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:  333-16157

WESMARK FUNDS
- -------------------------------------------------------------------------------
Exact name of registrant as specified in charter)

5800 Corporate Drive
Pittsburgh, PA  15237-7010

(Address of principal executive offices)

Todd P. Zerega, Secretary
Federated Investors Tower
Pittsburgh, PA  15222-3779
- -------------------------------------------------------------------------------
(Name and address of agent for service)


Registrant's telephone number, including area code:  412-288-1900

Date of Fiscal year-end:  1/31

Date of reporting period: 7/1/2005 - 6/30/2006

Item 1.  Proxy Voting Record






WESMARK GROWTH FUND     FOR THE PERIOD JULY 1, 2005 - JUNE 30, 2006
COMPANY         TICKER CUSIP     MEETING    AGENDA ITEM                                            PROPONENT VOTE  FUND     FOR OR
                                 DATE                                                                        CAST  VOTE     AGAINST
                                                                                                                            MGMT
                                                                                                    
3M CO           MMM    88579Y101 05/09/2006 Elect Director Linda G. Alvarado                       Mgmt      Yes   For      For
                                            Elect Director Edward M. Liddy                         Mgmt      Yes   For      For
                                            Elect Director Robert S. Morrison                      Mgmt      Yes   For      For
                                            Elect Director Aulana L. Peters                        Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
                                            Declassify the Board of Directors                      Mgmt      Yes   For      For
                                            Performance-Based                                      ShrHoldr  Yes   For      Against
                                            Adopt Animal Welfare Policy                            ShrHoldr  Yes   Against  For
                                            Implement China Principles                             ShrHoldr  Yes   Against  For
AMGEN, INC.     AMGN    31162100 05/10/2006 Elect Director Frederick W. Gluck                      Mgmt      Yes   For      For
                                            Elect Director J. Paul Reason                          Mgmt      Yes   For      For
                                            Elect Director Donald B. Rice                          Mgmt      Yes   For      For
                                            Elect Director Leonard D. Schaeffer                    Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
                                            Stock Retention                                        ShrHoldr  Yes   For      Against
                                            Link Executive Compensation to Social Issues           ShrHoldr  Yes   Against  For
                                            Submit Shareholder Rights Plan (Poison Pill) to        ShrHoldr  Yes   For      Against
                                            Shareholder Vote
                                            Develop an Animal Welfare Policy                       ShrHoldr  Yes   Against  For
                                            Require a Majority Vote for the Election of Directors  ShrHoldr  Yes   For      Against
                                            Report on Political Contributions                      ShrHoldr  Yes   For      For
ANHEUSER-BUSCH  BUD     35229103 04/26/2006 Elect Director James J. Forese                         Mgmt      Yes   For      For
COMPANIES, INC.
                                            Elect Director Vernon R. Loucks, Jr.                   Mgmt      Yes   For      For
                                            Elect Director Vilma S. Martinez                       Mgmt      Yes   For      For
                                            Elect Director William Porter Payne                    Mgmt      Yes   For      For
                                            Elect Director Edward E. Whitacre, Jr.                 Mgmt      Yes   For      For
                                            Declassify the Board of Directors                      Mgmt      Yes   For      For
                                            Approve Non-Employee Director Restricted Stock Plan    Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
APPLIED         AMAT    38222105 03/22/2006 Elect Director Michael H. Armacost                     Mgmt      Yes   For      For
MATERIALS, INC.
                                            Elect Director Deborah A. Coleman                      Mgmt      Yes   For      For
                                            Elect Director Philip V. Gerdine                       Mgmt      Yes   For      For
                                            Elect Director Thomas J. Iannotti                      Mgmt      Yes   For      For
                                            Elect Director Charles Y.S. Liu                        Mgmt      Yes   For      For
                                            Elect Director James C. Morgan                         Mgmt      Yes   For      For
                                            Elect Director Gerhard H. Parker                       Mgmt      Yes   For      For
                                            Elect Director Willem P. Roelandts                     Mgmt      Yes   For      For
                                            Elect Director Michael R. Splinter                     Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
BASF AG                 55262505 05/04/2006 Meeting for Holders of ADRs
                                            ADOPTION OF A RESOLUTION ON THE APPROPRIATION OF       Mgmt      Yes   For      For
                                            PROFIT
                                            ADOPTION OF A RESOLUTION GIVING FORMAL APPROVAL TO THE Mgmt      Yes   For      For
                                            ACTIONS OF THE SUPERVISORY BOARD
                                            ADOPTION OF A RESOLUTION GIVING FORMAL APPROVAL TO THE Mgmt      Yes   For      For
                                            ACTIONS OF THE BOARD OF EXECUTIVE DIRECTORS
                                            ELECTION OF AN AUDITOR FOR THE FINANCIAL YEAR 2006     Mgmt      Yes   For      For
                                            AUTHORIZATION TO BUY BACK SHARES AND TO PUT THEM TO    Mgmt      Yes   For      For
                                            FURTHER USE INCLUDING THE AUTHORIZATION TO REDEEM
                                            BOUGHT-BACK SHARES AND REDUCE CAPITAL
                                            AUTHORIZATION TO ACQUIRE OWN SHARES USING DERIVATIVE   Mgmt      Yes   For      For
                                            FINANCIAL INSTRUMENTS
                                            AMENDMENT OF ARTICLES 8, 12 AND 16 OF THE ARTICLES OF  Mgmt      Yes   Against  Against
                                            ASSOCIATION
BP PLC  (FORM.          55622104 04/20/2006 Meeting for Holders of ADRs
BP AMOCO PLC )
                                            TO RECEIVE THE DIRECTORS  ANNUAL REPORT AND THE        Mgmt      Yes   For      For
                                            ACCOUNTS
                                            TO APPROVE THE DIRECTORS  REMUNERATION REPORT          Mgmt      Yes   For      For
                                            Elect  Director Dr D C Allen                           Mgmt      Yes   For      For
                                            Elect  Director Lord Browne                            Mgmt      Yes   For      For
                                            Elect  Director Mr J H  Bryan                          Mgmt      Yes   For      For
                                            Elect  Director Mr A  Burgmans                         Mgmt      Yes   For      For
                                            Elect  Director Mr I C  Conn                           Mgmt      Yes   For      For
                                            Elect  Director Mr E B  Davis, Jr                      Mgmt      Yes   For      For
                                            Elect  Director Mr D J  Flint                          Mgmt      Yes   For      For
                                            Elect  Director Dr B E  Grote                          Mgmt      Yes   For      For
                                            Elect  Director Dr A B  Hayward                        Mgmt      Yes   For      For
                                            Elect  Director Dr D S  Julius                         Mgmt      Yes   For      For
                                            Elect  Director Sir Tom Mckillop                       Mgmt      Yes   For      For
                                            Elect  Director Mr J A  Manzoni                        Mgmt      Yes   For      For
                                            Elect  Director Dr W E  Massey                         Mgmt      Yes   For      For
                                            Elect  Director Sir Ian Prosser                        Mgmt      Yes   For      For
                                            Elect  Director Mr M H Wilson                          Mgmt      Yes   For      For
                                            Elect  Director Mr P D Sutherland                      Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
                                            SPECIAL RESOLUTION: TO GIVE LIMITED AUTHORITY FOR THE  Mgmt      Yes   For      For
                                            PURCHASE OF ITS OWN SHARES BY THE COMPANY
                                            TO GIVE AUTHORITY TO ALLOT SHARES UP TO A SPECIFIED    Mgmt      Yes   For      For
                                            AMOUNT
                                            SPECIAL RESOLUTION: TO GIVE AUTHORITY TO ALLOT A       Mgmt      Yes   For      For
                                            LIMITED NUMBER OF SHARES FOR CASH WITHOUT MAKING AN
                                            OFFER TO SHAREHOLDERS
BRUNSWICK CORP. BC     117043109 05/03/2006 Elect Director Michael J. Callahan                     Mgmt      Yes   For      For
                                            Elect Director Manuel A. Fernandez                     Mgmt      Yes   For      For
                                            Elect Director Peter B. Hamilton                       Mgmt      Yes   For      For
                                            Elect Director Roger W. Schipke                        Mgmt      Yes   For      For
                                            Amend Omnibus Stock Plan                               Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
CATERPILLAR     CAT    149123101 06/14/2006 Elect Director David R. Goode                          Mgmt      Yes   For      For
INC.
                                            Elect Director James W. Owens                          Mgmt      Yes   For      For
                                            Elect Director Charles D. Powell                       Mgmt      Yes   For      For
                                            Elect Director Joshua I. Smith                         Mgmt      Yes   For      For
                                            Increase Authorized Common Stock                       Mgmt      Yes   For      For
                                            Approve Omnibus Stock Plan                             Mgmt      Yes   Against  Against
                                            Approve Executive Incentive Bonus Plan                 Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
                                            Declassify the Board of Directors                      ShrHoldr  Yes   For      Against
                                            Separate Chairman and CEO Positions                    ShrHoldr  Yes   For      Against
                                            Require a Majority Vote for the Election of Directors  ShrHoldr  Yes   For      Against
CHECK POINT     CHKP   M22465104 09/27/2005 Meeting for Holders of ADRs
SOFTWARE
TECHNOLOGIES
INC
                                            ELECTION OF DIRECTORS (OTHER THAN OUTSIDE DIRECTORS):  Mgmt      Yes   For      For
                                            GIL SHWED, MARIUS NACHT, JERRY UNGERMAN, DAVID RUBNER,
                                            TAL SHAVIT.
                                            TO RATIFY THE APPOINTMENT AND COMPENSATION OF CHECK    Mgmt      Yes   For      For
                                            POINT S INDEPENDENT PUBLIC ACCOUNTANTS.
                                            TO RATIFY AND APPROVE CHECK POINT S NEW EQUITY         Mgmt      Yes   Against  For
                                            INCENTIVE PLANS.
                                            TO RATIFY AND APPROVE AN EXTENSION OF CHECK POINT S    Mgmt      Yes   For      For
                                            1996 EMPLOYEE STOCK PURCHASE PLAN.
                                            TO AMEND CHECK POINT S ARTICLES OF ASSOCIATION         Mgmt      Yes   For      For
                                            REGARDING INSURANCE, INDEMNIFICATION AND EXCULPATION.
                                            TO APPROVE CORRESPONDING AMENDMENTS TO THE             Mgmt      Yes   For      For
                                            INDEMNIFICATION AGREEMENTS WITH EACH OF CHECK POINT S
                                            DIRECTORS.
                                            TO AMEND CHECK POINT S ARTICLES OF ASSOCIATION         Mgmt      Yes   For      For
                                            REGARDING DISTRIBUTION OF ANNUAL FINANCIAL STATEMENTS.
                                            TO APPROVE COMPENSATION TO CERTAIN EXECUTIVE OFFICERS  Mgmt      Yes   Against  For
                                            WHO ARE ALSO BOARD MEMBERS.
                                            TO APPROVE CASH COMPENSATION OF CHECK POINT S          Mgmt      Yes   For      For
                                            DIRECTORS WHO ARE NOT EMPLOYEES.
CISCO SYSTEMS,  CSCO   17275R102 11/15/2005 Elect  Director Carol A. Bartz                         Mgmt      Yes   For      For
INC.
                                            Elect  Director M. Michele Burns                       Mgmt      Yes   For      For
                                            Elect  Director Larry R. Carter                        Mgmt      Yes   For      For
                                            Elect  Director John T. Chambers                       Mgmt      Yes   For      For
                                            Elect  Director Dr. John L. Hennessy                   Mgmt      Yes   For      For
                                            Elect  Director Richard M. Kovacevich                  Mgmt      Yes   For      For
                                            Elect  Director Roderick C. McGeary                    Mgmt      Yes   For      For
                                            Elect  Director James C. Morgan                        Mgmt      Yes   For      For
                                            Elect  Director John P. Morgridge                      Mgmt      Yes   For      For
                                            Elect  Director Steven M. West                         Mgmt      Yes   For      For
                                            Elect  Director Jerry Yang                             Mgmt      Yes   For      For
                                            Approve Stock Option Plan                              Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
                                            Review/Limit Executive Compensation                    ShrHoldr  Yes   For      Against
                                            Report on Pay Disparity                                ShrHoldr  Yes   Against  For
                                            Report on Human Rights Policy                          ShrHoldr  Yes   Against  For
COMCAST CORP.   CMCSA  20030N101 05/18/2006 Elect Director Brian L. Roberts                        Mgmt      Yes   For      For
                                            Elect Director Ralph J. Roberts                        Mgmt      Yes   For      For
                                            Elect Director S. Decker Anstrom                       Mgmt      Yes   For      For
                                            Elect Director Kenneth J. Bacon                        Mgmt      Yes   For      For
                                            Elect Director Sheldon M. Bonovitz                     Mgmt      Yes   For      For
                                            Elect Director Edward D. Breen                         Mgmt      Yes   For      For
                                            Elect Director Julian A. Brodsky                       Mgmt      Yes   For      For
                                            Elect Director Joseph J. Collins                       Mgmt      Yes   For      For
                                            Elect Director J. Michael Cook                         Mgmt      Yes   For      For
                                            Elect Director Jeffrey A. Honickman                    Mgmt      Yes   For      For
                                            Elect Director Judith Rodin                            Mgmt      Yes   For      For
                                            Elect Director Michael I. Sovern                       Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
                                            Amend Qualified Employee Stock Purchase Plan           Mgmt      Yes   For      For
                                            Amend Restricted Stock Plan                            Mgmt      Yes   For      For
                                            Approve Executive Incentive Bonus Plan                 Mgmt      Yes   For      For
                                            Put Repricing of Stock Options to Shareholder Vote     ShrHoldr  Yes   Against  For
                                            Separate Chairman and CEO Positions                    ShrHoldr  Yes   For      Against
                                            Limit Executive Compensation                           ShrHoldr  Yes   Against  For
                                            Company-Specific-Adopt Recapitalization Plan           ShrHoldr  Yes   For      Against
                                            Establish Other Board Committee                        ShrHoldr  Yes   For      Against
CONOCOPHILLIPS  COP    20825C104 05/10/2006 Elect Director Richard L. Armitage                     Mgmt      Yes   For      For
                                            Elect Director Richard H. Auchinleck                   Mgmt      Yes   For      For
                                            Elect Director Harald J. Norvik                        Mgmt      Yes   For      For
                                            Elect Director William K. Reilly                       Mgmt      Yes   For      For
                                            Elect Director Victoria J. Tschinkel                   Mgmt      Yes   For      For
                                            Elect Director Kathryn C. Turner                       Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
                                            Report Damage Resulting From Drilling Inside the       ShrHoldr  Yes   For      Against
                                            National Petroleum Reserve
                                            Require a Majority Vote for the Election of Directors  ShrHoldr  Yes   For      Against
                                            Submit Supplemental Executive Retirement Plans to      ShrHoldr  Yes   For      Against
                                            Shareholder vote
                                            Report Accountability for Company's Environmental      ShrHoldr  Yes   Against  For
                                            Impacts due to Operation
                                            Non-Employee Director Compensation                     ShrHoldr  Yes   Against  For
CONSTELLATION   STZ.B  21036P108 07/28/2005 Elect  Director George Bresler                         Mgmt      Yes   Withhold Against
BRANDS, INC.
                                            Elect  Director Jeananne K. Hauswald                   Mgmt      Yes   For      For
                                            Elect  Director James A. Locke III                     Mgmt      Yes   Withhold Against
                                            Elect  Director Richard Sands, Ph.D.                   Mgmt      Yes   Withhold Against
                                            Elect  Director Robert Sands                           Mgmt      Yes   Withhold Against
                                            Elect  Director Thomas C. McDermott                    Mgmt      Yes   For      For
                                            Elect  Director Paul L. Smith                          Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
                                            Increase Authorized Common Stock                       Mgmt      Yes   For      For
CVS CORPORATION CVS    126650100 05/11/2006 Elect Director W. Don Cornwell                         Mgmt      Yes   For      For
                                            Elect Director David W. Dorman                         Mgmt      Yes   For      For
                                            Elect Director Thomas P. Gerrity                       Mgmt      Yes   For      For
                                            Elect Director Marian L. Heard                         Mgmt      Yes   For      For
                                            Elect Director William H. Joyce                        Mgmt      Yes   For      For
                                            Elect Director Terrence Murray                         Mgmt      Yes   For      For
                                            Elect Director Sheli Z. Rosenberg                      Mgmt      Yes   For      For
                                            Elect Director Thomas M. Ryan                          Mgmt      Yes   For      For
                                            Elect Director Alfred J. Verrecchia                    Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
                                            Require a Majority Vote for the Election of Directors  ShrHoldr  Yes   For      Against
                                            Submit Supplemental Executive Retirement Plans to      ShrHoldr  Yes   For      Against
                                            Shareholder vote
                                            Separate Chairman and CEO Positions                    ShrHoldr  Yes   For      Against
                                            Report on Feasibility of Product Reformulation         ShrHoldr  Yes   Against  For
EBAY INC.       EBAY   278642103 06/13/2006 Elect Director William C. Ford, Jr.                    Mgmt      Yes   For      For
                                            Elect Director Dawn G. Lepore                          Mgmt      Yes   For      For
                                            Elect Director Pierre M. Omidyar                       Mgmt      Yes   For      For
                                            Elect Director Richard T. Sclosberg, III               Mgmt      Yes   For      For
                                            Amend Stock Option Plan                                Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
ELECTRONIC      ERTS   285512109 07/28/2005 Elect  Director M. Richard Asher                       Mgmt      Yes   For      For
ARTS, INC.
                                            Elect  Director Leonard S. Coleman                     Mgmt      Yes   For      For
                                            Elect  Director Gary M. Kusin                          Mgmt      Yes   For      For
                                            Elect  Director Gregory B. Maffei                      Mgmt      Yes   For      For
                                            Elect  Director Timothy Mott                           Mgmt      Yes   Withhold Against
                                            Elect  Director Vivek Paul                             Mgmt      Yes   For      For
                                            Elect  Director Robert W. Pittman                      Mgmt      Yes   For      For
                                            Elect  Director Lawrence F. Probst III                 Mgmt      Yes   For      For
                                            Elect  Director Linda J. Srere                         Mgmt      Yes   For      For
                                            Amend Omnibus Stock Plan                               Mgmt      Yes   Against  Against
                                            Amend Qualified Employee Stock Purchase Plan           Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
ENSCO           ESV    26874Q100 05/09/2006 Elect  Director Gerald W. Haddock                      Mgmt      Yes   For      For
INTERNATIONAL,
INC.
                                            Elect  Director Paul E. Rowsey, III                    Mgmt      Yes   For      For
                                            Elect  Director Carl F. Thorne                         Mgmt      Yes   For      For
                                            Elect  Director Daniel W. Rabun                        Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
FIRST DATA      FDC    319963104 05/10/2006 Elect Director Daniel P. Burnham                       Mgmt      Yes   For      For
CORP.
                                            Elect Director Jack M. Greenberg                       Mgmt      Yes   For      For
                                            Elect Director Courtney F. Jones                       Mgmt      Yes   For      For
                                            Elect Director Charles T. Russell                      Mgmt      Yes   For      For
                                            Elect Director David A. Coulter                        Mgmt      Yes   For      For
                                            Elect Director Henry C. Duques                         Mgmt      Yes   For      For
                                            Elect Director Peter B. Ellwood                        Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
FISERV, INC.    FISV   337738108 05/24/2006 Elect Director Daniel P. Kearney                       Mgmt      Yes   For      For
                                            Elect Director Jeffery W. Yabuki                       Mgmt      Yes   For      For
                                            Elect Director L. William Seidman                      Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
                                            Require a Majority Vote for the Election of Directors  ShrHoldr  Yes   For      Against
GENERAL         GE     369604103 04/26/2006 Elect Director James I. Cash, Jr.                      Mgmt      Yes   For      For
ELECTRIC CO.
                                            Elect Director Sir William M. Castell                  Mgmt      Yes   For      For
                                            Elect Director Ann M. Fudge                            Mgmt      Yes   For      For
                                            Elect Director Claudio X. Gonzalez                     Mgmt      Yes   Withhold Against
                                            Elect Director Jeffrey R. Immelt                       Mgmt      Yes   For      For
                                            Elect Director Andrea Jung                             Mgmt      Yes   For      For
                                            Elect Director Alan G. Lafley                          Mgmt      Yes   For      For
                                            Elect Director Robert W. Lane                          Mgmt      Yes   For      For
                                            Elect Director Ralph S. Larsen                         Mgmt      Yes   For      For
                                            Elect Director Rochelle B. Lazarus                     Mgmt      Yes   For      For
                                            Elect Director Sam Nunn                                Mgmt      Yes   For      For
                                            Elect Director Roger S. Penske                         Mgmt      Yes   For      For
                                            Elect Director Robert J. Swieringa                     Mgmt      Yes   For      For
                                            Elect Director Douglas A. Warner, III                  Mgmt      Yes   For      For
                                            Elect Director Robert C. Wright                        Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
                                            Restore or Provide for Cumulative Voting               ShrHoldr  Yes   Against  For
                                            Adopt Policy on Overboarded Directors                  ShrHoldr  Yes   For      Against
                                            Company-Specific -- One Director from the Ranks of the ShrHoldr  Yes   Against  For
                                            Retirees
                                            Separate Chairman and CEO Positions                    ShrHoldr  Yes   Against  For
                                            Require a Majority Vote for the Election of Directors  ShrHoldr  Yes   Against  For
                                            Report on Environmental Policies                       ShrHoldr  Yes   Against  For
GILEAD          GILD   375558103 05/10/2006 Elect Director Paul Berg                               Mgmt      Yes   For      For
SCIENCES, INC.
                                            Elect Director John F. Cogan                           Mgmt      Yes   For      For
                                            Elect Director Etienne F. Davignon                     Mgmt      Yes   For      For
                                            Elect Director James M. Denny                          Mgmt      Yes   For      For
                                            Elect Director John W. Madigan                         Mgmt      Yes   For      For
                                            Elect Director John C. Martin                          Mgmt      Yes   For      For
                                            Elect Director Gordon E. Moore                         Mgmt      Yes   For      For
                                            Elect Director Nicholas G. Moore                       Mgmt      Yes   For      For
                                            Elect Director Gayle E. Wilson                         Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
                                            Amend Omnibus Stock Plan                               Mgmt      Yes   For      For
                                            Approve Executive Incentive Bonus Plan                 Mgmt      Yes   For      For
                                            Increase Authorized Common Stock                       Mgmt      Yes   For      For
                                            Report on Impact of HIV/AIDS, TB, and Malaria          ShrHoldr  Yes   For      Against
                                            Pandemics
GOOGLE INC      GOOG   38259P508 05/11/2006 Elect Director Eric Schmidt                            Mgmt      Yes   For      For
                                            Elect Director Sergey Brin                             Mgmt      Yes   For      For
                                            Elect Director Larry Page                              Mgmt      Yes   For      For
                                            Elect Director L. John Doerr                           Mgmt      Yes   For      For
                                            Elect Director John L. Hennessy                        Mgmt      Yes   For      For
                                            Elect Director Arthur D. Levinson                      Mgmt      Yes   For      For
                                            Elect Director Ann Mather                              Mgmt      Yes   For      For
                                            Elect Director Michael Moritz                          Mgmt      Yes   For      For
                                            Elect Director Paul S. Otellini                        Mgmt      Yes   For      For
                                            Elect Director K. Ram Shriram                          Mgmt      Yes   For      For
                                            Elect Director Shirley M. Tilghman                     Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
                                            Amend Omnibus Stock Plan                               Mgmt      Yes   Against  Against
                                            Company-Specific-Recapitalization Plan                 ShrHoldr  Yes   For      Against
HILTON HOTELS   HLT    432848109 05/24/2006 Elect Director Christine Garvey                        Mgmt      Yes   For      For
CORP.
                                            Elect Director Peter M. George                         Mgmt      Yes   For      For
                                            Elect Director Barron Hilton                           Mgmt      Yes   For      For
                                            Elect Director John L. Notter                          Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
                                            Require a Majority Vote for the Election of Directors  ShrHoldr  Yes   For      Against
                                            Submit Shareholder Rights Plan (Poison Pill) to        ShrHoldr  Yes   For      Against
                                            Shareholder Vote
HOME DEPOT,     HD     437076102 05/25/2006 Elect Director Gregory D. Brenneman                    Mgmt      Yes   Withhold Against
INC. (THE)
                                            Elect Director John L. Clendenin                       Mgmt      Yes   Withhold Against
                                            Elect Director Claudio X. Gonzalez                     Mgmt      Yes   Withhold Against
                                            Elect Director Milledge A. Hart, III                   Mgmt      Yes   Withhold Against
                                            Elect Director Bonnie G. Hill                          Mgmt      Yes   Withhold Against
                                            Elect Director Laban P. Jackson, Jr.                   Mgmt      Yes   Withhold Against
                                            Elect Director Lawrence R. Johnston                    Mgmt      Yes   Withhold Against
                                            Elect Director Kenneth G. Langone                      Mgmt      Yes   Withhold Against
                                            Elect Director Angelo R. Mozilo                        Mgmt      Yes   For      For
                                            Elect Director Robert L. Nardelli                      Mgmt      Yes   Withhold Against
                                            Elect Director Thomas J. Ridge                         Mgmt      Yes   Withhold Against
                                            Ratify Auditors                                        Mgmt      Yes   For      For
                                            Increase Disclosure of Executive Compensation          ShrHoldr  Yes   For      Against
                                            Report on EEOC-Related Activities                      ShrHoldr  Yes   For      Against
                                            Separate Chairman and CEO Positions                    ShrHoldr  Yes   For      Against
                                            Require a Majority Vote for the Election of Directors  ShrHoldr  Yes   For      Against
                                            Submit Supplemental Executive Retirement Plans to      ShrHoldr  Yes   For      Against
                                            Shareholder vote
                                            Report on Political Contributions                      ShrHoldr  Yes   For      Against
                                            Increase Disclosure of Executive Compensation          ShrHoldr  Yes   For      Against
                                            Affirm Political Non-partisanship                      ShrHoldr  Yes   Against  For
INGERSOLL-RAND  IR     G4776G101 06/07/2006 Meeting for Holders of ADRs
COMPANY LIMITED
                                            Elect  Director T.E. Martin                            Mgmt      Yes   Withhold Against
                                            Elect  Director P. Nachtigal                           Mgmt      Yes   For      For
                                            Elect  Director R.J. Swift                             Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
INTEL CORP.     INTC   458140100 05/17/2006 Elect Director CRAIG R. BARRETT                        Mgmt      Yes   For      For
                                            Elect Director CHARLENE BARSHEFSKY                     Mgmt      Yes   For      For
                                            Elect Director E. JOHN P. BROWNE                       Mgmt      Yes   For      For
                                            Elect Director D. JAMES GUZY                           Mgmt      Yes   For      For
                                            Elect Director REED E. HUNDT                           Mgmt      Yes   For      For
                                            Elect Director PAUL S. OTELLINI                        Mgmt      Yes   For      For
                                            Elect Director JAMES D. PLUMMER                        Mgmt      Yes   For      For
                                            Elect Director DAVID S. POTTRUCK                       Mgmt      Yes   For      For
                                            Elect Director JANE E. SHAW                            Mgmt      Yes   For      For
                                            Elect Director JOHN L. THORNTON                        Mgmt      Yes   For      For
                                            Elect Director DAVID B. YOFFIE                         Mgmt      Yes   For      For
                                            Rescind Fair Price Provision                           Mgmt      Yes   For      For
                                            Amend Articles/Bylaws/Repeal Supermajority Vote        Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
                                            Approve Omnibus Stock Plan                             Mgmt      Yes   For      For
                                            Approve Qualified Employee Stock Purchase Plan         Mgmt      Yes   For      For
ISHARES TRUST          464287481 08/11/2005 Elect  Director Lee T. Kranefuss                       Mgmt      Yes   For      For
                                            Elect  Director John E. Martinez                       Mgmt      Yes   For      For
                                            Elect  Director Richard K. Lyons                       Mgmt      Yes   For      For
                                            Elect  Director George G.C. Parker                     Mgmt      Yes   For      For
                                            Elect  Director W. Allen Reed                          Mgmt      Yes   For      For
                                            Elect  Director Cecilia H. Herbert                     Mgmt      Yes   For      For
                                            Elect  Director Charles A. Hurty                       Mgmt      Yes   For      For
                                            Elect  Director John E. Kerrigan                       Mgmt      Yes   For      For
                                            Approve Change of Fundamental Investment Policy -      Mgmt      Yes   For      For
                                            Senior Securities
                                            Approve Change of Fundamental Investment Policy -      Mgmt      Yes   For      For
                                            Lending
                                            Approve Change of Fundamental Investment Objective to  Mgmt      Yes   For      For
                                            Non-fundamental
                                            Other Business                                         Mgmt      Yes   Against  Against
JABIL CIRCUIT,  JBL    466313103 01/19/2006 Elect  Director Laurence S. Grafstein                  Mgmt      Yes   For      For
INC.
                                            Elect  Director Mel S. Lavitt                          Mgmt      Yes   For      For
                                            Elect  Director Timothy L. Main                        Mgmt      Yes   For      For
                                            Elect  Director William D. Morean                      Mgmt      Yes   For      For
                                            Elect  Director Lawrence J. Murphy                     Mgmt      Yes   For      For
                                            Elect  Director Frank A. Newman                        Mgmt      Yes   Withhold Against
                                            Elect  Director Steven A. Raymund                      Mgmt      Yes   For      For
                                            Elect  Director Thomas A. Sansone                      Mgmt      Yes   For      For
                                            Elect  Director Kathleen A. Walters                    Mgmt      Yes   For      For
                                            Amend Omnibus Stock Plan                               Mgmt      Yes   Against  Against
                                            Approve Executive Incentive Bonus Plan                 Mgmt      Yes   For      For
                                            Amend Qualified Employee Stock Purchase Plan           Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
                                            Other Business                                         Mgmt      Yes   Against  Against
KELLOGG CO.     K      487836108 04/21/2006 Elect Director John T. Dillon                          Mgmt      Yes   For      For
                                            Elect Director James M. Jenness                        Mgmt      Yes   For      For
                                            Elect Director L. Daniel Jorndt                        Mgmt      Yes   For      For
                                            Elect Director William D. Perez                        Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
                                            Approve Executive Incentive Bonus Plan                 Mgmt      Yes   For      For
                                            Sustainability Report                                  ShrHoldr  Yes   Against  For
KOHL'S CORP.    KSS    500255104 04/26/2006 Elect Director Jay H. Baker                            Mgmt      Yes   For      For
                                            Elect Director Steven A. Burd                          Mgmt      Yes   For      For
                                            Elect Director Kevin Mansell                           Mgmt      Yes   For      For
                                            Elect Director Peter M. Sommerhauser                   Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
                                            Declassify the Board of Directors                      Mgmt      Yes   For      For
                                            Require a Majority Vote for the Election of Directors  ShrHoldr  Yes   For      Against
MANOR CARE,     HCR    564055101 05/09/2006 Elect Director Mary Taylor Behrens                     Mgmt      Yes   For      For
INC.
                                            Elect Director Joseph F. Damico                        Mgmt      Yes   For      For
                                            Elect Director John T. Schwieters                      Mgmt      Yes   For      For
                                            Elect Director Richard C. Tuttle                       Mgmt      Yes   For      For
                                            Elect Director M. Keith Weikel                         Mgmt      Yes   For      For
                                            Elect Director Gail R. Wilensky                        Mgmt      Yes   For      For
                                            Elect Director Thomas L. Young                         Mgmt      Yes   For      For
MEDTRONIC, INC. MDT    585055106 08/25/2005 Elect Director Shirley Ann Jackson, Ph.D.              Mgmt      Yes   For      For
                                            Elect Director Denise M. O'Leary                       Mgmt      Yes   For      For
                                            Elect Director Jean-Pierre Rosso                       Mgmt      Yes   For      For
                                            Elect Director Jack W. Schuler                         Mgmt      Yes   Withhold Against
                                            Ratify Auditors                                        Mgmt      Yes   For      For
                                            Approve Qualified Employee Stock Purchase Plan         Mgmt      Yes   For      For
                                            Amend Non-Employee Director Stock Option Plan          Mgmt      Yes   For      For
MELLON          MEL    58551A108 04/18/2006 Elect Director Paul L. Cejas                           Mgmt      Yes   For      For
FINANCIAL CORP.
                                            Elect Director Seward Prosser Mellon                   Mgmt      Yes   For      For
                                            Elect Director Mark A. Nordenberg                      Mgmt      Yes   For      For
                                            Elect Director W.E. Strickland, Jr.                    Mgmt      Yes   For      For
                                            Approve Non-Employee Director Restricted Stock Plan    Mgmt      Yes   For      For
                                            Amend Vote Requirements to Amend                       ShrHoldr  Yes   For      Against
                                            Articles/Bylaws/Charter
                                            Ratify Auditors                                        Mgmt      Yes   For      For
MICROSOFT CORP. MSFT   594918104 11/09/2005 Elect Director William H. Gates, III                   Mgmt      Yes   For      For
                                            Elect Director Steven A. Ballmer                       Mgmt      Yes   For      For
                                            Elect Director James I. Cash Jr.                       Mgmt      Yes   For      For
                                            Elect Director Dina Dublon                             Mgmt      Yes   For      For
                                            Elect Director Raymond V. Gilmartin                    Mgmt      Yes   For      For
                                            Elect Director A. Mclaughlin Korologos                 Mgmt      Yes   For      For
                                            Elect Director David F. Marquardt                      Mgmt      Yes   For      For
                                            Elect Director Charles H. Noski                        Mgmt      Yes   For      For
                                            Elect Director Helmut Panke                            Mgmt      Yes   For      For
                                            Elect Director Jon A. Shirley                          Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
MOTOROLA, INC.  MOT    620076109 05/01/2006 Elect Director E. Zander                               Mgmt      Yes   For      For
                                            Elect Director H.L. Fuller                             Mgmt      Yes   Against  Against
                                            Elect Director J. Lewent                               Mgmt      Yes   For      For
                                            Elect Director T. Meredith                             Mgmt      Yes   For      For
                                            Elect Director N. Negroponte                           Mgmt      Yes   For      For
                                            Elect Director I. Nooyi                                Mgmt      Yes   For      For
                                            Elect Director S. Scott, III                           Mgmt      Yes   For      For
                                            Elect Director R. Sommer                               Mgmt      Yes   For      For
                                            Elect Director J. Stengel                              Mgmt      Yes   For      For
                                            Elect Director D. Warner, III                          Mgmt      Yes   For      For
                                            Elect Director J. White                                Mgmt      Yes   For      For
                                            Elect Director M. White                                Mgmt      Yes   For      For
                                            Approve Omnibus Stock Plan                             Mgmt      Yes   For      For
                                            Submit Shareholder Rights Plan (Poison Pill) to        ShrHoldr  Yes   For      Against
                                            Shareholder Vote
NABORS          NBR    G6359F103 03/30/2006 Meeting for Holders of ADRs
INDUSTRIES,
LTD.
                                            Increase Authorized Common Stock                       Mgmt      Yes   For      For
                                            Meeting for Holders of ADRs
                                            Elect  Director Eugene M. Isenberg                     Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
                                            MANAGEMENT PROPOSAL: APPROVAL OF THE COMPANY S AMENDED Mgmt      Yes   Against  Against
                                            AND RESTATED 2003 EMPLOYEE STOCK PLAN.
NORFOLK         NSC    655844108 05/11/2006 Elect Director Daniel A. Carp                          Mgmt      Yes   For      For
SOUTHERN CORP.
                                            Elect Director Steven F. Leer                          Mgmt      Yes   For      For
                                            Elect Director Charles W. Moorman                      Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
NVIDIA          NVDA   67066G104 06/22/2006 Elect Director Tench Coxe                              Mgmt      Yes   For      For
CORPORATION
                                            Elect Director Mark L. Perry                           Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
OMNICOM GROUP   OMC    681919106 05/23/2006 Elect Director John D. Wren                            Mgmt      Yes   For      For
INC.
                                            Elect Director Bruce Crawford                          Mgmt      Yes   For      For
                                            Elect Director Robert Charles Clark                    Mgmt      Yes   For      For
                                            Elect Director Leonard S. Coleman, Jr                  Mgmt      Yes   For      For
                                            Elect Director Errol M. Cook                           Mgmt      Yes   For      For
                                            Elect Director Susan S. Denison                        Mgmt      Yes   For      For
                                            Elect Director Michael A. Henning                      Mgmt      Yes   For      For
                                            Elect Director John R. Murphy                          Mgmt      Yes   For      For
                                            Elect Director John R. Purcell                         Mgmt      Yes   For      For
                                            Elect Director Linda Johnson Rice                      Mgmt      Yes   For      For
                                            Elect Director Gary L. Roubos                          Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
PETRO-CANADA    PCA.   71644E102 04/25/2006 Elect Director Ron A. Brenneman                        Mgmt      Yes   For      For
                                            Elect Director Angus A. Bruneau                        Mgmt      Yes   For      For
                                            Elect Director Gail Cook-Bennett                       Mgmt      Yes   For      For
                                            Elect Director Richard J. Currie                       Mgmt      Yes   For      For
                                            Elect Director Claude Fontaine                         Mgmt      Yes   For      For
                                            Elect Director Paul Haseldonckx                        Mgmt      Yes   For      For
                                            Elect Director Thomas E. Kierans                       Mgmt      Yes   For      For
                                            Elect Director Brian F. MacNeill                       Mgmt      Yes   For      For
                                            Elect Director Maureen McCaw                           Mgmt      Yes   For      For
                                            Elect Director Paul D. Melnuk                          Mgmt      Yes   For      For
                                            Elect Director Guylaine Saucier                        Mgmt      Yes   For      For
                                            Elect Director James W. Simpson                        Mgmt      Yes   For      For
                                            Ratify Deloitte & Touche LLP as Auditors               Mgmt      Yes   For      For
PFIZER INC.     PFE    717081103 04/27/2006 Elect Director Michael S. Brown                        Mgmt      Yes   For      For
                                            Elect Director M. Anthony Burns                        Mgmt      Yes   For      For
                                            Elect Director Robert N. Burt                          Mgmt      Yes   For      For
                                            Elect Director W. Don Cornwell                         Mgmt      Yes   For      For
                                            Elect Director William H. Gray, III                    Mgmt      Yes   For      For
                                            Elect Director Constance J. Horner                     Mgmt      Yes   For      For
                                            Elect Director William R. Howell                       Mgmt      Yes   For      For
                                            Elect Director Stanley O. Ikenberry                    Mgmt      Yes   For      For
                                            Elect Director George A. Lorch                         Mgmt      Yes   Withhold Against
                                            Elect Director Henry A. McKinnell                      Mgmt      Yes   For      For
                                            Elect Director Dana G. Mead                            Mgmt      Yes   Withhold Against
                                            Elect Director Ruth J. Simmons                         Mgmt      Yes   For      For
                                            Elect Director William C. Steere, Jr.                  Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
                                            Reduce Supermajority Vote Requirement                  Mgmt      Yes   For      For
                                            Establish Term Limits for Directors                    ShrHoldr  Yes   Against  For
                                            Social Proposal                                        ShrHoldr  Yes   Against  For
                                            Restore or Provide for Cumulative Voting               ShrHoldr  Yes   For      Against
                                            Separate Chairman and CEO Positions                    ShrHoldr  Yes   For      Against
                                            Report on Political Contributions                      ShrHoldr  Yes   Against  For
                                            Report on Animal Welfare Policy                        ShrHoldr  Yes   Against  For
                                            Reort on Animal-based Testing                          ShrHoldr  Yes   Against  For
PUBLICIS GROUPE        74463M106 06/07/2006 Meeting for Holders of ADRs
                                            APPROVAL OF THE TRANSACTIONS AND SINGLE-ENTITY         Mgmt      Yes   For      For
                                            FINANCIAL STATEMENTS FOR FISCAL YEAR 2005.
                                            APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR  Mgmt      Yes   For      For
                                            FISCAL YEAR 2005.
                                            APPROPRIATION OF THE NET PROFITS FOR 2005 AND          Mgmt      Yes   For      For
                                            ESTABLISHMENT OF THE DIVIDEND.
                                            RATIFICATION OF THE ACTS OF THE MEMBERS OF THE         Mgmt      Yes   For      For
                                            MANAGEMENT BOARD FOR FISCAL YEAR 2005.
                                            RATIFICATION OF THE ACTS OF THE MEMBERS OF THE         Mgmt      Yes   For      For
                                            SUPERVISORY BOARD FOR FISCAL YEAR 2005.
                                            ESTABLISHMENT OF THE ATTENDANCE FEES FOR THE MEMBERS   Mgmt      Yes   For      For
                                            OF THE SUPERVISORY BOARD FOR FISCAL YEAR 2005 AND FOR
                                            EACH OF THE FISCAL YEARS THEREAFTER AND TAKING NOTE OF
                                            THE ALLOTMENT DECIDED BY THE SUPERVISORY BOARD.
                                            APPROVAL OF THE REGULATED AGREEMENTS MENTIONED IN THE  Mgmt      Yes   For      For
                                            SPECIAL REPORT OF THE STATUTORY AUDITORS.
                                            REELECTION OF ELISABETH BADINTER SUAUDEAU TO THE       Mgmt      Yes   Against  Against
                                            SUPERVISORY BOARD FOR SIX YEARS.
                                            REELECTION OF HENRI-CALIXTE SUAUDEAU TO THE            Mgmt      Yes   Against  Against
                                            SUPERVISORY BOARD FOR SIX YEARS.
                                            APPOINTMENT OF LEONE MEYER AS A NEW SUPERVISORY BOARD  Mgmt      Yes   Against  Against
                                            MEMBER FOR SIX YEARS.
                                            RATIFICATION OF THE COOPTATION OF MICHEL HALPERIN AS A Mgmt      Yes   For      For
                                            NEW MEMBER OF THE SUPERVISORY BOARD.
                                            AUTHORIZATION TO THE MANAGEMENT BOARD, FOR 18 MONTHS,  Mgmt      Yes   For      For
                                            SUCH THAT THE COMPANY CAN PURCHASE ITS OWN SHARES, UP
                                            TO THE LIMIT OF 10% OF THE CAPITAL STOCK; THE MAXIMUM
                                            PURCHASE PRICE IS EUR 45 AND THE MINIMUM SELLING PRICE
                                            IS EUR 18.
                                            AUTHORIZATION TO THE MANAGEMENT BOARD, FOR 26 MONTHS,  Mgmt      Yes   For      For
                                            TO DECREASE THE CAPITAL STOCK BY CANCELING PUBLICIS
                                            SHARES HELD  BY THE COMPANY.
                                            PURSUANT TO ARTICLE L.225-129-6 PARAGRAPH 2 OF THE     Mgmt      Yes   For      For
                                            FRENCH COMMERCIAL CODE AND ARTICLES L.443-1 FF. OF THE
                                            FRENCH LABOR CODE (AS MORE FULLY DESCRIBED IN THE
                                            PROXY STATEMENT.)
                                            PROPOSAL TO AMEND ARTICLE 7 III OF THE BYLAWS          Mgmt      Yes   Against  Against
                                            (TRANSFER OF SHARES) TO BRING IT INTO LINE WITH
                                            ARTICLE L.233-7 OF THE FRENCH COMMERCIAL CODE (AS MORE
                                            FULLY DESCRIBED IN THE PROXY STATEMENT.)
                                            PROPOSAL TO AMEND ARTICLE 11 III OF THE BYLAWS         Mgmt      Yes   For      For
                                            (DELIBERATIONS) TO REFLECT THE STATUTORY OBLIGATION TO
                                            PREPARE MINUTES OF EACH MANAGEMENT BOARD MEETING.
                                            PROPOSAL TO AMEND ARTICLE 21 LAST PARAGRAPH (OFFICERS- Mgmt      Yes   Against  Against
                                            ATTENDANCE SHEET-VOTES) SO THAT THE METHOD OF VOTING
                                            CAN BE DETERMINED BY THE OFFICERS PRESIDING OVER THE
                                            MEETING.
                                            PROPOSAL TO AMEND ARTICLE 22 (ANNUAL SHAREHOLDERS      Mgmt      Yes   For      For
                                            MEETING) TO INCLUDE THE POSSIBILITY TO ALLOW THE
                                            MANAGEMENT BOARD TO ISSUE BONDS.
                                            POWERS TO ACCOMPLISH FORMALITIES.                      Mgmt      Yes   For      For
SANDISK CORP.   SNDK   80004C101 05/25/2006 Elect Director Eli Harari                              Mgmt      Yes   For      For
                                            Elect Director Irwin Federman                          Mgmt      Yes   For      For
                                            Elect Director Steven J. Gomo                          Mgmt      Yes   For      For
                                            Elect Director Eddy W. Hartenstein                     Mgmt      Yes   For      For
                                            Elect Director Catherine P. Lego                       Mgmt      Yes   For      For
                                            Elect Director Michael E. Marks                        Mgmt      Yes   For      For
                                            Elect Director James D. Meindl                         Mgmt      Yes   For      For
                                            Amend Omnibus Stock Plan                               Mgmt      Yes   For      For
                                            Increase Authorized Common Stock                       Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
SPRINT CORP.    S      852061100 07/13/2005 Increase Authorized Common Stock                       Mgmt      Yes   For      For
                                            Amend Articles/Bylaws/Charter-Non-Routine              Mgmt      Yes   For      For
                                            Change Company Name                                    Mgmt      Yes   For      For
                                            Issue Shares in Connection with an Acquisition         Mgmt      Yes   For      For
                                            Adjourn Meeting                                        Mgmt      Yes   For      For
                                            Elect  Director Gordon M. Bethune                      Mgmt      Yes   For      For
                                            Elect  Director Dr. E. Linn Draper, Jr.                Mgmt      Yes   For      For
                                            Elect  Director James H. Hance, Jr.                    Mgmt      Yes   For      For
                                            Elect  Director Deborah A. Henretta                    Mgmt      Yes   For      For
                                            Elect  Director Irvine O. Hockaday, Jr.                Mgmt      Yes   For      For
                                            Elect  Director Linda Koch Lorimer                     Mgmt      Yes   For      For
                                            Elect  Director Gerald L. Storch                       Mgmt      Yes   For      For
                                            Elect  Director William H. Swanson                     Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
                                            Review Executive Compensation                          ShrHoldr  Yes   Against  For
SPRINT NEXTEL   S      852061100 04/18/2006 Elect Director Keith J. Bane                           Mgmt      Yes   For      For
CORP
                                            Elect Director Gordon M. Bethune                       Mgmt      Yes   For      For
                                            Elect Director Timothy M. Donahue                      Mgmt      Yes   For      For
                                            Elect Director Frank M. Drendel                        Mgmt      Yes   For      For
                                            Elect Director Gary D. Forsee                          Mgmt      Yes   For      For
                                            Elect Director James H. Hance, Jr.                     Mgmt      Yes   For      For
                                            Elect Director V. Janet Hill                           Mgmt      Yes   For      For
                                            Elect Director Irvine O. Hockaday, Jr                  Mgmt      Yes   For      For
                                            Elect Director William E. Kennard                      Mgmt      Yes   For      For
                                            Elect Director Linda Koch Lorimer                      Mgmt      Yes   For      For
                                            Elect Director Stephanie M. Shern                      Mgmt      Yes   For      For
                                            Elect Director William H. Swanson                      Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
                                            Require a Majority Vote for the Election of Directors  ShrHoldr  Yes   For      Against
                                            Restore or Provide for Cumulative Voting               ShrHoldr  Yes   For      Against
STAPLES, INC.   SPLS   855030102 06/06/2006 Elect Director Basil L. Anderson                       Mgmt      Yes   For      For
                                            Elect Director Robert C. Nakasone                      Mgmt      Yes   For      For
                                            Elect Director Ronald L. Sargent                       Mgmt      Yes   For      For
                                            Elect Director Stephen F. Schuckenbrock                Mgmt      Yes   For      For
                                            Declassify the Board of Directors                      Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
                                            Require a Majority Vote for the Election of Directors  ShrHoldr  Yes   For      Against
STARWOOD HOTELS HOT    85590A203 05/02/2006 Elect Director Steven J. Heyer                         Mgmt      Yes   Withhold Against
& RESORTS
WORLDWIDE, INC.
                                            Elect Director Charlene Barshefsky                     Mgmt      Yes   Withhold Against
                                            Elect Director Jean-Marc Chapus                        Mgmt      Yes   Withhold Against
                                            Elect Director Bruce W. Duncan                         Mgmt      Yes   Withhold Against
                                            Elect Director Lizanne Galbreath                       Mgmt      Yes   For      For
                                            Elect Director Eric Hippeau                            Mgmt      Yes   Withhold Against
                                            Elect Director Stephen R. Quazzo                       Mgmt      Yes   Withhold Against
                                            Elect Director Thomas O. Ryder                         Mgmt      Yes   Withhold Against
                                            Elect Director Daniel W. Yih                           Mgmt      Yes   Withhold Against
                                            Elect Director Kneeland C. Youngblood                  Mgmt      Yes   Withhold Against
                                            Ratify Auditors                                        Mgmt      Yes   For      For
TEXAS           TXN    882508104 04/20/2006 Elect Director J.R. Adams                              Mgmt      Yes   For      For
INSTRUMENTS
INC.
                                            Elect Director D.L. Boren                              Mgmt      Yes   For      For
                                            Elect Director D.A. Carp                               Mgmt      Yes   For      For
                                            Elect Director C.S. Cox                                Mgmt      Yes   For      For
                                            Elect Director T.J. Engibous                           Mgmt      Yes   For      For
                                            Elect Director G.W. Fronterhouse                       Mgmt      Yes   For      For
                                            Elect Director D.R. Goode                              Mgmt      Yes   For      For
                                            Elect Director P.H. Patsley                            Mgmt      Yes   For      For
                                            Elect Director W.R. Sanders                            Mgmt      Yes   For      For
                                            Elect Director R.J. Simmons                            Mgmt      Yes   For      For
                                            Elect Director R.K. Templeton                          Mgmt      Yes   For      For
                                            Elect Director C.T. Whitman                            Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
TEXTRON INC.    TXT    883203101 04/26/2006 Elect Director Lewis B. Campbell                       Mgmt      Yes   For      For
                                            Elect Director Lawrence K. Fish                        Mgmt      Yes   For      For
                                            Elect Director Joe T. Ford                             Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
                                            Report on Depleted Uranium Weapons Components          ShrHoldr  Yes   Against  For
                                            Require a Majority Vote for the Election of Directors  ShrHoldr  Yes   For      Against
THE ALLSTATE    ALL     20002101 05/16/2006 Elect Director F. Duane Ackerman                       Mgmt      Yes   For      For
CORP.
                                            Elect Director James G. Andress                        Mgmt      Yes   For      For
                                            Elect Director W. James Farrell                        Mgmt      Yes   For      For
                                            Elect Director Jack M. Greenberg                       Mgmt      Yes   For      For
                                            Elect Director Ronald T. Lemay                         Mgmt      Yes   For      For
                                            Elect Director Edward M. Liddy                         Mgmt      Yes   For      For
                                            Elect Director J. Christopher Reyes                    Mgmt      Yes   For      For
                                            Elect Director H. John Riley, Jr.                      Mgmt      Yes   For      For
                                            Elect Director Joshua I. Smith                         Mgmt      Yes   For      For
                                            Elect Director Judith A. Sprieser                      Mgmt      Yes   For      For
                                            Elect Director Mary Alice Taylor                       Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
                                            Amend Omnibus Stock Plan                               Mgmt      Yes   For      For
                                            Approve Non-Employee Director Omnibus Stock Plan       Mgmt      Yes   For      For
                                            Require a Majority Vote for the Election of Directors  ShrHoldr  Yes   For      Against
                                            Adopt Simple Majority Vote                             ShrHoldr  Yes   For      Against
THE GOLDMAN     GS     38141G104 03/31/2006 Elect Director Lloyd C. Blankfein                      Mgmt      Yes   For      For
SACHS GROUP,
INC.
                                            Elect Director Lord Browne Ofmadingley                 Mgmt      Yes   For      For
                                            Elect Director John H. Bryan                           Mgmt      Yes   For      For
                                            Elect Director Claes Dahlback                          Mgmt      Yes   For      For
                                            Elect Director Stephen Friedman                        Mgmt      Yes   For      For
                                            Elect Director William W. George                       Mgmt      Yes   For      For
                                            Elect Director James A. Johnson                        Mgmt      Yes   For      For
                                            Elect Director Lois D. Juliber                         Mgmt      Yes   For      For
                                            Elect Director Edward M. Liddy                         Mgmt      Yes   For      For
                                            Elect Director Henry M. Paulson, Jr.                   Mgmt      Yes   For      For
                                            Elect Director Ruth J. Simmons                         Mgmt      Yes   For      For
                                            Amend Restricted Partner Compensation Plan             Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
THE HARTFORD    HIG    416515104 05/17/2006 Elect Director Ramani Ayer                             Mgmt      Yes   For      For
FINANCIAL
SERVICES GROUP,
INC.
                                            Elect Director Ramon de Oliveira                       Mgmt      Yes   For      For
                                            Elect Director Edward J. Kelly, III                    Mgmt      Yes   For      For
                                            Elect Director Paul G. Kirk, Jr                        Mgmt      Yes   For      For
                                            Elect Director Thomas M. Marra                         Mgmt      Yes   For      For
                                            Elect Director Gail J. McGovern                        Mgmt      Yes   For      For
                                            Elect Director Michael G. Morris                       Mgmt      Yes   For      For
                                            Elect Director Robert W. Selander                      Mgmt      Yes   For      For
                                            Elect Director Charles B. Strauss                      Mgmt      Yes   For      For
                                            Elect Director H. Patrick Swygert                      Mgmt      Yes   For      For
                                            Elect Director David K. Zwiener                        Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
TIME WARNER INC TWX    887317105 05/19/2006 Elect Director James L. Barksdale                      Mgmt      Yes   For      For
                                            Elect Director Stephen F. Bollenbach                   Mgmt      Yes   For      For
                                            Elect Director Frank J Caufield                        Mgmt      Yes   For      For
                                            Elect Director Robert C. Clark                         Mgmt      Yes   For      For
                                            Elect Director Jessica P. Einhorn                      Mgmt      Yes   For      For
                                            Elect Director Reuben Mark                             Mgmt      Yes   For      For
                                            Elect Director Michael A. Miles                        Mgmt      Yes   For      For
                                            Elect Director Kenneth J. Novack                       Mgmt      Yes   For      For
                                            Elect Director Richard D. Parsons                      Mgmt      Yes   For      For
                                            Elect Director Francis T. Vincent, Jr                  Mgmt      Yes   For      For
                                            Elect Director Deborah C. Wright                       Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
                                            Approve Omnibus Stock Plan                             Mgmt      Yes   For      For
                                            Adopt Simple Majority Vote Requirement                 ShrHoldr  Yes   For      Against
                                            Separate Chairman and CEO Positions                    ShrHoldr  Yes   Against  For
                                            Develop a Code Vendor of Conduct                       ShrHoldr  Yes   For      Against
TRANSOCEAN INC. RIG    G90078109 05/11/2006 Meeting for Holders of ADRs
                                            Elect  Director Victor E. Grijalva                     Mgmt      Yes   For      For
                                            Elect  Director Arthur Lindenauer                      Mgmt      Yes   For      For
                                            Elect  Director Kristian Siem                          Mgmt      Yes   For      For
                                            APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG LLP TO    Mgmt      Yes   For      For
                                            SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
                                            FIRM FOR 2006.
WELLPOINT INC   WLP    94973V107 05/16/2006 Elect Director Lenox D. Baker, Jr., M.D.               Mgmt      Yes   For      For
                                            Elect Director Susan B. Bayh                           Mgmt      Yes   For      For
                                            Elect Director Larry C. Glasscock                      Mgmt      Yes   For      For
                                            Elect Director Julie A. Hill                           Mgmt      Yes   For      For
                                            Elect Director Ramiro G. Peru                          Mgmt      Yes   For      For
                                            Approve Omnibus Stock Plan                             Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
WELLS FARGO &   WFC    949746101 04/25/2006 Elect Director Lloyd H. Dean                           Mgmt      Yes   For      For
COMPANY
                                            Elect Director Susan E. Engel                          Mgmt      Yes   For      For
                                            Elect Director Enrique Hernandez, Jr.                  Mgmt      Yes   For      For
                                            Elect Director Robert L. Joss                          Mgmt      Yes   For      For
                                            Elect Director Richard M. Kovacevich                   Mgmt      Yes   For      For
                                            Elect Director Richard D. McCormick                    Mgmt      Yes   For      For
                                            Elect Director Cynthia H. Milligan                     Mgmt      Yes   Withhold Against
                                            Elect Director Nicholas G. Moore                       Mgmt      Yes   For      For
                                            Elect Director Philip J. Quigley                       Mgmt      Yes   Withhold Against
                                            Elect Director Donald B. Rice                          Mgmt      Yes   Withhold Against
                                            Elect Director Judith M. Runstad                       Mgmt      Yes   For      For
                                            Elect Director Stephen W. Sanger                       Mgmt      Yes   For      For
                                            Elect Director Susan G. Swenson                        Mgmt      Yes   For      For
                                            Elect Director Michael W. Wright                       Mgmt      Yes   Withhold Against
                                            Ratify Auditors                                        Mgmt      Yes   For      For
                                            Require a Majority Vote for the Election of Directors  ShrHoldr  Yes   For      Against
                                            Separate Chairman and CEO Positions                    ShrHoldr  Yes   For      Against
                                            Compensation- Director Compensation                    ShrHoldr  Yes   Against  For
                                            Report on Discrimination in Lending                    ShrHoldr  Yes   Against  For
WM. WRIGLEY JR. WWY    982526105 04/04/2006 Elect Director John F. Bard                            Mgmt      Yes   For      For
CO.
                                            Elect Director Howard B. Bernick                       Mgmt      Yes   For      For
                                            Elect Director Melinda R. Rich                         Mgmt      Yes   For      For
                                            Approve Omnibus Stock Plan                             Mgmt      Yes   Against  Against
                                            Authorize a New Class of Common Stock                  Mgmt      Yes   Against  Against
                                            Company Specific/Increase the Class B Common Stock     Mgmt      Yes   Against  Against
                                            Automatic Conversion
                                            Company Specific/Automatic Conversion of Class B       Mgmt      Yes   Against  Against
                                            Common Stock
                                            Ratify Auditors                                        Mgmt      Yes   For      For
XM SATELLITE    XMSR   983759101 05/26/2006 Elect Director Gary M. Parsons                         Mgmt      Yes   For      For
RADIO HOLDINGS
INC.
                                            Elect Director Hugh Panero                             Mgmt      Yes   For      For
                                            Elect Director Nathaniel A. Davis                      Mgmt      Yes   For      For
                                            Elect Director Thomas J. Donohue                       Mgmt      Yes   For      For
                                            Elect Director Eddy W. Hartenstein                     Mgmt      Yes   For      For
                                            Elect Director George W. Haywood                       Mgmt      Yes   For      For
                                            Elect Director Chester A. Huber, Jr.                   Mgmt      Yes   For      For
                                            Elect Director John Mendel                             Mgmt      Yes   Withhold Against
                                            Elect Director Jarl Mohn                               Mgmt      Yes   For      For
                                            Elect Director Jack Shaw                               Mgmt      Yes   For      For
                                            Elect Director Jeffrey D. Zients                       Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
ZIONS           ZION   989701107 05/01/2006 Elect Director R.D. Cash                               Mgmt      Yes   For      For
BANCORPORATION
                                            Elect Director Patricia Frobes                         Mgmt      Yes   For      For
                                            Elect Director J. David Heaney                         Mgmt      Yes   For      For
                                            Elect Director Harris H. Simmons                       Mgmt      Yes   For      For
                                            Approve Executive Incentive Bonus Plan                 Mgmt      Yes   For      For
                                            Ratify Auditors                                        Mgmt      Yes   For      For
                                            Other Business                                         Mgmt      Yes   Against  Against








WESMARK SMALL COMPANY GROWTH FUND     FOR THE PERIOD JULY 1, 2005 - JUNE 30, 2006
COMPANY           TICKER CUSIP     MEETING    AGENDA ITEM                                    PROPONENT VOTE CAST FUND VOTE FOR OR
                                   DATE                                                                                    AGAINST
                                                                                                                           MGMT
                                                                                                   
ABX AIR, INC.     ABXA   00080S101 05/09/2006 Elect Director Joseph C. Hete                  Mgmt      Yes       For       For
                                              Elect Director Jeffrey J. Vorholt              Mgmt      Yes       For       For
                                              Approve Increase in Size of Board              Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
ADE CORP.         ADEX   00089C107 09/21/2005 Fix Number of Directors                        Mgmt      Yes       For       For
                                              Elect Director Harris Clay                     Mgmt      Yes       For       For
                                              Elect Director Landon T. Clay                  Mgmt      Yes       For       For
                                              Elect Director H. Kimball Faulkner             Mgmt      Yes       For       For
                                              Elect Director Chris L. Koliopoulos            Mgmt      Yes       Withhold  Against
                                              Elect Director Kendall Wright                  Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
ALASKA AIR GROUP, ALK     11659109 05/16/2006 Elect Director Patricia M. Bedient             Mgmt      Yes       For       For
INC.
                                              Elect Director Bruce R. Kennedy                Mgmt      Yes       For       For
                                              Elect Director Jessie J. Knight, Jr.           Mgmt      Yes       For       For
                                              Elect Director J. Kenneth Thompson             Mgmt      Yes       For       For
                                              Reduce Supermajority Vote Requirement          Mgmt      Yes       For       For
                                              Declassify the Board of Directors              Mgmt      Yes       For       For
                                              Adopt Simple Majority Vote                     ShrHoldr  Yes       Against   For
                                              Amend Vote Requirements to Amend               ShrHoldr  Yes       Against   For
                                              Articles/Bylaws/Charter
                                              Require a Majority Vote for the Election of    ShrHoldr  Yes       Against   For
                                              Directors
                                              Company-Specific-Enforce Sharholder Vote       ShrHoldr  Yes       Against   For
                                              Company-Specific-Equal Ownership Rights for    ShrHoldr  Yes       Against   For
                                              Shareholders
                                              Declassify the Board of Directors              ShrHoldr  Yes       Against   For
ALEXANDER &       ALEX    14482103 04/27/2006 Elect Director M.J. Chun                       Mgmt      Yes       For       For
BALDWIN, INC.
                                              Elect Director W.A. Doane                      Mgmt      Yes       For       For
                                              Elect Director W.A. Dods, Jr.                  Mgmt      Yes       For       For
                                              Elect Director C.G. King                       Mgmt      Yes       For       For
                                              Elect Director C.H. Lau                        Mgmt      Yes       For       For
                                              Elect Director D.M. Pasquale                   Mgmt      Yes       For       For
                                              Elect Director M.G. Shaw                       Mgmt      Yes       For       For
                                              Elect Director J.N. Watanabe                   Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
AMERICAN          HWAY   02649V104 01/19/2006 Elect Director Jay Cris Bisgard, M.D.          Mgmt      Yes       For       For
HEALTHWAYS, INC.
                                              Elect Director Mary Jane England, M.D.         Mgmt      Yes       For       For
                                              Elect Director Henry D. Herr                   Mgmt      Yes       For       For
                                              Change Company Name                            Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
AMERICAN TOWER    AMT     29912201 08/03/2005 Issue Shares in Connection with an Acquisition Mgmt      Yes       For       For
CORP.
                                              Authorize Share Increase                       Mgmt      Yes       For       For
                                              Adjourn Meeting                                Mgmt      Yes       For       For
AMYLIN            AMLN    32346108 05/17/2006 Elect Director Steven R. Altman                Mgmt      Yes       For       For
PHARMACEUTICALS,
INC.
                                              Elect Director Vaughn D. Bryson                Mgmt      Yes       For       For
                                              Elect Director Joseph C. Cook, Jr.             Mgmt      Yes       For       For
                                              Elect Director Karin Eastham                   Mgmt      Yes       For       For
                                              Elect Director James R. Gavin III              Mgmt      Yes       For       For
                                              Elect Director Ginger L. Graham                Mgmt      Yes       For       For
                                              Elect Director Howard E. Greene, Jr.           Mgmt      Yes       For       For
                                              Elect Director Jay S. Skyler                   Mgmt      Yes       For       For
                                              Elect Director Joseph P. Sullivan              Mgmt      Yes       For       For
                                              Elect Director Thomas R. Testman               Mgmt      Yes       For       For
                                              Elect Director James N. Wilson                 Mgmt      Yes       For       For
                                              Amend Omnibus Stock Plan                       Mgmt      Yes       For       For
                                              Amend Qualified Employee Stock Purchase Plan   Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
ANNTAYLOR STORES  ANN     36115103 04/27/2006 Elect Director Wesley E. Cantrell              Mgmt      Yes       For       For
CORP.
                                              Elect Director Kay Krill                       Mgmt      Yes       For       For
                                              Elect Director Barbara A. Turf                 Mgmt      Yes       Withhold  Against
                                              Increase Authorized Common Stock               Mgmt      Yes       For       For
                                              Amend Omnibus Stock Plan                       Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
ARRIS GROUP INC   ARRS   04269Q100 05/24/2006 Elect Director Alex B. Best                    Mgmt      Yes       For       For
                                              Elect Director Harry L. Bosco                  Mgmt      Yes       For       For
                                              Elect Director John Anderson Craig             Mgmt      Yes       For       For
                                              Elect Director Matthew B. Kearney              Mgmt      Yes       For       For
                                              Elect Director William H. Lambert              Mgmt      Yes       For       For
                                              Elect Director John R. Petty                   Mgmt      Yes       For       For
                                              Elect Director Robert J. Stanzione             Mgmt      Yes       For       For
                                              Approve Omnibus Stock Plan                     Mgmt      Yes       For       For
                                              Approve Omnibus Stock Plan                     Mgmt      Yes       For       For
                                              Approve Executive Incentive Bonus Plan         Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
ARTHROCARE CORP.  ARTC    43136100 07/21/2005 Elect  Director Michael A. Baker               Mgmt      Yes       For       For
                                              Elect  Director Barbara D. Boyan, Phd          Mgmt      Yes       For       For
                                              Elect  Director David F. Fitzgerald            Mgmt      Yes       For       For
                                              Elect  Director James G. Foster                Mgmt      Yes       For       For
                                              Elect  Director Tord B. Lendau                 Mgmt      Yes       For       For
                                              Elect  Director Jerry P. Widman                Mgmt      Yes       For       For
                                              Elect  Director Peter L. Wilson                Mgmt      Yes       For       For
                                              Approve Issuance of Shares To Satisfy Nasdaq's Mgmt      Yes       For       For
                                              20% Rule
                                              Ratify Auditors                                Mgmt      Yes       For       For
                                              Elect Director Michael A. Baker                Mgmt      Yes       For       For
                                              Elect Director Barbara D. Boyan, Ph.D.         Mgmt      Yes       For       For
                                              Elect Director David F. Fitzgerald             Mgmt      Yes       For       For
                                              Elect Director James G. Foster                 Mgmt      Yes       For       For
                                              Elect Director Tord B. Lendau                  Mgmt      Yes       For       For
                                              Elect Director Jerry P. Widman                 Mgmt      Yes       For       For
                                              Elect Director Peter L. Wilson                 Mgmt      Yes       For       For
                                              Amend Omnibus Stock Plan                       Mgmt      Yes       Against   Against
                                              Ratify Auditors                                Mgmt      Yes       For       For
ATHEROGENICS INC  AGIX    47439104 04/26/2006 Elect Director Michael A. Henos                Mgmt      Yes       For       For
                                              Elect Director Russell M. Medford              Mgmt      Yes       For       For
                                              Elect Director Arthur M. Pappas                Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
AVAYA INC         AV      53499109 02/10/2006 Elect  Director Bruce R. Bond                  Mgmt      Yes       For       For
                                              Elect  Director Ronald L. Zarrella             Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
BANK OF HAWAII    BOH     62540109 04/28/2006 Elect Director S. Haunani Apoliona             Mgmt      Yes       For       For
CORP.
                                              Elect Director Clinton R. Churchill            Mgmt      Yes       For       For
                                              Elect Director David A. Heenan                 Mgmt      Yes       For       For
                                              Elect Director Allan R. Landon                 Mgmt      Yes       For       For
                                              Elect Director Kent T. Lucien                  Mgmt      Yes       For       For
                                              Amend Omnibus Stock Plan                       Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
BE AEROSPACE,     BEAV    73302101 06/28/2006 Elect Director Richard G. Hamermesh            Mgmt      Yes       For       For
INC.
                                              Elect Director Amin J. Khoury                  Mgmt      Yes       For       For
                                              Amend Omnibus Stock Plan                       Mgmt      Yes       For       For
                                              Increase Authorized Common Stock               Mgmt      Yes       For       For
                                              Implement MacBride Principles                  ShrHoldr  Yes       Against   For
BLACKBAUD  INC    BLKB   09227Q100 06/14/2006 Elect Director George H. Ellis                 Mgmt      Yes       For       For
                                              Elect Director Andrew M. Leitch                Mgmt      Yes       For       For
                                              Amend Omnibus Stock Plan                       Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
BOWATER INC.      BOW    102183100 05/10/2006 Elect Director Togo D. West, Jr.               Mgmt      Yes       For       For
                                              Elect Director Richard B. Evans                Mgmt      Yes       For       For
                                              Elect Director Bruce W. Van Saun               Mgmt      Yes       For       For
                                              Elect Director David J. Paterson               Mgmt      Yes       For       For
                                              Approve Omnibus Stock Plan                     Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
BRUNSWICK CORP.   BC     117043109 05/03/2006 Elect Director Michael J. Callahan             Mgmt      Yes       For       For
                                              Elect Director Manuel A. Fernandez             Mgmt      Yes       For       For
                                              Elect Director Peter B. Hamilton               Mgmt      Yes       For       For
                                              Elect Director Roger W. Schipke                Mgmt      Yes       For       For
                                              Amend Omnibus Stock Plan                       Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
CEPHALON, INC.    CEPH   156708109 05/17/2006 Elect Director Frank Baldino, Jr., Phd         Mgmt      Yes       For       For
                                              Elect Director William P. Egan                 Mgmt      Yes       For       For
                                              Elect Director Martyn D. Greenacre             Mgmt      Yes       For       For
                                              Elect Director Vaughn M. Kailian               Mgmt      Yes       For       For
                                              Elect Director Charles A. Sanders, M.D         Mgmt      Yes       For       For
                                              Elect Director Gail R. Wilensky, Ph.D.         Mgmt      Yes       For       For
                                              Elect Director Dennis L. Winger                Mgmt      Yes       For       For
                                              Increase Authorized Common Stock               Mgmt      Yes       Against   Against
                                              Amend Omnibus Stock Plan                       Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
CHATTEM, INC.     CHTT   162456107 04/12/2006 Elect Director Robert E. Bosworth              Mgmt      Yes       Withhold  Against
                                              Elect Director Gary D. Chazen                  Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
CHILDREN'S PLACE  PLCE   168905107 06/22/2006 Elect Director Malcolm Elvey                   Mgmt      Yes       For       For
RETAIL STORES,
INC. (THE)
                                              Elect Director Sally Frame Kasaks              Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
                                              Approve Executive Incentive Bonus Plan         Mgmt      Yes       For       For
CULLEN/FROST      CFR    229899109 04/27/2006 Elect Director Crawford H. Edwards             Mgmt      Yes       For       For
BANKERS, INC.
                                              Elect Director Ruben M. Escobedo               Mgmt      Yes       For       For
                                              Elect Director Patrick B. Frost                Mgmt      Yes       For       For
                                              Elect Director Robert S. McClane               Mgmt      Yes       For       For
                                              Increase Authorized Common Stock               Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
CURTISS-WRIGHT    CW     231561101 05/05/2006 Elect Director Martin R. Benante               Mgmt      Yes       For       For
CORP.
                                              Elect Director James B. Busey, IV              Mgmt      Yes       For       For
                                              Elect Director S. Marce Fuller                 Mgmt      Yes       For       For
                                              Elect Director Carl G. Miller                  Mgmt      Yes       For       For
                                              Elect Director William B. Mitchell             Mgmt      Yes       For       For
                                              Elect Director John R. Myers                   Mgmt      Yes       For       For
                                              Elect Director William W. Sihler               Mgmt      Yes       For       For
                                              Elect Director Albert E. Smith                 Mgmt      Yes       For       For
                                              Approve Executive Incentive Bonus Plan         Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
CYPRESS           CY     232806109 05/01/2006 Elect Director T.J. Rodgers                    Mgmt      Yes       For       For
SEMICONDUCTOR
CORP.
                                              Elect Director W. Steve Albrecht               Mgmt      Yes       For       For
                                              Elect Director Eric A. Benhamou                Mgmt      Yes       For       For
                                              Elect Director Lloyd Carney                    Mgmt      Yes       For       For
                                              Elect Director J. Daniel Mccranie              Mgmt      Yes       For       For
                                              Elect Director James R. Long                   Mgmt      Yes       For       For
                                              Elect Director Evert Van De Ven                Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
                                              Amend Qualified Employee Stock Purchase Plan   Mgmt      Yes       For       For
DRS TECHNOLOGIES, DRS    23330X100 08/04/2005 Elect  Director Mark S. Newman                 Mgmt      Yes       For       For
INC.
                                              Elect  Director Donald C. Fraser               Mgmt      Yes       For       For
                                              Elect  Director Steven S. Honigman             Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
DRS TECHNOLOGIES, DRS    23330X100 01/30/2006 Issue Shares in Connection with an Acquisition Mgmt      Yes       For       For
INC.
                                              Increase Authorized Common Stock               Mgmt      Yes       For       For
DSP GROUP, INC.   DSPG   23332B106 07/20/2005 Elect Director Yair Seroussi                   Mgmt      Yes       For       For
                                              Elect Director Yair Shamir                     Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
DSP GROUP, INC.   DSPG   23332B106 05/24/2006 Elect Director Patrick Tanguy                  Mgmt      Yes       For       For
                                              Amend Non-Employee Director Stock Option Plan  Mgmt      Yes       For       For
                                              Amend Qualified Employee Stock Purchase Plan   Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
ENERGY CONVERSION ENER   292659109 11/15/2005 Elect Director Robert I. Frey                  Mgmt      Yes       For       For
DEVICES, INC.
                                              Elect Director William J. Ketelhut             Mgmt      Yes       For       For
                                              Elect Director Florence I. Metz                Mgmt      Yes       For       For
                                              Elect Director Iris M. Ovshinsky               Mgmt      Yes       For       For
                                              Elect Director Stanford R. Ovshinsky           Mgmt      Yes       For       For
                                              Elect Director Stephen Rabinowitz              Mgmt      Yes       For       For
                                              Elect Director Robert C. Stempel               Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
ENSCO             ESV    26874Q100 05/09/2006 Elect  Director Gerald W. Haddock              Mgmt      Yes       For       For
INTERNATIONAL,
INC.
                                              Elect  Director Paul E. Rowsey, III            Mgmt      Yes       For       For
                                              Elect  Director Carl F. Thorne                 Mgmt      Yes       For       For
                                              Elect  Director Daniel W. Rabun                Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
FAIRCHILD         FCS    303726103 05/03/2006 Elect Director Richard A. Aurelio              Mgmt      Yes       For       For
SEMICONDUCTOR
INTERNATIONAL,
INC.
                                              Elect Director Charles P. Carinalli            Mgmt      Yes       For       For
                                              Elect Director Charles M. Clough               Mgmt      Yes       For       For
                                              Elect Director Robert F. Friel                 Mgmt      Yes       For       For
                                              Elect Director Thomas L. Magnanti              Mgmt      Yes       For       For
                                              Elect Director Kevin J. McGarity               Mgmt      Yes       For       For
                                              Elect Director Kirk P. Pond                    Mgmt      Yes       For       For
                                              Elect Director Bryan R. Roub                   Mgmt      Yes       For       For
                                              Elect Director Ronald W. Shelly                Mgmt      Yes       For       For
                                              Elect Director William N. Stout                Mgmt      Yes       For       For
                                              Elect Director Mark S. Thompson                Mgmt      Yes       For       For
                                              Amend Omnibus Stock Plan                       Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
FEI COMPANY       FEIC   30241L109 05/11/2006 Elect Director Michael J. Attardo              Mgmt      Yes       For       For
                                              Elect Director Thomas F. Kelly                 Mgmt      Yes       For       For
                                              Elect Director Gerhard Parker                  Mgmt      Yes       For       For
                                              Elect Director Lawrence A. Bock                Mgmt      Yes       For       For
                                              Elect Director William W. Lattin               Mgmt      Yes       For       For
                                              Elect Director James T. Richardson             Mgmt      Yes       For       For
                                              Elect Director Wilfred J. Corrigan             Mgmt      Yes       Withhold  Against
                                              Elect Director Jan C. Lobbezoo                 Mgmt      Yes       For       For
                                              Elect Director Donald R. Vanluvanee            Mgmt      Yes       Withhold  Against
                                              Amend Omnibus Stock Plan                       Mgmt      Yes       For       For
FLIR SYSTEMS,     FLIR   302445101 04/26/2006 Elect Director William W. Crouch               Mgmt      Yes       For       For
INC.
                                              Elect Director Earl R. Lewis                   Mgmt      Yes       For       For
                                              Elect Director Steven E. Wynne                 Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
FLORIDA ROCK      FRK    341140101 02/01/2006 Elect Director John A. Delaney                 Mgmt      Yes       For       For
INDUSTRIES, INC.
                                              Elect Director William P. Foley, II            Mgmt      Yes       For       For
                                              Elect Director Robert P. Crozer                Mgmt      Yes       For       For
                                              Elect Director Edward L. Baker                 Mgmt      Yes       For       For
                                              Elect Director J. Dix Druce, Jr.               Mgmt      Yes       For       For
                                              Elect Director John D. Milton, Jr.             Mgmt      Yes       For       For
                                              Elect Director William H. Walton, III          Mgmt      Yes       For       For
                                              Approve Executive Incentive Bonus Plan         Mgmt      Yes       For       For
                                              Increase Authorized Common Stock               Mgmt      Yes       For       For
FMC TECHNOLOGIES, FTI    30249U101 05/03/2006 Elect Director Mike R. Bowlin                  Mgmt      Yes       For       For
INC.
                                              Elect Director Edward J. Mooney                Mgmt      Yes       For       For
                                              Elect Director James M. Ringler                Mgmt      Yes       For       For
GOODRICH          GR     382388106 04/25/2006 Elect Director Diane C. Creel                  Mgmt      Yes       Withhold  Against
CORPORATION
                                              Elect Director George A. Davidson, Jr.         Mgmt      Yes       For       For
                                              Elect Director Harris E. DeLoach, Jr.          Mgmt      Yes       For       For
                                              Elect Director James W. Griffith               Mgmt      Yes       For       For
                                              Elect Director William R. Holland              Mgmt      Yes       For       For
                                              Elect Director John P. Jumper                  Mgmt      Yes       For       For
                                              Elect Director Marshall O. Larsen              Mgmt      Yes       For       For
                                              Elect Director Douglas E. Olesen               Mgmt      Yes       For       For
                                              Elect Director Alfred M. Rankin, Jr.           Mgmt      Yes       For       For
                                              Elect Director James R. Wilson                 Mgmt      Yes       For       For
                                              Elect Director A. Thomas Young                 Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
IDEX CORP.        IEX    45167R104 04/04/2006 Elect Director Michael T. Tokarz               Mgmt      Yes       For       For
                                              Elect Director Frank S. Hermance               Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
INNOVATIVE        ISSC   45769N105 03/08/2006 Elect  Director Geoffrey S.M. Hedrick          Mgmt      Yes       For       For
SOLUTIONS &
SUPPORT, INC.
                                              Elect  Director Winston J. Churchill           Mgmt      Yes       For       For
                                              Elect  Director Benjamin A. Cosgrove           Mgmt      Yes       For       For
ISHARES TRUST            464287648 08/11/2005 Elect  Director Lee T. Kranefuss               Mgmt      Yes       For       For
                                              Elect  Director John E. Martinez               Mgmt      Yes       For       For
                                              Elect  Director Richard K. Lyons               Mgmt      Yes       For       For
                                              Elect  Director George G.C. Parker             Mgmt      Yes       For       For
                                              Elect  Director W. Allen Reed                  Mgmt      Yes       For       For
                                              Elect  Director Cecilia H. Herbert             Mgmt      Yes       For       For
                                              Elect  Director Charles A. Hurty               Mgmt      Yes       For       For
                                              Elect  Director John E. Kerrigan               Mgmt      Yes       For       For
                                              Approve Change of Fundamental Investment       Mgmt      Yes       For       For
                                              Policy - Senior Securities
                                              Approve Change of Fundamental Investment       Mgmt      Yes       For       For
                                              Policy - Lending
                                              Approve Change of Fundamental Investment       Mgmt      Yes       For       For
                                              Objective to Non-fundamental
                                              Other Business                                 Mgmt      Yes       Against   Against
JACOBS            JEC    469814107 01/26/2006 Elect Director Joseph R. Bronson               Mgmt      Yes       For       For
ENGINEERING GROUP
INC.
                                              Elect Director Thomas M.T. Niles               Mgmt      Yes       For       For
                                              Elect Director David M. Petrone                Mgmt      Yes       For       For
                                              Elect Director Noel G. Watson                  Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
LECROY CORP.      LCRY   52324W109 10/26/2005 Elect  Director Charles A. Dickinson           Mgmt      Yes       For       For
                                              Elect  Director Norman R. Robertson            Mgmt      Yes       For       For
                                              Amend Non-Employee Director Omnibus Stock Plan Mgmt      Yes       For       For
                                              Amend Omnibus Stock Plan                       Mgmt      Yes       For       For
                                              Amend Qualified Employee Stock Purchase Plan   Mgmt      Yes       For       For
                                              Approve Executive Incentive Bonus Plan         Mgmt      Yes       For       For
MANOR CARE, INC.  HCR    564055101 05/09/2006 Elect Director Mary Taylor Behrens             Mgmt      Yes       For       For
                                              Elect Director Joseph F. Damico                Mgmt      Yes       For       For
                                              Elect Director John T. Schwieters              Mgmt      Yes       For       For
                                              Elect Director Richard C. Tuttle               Mgmt      Yes       For       For
                                              Elect Director M. Keith Weikel                 Mgmt      Yes       For       For
                                              Elect Director Gail R. Wilensky                Mgmt      Yes       For       For
                                              Elect Director Thomas L. Young                 Mgmt      Yes       For       For
MARTEK            MATK   572901106 03/16/2006 Elect Director James R. Beery                  Mgmt      Yes       For       For
BIOSCIENCES CORP.
                                              Elect Director Robert J. Flanagan              Mgmt      Yes       Withhold  Against
                                              Amend Omnibus Stock Plan                       Mgmt      Yes       For       For
MINE SAFETY       MSA    602720104 05/11/2006 Elect Director Thomas B. Hotopp                Mgmt      Yes       Withhold  Against
APPLIANCES CO.
                                              Elect Director John T. Ryan, III               Mgmt      Yes       Withhold  Against
                                              Elect Director Calvin A. Campbell, Jr.         Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
MOOG INC.         MOG.A  615394202 01/11/2006 Elect Director James L. Gray                   Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
NOVA CHEMICALS    NCX.   66977W109 04/05/2006 Elect J.A. Blumberg as Director                Mgmt      Yes       For       For
CORP.
                                              Elect F.P. Boer as Director                    Mgmt      Yes       For       For
                                              Elect J. Bougie as Director                    Mgmt      Yes       For       For
                                              Elect J.V. Creighton as Director               Mgmt      Yes       For       For
                                              Elect R.E. Dineen, Jr. as Director             Mgmt      Yes       For       For
                                              Elect L.Y. Fortier as Director                 Mgmt      Yes       For       For
                                              Elect K.L. Hawkins as Director                 Mgmt      Yes       For       For
                                              Elect J.M Lipton as Director                   Mgmt      Yes       For       For
                                              Elect A.M. Ludwick as Director                 Mgmt      Yes       For       For
                                              Elect J.E. Newall as Director                  Mgmt      Yes       For       For
                                              Elect J.G. Rennie as Director                  Mgmt      Yes       For       For
                                              Elect J.M Standford as Director                Mgmt      Yes       For       For
                                              Ratify Ernst & Young LLP as Auditors           Mgmt      Yes       For       For
NVIDIA            NVDA   67066G104 06/22/2006 Elect Director Tench Coxe                      Mgmt      Yes       For       For
CORPORATION
                                              Elect Director Mark L. Perry                   Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
OLIN CORP.        OLN    680665205 04/27/2006 Elect Director Donald W. Bogus                 Mgmt      Yes       For       For
                                              Elect Director C. Robert Bunch                 Mgmt      Yes       For       For
                                              Elect Director John M.B. O'Connor              Mgmt      Yes       For       For
                                              Elect Director Philip J. Schulz                Mgmt      Yes       For       For
                                              Approve Omnibus Stock Plan                     Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
OSHKOSH TRUCK     OSK    688239201 02/07/2006 Elect Director J. William Andersen             Mgmt      Yes       For       For
CORP.
                                              Elect Director Robert G. Bohn                  Mgmt      Yes       For       For
                                              Elect Director Robert A. Cornog                Mgmt      Yes       For       For
                                              Elect Director Richard M. Donnelly             Mgmt      Yes       For       For
                                              Elect Director Donald V. Fites                 Mgmt      Yes       For       For
                                              Elect Director Frederick M. Franks, Jr         Mgmt      Yes       For       For
                                              Elect Director Michael W. Grebe                Mgmt      Yes       For       For
                                              Elect Director Kathleen J. Hempel              Mgmt      Yes       For       For
                                              Elect Director Harvey N. Medvin                Mgmt      Yes       For       For
                                              Elect Director J. Peter Mosling, Jr.           Mgmt      Yes       For       For
                                              Elect Director Richard G. Sim                  Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
PARKER DRILLING   PKD    701081101 04/28/2006 Elect Director R. Rudolph Reinfrank            Mgmt      Yes       For       For
CO.
                                              Elect Director John W. Gibson, Jr.             Mgmt      Yes       For       For
                                              Elect Director James W. Whalen                 Mgmt      Yes       For       For
                                              Elect Director Robert W. Goldman               Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
PDL BIOPHARMA INC PDLI   69329Y104 06/14/2006 Elect Director Karen A. Dawes                  Mgmt      Yes       For       For
                                              Elect Director Bradford S. Goodwin             Mgmt      Yes       For       For
                                              Elect Director Mark Mcdade                     Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
                                              Adjourn Meeting                                Mgmt      Yes       Against   Against
PLUG POWER, INC.  PLUG   72919P103 06/28/2006 Elect Director Roger B. Saillant               Mgmt      Yes       For       For
                                              Elect Director Gary K. Willis                  Mgmt      Yes       For       For
                                              Elect Director Maureen O. Helmer               Mgmt      Yes       For       For
                                              Company Specific --Approval of Issuance of     Mgmt      Yes       Against   Against
                                              Shares to Smart Hydrogen Inc.
RF MICRO DEVICES, RFMD   749941100 08/02/2005 Elect  Director Robert A. Bruggeworth          Mgmt      Yes       For       For
INC.
                                              Elect  Director Daniel A. Dileo                Mgmt      Yes       For       For
                                              Elect  Director Dr. Frederick J. Leonberger    Mgmt      Yes       For       For
                                              Elect  Director Jeffery R. Gardner             Mgmt      Yes       For       For
                                              Elect  Director David A. Norbury               Mgmt      Yes       For       For
                                              Elect  Director Dr. Albert E. Paladino         Mgmt      Yes       For       For
                                              Elect  Director William J. Pratt               Mgmt      Yes       For       For
                                              Elect  Director Erik H. Van Der Kaay           Mgmt      Yes       For       For
                                              Elect  Director Walter H. Wilkinson Jr.        Mgmt      Yes       For       For
                                              Approve Option Exchange Program                Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
ROSS STORES, INC. ROST   778296103 05/18/2006 Elect Director Michael Balmuth                 Mgmt      Yes       For       For
                                              Elect Director K. Gunnar Bjorklund             Mgmt      Yes       For       For
                                              Elect Director Sharon D. Garrett               Mgmt      Yes       For       For
                                              Amend Executive Incentive Bonus Plan           Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
ROWAN COMPANIES,  RDC    779382100 04/28/2006 Elect Director John R. Huff                    Mgmt      Yes       For       For
INC.
                                              Elect Director Federick R. Lausen              Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
SANMINA-SCI CORP. SANM   800907107 02/27/2006 Elect Director Neil R. Bonke                   Mgmt      Yes       For       For
                                              Elect Director Alain Couder                    Mgmt      Yes       For       For
                                              Elect Director Mario M. Rosati                 Mgmt      Yes       For       For
                                              Elect Director A. Eugene Sapp, Jr.             Mgmt      Yes       For       For
                                              Elect Director Wayne Shortridge                Mgmt      Yes       For       For
                                              Elect Director Peter J. Simone                 Mgmt      Yes       For       For
                                              Elect Director Jure Sola                       Mgmt      Yes       For       For
                                              Elect Director Jacquelyn M. Ward               Mgmt      Yes       For       For
                                              Amend Qualified Employee Stock Purchase Plan   Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
SKYWEST, INC.     SKYW   830879102 05/02/2006 Elect Director Jerry C. Atkin                  Mgmt      Yes       For       For
                                              Elect Director J. Ralph Atkin                  Mgmt      Yes       Withhold  Against
                                              Elect Director Ian M. Cumming                  Mgmt      Yes       Withhold  Against
                                              Elect Director Robert G. Sarver                Mgmt      Yes       For       For
                                              Elect Director W. Steve Albrecht               Mgmt      Yes       For       For
                                              Elect Director Mervyn K. Cox                   Mgmt      Yes       For       For
                                              Elect Director Henry J. Eyring                 Mgmt      Yes       For       For
                                              Elect Director Steven F. Udvar-Hazy            Mgmt      Yes       Withhold  Against
                                              Ratify Auditors                                Mgmt      Yes       For       For
                                              Approve Qualified Employee Stock Purchase Plan Mgmt      Yes       For       For
                                              Approve Omnibus Stock Plan                     Mgmt      Yes       For       For
SVB FINANCIAL     SIVB   78486Q101 05/11/2006 Elect Director Eric A. Benhamou                Mgmt      Yes       For       For
GROUP
                                              Elect Director David M. Clapper                Mgmt      Yes       For       For
                                              Elect Director Roger F. Dunbar                 Mgmt      Yes       For       For
                                              Elect Director Joel P. Friedman                Mgmt      Yes       For       For
                                              Elect Director G. Felda Hardymon               Mgmt      Yes       Withhold  Against
                                              Elect Director Alex W. pete Hart               Mgmt      Yes       For       For
                                              Elect Director C. Richard Kramlich             Mgmt      Yes       Withhold  Against
                                              Elect Director James R. Porter                 Mgmt      Yes       For       For
                                              Elect Director Michaela K. Rodeno              Mgmt      Yes       For       For
                                              Elect Director Kenneth P. Wilcox               Mgmt      Yes       For       For
                                              Approve Omnibus Stock Plan                     Mgmt      Yes       Against   Against
                                              Ratify Auditors                                Mgmt      Yes       For       For
SYMYX             SMMX   87155S108 05/25/2006 Elect Director Thomas R. Baruch                Mgmt      Yes       For       For
TECHNOLOGIES,
INC.
                                              Elect Director Samuel D. Colella               Mgmt      Yes       For       For
                                              Elect Director Martin S. Gerstel               Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
THE CHEESECAKE    CAKE   163072101 05/31/2006 Elect Director Jerome I. Kransdorf             Mgmt      Yes       For       For
FACTORY, INC.
                                              Elect Director Wayne H. White                  Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
THE GORMAN-RUPP   GRC    383082104 04/27/2006 Fix Number of and Elect Director James C.      Mgmt      Yes       For       For
CO.                                           Gorman
                                              Elect Director Jeffrey S. Gorman               Mgmt      Yes       For       For
                                              Elect Director Thomas E. Hoaglin               Mgmt      Yes       For       For
                                              Elect Director Christopher H. Lake             Mgmt      Yes       For       For
                                              Elect Director Dr. Peter B. Lake               Mgmt      Yes       For       For
                                              Elect Director Rick R. Taylor                  Mgmt      Yes       For       For
                                              Elect Director W. Wayne Walston                Mgmt      Yes       For       For
                                              Elect Director John A. Walter                  Mgmt      Yes       Withhold  Against
                                              Ratify Auditors                                Mgmt      Yes       For       For
THE GREENBRIER    GBX    393657101 01/10/2006 Elect  Director William A. Furman              Mgmt      Yes       For       For
COMPANIES, INC.
                                              Elect  Director C. Bruce Ward                  Mgmt      Yes       For       For
                                              Elect  Director Charles J. Swindells           Mgmt      Yes       For       For
                                              Change State of Incorporation [From Delaware   Mgmt      Yes       For       For
                                              to Oregon]
                                              Ratify Auditors                                Mgmt      Yes       For       For
                                              Other Business                                 Mgmt      Yes       Against   Against
THE MANITOWOC     MTW    563571108 05/02/2006 Elect Director Daniel W. Duval                 Mgmt      Yes       For       For
COMPANY, INC.
                                              Elect Director James L. Packard                Mgmt      Yes       For       For
                                              Elect Director Terry D. Growcock               Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
THE STANLEY WORKS SWK    854616109 04/26/2006 Elect Director Eileen S. Kraus                 Mgmt      Yes       Withhold  Against
                                              Elect Director Lawrence A. Zimmerman           Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
                                              Approve Executive Incentive Bonus Plan         Mgmt      Yes       For       For
                                              Amend Omnibus Stock Plan                       Mgmt      Yes       For       For
                                              Declassify the Board of Directors              ShrHoldr  Yes       For       Against
ULTRATECH  INC.   UTEK   904034105 07/19/2005 Elect Director Thomas D. George                Mgmt      Yes       For       For
                                              Elect Director Dennis R. Raney                 Mgmt      Yes       For       For
                                              Elect Director Vincent F. Sollitto, Jr         Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For
URBAN OUTFITTERS, URBN   917047102 05/23/2006 Elect Director Richard A. Hayne                Mgmt      Yes       Withhold  Against
INC.
                                              Elect Director Scott A. Belair                 Mgmt      Yes       For       For
                                              Elect Director Harry S. Cherken, Jr.           Mgmt      Yes       Withhold  Against
                                              Elect Director Joel S. Lawson, III             Mgmt      Yes       For       For
                                              Elect Director Glen T. Senk                    Mgmt      Yes       Withhold  Against
                                              Elect Director Robert H. Strouse               Mgmt      Yes       For       For
WASTE             WCN    941053100 05/25/2006 Elect Director Michael W. Harlan               Mgmt      Yes       For       For
CONNECTIONS, INC.
                                              Elect Director William J. Razzouk              Mgmt      Yes       For       For
                                              Amend Omnibus Stock Plan                       Mgmt      Yes       For       For
                                              Ratify Auditors                                Mgmt      Yes       For       For








WESMARK BALANCED FUND  FOR THE PERIOD JULY 1, 2005 - JUNE 30, 2006
COMPANY         TICKER CUSIP     MEETING    AGENDA ITEM                                       PROPONENT VOTE CAST FUND VOTE FOR OR
                                 DATE                                                                                       AGAINST
                                                                                                                            MGMT
                                                                                                    
AMB PROPERTY    AMB    00163T109 05/11/2006 Elect Director Hamid R. Moghadam                  Mgmt      Yes       For       For
CORP.
                                            Elect Director W. Blake Baird                     Mgmt      Yes       For       For
                                            Elect Director Afsaneh M. Beschloss               Mgmt      Yes       For       For
                                            Elect Director T. Robert Burke                    Mgmt      Yes       For       For
                                            Elect Director David A. Cole                      Mgmt      Yes       For       For
                                            Elect Director Lydia H. Kennard                   Mgmt      Yes       For       For
                                            Elect Director J. Michael Losh                    Mgmt      Yes       For       For
                                            Elect Director Frederick W. Reid                  Mgmt      Yes       For       For
                                            Elect Director Jeffrey L. Skelton                 Mgmt      Yes       For       For
                                            Elect Director Thomas W. Tusher                   Mgmt      Yes       For       For
                                            Ratify Auditors                                   Mgmt      Yes       For       For
AMGEN, INC.     AMGN    31162100 05/10/2006 Elect Director Frederick W. Gluck                 Mgmt      Yes       For       For
                                            Elect Director J. Paul Reason                     Mgmt      Yes       For       For
                                            Elect Director Donald B. Rice                     Mgmt      Yes       For       For
                                            Elect Director Leonard D. Schaeffer               Mgmt      Yes       For       For
                                            Ratify Auditors                                   Mgmt      Yes       For       For
                                            Stock Retention                                   ShrHoldr  Yes       For       Against
                                            Link Executive Compensation to Social Issues      ShrHoldr  Yes       Against   For
                                            Submit Shareholder Rights Plan (Poison Pill) to   ShrHoldr  Yes       For       Against
                                            Shareholder Vote
                                            Develop an Animal Welfare Policy                  ShrHoldr  Yes       Against   For
                                            Require a Majority Vote for the Election of       ShrHoldr  Yes       For       Against
                                            Directors
                                            Report on Political Contributions                 ShrHoldr  Yes       For       For
ANHEUSER-BUSCH  BUD     35229103 04/26/2006 Elect Director James J. Forese                    Mgmt      Yes       For       For
COMPANIES, INC.
                                            Elect Director Vernon R. Loucks, Jr.              Mgmt      Yes       For       For
                                            Elect Director Vilma S. Martinez                  Mgmt      Yes       For       For
                                            Elect Director William Porter Payne               Mgmt      Yes       For       For
                                            Elect Director Edward E. Whitacre, Jr.            Mgmt      Yes       For       For
                                            Declassify the Board of Directors                 Mgmt      Yes       For       For
                                            Approve Non-Employee Director Restricted Stock    Mgmt      Yes       For       For
                                            Plan
                                            Ratify Auditors                                   Mgmt      Yes       For       For
ARCH COAL, INC. ACI     39380100 04/27/2006 Elect Director Frank M. Burke                     Mgmt      Yes       For       For
                                            Elect Director John W. Eaves                      Mgmt      Yes       For       For
                                            Elect Director Patricia F. Godley                 Mgmt      Yes       For       For
                                            Elect Director Thomas A. Lockhart                 Mgmt      Yes       For       For
                                            Elect Director Wesley M. Taylor                   Mgmt      Yes       For       For
                                            Increase Authorized Common Stock                  Mgmt      Yes       For       For
BANK OF AMERICA BAC     60505104 04/26/2006 Elect Director William Barnet, III                Mgmt      Yes       For       For
CORP.
                                            Elect Director Frank P. Bramble, Sr.              Mgmt      Yes       For       For
                                            Elect Director John T. Collins                    Mgmt      Yes       For       For
                                            Elect Director Gary L. Countryman                 Mgmt      Yes       For       For
                                            Elect Director Tommy R. Franks                    Mgmt      Yes       For       For
                                            Elect Director Paul Fulton                        Mgmt      Yes       For       For
                                            Elect Director Charles K. Gifford                 Mgmt      Yes       For       For
                                            Elect Director W. Steven Jones                    Mgmt      Yes       For       For
                                            Elect Director Kenneth D. Lewis                   Mgmt      Yes       For       For
                                            Elect Director Monica C. Lozano                   Mgmt      Yes       For       For
                                            Elect Director Walter E. Massey                   Mgmt      Yes       For       For
                                            Elect Director Thomas J. May                      Mgmt      Yes       For       For
                                            Elect Director Patricia E. Mitchell               Mgmt      Yes       For       For
                                            Elect Director Thomas M. Ryan                     Mgmt      Yes       For       For
                                            Elect Director O. Temple Sloan, Jr.               Mgmt      Yes       For       For
                                            Elect Director Meredith R. Spangler               Mgmt      Yes       For       For
                                            Elect Director Robert L. Tillman                  Mgmt      Yes       For       For
                                            Elect Director Jackie M. Ward                     Mgmt      Yes       For       For
                                            Ratify Auditors                                   Mgmt      Yes       For       For
                                            Amend Omnibus Stock Plan                          Mgmt      Yes       For       For
                                            Publish Political Contributions                   ShrHoldr  Yes       Against   For
                                            Require a Majority Vote for the Election of       ShrHoldr  Yes       For       Against
                                            Directors
                                            Provide for an Independent Chairman               ShrHoldr  Yes       For       Against
                                            Exclude Reference to Sexual Orientation from the  ShrHoldr  Yes       Against   For
                                            Company's EEO Statement
BP PLC  (FORM.          55622104 04/20/2006 Meeting for Holders of ADRs
BP AMOCO PLC )
                                            TO RECEIVE THE DIRECTORS  ANNUAL REPORT AND THE   Mgmt      Yes       For       For
                                            ACCOUNTS
                                            TO APPROVE THE DIRECTORS  REMUNERATION REPORT     Mgmt      Yes       For       For
                                            Elect  Director Dr D C Allen                      Mgmt      Yes       For       For
                                            Elect  Director Lord Browne                       Mgmt      Yes       For       For
                                            Elect  Director Mr J H  Bryan                     Mgmt      Yes       For       For
                                            Elect  Director Mr A  Burgmans                    Mgmt      Yes       For       For
                                            Elect  Director Mr I C  Conn                      Mgmt      Yes       For       For
                                            Elect  Director Mr E B  Davis, Jr                 Mgmt      Yes       For       For
                                            Elect  Director Mr D J  Flint                     Mgmt      Yes       For       For
                                            Elect  Director Dr B E  Grote                     Mgmt      Yes       For       For
                                            Elect  Director Dr A B  Hayward                   Mgmt      Yes       For       For
                                            Elect  Director Dr D S  Julius                    Mgmt      Yes       For       For
                                            Elect  Director Sir Tom Mckillop                  Mgmt      Yes       For       For
                                            Elect  Director Mr J A  Manzoni                   Mgmt      Yes       For       For
                                            Elect  Director Dr W E  Massey                    Mgmt      Yes       For       For
                                            Elect  Director Sir Ian Prosser                   Mgmt      Yes       For       For
                                            Elect  Director Mr M H Wilson                     Mgmt      Yes       For       For
                                            Elect  Director Mr P D Sutherland                 Mgmt      Yes       For       For
                                            Ratify Auditors                                   Mgmt      Yes       For       For
                                            SPECIAL RESOLUTION: TO GIVE LIMITED AUTHORITY FOR Mgmt      Yes       For       For
                                            THE PURCHASE OF ITS OWN SHARES BY THE COMPANY
                                            TO GIVE AUTHORITY TO ALLOT SHARES UP TO A         Mgmt      Yes       For       For
                                            SPECIFIED AMOUNT
                                            SPECIAL RESOLUTION: TO GIVE AUTHORITY TO ALLOT A  Mgmt      Yes       For       For
                                            LIMITED NUMBER OF SHARES FOR CASH WITHOUT MAKING
                                            AN OFFER TO SHAREHOLDERS
BRUNSWICK CORP. BC     117043109 05/03/2006 Elect Director Michael J. Callahan                Mgmt      Yes       For       For
                                            Elect Director Manuel A. Fernandez                Mgmt      Yes       For       For
                                            Elect Director Peter B. Hamilton                  Mgmt      Yes       For       For
                                            Elect Director Roger W. Schipke                   Mgmt      Yes       For       For
                                            Amend Omnibus Stock Plan                          Mgmt      Yes       For       For
                                            Ratify Auditors                                   Mgmt      Yes       For       For
BURLINGTON      BNI    12189T104 04/19/2006 Elect Director A.L. Boeckmann                     Mgmt      Yes       For       For
NORTHERN SANTA
FE CORP.
                                            Elect Director D.G. Cook                          Mgmt      Yes       For       For
                                            Elect Director V.S. Martinez                      Mgmt      Yes       For       For
                                            Elect Director M.F. Racicot                       Mgmt      Yes       For       For
                                            Elect Director R.S. Roberts                       Mgmt      Yes       For       For
                                            Elect Director M.K. Rose                          Mgmt      Yes       For       For
                                            Elect Director M.J. Shapiro                       Mgmt      Yes       For       For
                                            Elect Director J.C. Watts, Jr                     Mgmt      Yes       For       For
                                            Elect Director R.H. West                          Mgmt      Yes       For       For
                                            Elect Director J.S. Whisler                       Mgmt      Yes       For       For
                                            Elect Director E.E. Whitacre, Jr.                 Mgmt      Yes       For       For
                                            Ratify Auditors                                   Mgmt      Yes       For       For
                                            Amend Omnibus Stock Plan                          Mgmt      Yes       For       For
                                            Amend Executive Incentive Bonus Plan              Mgmt      Yes       For       For
                                            Require a Majority Vote for the Election of       ShrHoldr  Yes       For       Against
                                            Directors
                                            Separate Chairman and CEO Positions               ShrHoldr  Yes       For       Against
CARNIVAL CORP.  CCL    143658300 04/20/2006 Meeting for Holders of ADRs
                                            Elect  Director Micky Arison                      Mgmt      Yes       For       For
                                            Elect  Director Amb Richard G. Capen Jr           Mgmt      Yes       For       For
                                            Elect  Director Robert H. Dickinson               Mgmt      Yes       For       For
                                            Elect  Director Arnold W. Donald                  Mgmt      Yes       For       For
                                            Elect  Director Pier Luigi Foschi                 Mgmt      Yes       For       For
                                            Elect  Director Howard S. Frank                   Mgmt      Yes       For       For
                                            Elect  Director Richard J. Glasier                Mgmt      Yes       For       For
                                            Elect  Director Baroness Hogg                     Mgmt      Yes       For       For
                                            Elect  Director A. Kirk Lanterman                 Mgmt      Yes       For       For
                                            Elect  Director Modesto A. Maidique               Mgmt      Yes       For       For
                                            Elect  Director Sir John Parker                   Mgmt      Yes       For       For
                                            Elect  Director Peter G. Ratcliffe                Mgmt      Yes       For       For
                                            Elect  Director Stuart Subotnick                  Mgmt      Yes       For       For
                                            Elect  Director Uzi Zucker                        Mgmt      Yes       For       For
                                            Ratify Auditors                                   Mgmt      Yes       For       For
                                            TO AUTHORIZE THE AUDIT COMMITTEE OF CARNIVAL PLC  Mgmt      Yes       For       For
                                            TO AGREE TO THE REMUNERATION OF THE INDEPENDENT
                                            AUDITORS.
                                            TO RECEIVE THE ACCOUNTS AND REPORTS FOR CARNIVAL  Mgmt      Yes       For       For
                                            PLC FOR THE FINANCIAL YEAR ENDED NOVEMBER 30,
                                            2005.
                                            TO APPROVE THE DIRECTORS  REMUNERATION REPORT OF  Mgmt      Yes       For       For
                                            CARNIVAL PLC.
                                            TO APPROVE LIMITS ON THE AUTHORITY TO ALLOT       Mgmt      Yes       For       For
                                            SHARES BY CARNIVAL PLC.
                                            TO APPROVE THE DISAPPLICATION OF PRE-EMPTION      Mgmt      Yes       For       For
                                            RIGHTS FOR CARNIVAL PLC.
                                            TO APPROVE A GENERAL AUTHORITY FOR CARNIVAL PLC   Mgmt      Yes       For       For
                                            TO BUY BACK CARNIVAL PLC ORDINARY SHARES IN THE
                                            OPEN MARKET.
CATERPILLAR     CAT    149123101 06/14/2006 Elect Director David R. Goode                     Mgmt      Yes       For       For
INC.
                                            Elect Director James W. Owens                     Mgmt      Yes       For       For
                                            Elect Director Charles D. Powell                  Mgmt      Yes       For       For
                                            Elect Director Joshua I. Smith                    Mgmt      Yes       For       For
                                            Increase Authorized Common Stock                  Mgmt      Yes       For       For
                                            Approve Omnibus Stock Plan                        Mgmt      Yes       Against   Against
                                            Approve Executive Incentive Bonus Plan            Mgmt      Yes       For       For
                                            Ratify Auditors                                   Mgmt      Yes       For       For
                                            Declassify the Board of Directors                 ShrHoldr  Yes       For       Against
                                            Separate Chairman and CEO Positions               ShrHoldr  Yes       For       Against
                                            Require a Majority Vote for the Election of       ShrHoldr  Yes       For       Against
                                            Directors
CISCO SYSTEMS,  CSCO   17275R102 11/15/2005 Elect  Director Carol A. Bartz                    Mgmt      Yes       For       For
INC.
                                            Elect  Director M. Michele Burns                  Mgmt      Yes       For       For
                                            Elect  Director Larry R. Carter                   Mgmt      Yes       For       For
                                            Elect  Director John T. Chambers                  Mgmt      Yes       For       For
                                            Elect  Director Dr. John L. Hennessy              Mgmt      Yes       For       For
                                            Elect  Director Richard M. Kovacevich             Mgmt      Yes       For       For
                                            Elect  Director Roderick C. McGeary               Mgmt      Yes       For       For
                                            Elect  Director James C. Morgan                   Mgmt      Yes       For       For
                                            Elect  Director John P. Morgridge                 Mgmt      Yes       For       For
                                            Elect  Director Steven M. West                    Mgmt      Yes       For       For
                                            Elect  Director Jerry Yang                        Mgmt      Yes       For       For
                                            Approve Stock Option Plan                         Mgmt      Yes       For       For
                                            Ratify Auditors                                   Mgmt      Yes       For       For
                                            Review/Limit Executive Compensation               ShrHoldr  Yes       For       Against
                                            Report on Pay Disparity                           ShrHoldr  Yes       Against   For
                                            Report on Human Rights Policy                     ShrHoldr  Yes       Against   For
CITIGROUP INC.  C      172967101 04/18/2006 Elect Director C. Michael Armstrong               Mgmt      Yes       For       For
                                            Elect Director Alain J.P. Belda                   Mgmt      Yes       For       For
                                            Elect Director George David                       Mgmt      Yes       For       For
                                            Elect Director Kenneth T. Derr                    Mgmt      Yes       For       For
                                            Elect Director John M. Deutch                     Mgmt      Yes       For       For
                                            Elect Director Roberto Hernandez Ramirez          Mgmt      Yes       For       For
                                            Elect Director Ann Dibble Jordan                  Mgmt      Yes       For       For
                                            Elect Director Klaus Kleinfeld                    Mgmt      Yes       For       For
                                            Elect Director Andrew N. Liveris                  Mgmt      Yes       For       For
                                            Elect Director Dudley C. Mecum                    Mgmt      Yes       For       For
                                            Elect Director Anne M. Mulcahy                    Mgmt      Yes       For       For
                                            Elect Director Richard D. Parsons                 Mgmt      Yes       For       For
                                            Elect Director Charles Prince                     Mgmt      Yes       For       For
                                            Elect Director Dr. Judith Rodin                   Mgmt      Yes       For       For
                                            Elect Director Robert E. Rubin                    Mgmt      Yes       For       For
                                            Elect Director Franklin A. Thomas                 Mgmt      Yes       For       For
                                            Ratify Auditors                                   Mgmt      Yes       For       For
                                            Reduce Supermajority Vote Requirement             Mgmt      Yes       For       For
                                            Reduce Supermajority Vote Requirement             Mgmt      Yes       For       For
                                            Reduce Supermajority Vote Requirement             Mgmt      Yes       For       For
                                            End Issuance of Options and Prohibit Repricing    ShrHoldr  Yes       Against   For
                                            Report on Political Contributions                 ShrHoldr  Yes       Against   For
                                            Report on Charitable Contributions                ShrHoldr  Yes       Against   For
                                            Performance-Based Equity Awards                   ShrHoldr  Yes       For       Against
                                            Reimbursement of Expenses Incurred by             ShrHoldr  Yes       Against   For
                                            Shareholder(s)
                                            Separate Chairman and CEO Positions               ShrHoldr  Yes       Against   For
                                            Clawback of Payments Under Restatement            ShrHoldr  Yes       Against   For
CITIZENS        CZN    17453B101 05/25/2006 Elect Director Kathleen Q. Abernathy              Mgmt      Yes       For       For
COMMUNICATIONS
CO.
                                            Elect Director Leroy T. Barnes, Jr.               Mgmt      Yes       For       For
                                            Elect Director Jeri Finard                        Mgmt      Yes       For       For
                                            Elect Director Lawton Wehle Fitt                  Mgmt      Yes       For       For
                                            Elect Director Stanley Harfenist                  Mgmt      Yes       For       For
                                            Elect Director William M. Kraus                   Mgmt      Yes       For       For
                                            Elect Director Howard L. Schrott                  Mgmt      Yes       For       For
                                            Elect Director Larraine D. Segil                  Mgmt      Yes       For       For
                                            Elect Director Bradley E. Singer                  Mgmt      Yes       For       For
                                            Elect Director Edwin Tornberg                     Mgmt      Yes       For       For
                                            Elect Director David H. Ward                      Mgmt      Yes       For       For
                                            Elect Director Myron A. Wick, III                 Mgmt      Yes       For       For
                                            Elect Director Mary Agnes Wilderotter             Mgmt      Yes       For       For
                                            Approve Non-Employee Director Omnibus Stock Plan  Mgmt      Yes       For       For
                                            Submit Severance Agreement (Change in Control) to ShrHoldr  Yes       For       Against
                                            shareholder Vote
                                            Ratify Auditors                                   Mgmt      Yes       For       For
COCA-COLA       CCE    191219104 04/28/2006 Elect Director Calvin Darden                      Mgmt      Yes       For       For
ENTERPRISES
INC.
                                            Elect Director J. Alexander M. Douglas Jr.        Mgmt      Yes       For       For
                                            Elect Director Marvin J. Herb                     Mgmt      Yes       For       For
                                            Elect Director Donna A. James                     Mgmt      Yes       For       For
                                            Elect Director Lowry F. Kline                     Mgmt      Yes       For       For
                                            Ratify Auditors                                   Mgmt      Yes       For       For
                                            Eliminate or Restrict Severance Agreements        ShrHoldr  Yes       For       Against
                                            (Change-in-Control)
CONOCOPHILLIPS  COP    20825C104 05/10/2006 Elect Director Richard L. Armitage                Mgmt      Yes       For       For
                                            Elect Director Richard H. Auchinleck              Mgmt      Yes       For       For
                                            Elect Director Harald J. Norvik                   Mgmt      Yes       For       For
                                            Elect Director William K. Reilly                  Mgmt      Yes       For       For
                                            Elect Director Victoria J. Tschinkel              Mgmt      Yes       For       For
                                            Elect Director Kathryn C. Turner                  Mgmt      Yes       For       For
                                            Ratify Auditors                                   Mgmt      Yes       For       For
                                            Report Damage Resulting From Drilling Inside the  ShrHoldr  Yes       For       Against
                                            National Petroleum Reserve
                                            Require a Majority Vote for the Election of       ShrHoldr  Yes       For       Against
                                            Directors
                                            Submit Supplemental Executive Retirement Plans to ShrHoldr  Yes       For       Against
                                            Shareholder vote
                                            Report Accountability for Company's Environmental ShrHoldr  Yes       Against   For
                                            Impacts due to Operation
                                            Non-Employee Director Compensation                ShrHoldr  Yes       Against   For
CVS CORPORATION CVS    126650100 05/11/2006 Elect Director W. Don Cornwell                    Mgmt      Yes       For       For
                                            Elect Director David W. Dorman                    Mgmt      Yes       For       For
                                            Elect Director Thomas P. Gerrity                  Mgmt      Yes       For       For
                                            Elect Director Marian L. Heard                    Mgmt      Yes       For       For
                                            Elect Director William H. Joyce                   Mgmt      Yes       For       For
                                            Elect Director Terrence Murray                    Mgmt      Yes       For       For
                                            Elect Director Sheli Z. Rosenberg                 Mgmt      Yes       For       For
                                            Elect Director Thomas M. Ryan                     Mgmt      Yes       For       For
                                            Elect Director Alfred J. Verrecchia               Mgmt      Yes       For       For
                                            Ratify Auditors                                   Mgmt      Yes       For       For
                                            Require a Majority Vote for the Election of       ShrHoldr  Yes       For       Against
                                            Directors
                                            Submit Supplemental Executive Retirement Plans to ShrHoldr  Yes       For       Against
                                            Shareholder vote
                                            Separate Chairman and CEO Positions               ShrHoldr  Yes       For       Against
                                            Report on Feasibility of Product Reformulation    ShrHoldr  Yes       Against   For
EBAY INC.       EBAY   278642103 06/13/2006 Elect Director William C. Ford, Jr.               Mgmt      Yes       For       For
                                            Elect Director Dawn G. Lepore                     Mgmt      Yes       For       For
                                            Elect Director Pierre M. Omidyar                  Mgmt      Yes       For       For
                                            Elect Director Richard T. Sclosberg, III          Mgmt      Yes       For       For
                                            Amend Stock Option Plan                           Mgmt      Yes       For       For
                                            Ratify Auditors                                   Mgmt      Yes       For       For
ENSCO           ESV    26874Q100 05/09/2006 Elect  Director Gerald W. Haddock                 Mgmt      Yes       For       For
INTERNATIONAL,
INC.
                                            Elect  Director Paul E. Rowsey, III               Mgmt      Yes       For       For
                                            Elect  Director Carl F. Thorne                    Mgmt      Yes       For       For
                                            Elect  Director Daniel W. Rabun                   Mgmt      Yes       For       For
                                            Ratify Auditors                                   Mgmt      Yes       For       For
FORTUNE BRANDS, FO     349631101 04/25/2006 Elect Director Patricia O. Ewers                  Mgmt      Yes       For       For
INC.
                                            Elect Director Eugene A. Renna                    Mgmt      Yes       For       For
                                            Elect Director David M. Thomas                    Mgmt      Yes       For       For
                                            Ratify Auditors                                   Mgmt      Yes       For       For
                                            Declassify the Board of Directors                 ShrHoldr  Yes       For       Against
                                            Performance-Based and/or Time-Based Equity Awards ShrHoldr  Yes       For       Against
GENERAL         GE     369604103 04/26/2006 Elect Director James I. Cash, Jr.                 Mgmt      Yes       For       For
ELECTRIC CO.
                                            Elect Director Sir William M. Castell             Mgmt      Yes       For       For
                                            Elect Director Ann M. Fudge                       Mgmt      Yes       For       For
                                            Elect Director Claudio X. Gonzalez                Mgmt      Yes       Withhold  Against
                                            Elect Director Jeffrey R. Immelt                  Mgmt      Yes       For       For
                                            Elect Director Andrea Jung                        Mgmt      Yes       For       For
                                            Elect Director Alan G. Lafley                     Mgmt      Yes       For       For
                                            Elect Director Robert W. Lane                     Mgmt      Yes       For       For
                                            Elect Director Ralph S. Larsen                    Mgmt      Yes       For       For
                                            Elect Director Rochelle B. Lazarus                Mgmt      Yes       For       For
                                            Elect Director Sam Nunn                           Mgmt      Yes       For       For
                                            Elect Director Roger S. Penske                    Mgmt      Yes       For       For
                                            Elect Director Robert J. Swieringa                Mgmt      Yes       For       For
                                            Elect Director Douglas A. Warner, III             Mgmt      Yes       For       For
                                            Elect Director Robert C. Wright                   Mgmt      Yes       For       For
                                            Ratify Auditors                                   Mgmt      Yes       For       For
                                            Restore or Provide for Cumulative Voting          ShrHoldr  Yes       Against   For
                                            Adopt Policy on Overboarded Directors             ShrHoldr  Yes       For       Against
                                            Company-Specific -- One Director from the Ranks   ShrHoldr  Yes       Against   For
                                            of the Retirees
                                            Separate Chairman and CEO Positions               ShrHoldr  Yes       Against   For
                                            Require a Majority Vote for the Election of       ShrHoldr  Yes       Against   For
                                            Directors
                                            Report on Environmental Policies                  ShrHoldr  Yes       Against   For
GOOGLE INC      GOOG   38259P508 05/11/2006 Elect Director Eric Schmidt                       Mgmt      Yes       For       For
                                            Elect Director Sergey Brin                        Mgmt      Yes       For       For
                                            Elect Director Larry Page                         Mgmt      Yes       For       For
                                            Elect Director L. John Doerr                      Mgmt      Yes       For       For
                                            Elect Director John L. Hennessy                   Mgmt      Yes       For       For
                                            Elect Director Arthur D. Levinson                 Mgmt      Yes       For       For
                                            Elect Director Ann Mather                         Mgmt      Yes       For       For
                                            Elect Director Michael Moritz                     Mgmt      Yes       For       For
                                            Elect Director Paul S. Otellini                   Mgmt      Yes       For       For
                                            Elect Director K. Ram Shriram                     Mgmt      Yes       For       For
                                            Elect Director Shirley M. Tilghman                Mgmt      Yes       For       For
                                            Ratify Auditors                                   Mgmt      Yes       For       For
                                            Amend Omnibus Stock Plan                          Mgmt      Yes       Against   Against
                                            Company-Specific-Recapitalization Plan            ShrHoldr  Yes       For       Against
HOME DEPOT,     HD     437076102 05/25/2006 Elect Director Gregory D. Brenneman               Mgmt      Yes       Withhold  Against
INC. (THE)
                                            Elect Director John L. Clendenin                  Mgmt      Yes       Withhold  Against
                                            Elect Director Claudio X. Gonzalez                Mgmt      Yes       Withhold  Against
                                            Elect Director Milledge A. Hart, III              Mgmt      Yes       Withhold  Against
                                            Elect Director Bonnie G. Hill                     Mgmt      Yes       Withhold  Against
                                            Elect Director Laban P. Jackson, Jr.              Mgmt      Yes       Withhold  Against
                                            Elect Director Lawrence R. Johnston               Mgmt      Yes       Withhold  Against
                                            Elect Director Kenneth G. Langone                 Mgmt      Yes       Withhold  Against
                                            Elect Director Angelo R. Mozilo                   Mgmt      Yes       For       For
                                            Elect Director Robert L. Nardelli                 Mgmt      Yes       Withhold  Against
                                            Elect Director Thomas J. Ridge                    Mgmt      Yes       Withhold  Against
                                            Ratify Auditors                                   Mgmt      Yes       For       For
                                            Increase Disclosure of Executive Compensation     ShrHoldr  Yes       For       Against
                                            Report on EEOC-Related Activities                 ShrHoldr  Yes       For       Against
                                            Separate Chairman and CEO Positions               ShrHoldr  Yes       For       Against
                                            Require a Majority Vote for the Election of       ShrHoldr  Yes       For       Against
                                            Directors
                                            Submit Supplemental Executive Retirement Plans to ShrHoldr  Yes       For       Against
                                            Shareholder vote
                                            Report on Political Contributions                 ShrHoldr  Yes       For       Against
                                            Increase Disclosure of Executive Compensation     ShrHoldr  Yes       For       Against
                                            Affirm Political Non-partisanship                 ShrHoldr  Yes       Against   For
INGERSOLL-RAND  IR     G4776G101 06/07/2006 Meeting for Holders of ADRs
COMPANY LIMITED
                                            Elect  Director T.E. Martin                       Mgmt      Yes       Withhold  Against
                                            Elect  Director P. Nachtigal                      Mgmt      Yes       For       For
                                            Elect  Director R.J. Swift                        Mgmt      Yes       For       For
                                            Ratify Auditors                                   Mgmt      Yes       For       For
INTEL CORP.     INTC   458140100 05/17/2006 Elect Director CRAIG R. BARRETT                   Mgmt      Yes       For       For
INTEL CORP.     INTC   458140100 05/17/2006 Elect Director CHARLENE BARSHEFSKY                Mgmt      Yes       For       For
                                            Elect Director E. JOHN P. BROWNE                  Mgmt      Yes       For       For
                                            Elect Director D. JAMES GUZY                      Mgmt      Yes       For       For
                                            Elect Director REED E. HUNDT                      Mgmt      Yes       For       For
                                            Elect Director PAUL S. OTELLINI                   Mgmt      Yes       For       For
                                            Elect Director JAMES D. PLUMMER                   Mgmt      Yes       For       For
                                            Elect Director DAVID S. POTTRUCK                  Mgmt      Yes       For       For
                                            Elect Director JANE E. SHAW                       Mgmt      Yes       For       For
                                            Elect Director JOHN L. THORNTON                   Mgmt      Yes       For       For
                                            Elect Director DAVID B. YOFFIE                    Mgmt      Yes       For       For
                                            Rescind Fair Price Provision                      Mgmt      Yes       For       For
                                            Amend Articles/Bylaws/Repeal Supermajority Vote   Mgmt      Yes       For       For
                                            Ratify Auditors                                   Mgmt      Yes       For       For
                                            Approve Omnibus Stock Plan                        Mgmt      Yes       For       For
                                            Approve Qualified Employee Stock Purchase Plan    Mgmt      Yes       For       For
ISHARES TRUST          464287481 08/11/2005 Elect  Director Lee T. Kranefuss                  Mgmt      Yes       For       For
                                            Elect  Director John E. Martinez                  Mgmt      Yes       For       For
                                            Elect  Director Richard K. Lyons                  Mgmt      Yes       For       For
                                            Elect  Director George G.C. Parker                Mgmt      Yes       For       For
                                            Elect  Director W. Allen Reed                     Mgmt      Yes       For       For
                                            Elect  Director Cecilia H. Herbert                Mgmt      Yes       For       For
                                            Elect  Director Charles A. Hurty                  Mgmt      Yes       For       For
                                            Elect  Director John E. Kerrigan                  Mgmt      Yes       For       For
                                            Approve Change of Fundamental Investment Policy - Mgmt      Yes       For       For
                                            Senior Securities
                                            Approve Change of Fundamental Investment Policy - Mgmt      Yes       For       For
                                            Lending
                                            Approve Change of Fundamental Investment          Mgmt      Yes       For       For
                                            Objective to Non-fundamental
                                            Other Business                                    Mgmt      Yes       Against   For
KELLOGG CO.     K      487836108 04/21/2006 Elect Director John T. Dillon                     Mgmt      Yes       For       For
                                            Elect Director James M. Jenness                   Mgmt      Yes       For       For
                                            Elect Director L. Daniel Jorndt                   Mgmt      Yes       For       For
                                            Elect Director William D. Perez                   Mgmt      Yes       For       For
                                            Ratify Auditors                                   Mgmt      Yes       For       For
                                            Approve Executive Incentive Bonus Plan            Mgmt      Yes       For       For
                                            Sustainability Report                             ShrHoldr  Yes       Against   For
KOHL'S CORP.    KSS    500255104 04/26/2006 Elect Director Jay H. Baker                       Mgmt      Yes       For       For
                                            Elect Director Steven A. Burd                     Mgmt      Yes       For       For
                                            Elect Director Kevin Mansell                      Mgmt      Yes       For       For
                                            Elect Director Peter M. Sommerhauser              Mgmt      Yes       For       For
                                            Ratify Auditors                                   Mgmt      Yes       For       For
                                            Declassify the Board of Directors                 Mgmt      Yes       For       For
                                            Require a Majority Vote for the Election of       ShrHoldr  Yes       For       Against
                                            Directors
MEDTRONIC, INC. MDT    585055106 08/25/2005 Elect Director Shirley Ann Jackson, Ph.D.         Mgmt      Yes       For       For
                                            Elect Director Denise M. O'Leary                  Mgmt      Yes       For       For
                                            Elect Director Jean-Pierre Rosso                  Mgmt      Yes       For       For
                                            Elect Director Jack W. Schuler                    Mgmt      Yes       Withhold  Against
                                            Ratify Auditors                                   Mgmt      Yes       For       For
                                            Approve Qualified Employee Stock Purchase Plan    Mgmt      Yes       For       For
                                            Amend Non-Employee Director Stock Option Plan     Mgmt      Yes       For       For
MELLON          MEL    58551A108 04/18/2006 Elect Director Paul L. Cejas                      Mgmt      Yes       For       For
FINANCIAL CORP.
                                            Elect Director Seward Prosser Mellon              Mgmt      Yes       For       For
                                            Elect Director Mark A. Nordenberg                 Mgmt      Yes       For       For
                                            Elect Director W.E. Strickland, Jr.               Mgmt      Yes       For       For
                                            Approve Non-Employee Director Restricted Stock    Mgmt      Yes       For       For
                                            Plan
                                            Amend Vote Requirements to Amend                  ShrHoldr  Yes       For       Against
                                            Articles/Bylaws/Charter
                                            Ratify Auditors                                   Mgmt      Yes       For       For
MICROSOFT CORP. MSFT   594918104 11/09/2005 Elect Director William H. Gates, III              Mgmt      Yes       For       For
                                            Elect Director Steven A. Ballmer                  Mgmt      Yes       For       For
                                            Elect Director James I. Cash Jr.                  Mgmt      Yes       For       For
                                            Elect Director Dina Dublon                        Mgmt      Yes       For       For
                                            Elect Director Raymond V. Gilmartin               Mgmt      Yes       For       For
                                            Elect Director A. Mclaughlin Korologos            Mgmt      Yes       For       For
                                            Elect Director David F. Marquardt                 Mgmt      Yes       For       For
                                            Elect Director Charles H. Noski                   Mgmt      Yes       For       For
                                            Elect Director Helmut Panke                       Mgmt      Yes       For       For
                                            Elect Director Jon A. Shirley                     Mgmt      Yes       For       For
                                            Ratify Auditors                                   Mgmt      Yes       For       For
NABORS          NBR    G6359F103 03/30/2006 Meeting for Holders of ADRs
INDUSTRIES,
LTD.
                                            Increase Authorized Common Stock                  Mgmt      Yes       For       For
                                            Meeting for Holders of ADRs
                                            Elect  Director Eugene M. Isenberg                Mgmt      Yes       For       For
                                            Ratify Auditors                                   Mgmt      Yes       For       For
                                            MANAGEMENT PROPOSAL: APPROVAL OF THE COMPANY S    Mgmt      Yes       Against   Against
                                            AMENDED AND RESTATED 2003 EMPLOYEE STOCK PLAN.
NVIDIA          NVDA   67066G104 06/22/2006 Elect Director Tench Coxe                         Mgmt      Yes       For       For
CORPORATION
                                            Elect Director Mark L. Perry                      Mgmt      Yes       For       For
                                            Ratify Auditors                                   Mgmt      Yes       For       For
OMNICOM GROUP   OMC    681919106 05/23/2006 Elect Director John D. Wren                       Mgmt      Yes       For       For
INC.
                                            Elect Director Bruce Crawford                     Mgmt      Yes       For       For
                                            Elect Director Robert Charles Clark               Mgmt      Yes       For       For
                                            Elect Director Leonard S. Coleman, Jr             Mgmt      Yes       For       For
                                            Elect Director Errol M. Cook                      Mgmt      Yes       For       For
                                            Elect Director Susan S. Denison                   Mgmt      Yes       For       For
                                            Elect Director Michael A. Henning                 Mgmt      Yes       For       For
                                            Elect Director John R. Murphy                     Mgmt      Yes       For       For
                                            Elect Director John R. Purcell                    Mgmt      Yes       For       For
                                            Elect Director Linda Johnson Rice                 Mgmt      Yes       For       For
                                            Elect Director Gary L. Roubos                     Mgmt      Yes       For       For
                                            Ratify Auditors                                   Mgmt      Yes       For       For
PETRO-CANADA    PCA.   71644E102 04/25/2006 Elect Director Ron A. Brenneman                   Mgmt      Yes       For       For
                                            Elect Director Angus A. Bruneau                   Mgmt      Yes       For       For
                                            Elect Director Gail Cook-Bennett                  Mgmt      Yes       For       For
                                            Elect Director Richard J. Currie                  Mgmt      Yes       For       For
                                            Elect Director Claude Fontaine                    Mgmt      Yes       For       For
                                            Elect Director Paul Haseldonckx                   Mgmt      Yes       For       For
                                            Elect Director Thomas E. Kierans                  Mgmt      Yes       For       For
                                            Elect Director Brian F. MacNeill                  Mgmt      Yes       For       For
                                            Elect Director Maureen McCaw                      Mgmt      Yes       For       For
                                            Elect Director Paul D. Melnuk                     Mgmt      Yes       For       For
                                            Elect Director Guylaine Saucier                   Mgmt      Yes       For       For
                                            Elect Director James W. Simpson                   Mgmt      Yes       For       For
                                            Ratify Deloitte & Touche LLP as Auditors          Mgmt      Yes       For       For
PFIZER INC.     PFE    717081103 04/27/2006 Elect Director Michael S. Brown                   Mgmt      Yes       For       For
                                            Elect Director M. Anthony Burns                   Mgmt      Yes       For       For
                                            Elect Director Robert N. Burt                     Mgmt      Yes       For       For
                                            Elect Director W. Don Cornwell                    Mgmt      Yes       For       For
                                            Elect Director William H. Gray, III               Mgmt      Yes       For       For
                                            Elect Director Constance J. Horner                Mgmt      Yes       For       For
                                            Elect Director William R. Howell                  Mgmt      Yes       For       For
                                            Elect Director Stanley O. Ikenberry               Mgmt      Yes       For       For
                                            Elect Director George A. Lorch                    Mgmt      Yes       Withhold  For
                                            Elect Director Henry A. McKinnell                 Mgmt      Yes       For       For
                                            Elect Director Dana G. Mead                       Mgmt      Yes       Withhold  For
                                            Elect Director Ruth J. Simmons                    Mgmt      Yes       For       For
                                            Elect Director William C. Steere, Jr.             Mgmt      Yes       For       For
                                            Ratify Auditors                                   Mgmt      Yes       For       For
                                            Reduce Supermajority Vote Requirement             Mgmt      Yes       For       For
                                            Establish Term Limits for Directors               ShrHoldr  Yes       Against   For
                                            Social Proposal                                   ShrHoldr  Yes       Against   For
                                            Restore or Provide for Cumulative Voting          ShrHoldr  Yes       For       Against
                                            Separate Chairman and CEO Positions               ShrHoldr  Yes       For       Against
                                            Report on Political Contributions                 ShrHoldr  Yes       Against   For
                                            Report on Animal Welfare Policy                   ShrHoldr  Yes       Against   For
                                            Reort on Animal-based Testing                     ShrHoldr  Yes       Against   For
SANDISK CORP.   SNDK   80004C101 05/25/2006 Elect Director Eli Harari                         Mgmt      Yes       For       For
                                            Elect Director Irwin Federman                     Mgmt      Yes       For       For
                                            Elect Director Steven J. Gomo                     Mgmt      Yes       For       For
                                            Elect Director Eddy W. Hartenstein                Mgmt      Yes       For       For
                                            Elect Director Catherine P. Lego                  Mgmt      Yes       For       For
                                            Elect Director Michael E. Marks                   Mgmt      Yes       For       For
                                            Elect Director James D. Meindl                    Mgmt      Yes       For       For
                                            Amend Omnibus Stock Plan                          Mgmt      Yes       For       For
                                            Increase Authorized Common Stock                  Mgmt      Yes       For       For
                                            Ratify Auditors                                   Mgmt      Yes       For       For
SCANA           SCG    80589M102 04/27/2006 Elect Director James A. Bennett                   Mgmt      Yes       For       For
CORPORATION
                                            Elect Director William C. Burkhardt               Mgmt      Yes       For       For
                                            Elect Director Lynne M. Miller                    Mgmt      Yes       For       For
                                            Elect Director Maceo K. Sloan                     Mgmt      Yes       For       For
                                            Elect Director Sharon A. Decker                   Mgmt      Yes       For       For
                                            Ratify Auditors                                   Mgmt      Yes       For       For
SCHLUMBERGER    SLB    806857108 04/12/2006 Meeting for Holders of ADRs
LTD.
                                            Elect  Director J. Deutch                         Mgmt      Yes       For       For
                                            Elect  Director J.S. Gorelick                     Mgmt      Yes       For       For
                                            Elect  Director A. Gould                          Mgmt      Yes       For       For
                                            Elect  Director T. Isaac                          Mgmt      Yes       For       For
                                            Elect  Director A. Lajous                         Mgmt      Yes       For       For
                                            Elect  Director A. Levy-Lang                      Mgmt      Yes       For       For
                                            Elect  Director M.E. Marks                        Mgmt      Yes       For       For
                                            Elect  Director D. Primat                         Mgmt      Yes       For       For
                                            Elect  Director T.I. Sandvold                     Mgmt      Yes       For       For
                                            Elect  Director N. Seydoux                        Mgmt      Yes       For       For
                                            Elect  Director L.G. Stuntz                       Mgmt      Yes       For       For
                                            Elect  Director R. Talwar                         Mgmt      Yes       For       For
                                            ADOPTION AND APPROVAL OF FINANCIALS AND DIVIDENDS Mgmt      Yes       For       For
                                            ADOPTION OF AMENDMENT TO THE ARTICLES OF          Mgmt      Yes       For       For
                                            INCORPORATION
                                            APPROVAL OF AMENDMENT AND RESTATEMENT OF THE      Mgmt      Yes       For       For
                                            SCHLUMBERGER 2005 STOCK OPTION PLAN
                                            APPROVAL OF INDEPENDENT REGISTERED PUBLIC         Mgmt      Yes       For       For
                                            ACCOUNTING FIRM
STAPLES, INC.   SPLS   855030102 06/06/2006 Elect Director Basil L. Anderson                  Mgmt      Yes       For       For
                                            Elect Director Robert C. Nakasone                 Mgmt      Yes       For       For
                                            Elect Director Ronald L. Sargent                  Mgmt      Yes       For       For
                                            Elect Director Stephen F. Schuckenbrock           Mgmt      Yes       For       For
                                            Declassify the Board of Directors                 Mgmt      Yes       For       For
                                            Ratify Auditors                                   Mgmt      Yes       For       For
                                            Require a Majority Vote for the Election of       ShrHoldr  Yes       For       Against
                                            Directors
STARWOOD HOTELS HOT    85590A203 05/02/2006 Elect Director Steven J. Heyer                    Mgmt      Yes       Withhold  For
& RESORTS
WORLDWIDE, INC.
                                            Elect Director Charlene Barshefsky                Mgmt      Yes       Withhold  For
                                            Elect Director Jean-Marc Chapus                   Mgmt      Yes       Withhold  For
                                            Elect Director Bruce W. Duncan                    Mgmt      Yes       Withhold  For
                                            Elect Director Lizanne Galbreath                  Mgmt      Yes       For       For
                                            Elect Director Eric Hippeau                       Mgmt      Yes       Withhold  For
                                            Elect Director Stephen R. Quazzo                  Mgmt      Yes       Withhold  For
                                            Elect Director Thomas O. Ryder                    Mgmt      Yes       Withhold  For
                                            Elect Director Daniel W. Yih                      Mgmt      Yes       Withhold  For
                                            Elect Director Kneeland C. Youngblood             Mgmt      Yes       Withhold  For
                                            Ratify Auditors                                   Mgmt      Yes       For       For
TEXTRON INC.    TXT    883203101 04/26/2006 Elect Director Lewis B. Campbell                  Mgmt      Yes       For       For
                                            Elect Director Lawrence K. Fish                   Mgmt      Yes       For       For
                                            Elect Director Joe T. Ford                        Mgmt      Yes       For       For
                                            Ratify Auditors                                   Mgmt      Yes       For       For
                                            Report on Depleted Uranium Weapons Components     ShrHoldr  Yes       Against   For
                                            Require a Majority Vote for the Election of       ShrHoldr  Yes       For       Against
                                            Directors
THE GOLDMAN     GS     38141G104 03/31/2006 Elect Director Lloyd C. Blankfein                 Mgmt      Yes       For       For
SACHS GROUP,
INC.
                                            Elect Director Lord Browne Ofmadingley            Mgmt      Yes       For       For
                                            Elect Director John H. Bryan                      Mgmt      Yes       For       For
                                            Elect Director Claes Dahlback                     Mgmt      Yes       For       For
                                            Elect Director Stephen Friedman                   Mgmt      Yes       For       For
                                            Elect Director William W. George                  Mgmt      Yes       For       For
                                            Elect Director James A. Johnson                   Mgmt      Yes       For       For
                                            Elect Director Lois D. Juliber                    Mgmt      Yes       For       For
                                            Elect Director Edward M. Liddy                    Mgmt      Yes       For       For
                                            Elect Director Henry M. Paulson, Jr.              Mgmt      Yes       For       For
                                            Elect Director Ruth J. Simmons                    Mgmt      Yes       For       For
                                            Amend Restricted Partner Compensation Plan        Mgmt      Yes       For       For
                                            Ratify Auditors                                   Mgmt      Yes       For       For
THE HARTFORD    HIG    416515104 05/17/2006 Elect Director Ramani Ayer                        Mgmt      Yes       For       For
FINANCIAL
SERVICES GROUP,
INC.
                                            Elect Director Ramon de Oliveira                  Mgmt      Yes       For       For
                                            Elect Director Edward J. Kelly, III               Mgmt      Yes       For       For
                                            Elect Director Paul G. Kirk, Jr                   Mgmt      Yes       For       For
                                            Elect Director Thomas M. Marra                    Mgmt      Yes       For       For
                                            Elect Director Gail J. McGovern                   Mgmt      Yes       For       For
                                            Elect Director Michael G. Morris                  Mgmt      Yes       For       For
                                            Elect Director Robert W. Selander                 Mgmt      Yes       For       For
                                            Elect Director Charles B. Strauss                 Mgmt      Yes       For       For
                                            Elect Director H. Patrick Swygert                 Mgmt      Yes       For       For
                                            Elect Director David K. Zwiener                   Mgmt      Yes       For       For
                                            Ratify Auditors                                   Mgmt      Yes       For       For
TRANSOCEAN INC. RIG    G90078109 05/11/2006 Meeting for Holders of ADRs
                                            Elect  Director Victor E. Grijalva                Mgmt      Yes       For       For
                                            Elect  Director Arthur Lindenauer                 Mgmt      Yes       For       For
                                            Elect  Director Kristian Siem                     Mgmt      Yes       For       For
                                            APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG LLP  Mgmt      Yes       For       For
                                            TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC
                                            ACCOUNTING FIRM FOR 2006.
WELLS FARGO &   WFC    949746101 04/25/2006 Elect Director Lloyd H. Dean                      Mgmt      Yes       For       For
COMPANY
                                            Elect Director Susan E. Engel                     Mgmt      Yes       For       For
                                            Elect Director Enrique Hernandez, Jr.             Mgmt      Yes       For       For
                                            Elect Director Robert L. Joss                     Mgmt      Yes       For       For
                                            Elect Director Richard M. Kovacevich              Mgmt      Yes       For       For
                                            Elect Director Richard D. McCormick               Mgmt      Yes       For       For
                                            Elect Director Cynthia H. Milligan                Mgmt      Yes       Withhold  For
                                            Elect Director Nicholas G. Moore                  Mgmt      Yes       For       For
                                            Elect Director Philip J. Quigley                  Mgmt      Yes       Withhold  For
                                            Elect Director Donald B. Rice                     Mgmt      Yes       Withhold  For
                                            Elect Director Judith M. Runstad                  Mgmt      Yes       For       For
                                            Elect Director Stephen W. Sanger                  Mgmt      Yes       For       For
                                            Elect Director Susan G. Swenson                   Mgmt      Yes       For       For
                                            Elect Director Michael W. Wright                  Mgmt      Yes       Withhold  For
                                            Ratify Auditors                                   Mgmt      Yes       For       For
                                            Require a Majority Vote for the Election of       ShrHoldr  Yes       For       Against
                                            Directors
                                            Separate Chairman and CEO Positions               ShrHoldr  Yes       For       Against
                                            Compensation- Director Compensation               ShrHoldr  Yes       Against   For
                                            Report on Discrimination in Lending               ShrHoldr  Yes       Against   For
WM. WRIGLEY JR. WWY    982526105 04/04/2006 Elect Director John F. Bard                       Mgmt      Yes       For       For
CO.
                                            Elect Director Howard B. Bernick                  Mgmt      Yes       For       For
                                            Elect Director Melinda R. Rich                    Mgmt      Yes       For       For
                                            Approve Omnibus Stock Plan                        Mgmt      Yes       Against   For
                                            Authorize a New Class of Common Stock             Mgmt      Yes       Against   For
                                            Company Specific/Increase the Class B Common      Mgmt      Yes       Against   For
                                            Stock Automatic Conversion
                                            Company Specific/Automatic Conversion of Class B  Mgmt      Yes       Against   For
                                            Common Stock
                                            Ratify Auditors                                   Mgmt      Yes       For       For
XM SATELLITE    XMSR   983759101 05/26/2006 Elect Director Gary M. Parsons                    Mgmt      Yes       For       For
RADIO HOLDINGS
INC.
                                            Elect Director Hugh Panero                        Mgmt      Yes       For       For
                                            Elect Director Nathaniel A. Davis                 Mgmt      Yes       For       For
                                            Elect Director Thomas J. Donohue                  Mgmt      Yes       For       For
                                            Elect Director Eddy W. Hartenstein                Mgmt      Yes       For       For
                                            Elect Director George W. Haywood                  Mgmt      Yes       For       For
                                            Elect Director Chester A. Huber, Jr.              Mgmt      Yes       For       For
                                            Elect Director John Mendel                        Mgmt      Yes       Withhold  For
                                            Elect Director Jarl Mohn                          Mgmt      Yes       For       For
                                            Elect Director Jack Shaw                          Mgmt      Yes       For       For
                                            Elect Director Jeffrey D. Zients                  Mgmt      Yes       For       For
                                            Ratify Auditors                                   Mgmt      Yes       For       For
ZIONS           ZION   989701107 05/01/2006 Elect Director R.D. Cash                          Mgmt      Yes       For       For
BANCORPORATION
                                            Elect Director Patricia Frobes                    Mgmt      Yes       For       For
                                            Elect Director J. David Heaney                    Mgmt      Yes       For       For
                                            Elect Director Harris H. Simmons                  Mgmt      Yes       For       For
                                            Approve Executive Incentive Bonus Plan            Mgmt      Yes       For       For
                                            Ratify Auditors                                   Mgmt      Yes       For       For
                                            Other Business                                    Mgmt      Yes       Against   For














======== THE WESMARK GOVERNMENT BOND FUND (formerly the WESMARK BOND FUND ======

There were no matters relating to a portfolio security considered at any
shareholder meeting held during the period covered by this report and with
respect to which the fund named above was entitled to vote.


=============== THE WESMARK WEST VIRGINIA MUNICIPAL BOND FUND ==================

There were no matters relating to a portfolio security considered at any
shareholder meeting held during the period covered by this report and with
respect to which the fund named above was entitled to vote.


                                  SIGNATURES

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

(Registrant)                    WESMARK FUNDS



By (Signature and Title)*       /s/Charles L. Davis, Jr.
                                Charles L. Davis, Jr.
                                Chief Executive Officer

Date:  August 21, 2006



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