voting               For       For        Management
4     Reduce Supermajority Vote Requirement     For       For        Management
5     Opt Out of State's Control Share          For       For        Management
      Acquisition Law
6     Require Advance Notice for Shareholder    For       Against    Management
      Proposals
7     Ratify Auditors                           For       For        Management
8     Report on Animal Welfare Standards        Against   Against    Shareholder
9     Prepare a Sustainability Report           Against   Against    Shareholder


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

LEE ENTERPRISES, INC.

Ticker:       LEE            Security ID:  523768109
Meeting Date: FEB 22, 2006   Meeting Type: Annual
Record Date:  JAN 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard R. Cole            For       For        Management
1.2   Elect Director William E. Mayer           For       For        Management
1.3   Elect Director Gregory P. Schermer        For       For        Management
1.4   Elect Director Mark Vittert               For       For        Management
2     Approve Nonqualified Employee Stock       For       For        Management
      Purchase Plan
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Other Business                            For       For        Management


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

LEGG MASON, INC.

Ticker:       LM             Security ID:  524901105
Meeting Date: JUL 19, 2005   Meeting Type: Annual
Record Date:  MAY 20, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dennis R. Beresford       For       For        Management
1.2   Elect  Director Edward I. O'Brien         For       For        Management
1.3   Elect  Director Roger W. Schipke          For       For        Management
1.4   Elect  Director Nicholas J. St. George    For       For        Management
2     Amend Executive Incentive Bonus Plan      For       Against    Management
3     Approve Non-Employee Director Omnibus     For       Against    Management
      Stock Plan


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

MARSHALL & ILSLEY CORP.

Ticker:       MI             Security ID:  571834100
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mark F. Furlong            For       For        Management
1.2   Elect Director Ted D. Kellner             For       For        Management
1.3   Elect Director Katharine C. Lyall         For       For        Management
1.4   Elect Director Peter M. Platten, III      For       For        Management
1.5   Elect Director James B. Wigdale           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       Against    Management
4     Declassify the Board of Directors         Against   For        Shareholder


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

MCAFEE, INC.

Ticker:       MFE            Security ID:  579064106
Meeting Date: MAY 25, 2006   Meeting Type: Annual
Record Date:  APR 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Leslie Denend              For       For        Management
1.2   Elect Director George Samenuk             For       For        Management
2     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


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

MELLON FINANCIAL CORP.

Ticker:       MEL            Security ID:  58551A108
Meeting Date: APR 18, 2006   Meeting Type: Annual
Record Date:  FEB 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Paul L. Cejas              For       For        Management
1.2   Elect Director Seward Prosser Mellon      For       For        Management
1.3   Elect Director Mark A. Nordenberg         For       For        Management
1.4   Elect Director W.E. Strickland, Jr.       For       For        Management
2     Approve Non-Employee Director Restricted  For       For        Management
      Stock Plan
3     Amend Vote Requirements to Amend          Against   For        Shareholder
      Articles/Bylaws/Charter
4     Ratify Auditors                           For       For        Management


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

MERCANTILE BANKSHARES CORP.

Ticker:       MRBK           Security ID:  587405101
Meeting Date: MAY 9, 2006    Meeting Type: Annual
Record Date:  MAR 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director R. Carl Benna              For       For        Management
1.2   Elect Director George L. Bunting, Jr.     For       For        Management
1.3   Elect Director Darrell D. Friedman        For       For        Management
1.4   Elect Director Robert A. Kinsley          For       For        Management
1.5   Elect Director Alexander T. Mason         For       For        Management
1.6   Elect Director Christian H. Poindexter    For       For        Management
1.7   Elect Director James L. Shea              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Increase Authorized Common Stock          For       For        Management


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

MGIC INVESTMENT CORP.

Ticker:       MTG            Security ID:  552848103
Meeting Date: MAY 11, 2006   Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Karl E. Case               For       For        Management
1.2   Elect Director Curt S. Culver             For       For        Management
1.3   Elect Director William A. McIntosh        For       For        Management
1.4   Elect Director Leslie M. Muma             For       For        Management
2     Ratify Auditors                           For       For        Management


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

MSC INDUSTRIAL DIRECT CO., INC.

Ticker:       MSM            Security ID:  553530106
Meeting Date: JAN 3, 2006    Meeting Type: Annual
Record Date:  NOV 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Mitchell Jacobson         For       For        Management
1.2   Elect  Director David Sandler             For       For        Management
1.3   Elect  Director Charles Boehlke           For       For        Management
1.4   Elect  Director Roger Fradin              For       Withhold   Management
1.5   Elect  Director Denis Kelly               For       For        Management
1.6   Elect  Director Raymond Langton           For       For        Management
1.7   Elect  Director Philip Peller             For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Other Business                            For       For        Management


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

NALCO HOLDING COMPANY

Ticker:       NLC            Security ID:  62985Q101
Meeting Date: MAY 4, 2006    Meeting Type: Annual
Record Date:  MAR 8, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mr. Rodney F. Chase        For       For        Management
1.2   Elect Director Mr. Richard B. Marchese    For       For        Management
1.3   Elect Director Mr. Paul H. O'Neill        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management


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

NEW YORK COMMUNITY BANCORP, INC.

Ticker:       NYB            Security ID:  649445103
Meeting Date: JUN 7, 2006    Meeting Type: Annual
Record Date:  APR 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Maureen E. Clancy          For       For        Management
1.2   Elect Director Robert S. Farrell          For       For        Management
1.3   Elect Director Joseph R. Ficalora         For       For        Management
1.4   Elect Director Michael F. Manzulli        For       For        Management
1.5   Elect Director James J. O'Donovan         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Approve Omnibus Stock Plan                For       For        Management
5     Declassify the Board of Directors         Against   For        Shareholder


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

NEW YORK TIMES CO., THE

Ticker:       NYT            Security ID:  650111107
Meeting Date: APR 18, 2006   Meeting Type: Annual
Record Date:  FEB 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Raul E. Cesan              For       For        Management
1.2   Elect Director William E. Kennard         For       For        Management
1.3   Elect Director James M. Kilts             For       For        Management
1.4   Elect Director Doreen A. Toben            For       For        Management
2     Ratify Auditors                           For       For        Management


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

NEWFIELD EXPLORATION CO.

Ticker:       NFX            Security ID:  651290108
Meeting Date: MAY 4, 2006    Meeting Type: Annual
Record Date:  MAR 7, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David A. Trice             For       For        Management
1.2   Elect Director David F. Schaible          For       For        Management
1.3   Elect Director Howard H. Newman           For       For        Management
1.4   Elect Director Thomas G. Ricks            For       For        Management
1.5   Elect Director Dennis R. Hendrix          For       For        Management
1.6   Elect Director C.E. (chuck) Shultz        For       For        Management
1.7   Elect Director Philip J. Burguieres       For       For        Management
1.8   Elect Director John Randolph Kemp III     For       For        Management
1.9   Elect Director J. Michael Lacey           For       For        Management
1.10  Elect Director Joseph H. Netherland       For       For        Management
1.11  Elect Director J. Terry Strange           For       For        Management
1.12  Elect Director Pamela J. Gardner          For       For        Management
1.13  Elect Director Juanita F. Romans          For       For        Management
2     Amend Non-Employee Director Restricted    For       For        Management
      Stock Plan
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management


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

NOBLE ENERGY, INC.

Ticker:       NBL            Security ID:  655044105
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  MAR 14, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jeffrey L. Berenson        For       For        Management
1.2   Elect Director Michael A. Cawley          For       For        Management
1.3   Elect Director Edward F. Cox              For       For        Management
1.4   Elect Director Charles D. Davidson        For       For        Management
1.5   Elect Director Thomas J. Edelman          For       For        Management
1.6   Elect Director Kirby L. Hedrick           For       For        Management
1.7   Elect Director Bruce A. Smith             For       For        Management
1.8   Elect Director William T. Van Kleef       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Separate Chairman and CEO Positions       Against   Against    Shareholder


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

NORFOLK SOUTHERN CORP.

Ticker:       NSC            Security ID:  655844108
Meeting Date: MAY 11, 2006   Meeting Type: Annual
Record Date:  MAR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Daniel A. Carp             For       For        Management
1.2   Elect Director Steven F. Leer             For       For        Management
1.3   Elect Director Charles W. Moorman         For       For        Management
2     Ratify Auditors                           For       For        Management


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

NORTEL NETWORKS CORPORATION

Ticker:       NT.            Security ID:  656568102
Meeting Date: JUN 29, 2006   Meeting Type: Annual/Special
Record Date:  MAY 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jalynn H. Bennett          For       For        Management
1.2   Elect Director Manfred Bischoff           For       For        Management
1.3   Elect Director James B. Hunt, Jr.         For       For        Management
1.4   Elect Director John A. MacNaughton        For       For        Management
1.5   Elect Director John P. Manley             For       For        Management
1.6   Elect Director Richard D. McCormick       For       For        Management
1.7   Elect Director Claude Mongeau             For       For        Management
1.8   Elect Director Harry J. Pearce            For       For        Management
1.9   Elect Director John D. Watson             For       For        Management
1.10  Elect Director Mike S. Zafirovski         For       For        Management
2     Ratify Deloitte & Touche LLP as Auditors  For       For        Management
3     Amend Shareholder Rights Plan (Poison     For       For        Management
      Pill)
4     Approve Reverse Stock Split               For       For        Management
5     Establish Pay-For-Superior-Performance    Against   Against    Shareholder
      Executive Compensation Standard
6     Prepare a Report on Human Rights in China Against   Against    Shareholder
      and Tibet and Cooperate with Independent
      Human Rights Assessments


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

NORTHEAST UTILITIES

Ticker:       NU             Security ID:  664397106
Meeting Date: MAY 9, 2006    Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard H. Booth           For       For        Management
1.2   Elect Director Cotton Mather Cleveland    For       For        Management
1.3   Elect Director Sanford Cloud, Jr.         For       For        Management
1.4   Elect Director James F. Cordes            For       For        Management
1.5   Elect Director E. Gail De Planque         For       For        Management
1.6   Elect Director John G. Graham             For       For        Management
1.7   Elect Director Elizabeth T. Kennan        For       For        Management
1.8   Elect Director Robert E. Patricelli       For       For        Management
1.9   Elect Director Charles W. Shivery         For       For        Management
1.10  Elect Director John F. Swope              For       For        Management
2     Ratify Auditors                           For       For        Management


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

NOVELLUS SYSTEMS, INC.

Ticker:       NVLS           Security ID:  670008101
Meeting Date: MAY 17, 2006   Meeting Type: Annual
Record Date:  MAR 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard S. Hill            For       For        Management
1.2   Elect Director Neil R. Bonke              For       For        Management
1.3   Elect Director Youssef A. El-Mansy        For       For        Management
1.4   Elect Director J. David Litster           For       For        Management
1.5   Elect Director Yoshio Nishi               For       For        Management
1.6   Elect Director Glen G. Possley            For       For        Management
1.7   Elect Director Ann D. Rhoads              For       For        Management
1.8   Elect Director William R. Spivey          For       For        Management
1.9   Elect Director Delbert A. Whitaker        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards


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

NRG ENERGY INC

Ticker:       NRG            Security ID:  629377508
Meeting Date: APR 28, 2006   Meeting Type: Annual
Record Date:  MAR 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John F. Chlebowski         For       For        Management
1.2   Elect Director Howard E. Cosgrove         For       For        Management
1.3   Elect Director William E. Hantke          For       For        Management
1.4   Elect Director Anne C. Schaumburg         For       For        Management
2     Revise Board's Authority to Issue and     For       Against    Management
      Designate Preferred Stock
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Ratify Auditors                           For       For        Management


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

OSI RESTAURANT PARTNERS INC

Ticker:       OSI            Security ID:  689899102
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  MAR 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director A. William Allen, III      For       For        Management
1.2   Elect Director Debbi Fields               For       For        Management
1.3   Elect Director Thomas A. James            For       For        Management
1.4   Elect Director Chris T. Sullivan          For       For        Management
2     Change Company Name                       For       For        Management
3     Ratify Auditors                           For       For        Management
4     Amend Deferred Compensation Plan          For       For        Management
5     Report on Political Contributions         Against   Against    Shareholder
6     Report on Animal Welfare Standards        Against   Against    Shareholder


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

OVERSEAS SHIPHOLDING GROUP, INC.

Ticker:       OSG            Security ID:  690368105
Meeting Date: JUN 9, 2006    Meeting Type: Annual
Record Date:  APR 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Morten Arntzen             For       For        Management
1.2   Elect Director Oudi Recanati              For       For        Management
1.3   Elect Director G. Allen Andreas, III      For       For        Management
1.4   Elect Director Alan R. Batkin             For       For        Management
1.5   Elect Director Thomas B. Coleman          For       For        Management
1.6   Elect Director Charles A. Fribourg        For       For        Management
1.7   Elect Director Stanley Komaroff           For       For        Management
1.8   Elect Director Solomon N. Merkin          For       For        Management
1.9   Elect Director Joel I. Picket             For       For        Management
1.10  Elect Director Ariel Recanati             For       For        Management
1.11  Elect Director Thomas F. Robards          For       For        Management
1.12  Elect Director Jean-Paul Vettier          For       For        Management
1.13  Elect Director Michael J. Zimmerman       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management


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

OWENS-ILLINOIS, INC.

Ticker:       OI             Security ID:  690768403
Meeting Date: MAY 3, 2006    Meeting Type: Annual
Record Date:  MAR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gary F. Colter             For       For        Management
1.2   Elect Director Corbin A. McNeill, Jr.     For       For        Management
1.3   Elect Director Helge H. Wehmeier          For       For        Management
2     Ratify Auditors                           For       For        Management


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

PARTNERRE LTD (FRM. PARTNERRE HOLDINGS LTD. )

Ticker:       PRE            Security ID:  G6852T105
Meeting Date: MAY 12, 2006   Meeting Type: Annual
Record Date:  MAR 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert M. Baylis          For       For        Management
1.2   Elect  Director Jan H. Holsboer           For       For        Management
1.3   Elect  Director Kevin M. Twomey           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       Against    Management


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

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


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

PNC FINANCIAL SERVICES GROUP, INC.

Ticker:       PNC            Security ID:  693475105
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  FEB 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mr. Chellgren              For       For        Management
1.2   Elect Director Mr. Clay                   For       For        Management
1.3   Elect Director Mr. Cooper                 For       For        Management
1.4   Elect Director Mr. Davidson               For       For        Management
1.5   Elect Director Ms. James                  For       For        Management
1.6   Elect Director Mr. Kelson                 For       For        Management
1.7   Elect Director Mr. Lindsay                For       For        Management
1.8   Elect Director Mr. Massaro                For       For        Management
1.9   Elect Director Mr. O'Brien                For       For        Management
1.10  Elect Director Ms. Pepper                 For       For        Management
1.11  Elect Director Mr. Rohr                   For       For        Management
1.12  Elect Director Ms. Steffes                For       For        Management
1.13  Elect Director Mr. Strigl                 For       For        Management
1.14  Elect Director Mr. Thieke                 For       For        Management
1.15  Elect Director Mr. Usher                  For       For        Management
1.16  Elect Director Mr. Walls                  For       For        Management
1.17  Elect Director Mr. Wehmeier               For       For        Management
2     Approve Omnibus Stock Plan                For       Against    Management
3     Ratify Auditors                           For       For        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


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

PULTE HOMES INC.

Ticker:       PHM            Security ID:  745867101
Meeting Date: MAY 11, 2006   Meeting Type: Annual
Record Date:  MAR 14, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Brian P. Anderson          For       For        Management
1.2   Elect Director Patrick J. O'Leary         For       For        Management
1.3   Elect Director Debra J. Kelly-Ennis       For       For        Management
1.4   Elect Director Bernard W. Reznicek        For       For        Management
1.5   Elect Director Alan E. Schwartz           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
4     Declassify the Board of Directors         Against   For        Shareholder
5     Provide for Cumulative Voting             Against   Against    Shareholder
6     Performance-Based Equity Awards           Against   Against    Shareholder


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

REGIS CORP.

Ticker:       RGS            Security ID:  758932107
Meeting Date: OCT 27, 2005   Meeting Type: Annual
Record Date:  SEP 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Rolf F. Bjelland           For       For        Management
1.2   Elect Director Paul D. Finkelstein        For       For        Management
1.3   Elect Director Thomas L. Gregory          For       For        Management
1.4   Elect Director Van Zandt Hawn             For       For        Management
1.5   Elect Director Susan Hoyt                 For       For        Management
1.6   Elect Director David B. Kunin             For       For        Management
1.7   Elect Director Myron Kunin                For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Nonqualified Employee Stock         For       For        Management
      Purchase Plan


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

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


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

SMITH INTERNATIONAL, INC.

Ticker:       SII            Security ID:  832110100
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert Kelley              For       For        Management
1.2   Elect Director Doug Rock                  For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


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

SMURFIT - STONE CONTAINER CORP.

Ticker:       SSCC           Security ID:  832727101
Meeting Date: MAY 10, 2006   Meeting Type: Annual
Record Date:  MAR 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James R. Boris             For       For        Management
1.2   Elect Director Connie K. Duckworth        For       For        Management
1.3   Elect Director Alan E. Goldberg           For       For        Management
1.4   Elect Director William T. Lynch, Jr.      For       For        Management
1.5   Elect Director Patrick J. Moore           For       For        Management
1.6   Elect Director James J. O'Connor          For       For        Management
1.7   Elect Director Jerry K. Pearlman          For       For        Management
1.8   Elect Director Thomas A. Reynolds, III    For       For        Management
1.9   Elect Director Eugene C. Sit              For       For        Management
1.10  Elect Director William D. Smithburg       For       For        Management
2     Ratify Auditors                           For       For        Management


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

SUN MICROSYSTEMS, INC.

Ticker:       SUNW           Security ID:  866810104
Meeting Date: OCT 27, 2005   Meeting Type: Annual
Record Date:  AUG 29, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Scott G. McNealy           For       For        Management
1.2   Elect Director James L. Barksdale         For       For        Management
1.3   Elect Director Stephen M. Bennett         For       For        Management
1.4   Elect Director L. John Doerr              For       For        Management
1.5   Elect Director Robert J. Fisher           For       For        Management
1.6   Elect Director Michael E. Lehman          For       For        Management
1.7   Elect Director Patricia E. Mitchell       For       For        Management
1.8   Elect Director M. Kenneth Oshman          For       For        Management
1.9   Elect Director Naomi O. Seligman          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Performance- Based/Indexed Options        Against   Against    Shareholder
4     Approve Terms of Existing Poison Pill     Against   For        Shareholder


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

TCF FINANCIAL CORP.

Ticker:       TCB            Security ID:  872275102
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  FEB 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William F. Bieber          For       For        Management
1.2   Elect Director Gerald A. Schwalbach       For       For        Management
1.3   Elect Director Douglas A. Scovanner       For       For        Management
2     Amend Nonqualified Employee Stock         For       For        Management
      Purchase Plan
3     Ratify Auditors                           For       For        Management


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

TEMPUR-PEDIC INTL INC

Ticker:       TPX            Security ID:  88023U101
Meeting Date: APR 28, 2006   Meeting Type: Annual
Record Date:  MAR 21, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jeffrey S. Barber          For       For        Management
1.2   Elect Director H. Thomas Bryant           For       For        Management
1.3   Elect Director Francis A. Doyle           For       For        Management
1.4   Elect Director Sir Paul Judge             For       For        Management
1.5   Elect Director Nancy F. Koehn             For       For        Management
1.6   Elect Director Christopher A. Masto       For       For        Management
1.7   Elect Director P. Andrews Mclane          For       For        Management
1.8   Elect Director Robert B. Trussell, Jr.    For       For        Management
2     Ratify Auditors                           For       For        Management


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

TENET HEALTHCARE CORP.

Ticker:       THC            Security ID:  88033G100
Meeting Date: MAY 12, 2006   Meeting Type: Annual
Record Date:  MAR 15, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Trevor Fetter              For       For        Management
1.2   Elect Director Brenda J. Gaines           For       For        Management
1.3   Elect Director Karen M. Garrison          For       For        Management
1.4   Elect Director Edward A. Kangas           For       For        Management
1.5   Elect Director J. Robert Kerrey           For       For        Management
1.6   Elect Director Floyd D. Loop              For       For        Management
1.7   Elect Director Richard R. Pettingill      For       For        Management
1.8   Elect Director James A. Unruh             For       For        Management
1.9   Elect Director J. McDonald Williams       For       For        Management
2     Ratify Auditors                           For       For        Management


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

TIBCO SOFTWARE, INC.

Ticker:       TIBX           Security ID:  88632Q103
Meeting Date: APR 6, 2006    Meeting Type: Annual
Record Date:  FEB 8, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Vivek Y. Ranadive          For       For        Management
1.2   Elect Director Bernard J. Bourigeaud      For       For        Management
1.3   Elect Director Eric C.W. Dunn             For       For        Management
1.4   Elect Director Narendra K. Gupta          For       For        Management
1.5   Elect Director Peter J. Job               For       For        Management
1.6   Elect Director Philip K. Wood             For       For        Management
2     Ratify Auditors                           For       For        Management


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

TUPPERWARE BRANDS CORP.

Ticker:       TUP            Security ID:  899896104
Meeting Date: MAY 17, 2006   Meeting Type: Annual
Record Date:  MAR 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Kriss Cloninger, III       For       For        Management
1.2   Elect Director Joe R. Lee                 For       For        Management
1.3   Elect Director Bob Marbut                 For       For        Management
1.4   Elect Director David R. Parker            For       For        Management
1.5   Elect Director J. Patrick Spainhour       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Non-Employee Director Omnibus Stock For       Against    Management
      Plan
4     Approve Omnibus Stock Plan                For       Against    Management


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

W.W. GRAINGER, INC.

Ticker:       GWW            Security ID:  384802104
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  MAR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Brian P. Anderson          For       For        Management
1.2   Elect Director Wilbur H. Gantz            For       For        Management
1.3   Elect Director David W. Grainger          For       For        Management
1.4   Elect Director V. Ann Hailey              For       For        Management
1.5   Elect Director William K. Hall            For       For        Management
1.6   Elect Director Richard L. Keyser          For       For        Management
1.7   Elect Director Stuart L. Levenick         For       For        Management
1.8   Elect Director John W. Mccarter, Jr.      For       For        Management
1.9   Elect Director Neil S. Novich             For       For        Management
1.10  Elect Director Michael J. Roberts         For       For        Management
1.11  Elect Director Gary L. Rogers             For       For        Management
1.12  Elect Director James D. Slavik            For       For        Management
1.13  Elect Director Harold B. Smith            For       For        Management
2     Ratify Auditors                           For       For        Management


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

WADDELL & REED FINANCIAL, INC.

Ticker:       WDR            Security ID:  930059100
Meeting Date: APR 12, 2006   Meeting Type: Annual
Record Date:  FEB 15, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dennis E. Logue            For       For        Management
1.2   Elect Director Ronald C. Reimer           For       For        Management


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

WASHINGTON POST CO., THE

Ticker:       WPO            Security ID:  939640108
Meeting Date: MAY 11, 2006   Meeting Type: Annual
Record Date:  MAR 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Christopher C. Davis       For       For        Management
1.2   Elect Director John L. Dotson Jr.         For       For        Management
1.3   Elect Director Ronald L. Olson            For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Other Business                            For       Against    Management


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

WILLIAMS COMPANIES, INC., THE

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

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


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

XL CAPITAL LTD (FORMERLY EXEL LTD. )

Ticker:       XL             Security ID:  G98255105
Meeting Date: APR 28, 2006   Meeting Type: Annual
Record Date:  MAR 15, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dale R. Comey             For       For        Management
1.2   Elect  Director Brian M. O'Hara           For       For        Management
1.3   Elect  Director John T. Thornton          For       For        Management
2     TO RATIFY THE APPOINTMENT OF              For       For        Management
      PRICEWATERHOUSECOOPERS LLP, NEW YORK, NEW
      YORK TO ACT AS THE INDEPENDENT REGISTERED
      PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR
      THE FISCAL YEAR ENDING DECEMBER 31, 2006.
3     Other Business                            For       Against    Management


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

ZIONS BANCORPORATION

Ticker:       ZION           Security ID:  989701107
Meeting Date: MAY 1, 2006    Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director R.D. Cash                  For       For        Management
1.2   Elect Director Patricia Frobes            For       For        Management
1.3   Elect Director J. David Heaney            For       For        Management
1.4   Elect Director Harris H. Simmons          For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Other Business                            For       Against    Management

======================= MFS UNION STANDARD EQUITY FUND ========================







                                                                            
AGCO CORPORATION                                                          AG      ANNUAL MEETING DATE: 04/27/2006
Issuer: 001084102                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management    Withheld
                     P. GEORGE BENSON
                    GERALD L. SHAHEEN                                     Management    Withheld   Against
                     HENDRIKUS VISSER                                     Management    Withheld   Against
                                                                          Management    Withheld   Against
   02      APPROVAL OF AGCO CORPORATION 2006 LONG-TERM INCENTIVE          Management    Against    Against
           PLAN



                                                                            
ALTRIA GROUP, INC.                                                        MO      ANNUAL MEETING DATE: 04/27/2006
Issuer: 02209S103                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management      For
                   ELIZABETH E. BAILEY                                    Management      For      For
                       HAROLD BROWN                                       Management      For      For
                   MATHIS CABIALLAVETTA                                   Management      For      For
                    LOUIS C. CAMILLERI                                    Management      For      For
                    J. DUDLEY FISHBURN                                    Management      For      For
                   ROBERT E. R. HUNTLEY                                   Management      For      For
                     THOMAS W. JONES                                      Management      For      For
                       GEORGE MUNOZ                                       Management      For      For
                      LUCIO A. NOTO                                       Management      For      For
                       JOHN S. REED                                       Management      For      For
                     STEPHEN M. WOLF                                      Management      For      For
   02      RATIFICATION OF THE SELECTION OF INDEPENDENT                   Management    Against    Against
           AUDITORS
   03      STOCKHOLDER PROPOSAL 1 - REQUESTING INDEPENDENT                Shareholder     For      Against
           BOARD CHAIRMAN
   04      STOCKHOLDER PROPOSAL 2 - REQUESTING COMMITMENT                 Shareholder     For      Against
           TO GLOBAL HUMAN RIGHTS STANDARDS
   05      STOCKHOLDER PROPOSAL 3 - SEEKING TO ADDRESS HEALTH             Shareholder     For      Against





                                                                                       
           HAZARDS FOR AFRICAN AMERICANS ASSOCIATED WITH
           SMOKING MENTHOL CIGARETTES
   06      STOCKHOLDER PROPOSAL 4 - SEEKING TO EXTEND NEW                 Shareholder     For      Against
           YORK FIRE-SAFE PRODUCTS GLOBALLY
   07      STOCKHOLDER PROPOSAL 5 - REQUESTING ADOPTION                   Shareholder     For      Against
           OF ANIMAL WELFARE POLICY
   08      STOCKHOLDER PROPOSAL 6 - REQUESTING SUPPORT FOR                Shareholder   Against    For
           LAWS AT ALL LEVELS COMBATING USE OF TOBACCO
   09      STOCKHOLDER PROPOSAL 7 - SEEKING TO FACILITATE                 Shareholder     For      Against
           MEDICAL EFFORTS TO DISSUADE SECONDHAND SMOKE



                                                                            
AMERICAN INTERNATIONAL GROUP, INC.                                        AIG     ANNUAL MEETING DATE: 08/11/2005
Issuer: 026874107                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management    Withheld
                       M. AIDINOFF                                        Management    Withheld   Against
                         P. CHIA                                          Management    Withheld   Against
                         M. COHEN                                         Management    Withheld   Against
                         W. COHEN                                         Management    Withheld   Against
                       M. FELDSTEIN                                       Management    Withheld   Against
                        E. FUTTER                                         Management    Withheld   Against
                       S. HAMMERMAN                                       Management    Withheld   Against
                         C. HILLS                                         Management    Withheld   Against
                       R. HOLBROOKE                                       Management    Withheld   Against
                         D. KANAK                                         Management    Withheld   Against
                      G. MILES, JR.                                       Management    Withheld   Against
                         M. OFFIT                                         Management    Withheld   Against
                       M. SULLIVAN                                        Management    Withheld   Against
                          E. TSE                                          Management    Withheld   Against
                         F. ZARB                                          Management    Withheld   Against
   02      RATIFICATION OF INDEPENDENT ACCOUNTANTS                        Management      For      For



                                                                            
AMERICAN INTERNATIONAL GROUP, INC.                                        AIG     ANNUAL MEETING DATE: 05/17/2006
Issuer: 026874107                       ISIN:
SEDOL:






Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management    Withheld
                      PEI-YUAN CHIA                                       Management    Withheld   Against
                    MARSHALL A. COHEN                                     Management    Withheld   Against
                   MARTIN S. FELDSTEIN                                    Management    Withheld   Against
                     ELLEN V. FUTTER                                      Management    Withheld   Against
                   STEPHEN L. HAMMERMAN                                   Management    Withheld   Against
                   RICHARD C. HOLBROOKE                                   Management    Withheld   Against
                    FRED H. LANGHAMMER                                    Management    Withheld   Against
                   GEORGE L. MILES, JR.                                   Management    Withheld   Against
                     MORRIS W. OFFIT                                      Management    Withheld   Against
                     JAMES F. ORR III                                     Management    Withheld   Against
                    MARTIN J. SULLIVAN                                    Management    Withheld   Against
                    MICHAEL H. SUTTON                                     Management    Withheld   Against
                     EDMUND S.W. TSE                                      Management    Withheld   Against
                   ROBERT B. WILLUMSTAD                                   Management    Withheld   Against
                      FRANK G. ZARB                                       Management    Withheld   Against
   02      RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS        Management      For      For
           LLP AS AIG S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
           FIRM FOR 2006.
   03      ADOPTION OF AN EXECUTIVE INCENTIVE PLAN.                       Management    Against    Against



                                                                            
AMPHENOL CORPORATION                                                      APH     ANNUAL MEETING DATE: 05/24/2006
Issuer: 032095101                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management
                     EDWARD B. JEPSEN                                     Management      For      For
                       JOHN R. LORD                                       Management    Withheld   Against
   02      RATIFICATION OF DELOITTE & TOUCHE LLP AS INDEPENDENT           Management    Against    Against
           PUBLIC ACCOUNTANTS OF THE COMPANY.
   03      RATIFICATION AND APPROVAL OF THE THIRD AMENDED                 Management    Against    Against
           2000 STOCK PURCHASE AND OPTION PLAN FOR KEY EMPLOYEES
           OF AMPHENOL AND SUBSIDIARIES.





                                                                            
APPLE COMPUTER, INC.                                                      AAPL    ANNUAL MEETING DATE: 04/27/2006
Issuer: 037833100                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management      For
                     FRED D. ANDERSON                                     Management      For      For
                   WILLIAM V. CAMPBELL                                    Management      For      For
                    MILLARD S. DREXLER                                    Management      For      For
                   ALBERT A. GORE, JR.                                    Management      For      For
                      STEVEN P. JOBS                                      Management      For      For
                    ARTHUR D. LEVINSON                                    Management      For      For
                      JEROME B. YORK                                      Management      For      For
   02      TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT           Management      For      For
           AUDITORS OF THE COMPANY FOR FISCAL YEAR 2006.
   03      TO CONSIDER A SHAREHOLDER PROPOSAL IF PROPERLY                 Shareholder     For      Against
           PRESENTED AT THE MEETING.



                                                                            
ARAMARK CORPORATION                                                       RMK     ANNUAL MEETING DATE: 02/07/2006
Issuer: 038521100                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management      For
                    PATRICIA C. BARRON                                    Management      For      For
                   RONALD R. DAVENPORT                                    Management      For      For
                    RONALD L. SARGENT                                     Management      For      For
   02      PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP                 Management    Against    Against
           AS INDEPENDENT PUBLIC ACCOUNTANTS FOR FISCAL 2006.



                                                                            
AT&T INC.                                                                 T       ANNUAL MEETING DATE: 04/28/2006
Issuer: 00206R102                       ISIN:
SEDOL:






Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management    Withheld
                 WILLIAM F. ALDINGER III                                  Management    Withheld   Against
                    GILBERT F. AMELIO                                     Management    Withheld   Against
                   AUGUST A. BUSCH III                                    Management    Withheld   Against
                    MARTIN K. EBY, JR.                                    Management    Withheld   Against
                    JAMES A. HENDERSON                                    Management    Withheld   Against
                    CHARLES F. KNIGHT                                     Management    Withheld   Against
                      JON C. MADONNA                                      Management    Withheld   Against
                      LYNN M. MARTIN                                      Management    Withheld   Against
                      JOHN B. MCCOY                                       Management    Withheld   Against
                       MARY S. METZ                                       Management    Withheld   Against
                        TONI REMBE                                        Management    Withheld   Against
                    S. DONLEY RITCHEY                                     Management    Withheld   Against
                      JOYCE M. ROCHE                                      Management    Withheld   Against
                  RANDALL L. STEPHENSON                                   Management    Withheld   Against
                   LAURA D'ANDREA TYSON                                   Management    Withheld   Against
                    PATRICIA P. UPTON                                     Management    Withheld   Against
                 EDWARD E. WHITACRE, JR.                                  Management    Withheld   Against
   02      APPROVE APPOINTMENT OF INDEPENDENT AUDITORS                    Management    Against    Against
   03      APPROVE 2006 INCENTIVE PLAN                                    Management    Against    Against
   04      APPROVE AMENDMENT TO RESTATED CERTIFICATE OF                   Management      For      For
           INCORPORATION
   05      STOCKHOLDER PROPOSAL A                                         Shareholder     For      Against
   06      STOCKHOLDER PROPOSAL B                                         Shareholder     For      Against
   07      STOCKHOLDER PROPOSAL C                                         Shareholder     For      Against
   08      STOCKHOLDER PROPOSAL D                                         Shareholder     For      Against
   09      STOCKHOLDER PROPOSAL E                                         Shareholder     For      Against
   10      STOCKHOLDER PROPOSAL F                                         Shareholder     For      Against



                                                                            
BANK OF AMERICA CORPORATION                                               BAC     ANNUAL MEETING DATE: 04/26/2006
Issuer: 060505104                       ISIN:
SEDOL:






Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management      For
                   WILLIAM BARNET, III                                    Management      For      For
                  FRANK P. BRAMBLE, SR.                                   Management      For      For
                     JOHN T. COLLINS                                      Management      For      For
                    GARY L. COUNTRYMAN                                    Management      For      For
                     TOMMY R. FRANKS                                      Management      For      For
                       PAUL FULTON                                        Management      For      For
                    CHARLES K. GIFFORD                                    Management      For      For
                     W. STEVEN JONES                                      Management      For      For
                     KENNETH D. LEWIS                                     Management      For      For
                     MONICA C. LOZANO                                     Management      For      For
                     WALTER E. MASSEY                                     Management      For      For
                      THOMAS J. MAY                                       Management      For      For
                   PATRICIA E. MITCHELL                                   Management      For      For
                      THOMAS M. RYAN                                      Management      For      For
                   O. TEMPLE SLOAN, JR.                                   Management      For      For
                   MEREDITH R. SPANGLER                                   Management      For      For
                    ROBERT L. TILLMAN                                     Management      For      For
                      JACKIE M. WARD                                      Management      For      For
   02      RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC              Management    Against    Against
           ACCOUNTING FIRM FOR 2006.
   03      ADOPT AN AMENDMENT TO THE 2003 KEY ASSOCIATE                   Management    Against    Against
           STOCK PLAN.
   04      STOCKHOLDER PROPOSAL- POLITICAL CONTRIBUTIONS                  Shareholder   Against    For
   05      STOCKHOLDER PROPOSAL- MAJORITY VOTING IN DIRECTOR              Shareholder     For      Against
           ELECTIONS
   06      STOCKHOLDER PROPOSAL- INDEPENDENT BOARD CHAIRMAN               Shareholder     For      Against
   07      STOCKHOLDER PROPOSAL- EQUAL EMPLOYMENT OPPORTUNITY             Shareholder   Against    For
           POLICY



                                                                            
BELLSOUTH CORPORATION                                                     BLS     ANNUAL MEETING DATE: 04/24/2006
Issuer: 079860102                       ISIN:
SEDOL:






Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management
                      F.D. ACKERMAN                                       Management    Withheld   Against
                      R.V. ANDERSON                                       Management    Withheld   Against
                      J.H. BLANCHARD                                      Management    Withheld   Against
                        J.H. BROWN                                        Management    Withheld   Against
                       A.M. CODINA                                        Management    Withheld   Against
                       M.L. FEIDLER                                       Management    Withheld   Against
                      K.F. FELDSTEIN                                      Management      For      For
                        J.P. KELLY                                        Management      For      For
                       L.F. MULLIN                                        Management      For      For
                        R.B. SMITH                                        Management      For      For
                    W.S. STAVROPOULOS                                     Management    Withheld   Against
   02      RATIFY THE APPOINTMENT OF THE INDEPENDENT REGISTERED           Management      For      For
           PUBLIC ACCOUNTING FIRM
   03      SHAREHOLDER PROPOSAL RE: DISCLOSURE OF POLITICAL               Shareholder     For      Against
           CONTRIBUTIONS



                                                                            
BURLINGTON NORTHERN SANTA FE CORPORA                                      BNI     ANNUAL MEETING DATE: 04/19/2006
Issuer: 12189T104                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management
                      A.L. BOECKMANN                                      Management    Withheld   Against
                        D.G. COOK                                         Management      For      For
                      V.S. MARTINEZ                                       Management    Withheld   Against
                       M.F. RACICOT                                       Management      For      For
                       R.S. ROBERTS                                       Management      For      For
                        M.K. ROSE                                         Management    Withheld   Against
                       M.J. SHAPIRO                                       Management      For      For
                      J.C. WATTS, JR                                      Management      For      For
                        R.H. WEST                                         Management      For      For
                       J.S. WHISLER                                       Management    Withheld   Against
                    E.E. WHITACRE, JR.                                    Management    Withheld   Against
   02      RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS      Management      For      For
           LLP AS THE COMPANY S INDEPENDENT AUDITOR FOR
           2006 (ADVISORY VOTE).
   03      APPROVAL OF THE AMENDED AND RESTATED BURLINGTON                Management    Against    Against
           NORTHERN SANTA FE 1999 STOCK INCENTIVE PLAN.
   04      APPROVAL OF THE AMENDED AND RESTATED BNSF RAILWAY              Management    Against    Against





                                                                                       
           COMPANY INCENTIVE COMPENSATION PLAN.
   05      SHAREHOLDER PROPOSAL REGARDING MAJORITY VOTING.                Shareholder     For      Against
   06      SHAREHOLDER PROPOSAL REGARDING SEPARATION OF                   Shareholder     For      Against
           CHAIRMAN AND CHIEF EXECUTIVE OFFICER.



                                                                            
CHEVRON CORPORATION                                                       CVX     ANNUAL MEETING DATE: 04/26/2006
Issuer: 166764100                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management      For
                      S.H. ARMACOST                                       Management      For      For
                        L.F. DEILY                                        Management      For      For
                       R.E. DENHAM                                        Management      For      For
                        R.J. EATON                                        Management      For      For
                         S. GINN                                          Management      For      For
                       F.G. JENIFER                                       Management      For      For
                         S. NUNN                                          Management      For      For
                      D.J. O'REILLY                                       Management      For      For
                        D.B. RICE                                         Management      For      For
                      P.J. ROBERTSON                                      Management      For      For
                      C.R. SHOEMATE                                       Management      For      For
                        R.D. SUGAR                                        Management      For      For
                         C. WARE                                          Management      For      For
   02      RATIFICATION OF INDEPENDENT REGISTERED PUBLIC                  Management    Against    Against
           ACCOUNTING FIRM
   03      AMEND COMPANY BY-LAWS TO INCLUDE PROPONENT REIMBURSEMENT       Shareholder     For      Against
   04      REPORT ON OIL & GAS DRILLING IN PROTECTED AREAS                Shareholder     For      Against
   05      REPORT ON POLITICAL CONTRIBUTIONS                              Shareholder     For      Against
   06      ADOPT AN ANIMAL WELFARE POLICY                                 Shareholder     For      Against
   07      REPORT ON HUMAN RIGHTS                                         Shareholder     For      Against
   08      REPORT ON ECUADOR                                              Shareholder     For      Against





                                                                            
CISCO SYSTEMS, INC.                                                       CSCO    ANNUAL MEETING DATE: 11/15/2005
Issuer: 17275R102                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management    Withheld
                      CAROL A. BARTZ                                      Management    Withheld   Against
                     M. MICHELE BURNS                                     Management    Withheld   Against
                     LARRY R. CARTER                                      Management    Withheld   Against
                     JOHN T. CHAMBERS                                     Management    Withheld   Against
                   DR. JOHN L. HENNESSY                                   Management    Withheld   Against
                  RICHARD M. KOVACEVICH                                   Management    Withheld   Against
                   RODERICK C. MCGEARY                                    Management    Withheld   Against
                     JAMES C. MORGAN                                      Management    Withheld   Against
                    JOHN P. MORGRIDGE                                     Management    Withheld   Against
                      STEVEN M. WEST                                      Management    Withheld   Against
                        JERRY YANG                                        Management    Withheld   Against
   02      TO APPROVE THE ADOPTION OF THE 2005 STOCK INCENTIVE            Management    Against    Against
           PLAN.
   03      TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS            Management      For      For
           LLP AS CISCO S INDEPENDENT REGISTERED PUBLIC
           ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JULY
           29, 2006.
   04      PROPOSAL SUBMITTED BY A SHAREHOLDER URGING THE                 Shareholder     For      Against
           BOARD OF DIRECTORS TO ADOPT A POLICY THAT A SIGNIFICANT
           PORTION OF FUTURE EQUITY COMPENSATION GRANTS
           TO SENIOR EXECUTIVES SHALL BE SHARES OF STOCK
           THAT REQUIRE THE ACHIEVEMENT OF PERFORMANCE GOALS
           AS A PREREQUISITE TO VESTING, AS MORE FULLY SET
           FORTH IN THE ACCOMPANYING PROXY STATEMENT.
   05      PROPOSAL SUBMITTED BY SHAREHOLDERS REQUESTING                  Shareholder     For      Against
           THAT THE BOARD S COMPENSATION COMMITTEE INITIATE
           A REVIEW OF CISCO S EXECUTIVE COMPENSATION POLICIES
           AND TO MAKE AVAILABLE, UPON REQUEST, A REPORT
           OF THAT REVIEW BY JANUARY 1, 2006, AS MORE FULLY
           SET FORTH IN THE ACCOMPANYING PROXY STATEMENT.
   06      PROPOSAL SUBMITTED BY SHAREHOLDERS REQUESTING                  Shareholder     For      Against
           THE BOARD TO PREPARE A REPORT TO SHAREHOLDERS
           DESCRIBING THE PROGRESS TOWARD DEVELOPMENT AND
           IMPLEMENTATION OF A COMPANY HUMAN RIGHTS POLICY
           AND THE PLAN FOR IMPLEMENTATION WITH PARTNERS
           AND RESELLERS BY MAY 31, 2006, AS MORE FULLY
           SET FORTH IN THE ACCOMPANYING PROXY STATEMENT.





                                                                            
CMS ENERGY CORPORATION                                                    CMS     ANNUAL MEETING DATE: 05/19/2006
Issuer: 125896100                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management    Withheld
                    MERRIBEL S. AYRES                                     Management    Withheld   Against
                     JON E. BARFIELD                                      Management    Withheld   Against
                    RICHARD M. GABRYS                                     Management    Withheld   Against
                      DAVID W. JOOS                                       Management    Withheld   Against
                  PHILIP R. LOCHNER, JR.                                  Management    Withheld   Against
                    MICHAEL T. MONAHAN                                    Management    Withheld   Against
                 JOSEPH F. PAQUETTE, JR.                                  Management    Withheld   Against
                     PERCY A. PIERRE                                      Management    Withheld   Against
                      KENNETH L. WAY                                      Management    Withheld   Against
                     KENNETH WHIPPLE                                      Management    Withheld   Against
                     JOHN B. YASINSKY                                     Management    Withheld   Against
   02      RATIFICATION OF INDEPENDENT REGISTERED PUBLIC                  Management      For      For
           ACCOUNTING FIRM.



                                                                            
COLGATE-PALMOLIVE COMPANY                                                 CL      ANNUAL MEETING DATE: 05/04/2006
Issuer: 194162103                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management    Withheld
                       J.T. CAHILL                                        Management    Withheld   Against
                       J.K. CONWAY                                        Management    Withheld   Against
                       E.M. HANCOCK                                       Management    Withheld   Against
                       D.W. JOHNSON                                       Management    Withheld   Against
                        R.J. KOGAN                                        Management    Withheld   Against
                        D.E. LEWIS                                        Management    Withheld   Against
                         R. MARK                                          Management    Withheld   Against
                      J.P. REINHARD                                       Management    Withheld   Against
                     H.B. WENTZ, JR.                                      Management    Withheld   Against





                                                                                       
   02      RATIFY SELECTION OF PRICEWATERHOUSECOOPERS LLP                 Management    Against    Against
           AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
   03      APPROVAL OF THE COMPANY S 2007 STOCK PLAN FOR                  Management    Against    Against
           NON-EMPLOYEE DIRECTORS
   04      STOCKHOLDER PROPOSAL ON INDEPENDENT CHAIRMAN                   Shareholder     For      Against

   05      STOCKHOLDER PROPOSAL ON EXECUTIVE COMPENSATION                 Shareholder     For      Against



                                                                            
COMPUWARE CORPORATION                                                     CPWR    ANNUAL MEETING DATE: 08/23/2005
Issuer: 205638109                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management
                     DENNIS W. ARCHER                                     Management    Withheld   Against
                    GURMINDER S. BEDI                                     Management    Withheld   Against
                     WILLIAM O. GRABE                                     Management    Withheld   Against
                    WILLIAM R. HALLING                                    Management      For      For
                   PETER KARMANOS, JR.                                    Management      For      For
                  FAYE ALEXANDER NELSON                                   Management      For      For
                     GLENDA D. PRICE                                      Management      For      For
                     W. JAMES PROWSE                                      Management    Withheld   Against
                     G. SCOTT ROMNEY                                      Management    Withheld   Against
                  LOWELL P. WEICKER, JR.                                  Management    Withheld   Against
   02      THE RATIFICATION OF THE APPOINTMENT OF DELOITTE                Management    Against    Against
           & TOUCHE, LLP AS THE INDEPENDENT REGISTERED PUBLIC
           ACCOUNTING FIRM.



                                                                            
CONOCOPHILLIPS                                                            COP     ANNUAL MEETING DATE: 05/10/2006
Issuer: 20825C104                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management      For
                   RICHARD L. ARMITAGE                                    Management      For      For
                  RICHARD H. AUCHINLECK                                   Management      For      For





                                                                                       
                     HARALD J. NORVIK                                     Management      For      For
                    WILLIAM K. REILLY                                     Management      For      For
                  VICTORIA J. TSCHINKEL                                   Management      For      For
                    KATHRYN C. TURNER                                     Management      For      For
   02      RATIFICATION OF APPOINTMENT OF ERNST & YOUNG                   Management      For      For
           LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
           FIRM FOR 2006
   03      DRILLING IN SENSITIVE AREAS                                    Shareholder     For      Against
   04      DIRECTOR ELECTION VOTE STANDARD                                Shareholder     For      Against
   05      SHAREHOLDER APPROVAL OF FUTURE EXTRAORDINARY                   Shareholder     For      Against
           RETIREMENT BENEFITS FOR SENIOR EXECUTIVES
   06      ENVIRONMENTAL ACCOUNTABILITY TO COMMUNITIES                    Shareholder     For      Against
   07      EQUITABLE COMPENSATION OF NON-EMPLOYEE DIRECTORS               Shareholder   Against    For



                                                                            
CORNING INCORPORATED                                                      GLW     ANNUAL MEETING DATE: 04/27/2006
Issuer: 219350105                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management
                      JAMES B. FLAWS                                      Management    Withheld   Against
                    JAMES R. HOUGHTON                                     Management    Withheld   Against
                    JAMES J. O'CONNOR                                     Management      For      For
                    DEBORAH D. RIEMAN                                     Management    Withheld   Against
                    PETER F. VOLANAKIS                                    Management    Withheld   Against
                    PADMASREE WARRIOR                                     Management    Withheld   Against
   02      APPROVAL OF THE AMENDMENT OF THE 2002 WORLDWIDE                Management      For      For
           EMPLOYEE SHARE PURCHASE PLAN.
   03      APPROVAL OF THE ADOPTION OF THE 2006 VARIABLE                  Management    Against    Against
           COMPENSATION PLAN.
   04      APPROVAL OF THE AMENDMENT OF THE 2003 EQUITY                   Management    Against    Against
           PLAN FOR NON-EMPLOYEE DIRECTORS.
   05      PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS   Management      For      For
           LLP AS CORNING S INDEPENDENT AUDITORS FOR THE
           FISCAL YEAR ENDING DECEMBER 31, 2006.
   06      SHAREHOLDER PROPOSAL RELATING TO THE ELECTION                  Shareholder     For      Against
           OF EACH DIRECTOR ANNUALLY.





                                                                            
CUMMINS INC.                                                              CMI     ANNUAL MEETING DATE: 05/09/2006
Issuer: 231021106                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management
                    ROBERT J. DARNALL                                     Management      For      For
                      JOHN M. DEUTCH                                      Management    Withheld   Against
                     ALEXIS M. HERMAN                                     Management      For      For
                    F. JOSEPH LOUGHREY                                    Management    Withheld   Against
                    WILLIAM I. MILLER                                     Management    Withheld   Against
                    GEORGIA R. NELSON                                     Management      For      For
                    THEODORE M. SOLSO                                     Management    Withheld   Against
                        CARL WARE                                         Management      For      For
                    J. LAWRENCE WILSON                                    Management      For      For
   02      PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS   Management      For      For
           LLP AS AUDITORS FOR THE YEAR 2006.



                                                                            
CVS CORPORATION                                                           CVS     ANNUAL MEETING DATE: 05/11/2006
Issuer: 126650100                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management
                     W. DON CORNWELL                                      Management      For      For
                     DAVID W. DORMAN                                      Management      For      For
                    THOMAS P. GERRITY                                     Management    Withheld   Against
                     MARIAN L. HEARD                                      Management      For      For
                     WILLIAM H. JOYCE                                     Management      For      For
                     TERRENCE MURRAY                                      Management      For      For
                    SHELI Z. ROSENBERG                                    Management    Withheld   Against
                      THOMAS M. RYAN                                      Management      For      For
                   ALFRED J. VERRECCHIA                                   Management    Withheld   Against





                                                                                       
   02      PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP                 Management    Against    Against
           AS CVS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
           FIRM FOR THE FISCAL YEAR ENDING DECEMBER 30, 2006.
   03      STOCKHOLDER PROPOSAL REGARDING ELECTION OF DIRECTORS.          Shareholder     For      Against
   04      STOCKHOLDER PROPOSAL REGARDING RETIREMENT BENEFITS             Shareholder     For      Against
           OF CERTAIN SENIOR EXECUTIVES.
   05      STOCKHOLDER PROPOSAL REGARDING INDEPENDENCE OF                 Shareholder     For      Against
           THE CHAIRMAN OF THE BOARD.
   06      STOCKHOLDER PROPOSAL REGARDING THE FORMULATION                 Shareholder     For      Against
           OF COSMETICS SOLD AT CVS.



                                                                            
DEERE & COMPANY                                                           DE      ANNUAL MEETING DATE: 02/22/2006
Issuer: 244199105                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management      For
                    CRANDALL C. BOWLES                                    Management      For      For
                     VANCE D. COFFMAN                                     Management      For      For
                     ARTHUR L. KELLY                                      Management      For      For
                    THOMAS H. PATRICK                                     Management      For      For
   02      APPROVAL OF THE AMENDMENT OF THE JOHN DEERE OMNIBUS            Management    Against    Against
           EQUITY AND INCENTIVE PLAN.
   03      RATIFICATION OF THE APPOINTMENT OF DELOITTE &                  Management      For      For
           TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC
           ACCOUNTING FIRM FOR FISCAL 2006.



                                                                            
DELL INC.                                                                 DELL    ANNUAL MEETING DATE: 07/15/2005
Issuer: 24702R101                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management      For
                     DONALD J. CARTY                                      Management      For      For
                     MICHAEL S. DELL                                      Management      For      For
                   WILLIAM H. GRAY, III                                   Management      For      For
                      JUDY C. LEWENT                                      Management      For      For





                                                                                       
                   THOMAS W. LUCE, III                                    Management      For      For
                      KLAUS S. LUFT                                       Management      For      For
                      ALEX J. MANDL                                       Management      For      For
                     MICHAEL A. MILES                                     Management      For      For
                   SAMUEL A. NUNN, JR.                                    Management      For      For
                     KEVIN B. ROLLINS                                     Management      For      For
   02      RATIFICATION OF INDEPENDENT AUDITOR                            Management    Against    Against
  SH1      MAJORITY VOTING FOR DIRECTORS                                  Shareholder     For      Against
  SH2      EXPENSING STOCK OPTIONS                                        Shareholder     For      Against



                                                                            
EXPRESS SCRIPTS, INC.                                                     ESRX    ANNUAL MEETING DATE: 05/24/2006
Issuer: 302182100                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management      For
                     GARY G. BENANAV                                      Management      For      For
                     FRANK J. BORELLI                                     Management      For      For
                      MAURA C. BREEN                                      Management      For      For
                  NICHOLAS J. LAHOWCHIC                                   Management      For      For
                   THOMAS P. MAC MAHON                                    Management      For      For
                   JOHN O. PARKER, JR.                                    Management      For      For
                        GEORGE PAZ                                        Management      For      For
                    SAMUEL K. SKINNER                                     Management      For      For
                    SEYMOUR STERNBERG                                     Management      For      For
                     BARRETT A. TOAN                                      Management      For      For
                    HOWARD L. WALTMAN                                     Management      For      For
   02      APPROVAL AND RATIFICATION OF AN AMENDMENT TO                   Management    Against    Against
           THE COMPANY S AMENDED AND RESTATED CERTIFICATE
           OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
           SHARES OF THE COMPANY S COMMON STOCK FROM 275,000,000
           SHARES TO 650,000,000 SHARES.
   03      APPROVAL AND RATIFICATION OF THE EXPRESS SCRIPTS,              Management    Against    Against
           INC. 2000 LONG TERM INCENTIVE PLAN, AS AMENDED.
   04      RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS      Management      For      For
           LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
           ACCOUNTANTS FOR 2006.





                                                                            
EXXON MOBIL CORPORATION                                                   XOM     ANNUAL MEETING DATE: 05/31/2006
Issuer: 30231G102                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management    Withheld
                       M.J. BOSKIN                                        Management    Withheld   Against
                       W.W. GEORGE                                        Management    Withheld   Against
                      J.R. HOUGHTON                                       Management    Withheld   Against
                       W.R. HOWELL                                        Management    Withheld   Against
                        R.C. KING                                         Management    Withheld   Against
                     P.E. LIPPINCOTT                                      Management    Withheld   Against
                   H.A. MCKINNELL, JR.                                    Management    Withheld   Against
                       M.C. NELSON                                        Management    Withheld   Against
                      S.J. PALMISANO                                      Management    Withheld   Against
                       W.V. SHIPLEY                                       Management    Withheld   Against
                        J.S. SIMON                                        Management    Withheld   Against
                      R.W. TILLERSON                                      Management    Withheld   Against
   02      RATIFICATION OF INDEPENDENT AUDITORS (PAGE 32)                 Management    Against    Against
   03      CUMULATIVE VOTING (PAGE 34)                                    Shareholder     For      Against
   04      MAJORITY VOTE (PAGE 35)                                        Shareholder     For      Against
   05      INDUSTRY EXPERIENCE (PAGE 37)                                  Shareholder     For      Against
   06      DIRECTOR QUALIFICATIONS (PAGE 38)                              Shareholder   Against    For
   07      DIRECTOR COMPENSATION (PAGE 40)                                Shareholder     For      Against
   08      BOARD CHAIRMAN AND CEO (PAGE 41)                               Shareholder     For      Against
   09      EXECUTIVE COMPENSATION REPORT (PAGE 43)                        Shareholder     For      Against
   10      EXECUTIVE COMPENSATION CRITERIA (PAGE 45)                      Shareholder     For      Against
   11      POLITICAL CONTRIBUTIONS REPORT (PAGE 47)                       Shareholder     For      Against
   12      CORPORATE SPONSORSHIPS REPORT (PAGE 49)                        Shareholder     For      Against
   13      AMENDMENT OF EEO POLICY (PAGE 50)                              Shareholder     For      Against
   14      BIODIVERSITY IMPACT REPORT (PAGE 52)                           Shareholder     For      Against
   15      COMMUNITY ENVIRONMENTAL IMPACT (PAGE 53)                       Shareholder     For      Against





                                                                            
FEDERATED DEPARTMENT STORES, INC.                                         FD      ANNUAL MEETING DATE: 07/13/2005
Issuer: 31410H101                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      TO AUTHORIZE THE ISSUANCE OF FEDERATED COMMON                  Management      For      For
           STOCK PURSUANT TO THE TERMS OF THE AGREEMENT
           AND PLAN OF MERGER, DATED AS OF FEBRUARY 27,
           2005, BY AND AMONG THE MAY DEPARTMENT STORES
           COMPANY, FEDERATED AND MILAN ACQUISITION LLC.,
           PURSUANT TO WHICH MAY WILL MERGE WITH MILAN ACQUISITION
           LLC. ON THE TERMS AND SUBJECT TO THE CONDITIONS
           CONTAINED IN THE MERGER AGREEMENT.
   02      DIRECTOR                                                       Management      For
                      MEYER FELDBERG                                      Management      For      For
                    TERRY J. LUNDGREN                                     Management      For      For
                   MARNA C. WHITTINGTON                                   Management      For      For
   03      TO ADOPT AN AMENDMENT TO FEDERATED S CERTIFICATE               Management      For      For
           OF INCORPORATION TO PROVIDE FOR THE ANNUAL ELECTION
           OF DIRECTORS.
   04      TO RATIFY THE APPOINTMENT OF KPMG LLP AS FEDERATED             Management      For      For
           S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
           FOR THE FISCAL YEAR ENDING JANUARY 28, 2006.
   05      TO APPROVE ADJOURNMENTS OR POSTPONEMENTS OF THE                Management      For      For
           FEDERATED ANNUAL MEETING, IF NECESSARY, TO PERMIT
           FURTHER SOLICITATION OF PROXIES IF THERE ARE
           NOT SUFFICIENT VOTES AT THE TIME OF THE FEDERATED
           ANNUAL MEETING TO APPROVE THE ABOVE PROPOSALS.



                                                                            
FEDERATED DEPARTMENT STORES, INC.                                         FD      ANNUAL MEETING DATE: 05/19/2006
Issuer: 31410H101                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management      For





                                                                                       
                      JOYCE M. ROCHE                                      Management      For      For
                    WILLIAM P. STIRITZ                                    Management      For      For
                    CRAIG E. WEATHERUP                                    Management      For      For
   02      TO RATIFY THE APPOINTMENT OF KPMG LLP AS FEDERATED             Management      For      For
           S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
           FOR THE FISCAL YEAR ENDING FEBRUARY 3, 2007.
   03      TO ADOPT AN AMENDMENT TO FEDERATED S CERTIFICATE               Management    Against    Against
           OF INCORPORATION.
   04      TO AMEND FEDERATED S 1995 EXECUTIVE EQUITY INCENTIVE           Management    Against    Against
           PLAN.
   05      TO AMEND FEDERATED S 1994 STOCK INCENTIVE PLAN.                Management    Against    Against
   06      TO ACT UPON A STOCKHOLDER PROPOSAL TO ADOPT A                  Shareholder   Against    For
           POLICY THAT WOULD LIMIT THE NUMBER OF BOARDS
           ON WHICH FEDERATED S DIRECTORS MAY CONCURRENTLY
           SERVE.



                                                                            
FISHER SCIENTIFIC INTERNATIONAL INC.                                      FSH     ANNUAL MEETING DATE: 05/05/2006
Issuer: 338032204                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management      For
                     PAUL M. MONTRONE                                     Management      For      For
                      SIMON B. RICH                                       Management      For      For
                    SCOTT M. SPERLING                                     Management      For      For
   02      APPROVAL AND ADOPTION OF THE FISHER SCIENTIFIC                 Management      For      For
           EMPLOYEE STOCK PURCHASE PLAN.
   03      RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP,               Management    Against    Against
           THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
           FIRM OF THE COMPANY, FOR THE CURRENT FISCAL YEAR.



                                                                            
FORD MOTOR COMPANY                                                        F       ANNUAL MEETING DATE: 05/11/2006
Issuer: 345370860                       ISIN:
SEDOL:






Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management    Withheld
                      JOHN R.H. BOND                                      Management    Withheld   Against
                    STEPHEN G. BUTLER                                     Management    Withheld   Against
                   KIMBERLY A. CASIANO                                    Management    Withheld   Against
                     EDSEL B. FORD II                                     Management    Withheld   Against
                  WILLIAM CLAY FORD, JR.                                  Management    Withheld   Against
                 IRVINE O. HOCKADAY, JR.                                  Management    Withheld   Against
                   RICHARD A. MANOOGIAN                                   Management    Withheld   Against
                     ELLEN R. MARRAM                                      Management    Withheld   Against
                      HOMER A. NEAL                                       Management    Withheld   Against
                       JORMA OLLILA                                       Management    Withheld   Against
                     ROBERT E. RUBIN                                      Management    Withheld   Against
                     JOHN L. THORNTON                                     Management    Withheld   Against
   02      RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED            Management    Against    Against
           PUBLIC ACCOUNTING FIRM.
   03      RELATING TO DISCLOSURE OF OFFICERS  COMPENSATION.              Shareholder     For      Against
   04      RELATING TO THE COMPANY REPORTING ON CAFE LOBBYING             Shareholder     For      Against
           EFFORTS.
   05      RELATING TO ADOPTION OF CUMULATIVE VOTING FOR                  Shareholder     For      Against
           THE ELECTION OF DIRECTORS.
   06      RELATING TO TYING EXECUTIVE COMPENSATION TO A                  Shareholder     For      Against
           REDUCTION OF LIFETIME PRODUCT GREENHOUSE GAS EMISSIONS.
   07      RELATING TO CONSIDERATION OF A RECAPITALIZATION                Shareholder     For      Against
           PLAN TO PROVIDE THAT ALL COMPANY STOCK HAVE ONE
           VOTE PER SHARE.
   08      RELATING TO PUBLISHING A REPORT ON GLOBAL WARMING/COOLING.     Shareholder   Against    For
   09      RELATING TO THE COMPANY REMOVING REFERENCES TO                 Shareholder   Against    For
           SEXUAL ORIENTATION FROM ITS EQUAL EMPLOYMENT POLICIES.
   10      RELATING TO THE COMPANY REQUIRING THAT THE CHAIRMAN            Shareholder     For      Against
           OF THE BOARD HAVE NO MANAGEMENT DUTIES, TITLES
           OR RESPONSIBILITIES.



                                                                            
FRONTIER OIL CORPORATION                                                  FTO     ANNUAL MEETING DATE: 04/26/2006
Issuer: 35914P105                       ISIN:
SEDOL:






Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management
                      JAMES R. GIBBS                                      Management      For      For
                     DOUGLAS Y. BECH                                      Management      For      For
                      G. CLYDE BUCK                                       Management      For      For
                    T. MICHAEL DOSSEY                                     Management      For      For
                       JAMES H. LEE                                       Management      For      For
                    PAUL B. LOYD, JR.                                     Management    Withheld   Against
                     MICHAEL E. ROSE                                      Management      For      For
   02      TO RATIFY THE FRONTIER OIL CORPORATION OMNIBUS                 Management    Against    Against
           INCENTIVE COMPENSATION PLAN.
   03      TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE                 Management    Against    Against
           LLP, INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS,
           AS THE COMPANY S AUDITORS FOR THE YEAR ENDING
           DECEMBER 31, 2006.



                                                                           
FRONTIER OIL CORPORATION                                                  FTO    SPECIAL MEETING DATE: 06/09/2006
Issuer: 35914P105                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY                Management      For      For
           S RESTATED ARTICLES OF INCORPORATION, AS AMENDED,
           INCREASING THE NUMBER OF AUTHORIZED SHARES OF
           THE COMPANY S COMMON STOCK FROM 90,000,000 TO
           180,000,000.



                                                                            
GENERAL ELECTRIC COMPANY                                                  GE      ANNUAL MEETING DATE: 04/26/2006
Issuer: 369604103                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   A       DIRECTOR                                                       Management    Withheld
                    JAMES I. CASH, JR.                                    Management    Withheld   Against





                                                                                       
                  SIR WILLIAM M. CASTELL                                  Management    Withheld   Against
                       ANN M. FUDGE                                       Management    Withheld   Against
                   CLAUDIO X. GONZALEZ                                    Management    Withheld   Against
                    JEFFREY R. IMMELT                                     Management    Withheld   Against
                       ANDREA JUNG                                        Management    Withheld   Against
                      ALAN G. LAFLEY                                      Management    Withheld   Against
                      ROBERT W. LANE                                      Management    Withheld   Against
                     RALPH S. LARSEN                                      Management    Withheld   Against
                   ROCHELLE B. LAZARUS                                    Management    Withheld   Against
                         SAM NUNN                                         Management    Withheld   Against
                     ROGER S. PENSKE                                      Management    Withheld   Against
                   ROBERT J. SWIERINGA                                    Management    Withheld   Against
                  DOUGLAS A. WARNER III                                   Management    Withheld   Against
                     ROBERT C. WRIGHT                                     Management    Withheld   Against
   B       RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR               Management      For      For
   01      CUMULATIVE VOTING                                              Shareholder     For      Against
   02      CURB OVER-EXTENDED DIRECTORS                                   Shareholder   Against    For
   03      ONE DIRECTOR FROM THE RANKS OF RETIREES                        Shareholder     For      Against
   04      INDEPENDENT BOARD CHAIRMAN                                     Shareholder     For      Against
   05      DIRECTOR ELECTION MAJORITY VOTE STANDARD                       Shareholder     For      Against
   06      REPORT ON GLOBAL WARMING SCIENCE                               Shareholder     For      Against



                                                                            
GENERAL MILLS, INC.                                                       GIS     ANNUAL MEETING DATE: 09/26/2005
Issuer: 370334104                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management
                        PAUL DANOS                                        Management      For      For
                     WILLIAM T. ESREY                                     Management      For      For
                   RAYMOND V. GILMARTIN                                   Management      For      For
                   JUDITH RICHARDS HOPE                                   Management      For      For
                     HEIDI G. MILLER                                      Management      For      For
                  H. OCHOA-BRILLEMBOURG                                   Management      For      For
                       STEVE ODLAND                                       Management      For      For
                     MICHAEL D. ROSE                                      Management    Withheld   Against
                      ROBERT L. RYAN                                      Management      For      For
                    STEPHEN W. SANGER                                     Management      For      For
                    A. MICHAEL SPENCE                                     Management      For      For





                                                                                       
                    DOROTHY A. TERRELL                                    Management      For      For
   02      RATIFY THE APPOINTMENT OF KPMG LLP AS GENERAL                  Management    Against    Against
           MILLS  INDEPENDENT REGISTERED PUBLIC ACCOUNTING
           FIRM.
   03      ADOPT THE 2005 STOCK COMPENSATION PLAN.                        Management    Against    Against
   04      STOCKHOLDER PROPOSAL REGARDING SALE OF GENERAL                 Shareholder   Against    For
           MILLS.



                                                                            
HARRAH'S ENTERTAINMENT, INC.                                              HET     ANNUAL MEETING DATE: 04/25/2006
Issuer: 413619107                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management
                    CHARLES L. ATWOOD                                     Management    Withheld   Against
                      R. BRAD MARTIN                                      Management    Withheld   Against
                     GARY G. MICHAEL                                      Management      For      For
   02      APPROVAL OF THE COMPANY S AMENDED AND RESTATED                 Management    Against    Against
           2004 EQUITY INCENTIVE AWARD PLAN.
   03      RATIFICATION OF THE APPOINTMENT OF DELOITTE &                  Management      For      For
           TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC
           ACCOUNTING FIRM FOR THE COMPANY FOR 2006 CALENDAR
           YEAR.



                                                                            
HARSCO CORPORATION                                                        HSC     ANNUAL MEETING DATE: 04/25/2006
Issuer: 415864107                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management      For
                      G.D.H. BUTLER                                       Management      For      For
                        K.G. EDDY                                         Management      For      For
                      S.D. FAZZOLARI                                      Management      For      For
                      D.C. HATHAWAY                                       Management      For      For
                     J.J. JASINOWSKI                                      Management      For      For





                                                                                       
                       D.H. PIERCE                                        Management      For      For
                       C.F. SCANLAN                                       Management      For      For
                      J.I. SCHEINER                                       Management      For      For
                    A.J. SORDONI, III                                     Management      For      For
                       J.P. VIVIANO                                       Management      For      For
                       R.C. WILBURN                                       Management      For      For
   02      RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS      Management    Against    Against
           LLP AS INDEPENDENT AUDITORS.



                                                                            
HCA INC.                                                                  HCA     ANNUAL MEETING DATE: 05/25/2006
Issuer: 404119109                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management      For
                   C. MICHAEL ARMSTRONG                                   Management      For      For
                   M.H. AVERHOFF, M.D.                                    Management      For      For
                  JACK O. BOVENDER, JR.                                   Management      For      For
                    RICHARD M. BRACKEN                                    Management      For      For
                     MARTIN FELDSTEIN                                     Management      For      For
                  T.F. FRIST, JR., M.D.                                   Management      For      For
                    FREDERICK W. GLUCK                                    Management      For      For
                    GLENDA A. HATCHETT                                    Management      For      For
                    C.O. HOLLIDAY, JR.                                    Management      For      For
                     T. MICHAEL LONG                                      Management      For      For
                     JOHN H. MCARTHUR                                     Management      For      For
                      KENT C. NELSON                                      Management      For      For
                   FRANK S. ROYAL, M.D.                                   Management      For      For
                    HAROLD T. SHAPIRO                                     Management      For      For
   02      RATIFICATION OF ERNST & YOUNG LLP AS HCA S INDEPENDENT         Management    Against    Against
           REGISTERED PUBLIC ACCOUNTING FIRM, AS DESCRIBED
           IN THE PROXY STATEMENT
   03      APPROVAL OF SHAREHOLDER PROPOSAL NO. 1, AS DESCRIBED           Shareholder     For      Against
           IN THE PROXY STATEMENT
   04      APPROVAL OF SHAREHOLDER PROPOSAL NO. 2, AS DESCRIBED           Shareholder     For      Against
           IN THE PROXY STATEMENT





                                                                            
ILLINOIS TOOL WORKS INC.                                                  ITW     ANNUAL MEETING DATE: 05/05/2006
Issuer: 452308109                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management
                   WILLIAM F. ALDINGER                                    Management    Withheld   Against
                     MICHAEL J. BIRCK                                     Management      For      For
                   MARVIN D. BRAILSFORD                                   Management      For      For
                       SUSAN CROWN                                        Management      For      For
                    DON H. DAVIS, JR.                                     Management      For      For
                   ROBERT C. MCCORMACK                                    Management      For      For
                    ROBERT S. MORRISON                                    Management      For      For
                     JAMES A. SKINNER                                     Management      For      For
                     HAROLD B. SMITH                                      Management      For      For
                      DAVID B. SPEER                                      Management      For      For
   02      APPROVAL OF THE AMENDMENT OF OUR RESTATED CERTIFICATE          Management      For      For
           OF INCORPORATION.
   03      APPROVAL OF THE ILLINOIS TOOL WORKS INC. 2006                  Management    Against    Against
           STOCK INCENTIVE PLAN.
   04      RATIFICATION OF THE APPOINTMENT OF DELOITTE &                  Management    Against    Against
           TOUCHE LLP.
   05      TO VOTE ON A STOCKHOLDER PROPOSAL REGUIRING IMPLEMENTATION     Shareholder     For      Against
           OF CERTAIN BUSINESS PRINCIPLES FOR WORKERS IN
           CHINA.
   06      TO VOTE ON A STOCKHOLDER PROPOSAL REQUIRING A                  Shareholder     For      Against
           MAJORITY VOTE FOR ELECTION OF DIRECTORS



                                                                            
INTEL CORPORATION                                                         INTC    ANNUAL MEETING DATE: 05/17/2006
Issuer: 458140100                       ISIN:
SEDOL:


VOTE GROUP: UNASSIGNED



Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   1A      ELECTION OF DIRECTOR: CRAIG R. BARRETT                         Management      For      For
   1B      ELECTION OF DIRECTOR: CHARLENE BARSHEFSKY                      Management      For      For
   1C      ELECTION OF DIRECTOR: E. JOHN P. BROWNE                        Management      For      For





                                                                                       
   1D      ELECTION OF DIRECTOR: D. JAMES GUZY                            Management    Against    Against
   1E      ELECTION OF DIRECTOR: REED E. HUNDT                            Management      For      For
   1F      ELECTION OF DIRECTOR: PAUL S. OTELLINI                         Management      For      For
   1G      ELECTION OF DIRECTOR: JAMES D. PLUMMER                         Management      For      For
   1H      ELECTION OF DIRECTOR: DAVID S. POTTRUCK                        Management      For      For
   1I      ELECTION OF DIRECTOR: JANE E. SHAW                             Management      For      For
   1J      ELECTION OF DIRECTOR: JOHN L. THORNTON                         Management    Against    Against
   1K      ELECTION OF DIRECTOR: DAVID B. YOFFIE                          Management      For      For
   02      AMENDMENT OF THE SECOND RESTATED CERTIFICATE                   Management      For      For
           OF INCORPORATION (CERTIFICATE OF INCORPORATION)
           TO REPEAL ARTICLE 10 (THE  FAIR PRICE PROVISION)
   03      AMENDMENT OF THE CERTIFICATE OF INCORPORATION                  Management      For      For
           TO REPEAL ARTICLE 7 AND ARTICLE 12 (THE  SUPERMAJORITY
           VOTE PROVISIONS)
   04      RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG               Management    Against    Against
           LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
           FIRM FOR THE CURRENT YEAR
   05      APPROVAL OF THE 2006 EQUITY INCENTIVE PLAN                     Management    Against    Against
   06      APPROVAL OF THE 2006 STOCK PURCHASE PLAN                       Management      For      For



                                                                            
INTERNATIONAL BUSINESS MACHINES CORP                                      IBM     ANNUAL MEETING DATE: 04/25/2006
Issuer: 459200101                       ISIN:
SEDOL:


VOTE GROUP: UNASSIGNED



Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management
                         C. BLACK                                         Management      For      For
                      K.I. CHENAULT                                       Management      For      For





                                                                                       
                        J. DORMANN                                        Management    Withheld   Against
                        M.L. ESKEW                                        Management    Withheld   Against
                       S.A. JACKSON                                       Management    Withheld   Against
                       M. MAKIHARA                                        Management      For      For
                        L.A. NOTO                                         Management      For      For
                        J.W. OWENS                                        Management      For      For
                      S.J. PALMISANO                                      Management      For      For
                        J.E. SPERO                                        Management      For      For
                        S. TAUREL                                         Management      For      For
                        C.M. VEST                                         Management      For      For
                      L.H. ZAMBRANO                                       Management    Withheld   Against
   02      RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED          Management    Against    Against
           PUBLIC ACCOUNTING FIRM. (PAGE 26)
   03      STOCKHOLDER PROPOSAL ON: CUMULATIVE VOTING (PAGE               Shareholder     For      Against
           27)
   04      STOCKHOLDER PROPOSAL ON: PENSION AND RETIREMENT                Shareholder     For      Against
           MEDICAL (PAGE 27)
   05      STOCKHOLDER PROPOSAL ON: EXECUTIVE COMPENSATION                Shareholder     For      Against
           (PAGE 29)
   06      STOCKHOLDER PROPOSAL ON: DISCLOSURE OF EXECUTIVE               Shareholder     For      Against
           COMPENSATION (PAGE 29)
   07      STOCKHOLDER PROPOSAL ON: OFFSHORING (PAGE 30)                  Shareholder     For      Against
   08      STOCKHOLDER PROPOSAL ON: CHINA BUSINESS PRINCIPLES             Shareholder     For      Against
           (PAGE 32)
   09      STOCKHOLDER PROPOSAL ON: POLITICAL CONTRIBUTIONS               Shareholder     For      Against
           (PAGE 33)
   10      STOCKHOLDER PROPOSAL ON: MAJORITY VOTING FOR                   Shareholder     For      Against
           DIRECTORS (PAGE 34)
   11      STOCKHOLDER PROPOSAL ON: SIMPLE MAJORITY VOTE                  Shareholder     For      Against
           (PAGE 35)



                                                                            
INTERNATIONAL PAPER COMPANY                                               IP      ANNUAL MEETING DATE: 05/08/2006
Issuer: 460146103                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management    Withheld
                  JOHN L. TOWNSEND, III*                                  Management    Withheld   Against
                     JOHN F. TURNER**                                     Management    Withheld   Against
                    ALBERTO WEISSER**                                     Management    Withheld   Against
                    JOHN V. FARACI***                                     Management    Withheld   Against





                                                                                       
                   DONALD F. MCHENRY***                                   Management    Withheld   Against
                   WILLIAM G. WALTER***                                   Management    Withheld   Against
   02      RATIFICATION OF DELOITTE & TOUCHE LLP AS THE                   Management    Against    Against
           COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
           FIRM FOR 2006.
   03      PROPOSAL RELATING TO MAJORITY VOTING FOR DIRECTORS.            Shareholder     For      Against
   04      PROPOSAL RELATING TO SUSTAINABLE FORESTRY.                     Shareholder     For      Against
   05      PROPOSAL RELATING TO ANNUAL ELECTION OF DIRECTORS.             Shareholder     For      Against



                                                                            
J. C. PENNEY COMPANY, INC.                                                JCP     ANNUAL MEETING DATE: 05/19/2006
Issuer: 708160106                       ISIN:
SEDOL:


VOTE GROUP: UNASSIGNED



Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management
                     V.E. JORDAN, JR.                                     Management    Withheld   Against
                        B. OSBORNE                                        Management      For      For
                     M.B. STONE WEST                                      Management      For      For
                       R.G. TURNER                                        Management      For      For
   02      TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT           Management      For      For
           AUDITOR FOR THE FISCAL YEAR ENDING FEBRUARY 3,
           2007.
   03      TO CONSIDER A MANAGEMENT PROPOSAL TO AMEND THE                 Management      For      For
           COMPANY S RESTATED CERTIFICATE OF INCORPORATION
           AND BYLAWS TO DECLASSIFY THE BOARD OF DIRECTORS.
   04      TO CONSIDER A STOCKHOLDER PROPOSAL RELATING TO                 Shareholder     For      Against
           EXECUTIVE COMPENSATION.



                                                                            
JOHNSON & JOHNSON                                                         JNJ     ANNUAL MEETING DATE: 04/27/2006
Issuer: 478160104                       ISIN:
SEDOL:


VOTE GROUP: UNASSIGNED





Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management      For
                     MARY S. COLEMAN                                      Management      For      For
                     JAMES G. CULLEN                                      Management      For      For
                    ROBERT J. DARRETTA                                    Management      For      For
                   MICHAEL M. E. JOHNS                                    Management      For      For
                      ANN D. JORDAN                                       Management      For      For
                     ARNOLD G. LANGBO                                     Management      For      For
                    SUSAN L. LINDQUIST                                    Management      For      For
                      LEO F. MULLIN                                       Management      For      For
                    CHRISTINE A. POON                                     Management      For      For
                      CHARLES PRINCE                                      Management      For      For
                    STEVEN S REINEMUND                                    Management      For      For
                      DAVID SATCHER                                       Management      For      For
                    WILLIAM C. WELDON                                     Management      For      For
   02      APPROVAL OF AMENDMENTS TO THE RESTATED CERTIFICATE             Management      For      For
           OF INCORPORATION
   03      RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS          Management    Against    Against
           AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
   04      PROPOSAL ON CHARITABLE CONTRIBUTIONS                           Shareholder   Against    For
   05      PROPOSAL ON MAJORITY VOTING REQUIREMENTS FOR                   Shareholder     For      Against
           DIRECTOR NOMINEES



                                                                            
JPMORGAN CHASE & CO.                                                      JPM     ANNUAL MEETING DATE: 05/16/2006
Issuer: 46625H100                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management
                      JOHN H. BIGGS                                       Management      For      For
                     STEPHEN B. BURKE                                     Management      For      For
                      JAMES S. CROWN                                      Management      For      For
                       JAMES DIMON                                        Management      For      For
                     ELLEN V. FUTTER                                      Management      For      For
                   WILLIAM H. GRAY, III                                   Management    Withheld   Against
                 WILLIAM B. HARRISON, JR                                  Management      For      For
                  LABAN P. JACKSON, JR.                                   Management      For      For





                                                                                       
                     JOHN W. KESSLER                                      Management      For      For
                      ROBERT I. LIPP                                      Management      For      For
                   RICHARD A. MANOOGIAN                                   Management      For      For
                      DAVID C. NOVAK                                      Management      For      For
                      LEE R. RAYMOND                                      Management      For      For
                    WILLIAM C. WELDON                                     Management      For      For
   02      APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC                   Management    Against    Against
           ACCOUNTING FIRM
   03      STOCK OPTIONS                                                  Shareholder   Against    For
   04      PERFORMANCE-BASED RESTRICTED STOCK                             Shareholder     For      Against
   05      SEPARATE CHAIRMAN                                              Shareholder     For      Against
   06      SEXUAL ORIENTATION                                             Shareholder   Against    For
   07      SPECIAL SHAREHOLDER MEETINGS                                   Shareholder     For      Against
   08      LOBBYING PRIORITIES REPORT                                     Shareholder     For      Against
   09      POLITICAL CONTRIBUTIONS REPORT                                 Shareholder     For      Against
   10      POISON PILL                                                    Shareholder     For      Against
   11      CUMULATIVE VOTING                                              Shareholder     For      Against
   12      BONUS RECOUPMENT                                               Shareholder     For      Against
   13      OVERCOMMITTED DIRECTORS                                        Shareholder   Against    For



                                                                            
KIMBERLY-CLARK CORPORATION                                                KMB     ANNUAL MEETING DATE: 04/27/2006
Issuer: 494368103                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management    Withheld
                   DENNIS R. BERESFORD                                    Management    Withheld   Against
                     ABELARDO E. BRU                                      Management    Withheld   Against
                      THOMAS J. FALK                                      Management    Withheld   Against
                      MAE C. JEMISON                                      Management    Withheld   Against





                                                                                       
   02      APPROVAL OF AUDITORS                                           Management    Against    Against
   03      STOCKHOLDER PROPOSAL REGARDING CLASSIFIED BOARD                Shareholder     For      Against
   04      STOCKHOLDER PROPOSAL REGARDING ADOPTION OF GLOBAL              Shareholder     For      Against
           HUMAN RIGHTS STANDARDS BASED ON INTERNATIONAL
           LABOR CONVENTIONS
   05      STOCKHOLDER PROPOSAL REGARDING MAJORITY VOTING                 Shareholder     For      Against
   06      STOCKHOLDER PROPOSAL REQUESTING A REPORT ON SUSTAINABLE        Shareholder     For      Against
           FORESTRY PRACTICES



                                                                            
LOCKHEED MARTIN CORPORATION                                               LMT     ANNUAL MEETING DATE: 04/27/2006
Issuer: 539830109                       ISIN:
SEDOL:


VOTE GROUP: UNASSIGNED



Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management    Withheld
                 E.C."PETE"ALDRIDGE, JR.                                  Management    Withheld   Against
                    NOLAN D. ARCHIBALD                                    Management    Withheld   Against
                    MARCUS C. BENNETT                                     Management    Withheld   Against
                   JAMES O. ELLIS, JR.                                    Management    Withheld   Against
                    GWENDOLYN S. KING                                     Management    Withheld   Against
                       JAMES M. LOY                                       Management    Withheld   Against
                 DOUGLAS H. MCCORKINDALE                                  Management    Withheld   Against
                     EUGENE F. MURPHY                                     Management    Withheld   Against
                    JOSEPH W. RALSTON                                     Management    Withheld   Against
                       FRANK SAVAGE                                       Management    Withheld   Against
                    JAMES M. SCHNEIDER                                    Management    Withheld   Against
                       ANNE STEVENS                                       Management    Withheld   Against
                    ROBERT J. STEVENS                                     Management    Withheld   Against
                    JAMES R. UKROPINA                                     Management    Withheld   Against
                    DOUGLAS C. YEARLEY                                    Management    Withheld   Against
   02      RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS            Management      For      For
   03      MANAGEMENT PROPOSAL-ADOPTION OF PERFORMANCE GOALS              Management    Against    Against
           WITHIN THE 2006 MANAGEMENT INCENTIVE COMPENSATION
           PLAN
   04      MANAGEMENT PROPOSAL-APPROVAL OF AMENDMENT AND                  Management      For      For
           RESTATEMENT OF THE CHARTER





                                                                                       
   05      STOCKHOLDER PROPOSAL BY EVELYN Y. DAVIS                        Shareholder     For      Against
   06      STOCKHOLDER PROPOSAL BY JOHN CHEVEDDEN                         Shareholder     For      Against
   07      STOCKHOLDER PROPOSAL BY THE SISTERS OF ST. FRANCIS             Shareholder     For      Against
           OF PHILADELPHIA AND OTHER GROUPS
   08      STOCKHOLDER PROPOSAL BY THE SISTERS OF MERCY                   Shareholder     For      Against
           AND OTHER GROUPS



                                                                            
MANOR CARE, INC.                                                          HCR     ANNUAL MEETING DATE: 05/09/2006
Issuer: 564055101                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management
                   MARY TAYLOR BEHRENS                                    Management      For      For
                     JOSEPH F. DAMICO                                     Management      For      For
                    JOHN T. SCHWIETERS                                    Management      For      For
                    RICHARD C. TUTTLE                                     Management      For      For
                     M. KEITH WEIKEL                                      Management      For      For
                     GAIL R. WILENSKY                                     Management    Withheld   Against
                     THOMAS L. YOUNG                                      Management      For      For



                                                                            
MASCO CORPORATION                                                         MAS     ANNUAL MEETING DATE: 05/09/2006
Issuer: 574599106                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management      For
                    THOMAS G. DENOMME                                     Management      For      For
                   RICHARD A. MANOOGIAN                                   Management      For      For
                   MARY ANN VAN LOKEREN                                   Management      For      For
   02      RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS        Management      For      For
           LLP AS INDEPENDENT AUDITORS FOR THE COMPANY FOR
           THE YEAR 2006.





                                                                            
MERCK & CO., INC.                                                         MRK     ANNUAL MEETING DATE: 04/25/2006
Issuer: 589331107                       ISIN:
SEDOL:


VOTE GROUP: UNASSIGNED



Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management    Withheld
                     RICHARD T. CLARK                                     Management    Withheld   Against
                   LAWRENCE A. BOSSIDY                                    Management    Withheld   Against
                     WILLIAM G. BOWEN                                     Management    Withheld   Against
                    JOHNNETTA B. COLE                                     Management    Withheld   Against
                 WILLIAM B. HARRISON, JR                                  Management    Withheld   Against
                    WILLIAM N. KELLEY                                     Management    Withheld   Against
                   ROCHELLE B. LAZARUS                                    Management    Withheld   Against
                     THOMAS E. SHENK                                      Management    Withheld   Against
                     ANNE M. TATLOCK                                      Management    Withheld   Against
                     SAMUEL O. THIER                                      Management    Withheld   Against
                     WENDELL P. WEEKS                                     Management    Withheld   Against
                     PETER C. WENDELL                                     Management    Withheld   Against
   02      RATIFICATION OF THE APPOINTMENT OF THE COMPANY                 Management      For      For
           S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
           FOR 2006
   03      PROPOSAL TO ADOPT THE 2007 INCENTIVE STOCK PLAN                Management    Against    Against
   04      PROPOSAL TO ADOPT THE 2006 NON-EMPLOYEE DIRECTORS              Management    Against    Against
           STOCK OPTION PLAN
   05      STOCKHOLDER PROPOSAL CONCERNING STOCK OPTION                   Shareholder     For      Against
           AWARDS
   06      STOCKHOLDER PROPOSAL CONCERNING NON-DIRECTOR                   Shareholder     For      Against
           SHAREHOLDER VOTES
   07      STOCKHOLDER PROPOSAL CONCERNING AN ANIMAL WELFARE              Shareholder     For      Against
           POLICY REPORT



                                                                            
MERRILL LYNCH & CO., INC.                                                 MER     ANNUAL MEETING DATE: 04/28/2006
Issuer: 590188108                       ISIN:
SEDOL:






Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management      For
                     ALBERTO CRIBIORE                                     Management      For      For
                     AULANA L. PETERS                                     Management      For      For
                   CHARLES O. ROSSOTTI                                    Management      For      For
   02      RATIFY APPOINTMENT OF DELOITTE & TOUCHE LLP AS                 Management    Against    Against
           INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
   03      INSTITUTE CUMULATIVE VOTING                                    Shareholder     For      Against
   04      SUBMIT DIRECTOR COMPENSATION TO SHAREHOLDERS                   Shareholder     For      Against
           FOR ANNUAL APPROVAL
   05      SUBMIT MANAGEMENT DEVELOPMENT AND COMPENSATION                 Shareholder     For      Against
           COMMITTEE REPORT TO SHAREHOLDERS FOR ANNUAL APPROVAL



                                                                            
METLIFE, INC.                                                             MET     ANNUAL MEETING DATE: 04/25/2006
Issuer: 59156R108                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management      For
                   C. ROBERT HENRIKSON                                    Management      For      For
                      JOHN M. KEANE                                       Management      For      For
                      HUGH B. PRICE                                       Management      For      For
                   KENTON J. SICCHITANO                                   Management      For      For
   02      RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE               Management    Against    Against
           LLP AS INDEPENDENT AUDITOR FOR 2006



                                                                            
MICROSOFT CORPORATION                                                     MSFT    ANNUAL MEETING DATE: 11/09/2005
Issuer: 594918104                       ISIN:
SEDOL:


VOTE GROUP: UNASSIGNED





Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management
                   WILLIAM H. GATES III                                   Management      For      For
                    STEVEN A. BALLMER                                     Management      For      For
                    JAMES I. CASH JR.                                     Management      For      For
                       DINA DUBLON                                        Management      For      For
                   RAYMOND V. GILMARTIN                                   Management      For      For
                 A. MCLAUGHLIN KOROLOGOS                                  Management    Withheld   Against
                    DAVID F. MARQUARDT                                    Management      For      For
                     CHARLES H. NOSKI                                     Management      For      For
                       HELMUT PANKE                                       Management      For      For
                      JON A. SHIRLEY                                      Management      For      For
   02      RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE             Management    Against    Against
           LLP AS THE COMPANY S INDEPENDENT AUDITOR



                                                                            
NORTHROP GRUMMAN CORPORATION                                              NOC     ANNUAL MEETING DATE: 05/17/2006
Issuer: 666807102                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management
                    JOHN T. CHAIN, JR.                                    Management      For      For
                        VIC FAZIO                                         Management      For      For
                     STEPHEN E. FRANK                                     Management      For      For
                    CHARLES R. LARSON                                     Management    Withheld   Against
                     RICHARD B. MYERS                                     Management      For      For
                     RONALD D. SUGAR                                      Management    Withheld   Against
   02      PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE                 Management      For      For
           & TOUCHE LLP AS THE COMPANY S INDEPENDENT AUDITOR.
   03      PROPOSAL TO AMEND THE COMPANY S RESTATED CERTIFICATE           Management      For      For
           OF INCORPORATION TO ELIMINATE THE SUPER MAJORITY
           VOTE REQUIREMENT.
   04      SHAREHOLDER PROPOSAL REGARDING AN INDEPENDENT                  Shareholder     For      Against
           BOARD CHAIRMAN.





                                                                            
PEPSICO, INC.                                                             PEP     ANNUAL MEETING DATE: 05/03/2006
Issuer: 713448108                       ISIN:
SEDOL:


VOTE GROUP: UNASSIGNED



Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management      For
                        J.F. AKERS                                        Management      For      For
                        R.E. ALLEN                                        Management      For      For
                        D. DUBLON                                         Management      For      For
                        V.J. DZAU                                         Management      For      For
                        R.L. HUNT                                         Management      For      For
                       A. IBARGUEN                                        Management      For      For
                      A.C. MARTINEZ                                       Management      For      For
                        I.K. NOOYI                                        Management      For      For
                      S.S REINEMUND                                       Management      For      For
                     S.P. ROCKEFELLER                                     Management      For      For
                       J.J. SCHIRO                                        Management      For      For
                       F.A. THOMAS                                        Management      For      For
                       C.M. TRUDELL                                       Management      For      For
                        D. VASELLA                                        Management      For      For
                        M.D. WHITE                                        Management      For      For
   02      APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS          Management      For      For
   03      SHAREHOLDER PROPOSAL - POLITICAL CONTRIBUTIONS                 Shareholder   Against    For
           (PROXY STATEMENT P. 23)
   04      SHAREHOLDER PROPOSAL - CHARITABLE CONTRIBUTIONS                Shareholder   Against    For
           (PROXY STATEMENT P. 24)



                                                                            
PERKINELMER, INC.                                                         PKI     ANNUAL MEETING DATE: 04/25/2006
Issuer: 714046109                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management      For
                    TAMARA J. ERICKSON                                    Management      For      For
                     ROBERT F. FRIEL                                      Management      For      For
                   NICHOLAS A. LOPARDO                                    Management      For      For
                     ALEXIS P. MICHAS                                     Management      For      For





                                                                                       
                     JAMES C. MULLEN                                      Management      For      For
                    DR. VICKI L. SATO                                     Management      For      For
                    GABRIEL SCHMERGEL                                     Management      For      For
                   KENTON J. SICCHITANO                                   Management      For      For
                     GREGORY L. SUMME                                     Management      For      For
                      G. ROBERT TOD                                       Management      For      For
   02      TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE                 Management    Against    Against
           LLP AS PERKINELMER S INDEPENDENT AUDITORS FOR
           THE CURRENT FISCAL YEAR.
   03      SHAREHOLDER PROPOSAL TO REQUEST THAT THE COMPANY               Shareholder     For      Against
           S BOARD OF DIRECTORS AMEND THE COMPANY S GOVERNANCE
           DOCUMENTS TO PROVIDE THAT DIRECTOR NOMINEES SHALL
           BE ELECTED BY THE AFFIRMATIVE VOTE OF THE MAJORITY
           OF VOTES CAST.



                                                                            
PPG INDUSTRIES, INC.                                                      PPG     ANNUAL MEETING DATE: 04/20/2006
Issuer: 693506107                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management      For
                     CHARLES E. BUNCH                                     Management      For      For
                       ROBERT RIPP                                        Management      For      For
                     THOMAS J. USHER                                      Management      For      For
                     DAVID R. WHITWAM                                     Management      For      For
   02      PROPOSAL TO APPROVE THE PPG INDUSTRIES, INC.                   Management    Against    Against
           OMNIBUS INCENTIVE PLAN.
   03      PROPOSAL TO ENDORSE THE APPOINTMENT OF DELOITTE                Management      For      For
           & TOUCHE LLP AS THE COMPANY S INDEPENDENT REGISTERED
           PUBLIC ACCOUNTING FIRM FOR 2006.



                                                                            
PRAXAIR, INC.                                                             PX      ANNUAL MEETING DATE: 04/25/2006
Issuer: 74005P104                       ISIN:
SEDOL:






Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management      For
                     STEPHEN F. ANGEL                                     Management      For      For
                    CLAIRE W. GARGALLI                                    Management      For      For
                   G.J. RATCLIFFE, JR.                                    Management      For      For
                    DENNIS H. REILLEY                                     Management      For      For
   02      PROPOSAL TO APPROVE AN AMENDMENT TO THE PRAXAIR,               Management      For      *Management
           INC. CERTIFICATE OF INCORPORATION TO DECLASSIFY                                         Position
           THE BOARD. (NOTE: THE BOARD MAKES NO RECOMMENDATION                                     Unknown
           FOR PROPOSAL 2)
   03      PROPOSAL TO RE-APPROVE PERFORMANCE GOALS UNDER                 Management    Against    Against
           PRAXAIR S SECTION 162(M) PLAN.
   04      PROPOSAL TO RATIFY THE APPOINTMENT OF THE INDEPENDENT          Management      For      For
           AUDITOR.



                                                                            
QUALCOMM, INCORPORATED                                                    QCOM    ANNUAL MEETING DATE: 03/07/2006
Issuer: 747525103                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management      For
                   RICHARD C. ATKINSON                                    Management      For      For
                    DIANA LADY DOUGAN                                     Management      For      For
                    PETER M. SACERDOTE                                    Management      For      For
                      MARC I. STERN                                       Management      For      For
   02      TO APPROVE AMENDMENTS TO THE COMPANY S RESTATED                Management      For      For
           CERTIFICATE OF INCORPORATION TO ELIMINATE THE
           CLASSIFIED BOARD AND CUMULATIVE VOTING.
   03      TO APPROVE THE COMBINATION OF THE COMPANY S EQUITY             Management    Against    Against
           COMPENSATION PLANS AS THE 2006 LONG-TERM INCENTIVE
           PLAN AND AN INCREASE IN THE SHARE RESERVE BY
           65,000,000 SHARES.
   04      TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS              Management      For      For
           LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS
           FOR THE COMPANY S FISCAL YEAR ENDING SEPTEMBER
           24, 2006.
   05      TO APPROVE ANY ADJOURNMENTS OF THE MEETING TO                  Management    Against    Against
           ANOTHER TIME OR PLACE, IF NECESSARY IN THE JUDGMENT
           OF THE PROXY HOLDERS, FOR THE PURPOSE OF SOLICITING
           ADDITIONAL PROXIES IN FAVOR OF ANY OF THE FOREGOING
           PROPOSALS.





                                                                            
RYDER SYSTEM, INC.                                                        R       ANNUAL MEETING DATE: 05/05/2006
Issuer: 783549108                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management
                    L. PATRICK HASSEY*                                    Management      For      For
                     JOHN M. BERRA**                                      Management    Withheld   Against
                     DANIEL H. MUDD**                                     Management      For      For
                    E. FOLLIN SMITH**                                     Management      For      For
                  GREGORY T. SWIENTON**                                   Management      For      For
   02      RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS                  Management      For      For
           INDEPENDENT AUDITOR.



                                                                            
SANDISK CORPORATION                                                       SNDK    ANNUAL MEETING DATE: 05/25/2006
Issuer: 80004C101                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management      For
                      DR. ELI HARARI                                      Management      For      For
                      IRWIN FEDERMAN                                      Management      For      For
                      STEVEN J. GOMO                                      Management      For      For
                   EDDY W. HARTENSTEIN                                    Management      For      For
                    CATHERINE P. LEGO                                     Management      For      For
                     MICHAEL E. MARKS                                     Management      For      For
                   DR. JAMES D. MEINDL                                    Management      For      For
   02      TO APPROVE AMENDMENTS TO THE COMPANY S 2005 INCENTIVE          Management    Against    Against
           PLAN.
   03      TO APPROVE AN AMENDMENT TO THE COMPANY S CERTIFICATE           Management    Against    Against
           OF INCORPORATION, INCREASING THE AUTHORIZED AMOUNT
           OF COMMON STOCK FROM 400,000,000 SHARES TO 800,000,000





                                                                                       
           SHARES.
   04      TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP                 Management      For      For
           AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
           ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER
           31, 2006.



                                                                            
TEXAS INSTRUMENTS INCORPORATED                                            TXN     ANNUAL MEETING DATE: 04/20/2006
Issuer: 882508104                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management      For
                        J.R. ADAMS                                        Management      For      For
                        D.L. BOREN                                        Management      For      For
                        D.A. CARP                                         Management      For      For
                         C.S. COX                                         Management      For      For
                      T.J. ENGIBOUS                                       Management      For      For
                    G.W. FRONTERHOUSE                                     Management      For      For
                        D.R. GOODE                                        Management      For      For
                       P.H. PATSLEY                                       Management      For      For
                       W.R. SANDERS                                       Management      For      For
                       R.J. SIMMONS                                       Management      For      For
                      R.K. TEMPLETON                                      Management      For      For
                       C.T. WHITMAN                                       Management      For      For
   02      BOARD PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST              Management      For      For
           & YOUNG LLP AS THE COMPANY S INDEPENDENT REGISTERED
           PUBLIC ACCOUNTING FIRM FOR 2006.



                                                                            
THE DOW CHEMICAL COMPANY                                                  DOW     ANNUAL MEETING DATE: 05/11/2006
Issuer: 260543103                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management





                                                                                       
                   JACQUELINE K. BARTON                                   Management      For      For
                      JAMES A. BELL                                       Management      For      For
                   BARBARA H. FRANKLIN                                    Management    Withheld   Against
                    ANDREW N. LIVERIS                                     Management    Withheld   Against
                   GEOFFERY E. MERSZEI                                    Management    Withheld   Against
                    J. PEDRO REINHARD                                     Management    Withheld   Against
                       RUTH G. SHAW                                       Management      For      For
                      PAUL G. STERN                                       Management      For      For
   02      RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT             Management    Against    Against
           REGISTERED PUBLIC ACCOUNTING FIRM.
   03      STOCKHOLDER PROPOSAL ON BHOPAL.                                Shareholder     For      Against
   04      STOCKHOLDER PROPOSAL ON GENETICALLY ENGINEERED                 Shareholder     For      Against
           SEED.
   05      STOCKHOLDER PROPOSAL ON CHEMICALS WITH LINKS                   Shareholder     For      Against
           TO RESPIRATORY PROBLEMS.
   06      STOCKHOLDER PROPOSAL ON SECURITY OF CHEMICAL                   Shareholder     For      Against
           FACILITIES.



                                                                            
THE GOLDMAN SACHS GROUP, INC.                                             GS      ANNUAL MEETING DATE: 03/31/2006
Issuer: 38141G104                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management
                    LLOYD C. BLANKFEIN                                    Management      For      For
                  LORD BROWNE OFMADINGLEY                                 Management      For      For
                      JOHN H. BRYAN                                       Management      For      For
                      CLAES DAHLBACK                                      Management      For      For
                     STEPHEN FRIEDMAN                                     Management    Withheld   Against
                    WILLIAM W. GEORGE                                     Management      For      For
                     JAMES A. JOHNSON                                     Management    Withheld   Against
                     LOIS D. JULIBER                                      Management      For      For
                     EDWARD M. LIDDY                                      Management      For      For
                  HENRY M. PAULSON, JR.                                   Management      For      For
                     RUTH J. SIMMONS                                      Management      For      For
   02      APPROVAL OF AN AMENDMENT TO THE GOLDMAN SACHS                  Management    Against    Against
           RESTRICTED PARTNER COMPENSATION PLAN.
   03      RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS      Management      For      For
           LLP AS OUR INDEPENDENT AUDITORS FOR OUR 2006
           FISCAL YEAR.





                                                                            
THE HARTFORD FINANCIAL SVCS GROUP, I                                      HIG     ANNUAL MEETING DATE: 05/17/2006
Issuer: 416515104                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management      For
                       RAMANI AYER                                        Management      For      For
                    RAMON DE OLIVEIRA                                     Management      For      For
                   EDWARD J. KELLY, III                                   Management      For      For
                    PAUL G. KIRK, JR.                                     Management      For      For
                     THOMAS M. MARRA                                      Management      For      For
                     GAIL J. MCGOVERN                                     Management      For      For
                    MICHAEL G. MORRIS                                     Management      For      For
                    ROBERT W. SELANDER                                    Management      For      For
                    CHARLES B. STRAUSS                                    Management      For      For
                    H. PATRICK SWYGERT                                    Management      For      For
                     DAVID K. ZWIENER                                     Management      For      For
   02      RATIFICATION OF THE APPOINTMENT OF DELOITTE &                  Management      For      For
           TOUCHE LLP AS INDEPENDENT AUDITORS OF THE COMPANY
           FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006



                                                                            
THE KROGER CO.                                                            KR      ANNUAL MEETING DATE: 06/22/2006
Issuer: 501044101                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management    Withheld
                    REUBEN V. ANDERSON                                    Management    Withheld   Against
                     DON W. MCGEORGE                                      Management    Withheld   Against
                    W. RODNEY MCMULLEN                                    Management    Withheld   Against
                      CLYDE R. MOORE                                      Management    Withheld   Against
                     STEVEN R. ROGEL                                      Management    Withheld   Against
   02      ANNUAL ELECTION OF ALL DIRECTORS. (REQUIRES THE                Management      For      For
           ADOPTION OF PROPOSAL 3).





                                                                                       
   03      ELIMINATION OF CUMULATIVE VOTING FOR DIRECTORS.                Management    Against    Against
   04      ELIMINATION OF SUPERMAJORITY REQUIREMENT FOR                   Management      For      For
           SOME TRANSACTIONS.
   05      OPT OUT OF THE OHIO CONTROL SHARE ACQUISITION                  Management      For      For
           STATUTE.
   06      RULES OF CONDUCT FOR SHAREHOLDER MEETINGS; MEETINGS            Management    Against    Against
           OUTSIDE OF CINCINNATI.
   07      APPROVAL OF PRICEWATERHOUSECOOPERS LLP, AS AUDITORS.           Management      For      For
   08      APPROVE SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED,           Shareholder     For      Against
           TO RECOMMEND PROGRESS REPORTS ON SUPPLIERS  CONTROLLED-ATMOSPHERE
           KILLING OF CHICKENS.
   09      APPROVE SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED,           Shareholder     For      Against
           TO RECOMMEND THE PREPARATION OF SUSTAINABILITY
           REPORT.



                                                                           
THE PROCTER & GAMBLE COMPANY                                              PG     SPECIAL MEETING DATE:07/12/2005
Issuer: 742718109                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      A PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF                  Management      For      For
           MERGER, DATED AS OF JANUARY 27, 2005, AMONG THE
           PROCTER & GAMBLE COMPANY, AQUARIUM ACQUISITION
           CORP., A WHOLLY-OWNED SUBSIDIARY OF PROCTER &
           GAMBLE, AND THE GILLETTE COMPANY, AND APPROVE
           THE ISSUANCE OF PROCTER & GAMBLE COMMON STOCK
           IN THE MERGER.
   02      A PROPOSAL TO ADJOURN THE SPECIAL MEETING TO                   Management      For      For
           A LATER DATE OR DATES, IF NECESSARY, TO PERMIT
           FURTHER SOLICITATION OF PROXIES IF THERE ARE
           NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL
           MEETING TO ADOPT THE MERGER AGREEMENT AND APPROVE
           THE ISSUANCE OF PROCTER & GAMBLE COMMON STOCK
           IN THE MERGER.



                                                                            
THE PROCTER & GAMBLE COMPANY                                              PG      ANNUAL MEETING DATE: 10/11/2005
Issuer: 742718109                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management      For





                                                                                       
                     BRUCE L. BYRNES                                      Management      For      For
                      SCOTT D. COOK                                       Management      For      For
                      CHARLES R. LEE                                      Management      For      For
                  W. JAMES MCNERNEY, JR.                                  Management      For      For
                     ERNESTO ZEDILLO                                      Management      For      For
   02      RATIFY APPOINTMENT OF THE INDEPENDENT REGISTERED               Management    Against    Against
           PUBLIC ACCOUNTING FIRM
   03      APPROVE AMENDMENT TO AMENDED ARTICLES OF INCORPORATION         Management      For      For
           AND CODE OF REGULATIONS TO ELIMINATE REFERENCES
           TO THE EXECUTIVE COMMITTEE
   04      APPROVE AMENDMENT TO THE CODE OF REGULATIONS                   Management      For      For
           TO PROVIDE FOR THE ANNUAL ELECTION OF ALL DIRECTORS
   05      SHAREHOLDER PROPOSAL NO. 1 - COMPLIANCE WITH                   Shareholder   Against    For
           ANIMAL TESTING POLICY
   06      SHAREHOLDER PROPOSAL NO. 2 - SELL THE COMPANY                  Shareholder   Against    For
   07      SHAREHOLDER PROPOSAL NO. 3 - POLITICAL CONTRIBUTIONS           Shareholder     For      Against



                                                                            
THE ST. PAUL TRAVELERS COMPANIES, IN                                      STA     ANNUAL MEETING DATE: 05/03/2006
Issuer: 792860108                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management    Withheld
                     JOHN H. DASBURG                                      Management    Withheld   Against
                   LESLIE B. DISHAROON                                    Management    Withheld   Against
                      JANET M. DOLAN                                      Management    Withheld   Against
                  KENNETH M. DUBERSTEIN                                   Management    Withheld   Against
                      JAY S. FISHMAN                                      Management    Withheld   Against
                    LAWRENCE G. GRAEV                                     Management    Withheld   Against
                    THOMAS R. HODGSON                                     Management    Withheld   Against
                      ROBERT I. LIPP                                      Management    Withheld   Against
                    BLYTHE J. MCGARVIE                                    Management    Withheld   Against
                    GLEN D. NELSON, MD                                    Management    Withheld   Against
                    LAURIE J. THOMSEN                                     Management    Withheld   Against
   02      PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP                   Management      For      For
           AS ST. PAUL TRAVELERS  INDEPENDENT REGISTERED
           PUBLIC ACCOUNTING FIRM FOR 2006.
   03      SHAREHOLDER PROPOSAL RELATING TO THE VOTE REQUIRED             Shareholder     For      Against
           TO ELECT DIRECTORS.
   04      SHAREHOLDER PROPOSAL RELATING TO POLITICAL CONTRIBUTIONS.      Shareholder     For      Against





                                                                            
THE TIMKEN COMPANY                                                        TKR     ANNUAL MEETING DATE: 04/18/2006
Issuer: 887389104                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management
                    JOSEPH W. RALSTON                                     Management      For      For
                   JOHN M. TIMKEN, JR.                                    Management    Withheld   Against
                   JACQUELINE F. WOODS                                    Management      For      For



                                                                            
THE WALT DISNEY COMPANY                                                   DIS     ANNUAL MEETING DATE: 03/10/2006
Issuer: 254687106                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management
                      JOHN E. BRYSON                                      Management    Withheld   Against
                       JOHN S. CHEN                                       Management      For      For
                     JUDITH L. ESTRIN                                     Management      For      For
                      ROBERT A. IGER                                      Management    Withheld   Against
                    FRED H. LANGHAMMER                                    Management      For      For
                     AYLWIN B. LEWIS                                      Management      For      For
                     MONICA C. LOZANO                                     Management      For      For
                  ROBERT W. MATSCHULLAT                                   Management      For      For
                    GEORGE J. MITCHELL                                    Management    Withheld   Against
                  LEO J. O'DONOVAN, S.J.                                  Management      For      For
                   JOHN E. PEPPER, JR.                                    Management      For      For
                      ORIN C. SMITH                                       Management    Withheld   Against
                      GARY L. WILSON                                      Management    Withheld   Against
   02      TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS            Management    Against    Against
           LLP AS THE COMPANY S REGISTERED PUBLIC ACCOUNTANTS
           FOR 2006.
   03      TO APPROVE THE SHAREHOLDER PROPOSAL RELATING                   Shareholder     For      Against





                                                                                       
           TO GREENMAIL.
   04      TO APPROVE THE SHAREHOLDER PROPOSAL RELATING                   Shareholder     For      Against
           TO CHINA LABOR STANDARDS.



                                                                            
TIME WARNER INC.                                                          TWX     ANNUAL MEETING DATE: 05/19/2006
Issuer: 887317105                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management    Withheld
                    JAMES L. BARKSDALE                                    Management    Withheld   Against
                  STEPHEN F. BOLLENBACH                                   Management    Withheld   Against
                    FRANK J. CAUFIELD                                     Management    Withheld   Against
                     ROBERT C. CLARK                                      Management    Withheld   Against
                    JESSICA P. EINHORN                                    Management    Withheld   Against
                       REUBEN MARK                                        Management    Withheld   Against
                     MICHAEL A. MILES                                     Management    Withheld   Against
                    KENNETH J. NOVACK                                     Management    Withheld   Against
                    RICHARD D. PARSONS                                    Management    Withheld   Against
                 FRANCIS T. VINCENT, JR.                                  Management    Withheld   Against
                    DEBORAH C. WRIGHT                                     Management    Withheld   Against
   02      RATIFICATION OF AUDITORS.                                      Management      For      For
   03      APPROVAL OF TIME WARNER INC. 2006 STOCK INCENTIVE              Management    Against    Against
           PLAN.
   04      STOCKHOLDER PROPOSAL REGARDING SIMPLE MAJORITY                 Shareholder     For      Against
           VOTE.
   05      STOCKHOLDER PROPOSAL REGARDING SEPARATION OF                   Shareholder     For      Against
           ROLES OF CHAIRMAN AND CEO.
   06      STOCKHOLDER PROPOSAL REGARDING CODE OF VENDOR                  Shareholder     For      Against
           CONDUCT.
   04      STOCKHOLDER PROPOSAL REGARDING SEPARATION OF                   Shareholder     For      Against
           ROLES OF CHAIRMAN AND CEO.



                                                                            
TXU CORP.                                                                 TXU     ANNUAL MEETING DATE: 05/19/2006
Issuer: 873168108                       ISIN:
SEDOL:






Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management      For
                    E. GAIL DE PLANQUE                                    Management      For      For
                     LELDON E. ECHOLS                                     Management      For      For
                       KERNEY LADAY                                       Management      For      For
                      JACK E. LITTLE                                      Management      For      For
                     GERARDO I. LOPEZ                                     Management      For      For
                   J. E. OESTERREICHER                                    Management      For      For
                    MICHAEL W. RANGER                                     Management      For      For
                    LEONARD H. ROBERTS                                    Management      For      For
                     GLENN F. TILTON                                      Management      For      For
                      C. JOHN WILDER                                      Management      For      For
   02      APPROVAL OF AUDITOR - DELOITTE & TOUCHE LLP.                   Management      For      For
   03      APPROVAL OF AMENDMENT TO THE COMPANY S RESTATED                Management      For      For
           BYLAWS.
   04      APPROVAL OF THE COMPANY S RESTATED CERTIFICATE                 Management    Against    Against
           OF FORMATION.
   05      SHAREHOLDER PROPOSAL TO ELECT DIRECTORS BY MAJORITY            Shareholder     For      Against
           VOTE.



                                                                            
VERIZON COMMUNICATIONS INC.                                               VZ      ANNUAL MEETING DATE: 05/04/2006
Issuer: 92343V104                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management      For
                       J.R. BARKER                                        Management      For      For
                       R.L. CARRION                                       Management      For      For
                        R.W. LANE                                         Management      For      For
                        S.O. MOOSE                                        Management      For      For
                       J. NEUBAUER                                        Management      For      For
                     D.T. NICOLAISEN                                      Management      For      For
                       T.H. O'BRIEN                                       Management      For      For
                       C. OTIS, JR.                                       Management      For      For
                        H.B. PRICE                                        Management      For      For
                     I.G. SEIDENBERG                                      Management      For      For





                                                                                       
                       W.V. SHIPLEY                                       Management      For      For
                      J.R. STAFFORD                                       Management      For      For
                       R.D. STOREY                                        Management      For      For
   02      RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED          Management      For      For
           ACCOUNTING FIRM
   03      CUMULATIVE VOTING                                              Shareholder     For      Against
   04      MAJORITY VOTE REQUIRED FOR ELECTION OF DIRECTORS               Shareholder     For      Against
   05      COMPOSITION OF BOARD OF DIRECTORS                              Shareholder     For      Against
   06      DIRECTORS ON COMMON BOARDS                                     Shareholder     For      Against
   07      SEPARATE CHAIRMAN AND CEO                                      Shareholder     For      Against
   08      PERFORMANCE-BASED EQUITY COMPENSATION                          Shareholder     For      Against
   09      DISCLOSURE OF POLITICAL CONTRIBUTIONS                          Shareholder     For      Against



                                                                            
WASHINGTON MUTUAL, INC.                                                   WM      ANNUAL MEETING DATE: 04/18/2006
Issuer: 939322103                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management      For
                   KERRY K. KILLINGER*                                    Management      For      For
                    THOMAS C. LEPPERT*                                    Management      For      For
                    CHARLES M. LILLIS*                                    Management      For      For
                    MICHAEL K. MURPHY*                                    Management      For      For
                      ORIN C. SMITH*                                      Management      For      For
                     REGINA MONTOYA**                                     Management      For      For
   02      COMPANY PROPOSAL TO RATIFY THE APPOINTMENT OF                  Management      For      For
           DELOITTE & TOUCHE LLP AS THE COMPANY S INDEPENDENT
           AUDITORS FOR 2006
   03      TO APPROVE THE WASHINGTON MUTUAL, INC. AMENDED                 Management    Against    Against
           AND RESTATED 2003 EQUITY INCENTIVE PLAN, INCLUDING
           AN INCREASE IN THE NUMBER OF SHARES THAT MAY
           BE SUBJECT TO AWARDS MADE THEREUNDER
   04      TO APPROVE THE WASHINGTON MUTUAL, INC. EXECUTIVE               Management    Against    Against
           INCENTIVE COMPENSATION PLAN
   05      TO APPROVE THE COMPANY PROPOSAL TO AMEND THE                   Management      For      For





                                                                                       
           WASHINGTON MUTUAL, INC. ARTICLES OF INCORPORATION
           (AS AMENDED) TO DECLASSIFY THE BOARD OF DIRECTORS
           AND ESTABLISH ANNUAL ELECTIONS FOR ALL COMPANY
           DIRECTORS COMMENCING WITH THE 2007 ANNUAL MEETING,
           RATHER THAN THE CURRENT STAGGERED THREE-YEAR TERMS
   06      SHAREHOLDER PROPOSAL RELATING TO DISCLOSURE OF                 Shareholder     For      Against
           THE COMPANY S POLITICAL CONTRIBUTIONS



                                                                            
WYETH                                                                     WYE     ANNUAL MEETING DATE: 04/27/2006
Issuer: 983024100                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management
                        R. ESSNER                                         Management      For      For
                       J.D. FEERICK                                       Management      For      For
                      F.D. FERGUSSON                                      Management      For      For
                        V.F. GANZI                                        Management      For      For
                        R. LANGER                                         Management      For      For
                      J.P. MASCOTTE                                       Management      For      For
                        M.L. POLAN                                        Management      For      For
                       G.L. ROGERS                                        Management      For      For
                     I.G. SEIDENBERG                                      Management      For      For
                       W.V. SHIPLEY                                       Management    Withheld   Against
                     J.R. TORELL III                                      Management      For      For
   02      RATIFY INDEPENDENT REGISTERED PUBLIC ACCOUNTING                Management      For      For
           FIRM
   03      ADOPT NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN               Management    Against    Against
   04      LIMITING SUPPLY OF PRESCRIPTION DRUGS IN CANADA                Shareholder     For      Against
   05      DISCLOSURE OF POLITICAL CONTRIBUTIONS                          Shareholder     For      Against
   06      DISCLOSURE OF ANIMAL WELFARE POLICY                            Shareholder     For      Against
   07      ELECTION OF DIRECTORS BY MAJORITY VOTE                         Shareholder     For      Against
   08      SEPARATING ROLES OF CHAIRMAN & CEO                             Shareholder     For      Against
   09      ADOPTION OF SIMPLE MAJORITY VOTE                               Shareholder     For      Against





                                                                            
YRC WORLDWIDE INC.                                                        YRCW    ANNUAL MEETING DATE: 05/16/2006
Issuer: 984249102                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management      For
                    CASSANDRA C. CARR                                     Management      For      For
                      HOWARD M. DEAN                                      Management      For      For
                     JOHN F. FIEDLER                                      Management      For      For
                     DENNIS E. FOSTER                                     Management      For      For
                     JOHN C. MCKELVEY                                     Management      For      For
                     PHILLIP J. MEEK                                      Management      For      For
                    WILLIAM L. TRUBECK                                    Management      For      For
                       CARL W. VOGT                                       Management      For      For
                    WILLIAM D. ZOLLARS                                    Management      For      For



                                                                            
YUM] BRANDS, INC.                                                         YUM     ANNUAL MEETING DATE: 05/18/2006
Issuer: 988498101                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management
                     DAVID W. DORMAN                                      Management      For      For
                    MASSIMO FERRAGAMO                                     Management      For      For
                     J. DAVID GRISSOM                                     Management      For      For
                      BONNIE G. HILL                                      Management    Withheld   Against
                   ROBERT HOLLAND, JR.                                    Management      For      For
                    KENNETH G. LANGONE                                    Management      For      For
                    JONATHAN S. LINEN                                     Management      For      For
                     THOMAS C. NELSON                                     Management      For      For
                      DAVID C. NOVAK                                      Management      For      For
                      THOMAS M. RYAN                                      Management      For      For
                     JACKIE TRUJILLO                                      Management      For      For





                                                                                       
                     ROBERT J. ULRICH                                     Management    Withheld   Against
   02      RATIFICATION OF INDEPENDENT AUDITORS (PAGE 16                  Management      For      For
           OF PROXY)
   03      SHAREHOLDER PROPOSAL RELATING TO A DIVERSITY                   Shareholder     For      Against
           REPORT (PAGE 17 OF PROXY)
   04      SHAREHOLDER PROPOSAL RELATING TO THE MACBRIDE                  Shareholder     For      Against
           PRINCIPLES (PAGE 20 OF PROXY)
   05      SHAREHOLDER PROPOSAL RELATING TO FOOD CONTAINING               Shareholder   Against    For
           GENETICALLY ENGINEERED INGREDIENTS (PAGE 22 OF
           PROXY)
   06      SHAREHOLDER PROPOSAL RELATING TO AN ANIMAL WELFARE             Shareholder     For      Against
           STANDARDS REPORT (PAGE 25 OF PROXY)



                                                                            
ZIMMER HOLDINGS, INC.                                                     ZMH     ANNUAL MEETING DATE: 05/01/2006
Issuer: 98956P102                       ISIN:
SEDOL:




Proposal                                                                  Proposal        Vote     For or Against
 Number    Proposal                                                       Type            Cast     Management
- --------   ------------------------------------------------------------   -----------   --------   --------------
                                                                                       
   01      DIRECTOR                                                       Management      For
                     STUART M. ESSIG                                      Management      For      For
                  A.A. WHITE III, MD PHD                                  Management      For      For
   02      APPROVAL OF ZIMMER HOLDINGS, INC. 2006 STOCK                   Management    Against    Against
           INCENTIVE PLAN
   03      AUDITOR RATIFICATION                                           Management      For      For
   04      STOCKHOLDER PROPOSAL TO ELECT EACH DIRECTOR ANNUALLY           Shareholder     For      Against



                                   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: MFS SERIES TRUST XI


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.