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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                   FORM N-PX

          ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
                               INVESTMENT COMPANY

Investment Company Act file number 811-00082
                                   --------------------------------------------

                                   CGM TRUST
- -------------------------------------------------------------------------------
              (Exact name of registrant as specified in charter)

                   One International Place, Boston, MA 02110
- -------------------------------------------------------------------------------
      (Address of principal executive offices)                  (Zip code)

                             Barry N. Hurwitz, Esq.
            Bingham McCutchen LLP, 150 Federal St., Boston, MA 02110
- -------------------------------------------------------------------------------
                    (Name and address of agent for service)

Registrant's telephone number, including area code: 617-737-3225
                                                    ---------------------------

Date of fiscal year end: 12/31
                         -----------------------

Date of reporting period: 7/1/05 -- 6/30/06
                          ----------------------

     Form N-PX is to be used by a registered management investment company,
other than a small business investment company registered on Form N-5 (Sections
239.24 and 274.5 of this chapter), to file reports with the Commission, not
later than August 31 of each year, containing the registrant's proxy voting
record for the most recent twelve-month period ended June 30, pursuant to
section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17
CFR 270.30b1-4). The Commission may use the information provided on Form N-PX
in its regulatory, disclosure review, inspection, and policymaking roles.

     A registrant is required to disclose the information specified by Form
N-PX, and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-PX
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street,
NW, Washington, DC 20549-0609. The OMB has reviewed this collection of
information under the clearance requirements of 44 U.S.C. Section 3507.


                    PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
                    CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS
SEC 2451 (4-03)     THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.


CGM Trust - File No. 811-82

CGM Mutual Fund




                                                                                              Proposed
                                                                                                 By
                                                                                               Issuer                         For
                                                                                                 or        Was                or
                                                        Meeting       Matter                  Security     Vote    Actual   Against
      Issuer                     Ticker      CUSIP       Date        Voted On                  Holder      Cast?    Vote      Mgt.
      ------                     ------      -----       ----        --------                  ------      -----    ----      ----
                                                                                                     

Advanced Micro Devices, Inc.     AMD     007903107    5/5/06    1.  Elect seven directors:     Issuer       Yes    For       For
                                                                  1. Hector De. J. Ruiz,
                                                                  2. W. Michael Barnes,
                                                                  3. Bruce L. Claflin
                                                                  4. H. Paulett Eberhart,
                                                                  5. Robert B. Palmer,
                                                                  6. Leonard M. Silverman and
                                                                  7. Morton L. Topper

                                                                2. Ratify the appointment      Issuer       Yes    For       For
                                                                of Ernst & Young LLP as the
                                                                firm's independent
                                                                registered public
                                                                accounting firm for the
                                                                current fiscal year

                                                                3. Approve Amendments to       Issuer       Yes    Against   Against
                                                                the 2004 Equity Incentive
                                                                Plan

                                                                4. Approve Amendment to the    Issuer       Yes    Against   Against
                                                                2000 Employee Stock
                                                                Purchase Plan

                                                                5. Approve the 2006            Issuer       Yes    For       For
                                                                Executive Incentive Plan

Amerada Hess Corporation         HES     023551104    5/3/06    1. Elect four directors:       Issuer       Yes    For       For
                                                                  1. J.B. Hess,
                                                                  2. C.G. Matthews,
                                                                  3. R. Lavizzo-Mourey and
                                                                  4. E.H. Von Metzsch

                                                                2. Ratify the selection of     Issuer       Yes    For       For
                                                                Ernst & Young LLP as
                                                                independent auditors for
                                                                fiscal year ending December
                                                                31, 2006

                                                                3. Proposal to change the      Issuer       Yes    For       For
                                                                name of the company to Hess
                                                                Corporation

                                                                4. Proposal to amend the       Issuer       Yes    For       For
                                                                company's Restated
                                                                Certificate of
                                                                Incorporation to increase
                                                                the number of authorized
                                                                shares of common stock to
                                                                600,000,000 shares

                                                                5. Proposal to approve the     Issuer       Yes    For       For
                                                                Performance Incentive Plan
                                                                for Senior Officers

AvalonBay Communities, Inc.      AVB     053484101    5/17/06   1. Elect nine directors:       Issuer       Yes    For       For
                                                                  1. Bryce Blair,
                                                                  2. Bruce A. Choate,
                                                                  3. John J. Healy, Jr.,
                                                                  4. Gilbert M. Meyer,
                                                                  5. Timothy J. Naughton,
                                                                  6. Lance R. Primis,
                                                                  7. H. Jay Sarles,
                                                                  8. Allan D. Schuster and
                                                                  9. Amy P. Williams

                                                                2. Ratify the selection of     Issuer       Yes    For       For
                                                                Ernst & Young LLP as the
                                                                company's independent
                                                                auditors for the year
                                                                ending December 31, 2006

Baker Hughes Incorporated        BHI     057224107    4/27/06   1. Elect 11 directors:         Issuer       Yes    For       For
                                                                  1. Larry D. Brady,
                                                                  2. Clarence P. Cazalot, Jr.,
                                                                  3. Chad C. Deaton,
                                                                  4. Edward P. Djerejian,
                                                                  5. Anthony G. Fernandes,
                                                                  6. Claire W. Gargalli,
                                                                  7. James A. Lash,
                                                                  8. James F. McCall,
                                                                  9. J. Larry Nichols,
                                                                 10. H. John Riley, Jr. and
                                                                 11. Charles L. Watson

                                                                2. Ratify Deloitte & Touche    Issuer       Yes    For       For
                                                                as the company's
                                                                independent auditor for
                                                                fiscal year 2006

                                                                3. Proposal to approve         Issuer       Yes    For       For
                                                                performance criteria for
                                                                awards under the Annual
                                                                Incentive Compensation Plan

                                                                4. Stockholder Proposal No.    Security     Yes    Against   For
                                                                1 regarding voting under        Holder
                                                                the company's Delaware
                                                                charter

Companhia Vale Do Rio Doce       RIO     204412209    3/31/06   1. Approve the terms,          Issuer       Yes    For       For
                                                                conditions and reasons for
                                                                the merger of all the
                                                                shares of the capital stock
                                                                of Caemi - Mineracao E
                                                                Metalurgia S.A. (Caemi)
                                                                into the assets of CVRD in
                                                                order to convert the former
                                                                into a wholly-owned
                                                                subsidiary of the company,
                                                                pursuant to article 252 of
                                                                the Brazilian Corporate Law

                                                                2. Ratify The appointment      Issuer       Yes    For       For
                                                                of the experts who prepared
                                                                the value appraisal of the
                                                                preferred shares issued by
                                                                Caemi to be merged into
                                                                CVRD assets

                                                                3. Decide on the appraisal     Issuer       Yes    For       For
                                                                report, prepared by the
                                                                experts

                                                                4. Approve the merger of       Issuer       Yes    For       For
                                                                all the shares issued by
                                                                Caemi into the assets of
                                                                CVRD

                                                                5. Approve CVRD capital        Issuer       Yes    For       For
                                                                increase within the
                                                                issuance of 64,151,361
                                                                preferred Class A shares,
                                                                to be paid-in with the
                                                                shares of Caemi to be
                                                                merged into the company's
                                                                assets, and the consequent
                                                                change of the "Caput" of
                                                                Article 5 of the CVRD's
                                                                by-laws

Fluor Corporation                FLR     343412102    5/3/06    1. Elect three directors:      Issuer       Yes    For       For
                                                                  1. Alan L. Boeckmann,
                                                                  2. Vilma S. Martinez and
                                                                  3. Dean R. O'Hare

                                                                2. Ratify the appointment      Issuer       Yes    For       For
                                                                of Ernst & Young LLP as
                                                                auditors for 2006

                                                                3. Shareholder proposal        Security     Yes    Against   For
                                                                relating to performance         Holder
                                                                based stock options

Harman International
Industries, Incorporate          HAR     413086109    11/2/05   1. Elect two directors:        Issuer       Yes    For       For
                                                                  1. Sidney Harman and
                                                                  2. Shirley M. Hufstedler

Host Marriott Corporation        HMT     44107P104    4/5/06    1. Approve the issuance of     Issuer       Yes    For       For
                                                                $2.27 billion worth of HMT
                                                                common stock to Starwood
                                                                Hotels & Resorts in
                                                                connection with the
                                                                acquisition of 38 hotels

Newmont Mining Corporation       NEM     651639106    4/25/06   1. Elect 14 directors:         Issuer       Yes    For       For
                                                                  1. G. A. Barton,
                                                                  2. V. A.Calarco,
                                                                  3. N. Doyle,
                                                                  4. V. M. Hagen,
                                                                  5. M. S. Hamson,
                                                                  6. L. I. Higdon, Jr.,
                                                                  7. P. Lassonde,
                                                                  8. R. J. Miller,
                                                                  9. W. W. Murdy,
                                                                 10. R. A. Plumbridge,
                                                                 11. J. B. Prescott,
                                                                 12. D. C. Roth,
                                                                 13. S. Schulich and
                                                                 14. J. V. Taranik

                                                                2. Ratify the appointment      Issuer       Yes    For       For
                                                                of PricewaterhouseCoopers
                                                                LLP as independent auditors
                                                                for 2006

                                                                3. Approve stockholder         Security     Yes    Against   For
                                                                proposal regarding              Holder
                                                                independent board chairman

Occidental Petroleum
Corporation                      OXY     674599105    5/5/06    1. Elect 12 directors:         Issuer       Yes    For       For
                                                                  1. Spencer Abraham,
                                                                  2. Ronald W. Burkle,
                                                                  3. John S. Chalsty,
                                                                  4. Edward P. Djerejian,
                                                                  5. R. Chad Dreier,
                                                                  6. John E. Feick,
                                                                  7. Ray  R. Irani,
                                                                  8. Irvin W. Maloney,
                                                                  9. Rodolfo Segovia,
                                                                 10. Aziz D. Syriani,
                                                                 11. Rosemary Tomich and
                                                                 12. Walter L. Weisman

                                                                2. Ratify the selection of     Issuer       Yes    For       For
                                                                KPMG as independent
                                                                auditors

                                                                3. Approve increase in         Issuer       Yes    For       For
                                                                Authorized Capital Stock

                                                                4. Approve stockholder         Security     Yes    Against   For
                                                                proposal regarding limit on     Holder
                                                                executive compensation

                                                                5. Approve stockholder         Security     Yes    Against   For
                                                                proposal on scientific          Holder
                                                                report on global
                                                                warming/cooling

                                                                6 Approve stockholder          Security     Yes    Against   For
                                                                proposal regarding election     Holder
                                                                of directors by majority
                                                                vote

Petroleo Brasileiro S. A.        PBR     71654V408    5/22/06   1. Approve the "Protocol       Issuer       Yes    For       For
                                                                and Justification of the
                                                                Incorporation of the Shares
                                                                of Petrobras Quimica S.A. -
                                                                Petroquisa by Petroleo
                                                                Brasileiro S. A. "

                                                                2. Ratify and appoint a        Issuer       Yes    For       For
                                                                specialized firm to
                                                                evaluate the shareholders
                                                                equity and book value of
                                                                Petrobras

                                                                3. Approve the valuation of    Issuer       Yes    For       For
                                                                the shareholders' equity
                                                                and book value report of
                                                                Petrobras

                                                                4. Approve the valuation of    Issuer       Yes    For       For
                                                                the shareholders equity
                                                                book value and net book
                                                                assets of Petroquisa

                                                                5. Ratify and appoint a        Issuer       Yes    For       For
                                                                specialized firm to
                                                                undertake an economic and
                                                                financial valuation of
                                                                Petrobras

                                                                6. Approve the economic and    Issuer       Yes    For       For
                                                                financial valuation of
                                                                Petrobras

                                                                7. Approve the                 Issuer       Yes    For       For
                                                                incorporation of the total
                                                                number of Petroquisa shares
                                                                held by minority
                                                                shareholders into
                                                                Petrobras' equity

                                                                8. Approve the alterations     Issuer       Yes    For       For
                                                                to Petrobras' bylaws as
                                                                provided for in the
                                                                "Protocol and Justification
                                                                of the Incorporation of the
                                                                shares of Petrobras Quimica
                                                                S. A. - Petroquisa by
                                                                Petroleo Brasileiro S. A. -
                                                                Petrobras"

                                                                9. Authorize the executive     Issuer       Yes    For       For
                                                                board to practice all the
                                                                acts needed for the
                                                                execution of the above
                                                                actions

Phelps Dodge Corporation         PD      717265102    5/26/06   1. Elect five directors:       Issuer       Yes    For       For
                                                                  1. C. Krulak,
                                                                  2. D. McCoy,
                                                                  3. W. Post,
                                                                  4. M. Richenhagen and
                                                                  5. J. Thompson

                                                                2. Approve the Phelps Dodge    Issuer       Yes    For       For
                                                                Corporation Directors 2007
                                                                Stock Unit Plan

                                                                3. Ratify the appointment      Issuer       Yes    For       For
                                                                of PricerwaterhouseCoopers
                                                                LLP as independent
                                                                accountants for the year
                                                                2006

The Procter & Gamble Company     PG      742718109    10/11/05  1.  Elect five directors:      Issuer       Yes    For       For
                                                                  1.  Bruce L. Byrnes,
                                                                  2. Scott D. Cook,
                                                                  3. Charles R. Lee,
                                                                  4. W. James McNerney,
                                                                     Jr. and
                                                                  5. Ernesto Zedillo

                                                                2. Ratify the appointment      Issuer       Yes    For       For
                                                                of Deloitte & Touche LLP as
                                                                the Company's independent
                                                                registered accounting firm

                                                                3. Approve amendment to        Issuer       Yes    For       For
                                                                amended Articles of
                                                                Incorporation and Code of
                                                                Regulations to eliminate
                                                                references to the Executive
                                                                Committee

                                                                4. Approve an amendment to     Issuer       Yes    For       For
                                                                the Code of Regulations to
                                                                provide for the annual
                                                                election of all directors

                                                                5. Approve Shareholder         Security     Yes    Against   For
                                                                Proposal regarding              Holder
                                                                compliance with animal
                                                                testing

                                                                6. Approve Shareholder         Security     Yes    Against   For
                                                                Proposal regarding selling      Holder
                                                                the Company

                                                                7. Approve Shareholder         Security     Yes    Against   For
                                                                Proposal regarding              Holder
                                                                political contributions

Schlumberger Limited             SLB     806857108    4/12/06   1. Elect 12 directors:         Issuer       Yes    For       For
                                                                  1. J. Deutch,
                                                                  2. J. S. Gorelick,
                                                                  3. A. Gould,
                                                                  4. T. Isaac,
                                                                  5. A. LaJous,
                                                                  6. A. Levy-Lang,
                                                                  7. M. E. Marks,
                                                                  8. D. Primat,
                                                                  9. T. I. Sandvold,
                                                                 10. N. Seydoux,
                                                                 11. L. G. Stuntz and
                                                                 12. R. Talwar

                                                                2. Adopt and approve           Issuer       Yes    For       For
                                                                financials and dividends

                                                                3. Adopt amendment to the      Issuer       Yes    For       For
                                                                Articles of Incorporation

                                                                4. Approve amendment and       Issuer       Yes    Against   Against
                                                                restatement of the
                                                                Schlumberger 2005 Stock
                                                                Option Plan

                                                                5. Approve appointment of      Issuer       Yes    For       For
                                                                PricewaterhouseCoopers LLP
                                                                as the independent
                                                                registered public
                                                                accounting firm to audit
                                                                the accounts of the company
                                                                for 2006

SL Green Realty Corp.            SLG     78440X101    5/17/06   1. Elect two directors:        Issuer       Yes    For       For
                                                                   John H. Alschuler, Jr. and
                                                                   Stephen L. Green

                                                                2. Ratify the selection of     Issuer       Yes    For       For
                                                                Ernst & Young LLP as
                                                                independent auditors for
                                                                the fiscal year ending
                                                                December 31, 2006

Union Pacific Corporation        UNP     907818108    5/4/06    1. Elect nine directors:       Issuer       Yes    For       For
                                                                  1. R. K. Davidson,
                                                                  2. E. B. Davis,
                                                                  3. T. J. Donohue,
                                                                  4. A. W. Dunham,
                                                                  5. J. R. Hope,
                                                                  6. C. C. Krulak,
                                                                  7. M. W. McConnell,
                                                                  8. S. R. Rogel and
                                                                  9. J. R. Young

                                                                2. Appoint Deloitte &          Issuer       Yes    For       For
                                                                Touche as the independent
                                                                registered public
                                                                accounting firm

                                                                3. Shareholder proposal        Security     Yes    Against   For
                                                                regarding majority voting       Holder

                                                                4. Shareholder proposal        Security     Yes    Against   For
                                                                regarding political             Holder
                                                                contributions

                                                                5. Shareholder proposal        Security     Yes    Against   For
                                                                regarding an independent        Holder
                                                                chairman

US Airways Group, Inc.           LCC     90341W108    5/17/06   1. Elect three directors:      Issuer       Yes    For       For
                                                                  1. Herbert M. Baum,
                                                                  2. Richard C.Kraemer and
                                                                  3. Cheryl G. Krongard

                                                                2. Ratify the appointment      Issuer       Yes    For       For
                                                                of KPMG LLP to serve as
                                                                independent registered
                                                                public accounting firm for
                                                                the fiscal year ending
                                                                December 31, 2006



CGM Trust - File No. 811-82

CGM Realty Fund



                                                                                              Proposed
                                                                                                 By
                                                                                               Issuer                         For
                                                                                                 or        Was                or
                                                        Meeting       Matter                  Security     Vote    Actual   Against
      Issuer                     Ticker      CUSIP       Date        Voted On                  Holder      Cast?    Vote      Mgt.
      ------                     ------      -----       ----        --------                  ------      -----    ----      ----
                                                                                                     

Arch Coal, Inc.                  ACI     039380100    4/27/06   1. Elect five directors:       Issuer       Yes    For       For
                                                                  1. Frank M. Burke,
                                                                  2. John W. Eaves,
                                                                  3. Patricia F. Godley,
                                                                  4. Thomas A. Lockhart and
                                                                  5. Wesley M. Taylor

                                                                2. Approve amendment to        Issuer       Yes    For       For
                                                                Certificate of
                                                                Incorporation to increase
                                                                authorized shares

Archstone-Smith Trust            ASN     039583109    5/17/06   1. Elect ten directors:        Issuer       Yes    For       For
                                                                  1. James A. Cardwell,
                                                                  2. Ernest A. Gerardi, Jr.,
                                                                  3. Ruth Ann M. Gillis,
                                                                  4. Ned S. Holmes,
                                                                  5. Robert P. Kogod,
                                                                  6. James H. Polk, III,
                                                                  7. John M. Richman,
                                                                  8. John C. Schweitzer,
                                                                  9. Scot Sellers and
                                                                 10. Robert  H. Smith

                                                                2. Ratify the appointment      Issuer       Yes    For       For
                                                                of KPMG LLP as auditors for
                                                                the current fiscal year

Ashford Hospitality Trust, Inc.  AHT     044103109    5/2/06    1. Elect seven directors:      Issuer       Yes    For       For
                                                                  1. Archie Bennett, Jr.,
                                                                  2. Montgomery J. Bennett,
                                                                  3. Martin L. Edelman,
                                                                  4. W. D. Minami,
                                                                  5. W. Michael Murphy ,
                                                                  6. Phillip S. Payne and
                                                                  7. Charles P. Toppino

                                                                2. Ratify the appointment      Issuer       Yes    For       For
                                                                of Ernst & Young LLP as the
                                                                firm's independent
                                                                registered public
                                                                accounting firm for the
                                                                fiscal year ending December
                                                                31, 2006


AvalonBay Communities, Inc.      AVB     053484101    5/17/06   1. Elect nine directors:       Issuer       Yes    For       For
                                                                  1. Bryce Blair,
                                                                  2. Bruce A. Choate,
                                                                  3. John J. Healy, Jr.,
                                                                  4. Gilbert M. Meyer,
                                                                  5. Timothy J. Naughton,
                                                                  6. Lance R. Primis,
                                                                  7. H. Jay Sarles,
                                                                  8. Allan D. Schuster and
                                                                  9. Amy P. Williams

                                                                2. Ratify the selection of     Issuer       Yes    For       For
                                                                Ernst & Young LLP as the
                                                                company's independent
                                                                auditors for the year
                                                                ending December 31, 2006

BRE Properties, Inc.             BRE     05564E106    5/4/06    1. Elect nine directors:       Issuer       Yes    For       For
                                                                  1, Robert A. Fiddaman,
                                                                  2. Roger P. Kuppinger,
                                                                  3. Irving F. Lyons, III,
                                                                  4. Edward E. Mace,
                                                                  5. Christopher J. McGurk,
                                                                  6. Matthew T. Medeiros,
                                                                  7. Constance B. Moore,
                                                                  8. Jeanne R. Myerson and
                                                                  9. Gregory M. Simon

                                                                2. Approve the Company's       Issuer       Yes    For       For
                                                                Third Amended and Restated
                                                                Non-Employee Director Stock
                                                                Option and Restricted Stock
                                                                Plan to increase the total
                                                                number of shares subject to
                                                                the plan from 2,300,000
                                                                shares to 2,650,000 shares.

                                                                3. Ratify the selection of     Issuer       Yes    For       For
                                                                Ernst & Young LLP as
                                                                independent auditors for
                                                                the year ending December
                                                                31, 2006

CB Richard Ellis Group, Inc.     CBG     12497T101    6/1/06    1. Elect 11 directors:         Issuer       Yes    For       For
                                                                  1. Richard C. Blum,
                                                                  2. Jeffrey A. Cozad,
                                                                  3. Patrice Marie Daniels,
                                                                  4. Senator T. A. Daschle,
                                                                  5. Bradford M. Freeman,
                                                                  6. Michael Kantor,
                                                                  7. Frederic V. Malex,
                                                                  8. John G. Nugent,
                                                                  9. Brett White,
                                                                 10. Gary L. Wilson and
                                                                 11. Ray Wirta

                                                                2. Ratify the appointment      Issuer       Yes    For       For
                                                                of Deloitte & Touche LLP as
                                                                the firm's independent
                                                                registered public
                                                                accounting firm

                                                                3. Approve the amended         Issuer       Yes    For       For
                                                                Executive Bonus Plan


DiamondRock Hospitality Company  DRH     252784301    4/27/06   1. Elect 6 directors:          Issuer       Yes    For       For
                                                                  1. William W. McCarten,
                                                                  2. Daniel J. Altobello,
                                                                  3. W. Robert Grafton,
                                                                  4. Maureen L. McAvey,
                                                                  5. Gilbert T. Ray and
                                                                  6. John L. Williams

                                                                2. Ratify the selection of     Issuer       Yes    For       For
                                                                KPMG LLP as the independent
                                                                auditors for DiamndRock
                                                                Hospitality Company for the
                                                                year ending December 31,
                                                                2006

Essex Property Trust, Inc.       ESS     297178105    5/9/06    1. Elect three directors:      Issuer       Yes    For       For
                                                                  1. George M. Marcus,
                                                                  2. Gary P. Martin and
                                                                  3. William A. Millichap

                                                                2. Ratify the appointment      Issuer       Yes    For       For
                                                                of KPMG LLP as the
                                                                independent registered
                                                                public accounting firm for
                                                                the company for the year
                                                                ending December 31, 2006

FelCor Lodging Trust
Incorporated                     FCH     31430F101    5/16/06   1. Elect three directors:      Issuer       Yes    For       For
                                                                  1. Richard S. Ellwood,
                                                                  2. Robert A. Mathewson and
                                                                  3. Richard A. Smith

                                                                2. Ratify the appointment      Issuer       Yes    For       For
                                                                of PricewaterhouseCoopers
                                                                LLP as Felcor's independent
                                                                registered public
                                                                accounting firm

Foundation Coal Holdings, Inc.   FCL     35039W100    5/18/06   1. Elect eight directors:      Issuer       Yes    For       For
                                                                  1. James F. Roberts,
                                                                  2. David I. Foley,
                                                                  3. Alex T. Krueger,
                                                                  4. P. Michael  Giftos,
                                                                  5. Robert C. Scharp,
                                                                  6. William J. Crowley, Jr.,
                                                                  7. Joel Richards, III and
                                                                  8. Thomas V. Schockley, III

                                                                2. Approve Ernst & Young       Issuer       Yes    For       For
                                                                LLP as Foundation's
                                                                independent public
                                                                accountants for fiscal year
                                                                ending December 31, 2006

                                                                3. Approve an amendment to     Issuer       Yes    For       For
                                                                Foundation's Amended and
                                                                Restated Certificate of
                                                                Incorporation

General Growth Properties, Inc.  GGP     370021107    5/16/06   1. Elect four directors:       Issuer       Yes    For       For
                                                                  1. Adam Metz,
                                                                  2. Robert Michaels,
                                                                  3. Thomas Nolan and
                                                                  4. John Riordan

                                                                2. Approve an amendment to     Issuer       Yes    For       For
                                                                the 2003 Incentive Stock
                                                                Plan to provide for an
                                                                annual award of restricted
                                                                stock to non-employee
                                                                directors and to permit
                                                                issuance under the plan to
                                                                be effected electronically

                                                                3. Ratify the selection of     Issuer       Yes    For       For
                                                                Deloitte & Touche LLP as
                                                                the firm's independent
                                                                public accountants for the
                                                                year ending December 31,
                                                                2006

Home Properties, Inc.            HME     437306103    5/4/06    1. Elect 12 directors:         Issuer       Yes    For       For
                                                                  1. William Balderston, III,
                                                                  2. Josh E. Fidler,
                                                                  3. Alan L. Gosule,
                                                                  4. Leonard F Helbig,III,
                                                                  5. Roger W. Kober,
                                                                  6. Norman P. Leenhouts,
                                                                  7. Nelson B. Leenhouts,
                                                                  8. Edward J. Pettinella,
                                                                  9. Clifford W. Smith, Jr.,
                                                                 10 Paul L. Smith,
                                                                 11. Thomas S. Summer and
                                                                 12. Amy L. Tait

                                                                2. Ratify the appointment      Issuer       Yes    For       For
                                                                of PricewaterhouseCoopers
                                                                LLP as independent
                                                                registered public
                                                                accounting firm for 2006

Host Hotels & Resorts, Inc.      HST     44107P104    5/18/06   1. Elect seven directors:      Issuer       Yes    For       For
                                                                  1. Robert M. Baylis,
                                                                  2. Terence C. Golden,
                                                                  3. Ann M. Korologos,
                                                                  4. Richard E. Marriott,
                                                                  5. Judith A. McHale,
                                                                  6. John B. Morse, Jr. and
                                                                  7. Christopher J. Nassetta

                                                                2. Ratify appointment of       Issuer       Yes    For       For
                                                                KPMG LLP as independent
                                                                auditors

                                                                3. Approve stockholder         Security     Yes    For       For
                                                                proposal to elect directors     Holder
                                                                by a majority vote standard

Host Marriott Corporation        HMT     44107P104    4/5/06    1. Approve the issuance of     Issuer       Yes    For       For
                                                                $2.27 billion worth of HMT
                                                                common stock to Starwood
                                                                Hotels & Resorts in
                                                                connection with the
                                                                acquisition of 38 hotels

Innkeepers USA Trust             KPA     4576J0104    5/3/06    1. Elect three directors:      Issuer       Yes    For       For
                                                                  1. Jeffrey H. Fisher,
                                                                  2. Thomas J. Crocker and
                                                                  3. Rolf E. Ruhfus

                                                                2. Approve 2006                Issuer       Yes    For       For
                                                                Non-Employee Trustees'
                                                                Share Incentive Plan

                                                                3. Approve deletion of         Issuer       Yes    For       For
                                                                Article XII of the
                                                                company's Amended and
                                                                Restated Declaration of
                                                                Trust, which limits the
                                                                company's indebtedness to
                                                                50% of investment in hotel
                                                                properties, at cost

                                                                4. Ratify the appointment      Issuer       Yes    For       For
                                                                of PricewaterhouseCoopers
                                                                LLP as independent auditors
                                                                for the company for the
                                                                fiscal year ending December
                                                                31,2006

Jones Lang LaSalle Incorporated  JLL     48020Q107    5/25/06   1. Elect 4 directors:          Issuer       Yes    For       For
                                                                  1. Sir Derek Higgs,
                                                                  2. Lauralee E. Martin,
                                                                  3. Alain Monie and
                                                                  4. Thomas C. Theobald

                                                                2. Ratify the appointment      Issuer       Yes    For       For
                                                                of KPMG LLP as independent
                                                                registered public
                                                                accounting firm for 2006

                                                                3. Approve an increase by      Issuer       Yes    Against   Against
                                                                500,000 of the number of
                                                                shares of common stock
                                                                reserved for issuance under
                                                                the Jones Lang LaSalle UK
                                                                Sharesave Plan

Kilroy Realty Corporation        KRC     49427F108    5/18/06   1. Elect two directors:        Issuer       Yes    For       For
                                                                   John B. Kilroy, Jr. and
                                                                   Dale F. Kinsella

                                                                2. Approve 2006 Incentive      Issuer       Yes    For       For
                                                                Award Plan

LaSalle Hotel Properties         LHO     517942108    4/20/06   1. Elect three directors:      Issuer       Yes    For       For
                                                                  1. Darryl Hartley-Leonard,
                                                                  2. Kelly L. Kuhn and
                                                                  3. William S. McCalmont

                                                                2. Ratify the appointment      Issuer       Yes    For       For
                                                                of KPMG LLP as the
                                                                independent registered
                                                                public accountants of the
                                                                company for the year ending
                                                                December 31, 2006

The Macerich Company             MAC     554382101    6/1/06    1.  Elect three directors:     Issuer       Yes    For       For
                                                                  1. Arthur M. Coppola,
                                                                  2. James S. Cownie and
                                                                  3. Mace Siegel

                                                                2. Ratify the appointment      Issuer       Yes    For       For
                                                                of Deloitte & Touche LLP as
                                                                the company's independent
                                                                accountants for the year
                                                                ending December 31, 2006

                                                                3. Approve stockholder         Security     Yes    Against   For
                                                                proposal regarding              Holder
                                                                executive compensation

Maguire Properties, Inc.         MPG     559775101    6/6/06    1. Elect six directors:        Issuer       Yes    For       For
                                                                  1. Robert F Maguire III,
                                                                  2. Lawrence S. Kaplan,
                                                                  3. Caroline S.McBride,
                                                                  4. Andrea L. Van De Kamp,
                                                                  5. Walter L. Weisman and
                                                                  6. Lewis N. Wolff

                                                                2. Ratify the selection of     Issuer       Yes    For       For
                                                                KPMG LLP as the company's
                                                                independent registered
                                                                public accounting firm for
                                                                the year ended December 31,
                                                                2006

Reckson Associates Realty Corp.  RA      75621K106    5/25/06   1. Elect nine directors:       Issuer       Yes    For       For
                                                                  1. Scott H. Rechler,
                                                                  2. Michael Maturo,
                                                                  3. Douglas Crocker II,
                                                                  4. Elizabeth McCaul,
                                                                  5. Ronald H. Menaker,
                                                                  6. Peter Quick,
                                                                  7. Lewis S. Ranieri,
                                                                  8. John F. Ruffle and
                                                                  9. Stanley Steinberg

                                                                2. Ratify the selection of     Issuer       Yes    For       For
                                                                Ernst & Young LLP as the
                                                                independent registered
                                                                public accounting firm of
                                                                the company for the fiscal
                                                                year ending December 31,
                                                                2006

Simon Property Group, Inc.       SPG     828806109    5/11/06   1. Elect seven directors:      Issuer       Yes    For       For
                                                                  1. Birch Bayh,
                                                                  2. Melvyn E. Bergstein,
                                                                  3. Linda Walker Bynoe,
                                                                  4. Karen N. Horn,
                                                                  5. Reuben S. Leibowitz,
                                                                  6. J. Albert Smith, Jr., and
                                                                  7. Pieter S. Van Den Berg

                                                                2. Approve proposed            Issuer       Yes    For       For
                                                                amendment to Stock
                                                                Incentive Plan

                                                                3. Ratify the appointment      Issuer       Yes    For       For
                                                                of Ernst & Young LLP as
                                                                independent registered
                                                                public accounting firm for
                                                                2006

                                                                4. Approve stockholder         Security     Yes    Against   For
                                                                proposal regarding majority     Holder
                                                                vote to elect directors

SL Green Realty Corp.            SLG     78440X101    5/17/06   1. Elect two directors:        Issuer       Yes    For       For
                                                                   John H. Alschuler, Jr. and
                                                                   Stephen L. Green

                                                                2. Ratify the selection of     Issuer       Yes    For       For
                                                                Ernst & Young LLP as
                                                                independent auditors for
                                                                the fiscal year ending
                                                                December 31, 2006

Strategic Hotels &
Resorts, Inc.                    BEE     86272T106    5/11/06   1. Elect eight directors:      Issuer       Yes    For       For
                                                                  1. Robert P. Bowen,
                                                                  2. Michael W. Brennan,
                                                                  3. Edward C. Coppola,
                                                                  4. John C. Deterding,
                                                                  5. Richard L. Fisher,
                                                                  6. Laurence S. Geller,
                                                                  7. David M. C. Michels and
                                                                  8. William A. Prezant

                                                                2. Ratify the appointment      Issuer       Yes    For       For
                                                                of Deloitte & touche LLP as
                                                                independent auditors for
                                                                the fiscal year ending
                                                                December 31, 2006

Sunstone Hotel Investors,  Inc.  SHO     867892101    5/2/06    1. Elect seven directors:      Issuer       Yes    For       For
                                                                  1. Robert A. Alter,
                                                                  2. Lewis N. Wolff,
                                                                  3. Z. Jamie Behar,
                                                                  4. Anthony W. Dona,
                                                                  5. Thomas A. Lewis,
                                                                  6. Keith M. Locker and
                                                                  7. Keith P. Russell

                                                                2. Ratify the audit            Issuer       Yes    For       For
                                                                committee's appointment of
                                                                Ernst & Young LLP to act as
                                                                the independent registered
                                                                public accounting firm for
                                                                the fiscal year ending
                                                                December 31, 2006

Vornado Realty Trust             VNO     929042109    5/18/06   1. Elect three directors:      Issuer       Yes    For       For
                                                                  1.  Steven Roth,
                                                                  2. Michael D. Fascitelli and
                                                                  3. Russell B. Wight, Jr.

                                                                2. Approve full allotment      Security     Yes    Against   For
                                                                of shares available under       Holder
                                                                the 2002 Omnibus Share Plan

                                                                3. Ratify the selection of     Issuer       Yes    For       For
                                                                Deloitte & Touche as
                                                                independent auditors



CGM Trust - File No. 811-82

CGM Focus Fund



                                                                                              Proposed
                                                                                                 By
                                                                                               Issuer                         For
                                                                                                 or        Was                or
                                                        Meeting       Matter                  Security     Vote    Actual   Against
      Issuer                     Ticker      CUSIP       Date        Voted On                  Holder      Cast?    Vote      Mgt.
      ------                     ------      -----       ----        --------                  ------      -----    ----      ----
                                                                                                     

Advanced Micro Devices, Inc.     AMD     007903107    5/5/06    1. Elect seven directors:      Issuer       Yes    For       For
                                                                  1. Hector De. J. Ruiz,
                                                                  2. W. Michael Barnes,
                                                                  3. Bruce L. Claflin
                                                                  4. H. Paulett Eberhart,
                                                                  5. Robert B. Palmer,
                                                                  6. Leonard M. Silverman and
                                                                  7. Morton L. Topper

                                                                2. Ratify the appointment      Issuer       Yes    For       For
                                                                of Ernst & Young LLP as the
                                                                firm's independent
                                                                registered public
                                                                accounting firm for the
                                                                current fiscal year

                                                                3. Approve Amendments to       Issuer       Yes    Against   Against
                                                                the 2004 Equity Incentive
                                                                Plan

                                                                4. Approve Amendment to the    Issuer       Yes    Against   Against
                                                                2000 Employee Stock
                                                                Purchase Plan

                                                                5. Approve the 2006            Issuer       Yes    For       For
                                                                Executive Incentive Plan

Anadarko Petroleum Corporation   APC     032511107    5/11/06   1. Elect 2 directors:          Issuer       Yes    For       For
                                                                   Robert J. Allison, Jr. and
                                                                   John W. Poduska, Sr.

                                                                2. Approve amendment to        Issuer       Yes    For       For
                                                                Restated Certificate of
                                                                Incorporation

                                                                3. Ratify the appointment      Issuer       Yes    For       For
                                                                of KPMG LLP as the
                                                                Company's independent
                                                                auditor for 2006

Autodesk, Inc.                   ADSK     052769106   11/10/05  1. Proposal to approve the     Issuer       Yes    Against   Against
                                                                adoption of the Autodesk
                                                                2006 Employee Stock Plan
                                                                and the reservation of
                                                                9,650,000 shares of
                                                                Autodesk common stock, plus
                                                                a number of additional
                                                                shares equal to that number
                                                                of shares cancelled on
                                                                expiration of the 1996
                                                                Stock Plan (not to exceed
                                                                4,340,000 shares), for
                                                                issuance thereunder

                                                                2. Proposal to approve         Issuer       Yes    Against   Against
                                                                amendments to Autodesk's
                                                                2000 Directors' O ption
                                                                Plan to increase the number
                                                                of shares reserved for
                                                                issuance thereunder by
                                                                750,000 shares, to provide
                                                                that all options granted
                                                                under the 2000 Director's
                                                                Option Plan will have a
                                                                maximum term of six years

Baker Hughes Incorporated        BHI     057224107    4/27/06   1. Elect 11 directors:         Issuer       Yes    For       For
                                                                  1. Larry D. Brady,
                                                                  2. Clarence P. Cazalot, Jr.,
                                                                  3. Chad C. Deaton,
                                                                  4. Edward P. Djerejian,
                                                                  5. Anthony G. Fernandes,
                                                                  6. Claire W. Gargalli,
                                                                  7. James A. Lash,
                                                                  8. James F. McCall,
                                                                  9. J. Larry Nichols,
                                                                 10. H. John Riley, Jr. and
                                                                 11. Charles L. Watson

                                                                2. Ratify Deloitte & Touche    Issuer       Yes    For       For
                                                                as the company's
                                                                independent auditor for
                                                                fiscal year 2006

                                                                3. Proposal to approve         Issuer       Yes    For       For
                                                                performance criteria for
                                                                awards under the Annual
                                                                Incentive Compensation Plan

                                                                4. Stockholder Proposal No.    Security     Yes    Against   For
                                                                1 regarding voting under        Holder
                                                                the company's Delaware
                                                                charter

Canadian Natural Resources
Limited                          CNQ     136385101    5/4/06    1. Elect 11 directors:         Issuer       Yes    For       For
                                                                  1. Catherine M. Best,
                                                                  2. N. Murray Edwards,
                                                                  3. Honourable Gary A. Filmon,
                                                                  4. Ambassador Gordon D.
                                                                     Giffin,
                                                                  5. John G. Langille,
                                                                  6. Keith A. J. MacPhail,
                                                                  7. Allan P. Markin,
                                                                  8. Norman F. McIntyre,
                                                                  9. James S. Palmer,
                                                                 10. Eldon R. Smith and
                                                                 11. David A.Tuer

                                                                2. Appoint                     Issuer       Yes    For       For
                                                                PricewaterhouseCoopers LLP,
                                                                chartered accountants,
                                                                Calgary, Alberta, as
                                                                auditors of the corporation
                                                                for the ensuing year and
                                                                authorize the Audit
                                                                Committee of the Board of
                                                                Directors of the
                                                                Corporation to fix their
                                                                remuneration

Embraer-Empresa Brasileira       ERJ     29081M102    3/31/06   1. Appoint companies           Issuer       No
                                                                responsible for the
                                                                preparation of the
                                                                valuation reports of the
                                                                company and of Rio Han

                                                                2. Approve valuation           Issuer       No
                                                                reports prepared by
                                                                companies referred to in
                                                                Item 1

                                                                3. Approve protocol and        Issuer       No
                                                                justification of merger of
                                                                Embraer with and into Rio
                                                                Han

                                                                4. Approve merger of the       Issuer       No
                                                                company with and into Rio
                                                                Han

Halliburton Company              HAL     406216101    5/17/06   1. Elect 11 directors:         Issuer       Yes    For       For
                                                                  1. A. M. Bennett,
                                                                  2. J. R. Boyd,
                                                                  3. R. L Crandall,
                                                                  4. K. T. Derr,
                                                                  5. S. M. Gillis,
                                                                  6. W. R. Howell,
                                                                  7. R. L. Hunt,
                                                                  8. D. J. Lesar,
                                                                  9 .J. L. Martin,
                                                                 10. J. A.  Precourt and
                                                                 11. D. L. Reed

                                                                2. Ratify the selection of     Issuer       Yes    For       For
                                                                KPMG LLP as independent
                                                                accountants to examine the
                                                                financial statements and
                                                                books and records of
                                                                Halliburton for 2006

                                                                3. Approve a proposal to       Issuer       Yes    For       For
                                                                amend Article FOURTH of the
                                                                Certificate on
                                                                Incorporation to increase
                                                                the authorized common stock
                                                                of Halliburton from
                                                                1,000,000,000 to
                                                                2,000,000,000 shares

                                                                4. Approve proposal to         Issuer       Yes    For       For
                                                                approve the Board of
                                                                Directors' policy on future
                                                                severance agreements for
                                                                executive officers of
                                                                Halliburton

                                                                5. Approve stockholder         Security     Yes    Against   For
                                                                proposal regarding human        Holder
                                                                rights review

                                                                6. Approve stockholder         Security     Yes    Against   For
                                                                proposal regarding director     Holder
                                                                election vote threshold

                                                                7. Approve stockholder         Security     Yes    Against   For
                                                                proposal on poison pill         Holder

Mittal Steel Company N.V.        MT      60684P101    5/9/06    2. Approve the mixed cash      Issuer       Yes    For       For
                                                                and exchange offer for the
                                                                issued and outstanding
                                                                share capital and equity
                                                                securities of Arcelor S.A.
                                                                pursuant to article 2:107a
                                                                Dutch Civil Code

                                                                3. Reduce the Company's        Issuer       Yes    For       For
                                                                current issued share
                                                                capital, such reduction
                                                                being conditional upon
                                                                closing of the Offer and
                                                                the exchange of newly
                                                                issued Class A shares for
                                                                certain Arcelor securities
                                                                pursuant thereto, and with
                                                                effect from the date of
                                                                amendment of the Company's
                                                                Articles of Association
                                                                referred to in agenda item
                                                                4, by reducing the nominal
                                                                value of each Class B share
                                                                from EUR 0.10 per share to
                                                                EUR 0.02 per share, without
                                                                repayment of the difference
                                                                of EUR 0.08 per share to
                                                                the holders of Class B sha

                                                                4. Amend the Company's         Issuer       Yes    For       For
                                                                Articles of Association.
                                                                Such amendment being
                                                                conditional upon completion
                                                                of the Offer, and to
                                                                authorise each member of
                                                                the Managing Board as well
                                                                as each lawyer and
                                                                paralegal practicing with
                                                                NautaDutilh N.V. to
                                                                implement the amendment of
                                                                the Company's Articles of
                                                                Association

                                                                5a. Extend the authority of    Issuer       Yes    For       For
                                                                the Managing Board for a
                                                                period of one year (until
                                                                the Annual Meeting to be
                                                                held in 2007) to issue
                                                                and/or grant rights to
                                                                subscribe to shares with
                                                                respect to such number of
                                                                Class A shares to be issued
                                                                pursuant to the Offer, such
                                                                issuance being conditional
                                                                upon closing the Offer

                                                                5b. Extend the authority of    Issuer       Yes    For       For
                                                                the Managing Board for a
                                                                period of one (1) year
                                                                (until the Annual Meeting
                                                                to be held in 2007) to
                                                                issue and/or grant rights
                                                                to subscribe to shares with
                                                                respect to ten percent of
                                                                the unissued Class A shares
                                                                in which the authorised
                                                                share capital is divided
                                                                into at the time the
                                                                resolution to issue and/or
                                                                grant rights to subscribe
                                                                for shares will be taken by
                                                                the Managing Board

                                                                7. Adopt the annual            Issuer       Yes    For       For
                                                                accounts for fiscal 2005

                                                                9. Continue to pay a           Issuer       Yes    For       For
                                                                quarterly dividend of US
                                                                $0.125 per share, subject
                                                                to final determination by
                                                                the Managing Board

                                                                10. Approve the management     Issuer       Yes    For       For
                                                                performed by the Directors
                                                                "A" of the Managing Board
                                                                during fiscal 2005,
                                                                including discharge of the
                                                                Directors "A" of the
                                                                Managing Board from
                                                                liability in respect of the
                                                                exercise of their duties
                                                                during fiscal 2005

                                                                11. Approve the management     Issuer       Yes    For       For
                                                                performed by the Directors
                                                                "C" of the Managing Board
                                                                during fiscal 2005,
                                                                including discharge of the
                                                                Directors "C" of the
                                                                Managing Board from
                                                                liability in respect of the
                                                                exercise of their duties
                                                                during fiscal 2005

                                                                12. Approve proposal by the    Issuer       Yes    For       For
                                                                holders of the class B
                                                                shares (in compliance with
                                                                Article 18.4 of the
                                                                Company's Articles of
                                                                Association) to re-appoint
                                                                Messrs. Andres Rozental,
                                                                Narayanan Vaghul, Muni
                                                                Krishna T. Reddy and Rene
                                                                Gerard Lopez, Lewis B.
                                                                Kaden and Wilbur Louis Ross
                                                                as Directors "C", all for a
                                                                one year term ending on the
                                                                date of the Annual Meeting
                                                                to be held in 2007

                                                                13. Designate Mrs. Usha        Issuer       Yes    For       For
                                                                Mittal as the person
                                                                referred to in Article 23
                                                                of the Company's Articles
                                                                of Association

                                                                14. Re-appoint Deloitte        Issuer       Yes    For       For
                                                                Accountants as the
                                                                registered accountants of
                                                                the Company

                                                                15. Designate the Managing     Issuer       Yes    For       For
                                                                Board as authorised
                                                                corporate body (organ) to
                                                                repurchase Class A shares
                                                                in the capital of the
                                                                Company until 8 November
                                                                2007

                                                                16. Amend the Company's        Issuer       Yes    For       For
                                                                Stock Option Plan to
                                                                increase the number of
                                                                shares of common stock
                                                                available for awards
                                                                granted under the plan to
                                                                20,000,000 Class A shares

                                                                17. Extend the authority of    Issuer       Yes    For       For
                                                                the Managing Board for
                                                                period of one year until
                                                                the Annual Meeting to be
                                                                held in 2007 to limit of
                                                                execute the pre-emptive
                                                                rights to Class A Shares in
                                                                the capital of the company

Mittal Steel Company N.V.        MT      60684P101    6/30/06   2. Approve the mixed cash      Issuer       Yes    For       For
                                                                and exchange offer for the
                                                                issued and outstanding
                                                                share capital and equity
                                                                securities of Arcelor A. S.

                                                                3. Approve proposal to         Issuer       Yes    For       For
                                                                reduce the company's
                                                                current issued share
                                                                capital such reduction with
                                                                effect from the date of
                                                                amendment of the company's
                                                                Articles of Association

                                                                4. Approve proposal to         Issuer       Yes    For       For
                                                                amend the company's
                                                                Articles of Association and
                                                                to authorize each member of
                                                                the managing board as well
                                                                as each lawyer and
                                                                paralegal practicing with
                                                                Nautaduthilh N.V. to
                                                                implement the amendment of
                                                                the company's Articles of
                                                                Association

                                                                5. Approve proposal to         Issuer       Yes    For       For
                                                                extend the authority of the
                                                                managing board for a period
                                                                of one year to issue and/or
                                                                grant rights to subscribe
                                                                for shares with respect to
                                                                such number of class A
                                                                shares to be issued
                                                                pursuant to the officer,
                                                                such issuance being
                                                                conditional upon closing of
                                                                the offer.

                                                                6. Approve proposal by the     Issuer       Yes    For       For
                                                                managing board to appoint
                                                                Mr. Francois H. Pinault as
                                                                Director "C", for a one
                                                                year term ending on the
                                                                date of the annual general
                                                                meeting of shareholders to
                                                                be held in 2007

Nabors Industries Ltd.           NBR     G6359F103    3/30/06   1. Approve an amendment to     Issuer       Yes    For       For
                                                                the Amended and Restated
                                                                Bye-Laws to increase the
                                                                total number of shares of
                                                                common stock

Newmont Mining Corporation       NEM     651639106    4/25/06   1. Elect 14 directors:         Issuer       Yes    For       For
                                                                  1. G. A. Barton,
                                                                  2. V. A.Calarco,
                                                                  3. N. Doyle,
                                                                  4. V. M. Hagen,
                                                                  5. M. S. Hamson,
                                                                  6. L. I. Higdon, Jr.,
                                                                  7. P. Lassonde,
                                                                  8. R. J. Miller,
                                                                  9. W. W. Murdy,
                                                                 10. R. A. Plumbridge,
                                                                 11. J. B. Prescott,
                                                                 12. D. C. Roth,
                                                                 13. S. Schulich and
                                                                 14. J. V. Taranik

                                                                2. Ratify the appointment      Issuer       Yes    For       For
                                                                of PricewaterhouseCoopers
                                                                LLP as independent auditors
                                                                for 2006

                                                                3. Approve stockholder         Security     Yes    Against   For
                                                                proposal regarding              Holder
                                                                independent board chairman

Nucor Corporation                NUE     670346105    5/11/06   1. Elect two directors:        Issuer       Yes    For       For
                                                                   Clayton C. Daley and
                                                                   Harvey B. Gantt

                                                                2. Ratify the appointment      Issuer       Yes    For       For
                                                                of PricewaterhouseCoopers
                                                                LLP as Nucor's independent
                                                                registered public
                                                                accounting firm for the
                                                                year ending December 31,
                                                                2006

                                                                3. Approve the amendment to    Issuer       Yes    For       For
                                                                Nucor's Restated
                                                                Certificate of
                                                                Incorporation increasing
                                                                its authorized common stock
                                                                from 400,000,000 shares to
                                                                800,000,000 shares

                                                                4. Approve stockholder         Security     Yes    Against   For
                                                                proposal regarding director     Holder
                                                                election majority vote
                                                                standard

Occidental Petroleum Corporation OXY     674599105    5/5/06    1. Elect 12 directors: 1.      Issuer       Yes    For       For
                                                                  1. Spencer Abraham,
                                                                  2. Ronald W. Burkle,
                                                                  3. John S. Chalsty,
                                                                  4. Edward P. Djerejian,
                                                                  5. R. Chad Dreier,
                                                                  6. John E. Feick,
                                                                  7. Ray R. Irani,
                                                                  8. Irvin W. Maloney,
                                                                  9. Rodolfo Segovia,
                                                                 10. Aziz D. Syriani,
                                                                 11. Rosemary Tomich and
                                                                 12. Walter L. Weisman

                                                                2. Ratify the selection of     Issuer       Yes    For       For
                                                                KPMG as independent
                                                                auditors

                                                                3. Approve increase in         Issuer       Yes    For       For
                                                                Authorized Capital Stock

                                                                4. Approve stockholder         Security     Yes    Against   For
                                                                proposal regarding limit on     Holder
                                                                executive compensation

                                                                5. Approve stockholder         Security     Yes    Against   For
                                                                proposal on scientific          Holder
                                                                report on global
                                                                warming/cooling

                                                                6 Approve stockholder          Security     Yes    Against   For
                                                                proposal regarding election     Holder
                                                                of directors by majority
                                                                vote

Open Joint Stock Co
Vimpel-Communication             VIP     68370R109    4/24/06   1. Approve amendments to       Issuer       Yes    For       For
                                                                the Charter of Vimpelcom


Petro-Canada                     PCZ     71644E102    4/25/06   1. Elect 12 directors:         Issuer       Yes    For       For
                                                                  1. Ron A. Brenneman,
                                                                  2. Angus A. Bruneau,
                                                                  3. Gail Cook-Bennett,
                                                                  4. Richard J. Currie,
                                                                  5. Claude Fontaine,
                                                                  6. Paul Haseldonckx,
                                                                  7. Thomas E. Kierans,
                                                                  8. Brian F. MacNeill,
                                                                  9. Maureen McCaw,
                                                                 10. Paul D. Melnuk,
                                                                 11. Guylaine Saucier and
                                                                 12. James W. Simpson

                                                                2. Ratify the appointment      Issuer       Yes    For       For
                                                                of Deloitte & Touche LLP as
                                                                auditors of the company

Petroleo Brasileiro S. A.        PBR     71654V408    5/22/06   1. Approve the "Protocol       Issuer       Yes    For       For
                                                                and Justification of the
                                                                Incorporation of the Shares
                                                                of Petrobras Quimica S.A. -
                                                                Petroquisa by Petroleo
                                                                Brasileiro S. A. "

                                                                2. Ratify and appoint a        Issuer       Yes    For       For
                                                                specialized firm to
                                                                evaluate the shareholders
                                                                equity and book value of
                                                                Petrobras

                                                                3. Approve the valuation of    Issuer       Yes    For       For
                                                                the shareholders' equity
                                                                and book value report of
                                                                Petrobras

                                                                4. Approve the valuation of    Issuer       Yes    For       For
                                                                the shareholders equity
                                                                book value and net book
                                                                assets of Petroquisa

                                                                5. Ratify and appoint a        Issuer       Yes    For       For
                                                                specialized firm to
                                                                undertake an economic and
                                                                financial valuation of
                                                                Petrobras

                                                                6. Approve the economic and    Issuer       Yes    For       For
                                                                financial valuation of
                                                                Petrobras

                                                                7. Approve the                 Issuer       Yes    For       For
                                                                incorporation of the total
                                                                number of Petroquisa shares
                                                                held by minority
                                                                shareholders into
                                                                Petrobras' equity

                                                                8. Approve the alterations     Issuer       Yes    For       For
                                                                to Petrobras' bylaws as
                                                                provided for in the
                                                                "Protocol and Justification
                                                                of the Incorporation of the
                                                                shares of Petrobras Quimica
                                                                S. A. - Petroquisa by
                                                                Petroleo Brasileiro S. A. -
                                                                Petrobras"

                                                                9. Authorize the executive     Issuer       Yes    For       For
                                                                board to practice all the
                                                                acts needed for the
                                                                execution of the above
                                                                actions

Phelps Dodge Corporation         PD      717265102    5/26/06   1. Elect five directors:       Issuer       Yes    For       For
                                                                  1. C. Krulak,
                                                                  2. D. McCoy,
                                                                  3. W. Post,
                                                                  4. M. Richenhagen and
                                                                  5. J. Thompson

                                                                2. Approve the Phelps Dodge    Issuer       Yes    For       For
                                                                Corporation Directors 2007
                                                                Stock Unit Plan

                                                                3. Ratify the appointment      Issuer       Yes    For       For
                                                                of PricerwaterhouseCoopers
                                                                LLP as independent
                                                                accountants for the year
                                                                2006

Schlumberger Limited             SLB     806857108    4/12/06   1. Elect 12 directors:         Issuer       Yes    For       For
                                                                  1. J. Deutch,
                                                                  2. J. S. Gorelick,
                                                                  3. A. Gould,
                                                                  4. T. Isaac,
                                                                  5. A. LaJous,
                                                                  6. A. Levy-Lang,
                                                                  7. M. E. Marks,
                                                                  8. D. Primat,
                                                                  9. T. I. Sandvold,
                                                                 10. N. Seydoux,
                                                                 11. L. G. Stuntz and
                                                                 12. R. Talwar

                                                                2. Adopt and approve           Issuer       Yes    For       For
                                                                financials and dividends

                                                                3. Adopt amendment to the      Issuer       Yes    For       For
                                                                Articles of Incorporation

                                                                4. Approve amendment and       Issuer       Yes    Against   Against
                                                                restatement of the
                                                                Schlumberger 2005 Stock
                                                                Option Plan

                                                                5. Approve appointment of      Issuer       Yes    For       For
                                                                PricewaterhouseCoopers LLP
                                                                as the independent
                                                                registered public
                                                                accounting firm to audit
                                                                the accounts of the company
                                                                for 2006

Southern Copper Corporation      PCU     84265V105    4/27/06   1. Elect 13 directors:         Issuer       No
                                                                  1. Emilio Carrillo Gamboa,
                                                                  2. J. F. Collazo Gonzalez,
                                                                  3. X.G. De Quevedo Topete,
                                                                  4. Oscar Gonzalez Rocha,
                                                                  5. J. E. Gonzalez Felix,
                                                                  6. Harold S. Handelsman,
                                                                  7. German L. Mota-Velasco,
                                                                  8. Genaro L. Mota-Velasco,
                                                                  9. Armando Ortega Gomez,
                                                                 10. Juan Rebolledo Gout,
                                                                 11. Luis M Palomino Bonilla,
                                                                 12. Gilberto P. Cifuentes and
                                                                 13. Carolos Ruiz Sacristan

                                                                2A. Approve amendments to      Issuer       No
                                                                the by-laws proposing to
                                                                eliminate certain
                                                                extraneous provision
                                                                relating to the retired
                                                                series of Class A common
                                                                stock

                                                                2B. Approve amendments to      Issuer       No
                                                                the by-laws proposing to
                                                                introduce a new provision
                                                                for advance notice to
                                                                shareholders seeking to
                                                                nominate directors or to
                                                                propose other business at
                                                                annual or special meetings
                                                                of the common stockholders

                                                                2C. Approve amendments to      Issuer       No
                                                                the by-laws proposing to
                                                                substitute Grupo Mexico for
                                                                Asarco Incorporated in the
                                                                "change in control"
                                                                definition in the by-laws

                                                                2D. Approve amendments to      Issuer       No
                                                                the by-laws proposing to
                                                                eliminate the 80%
                                                                supermajority vote
                                                                requirement for certain
                                                                corporate actions

                                                                3. Approve amendments to       Issuer       No
                                                                the Amended and Restated
                                                                Certificate of
                                                                Incorporation

                                                                4. Ratify the audit            Issuer       No
                                                                committee's selection of
                                                                PricewaterhouseCoopers S.C.
                                                                as independent accountants
                                                                for 2006

Station Casinos, Inc.            STN     857689103    5/24/06   1. Elect two directors:        Issuer       Yes    For       For
                                                                   Lowell H. Lebermann, Jr.
                                                                   and
                                                                   Robert E. Lewis

                                                                2. Ratify the appointment      Issuer       Yes    For       For
                                                                of Ernst & Young LLP as the
                                                                company's independent
                                                                auditors for 2006

                                                                3. Approve shareholder         Security     Yes    Against   For
                                                                proposal requesting the         Holder
                                                                company redeem the
                                                                Company's Rights Agreement

Suncor Energy, Inc.              SU      867229106    4/26/06   1. Elect 11 directors:         Issuer       Yes    For       For
                                                                  1. Mel E. Benson,
                                                                  2. Brian A. Canfield,
                                                                  3. Bryan P. Davies,
                                                                  4. Brian A. Felesky,
                                                                  5. John T. Ferguson,
                                                                  6. W. Douglas Ford,
                                                                  7. Richard L. George,
                                                                  8. John R. Huff,
                                                                  9. M. Ann McCaig,
                                                                 10. Michael W. O'Brien and
                                                                 11. J. R. Shaw

                                                                2. Re-appoint                  Issuer       Yes    For       For
                                                                PricewaterhouseCoopers LLP
                                                                as auditor of the
                                                                corporation for the ensuing
                                                                year

Tenaris, S.A.                    TS      88031M109    6/7/06    A1. Approve the Board of       Issuer       Yes    For       For
                                                                Directors' and Independent
                                                                Auditor's reports on the
                                                                Consolidated Financial
                                                                States

                                                                A2. Approve the Board of       Issuer       Yes    For       For
                                                                Directors' and Independent
                                                                Auditor's reports on the
                                                                Unconsolidated Annual
                                                                Accounts

                                                                A3. Allocate the results       Issuer       Yes    For       For
                                                                and approve the dividend
                                                                payment

                                                                A4. Discharge to the           Issuer       Yes    For       For
                                                                Members of the Board of
                                                                Directors

                                                                A5. Elect Board of             Issuer       Yes    For       For
                                                                Directors' members

                                                                A6. Authorize the Board of     Issuer       Yes    For       For
                                                                Directors to delegate the
                                                                day-to-day management of
                                                                the company's business and
                                                                the power to represent the
                                                                company as "Administrateur
                                                                Delegue" (Chief Executive
                                                                Officer) to Mr. Paolo Rocca

                                                                A7. Authorize the Board of     Issuer       Yes    For       For
                                                                Directors to appoint any or
                                                                all of its members as the
                                                                company's attorney-in-fact

                                                                A8. Authorize the Board of     Issuer       Yes    For       For
                                                                Directors to cause the
                                                                distribution of all
                                                                shareholder communications

                                                                A9. Approve Board of           Issuer       Yes    For       For
                                                                Directors' compensation

                                                                A10. Appoint                   Issuer       Yes    For       For
                                                                PricewaterhouseCoopers as
                                                                independent auditors and
                                                                approve their fees

                                                                E1. Amend Article 11 of the    Issuer       Yes    For       For
                                                                Articles of Association

Union Pacific Corporation        UNP     907818108    5/4/06    1. Elect nine directors:       Issuer       Yes    For       For
                                                                  1. R. K. Davidson,
                                                                  2. E. B. Davis,
                                                                  3. T. J. Donohue,
                                                                  4. A. W. Dunham,
                                                                  5. J. R. Hope,
                                                                  6. C. C. Krulak,
                                                                  7. M. W. McConnell,
                                                                  8. S. R. Rogel and
                                                                  9. J. R. Young

                                                                2. Appoint Deloitte &          Issuer       Yes    For       For
                                                                Touche as the independent
                                                                registered public
                                                                accounting firm

                                                                3. Shareholder proposal        Security     Yes    Against   For
                                                                regarding majority voting       Holder

                                                                4. Shareholder proposal        Security     Yes    Against   For
                                                                regarding political             Holder
                                                                contributions

                                                                5. Shareholder proposal        Security     Yes    Against   For
                                                                regarding an independent        Holder
                                                                chairman



                                   SIGNATURES

                          [See General Instruction F]

     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) CGM TRUST
             ------------------------------------------------------------------

By (Signature and Title)* Robert L. Kemp, President
                          -----------------------------------------------------

Date  8/28/06
     --------------------------------------------------------------------------

* Print the name and title of each signing officer under his or her signature.