N-PX 1 all-pvc2006.txt PVC N-PX 7/1/05THROUGH 6/30/06 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-01944 ------------------- Principal Variable Contracts Fund, Inc. ----------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 711 High Street, Des Moines, Iowa 50392-2080 ----------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) MICHAEL D. ROUGHTON Copy to: The Principal Financial Group John W. Blouch, Esq. Des Moines, Iowa 50392-0300 Dykema Gossett PLLC Franklin Square, Suite 300 West 1300 I Street, N.W. Washington, DC 20005-3306 -------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: 515-248-3842 ---------------------------- Date of fiscal year end: 12/31/2005 ------------------------ Date of reporting period: 07/01/2005 - 06/30/2006 ------------------------------------- Fund: Principal Variable Contracts - Asset Allocation Sub-Advisor: Morgan Stanley Investment Management Inc.
Security Meeting Record Meeting Ballot Rec Vote Name TickerID Date Date Type Item # ItemDesc Vote Cast iShares, Inc. EWS 464286848 08/11/05 04/25/05 Special 1.1 M Elect Director Lee T. Kranefuss For For iShares, Inc. EWS 464286871 08/11/05 04/25/05 Special 1.1 M Elect Director Lee T. Kranefuss For For iShares, Inc. EWS 464286848 08/11/05 04/25/05 Special 1.2 M Elect Director John E. Martinez For For iShares, Inc. EWS 464286871 08/11/05 04/25/05 Special 1.2 M Elect Director John E. Martinez For For iShares, Inc. EWS 464286848 08/11/05 04/25/05 Special 1.3 M Elect Director Richard K. Lyons For For iShares, Inc. EWS 464286871 08/11/05 04/25/05 Special 1.3 M Elect Director Richard K. Lyons For For iShares, Inc. EWS 464286848 08/11/05 04/25/05 Special 1.4 M Elect Director George G.C. Parker For For iShares, Inc. EWS 464286871 08/11/05 04/25/05 Special 1.4 M Elect Director George G.C. Parker For For iShares, Inc. EWS 464286848 08/11/05 04/25/05 Special 1.5 M Elect Director W. Allen Reed For For iShares, Inc. EWS 464286871 08/11/05 04/25/05 Special 1.5 M Elect Director W. Allen Reed For For iShares, Inc. EWS 464286848 08/11/05 04/25/05 Special 1.6 M Elect Director Cecilia H. Herbert For For iShares, Inc. EWS 464286871 08/11/05 04/25/05 Special 1.6 M Elect Director Cecilia H. Herbert For For iShares, Inc. EWS 464286848 08/11/05 04/25/05 Special 1.7 M Elect Director Charles A. Hurty For For iShares, Inc. EWS 464286871 08/11/05 04/25/05 Special 1.7 M Elect Director Charles A. Hurty For For iShares, Inc. EWS 464286848 08/11/05 04/25/05 Special 1.8 M Elect Director John E. Kerrigan For For iShares, Inc. EWS 464286871 08/11/05 04/25/05 Special 1.8 M Elect Director John E. Kerrigan For For Approve Change of Fundamental Investment Policy - Senior iShares, Inc. EWS 464286848 08/11/05 04/25/05 Special 2 M Securities For For Approve Change of Fundamental Investment Policy - Senior iShares, Inc. EWS 464286871 08/11/05 04/25/05 Special 2 M Securities For For Approve Change of Fundamental iShares, Inc. EWS 464286848 08/11/05 04/25/05 Special 3 M Investment Policy - Lending For For Approve Change of Fundamental iShares, Inc. EWS 464286871 08/11/05 04/25/05 Special 3 M Investment Policy - Lending For For Approve Change of Fundamental Investment Objective to iShares, Inc. EWS 464286848 08/11/05 04/25/05 Special 4 M Non-fundamental For For Approve Change of Fundamental Investment Objective to iShares, Inc. EWS 464286871 08/11/05 04/25/05 Special 4 M Non-fundamental For For iShares, Inc. EWS 464286848 08/11/05 04/25/05 Special 5 M Other Business For Against iShares, Inc. EWS 464286871 08/11/05 04/25/05 Special 5 M Other Business For Against iShares Trust IXN 464287309 08/11/05 04/25/05 Special 1.1 M Elect Director Lee T. Kranefuss For For iShares Trust IXN 464287309 08/11/05 04/25/05 Special 1.2 M Elect Director John E. Martinez For For iShares Trust IXN 464287309 08/11/05 04/25/05 Special 1.3 M Elect Director Richard K. Lyons For For iShares Trust IXN 464287309 08/11/05 04/25/05 Special 1.4 M Elect Director George G.C. Parker For For iShares Trust IXN 464287309 08/11/05 04/25/05 Special 1.5 M Elect Director W. Allen Reed For For iShares Trust IXN 464287309 08/11/05 04/25/05 Special 1.6 M Elect Director Cecilia H. Herbert For For iShares Trust IXN 464287309 08/11/05 04/25/05 Special 1.7 M Elect Director Charles A. Hurty For For iShares Trust IXN 464287309 08/11/05 04/25/05 Special 1.8 M Elect Director John E. Kerrigan For For Approve Change of Fundamental Investment Policy - Senior iShares Trust IXN 464287309 08/11/05 04/25/05 Special 2 M Securities For For Approve Change of Fundamental iShares Trust IXN 464287309 08/11/05 04/25/05 Special 3 M Investment Policy - Lending For For Approve Change of Fundamental Investment Objective to iShares Trust IXN 464287309 08/11/05 04/25/05 Special 4 M Non-fundamental For For iShares Trust IXN 464287309 08/11/05 04/25/05 Special 5 M Other Business For Against iShares Trust IXN 464287234 08/11/05 04/25/05 Special 1.1 M Elect Director Lee T. Kranefuss For For iShares Trust IXN 464287234 08/11/05 04/25/05 Special 1.2 M Elect Director John E. Martinez For For iShares Trust IXN 464287234 08/11/05 04/25/05 Special 1.3 M Elect Director Richard K. Lyons For For iShares Trust IXN 464287234 08/11/05 04/25/05 Special 1.4 M Elect Director George G.C. Parker For For iShares Trust IXN 464287234 08/11/05 04/25/05 Special 1.5 M Elect Director W. Allen Reed For For iShares Trust IXN 464287234 08/11/05 04/25/05 Special 1.6 M Elect Director Cecilia H. Herbert For For iShares Trust IXN 464287234 08/11/05 04/25/05 Special 1.7 M Elect Director Charles A. Hurty For For iShares Trust IXN 464287234 08/11/05 04/25/05 Special 1.8 M Elect Director John E. Kerrigan For For Approve Change of Fundamental Investment Policy - Senior iShares Trust IXN 464287234 08/11/05 04/25/05 Special 2 M Securities For For Approve Change of Fundamental iShares Trust IXN 464287234 08/11/05 04/25/05 Special 3 M Investment Policy - Lending For For iShares Trust IXN 464287234 08/11/05 04/25/05 Special 4 M Other Business For Against iShares, Inc. EWS 464286673 08/11/05 04/25/05 Special 1.1 M Elect Director Lee T. Kranefuss For For iShares, Inc. EWS 464286673 08/11/05 04/25/05 Special 1.2 M Elect Director John E. Martinez For For iShares, Inc. EWS 464286673 08/11/05 04/25/05 Special 1.3 M Elect Director Richard K. Lyons For For iShares, Inc. EWS 464286673 08/11/05 04/25/05 Special 1.4 M Elect Director George G.C. Parker For For iShares, Inc. EWS 464286673 08/11/05 04/25/05 Special 1.5 M Elect Director W. Allen Reed For For iShares, Inc. EWS 464286673 08/11/05 04/25/05 Special 1.6 M Elect Director Cecilia H. Herbert For For iShares, Inc. EWS 464286673 08/11/05 04/25/05 Special 1.7 M Elect Director Charles A. Hurty For For iShares, Inc. EWS 464286673 08/11/05 04/25/05 Special 1.8 M Elect Director John E. Kerrigan For For Approve Change of Fundamental Investment Policy - Senior iShares, Inc. EWS 464286673 08/11/05 04/25/05 Special 2 M Securities For For Approve Change of Fundamental iShares, Inc. EWS 464286673 08/11/05 04/25/05 Special 3 M Investment Policy - Lending For For Approve Change of Fundamental iShares, Inc. EWS 464286673 08/11/05 04/25/05 Special 4 M Investment Policy - Concentration For For Approve Change of Fundamental iShares, Inc. EWS 464286673 08/11/05 04/25/05 Special 5 M Investment Policy - Single Issuer For For Approve Change of Fundamental Investment Objective to iShares, Inc. EWS 464286673 08/11/05 04/25/05 Special 6 M Non-fundamental For For Amend Investment Advisory iShares, Inc. EWS 464286673 08/11/05 04/25/05 Special 7 M Agreement For For iShares, Inc. EWS 464286673 08/11/05 04/25/05 Special 8 M Other Business For Against Federated Department Issue Shares in Connection with Stores, Inc. FD 31410H101 07/13/05 05/20/05 Annual 1 M an Acquisition For For Federated Department Stores, Inc. FD 31410H101 07/13/05 05/20/05 Annual 2.1 M Elect Director Meyer Feldberg For For Federated Department Stores, Inc. FD 31410H101 07/13/05 05/20/05 Annual 2.2 M Elect Director Terry J. Lundgren For For Federated Department Elect Director Marna C. Stores, Inc. FD 31410H101 07/13/05 05/20/05 Annual 2.3 M Whittington For For Federated Department Stores, Inc. FD 31410H101 07/13/05 05/20/05 Annual 3 M Declassify the Board of Directors For For Federated Department Stores, Inc. FD 31410H101 07/13/05 05/20/05 Annual 4 M Ratify Auditors For For Federated Department Stores, Inc. FD 31410H101 07/13/05 05/20/05 Annual 5 M Adjourn Meeting For Against Issue Shares in Connection with Exelon Corp. EXC 30161N101 07/22/05 05/02/05 Annual 1 M an Acquisition For For Exelon Corp. EXC 30161N101 07/22/05 05/02/05 Annual 2.1 M Elect Director Edward A. Brennan For For Exelon Corp. EXC 30161N101 07/22/05 05/02/05 Annual 2.2 M Elect Director Bruce De Mars For For Exelon Corp. EXC 30161N101 07/22/05 05/02/05 Annual 2.3 M Elect Director Nelson A. Diaz For For Exelon Corp. EXC 30161N101 07/22/05 05/02/05 Annual 2.4 M Elect Director John W. Rowe For For Exelon Corp. EXC 30161N101 07/22/05 05/02/05 Annual 2.5 M Elect Director Ronald Rubin For For Exelon Corp. EXC 30161N101 07/22/05 05/02/05 Annual 3 M Increase Authorized Common Stock For For Exelon Corp. EXC 30161N101 07/22/05 05/02/05 Annual 4 M Ratify Auditors For For Exelon Corp. EXC 30161N101 07/22/05 05/02/05 Annual 5 M Approve Omnibus Stock Plan For For Approve Qualified Employee Stock Exelon Corp. EXC 30161N101 07/22/05 05/02/05 Annual 6 M Purchase Plan For For Exelon Corp. EXC 30161N101 07/22/05 05/02/05 Annual 7 M Adjourn Meeting For Against The May Department Stores placeCo. 577778103 07/13/05 05/20/05 Annual 1 M Approve Merger Agreement For For The May Department Stores placeCo. 577778103 07/13/05 05/20/05 Annual 2.1 M Elect Director Marsha J. Evans For For The May Department Stores placeCo. 577778103 07/13/05 05/20/05 Annual 2.2 M Elect Director David B. Rickard For For The May Department Stores placeCo. 577778103 07/13/05 05/20/05 Annual 2.3 M Elect Director Joyce M. Roche For For The May Department Stores placeCo. 577778103 07/13/05 05/20/05 Annual 2.4 M Elect Director R. Dean Wolfe For For The May Department Stores placeCo. 577778103 07/13/05 05/20/05 Annual 3 M Declassify the Board of Directors For For The May Department Stores placeCo. 577778103 07/13/05 05/20/05 Annual 4 M Ratify Auditors For For The May Department Stores placeCo. 577778103 07/13/05 05/20/05 Annual 5 M Adjourn Meeting For Against The Gillette Co. 375766102 07/12/05 05/19/05 Special 1 M Approve Merger Agreement For For The Gillette Co. 375766102 07/12/05 05/19/05 Special 2 M Adjourn Meeting For For Dell Inc. DELL 24702R101 07/15/05 05/20/05 Annual 1.1 M Elect Director Donald J. Carty For For Dell Inc. DELL 24702R101 07/15/05 05/20/05 Annual 1.2 M Elect Director Michael S. Dell For For Elect Director William H. Gray, Dell Inc. DELL 24702R101 07/15/05 05/20/05 Annual 1.3 M III For For Dell Inc. DELL 24702R101 07/15/05 05/20/05 Annual 1.4 M Elect Director Judy C. Lewent For For Dell Inc. DELL 24702R101 07/15/05 05/20/05 Annual 1.5 M Elect Director Thomas W. Luce, III For For Dell Inc. DELL 24702R101 07/15/05 05/20/05 Annual 1.6 M Elect Director Klaus S. Luft For For Dell Inc. DELL 24702R101 07/15/05 05/20/05 Annual 1.7 M Elect Director Alex J. Mandl For For Dell Inc. DELL 24702R101 07/15/05 05/20/05 Annual 1.8 M Elect Director Michael A. Miles For For Dell Inc. DELL 24702R101 07/15/05 05/20/05 Annual 1.9 M Elect Director Samuel A. Nunn, Jr. For For Dell Inc. DELL 24702R101 07/15/05 05/20/05 Annual 1.10 M Elect Director Kevin B. Rollins For For Dell Inc. DELL 24702R101 07/15/05 05/20/05 Annual 2 M Ratify Auditors For For Require a Majority Vote for the Dell Inc. DELL 24702R101 07/15/05 05/20/05 Annual 3 S Election of Directors AgainstAgainst Dell Inc. DELL 24702R101 07/15/05 05/20/05 Annual 4 S Expense Stock Options AgainstFor Nvidia Corporation NVDA 67066G104 07/21/05 05/23/05 Annual 1.1 M Elect Director Steven Chu For For Nvidia Corporation NVDA 67066G104 07/21/05 05/23/05 Annual 1.2 M Elect Director Harvey C. Jones For For Nvidia Corporation NVDA 67066G104 07/21/05 05/23/05 Annual 1.3 M Elect Director William J. Miller For For Nvidia Corporation NVDA 67066G104 07/21/05 05/23/05 Annual 2 M Ratify Auditors For For The Procter & Gamble Company PG 742718109 07/12/05 05/19/05 Special 1 M Approve Merger Agreement For For The Procter & Gamble Company PG 742718109 07/12/05 05/19/05 Special 2 M Adjourn Meeting For For Xilinx, Inc. XLNX 983919101 08/04/05 06/06/05 Annual 1.1 M Elect Director Willem P. Roelandts For For Xilinx, Inc. XLNX 983919101 08/04/05 06/06/05 Annual 1.2 M Elect Director John L. Doyle For For Xilinx, Inc. XLNX 983919101 08/04/05 06/06/05 Annual 1.3 M Elect Director Jerald G. Fishman For For Xilinx, Inc. XLNX 983919101 08/04/05 06/06/05 Annual 1.4 M Elect Director Philip T. Gianos For For Elect Director William G. Howard, Xilinx, Inc. XLNX 983919101 08/04/05 06/06/05 Annual 1.5 M Jr. For For Elect Director Harold E. Hughes, Xilinx, Inc. XLNX 983919101 08/04/05 06/06/05 Annual 1.6 M Jr. For For Elect Director J. Michael Xilinx, Inc. XLNX 983919101 08/04/05 06/06/05 Annual 1.7 M Patterson For For Xilinx, Inc. XLNX 983919101 08/04/05 06/06/05 Annual 1.8 M Elect Director Richard W. Sevcik For For Elect Director Elizabeth W. Xilinx, Inc. XLNX 983919101 08/04/05 06/06/05 Annual 1.9 M Vanderslice For For Amend Qualified Employee Stock Xilinx, Inc. XLNX 983919101 08/04/05 06/06/05 Annual 2 M Purchase Plan For For Xilinx, Inc. XLNX 983919101 08/04/05 06/06/05 Annual 3 M Ratify Auditors For For Require a Majority Vote for the Xilinx, Inc. XLNX 983919101 08/04/05 06/06/05 Annual 4 S Election of Directors AgainstAgainst iShares, Inc. 464286822 08/11/05 04/25/05 Special 1.1 M Elect Director Lee T. Kranefuss For For iShares, Inc. 464286822 08/11/05 04/25/05 Special 1.2 M Elect Director John E. Martinez For For iShares, Inc. 464286822 08/11/05 04/25/05 Special 1.3 M Elect Director Richard K. Lyons For For iShares, Inc. 464286822 08/11/05 04/25/05 Special 1.4 M Elect Director George G.C. Parker For For iShares, Inc. 464286822 08/11/05 04/25/05 Special 1.5 M Elect Director W. Allen Reed For For iShares, Inc. 464286822 08/11/05 04/25/05 Special 1.6 M Elect Director Cecilia H. Herbert For For iShares, Inc. 464286822 08/11/05 04/25/05 Special 1.7 M Elect Director Charles A. Hurty For For iShares, Inc. 464286822 08/11/05 04/25/05 Special 1.8 M Elect Director John E. Kerrigan For For Approve Change of Fundamental Investment Policy - Senior iShares, Inc. 464286822 08/11/05 04/25/05 Special 2 M Securities For For Approve Change of Fundamental iShares, Inc. 464286822 08/11/05 04/25/05 Special 3 M Investment Policy - Lending For For Approve Change of Fundamental iShares, Inc. 464286822 08/11/05 04/25/05 Special 4 M Investment Policy - Concentration For For Approve Change of Fundamental iShares, Inc. 464286822 08/11/05 04/25/05 Special 5 M Investment Policy - Single Issuer For For Approve Change of Fundamental Investment Objective to iShares, Inc. 464286822 08/11/05 04/25/05 Special 6 M Nonfundamental For For iShares, Inc. 464286822 08/11/05 04/25/05 Special 7 M Other Business For Against Public Service Enterprise Group Inc. PEG 744573106 07/19/05 05/27/05 Annual 1 M Approve Merger Agreement For For Public Service Enterprise Group Inc. PEG 744573106 07/19/05 05/27/05 Annual 2.1 M Elect Director Conrad K. Harper For For Public Service Elect Director Shirley Ann Enterprise Group Inc. PEG 744573106 07/19/05 05/27/05 Annual 2.2 M Jackson For For Public Service Enterprise Group Inc. PEG 744573106 07/19/05 05/27/05 Annual 2.3 M Elect Director Thomas A. Renyi For For Public Service Enterprise Group Inc. PEG 744573106 07/19/05 05/27/05 Annual 3 M Ratify Auditors For For Public Service Enterprise Group Inc. PEG 744573106 07/19/05 05/27/05 Annual 4 M Adjourn Meeting For Against Public Service Review/Limit Executive Enterprise Group Inc. PEG 744573106 07/19/05 05/27/05 Annual 5 S Compensation AgainstAgainst Elect Director Barbara T. Freddie Mac FRE 313400301 07/15/05 05/27/05 Annual 1.1 M Alexander For For Freddie Mac FRE 313400301 07/15/05 05/27/05 Annual 1.2 M Elect Director Geoffrey T. Boisi For For Freddie Mac FRE 313400301 07/15/05 05/27/05 Annual 1.3 M Elect Director Joan E. Donoghue For For Freddie Mac FRE 313400301 07/15/05 05/27/05 Annual 1.4 M Elect Director Michelle Engler For For Elect Director Richard Karl Freddie Mac FRE 313400301 07/15/05 05/27/05 Annual 1.5 M Goeltz For For Freddie Mac FRE 313400301 07/15/05 05/27/05 Annual 1.6 M Elect Director Thomas S. Johnson For For Elect Director William M. Lewis, Freddie Mac FRE 313400301 07/15/05 05/27/05 Annual 1.7 M Jr. For For Freddie Mac FRE 313400301 07/15/05 05/27/05 Annual 1.8 M Elect Director Eugene M. Mcquade For For Freddie Mac FRE 313400301 07/15/05 05/27/05 Annual 1.9 M Elect Director Shaun F. O'Malley For For Freddie Mac FRE 313400301 07/15/05 05/27/05 Annual 1.10 M Elect Director Ronald F. Poe For For Freddie Mac FRE 313400301 07/15/05 05/27/05 Annual 1.11 M Elect Director Stephen A. Ross For For Freddie Mac FRE 313400301 07/15/05 05/27/05 Annual 1.12 M Elect Director Richard F. Syron For For Freddie Mac FRE 313400301 07/15/05 05/27/05 Annual 1.13 M Elect Director William J. Turner For For Freddie Mac FRE 313400301 07/15/05 05/27/05 Annual 2 M Ratify Auditors For For Sprint Nextel Corp S 852061100 07/13/05 05/20/05 Annual 1 M Increase Authorized Common Stock For For Amend Sprint Nextel Corp S 852061100 07/13/05 05/20/05 Annual 2 M Articles/Bylaws/Charter-Non-Routine For For Sprint Nextel Corp S 852061100 07/13/05 05/20/05 Annual 3 M Change Company Name For For Issue Shares in Connection with Sprint Nextel Corp S 852061100 07/13/05 05/20/05 Annual 4 M an Acquisition For For Sprint Nextel Corp S 852061100 07/13/05 05/20/05 Annual 5 M Adjourn Meeting For For Sprint Nextel Corp S 852061100 07/13/05 05/20/05 Annual 6.1 M Elect Director Gordon M. Bethune For For Elect Director Dr. E. Linn Sprint Nextel Corp S 852061100 07/13/05 05/20/05 Annual 6.2 M Draper, Jr. For For Elect Director James H. Hance, Sprint Nextel Corp S 852061100 07/13/05 05/20/05 Annual 6.3 M Jr. For For Elect Director Deborah A. Sprint Nextel Corp S 852061100 07/13/05 05/20/05 Annual 6.4 M Henretta For For Elect Director Irvine O. Sprint Nextel Corp S 852061100 07/13/05 05/20/05 Annual 6.5 M Hockaday, Jr. For For Sprint Nextel Corp S 852061100 07/13/05 05/20/05 Annual 6.6 M Elect Director Linda Koch Lorimer For For Sprint Nextel Corp S 852061100 07/13/05 05/20/05 Annual 6.7 M Elect Director Gerald L. Storch For For Sprint Nextel Corp S 852061100 07/13/05 05/20/05 Annual 6.8 M Elect Director William H. Swanson For For Sprint Nextel Corp S 852061100 07/13/05 05/20/05 Annual 7 M Ratify Auditors For For Sprint Nextel Corp S 852061100 07/13/05 05/20/05 Annual 8 S Review Executive Compensation AgainstFor Elect Director Barbara T. Centex Corp. CTX 152312104 07/14/05 05/26/05 Annual 1.1 M Alexander For For Centex Corp. CTX 152312104 07/14/05 05/26/05 Annual 1.2 M Elect Director Juan L. Elek For For Centex Corp. CTX 152312104 07/14/05 05/26/05 Annual 1.3 M Elect Director Timothy R. Eller For For Centex Corp. CTX 152312104 07/14/05 05/26/05 Annual 1.4 M Elect Director James J. Postl For For Elect Director Ursula O. Centex Corp. CTX 152312104 07/14/05 05/26/05 Annual 1.5 M Fairbairn For For Centex Corp. CTX 152312104 07/14/05 05/26/05 Annual 2 M Ratify Auditors For For Nextel Communications, Inc. 65332V103 07/13/05 05/20/05 Annual 1 M Approve Merger Agreement For For Nextel Communications, Inc. 65332V103 07/13/05 05/20/05 Annual 2 M Adjourn Meeting For For Nextel Communications, Inc. 65332V103 07/13/05 05/20/05 Annual 3.1 M Elect Director Timothy M. Donahue For For Nextel Communications, Inc. 65332V103 07/13/05 05/20/05 Annual 3.2 M Elect Director Frank M. Drendel For For Nextel Communications, Inc. 65332V103 07/13/05 05/20/05 Annual 3.3 M Elect Director William E. Kennard For For Nextel Communications, Inc. 65332V103 07/13/05 05/20/05 Annual 4 M Ratify Auditors For For Nextel Communications, Inc. 65332V103 07/13/05 05/20/05 Annual 5 M Approve Omnibus Stock Plan For For McKesson Corporation MCK 58155Q103 07/27/05 05/31/05 Annual 1.1 M Elect Director Marie L. Knowles For For McKesson Corporation MCK 58155Q103 07/27/05 05/31/05 Annual 1.2 M Elect Director Jane E. Shaw For For McKesson Corporation MCK 58155Q103 07/27/05 05/31/05 Annual 1.3 M Elect Director Richard F. Syron For For McKesson Corporation MCK 58155Q103 07/27/05 05/31/05 Annual 2 M Approve Omnibus Stock Plan For For Approve Executive Incentive Bonus McKesson Corporation MCK 58155Q103 07/27/05 05/31/05 Annual 3 M Plan For For McKesson Corporation MCK 58155Q103 07/27/05 05/31/05 Annual 4 M Ratify Auditors For For Separate Chairman and CEO McKesson Corporation MCK 58155Q103 07/27/05 05/31/05 Annual 5 S Positions AgainstAgainst Electronic Arts Inc. ERTS 285512109 07/28/05 06/06/05 Annual 1.1 M Elect Director M. Richard Asher For For Electronic Arts Inc. ERTS 285512109 07/28/05 06/06/05 Annual 1.2 M Elect Director Leonard S. Coleman For For Electronic Arts Inc. ERTS 285512109 07/28/05 06/06/05 Annual 1.3 M Elect Director Gary M. Kusin For For Electronic Arts Inc. ERTS 285512109 07/28/05 06/06/05 Annual 1.4 M Elect Director Gregory B. Maffei For For Electronic Arts Inc. ERTS 285512109 07/28/05 06/06/05 Annual 1.5 M Elect Director Timothy Mott For Withhol Electronic Arts Inc. ERTS 285512109 07/28/05 06/06/05 Annual 1.6 M Elect Director Vivek Paul For For Electronic Arts Inc. ERTS 285512109 07/28/05 06/06/05 Annual 1.7 M Elect Director Robert W. Pittman For For Elect Director Lawrence F. Electronic Arts Inc. ERTS 285512109 07/28/05 06/06/05 Annual 1.8 M Probst III For For Electronic Arts Inc. ERTS 285512109 07/28/05 06/06/05 Annual 1.9 M Elect Director Linda J. Srere For For Electronic Arts Inc. ERTS 285512109 07/28/05 06/06/05 Annual 2 M Amend Omnibus Stock Plan For For Amend Qualified Employee Stock Electronic Arts Inc. ERTS 285512109 07/28/05 06/06/05 Annual 3 M Purchase Plan For For Electronic Arts Inc. ERTS 285512109 07/28/05 06/06/05 Annual 4 M Ratify Auditors For For Computer Sciences Elect Director Irving W. Bailey, Corporation CSC 205363104 08/01/05 06/03/05 Annual 1.1 M II For For Computer Sciences Corporation CSC 205363104 08/01/05 06/03/05 Annual 1.2 M Elect Director David J. Barram For For Computer Sciences Corporation CSC 205363104 08/01/05 06/03/05 Annual 1.3 M Elect Director Stephen L. Baum For For Computer Sciences Corporation CSC 205363104 08/01/05 06/03/05 Annual 1.4 M Elect Director Rodney F. Chase For For Computer Sciences Corporation CSC 205363104 08/01/05 06/03/05 Annual 1.5 M Elect Director Van B. Honeycutt For For Computer Sciences Corporation CSC 205363104 08/01/05 06/03/05 Annual 1.6 M Elect Director Leon J. Level For For Computer Sciences Corporation CSC 205363104 08/01/05 06/03/05 Annual 1.7 M Elect Director F. Warren McFarlan For For Computer Sciences Corporation CSC 205363104 08/01/05 06/03/05 Annual 1.8 M Elect Director Thomas H. Patrick For For Computer Sciences Corporation CSC 205363104 08/01/05 06/03/05 Annual 2 M Ratify Auditors For For American International Group, Inc. AIG 026874107 08/11/05 06/24/05 Annual 1.1 M Elect Director M. Aidinoff For For American International Group, Inc. AIG 026874107 08/11/05 06/24/05 Annual 1.2 M Elect Director P. Chia For For American International Group, Inc. AIG 026874107 08/11/05 06/24/05 Annual 1.3 M Elect Director M. Cohen For For American International Group, Inc. AIG 026874107 08/11/05 06/24/05 Annual 1.4 M Elect Director W. Cohen For For American International Group, Inc. AIG 026874107 08/11/05 06/24/05 Annual 1.5 M Elect Director M. Feldstein For For American International Group, Inc. AIG 026874107 08/11/05 06/24/05 Annual 1.6 M Elect Director E. Futter For For American International Group, Inc. AIG 026874107 08/11/05 06/24/05 Annual 1.7 M Elect Director S. Hammerman For For American International Group, Inc. AIG 026874107 08/11/05 06/24/05 Annual 1.8 M Elect Director C. Hills For For American International Group, Inc. AIG 026874107 08/11/05 06/24/05 Annual 1.9 M Elect Director R. Holbrooke For For American International Group, Inc. AIG 026874107 08/11/05 06/24/05 Annual 1.10 M Elect Director D. Kanak For For American International Group, Inc. AIG 026874107 08/11/05 06/24/05 Annual 1.11 M Elect Director G. Miles, Jr For For American International Group, Inc. AIG 026874107 08/11/05 06/24/05 Annual 1.12 M Elect Director M. Offit For For American International Group, Inc. AIG 026874107 08/11/05 06/24/05 Annual 1.13 M Elect Director M. Sullivan For For American International Group, Inc. AIG 026874107 08/11/05 06/24/05 Annual 1.14 M Elect Director E. Tse For For American International Group, Inc. AIG 026874107 08/11/05 06/24/05 Annual 1.15 M Elect Director F. Zarb For For American International Group, Inc. AIG 026874107 08/11/05 06/24/05 Annual 2 M Ratify Auditors For For SunGard Data Systems Inc. 867363103 07/28/05 06/17/05 Annual 1 M Approve Merger Agreement For For SunGard Data Systems Inc. 867363103 07/28/05 06/17/05 Annual 2 M Adjourn Meeting For For SunGard Data Systems Inc. 867363103 07/28/05 06/17/05 Annual 3.1 M Elect Director Gregory Bentley For For SunGard Data Systems Inc. 867363103 07/28/05 06/17/05 Annual 3.2 M Elect Director Michael C. Brooks For For SunGard Data Systems Inc. 867363103 07/28/05 06/17/05 Annual 3.3 M Elect Director Cristobal Conde For For SunGard Data Systems Inc. 867363103 07/28/05 06/17/05 Annual 3.4 M Elect Director Ramon de Oliveira For For SunGard Data Systems Inc. 867363103 07/28/05 06/17/05 Annual 3.5 M Elect Director Henry C. Duques For For SunGard Data Systems Inc. 867363103 07/28/05 06/17/05 Annual 3.6 M Elect Director Albert A. Eisenstat For For SunGard Data Systems Inc. 867363103 07/28/05 06/17/05 Annual 3.7 M Elect Director Bernard Goldstein For For SunGard Data Systems Elect Director Janet Brutschea Inc. 867363103 07/28/05 06/17/05 Annual 3.8 M Haugen For For SunGard Data Systems Inc. 867363103 07/28/05 06/17/05 Annual 3.9 M Elect Director Robert E. King For For SunGard Data Systems Inc. 867363103 07/28/05 06/17/05 Annual 3.10 M Elect Director James L. Mann For For SunGard Data Systems Inc. 867363103 07/28/05 06/17/05 Annual 3.11 M Elect Director Malcolm I. Ruddock For For SunGard Data Systems Inc. 867363103 07/28/05 06/17/05 Annual 4 M Ratify Auditors For For H. J. Heinz Co. HNZ 423074103 08/23/05 06/03/05 Annual 1.1 M Elect Director William R. Johnson For For H. J. Heinz Co. HNZ 423074103 08/23/05 06/03/05 Annual 1.2 M Elect Director Charles E. Bunch For For H. J. Heinz Co. HNZ 423074103 08/23/05 06/03/05 Annual 1.3 M Elect Director Mary C. Choksi For For H. J. Heinz Elect Director Leonard S. Co. HNZ 423074103 08/23/05 06/03/05 Annual 1.4 M Coleman, Jr. For For H. J. Heinz Co. HNZ 423074103 08/23/05 06/03/05 Annual 1.5 M Elect Director Peter H. Coors For For H. J. Heinz Co. HNZ 423074103 08/23/05 06/03/05 Annual 1.6 M Elect Director Edith E. Holiday For For H. J. Heinz Co. HNZ 423074103 08/23/05 06/03/05 Annual 1.7 M Elect Director Candace Kendle For For H. J. Heinz Co. HNZ 423074103 08/23/05 06/03/05 Annual 1.8 M Elect Director Dean R. O' Hare For For H. J. Heinz Co. HNZ 423074103 08/23/05 06/03/05 Annual 1.9 M Elect Director Lynn C. Swann For For H. J. Heinz Co. HNZ 423074103 08/23/05 06/03/05 Annual 1.10 M Elect Director Thomas J. Usher For For H. J. Heinz Co. HNZ 423074103 08/23/05 06/03/05 Annual 2 M Ratify Auditors For For H. J. Heinz Hire Advisor/Maximize Shareholder Co. HNZ 423074103 08/23/05 06/03/05 Annual 3 S Value AgainstAgainst H. J. Heinz Co. HNZ 423074103 08/23/05 06/03/05 Annual 4 S Adopt Simple Majority Vote AgainstFor Forest Laboratories, Inc. FRX 345838106 08/08/05 06/21/05 Annual 1.1 M Elect Director Howard Solomon For For Forest Laboratories, Elect Director William J. Inc. FRX 345838106 08/08/05 06/21/05 Annual 1.2 M Candee, III For For Forest Laboratories, Inc. FRX 345838106 08/08/05 06/21/05 Annual 1.3 M Elect Director George S. Cohan For For Forest Laboratories, Inc. FRX 345838106 08/08/05 06/21/05 Annual 1.4 M Elect Director Dan L. Goldwasser For For Forest Laboratories, Inc. FRX 345838106 08/08/05 06/21/05 Annual 1.5 M Elect Director Lester B. Salans For For Forest Laboratories, Inc. FRX 345838106 08/08/05 06/21/05 Annual 1.6 M Elect Director Kenneth E. Goodman For For Forest Laboratories, Inc. FRX 345838106 08/08/05 06/21/05 Annual 2 M Ratify Auditors For For Unocal Corp. 915289102 08/10/05 06/29/05 Special 1 M Approve Merger Agreement For For Unocal Corp. 915289102 08/10/05 06/29/05 Special 2 M Adjourn Meeting For For QLogic Corp. QLGC 747277101 08/23/05 07/01/05 Annual 1.1 M Elect Director H.K. Desai For For QLogic Corp. QLGC 747277101 08/23/05 07/01/05 Annual 1.2 M Elect Director Joel S. Birnbaum For For QLogic Corp. QLGC 747277101 08/23/05 07/01/05 Annual 1.3 M Elect Director Larry R. Carter For For QLogic Corp. QLGC 747277101 08/23/05 07/01/05 Annual 1.4 M Elect Director James R. Fiebiger For For Elect Director Balakrishnan S. QLogic Corp. QLGC 747277101 08/23/05 07/01/05 Annual 1.5 M Iyer For For QLogic Corp. QLGC 747277101 08/23/05 07/01/05 Annual 1.6 M Elect Director Carol L. Miltner For For QLogic Corp. QLGC 747277101 08/23/05 07/01/05 Annual 1.7 M Elect Director George D. Wells For For QLogic Corp. QLGC 747277101 08/23/05 07/01/05 Annual 2 M Approve Omnibus Stock Plan For For QLogic Corp. QLGC 747277101 08/23/05 07/01/05 Annual 3 M Ratify Auditors For For Elect Director Daniel J. Network Appliance, Inc. NTAP 64120L104 08/31/05 07/05/05 Annual 1.1 M Warmenhoven For For Network Appliance, Inc. NTAP 64120L104 08/31/05 07/05/05 Annual 1.2 M Elect Director Donald T. Valentine For For Network Appliance, Inc. NTAP 64120L104 08/31/05 07/05/05 Annual 1.3 M Elect Director Jeffry R. Allen For For Network Appliance, Inc. NTAP 64120L104 08/31/05 07/05/05 Annual 1.4 M Elect Director Carol A. Bartz For For Network Appliance, Inc. NTAP 64120L104 08/31/05 07/05/05 Annual 1.5 M Elect Director Alan L. Earhart For For Network Appliance, Inc. NTAP 64120L104 08/31/05 07/05/05 Annual 1.6 M Elect Director Mark Leslie For For Network Appliance, Inc. NTAP 64120L104 08/31/05 07/05/05 Annual 1.7 M Elect Director Nicholas C. Moore For For Network Appliance, Inc. NTAP 64120L104 08/31/05 07/05/05 Annual 1.8 M Elect Director Sachio Semmoto For For Network Appliance, Inc. NTAP 64120L104 08/31/05 07/05/05 Annual 1.9 M Elect Director George T. Sheheen For For Network Appliance, Inc. NTAP 64120L104 08/31/05 07/05/05 Annual 1.10 M Elect Director Robert T. Wall For For Network Appliance, Inc. NTAP 64120L104 08/31/05 07/05/05 Annual 2 M Amend Omnibus Stock Plan For For Amend Qualified Employee Stock Network Appliance, Inc. NTAP 64120L104 08/31/05 07/05/05 Annual 3 M Purchase Plan For For Network Appliance, Inc. NTAP 64120L104 08/31/05 07/05/05 Annual 4 M Ratify Auditors For For BMC Software, Inc. BMC 055921100 08/23/05 07/05/05 Annual 1.1 M Elect Director B. Garland Cupp For For BMC Software, Inc. BMC 055921100 08/23/05 07/05/05 Annual 1.2 M Elect Director Robert E. Beauchamp For For BMC Software, Inc. BMC 055921100 08/23/05 07/05/05 Annual 1.3 M Elect Director Jon E. Barfield For For BMC Software, Inc. BMC 055921100 08/23/05 07/05/05 Annual 1.4 M Elect Director John W. Barter For For BMC Software, Inc. BMC 055921100 08/23/05 07/05/05 Annual 1.5 M Elect Director Meldon K. Gafner For For BMC Software, Inc. BMC 055921100 08/23/05 07/05/05 Annual 1.6 M Elect Director Lew W. Gray For For BMC Software, Inc. BMC 055921100 08/23/05 07/05/05 Annual 1.7 M Elect Director P. Thomas Jenkins For For Elect Director Louis J. Lavigne, BMC Software, Inc. BMC 055921100 08/23/05 07/05/05 Annual 1.8 M Jr. For For BMC Software, Inc. BMC 055921100 08/23/05 07/05/05 Annual 1.9 M Elect Director Kathleen A. O'Neil For For BMC Software, Inc. BMC 055921100 08/23/05 07/05/05 Annual 1.10 M Elect Director George F. Raymond For For BMC Software, Inc. BMC 055921100 08/23/05 07/05/05 Annual 1.11 M Elect Director Tom C. Tinsley For For BMC Software, Inc. BMC 055921100 08/23/05 07/05/05 Annual 2 M Ratify Auditors For For BMC Software, Inc. BMC 055921100 08/23/05 07/05/05 Annual 3 M Amend Omnibus Stock Plan For For Medtronic, Elect Director Shirley Ann Inc. MDT 585055106 08/25/05 07/01/05 Annual 1.1 M Jackson, Ph.D. For For Medtronic, Inc. MDT 585055106 08/25/05 07/01/05 Annual 1.2 M Elect Director Denise M. O'Leary For For Medtronic, Inc. MDT 585055106 08/25/05 07/01/05 Annual 1.3 M Elect Director Jean-Pierre Rosso For For Medtronic, Inc. MDT 585055106 08/25/05 07/01/05 Annual 1.4 M Elect Director Jack W. Schuler For Withhol Medtronic, Inc. MDT 585055106 08/25/05 07/01/05 Annual 2 M Ratify Auditors For For Medtronic, Approve Qualified Employee Stock Inc. MDT 585055106 08/25/05 07/01/05 Annual 3 M Purchase Plan For For Amend Non-Employee Director Stock Medtronic, Inc. MDT 585055106 08/25/05 07/01/05 Annual 4 M Option Plan For For Issue Shares in Connection with Adobe Systems Inc. ADBE 00724F101 08/24/05 07/19/05 Special 1 M an Acquisition For For Adobe Systems Inc. ADBE 00724F101 08/24/05 07/19/05 Special 2 M Adjourn Meeting For For CA Inc CA 204912109 08/24/05 07/01/05 Annual 1.1 M Elect Director Kenneth D. Cron For For CA Inc CA 204912109 08/24/05 07/01/05 Annual 1.2 M Elect Director Alfonse M. D'Amato For For CA Inc CA 204912109 08/24/05 07/01/05 Annual 1.3 M Elect Director Gary J. Fernandes For For CA Inc CA 204912109 08/24/05 07/01/05 Annual 1.4 M Elect Director Robert E. La Blanc For For CA Inc CA 204912109 08/24/05 07/01/05 Annual 1.5 M Elect Director Jay W. Lorsch For For Elect Director William E. CA Inc CA 204912109 08/24/05 07/01/05 Annual 1.6 M McCracken For For CA Inc CA 204912109 08/24/05 07/01/05 Annual 1.7 M Elect Director Lewis S. Ranieri For For CA Inc CA 204912109 08/24/05 07/01/05 Annual 1.8 M Elect Director Walter P. Schuetze For For CA Inc CA 204912109 08/24/05 07/01/05 Annual 1.9 M Elect Director John A. Swainson For For CA Inc CA 204912109 08/24/05 07/01/05 Annual 1.10 M Elect Director Laura S. Unger For For CA Inc CA 204912109 08/24/05 07/01/05 Annual 1.11 M Elect Director Ron Zambonini For For Ratify Change in Control of CA Inc CA 204912109 08/24/05 07/01/05 Annual 2 M Severance Policy For For CA Inc CA 204912109 08/24/05 07/01/05 Annual 3 M Ratify Auditors For For CA Inc CA 204912109 08/24/05 07/01/05 Annual 4 M Amend Omnibus Stock Plan For For Shareholder Proposal: Approve Related-Party Transaction Re: Vimpel Communications Acquisition of CJSC Ukrainian OJSC 68370R109 09/14/05 07/12/05 Proxy Cont1 S Radio Systems For For Shareholder Proposal: Approve Related-Party Transaction Re: Vimpel Communications Acquisition of CJSC Ukrainian Do Not OJSC 68370R109 09/14/05 07/12/05 Proxy Cont1 S Radio Systems AgainstVote General Mills, Inc. GIS 370334104 09/26/05 07/28/05 Annual 1.1 M Elect Director Paul Danos For For General Mills, Inc. GIS 370334104 09/26/05 07/28/05 Annual 1.2 M Elect Director William T. Esrey For For Elect Director Raymond V. General Mills, Inc. GIS 370334104 09/26/05 07/28/05 Annual 1.3 M Gilmartin For For Elect Director Judith Richards General Mills, Inc. GIS 370334104 09/26/05 07/28/05 Annual 1.4 M Hope For For General Mills, Inc. GIS 370334104 09/26/05 07/28/05 Annual 1.5 M Elect Director Heidi G. Miller For For Elect Director H. General Mills, Inc. GIS 370334104 09/26/05 07/28/05 Annual 1.6 M Ochoa-Brillembourg For For General Mills, Inc. GIS 370334104 09/26/05 07/28/05 Annual 1.7 M Elect Director Steve Odland For For General Mills, Inc. GIS 370334104 09/26/05 07/28/05 Annual 1.8 M Elect Director Michael D. Rose For For General Mills, Inc. GIS 370334104 09/26/05 07/28/05 Annual 1.9 M Elect Director Robert L. Ryan For For General Mills, Inc. GIS 370334104 09/26/05 07/28/05 Annual 1.10 M Elect Director Stephen W. Sanger For For General Mills, Inc. GIS 370334104 09/26/05 07/28/05 Annual 1.11 M Elect Director A. Michael Spence For For General Mills, Inc. GIS 370334104 09/26/05 07/28/05 Annual 1.12 M Elect Director Dorothy A. Terrell For For General Mills, Inc. GIS 370334104 09/26/05 07/28/05 Annual 2 M Ratify Auditors For For General Mills, Inc. GIS 370334104 09/26/05 07/28/05 Annual 3 M Approve Omnibus Stock Plan For For Hire Advisor/Maximize Shareholder General Mills, Inc. GIS 370334104 09/26/05 07/28/05 Annual 4 S Value AgainstAgainst Darden Restaurants, Inc. DRI 237194105 09/21/05 07/25/05 Annual 1.1 M Elect Director Leonard L. Berry For For Darden Restaurants, Inc. DRI 237194105 09/21/05 07/25/05 Annual 1.2 M Elect Director Odie C. Donald For For Darden Restaurants, Inc. DRI 237194105 09/21/05 07/25/05 Annual 1.3 M Elect Director David H. Hughes For For Darden Restaurants, Elect Director Charles A. Inc. DRI 237194105 09/21/05 07/25/05 Annual 1.4 M Ledsinger, Jr. For For Darden Restaurants, Inc. DRI 237194105 09/21/05 07/25/05 Annual 1.5 M Elect Director Joe R. Lee For For Darden Restaurants, Elect Director William M. Lewis, Inc. DRI 237194105 09/21/05 07/25/05 Annual 1.6 M Jr. For For Darden Restaurants, Inc. DRI 237194105 09/21/05 07/25/05 Annual 1.7 M Elect Director Connie Mack, III For For Darden Restaurants, Elect Director Andrew H. (Drew) Inc. DRI 237194105 09/21/05 07/25/05 Annual 1.8 M Madsen For For Darden Restaurants, Inc. DRI 237194105 09/21/05 07/25/05 Annual 1.9 M Elect Director Clarence Otis, Jr. For For Darden Restaurants, Inc. DRI 237194105 09/21/05 07/25/05 Annual 1.10 M Elect Director Michael D. Rose For For Darden Restaurants, Inc. DRI 237194105 09/21/05 07/25/05 Annual 1.11 M Elect Director Maria A. Sastre For For Darden Restaurants, Inc. DRI 237194105 09/21/05 07/25/05 Annual 1.12 M Elect Director Jack A. Smith For For Darden Restaurants, Inc. DRI 237194105 09/21/05 07/25/05 Annual 1.13 M Elect Director Blaine Sweatt, III For For Darden Restaurants, Inc. DRI 237194105 09/21/05 07/25/05 Annual 1.14 M Elect Director Rita P. Wilson For For Darden Restaurants, Inc. DRI 237194105 09/21/05 07/25/05 Annual 2 M Ratify Auditors For For Symantec Corp. SYMC 871503108 09/16/05 07/25/05 Annual 1.1 M Elect Director Gary L. Bloom For For Symantec Corp. SYMC 871503108 09/16/05 07/25/05 Annual 1.2 M Elect Director Michael Brown For For Symantec Corp. SYMC 871503108 09/16/05 07/25/05 Annual 1.3 M Elect Director William T. Coleman For For Symantec Corp. SYMC 871503108 09/16/05 07/25/05 Annual 1.4 M Elect Director David L. Mahoney For For Symantec Corp. SYMC 871503108 09/16/05 07/25/05 Annual 1.5 M Elect Director Robert S. Miller For For Symantec Corp. SYMC 871503108 09/16/05 07/25/05 Annual 1.6 M Elect Director George Reyes For For Symantec Corp. SYMC 871503108 09/16/05 07/25/05 Annual 1.7 M Elect Director David Roux For For Symantec Corp. SYMC 871503108 09/16/05 07/25/05 Annual 1.8 M Elect Director Daniel H. Schulman For For Symantec Corp. SYMC 871503108 09/16/05 07/25/05 Annual 1.9 M Elect Director John W. Thompson For For Symantec Corp. SYMC 871503108 09/16/05 07/25/05 Annual 1.10 M Elect Director V. Paul Unruh For For Symantec Corp. SYMC 871503108 09/16/05 07/25/05 Annual 2 M Ratify Auditors For For Biomet, Inc. BMET 090613100 09/23/05 07/26/05 Annual 1.1 M Elect Director C. Scott Harrison For For Biomet, Inc. BMET 090613100 09/23/05 07/26/05 Annual 1.2 M Elect Director Sandra A. Lamb For For Biomet, Inc. BMET 090613100 09/23/05 07/26/05 Annual 1.3 M Elect Director Kenneth V. Miller For For Biomet, Inc. BMET 090613100 09/23/05 07/26/05 Annual 1.4 M Elect Director Niles L. Noblitt For For Biomet, Elect Director Marilyn Tucker Inc. BMET 090613100 09/23/05 07/26/05 Annual 1.5 M Quayle For For Biomet, Inc. BMET 090613100 09/23/05 07/26/05 Annual 2 M Amend Stock Option Plan For For Biomet, Inc. BMET 090613100 09/23/05 07/26/05 Annual 3 M Ratify Auditors For For Nike, Inc. NKE 654106103 09/20/05 07/25/05 Annual 1.1 M Elect Director Jill K. Conway For For Nike, Inc. NKE 654106103 09/20/05 07/25/05 Annual 1.2 M Elect Director Alan B. Graf, Jr. For For Nike, Inc. NKE 654106103 09/20/05 07/25/05 Annual 1.3 M Elect Director Jeanne P. Jackson For For Nike, Inc. NKE 654106103 09/20/05 07/25/05 Annual 2 M Increase Authorized Common Stock For For Approve Executive Incentive Bonus Nike, Inc. NKE 654106103 09/20/05 07/25/05 Annual 3 M Plan For For Nike, Inc. NKE 654106103 09/20/05 07/25/05 Annual 4 M Amend Omnibus Stock Plan For For Nike, Inc. NKE 654106103 09/20/05 07/25/05 Annual 5 M Ratify Auditors For For H&R Block, Inc. HRB 093671105 09/07/05 07/05/05 Annual 1.1 M Elect Director Thomas M. Bloch For For H&R Block, Inc. HRB 093671105 09/07/05 07/05/05 Annual 1.2 M Elect Director Mark A. Ernst For For H&R Block, Inc. HRB 093671105 09/07/05 07/05/05 Annual 1.3 M Elect Director David Baker Lewis For For H&R Block, Inc. HRB 093671105 09/07/05 07/05/05 Annual 1.4 M Elect Director Tom D. Seip For For Amend Executive Incentive Bonus H&R Block, Inc. HRB 093671105 09/07/05 07/05/05 Annual 2 M Plan For For H&R Block, Inc. HRB 093671105 09/07/05 07/05/05 Annual 3 M Ratify Auditors For For FedEx Corporation FDX 31428X106 09/26/05 08/01/05 Annual 1.1 M Elect Director James L. Barksdale For For FedEx Corporation FDX 31428X106 09/26/05 08/01/05 Annual 1.2 M Elect Director August A. Busch, IV For For FedEx Corporation FDX 31428X106 09/26/05 08/01/05 Annual 1.3 M Elect Director John A. Edwardson For For FedEx Corporation FDX 31428X106 09/26/05 08/01/05 Annual 1.4 M Elect Director Judith L. Estrin For For FedEx Corporation FDX 31428X106 09/26/05 08/01/05 Annual 1.5 M Elect Director J. Kenneth Glass For For FedEx Corporation FDX 31428X106 09/26/05 08/01/05 Annual 1.6 M Elect Director Philip Greer For For FedEx Corporation FDX 31428X106 09/26/05 08/01/05 Annual 1.7 M Elect Director J. R. Hyde, III For For FedEx Corporation FDX 31428X106 09/26/05 08/01/05 Annual 1.8 M Elect Director Shirley A. Jackson For For FedEx Corporation FDX 31428X106 09/26/05 08/01/05 Annual 1.9 M Elect Director Charles T. Manatt For For FedEx Corporation FDX 31428X106 09/26/05 08/01/05 Annual 1.10 M Elect Director Frederick W. Smith For For FedEx Corporation FDX 31428X106 09/26/05 08/01/05 Annual 1.11 M Elect Director Joshua I. Smith For For FedEx Corporation FDX 31428X106 09/26/05 08/01/05 Annual 1.12 M Elect Director Paul S. Walsh For For FedEx Corporation FDX 31428X106 09/26/05 08/01/05 Annual 1.13 M Elect Director Peter S. Willmott For For FedEx Corporation FDX 31428X106 09/26/05 08/01/05 Annual 2 M Amend Omnibus Stock Plan For For FedEx Corporation FDX 31428X106 09/26/05 08/01/05 Annual 3 M Ratify Auditors For For FedEx Corporation FDX 31428X106 09/26/05 08/01/05 Annual 4 S Adopt Simple Majority Vote AgainstFor Report on Corporate Political FedEx Corporation FDX 31428X106 09/26/05 08/01/05 Annual 5 S Contributions AgainstAgainst Require a Majority Vote for the FedEx Corporation FDX 31428X106 09/26/05 08/01/05 Annual 6 S Election of Directors AgainstAgainst Issue Shares in Connection with ProLogis PLD 743410102 09/14/05 08/08/05 Special 1 M an Acquisition For For Conagra Foods Inc. CAG 205887102 09/22/05 07/25/05 Annual 1.1 M Elect Director Howard G. Buffett For For Conagra Foods Inc. CAG 205887102 09/22/05 07/25/05 Annual 1.2 M Elect Director John T. Chain, Jr. For For Conagra Foods Inc. CAG 205887102 09/22/05 07/25/05 Annual 1.3 M Elect Director Ronald W. Roskens For For Conagra Foods Inc. CAG 205887102 09/22/05 07/25/05 Annual 1.4 M Elect Director Kenneth E. Stinson For For Conagra Foods Inc. CAG 205887102 09/22/05 07/25/05 Annual 2 M Declassify the Board of Directors For For Reduce Supermajority Vote Conagra Foods Inc. CAG 205887102 09/22/05 07/25/05 Annual 3 M Requirement For For Reduce Supermajority Vote Conagra Foods Inc. CAG 205887102 09/22/05 07/25/05 Annual 4 M Requirement For For Conagra Foods Inc. CAG 205887102 09/22/05 07/25/05 Annual 5 M Ratify Auditors For Against Report on Feasibility of Conagra Foods Inc. CAG 205887102 09/22/05 07/25/05 Annual 6 S Improving Animal Welfare Standards AgainstAgainst Report on Genetically Modified Conagra Foods Inc. CAG 205887102 09/22/05 07/25/05 Annual 7 S Organisms (GMO) AgainstAgainst Review/Limit Executive Conagra Foods Inc. CAG 205887102 09/22/05 07/25/05 Annual 8 S Compensation AgainstAgainst National Semiconductor Corp. NSM 637640103 09/30/05 08/11/05 Annual 1.1 M Elect Director Brian L. Halla For For National Semiconductor Corp. NSM 637640103 09/30/05 08/11/05 Annual 1.2 M Elect Director Steven R. Appleton For For National Semiconductor Corp. NSM 637640103 09/30/05 08/11/05 Annual 1.3 M Elect Director Gary P. Arnold For For National Semiconductor Corp. NSM 637640103 09/30/05 08/11/05 Annual 1.4 M Elect Director Richard J. Danzig For For National Semiconductor Elect Director Robert J. Corp. NSM 637640103 09/30/05 08/11/05 Annual 1.5 M Frankenberg For For National Semiconductor Corp. NSM 637640103 09/30/05 08/11/05 Annual 1.6 M Elect Director E. Floyd Kvamme For For National Semiconductor Corp. NSM 637640103 09/30/05 08/11/05 Annual 1.7 M Elect Director Modesto A. Maidique For For National Semiconductor Corp. NSM 637640103 09/30/05 08/11/05 Annual 1.8 M Elect Director Edward R. McCracken For For National Semiconductor Corp. NSM 637640103 09/30/05 08/11/05 Annual 2 M Ratify Auditors For For National Semiconductor Corp. NSM 637640103 09/30/05 08/11/05 Annual 3 M Amend Stock Option Plan For For The Procter & Gamble Company PG 742718109 10/11/05 08/12/05 Annual 1.1 M Elect Director Bruce L. Byrnes For For The Procter & Gamble Company PG 742718109 10/11/05 08/12/05 Annual 1.2 M Elect Director Scott D. Cook For For The Procter & Gamble Company PG 742718109 10/11/05 08/12/05 Annual 1.3 M Elect Director Charles R. Lee For For The Procter & Gamble Elect Director W. James McNerney, Company PG 742718109 10/11/05 08/12/05 Annual 1.4 M Jr. For For The Procter & Gamble Company PG 742718109 10/11/05 08/12/05 Annual 1.5 M Elect Director Ernesto Zedillo For For The Procter & Gamble Company PG 742718109 10/11/05 08/12/05 Annual 2 M Ratify Auditors For For The Procter & Gamble Company PG 742718109 10/11/05 08/12/05 Annual 3 M Amend Articles For For The Procter & Gamble Company PG 742718109 10/11/05 08/12/05 Annual 4 M Declassify the Board of Directors For For The Procter & Gamble Company PG 742718109 10/11/05 08/12/05 Annual 5 S Report on Animal Welfare Policy AgainstAgainst The Procter & Gamble Company PG 742718109 10/11/05 08/12/05 Annual 6 S Seek Sale of Company/Assets AgainstAgainst The Procter & Gamble Company PG 742718109 10/11/05 08/12/05 Annual 7 S Report on Political Contributions AgainstAgainst Paychex, Inc. PAYX 704326107 10/12/05 08/15/05 Annual 1.1 M Elect Director B. Thomas Golisano For For Paychex, Elect Director David J. S. Inc. PAYX 704326107 10/12/05 08/15/05 Annual 1.2 M Flaschen For For Paychex, Inc. PAYX 704326107 10/12/05 08/15/05 Annual 1.3 M Elect Director Phillip Horsley For For Paychex, Inc. PAYX 704326107 10/12/05 08/15/05 Annual 1.4 M Elect Director Grant M. Inman For For Paychex, Inc. PAYX 704326107 10/12/05 08/15/05 Annual 1.5 M Elect Director Jonathan J. Judge For For Paychex, Inc. PAYX 704326107 10/12/05 08/15/05 Annual 1.6 M Elect Director J. Robert Sebo For For Paychex, Inc. PAYX 704326107 10/12/05 08/15/05 Annual 1.7 M Elect Director Joseph M. Tucci For For Paychex, Inc. PAYX 704326107 10/12/05 08/15/05 Annual 2 M Amend Omnibus Stock Plan For For Paychex, Require a Majority Vote for the Inc. PAYX 704326107 10/12/05 08/15/05 Annual 3 S Election of Directors AgainstAgainst Oracle Corp. ORCL 68389X105 10/10/05 08/15/05 Annual 1.1 M Elect Director Jeffrey O. Henley For For Oracle Corp. ORCL 68389X105 10/10/05 08/15/05 Annual 1.2 M Elect Director Lawrence J. Ellison For For Oracle Corp. ORCL 68389X105 10/10/05 08/15/05 Annual 1.3 M Elect Director Donald L. Lucas For For Oracle Corp. ORCL 68389X105 10/10/05 08/15/05 Annual 1.4 M Elect Director Michael J. Boskin For For Oracle Corp. ORCL 68389X105 10/10/05 08/15/05 Annual 1.5 M Elect Director Jack F. Kemp For For Oracle Corp. ORCL 68389X105 10/10/05 08/15/05 Annual 1.6 M Elect Director Jeffrey S. Berg For For Oracle Corp. ORCL 68389X105 10/10/05 08/15/05 Annual 1.7 M Elect Director Safra A. Catz For For Elect Director Hector Oracle Corp. ORCL 68389X105 10/10/05 08/15/05 Annual 1.8 M Garcia-Molina For For Oracle Corp. ORCL 68389X105 10/10/05 08/15/05 Annual 1.9 M Elect Director Joseph A. Grundfest For For Oracle Corp. ORCL 68389X105 10/10/05 08/15/05 Annual 1.10 M Elect Director H. Raymond Bingham For Withhol Elect Director Charles E. Oracle Corp. ORCL 68389X105 10/10/05 08/15/05 Annual 1.11 M Phillips, Jr. For For Approve Executive Incentive Bonus Oracle Corp. ORCL 68389X105 10/10/05 08/15/05 Annual 2 M Plan For For Oracle Corp. ORCL 68389X105 10/10/05 08/15/05 Annual 3 M Ratify Auditors For For Cintas Corp. CTAS 172908105 10/18/05 08/22/05 Annual 1.1 M Elect Director Richard T. Farmer For For Cintas Corp. CTAS 172908105 10/18/05 08/22/05 Annual 1.2 M Elect Director Robert J. Kohlhepp For For Cintas Corp. CTAS 172908105 10/18/05 08/22/05 Annual 1.3 M Elect Director Scott D. Farmer For For Cintas Corp. CTAS 172908105 10/18/05 08/22/05 Annual 1.4 M Elect Director Paul R. Carter For For Cintas Corp. CTAS 172908105 10/18/05 08/22/05 Annual 1.5 M Elect Director Gerald V. Dirvin For For Cintas Corp. CTAS 172908105 10/18/05 08/22/05 Annual 1.6 M Elect Director Robert J. Herbold For For Cintas Corp. CTAS 172908105 10/18/05 08/22/05 Annual 1.7 M Elect Director Joyce Hergenhan For For Cintas Corp. CTAS 172908105 10/18/05 08/22/05 Annual 1.8 M Elect Director Roger L. Howe For For Cintas Corp. CTAS 172908105 10/18/05 08/22/05 Annual 1.9 M Elect Director David C. Phillips For For Cintas Corp. CTAS 172908105 10/18/05 08/22/05 Annual 2 M Approve Omnibus Stock Plan For For Cintas Corp. CTAS 172908105 10/18/05 08/22/05 Annual 3 M Ratify Auditors For For Cintas Separate Chairman and CEO Corp. CTAS 172908105 10/18/05 08/22/05 Annual 4 S Positions AgainstAgainst Cintas Require a Majority Vote for the Corp. CTAS 172908105 10/18/05 08/22/05 Annual 5 S Election of Directors AgainstAgainst Applera Corp 038020103 10/20/05 09/01/05 Annual 1.1 M Elect Director Richard H. Ayers For For Applera Corp 038020103 10/20/05 09/01/05 Annual 1.2 M Elect Director Jean-Luc Belingard For For Applera Corp 038020103 10/20/05 09/01/05 Annual 1.3 M Elect Director Robert H. Hayes For For Applera Corp 038020103 10/20/05 09/01/05 Annual 1.4 M Elect Director Arnold J. Levine For For Elect Director William H. Applera Corp 038020103 10/20/05 09/01/05 Annual 1.5 M Longfield For For Applera Corp 038020103 10/20/05 09/01/05 Annual 1.6 M Elect Director Theodore E. Martin For For Applera Corp 038020103 10/20/05 09/01/05 Annual 1.7 M Elect Director Carolyn W. Slayman For For Applera Corp 038020103 10/20/05 09/01/05 Annual 1.8 M Elect Director Orin R. Smith For For Applera Corp 038020103 10/20/05 09/01/05 Annual 1.9 M Elect Director James R. Tobin For For Applera Corp 038020103 10/20/05 09/01/05 Annual 1.10 M Elect Director Tony L. White For For Applera Corp 038020103 10/20/05 09/01/05 Annual 2 M Ratify Auditors For For Sara Lee Corp. SLE 803111103 10/27/05 09/01/05 Annual 1.1 M Elect Director Brenda C. Barnes For For Sara Lee Elect Director J.T. Battenberg, Corp. SLE 803111103 10/27/05 09/01/05 Annual 1.2 M III For For Sara Lee Corp. SLE 803111103 10/27/05 09/01/05 Annual 1.3 M Elect Director Charles W. Coker For For Sara Lee Corp. SLE 803111103 10/27/05 09/01/05 Annual 1.4 M Elect Director James S. Crown For For Sara Lee Corp. SLE 803111103 10/27/05 09/01/05 Annual 1.5 M Elect Director Willie D. Davis For For Sara Lee Elect Director Laurette T. Corp. SLE 803111103 10/27/05 09/01/05 Annual 1.6 M Koellner For For Sara Lee Elect Director Cornelis J.A. Van Corp. SLE 803111103 10/27/05 09/01/05 Annual 1.7 M Lede For For Sara Lee Corp. SLE 803111103 10/27/05 09/01/05 Annual 1.8 M Elect Director Sir Ian Prosser For For Sara Lee Corp. SLE 803111103 10/27/05 09/01/05 Annual 1.9 M Elect Director Rozanne L. Ridgway For For Sara Lee Corp. SLE 803111103 10/27/05 09/01/05 Annual 1.10 M Elect Director Richard L. Thomas For For Sara Lee Corp. SLE 803111103 10/27/05 09/01/05 Annual 1.11 M Elect Director Jonathan P. Ward For For Sara Lee Corp. SLE 803111103 10/27/05 09/01/05 Annual 2 M Ratify Auditors For For Sara Lee Approve Qualified Employee Stock Corp. SLE 803111103 10/27/05 09/01/05 Annual 3 M Purchase Plan For For Sara Lee Corp. SLE 803111103 10/27/05 09/01/05 Annual 4 S Adopt ILO Based Code of Conduct AgainstAgainst Sara Lee Eliminate or Restrict Severance Corp. SLE 803111103 10/27/05 09/01/05 Annual 5 S Agreements (Change-in-Control) AgainstFor Sara Lee Submit Shareholder Rights Plan Corp. SLE 803111103 10/27/05 09/01/05 Annual 6 S (Poison Pill) to Shareholder Vote AgainstFor Automatic Data Processing, Elect Director Gregory D. Inc. ADP 053015103 11/08/05 09/09/05 Annual 1.1 M Brenneman For For Automatic Data Processing, Inc. ADP 053015103 11/08/05 09/09/05 Annual 1.2 M Elect Director Leslie A. Brun For For Automatic Data Processing, Inc. ADP 053015103 11/08/05 09/09/05 Annual 1.3 M Elect Director Gary C. Butler For For Automatic Data Processing, Inc. ADP 053015103 11/08/05 09/09/05 Annual 1.4 M Elect Director Leon G. Cooperman For For Automatic Data Processing, Inc. ADP 053015103 11/08/05 09/09/05 Annual 1.5 M Elect Director R. Glenn Hubbard For For Automatic Data Processing, Inc. ADP 053015103 11/08/05 09/09/05 Annual 1.6 M Elect Director John P. Jones For For Automatic Data Processing, Inc. ADP 053015103 11/08/05 09/09/05 Annual 1.7 M Elect Director Ann Dibble Jordan For For Automatic Data Processing, Inc. ADP 053015103 11/08/05 09/09/05 Annual 1.8 M Elect Director Harvey M. Krueger For For Automatic Data Processing, Inc. ADP 053015103 11/08/05 09/09/05 Annual 1.9 M Elect Director Frederic V. Malek For For Automatic Data Processing, Inc. ADP 053015103 11/08/05 09/09/05 Annual 1.10 M Elect Director Henry Taub For For Automatic Data Processing, Inc. ADP 053015103 11/08/05 09/09/05 Annual 1.11 M Elect Director Arthur F. Weinbach For For Automatic Data Processing, Inc. ADP 053015103 11/08/05 09/09/05 Annual 2 M Ratify Auditors For For Sun Microsystems, Inc. SUNW 866810104 10/27/05 08/29/05 Annual 1.1 M Elect Director Scott G. McNealy For For Sun Microsystems, Inc. SUNW 866810104 10/27/05 08/29/05 Annual 1.2 M Elect Director James L. Barksdale For For Sun Microsystems, Inc. SUNW 866810104 10/27/05 08/29/05 Annual 1.3 M Elect Director Stephen M. Bennett For For Sun Microsystems, Inc. SUNW 866810104 10/27/05 08/29/05 Annual 1.4 M Elect Director L. John Doerr For For Sun Microsystems, Inc. SUNW 866810104 10/27/05 08/29/05 Annual 1.5 M Elect Director Robert J. Fisher For For Sun Microsystems, Inc. SUNW 866810104 10/27/05 08/29/05 Annual 1.6 M Elect Director Michael E. Lehman For Withhol Sun Microsystems, Elect Director Patricia E. Inc. SUNW 866810104 10/27/05 08/29/05 Annual 1.7 M Mitchell For For Sun Microsystems, Inc. SUNW 866810104 10/27/05 08/29/05 Annual 1.8 M Elect Director M. Kenneth Oshman For For Sun Microsystems, Inc. SUNW 866810104 10/27/05 08/29/05 Annual 1.9 M Elect Director Naomi O. Seligman For For Sun Microsystems, Inc. SUNW 866810104 10/27/05 08/29/05 Annual 2 M Ratify Auditors For For Sun Microsystems, Inc. SUNW 866810104 10/27/05 08/29/05 Annual 3 S Performance- Based/Indexed Options AgainstFor Sun Microsystems, Approve Terms of Existing Poison Inc. SUNW 866810104 10/27/05 08/29/05 Annual 4 S Pill AgainstFor KLA-Tencor Corp. KLAC 482480100 11/04/05 09/06/05 Annual 1.1 M Elect Director Kenneth Levy For For KLA-Tencor Corp. KLAC 482480100 11/04/05 09/06/05 Annual 1.2 M Elect Director Jon D. Tompkins For For KLA-Tencor Corp. KLAC 482480100 11/04/05 09/06/05 Annual 1.3 M Elect Director Lida Urbanek For For Approve Executive Incentive Bonus KLA-Tencor Corp. KLAC 482480100 11/04/05 09/06/05 Annual 2 M Plan For For KLA-Tencor Corp. KLAC 482480100 11/04/05 09/06/05 Annual 3 M Ratify Auditors For For Require a Majority Vote for the KLA-Tencor Corp. KLAC 482480100 11/04/05 09/06/05 Annual 4 S Election of Directors AgainstAgainst Molex Elect Director John H. Krehbiel, Incorporated MOLX 608554101 10/28/05 09/02/05 Annual 1.1 M Jr. For For Molex Incorporated MOLX 608554101 10/28/05 09/02/05 Annual 1.2 M Elect Director Robert J. Potter For For Molex Incorporated MOLX 608554101 10/28/05 09/02/05 Annual 1.3 M Elect Director Edgar D. Jannotta For Withhol Molex Incorporated MOLX 608554101 10/28/05 09/02/05 Annual 1.4 M Elect Director Donald G. Lubin For Withhol Molex Incorporated MOLX 608554101 10/28/05 09/02/05 Annual 1.5 M Elect Director David L. Landsittel For For Molex Incorporated MOLX 608554101 10/28/05 09/02/05 Annual 2 M Approve Omnibus Stock Plan For For Molex Incorporated MOLX 608554101 10/28/05 09/02/05 Annual 3 M Approve Stock Option Plan For For Molex Approve Qualified Employee Stock Incorporated MOLX 608554101 10/28/05 09/02/05 Annual 4 M Purchase Plan For For Molex Incorporated MOLX 608554101 10/28/05 09/02/05 Annual 5 M Approve Stock Option Plan For For Molex Incorporated MOLX 608554101 10/28/05 09/02/05 Annual 6 M Amend Omnibus Stock Plan For For Molex Incorporated MOLX 608554101 10/28/05 09/02/05 Annual 7 M Ratify Auditors For For Archer-Daniels-Midland Company ADM 039483102 11/03/05 09/16/05 Annual 1.1 M Elect Director G. Allen Andreas For For Archer-Daniels-Midland Company ADM 039483102 11/03/05 09/16/05 Annual 1.2 M Elect Director Alan L. Boeckmann For For Archer-Daniels-Midland Company ADM 039483102 11/03/05 09/16/05 Annual 1.3 M Elect Director Mollie Hale Carter, For Withhol Archer-Daniels-Midland Company ADM 039483102 11/03/05 09/16/05 Annual 1.4 M Elect Director Roger S. Joslin For For Archer-Daniels-Midland Company ADM 039483102 11/03/05 09/16/05 Annual 1.5 M Elect Director Patrick J. Moore For For Archer-Daniels-Midland Company ADM 039483102 11/03/05 09/16/05 Annual 1.6 M Elect Director M. Brian Mulroney For Withhol Archer-Daniels-Midland Company ADM 039483102 11/03/05 09/16/05 Annual 1.7 M Elect Director Thomas F. O'Neill For For Archer-Daniels-Midland Company ADM 039483102 11/03/05 09/16/05 Annual 1.8 M Elect Director O.G. Webb For Withhol Archer-Daniels-Midland Company ADM 039483102 11/03/05 09/16/05 Annual 1.9 M Elect Director Kelvin R. Westbrook For For Archer-Daniels-Midland Report on Genetically Modified Company ADM 039483102 11/03/05 09/16/05 Annual 2 S Organisms AgainstAgainst Elect Director William E. Parker-Hannifin Corp. PH 701094104 10/26/05 08/31/05 Annual 1.1 M Kassling For For Parker-Hannifin Corp. PH 701094104 10/26/05 08/31/05 Annual 1.2 M Elect Director Peter W. Likins For For Elect Director Joseph M. Parker-Hannifin Corp. PH 701094104 10/26/05 08/31/05 Annual 1.3 M Scaminace For For Elect Director Wolfgang R. Parker-Hannifin Corp. PH 701094104 10/26/05 08/31/05 Annual 1.4 M Schmitt For For Parker-Hannifin Corp. PH 701094104 10/26/05 08/31/05 Annual 2 M Ratify Auditors For For Approve Executive Incentive Bonus Parker-Hannifin Corp. PH 701094104 10/26/05 08/31/05 Annual 3 M Plan For For Parker-Hannifin Corp. PH 701094104 10/26/05 08/31/05 Annual 4 S Declassify the Board of Directors AgainstAgainst Cisco Systems, Inc. CSCO 17275R102 11/15/05 09/16/05 Annual 1.1 M Elect Director Carol A. Bartz For For Cisco Systems, Inc. CSCO 17275R102 11/15/05 09/16/05 Annual 1.2 M Elect Director M. Michele Burns For For Cisco Systems, Inc. CSCO 17275R102 11/15/05 09/16/05 Annual 1.3 M Elect Director Larry R. Carter For For Cisco Systems, Inc. CSCO 17275R102 11/15/05 09/16/05 Annual 1.4 M Elect Director John T. Chambers For For Elect Director Dr. John L. Cisco Systems, Inc. CSCO 17275R102 11/15/05 09/16/05 Annual 1.5 M Hennessy For For Elect Director Richard M. Cisco Systems, Inc. CSCO 17275R102 11/15/05 09/16/05 Annual 1.6 M Kovacevich For For Elect Director Roderick C. Cisco Systems, Inc. CSCO 17275R102 11/15/05 09/16/05 Annual 1.7 M McGeary For For Cisco Systems, Inc. CSCO 17275R102 11/15/05 09/16/05 Annual 1.8 M Elect Director James C. Morgan For For Cisco Systems, Inc. CSCO 17275R102 11/15/05 09/16/05 Annual 1.9 M Elect Director John P. Morgridge For For Cisco Systems, Inc. CSCO 17275R102 11/15/05 09/16/05 Annual 1.10 M Elect Director Steven M. West For For Cisco Systems, Inc. CSCO 17275R102 11/15/05 09/16/05 Annual 1.11 M Elect Director Jerry Yang For For Cisco Systems, Inc. CSCO 17275R102 11/15/05 09/16/05 Annual 2 M Approve Stock Option Plan For For Cisco Systems, Inc. CSCO 17275R102 11/15/05 09/16/05 Annual 3 M Ratify Auditors For For Review/Limit Executive Cisco Systems, Inc. CSCO 17275R102 11/15/05 09/16/05 Annual 4 S Compensation AgainstAgainst Cisco Systems, Inc. CSCO 17275R102 11/15/05 09/16/05 Annual 5 S Report on Pay Disparity AgainstAgainst Cisco Systems, Inc. CSCO 17275R102 11/15/05 09/16/05 Annual 6 S Report on Human Rights Policy AgainstAgainst Linear Technology Elect Director Robert H. Corp. LLTC 535678106 11/02/05 09/06/05 Annual 1.1 M Swanson, Jr. For For Linear Technology Corp. LLTC 535678106 11/02/05 09/06/05 Annual 1.2 M Elect Director David S. Lee For For Linear Technology Corp. LLTC 535678106 11/02/05 09/06/05 Annual 1.3 M Elect Director Lothar Maier For For Linear Technology Corp. LLTC 535678106 11/02/05 09/06/05 Annual 1.4 M Elect Director Leo T. McCarthy For For Linear Technology Corp. LLTC 535678106 11/02/05 09/06/05 Annual 1.5 M Elect Director Richard M. Moley For For Linear Technology Corp. LLTC 535678106 11/02/05 09/06/05 Annual 1.6 M Elect Director Thomas S. Volpe For For Linear Technology Corp. LLTC 535678106 11/02/05 09/06/05 Annual 2 M Approve Omnibus Stock Plan For For Linear Technology Approve Qualified Employee Stock Corp. LLTC 535678106 11/02/05 09/06/05 Annual 3 M Purchase Plan For For Linear Technology Approve Executive Incentive Bonus Corp. LLTC 535678106 11/02/05 09/06/05 Annual 4 M Plan For For Linear Technology Corp. LLTC 535678106 11/02/05 09/06/05 Annual 5 M Ratify Auditors For For MBNA Corp. 55262L100 11/03/05 09/02/05 Special 1 M Approve Merger Agreement For For MBNA Corp. 55262L100 11/03/05 09/02/05 Special 2 M Adjourn Meeting For Against Coach, Inc. COH 189754104 11/02/05 09/14/05 Annual 1.1 M Elect Director Joseph Ellis For For Coach, Inc. COH 189754104 11/02/05 09/14/05 Annual 1.2 M Elect Director Lew Frankfort For For Coach, Inc. COH 189754104 11/02/05 09/14/05 Annual 1.3 M Elect Director Gary Loveman For For Coach, Inc. COH 189754104 11/02/05 09/14/05 Annual 1.4 M Elect Director Ivan Menezes For For Coach, Inc. COH 189754104 11/02/05 09/14/05 Annual 1.5 M Elect Director Irene Miller For For Coach, Inc. COH 189754104 11/02/05 09/14/05 Annual 1.6 M Elect Director Keith Monda For For Coach, Inc. COH 189754104 11/02/05 09/14/05 Annual 1.7 M Elect Director Michael Murphy For For Amend Executive Incentive Bonus Coach, Inc. COH 189754104 11/02/05 09/14/05 Annual 2 M Plan For For Elect Director William H. Gates, Microsoft Corp. MSFT 594918104 11/09/05 09/09/05 Annual 1.1 M III For For Microsoft Corp. MSFT 594918104 11/09/05 09/09/05 Annual 1.2 M Elect Director Steven A. Ballmer For For Microsoft Corp. MSFT 594918104 11/09/05 09/09/05 Annual 1.3 M Elect Director James I. Cash Jr. For For Microsoft Corp. MSFT 594918104 11/09/05 09/09/05 Annual 1.4 M Elect Director Dina Dublon For For Elect Director Raymond V. Microsoft Corp. MSFT 594918104 11/09/05 09/09/05 Annual 1.5 M Gilmartin For For Elect Director A. Mclaughlin Microsoft Corp. MSFT 594918104 11/09/05 09/09/05 Annual 1.6 M Korologos For For Microsoft Corp. MSFT 594918104 11/09/05 09/09/05 Annual 1.7 M Elect Director David F. Marquardt For For Microsoft Corp. MSFT 594918104 11/09/05 09/09/05 Annual 1.8 M Elect Director Charles H. Noski For For Microsoft Corp. MSFT 594918104 11/09/05 09/09/05 Annual 1.9 M Elect Director Helmut Panke For For Microsoft Corp. MSFT 594918104 11/09/05 09/09/05 Annual 1.10 M Elect Director Jon A. Shirley For For Microsoft Corp. MSFT 594918104 11/09/05 09/09/05 Annual 2 M Ratify Auditors For For Cardinal Health, Inc. CAH 14149Y108 11/02/05 09/09/05 Annual 1.1 M Elect Director J. Michael Losh For For Cardinal Health, Inc. CAH 14149Y108 11/02/05 09/09/05 Annual 1.2 M Elect Director John B. McCoy For For Elect Director Michael D. Cardinal Health, Inc. CAH 14149Y108 11/02/05 09/09/05 Annual 1.3 M O'Halleran For For Elect Director Jean G. Spaulding, Cardinal Health, Inc. CAH 14149Y108 11/02/05 09/09/05 Annual 1.4 M M.D. For For Cardinal Health, Inc. CAH 14149Y108 11/02/05 09/09/05 Annual 1.5 M Elect Director Matthew D. Walter For For Cardinal Health, Inc. CAH 14149Y108 11/02/05 09/09/05 Annual 2 M Approve Omnibus Stock Plan For For Cardinal Health, Inc. CAH 14149Y108 11/02/05 09/09/05 Annual 3 M Declassify the Board of Directors For For Scientific-Atlanta, Inc. 808655104 11/03/05 09/15/05 Annual 1.1 M Elect Director David W. Dorman For For Scientific-Atlanta, Inc. 808655104 11/03/05 09/15/05 Annual 1.2 M Elect Director William E. Kassling For For Scientific-Atlanta, Inc. 808655104 11/03/05 09/15/05 Annual 1.3 M Elect Director Mylle H. Mangum For For Scientific-Atlanta, Inc. 808655104 11/03/05 09/15/05 Annual 2 M Ratify Auditors For For Scientific-Atlanta, Amend Executive Incentive Bonus Inc. 808655104 11/03/05 09/15/05 Annual 3 M Plan For For Scientific-Atlanta, Approve Non-Employee Director Inc. 808655104 11/03/05 09/15/05 Annual 4 M Omnibus Stock Plan For For SYSCO Corporation SYY 871829107 11/11/05 09/13/05 Annual 1.1 M Elect Director Judith B. Craven For For SYSCO Corporation SYY 871829107 11/11/05 09/13/05 Annual 1.2 M Elect Director Richard G. Merrill For For SYSCO Corporation SYY 871829107 11/11/05 09/13/05 Annual 1.3 M Elect Director Phyllis S. Sewell For For Elect Director Richard G. SYSCO Corporation SYY 871829107 11/11/05 09/13/05 Annual 1.4 M Tilghman For For SYSCO Corporation SYY 871829107 11/11/05 09/13/05 Annual 2 M Ratify Auditors For For Approve Executive Incentive Bonus SYSCO Corporation SYY 871829107 11/11/05 09/13/05 Annual 3 M Plan For For Approve Stock/Cash Award to SYSCO Corporation SYY 871829107 11/11/05 09/13/05 Annual 4 M Executive For For Approve Non-Employee Director SYSCO Corporation SYY 871829107 11/11/05 09/13/05 Annual 5 M Omnibus Stock Plan For For Affiliated Computer Services, Inc. ACS 008190100 10/27/05 09/09/05 Annual 1.1 M Elect Director Darwin Deason For For Affiliated Computer Services, Inc. ACS 008190100 10/27/05 09/09/05 Annual 1.2 M Elect Director Mark A. King For For Affiliated Computer Services, Inc. ACS 008190100 10/27/05 09/09/05 Annual 1.3 M Elect Director Lynn R. Blodgett For For Affiliated Computer Services, Inc. ACS 008190100 10/27/05 09/09/05 Annual 1.4 M Elect Director Joseph P. O'Neill For For Affiliated Computer Services, Inc. ACS 008190100 10/27/05 09/09/05 Annual 1.5 M Elect Director Frank A. Rossi For For Affiliated Computer Elect Director J. Livingston Services, Inc. ACS 008190100 10/27/05 09/09/05 Annual 1.6 M Kosberg For For Affiliated Computer Services, Inc. ACS 008190100 10/27/05 09/09/05 Annual 1.7 M Elect Director Dennis McCuistion For For Affiliated Computer Approve Executive Incentive Bonus Services, Inc. ACS 008190100 10/27/05 09/09/05 Annual 2 M Plan For For Affiliated Computer Services, Inc. ACS 008190100 10/27/05 09/09/05 Annual 3 M Ratify Auditors For For Affiliated Computer Services, Inc. ACS 008190100 10/27/05 09/09/05 Annual 4 S Approve Recapitalization For For The Clorox Company CLX 189054109 11/16/05 09/20/05 Annual 1.1 M Elect Director Daniel Boggan, Jr. For For The Clorox Company CLX 189054109 11/16/05 09/20/05 Annual 1.2 M Elect Director Tully M. Friedman For For The Clorox Company CLX 189054109 11/16/05 09/20/05 Annual 1.3 M Elect Director Gerald E. Johnston For For Elect Director Robert W. The Clorox Company CLX 189054109 11/16/05 09/20/05 Annual 1.4 M Matschullat For For The Clorox Company CLX 189054109 11/16/05 09/20/05 Annual 1.5 M Elect Director Gary G. Michael For For The Clorox Company CLX 189054109 11/16/05 09/20/05 Annual 1.6 M Elect Director Jan L. Murley For For The Clorox Company CLX 189054109 11/16/05 09/20/05 Annual 1.7 M Elect Director Lary R. Scott For For The Clorox Company CLX 189054109 11/16/05 09/20/05 Annual 1.8 M Elect Director Michael E. Shannon For For Elect Director Pamela The Clorox Company CLX 189054109 11/16/05 09/20/05 Annual 1.9 M Thomas-Graham For For The Clorox Company CLX 189054109 11/16/05 09/20/05 Annual 1.10 M Elect Director Carolyn M. Ticknor For For The Clorox Company CLX 189054109 11/16/05 09/20/05 Annual 2 M Approve Omnibus Stock Plan For For Approve Executive Incentive Bonus The Clorox Company CLX 189054109 11/16/05 09/20/05 Annual 3 M Plan For For The Clorox Company CLX 189054109 11/16/05 09/20/05 Annual 4 M Ratify Auditors For For Maxim Integrated Products, Inc. MXIM 57772K101 11/10/05 09/28/05 Annual 1.1 M Elect Director James R. Bergman For Withhol Maxim Integrated Products, Inc. MXIM 57772K101 11/10/05 09/28/05 Annual 1.2 M Elect Director Michael J. Byrd For For Maxim Integrated Products, Inc. MXIM 57772K101 11/10/05 09/28/05 Annual 1.3 M Elect Director Peter de Roeth For For Maxim Integrated Products, Inc. MXIM 57772K101 11/10/05 09/28/05 Annual 1.4 M Elect Director John F. Gifford For For Maxim Integrated Products, Inc. MXIM 57772K101 11/10/05 09/28/05 Annual 1.5 M Elect Director B. Kipling Hagopian For For Maxim Integrated Products, Inc. MXIM 57772K101 11/10/05 09/28/05 Annual 1.6 M Elect Director A.R. Frank Wazzan For For Maxim Integrated Products, Inc. MXIM 57772K101 11/10/05 09/28/05 Annual 2 M Amend Omnibus Stock Plan For Against Maxim Integrated Amend Qualified Employee Stock Products, Inc. MXIM 57772K101 11/10/05 09/28/05 Annual 3 M Purchase Plan For For Maxim Integrated Products, Inc. MXIM 57772K101 11/10/05 09/28/05 Annual 4 M Ratify Auditors For For Campbell Soup Co. CPB 134429109 11/18/05 09/21/05 Annual 1.1 M Elect Director John F. Brock For For Campbell Soup Co. CPB 134429109 11/18/05 09/21/05 Annual 1.2 M Elect Director Edmund M. Carpenter For For Campbell Soup Co. CPB 134429109 11/18/05 09/21/05 Annual 1.3 M Elect Director Paul R. Charron For For Campbell Soup Co. CPB 134429109 11/18/05 09/21/05 Annual 1.4 M Elect Director Douglas R. Conant For For Campbell Soup Co. CPB 134429109 11/18/05 09/21/05 Annual 1.5 M Elect Director Bennett Dorrance For For Campbell Soup Co. CPB 134429109 11/18/05 09/21/05 Annual 1.6 M Elect Director Kent B. Foster For For Campbell Soup Co. CPB 134429109 11/18/05 09/21/05 Annual 1.7 M Elect Director Harvey Golub For For Elect Director Randall W. Campbell Soup Co. CPB 134429109 11/18/05 09/21/05 Annual 1.8 M Larrimore For For Elect Director Philip E. Campbell Soup Co. CPB 134429109 11/18/05 09/21/05 Annual 1.9 M Lippincott For For Elect Director Mary Alice D. Campbell Soup Co. CPB 134429109 11/18/05 09/21/05 Annual 1.10 M Malone For For Campbell Soup Co. CPB 134429109 11/18/05 09/21/05 Annual 1.11 M Elect Director Sara Mathew For For Campbell Soup Co. CPB 134429109 11/18/05 09/21/05 Annual 1.12 M Elect Director David C. Patterson For For Campbell Soup Co. CPB 134429109 11/18/05 09/21/05 Annual 1.13 M Elect Director Charles R. Perrin For For Campbell Soup Co. CPB 134429109 11/18/05 09/21/05 Annual 1.14 M Elect Director A. Barry Rand For For Elect Director George Campbell Soup Co. CPB 134429109 11/18/05 09/21/05 Annual 1.15 M Strawbridge, Jr. For For Campbell Soup Co. CPB 134429109 11/18/05 09/21/05 Annual 1.16 M Elect Director Les C. Vinney For For Campbell Soup Co. CPB 134429109 11/18/05 09/21/05 Annual 1.17 M Elect Director Charlotte C. Weber For For Campbell Soup Co. CPB 134429109 11/18/05 09/21/05 Annual 2 M Ratify Auditors For For Campbell Soup Co. CPB 134429109 11/18/05 09/21/05 Annual 3 M Approve Omnibus Stock Plan For For Elect Director Richard T. JDS Uniphase Corp. JDSU 46612J101 12/01/05 10/11/05 Annual 1.1 M Liebhaber For For Elect Director Casimir S. JDS Uniphase Corp. JDSU 46612J101 12/01/05 10/11/05 Annual 1.2 M Skrzypczak For For JDS Uniphase Corp. JDSU 46612J101 12/01/05 10/11/05 Annual 2 M Approve Reverse Stock Split For For JDS Uniphase Corp. JDSU 46612J101 12/01/05 10/11/05 Annual 3 M Ratify Auditors For For The Interpublic Group of Companies, Inc. IPG 460690100 11/14/05 09/20/05 Annual 1.1 M Elect Director Frank J. Borelli For Withhol The Interpublic Group of Companies, Inc. IPG 460690100 11/14/05 09/20/05 Annual 1.2 M Elect Director Reginald K. Brack For Withhol The Interpublic Group of Companies, Inc. IPG 460690100 11/14/05 09/20/05 Annual 1.3 M Elect Director Jill M. Considine For Withhol The Interpublic Group Elect Director Richard A. of Companies, Inc. IPG 460690100 11/14/05 09/20/05 Annual 1.4 M Goldstein For For The Interpublic Group of Companies, Inc. IPG 460690100 11/14/05 09/20/05 Annual 1.5 M Elect Director H. John Greeniaus For For The Interpublic Group of Companies, Inc. IPG 460690100 11/14/05 09/20/05 Annual 1.6 M Elect Director Michael I. Roth For For The Interpublic Group of Companies, Inc. IPG 460690100 11/14/05 09/20/05 Annual 1.7 M Elect Director J. Phillip Samper For For The Interpublic Group of Companies, Inc. IPG 460690100 11/14/05 09/20/05 Annual 1.8 M Elect Director David M. Thomas For For The Interpublic Group Approve Qualified Employee Stock of Companies, Inc. IPG 460690100 11/14/05 09/20/05 Annual 2 M Purchase Plan For For The Interpublic Group of Companies, Inc. IPG 460690100 11/14/05 09/20/05 Annual 3 M Ratify Auditors For Against The Interpublic Group of Companies, Inc. IPG 460690100 11/14/05 09/20/05 Annual 4 S Seek Sale of Company/Assets AgainstAgainst AutoZone, Inc. AZO 053332102 12/14/05 10/17/05 Annual 1.1 M Elect Director Charles M. Elson For For AutoZone, Inc. AZO 053332102 12/14/05 10/17/05 Annual 1.2 M Elect Director Sue E. Gove For For AutoZone, Inc. AZO 053332102 12/14/05 10/17/05 Annual 1.3 M Elect Director Earl G. Graves, Jr For For AutoZone, Inc. AZO 053332102 12/14/05 10/17/05 Annual 1.4 M Elect Director N. Gerry House For For AutoZone, Inc. AZO 053332102 12/14/05 10/17/05 Annual 1.5 M Elect Director J.R. Hyde, III For For AutoZone, Inc. AZO 053332102 12/14/05 10/17/05 Annual 1.6 M Elect Director Edward S. Lampert For For AutoZone, Inc. AZO 053332102 12/14/05 10/17/05 Annual 1.7 M Elect Director W. Andrew McKenna For For AutoZone, Elect Director William C. Rhodes, Inc. AZO 053332102 12/14/05 10/17/05 Annual 1.8 M III For For AutoZone, Inc. AZO 053332102 12/14/05 10/17/05 Annual 2 M Ratify Auditors For For Intuit Inc. INTU 461202103 12/16/05 10/24/05 Annual 1.1 M Elect Director Stephen M. Bennett For For Elect Director Christopher W. Intuit Inc. INTU 461202103 12/16/05 10/24/05 Annual 1.2 M Brody For For Intuit Inc. INTU 461202103 12/16/05 10/24/05 Annual 1.3 M Elect Director William V. Campbell For For Intuit Inc. INTU 461202103 12/16/05 10/24/05 Annual 1.4 M Elect Director Scott D. Cook For For Intuit Inc. INTU 461202103 12/16/05 10/24/05 Annual 1.5 M Elect Director L. John Doerr For For Intuit Inc. INTU 461202103 12/16/05 10/24/05 Annual 1.6 M Elect Director Donna L. Dubinsky For For Intuit Inc. INTU 461202103 12/16/05 10/24/05 Annual 1.7 M Elect Director Michael R. Hallman For For Intuit Inc. INTU 461202103 12/16/05 10/24/05 Annual 1.8 M Elect Director Dennis D. Powell For For Intuit Inc. INTU 461202103 12/16/05 10/24/05 Annual 1.9 M Elect Director Stratton D. Sclavos For For Intuit Inc. INTU 461202103 12/16/05 10/24/05 Annual 2 M Ratify Auditors For For Intuit Inc. INTU 461202103 12/16/05 10/24/05 Annual 3 M Amend Omnibus Stock Plan For For Micron Technology, Inc. MU 595112103 12/06/05 10/12/05 Annual 1.1 M Elect Director Steven R. Appleton For For Micron Technology, Inc. MU 595112103 12/06/05 10/12/05 Annual 1.2 M Elect Director James W. Bagley For For Micron Technology, Inc. MU 595112103 12/06/05 10/12/05 Annual 1.3 M Elect Director Mercedes Johnson For Withhol Micron Technology, Inc. MU 595112103 12/06/05 10/12/05 Annual 1.4 M Elect Director Robert A. Lothrop For For Micron Technology, Inc. MU 595112103 12/06/05 10/12/05 Annual 1.5 M Elect Director Lawrence N. Mondry For For Micron Technology, Inc. MU 595112103 12/06/05 10/12/05 Annual 1.6 M Elect Director Gordon C. Smith For For Micron Technology, Inc. MU 595112103 12/06/05 10/12/05 Annual 1.7 M Elect Director William P. Weber For For Micron Technology, Inc. MU 595112103 12/06/05 10/12/05 Annual 2 M Amend Omnibus Stock Plan For For Micron Technology, Inc. MU 595112103 12/06/05 10/12/05 Annual 3 M Ratify Auditors For For Valero Energy Corp. VLO 91913Y100 12/01/05 11/02/05 Special 1 M Increase Authorized Common Stock For For Walgreen Co. WAG 931422109 01/11/06 11/14/05 Annual 1.1 M Elect Director David W. Bernauer For For Walgreen Co. WAG 931422109 01/11/06 11/14/05 Annual 1.2 M Elect Director William C. Foote For For Walgreen Co. WAG 931422109 01/11/06 11/14/05 Annual 1.3 M Elect Director James J. Howard For For Walgreen Co. WAG 931422109 01/11/06 11/14/05 Annual 1.4 M Elect Director Alan G. McNally For For Walgreen Co. WAG 931422109 01/11/06 11/14/05 Annual 1.5 M Elect Director Cordell Reed For For Walgreen Co. WAG 931422109 01/11/06 11/14/05 Annual 1.6 M Elect Director Jeffrey A. Rein For For Walgreen Co. WAG 931422109 01/11/06 11/14/05 Annual 1.7 M Elect Director David Y. Schwartz For For Walgreen Co. WAG 931422109 01/11/06 11/14/05 Annual 1.8 M Elect Director John B. Schwemm For For Walgreen Co. WAG 931422109 01/11/06 11/14/05 Annual 1.9 M Elect Director James A. Skinner For For Walgreen Elect Director Marilou M. von Co. WAG 931422109 01/11/06 11/14/05 Annual 1.10 M Ferstel For For Walgreen Elect Director Charles R. Co. WAG 931422109 01/11/06 11/14/05 Annual 1.11 M Walgreen, III For For Walgreen Co. WAG 931422109 01/11/06 11/14/05 Annual 2 M Ratify Auditors For For Walgreen Co. WAG 931422109 01/11/06 11/14/05 Annual 3 M Amend Stock Option Plan For For Family Dollar Stores, Inc. FDO 307000109 01/19/06 11/22/05 Annual 1.1 M Elect Director Mark R. Bernstein For For Family Dollar Stores, Elect Director Sharon Allred Inc. FDO 307000109 01/19/06 11/22/05 Annual 1.2 M Decker For For Family Dollar Stores, Inc. FDO 307000109 01/19/06 11/22/05 Annual 1.3 M Elect Director Edward C. Dolby For For Family Dollar Stores, Inc. FDO 307000109 01/19/06 11/22/05 Annual 1.4 M Elect Director Glenn A. Eisenberg For For Family Dollar Stores, Inc. FDO 307000109 01/19/06 11/22/05 Annual 1.5 M Elect Director Howard R. Levine For For Family Dollar Stores, Elect Director George R. Mahoney, Inc. FDO 307000109 01/19/06 11/22/05 Annual 1.6 M Jr. For For Family Dollar Stores, Inc. FDO 307000109 01/19/06 11/22/05 Annual 1.7 M Elect Director James G. Martin For For Family Dollar Stores, Inc. FDO 307000109 01/19/06 11/22/05 Annual 2 M Approve Omnibus Stock Plan For For Family Dollar Stores, Inc. FDO 307000109 01/19/06 11/22/05 Annual 3 M Ratify Auditors For For Solectron Corp. SLR 834182107 01/12/06 11/18/05 Annual 1.1 M Elect Director William A. Hasler For Withhol Solectron Corp. SLR 834182107 01/12/06 11/18/05 Annual 1.2 M Elect Director Michael R. Cannon For For Solectron Corp. SLR 834182107 01/12/06 11/18/05 Annual 1.3 M Elect Director Richard A. D'Amore For For Solectron Corp. SLR 834182107 01/12/06 11/18/05 Annual 1.4 M Elect Director H. Paulett Eberhart For For Solectron Corp. SLR 834182107 01/12/06 11/18/05 Annual 1.5 M Elect Director Heinz Fridrich For For Solectron Corp. SLR 834182107 01/12/06 11/18/05 Annual 1.6 M Elect Director William R. Graber For For Solectron Corp. SLR 834182107 01/12/06 11/18/05 Annual 1.7 M Elect Director Dr. Paul R. Low For For Solectron Corp. SLR 834182107 01/12/06 11/18/05 Annual 1.8 M Elect Director C. Wesley M. Scott For For Solectron Corp. SLR 834182107 01/12/06 11/18/05 Annual 1.9 M Elect Director Cyril Yansouni For For Solectron Corp. SLR 834182107 01/12/06 11/18/05 Annual 2 M Approve Reverse Stock Split For For Solectron Corp. SLR 834182107 01/12/06 11/18/05 Annual 3 M Ratify Auditors For For Air Products & Chemicals, Inc. APD 009158106 01/26/06 11/30/05 Annual 1.1 M Elect Director Mario L. Baeza For For Air Products & Chemicals, Elect Director Edward E. Inc. APD 009158106 01/26/06 11/30/05 Annual 1.2 M Hagenlocker For For Air Products & Chemicals, Inc. APD 009158106 01/26/06 11/30/05 Annual 1.3 M Elect Director Terrence Murray For For Air Products & Chemicals, Inc. APD 009158106 01/26/06 11/30/05 Annual 1.4 M Elect Director Charles H. Noski For For Air Products & Chemicals, Inc. APD 009158106 01/26/06 11/30/05 Annual 2 M Ratify Auditors For For Air Products & Chemicals, Inc. APD 009158106 01/26/06 11/30/05 Annual 3 M Amend Omnibus Stock Plan For For Air Products & Approve Executive Incentive Bonus Chemicals, Inc. APD 009158106 01/26/06 11/30/05 Annual 4 M Plan For For Monsanto Co. MON 61166W101 01/17/06 11/18/05 Annual 1.1 M Elect Director Hugh Grant For For Monsanto Co. MON 61166W101 01/17/06 11/18/05 Annual 1.2 M Elect Director C. Steven McMillan For For Monsanto Co. MON 61166W101 01/17/06 11/18/05 Annual 1.3 M Elect Director Robert J. Stevens For For Monsanto Co. MON 61166W101 01/17/06 11/18/05 Annual 2 M Ratify Auditors For For Amend Executive Incentive Bonus Monsanto Co. MON 61166W101 01/17/06 11/18/05 Annual 3 M Plan For For Monsanto Co. MON 61166W101 01/17/06 11/18/05 Annual 4 S Report on Political Contributions AgainstAgainst Separate Chairman and CEO Monsanto Co. MON 61166W101 01/17/06 11/18/05 Annual 5 S Positions AgainstAgainst Rockwell Automation Inc ROK 773903109 02/01/06 12/05/05 Annual 1.1 M Elect Director Betty C. Alewine For For Rockwell Automation Inc ROK 773903109 02/01/06 12/05/05 Annual 1.2 M Elect Director Verne G. Istock For For Rockwell Automation Inc ROK 773903109 02/01/06 12/05/05 Annual 1.3 M Elect Director David B. Speer For For Rockwell Automation Inc ROK 773903109 02/01/06 12/05/05 Annual 2 M Ratify Auditors For For Rockwell Collins, Inc. COL 774341101 02/07/06 12/09/05 Annual 1.1 M Elect Director A.J. Carbone For For Rockwell Collins, Inc. COL 774341101 02/07/06 12/09/05 Annual 1.2 M Elect Director C.M. Jones For For Rockwell Collins, Inc. COL 774341101 02/07/06 12/09/05 Annual 1.3 M Elect Director C.L. Shavers For For Rockwell Collins, Inc. COL 774341101 02/07/06 12/09/05 Annual 2 M Ratify Auditors For For Rockwell Collins, Inc. COL 774341101 02/07/06 12/09/05 Annual 3 M Approve Omnibus Stock Plan For For Approve Executive Incentive Bonus Rockwell Collins, Inc. COL 774341101 02/07/06 12/09/05 Annual 4 M Plan For For Jabil Circuit, Elect Director Laurence S. Inc. JBL 466313103 01/19/06 11/28/05 Annual 1.1 M Grafstein For For Jabil Circuit, Inc. JBL 466313103 01/19/06 11/28/05 Annual 1.2 M Elect Director Mel S. Lavitt For For Jabil Circuit, Inc. JBL 466313103 01/19/06 11/28/05 Annual 1.3 M Elect Director Timothy L. Main For For Jabil Circuit, Inc. JBL 466313103 01/19/06 11/28/05 Annual 1.4 M Elect Director William D. Morean For For Jabil Circuit, Inc. JBL 466313103 01/19/06 11/28/05 Annual 1.5 M Elect Director Lawrence J. Murphy For For Jabil Circuit, Inc. JBL 466313103 01/19/06 11/28/05 Annual 1.6 M Elect Director Frank A. Newman For For Jabil Circuit, Inc. JBL 466313103 01/19/06 11/28/05 Annual 1.7 M Elect Director Steven A. Raymund For For Jabil Circuit, Inc. JBL 466313103 01/19/06 11/28/05 Annual 1.8 M Elect Director Thomas A. Sansone For For Jabil Circuit, Elect Director Kathleen A. Inc. JBL 466313103 01/19/06 11/28/05 Annual 1.9 M Walters For For Jabil Circuit, Inc. JBL 466313103 01/19/06 11/28/05 Annual 2 M Amend Omnibus Stock Plan For For Jabil Circuit, Approve Executive Incentive Bonus Inc. JBL 466313103 01/19/06 11/28/05 Annual 3 M Plan For For Jabil Circuit, Amend Qualified Employee Stock Inc. JBL 466313103 01/19/06 11/28/05 Annual 4 M Purchase Plan For For Jabil Circuit, Inc. JBL 466313103 01/19/06 11/28/05 Annual 5 M Ratify Auditors For For Jabil Circuit, Inc. JBL 466313103 01/19/06 11/28/05 Annual 6 M Other Business For Against Starbucks Corp. SBUX 855244109 02/08/06 12/01/05 Annual 1.1 M Elect Director Howard P. Behar For For Elect Director James G. Shennan, Starbucks Corp. SBUX 855244109 02/08/06 12/01/05 Annual 1.2 M Jr For For Elect Director Myron E. Ullman, Starbucks Corp. SBUX 855244109 02/08/06 12/01/05 Annual 1.3 M III For For Starbucks Corp. SBUX 855244109 02/08/06 12/01/05 Annual 1.4 M Elect Director Craig E. Weatherup For For Starbucks Corp. SBUX 855244109 02/08/06 12/01/05 Annual 1.5 M Elect Director James L. Donald For For Starbucks Corp. SBUX 855244109 02/08/06 12/01/05 Annual 1.6 M Elect Director Javier G. Teruel For For Starbucks Corp. SBUX 855244109 02/08/06 12/01/05 Annual 2 M Ratify Auditors For For Starbucks Corp. SBUX 855244109 02/08/06 12/01/05 Annual 3 M Declassify the Board of Directors For For Emerson Electric Co. EMR 291011104 02/07/06 11/29/05 Annual 1.1 M Elect Director A. A. Busch,III For For Emerson Electric Co. EMR 291011104 02/07/06 11/29/05 Annual 1.2 M Elect Director A. F. Golden For Withhol Emerson Electric Co. EMR 291011104 02/07/06 11/29/05 Annual 1.3 M Elect Director V. R. Loucks, Jr For For Emerson Electric Co. EMR 291011104 02/07/06 11/29/05 Annual 1.4 M Elect Director J. B. Menzer For For Emerson Electric Co. EMR 291011104 02/07/06 11/29/05 Annual 2 M Approve Omnibus Stock Plan For For Emerson Electric Co. EMR 291011104 02/07/06 11/29/05 Annual 3 M Ratify Auditors For For Submit Severance Agreement Emerson Electric (Change-in-Control) to Co. EMR 291011104 02/07/06 11/29/05 Annual 4 S Shareholder Vote AgainstFor Costco Wholesale Corporation COST 22160K105 01/25/06 12/02/05 Annual 1.1 M Elect Director James D. Sinegal For For Costco Wholesale Corporation COST 22160K105 01/25/06 12/02/05 Annual 1.2 M Elect Director Jeffrey H. Brotman For For Costco Wholesale Corporation COST 22160K105 01/25/06 12/02/05 Annual 1.3 M Elect Director Richard A. Galanti For For Costco Wholesale Corporation COST 22160K105 01/25/06 12/02/05 Annual 1.4 M Elect Director Daniel J. Evans For For Costco Wholesale Corporation COST 22160K105 01/25/06 12/02/05 Annual 2 M Amend Omnibus Stock Plan For For Costco Wholesale Corporation COST 22160K105 01/25/06 12/02/05 Annual 3 S Declassify the Board of Directors AgainstAgainst Costco Wholesale Corporation COST 22160K105 01/25/06 12/02/05 Annual 4 S Adopt Vendor Standards AgainstAgainst Costco Wholesale Corporation COST 22160K105 01/25/06 12/02/05 Annual 5 M Ratify Auditors For For Becton, Dickinson and Company BDX 075887109 01/31/06 12/07/05 Annual 1.1 M Elect Director Edward J. Ludwig For For Becton, Dickinson and Elect Director Willard J. Company BDX 075887109 01/31/06 12/07/05 Annual 1.2 M Overlock, Jr. For For Becton, Dickinson and Company BDX 075887109 01/31/06 12/07/05 Annual 1.3 M Elect Director Bertram L. Scott For For Becton, Dickinson and Company BDX 075887109 01/31/06 12/07/05 Annual 2 M Ratify Auditors For For Becton, Dickinson and Company BDX 075887109 01/31/06 12/07/05 Annual 3 S Report on Toxic Chemicals AgainstAgainst Becton, Dickinson and Company BDX 075887109 01/31/06 12/07/05 Annual 4 S Provide for Cumulative Voting AgainstAgainst Avaya Inc AV 053499109 02/10/06 12/16/05 Annual 1.1 M Elect Director Bruce R. Bond For For Avaya Inc AV 053499109 02/10/06 12/16/05 Annual 1.2 M Elect Director Ronald L. Zarrella For For Avaya Inc AV 053499109 02/10/06 12/16/05 Annual 2 M Ratify Auditors For For Franklin Resources, Inc. BEN 354613101 01/26/06 11/30/05 Annual 1.1 M Elect Director Samuel H. Armacost For For Franklin Resources, Inc. BEN 354613101 01/26/06 11/30/05 Annual 1.2 M Elect Director Harmon E. Burns For For Franklin Resources, Inc. BEN 354613101 01/26/06 11/30/05 Annual 1.3 M Elect Director Charles Crocker For For Franklin Resources, Inc. BEN 354613101 01/26/06 11/30/05 Annual 1.4 M Elect Director Joseph R. Hardiman For For Franklin Resources, Inc. BEN 354613101 01/26/06 11/30/05 Annual 1.5 M Elect Director Robert D. Joffe For For Franklin Resources, Inc. BEN 354613101 01/26/06 11/30/05 Annual 1.6 M Elect Director Charles B. Johnson For For Franklin Resources, Elect Director Rupert H. Johnson, Inc. BEN 354613101 01/26/06 11/30/05 Annual 1.7 M Jr. For For Franklin Resources, Inc. BEN 354613101 01/26/06 11/30/05 Annual 1.8 M Elect Director Thomas H. Kean For For Franklin Resources, Inc. BEN 354613101 01/26/06 11/30/05 Annual 1.9 M Elect Director Chutta Ratnathicam For For Franklin Resources, Inc. BEN 354613101 01/26/06 11/30/05 Annual 1.10 M Elect Director Peter M. Sacerdote For For Franklin Resources, Inc. BEN 354613101 01/26/06 11/30/05 Annual 1.11 M Elect Director Laura Stein For For Franklin Resources, Inc. BEN 354613101 01/26/06 11/30/05 Annual 1.12 M Elect Director Anne M. Tatlock For For Franklin Resources, Inc. BEN 354613101 01/26/06 11/30/05 Annual 1.13 M Elect Director Louis E. Woodworth For For Franklin Resources, Inc. BEN 354613101 01/26/06 11/30/05 Annual 2 M Ratify Auditors For For Lucent Technologies Inc. LU 549463107 02/15/06 12/19/05 Annual 1.1 M Elect Director Linnet F. Deily For For Lucent Technologies Inc. LU 549463107 02/15/06 12/19/05 Annual 1.2 M Elect Director Robert E. Denham For For Lucent Technologies Inc. LU 549463107 02/15/06 12/19/05 Annual 1.3 M Elect Director Daniel S. Goldin For For Lucent Technologies Elect Director Edward E. Inc. LU 549463107 02/15/06 12/19/05 Annual 1.4 M Hagenlocker For For Lucent Technologies Inc. LU 549463107 02/15/06 12/19/05 Annual 1.5 M Elect Director Karl J. Krapek For For Lucent Technologies Inc. LU 549463107 02/15/06 12/19/05 Annual 1.6 M Elect Director Richard C. Levin For For Lucent Technologies Inc. LU 549463107 02/15/06 12/19/05 Annual 1.7 M Elect Director Patricia F. Russo For For Lucent Technologies Inc. LU 549463107 02/15/06 12/19/05 Annual 1.8 M Elect Director Henry B. Schacht For For Lucent Technologies Inc. LU 549463107 02/15/06 12/19/05 Annual 1.9 M Elect Director Franklin A. Thomas For For Lucent Technologies Inc. LU 549463107 02/15/06 12/19/05 Annual 1.10 M Elect Director Ronald A. Williams For For Lucent Technologies Inc. LU 549463107 02/15/06 12/19/05 Annual 2 M Ratify Auditors For For Lucent Technologies Inc. LU 549463107 02/15/06 12/19/05 Annual 3 M Approve Reverse Stock Split For For Lucent Technologies Inc. LU 549463107 02/15/06 12/19/05 Annual 4 S Publish Political Contributions AgainstAgainst Lucent Technologies Inc. LU 549463107 02/15/06 12/19/05 Annual 5 S Restoration of Retiree Benefits AgainstAgainst Lucent Technologies Inc. LU 549463107 02/15/06 12/19/05 Annual 6 S Performance- Based/Indexed Options AgainstFor Exclude Pension Credit from Lucent Technologies Calculation of Incentive Inc. LU 549463107 02/15/06 12/19/05 Annual 7 S Compensation AgainstFor Scientific-Atlanta, Inc. 808655104 02/02/06 12/30/05 Special 1 M Approve Merger Agreement For For Scientific-Atlanta, Inc. 808655104 02/02/06 12/30/05 Special 2 M Adjourn Meeting For For BJ Services Company BJS 055482103 01/31/06 12/06/05 Annual 1.1 M Elect Director John R. Huff For For BJ Services Company BJS 055482103 01/31/06 12/06/05 Annual 1.2 M Elect Director Michael E. Patrick For For BJ Services Company BJS 055482103 01/31/06 12/06/05 Annual 2 M Increase Authorized Common Stock For Against BJ Services Company BJS 055482103 01/31/06 12/06/05 Annual 3 M Adjourn Meeting For Against Siebel Systems, Inc. 826170102 01/31/06 12/15/05 Special 1 M Approve Merger Agreement For For Siebel Systems, Inc. 826170102 01/31/06 12/15/05 Special 2 M Adjourn Meeting For For Deere & Co. DE 244199105 02/22/06 12/31/05 Annual 1.1 M Elect Director Crandall C. Bowles For For Deere & Co. DE 244199105 02/22/06 12/31/05 Annual 1.2 M Elect Director Vance D. Coffman For For Deere & Co. DE 244199105 02/22/06 12/31/05 Annual 1.3 M Elect Director Arthur L. Kelly For For Deere & Co. DE 244199105 02/22/06 12/31/05 Annual 1.4 M Elect Director Thomas H. Patrick For For Deere & Co. DE 244199105 02/22/06 12/31/05 Annual 2 M Amend Omnibus Stock Plan For For Deere & Co. DE 244199105 02/22/06 12/31/05 Annual 3 M Ratify Auditors For For AmerisourceBergen Corp ABC 03073E105 02/09/06 12/29/05 Annual 1.1 M Elect Director Richard C. Gozon For For AmerisourceBergen Corp ABC 03073E105 02/09/06 12/29/05 Annual 1.2 M Elect Director J. Lawrence Wilson For For AmerisourceBergen Corp ABC 03073E105 02/09/06 12/29/05 Annual 2 M Increase Authorized Common Stock For For AmerisourceBergen Corp ABC 03073E105 02/09/06 12/29/05 Annual 3 M Amend Omnibus Stock Plan For For AmerisourceBergen Corp ABC 03073E105 02/09/06 12/29/05 Annual 4 M Ratify Auditors For For The Walt Disney Company DIS 254687106 03/10/06 01/09/06 Annual 1.1 M Elect Director John E. Bryson For For The Walt Disney Company DIS 254687106 03/10/06 01/09/06 Annual 1.2 M Elect Director John S. Chen For For The Walt Disney Company DIS 254687106 03/10/06 01/09/06 Annual 1.3 M Elect Director Judith L. Estrin For For The Walt Disney Company DIS 254687106 03/10/06 01/09/06 Annual 1.4 M Elect Director Robert A. Iger For For The Walt Disney Company DIS 254687106 03/10/06 01/09/06 Annual 1.5 M Elect Director Fred H. Langhammer For For The Walt Disney Company DIS 254687106 03/10/06 01/09/06 Annual 1.6 M Elect Director Aylin B. Lewis For For The Walt Disney Company DIS 254687106 03/10/06 01/09/06 Annual 1.7 M Elect Director Monica C. Lozano For For Elect Director Robert W. The Walt Disney Company DIS 254687106 03/10/06 01/09/06 Annual 1.8 M Matschullat For For The Walt Disney Company DIS 254687106 03/10/06 01/09/06 Annual 1.9 M Elect Director George J. Mitchell For For Elect Director Leo J. O' Donovan, The Walt Disney Company DIS 254687106 03/10/06 01/09/06 Annual 1.10 M S.J. For For The Walt Disney Company DIS 254687106 03/10/06 01/09/06 Annual 1.11 M Elect Director John E. Pepper, Jr. For For The Walt Disney Company DIS 254687106 03/10/06 01/09/06 Annual 1.12 M Elect Director Orin C. Smith For For The Walt Disney Company DIS 254687106 03/10/06 01/09/06 Annual 1.13 M Elect Director Gary L. Wilson For For The Walt Disney Company DIS 254687106 03/10/06 01/09/06 Annual 2 M Ratify Auditors For For Company-Specific -- Shareholder The Walt Disney Company DIS 254687106 03/10/06 01/09/06 Annual 3 S Miscellaneous AgainstAgainst Report on Vendor Standards in The Walt Disney Company DIS 254687106 03/10/06 01/09/06 Annual 4 S China AgainstAgainst QUALCOMM Inc. QCOM 747525103 03/07/06 01/06/06 Annual 1.1 M Elect Director Richard C. Atkinson For For QUALCOMM Inc. QCOM 747525103 03/07/06 01/06/06 Annual 1.2 M Elect Director Diana Lady Dougan For For QUALCOMM Inc. QCOM 747525103 03/07/06 01/06/06 Annual 1.3 M Elect Director Peter M. Sacerdote For For QUALCOMM Inc. QCOM 747525103 03/07/06 01/06/06 Annual 1.4 M Elect Director Marc I. Stern For For Declassify the Board and QUALCOMM Inc. QCOM 747525103 03/07/06 01/06/06 Annual 2 M Eliminate Cumulative Voting For For QUALCOMM Inc. QCOM 747525103 03/07/06 01/06/06 Annual 3 M Amend Omnibus Stock Plan For For QUALCOMM Inc. QCOM 747525103 03/07/06 01/06/06 Annual 4 M Ratify Auditors For For QUALCOMM Inc. QCOM 747525103 03/07/06 01/06/06 Annual 5 M Adjourn Meeting For Against International Game Technology IGT 459902102 03/07/06 01/09/06 Annual 1.1 M Elect Director Neil Barsky For For International Game Technology IGT 459902102 03/07/06 01/09/06 Annual 1.2 M Elect Director Robert A. Bittman For For International Game Technology IGT 459902102 03/07/06 01/09/06 Annual 1.3 M Elect Director Richard R. Burt For For International Game Technology IGT 459902102 03/07/06 01/09/06 Annual 1.4 M Elect Director Leslie S. Heisz For For International Game Technology IGT 459902102 03/07/06 01/09/06 Annual 1.5 M Elect Director Robert A. Mathewson For For International Game Technology IGT 459902102 03/07/06 01/09/06 Annual 1.6 M Elect Director Thomas J. Matthews For For International Game Technology IGT 459902102 03/07/06 01/09/06 Annual 1.7 M Elect Director Robert Miller For For International Game Elect Director Frederick B. Technology IGT 459902102 03/07/06 01/09/06 Annual 1.8 M Rentschler For For International Game Technology IGT 459902102 03/07/06 01/09/06 Annual 2 M Amend Omnibus Stock Plan For For International Game Amend Qualified Employee Stock Technology IGT 459902102 03/07/06 01/09/06 Annual 3 M Purchase Plan For For International Game Technology IGT 459902102 03/07/06 01/09/06 Annual 4 M Ratify Auditors For For Agilent Technologies Inc. A 00846U101 03/01/06 01/03/06 Annual 1.1 M Elect Director William P. Sullivan For For Agilent Technologies Inc. A 00846U101 03/01/06 01/03/06 Annual 1.2 M Elect Director Robert J. Herbold For For Agilent Technologies Inc. A 00846U101 03/01/06 01/03/06 Annual 1.3 M Elect Director Koh Boon Hwee For For Agilent Technologies Inc. A 00846U101 03/01/06 01/03/06 Annual 2 M Ratify Auditors For For Agilent Technologies Approve Executive Incentive Bonus Inc. A 00846U101 03/01/06 01/03/06 Annual 3 M Plan For For Health Management Associates, Inc. HMA 421933102 02/21/06 12/23/05 Annual 1.1 M Elect Director William J. Schoen For For Health Management Associates, Inc. HMA 421933102 02/21/06 12/23/05 Annual 1.2 M Elect Director Joseph V. Vumbacco For For Health Management Associates, Inc. HMA 421933102 02/21/06 12/23/05 Annual 1.3 M Elect Director Kent P.Dauten For For Health Management Associates, Inc. HMA 421933102 02/21/06 12/23/05 Annual 1.4 M Elect Director Donald E. Kiernan For For Health Management Associates, Inc. HMA 421933102 02/21/06 12/23/05 Annual 1.5 M Elect Director Robert A. Knox For For Health Management Elect Director William E. Associates, Inc. HMA 421933102 02/21/06 12/23/05 Annual 1.6 M Mayberry, M.D. For For Health Management Associates, Inc. HMA 421933102 02/21/06 12/23/05 Annual 1.7 M Elect Director Vicki A. O'Meara For For Health Management Elect Director William C. Steere, Associates, Inc. HMA 421933102 02/21/06 12/23/05 Annual 1.8 M Jr. For For Health Management Elect Director Randolph W. Associates, Inc. HMA 421933102 02/21/06 12/23/05 Annual 1.9 M Westerfield, Ph.D. For For Health Management Approve Non-Employee Director Associates, Inc. HMA 421933102 02/21/06 12/23/05 Annual 2 M Restricted Stock Plan For For Health Management Associates, Inc. HMA 421933102 02/21/06 12/23/05 Annual 3 M Ratify Auditors For For Hewlett-Packard Co. HPQ 428236103 03/15/06 01/17/06 Annual 1.1 M Elect Director P.C. Dunn For For Hewlett-Packard Co. HPQ 428236103 03/15/06 01/17/06 Annual 1.2 M Elect Director L.T. Babbio, Jr. For For Hewlett-Packard Co. HPQ 428236103 03/15/06 01/17/06 Annual 1.3 M Elect Director S.M. Baldauf For For Hewlett-Packard Co. HPQ 428236103 03/15/06 01/17/06 Annual 1.4 M Elect Director R.A. Hackborn For For Hewlett-Packard Co. HPQ 428236103 03/15/06 01/17/06 Annual 1.5 M Elect Director J.H. Hammergren For For Hewlett-Packard Co. HPQ 428236103 03/15/06 01/17/06 Annual 1.6 M Elect Director M.V. Hurd For For Hewlett-Packard Co. HPQ 428236103 03/15/06 01/17/06 Annual 1.7 M Elect Director G.A. Keyworth Ii For For Hewlett-Packard Co. HPQ 428236103 03/15/06 01/17/06 Annual 1.8 M Elect Director T.J. Perkins For For Hewlett-Packard Co. HPQ 428236103 03/15/06 01/17/06 Annual 1.9 M Elect Director R.L. Ryan For For Hewlett-Packard Co. HPQ 428236103 03/15/06 01/17/06 Annual 1.10 M Elect Director L.S. Salhany For For Hewlett-Packard Co. HPQ 428236103 03/15/06 01/17/06 Annual 1.11 M Elect Director R.P. Wayman For For Hewlett-Packard Co. HPQ 428236103 03/15/06 01/17/06 Annual 2 M Ratify Auditors For For Approve Executive Incentive Bonus Hewlett-Packard Co. HPQ 428236103 03/15/06 01/17/06 Annual 3 M Plan For For Require a Majority Vote for the Hewlett-Packard Co. HPQ 428236103 03/15/06 01/17/06 Annual 4 S Election of Directors AgainstAgainst Claw-Back of Payments under Hewlett-Packard Co. HPQ 428236103 03/15/06 01/17/06 Annual 5 S Restatement AgainstAgainst Mobile Telesystems OJSC 607409109 03/28/06 01/24/06 Special 1 M Approve EGM Procedures For For Shareholder Proposal: Approve Early Termination of Powers of Mobile Telesystems OJSC 607409109 03/28/06 01/24/06 Special 2 S Board of Directors For For Shareholder Proposal: Elect Mobile Telesystems OJSC 607409109 03/28/06 01/24/06 Special 3.1 S Alexey Buyanov as Director For Withhol Shareholder Proposal: Elect Mobile Telesystems OJSC 607409109 03/28/06 01/24/06 Special 3.2 S Alexandr Gorbunov as Director For Withhol Shareholder Proposal: Elect Mobile Telesystems OJSC 607409109 03/28/06 01/24/06 Special 3.3 S Vladimir Lagutin as Director For Withhol Shareholder Proposal: Elect Peter Mobile Telesystems OJSC 607409109 03/28/06 01/24/06 Special 3.4 S Middleton as Director For For Shareholder Proposal: Elect Mobile Telesystems OJSC 607409109 03/28/06 01/24/06 Special 3.5 S Helmut Reuschenbach as Director For For Shareholder Proposal: Elect Mobile Telesystems OJSC 607409109 03/28/06 01/24/06 Special 3.6 S Vasily Sidorov as Director For Withhol Shareholder Proposal: Elect Mobile Telesystems OJSC 607409109 03/28/06 01/24/06 Special 3.7 S Sergey Schebetov as Director For Withhol SET THE MAXIMUM NUMBER OF Tyco International Ltd. TYC 902124106 03/09/06 01/09/06 Annual 1 M DIRECTORS AT 12 For For Tyco International Ltd. TYC 902124106 03/09/06 01/09/06 Annual 2.1 M Elect Director Dennis C. Blair For For Tyco International Ltd. TYC 902124106 03/09/06 01/09/06 Annual 2.2 M Elect Director Edward D. Breen For For Tyco International Ltd. TYC 902124106 03/09/06 01/09/06 Annual 2.3 M Elect Director Brian Duperreault For For Tyco International Ltd. TYC 902124106 03/09/06 01/09/06 Annual 2.4 M Elect Director Bruce S. Gordon For For Tyco International Ltd. TYC 902124106 03/09/06 01/09/06 Annual 2.5 M Elect Director Rajiv L. Gupta For For Tyco International Ltd. TYC 902124106 03/09/06 01/09/06 Annual 2.6 M Elect Director John A. Krol For For Tyco International Ltd. TYC 902124106 03/09/06 01/09/06 Annual 2.7 M Elect Director Mackey J. Mcdonald For Withhol Tyco International Ltd. TYC 902124106 03/09/06 01/09/06 Annual 2.8 M Elect Director H. Carl Mccall For For Tyco International Ltd. TYC 902124106 03/09/06 01/09/06 Annual 2.9 M Elect Director Brendan R. O'Neill For For Tyco International Ltd. TYC 902124106 03/09/06 01/09/06 Annual 2.10 M Elect Director Sandra S. Wijnberg For For Tyco International Ltd. TYC 902124106 03/09/06 01/09/06 Annual 2.11 M Elect Director Jerome B. York For For AUTHORIZATION FOR THE BOARD OF DIRECTORS TO APPOINT AN ADDITIONAL DIRECTOR TO FILL THE VACANCY PROPOSED TO BE CREATED ON Tyco International Ltd. TYC 902124106 03/09/06 01/09/06 Annual 3 M THE BOARD For For Tyco International Ltd. TYC 902124106 03/09/06 01/09/06 Annual 4 M Ratify Auditors For For Sanmina-SCI Corp. SANM 800907107 02/27/06 01/11/06 Annual 1.1 M Elect Director Neil R. Bonke For For Sanmina-SCI Corp. SANM 800907107 02/27/06 01/11/06 Annual 1.2 M Elect Director Alain Couder For For Sanmina-SCI Corp. SANM 800907107 02/27/06 01/11/06 Annual 1.3 M Elect Director Mario M. Rosati For For Sanmina-SCI Corp. SANM 800907107 02/27/06 01/11/06 Annual 1.4 M Elect Director A. Eugene Sapp, Jr. For For Sanmina-SCI Corp. SANM 800907107 02/27/06 01/11/06 Annual 1.5 M Elect Director Wayne Shortridge For For Sanmina-SCI Corp. SANM 800907107 02/27/06 01/11/06 Annual 1.6 M Elect Director Peter J. Simone For For Sanmina-SCI Corp. SANM 800907107 02/27/06 01/11/06 Annual 1.7 M Elect Director Jure Sola For For Sanmina-SCI Corp. SANM 800907107 02/27/06 01/11/06 Annual 1.8 M Elect Director Jacquelyn M. Ward For For Amend Qualified Employee Stock Sanmina-SCI Corp. SANM 800907107 02/27/06 01/11/06 Annual 2 M Purchase Plan For For Sanmina-SCI Corp. SANM 800907107 02/27/06 01/11/06 Annual 3 M Ratify Auditors For For Duke Energy Corp. DUK 264399106 03/10/06 01/17/06 Special 1 M Approve Merger Agreement For For Cinergy Corp. 172474108 03/10/06 01/17/06 Special 1 M Approve Merger Agreement For For Manulife Financial Corporation MFC. 56501R106 05/04/06 03/15/06 Annual 1.1 M Elect Director John M. Cassaday For For Manulife Financial Corporation MFC. 56501R106 05/04/06 03/15/06 Annual 1.2 M Elect Director Lino J. Celeste For For Manulife Financial Elect Director Gail C.A. Corporation MFC. 56501R106 05/04/06 03/15/06 Annual 1.3 M Cook-Bennett For For Manulife Financial Elect Director Dominic Corporation MFC. 56501R106 05/04/06 03/15/06 Annual 1.4 M D'Alessandro For For Manulife Financial Corporation MFC. 56501R106 05/04/06 03/15/06 Annual 1.5 M Elect Director Thomas P. d'Aquino For For Manulife Financial Corporation MFC. 56501R106 05/04/06 03/15/06 Annual 1.6 M Elect Director Richard B. DeWolfe For For Manulife Financial Elect Director Robert E. Dineen, Corporation MFC. 56501R106 05/04/06 03/15/06 Annual 1.7 M Jr. For For Manulife Financial Corporation MFC. 56501R106 05/04/06 03/15/06 Annual 1.8 M Elect Director Pierre Y. Ducros For For Manulife Financial Corporation MFC. 56501R106 05/04/06 03/15/06 Annual 1.9 M Elect Director Allister P. Graham For For Manulife Financial Corporation MFC. 56501R106 05/04/06 03/15/06 Annual 1.10 M Elect Director Thomas E. Kierans For For Manulife Financial Corporation MFC. 56501R106 05/04/06 03/15/06 Annual 1.11 M Elect Director Lorna R. Marsden For For Manulife Financial Corporation MFC. 56501R106 05/04/06 03/15/06 Annual 1.12 M Elect Director Arthur R. Sawchuk For For Manulife Financial Corporation MFC. 56501R106 05/04/06 03/15/06 Annual 1.13 M Elect Director Hugh W. Sloan, Jr. For For Manulife Financial Corporation MFC. 56501R106 05/04/06 03/15/06 Annual 1.14 M Elect Director Gordon G. Thiessen For For Manulife Financial Ratify Ernst & Young LLP as Corporation MFC. 56501R106 05/04/06 03/15/06 Annual 2 M Auditors For For Analog Devices, Inc. ADI 032654105 03/14/06 01/13/06 Annual 1.1 M Elect Director James A. Champy For Withhol Elect Director Kenton J. Analog Devices, Inc. ADI 032654105 03/14/06 01/13/06 Annual 1.2 M Sicchitano For For Analog Devices, Inc. ADI 032654105 03/14/06 01/13/06 Annual 1.3 M Elect Director Lester C. Thurow For For Analog Devices, Inc. ADI 032654105 03/14/06 01/13/06 Annual 2 M Approve Omnibus Stock Plan For For Analog Devices, Inc. ADI 032654105 03/14/06 01/13/06 Annual 3 M Ratify Auditors For For Require a Majority Vote for the Analog Devices, Inc. ADI 032654105 03/14/06 01/13/06 Annual 4 S Election of Directors AgainstAgainst Issue Shares in Connection with Lincoln National Corp. LNC 534187109 03/20/06 02/03/06 Special 1 M an Acquisition For For Lincoln National Corp. LNC 534187109 03/20/06 02/03/06 Special 2 M Adjourn Meeting For For Jefferson-Pilot Corp. 475070108 03/20/06 02/03/06 Special 1 M Approve Merger Agreement For For Jefferson-Pilot Corp. 475070108 03/20/06 02/03/06 Special 2 M Adjourn Meeting For For Wm. Wrigley Jr. Co. WWY 982526105 04/04/06 02/06/06 Annual 1.1 M Elect Director John F. Bard For For Wm. Wrigley Jr. Co. WWY 982526105 04/04/06 02/06/06 Annual 1.2 M Elect Director Howard B. Bernick For For Wm. Wrigley Jr. Co. WWY 982526105 04/04/06 02/06/06 Annual 1.3 M Elect Director Melinda R. Rich For For Wm. Wrigley Jr. Co. WWY 982526105 04/04/06 02/06/06 Annual 2 M Approve Omnibus Stock Plan For For Authorize a New Class of Common Wm. Wrigley Jr. Co. WWY 982526105 04/04/06 02/06/06 Annual 3 M Stock For Against Company Specific/Increase the Class B Common Stock Automatic Wm. Wrigley Jr. Co. WWY 982526105 04/04/06 02/06/06 Annual 4 M Conversion For Against Company Specific/Automatic Wm. Wrigley Jr. Co. WWY 982526105 04/04/06 02/06/06 Annual 5 M Conversion of Class B Common Stock For Against Wm. Wrigley Jr. Co. WWY 982526105 04/04/06 02/06/06 Annual 6 M Ratify Auditors For For Alcoa Inc. AA 013817101 04/21/06 01/23/06 Annual 1.1 M Elect Director Kathryn S. Fuller For For Alcoa Inc. AA 013817101 04/21/06 01/23/06 Annual 1.2 M Elect Director Judith M. Gueron For For Alcoa Inc. AA 013817101 04/21/06 01/23/06 Annual 1.3 M Elect Director Ernesto Zedillo For For Alcoa Inc. AA 013817101 04/21/06 01/23/06 Annual 2 M Ratify Auditors For For Applied Materials, Inc. AMAT 038222105 03/22/06 01/27/06 Annual 1.1 M Elect Director Michael H. Armacost For For Applied Materials, Inc. AMAT 038222105 03/22/06 01/27/06 Annual 1.2 M Elect Director Deborah A. Coleman For For Applied Materials, Inc. AMAT 038222105 03/22/06 01/27/06 Annual 1.3 M Elect Director Philip V. Gerdine For For Applied Materials, Inc. AMAT 038222105 03/22/06 01/27/06 Annual 1.4 M Elect Director Thomas J. Iannotti For For Applied Materials, Inc. AMAT 038222105 03/22/06 01/27/06 Annual 1.5 M Elect Director Charles Y.S. Liu For For Applied Materials, Inc. AMAT 038222105 03/22/06 01/27/06 Annual 1.6 M Elect Director James C. Morgan For For Applied Materials, Inc. AMAT 038222105 03/22/06 01/27/06 Annual 1.7 M Elect Director Gerhard H. Parker For For Applied Materials, Inc. AMAT 038222105 03/22/06 01/27/06 Annual 1.8 M Elect Director Willem P. Roelandts For For Applied Materials, Inc. AMAT 038222105 03/22/06 01/27/06 Annual 1.9 M Elect Director Michael R. Splinter For For Applied Materials, Inc. AMAT 038222105 03/22/06 01/27/06 Annual 2 M Ratify Auditors For For The Goldman Sachs Group, Inc. GS 38141G104 03/31/06 01/30/06 Annual 1.1 M Elect Director Lloyd C. Blankfein For For The Goldman Sachs Elect Director Lord Browne Group, Inc. GS 38141G104 03/31/06 01/30/06 Annual 1.2 M Ofmadingley For For The Goldman Sachs Group, Inc. GS 38141G104 03/31/06 01/30/06 Annual 1.3 M Elect Director John H. Bryan For For The Goldman Sachs Group, Inc. GS 38141G104 03/31/06 01/30/06 Annual 1.4 M Elect Director Claes Dahlback For For The Goldman Sachs Group, Inc. GS 38141G104 03/31/06 01/30/06 Annual 1.5 M Elect Director Stephen Friedman For For The Goldman Sachs Group, Inc. GS 38141G104 03/31/06 01/30/06 Annual 1.6 M Elect Director William W. George For For The Goldman Sachs Group, Inc. GS 38141G104 03/31/06 01/30/06 Annual 1.7 M Elect Director James A. Johnson For For The Goldman Sachs Group, Inc. GS 38141G104 03/31/06 01/30/06 Annual 1.8 M Elect Director Lois D. Juliber For For The Goldman Sachs Group, Inc. GS 38141G104 03/31/06 01/30/06 Annual 1.9 M Elect Director Edward M. Liddy For For The Goldman Sachs Elect Director Henry M. Paulson, Group, Inc. GS 38141G104 03/31/06 01/30/06 Annual 1.10 M Jr. For For The Goldman Sachs Group, Inc. GS 38141G104 03/31/06 01/30/06 Annual 1.11 M Elect Director Ruth J. Simmons For For The Goldman Sachs Amend Restricted Partner Group, Inc. GS 38141G104 03/31/06 01/30/06 Annual 2 M Compensation Plan For For The Goldman Sachs Group, Inc. GS 38141G104 03/31/06 01/30/06 Annual 3 M Ratify Auditors For For Adobe Systems Inc. ADBE 00724F101 03/28/06 02/13/06 Annual 1.1 M Elect Director Edward W. Barnholt For For Adobe Systems Inc. ADBE 00724F101 03/28/06 02/13/06 Annual 1.2 M Elect Director Michael R. Cannon For For Adobe Systems Inc. ADBE 00724F101 03/28/06 02/13/06 Annual 1.3 M Elect Director Bruce R. Chizen For For Adobe Systems Inc. ADBE 00724F101 03/28/06 02/13/06 Annual 1.4 M Elect Director James E. Daley For For Adobe Systems Inc. ADBE 00724F101 03/28/06 02/13/06 Annual 1.5 M Elect Director Charles M. Geschke For For Adobe Systems Inc. ADBE 00724F101 03/28/06 02/13/06 Annual 1.6 M Elect Director Delbert W. Yocam For For Adobe Systems Inc. ADBE 00724F101 03/28/06 02/13/06 Annual 2 M Amend Omnibus Stock Plan For For Approve Executive Incentive Bonus Adobe Systems Inc. ADBE 00724F101 03/28/06 02/13/06 Annual 3 M Plan For For Adobe Systems Inc. ADBE 00724F101 03/28/06 02/13/06 Annual 4 M Ratify Auditors For For Lehman Brothers Elect Director Thomas H. Holdings Inc. LEH 524908100 04/05/06 02/10/06 Annual 1.1 M Cruikshank For For Lehman Brothers Holdings Inc. LEH 524908100 04/05/06 02/10/06 Annual 1.2 M Elect Director Roland A. Hernandez For For Lehman Brothers Holdings Inc. LEH 524908100 04/05/06 02/10/06 Annual 1.3 M Elect Director Henry Kaufman For For Lehman Brothers Holdings Inc. LEH 524908100 04/05/06 02/10/06 Annual 1.4 M Elect Director John D. Macomber For For Lehman Brothers Holdings Inc. LEH 524908100 04/05/06 02/10/06 Annual 2 M Ratify Auditors For For Lehman Brothers Holdings Inc. LEH 524908100 04/05/06 02/10/06 Annual 3 M Increase Authorized Common Stock For For Lehman Brothers Holdings Inc. LEH 524908100 04/05/06 02/10/06 Annual 4 M Declassify the Board of Directors For For Novell, Inc. NOVL 670006105 04/06/06 02/15/06 Annual 1.1 M Elect Director Albert Aiello For For Novell, Inc. NOVL 670006105 04/06/06 02/15/06 Annual 1.2 M Elect Director Fred Corrado For For Novell, Inc. NOVL 670006105 04/06/06 02/15/06 Annual 1.3 M Elect Director Richard L. Crandall For For Novell, Inc. NOVL 670006105 04/06/06 02/15/06 Annual 1.4 M Elect Director Claudine B. Malone For For Novell, Inc. NOVL 670006105 04/06/06 02/15/06 Annual 1.5 M Elect Director Jack L. Messman For For Novell, Inc. NOVL 670006105 04/06/06 02/15/06 Annual 1.6 M Elect Director Richard L. Nolan For For Novell, Inc. NOVL 670006105 04/06/06 02/15/06 Annual 1.7 M Elect Director Thomas G. Plaskett For For Novell, Elect Director John W. Poduska, Inc. NOVL 670006105 04/06/06 02/15/06 Annual 1.8 M Sr. For For Novell, Elect Director James D. Robinson, Inc. NOVL 670006105 04/06/06 02/15/06 Annual 1.9 M III For For Novell, Elect Director Kathy Brittain Inc. NOVL 670006105 04/06/06 02/15/06 Annual 1.10 M White For For Novell, Inc. NOVL 670006105 04/06/06 02/15/06 Annual 2 M Ratify Auditors For For Novell, Require a Majority Vote for the Inc. NOVL 670006105 04/06/06 02/15/06 Annual 3 S Election of Directors AgainstAgainst Burlington Resources Inc. 122014103 03/30/06 02/24/06 Special 1 M Approve Merger Agreement For For Burlington Resources Inc. 122014103 03/30/06 02/24/06 Special 2 M Adjourn Meeting For For Fifth Third Bancorp FITB 316773100 03/28/06 01/31/06 Annual 1.1 M Elect Director John F. Barrett For For Elect Director George A. Fifth Third Bancorp FITB 316773100 03/28/06 01/31/06 Annual 1.2 M Schaefer, Jr. For For Fifth Third Bancorp FITB 316773100 03/28/06 01/31/06 Annual 1.3 M Elect Director John J. Schiff, Jr. For For Fifth Third Bancorp FITB 316773100 03/28/06 01/31/06 Annual 1.4 M Elect Director Dudley S. Taft For For Amend Articles/Bylaws/Eliminate Fifth Third Bancorp FITB 316773100 03/28/06 01/31/06 Annual 2 M super-majority voting requirements For For Fifth Third Bancorp FITB 316773100 03/28/06 01/31/06 Annual 3 M Declassify the Board of Directors For For Amend Nonqualified Employee Stock Fifth Third Bancorp FITB 316773100 03/28/06 01/31/06 Annual 4 M Purchase Plan For For Fifth Third Bancorp FITB 316773100 03/28/06 01/31/06 Annual 5 M Ratify Auditors For For BellSouth Corp. BLS 079860102 04/24/06 03/06/06 Annual 1.1 M Elect Director F. D. Ackerman For For BellSouth Corp. BLS 079860102 04/24/06 03/06/06 Annual 1.2 M Elect Director R. V. Anderson For For BellSouth Corp. BLS 079860102 04/24/06 03/06/06 Annual 1.3 M Elect Director J. H. Blanchard For For BellSouth Corp. BLS 079860102 04/24/06 03/06/06 Annual 1.4 M Elect Director J. H. Brown For For BellSouth Corp. BLS 079860102 04/24/06 03/06/06 Annual 1.5 M Elect Director A. M. Codina For For BellSouth Corp. BLS 079860102 04/24/06 03/06/06 Annual 1.6 M Elect Director M. L. Feidler For For BellSouth Corp. BLS 079860102 04/24/06 03/06/06 Annual 1.7 M Elect Director K. F. Feldstein For For BellSouth Corp. BLS 079860102 04/24/06 03/06/06 Annual 1.8 M Elect Director J. P. Kelly For For BellSouth Corp. BLS 079860102 04/24/06 03/06/06 Annual 1.9 M Elect Director L. F. Mullin For For BellSouth Corp. BLS 079860102 04/24/06 03/06/06 Annual 1.10 M Elect Director R. B. Smith For For BellSouth Corp. BLS 079860102 04/24/06 03/06/06 Annual 1.11 M Elect Director W. S. Stavropoulos For For BellSouth Corp. BLS 079860102 04/24/06 03/06/06 Annual 2 M Ratify Auditors For For BellSouth Corp. BLS 079860102 04/24/06 03/06/06 Annual 3 S Political Contributions/Activities AgainstAgainst Nabors Industries, Ltd. NBR G6359F103 03/30/06 02/17/06 Special 1 M Increase Authorized Common Stock For For PPG Industries, Inc. PPG 693506107 04/20/06 02/17/06 Annual 1.1 M Elect Director Charles E. Bunch For For PPG Industries, Inc. PPG 693506107 04/20/06 02/17/06 Annual 1.2 M Elect Director Robert Ripp For For PPG Industries, Inc. PPG 693506107 04/20/06 02/17/06 Annual 1.3 M Elect Director Thomas J.Usher For For PPG Industries, Inc. PPG 693506107 04/20/06 02/17/06 Annual 1.4 M Elect Director David R. Whitwam For For PPG Industries, Inc. PPG 693506107 04/20/06 02/17/06 Annual 2 M Approve Omnibus Stock Plan For For PPG Industries, Inc. PPG 693506107 04/20/06 02/17/06 Annual 3 M Ratify Auditors For For Elect Director Martin S. Eli Lilly and Co. LLY 532457108 04/24/06 02/15/06 Annual 1.1 M Feldstein, Ph.D. For For Eli Lilly and Co. LLY 532457108 04/24/06 02/15/06 Annual 1.2 M Elect Director J. Erik Fyrwald For For Eli Lilly and Co. LLY 532457108 04/24/06 02/15/06 Annual 1.3 M Elect Director Ellen R. Marram For For Eli Lilly and Co. LLY 532457108 04/24/06 02/15/06 Annual 1.4 M Elect Director Sidney Taurel For For Eli Lilly and Co. LLY 532457108 04/24/06 02/15/06 Annual 2 M Ratify Auditors For For Eli Lilly and Co. LLY 532457108 04/24/06 02/15/06 Annual 3 S Report on Animal Welfare Policy AgainstAgainst Separate Chairman and CEO Eli Lilly and Co. LLY 532457108 04/24/06 02/15/06 Annual 4 S Positions AgainstFor Eli Lilly and Co. LLY 532457108 04/24/06 02/15/06 Annual 5 S Declassify the Board of Directors AgainstFor Require a Majority Vote for the Eli Lilly and Co. LLY 532457108 04/24/06 02/15/06 Annual 6 S Election of Directors AgainstFor General Electric Co. GE 369604103 04/26/06 02/27/06 Annual 1.1 M Elect Director James I. Cash, Jr. For For Elect Director Sir William M. General Electric Co. GE 369604103 04/26/06 02/27/06 Annual 1.2 M Castell For For General Electric Co. GE 369604103 04/26/06 02/27/06 Annual 1.3 M Elect Director Ann M. Fudge For For General Electric Co. GE 369604103 04/26/06 02/27/06 Annual 1.4 M Elect Director Claudio X. Gonzalez For For General Electric Co. GE 369604103 04/26/06 02/27/06 Annual 1.5 M Elect Director Jeffrey R. Immelt For For General Electric Co. GE 369604103 04/26/06 02/27/06 Annual 1.6 M Elect Director Andrea Jung For For General Electric Co. GE 369604103 04/26/06 02/27/06 Annual 1.7 M Elect Director Alan G. Lafley For For General Electric Co. GE 369604103 04/26/06 02/27/06 Annual 1.8 M Elect Director Robert W. Lane For For General Electric Co. GE 369604103 04/26/06 02/27/06 Annual 1.9 M Elect Director Ralph S. Larsen For For General Electric Co. GE 369604103 04/26/06 02/27/06 Annual 1.10 M Elect Director Rochelle B. Lazarus For For General Electric Co. GE 369604103 04/26/06 02/27/06 Annual 1.11 M Elect Director Sam Nunn For For General Electric Co. GE 369604103 04/26/06 02/27/06 Annual 1.12 M Elect Director Roger S. Penske For For General Electric Co. GE 369604103 04/26/06 02/27/06 Annual 1.13 M Elect Director Robert J. Swieringa For For Elect Director Douglas A. Warner, General Electric Co. GE 369604103 04/26/06 02/27/06 Annual 1.14 M III For For General Electric Co. GE 369604103 04/26/06 02/27/06 Annual 1.15 M Elect Director Robert C. Wright For For General Electric Co. GE 369604103 04/26/06 02/27/06 Annual 2 M Ratify Auditors For For Restore or Provide for Cumulative General Electric Co. GE 369604103 04/26/06 02/27/06 Annual 3 S Voting AgainstAgainst Adopt Policy on Overboarded General Electric Co. GE 369604103 04/26/06 02/27/06 Annual 4 S Directors AgainstAgainst Company-Specific -- One Director General Electric Co. GE 369604103 04/26/06 02/27/06 Annual 5 S from the Ranks of the Retirees AgainstAgainst Separate Chairman and CEO General Electric Co. GE 369604103 04/26/06 02/27/06 Annual 6 S Positions AgainstAgainst Require a Majority Vote for the General Electric Co. GE 369604103 04/26/06 02/27/06 Annual 7 S Election of Directors AgainstAgainst General Electric Co. GE 369604103 04/26/06 02/27/06 Annual 8 S Report on Environmental Policies AgainstAgainst The New York Times Co. NYT 650111107 04/18/06 02/17/06 Annual 1.1 M Elect Director Raul E. Cesan For Withhol The New York Times Co. NYT 650111107 04/18/06 02/17/06 Annual 1.2 M Elect Director William E. Kennard For Withhol The New York Times Co. NYT 650111107 04/18/06 02/17/06 Annual 1.3 M Elect Director James M. Kilts For Withhol The New York Times Co. NYT 650111107 04/18/06 02/17/06 Annual 1.4 M Elect Director Doreen A. Toben For Withhol The New York Times Co. NYT 650111107 04/18/06 02/17/06 Annual 2 M Ratify Auditors For For Baker Hughes Incorporated BHI 057224107 04/27/06 03/01/06 Annual 1.1 M Elect Director Larry D. Brady For For Baker Hughes Elect Director Clarence P. Incorporated BHI 057224107 04/27/06 03/01/06 Annual 1.2 M Cazalot, Jr. For For Baker Hughes Incorporated BHI 057224107 04/27/06 03/01/06 Annual 1.3 M Elect Director Chad C. Deaton For For Baker Hughes Incorporated BHI 057224107 04/27/06 03/01/06 Annual 1.4 M Elect Director Edward P. Djerejian For For Baker Hughes Elect Director Anthony G. Incorporated BHI 057224107 04/27/06 03/01/06 Annual 1.5 M Fernandes For For Baker Hughes Incorporated BHI 057224107 04/27/06 03/01/06 Annual 1.6 M Elect Director Claire W. Gargalli For For Baker Hughes Incorporated BHI 057224107 04/27/06 03/01/06 Annual 1.7 M Elect Director James A. Lash For For Baker Hughes Incorporated BHI 057224107 04/27/06 03/01/06 Annual 1.8 M Elect Director James F. McCall For For Baker Hughes Incorporated BHI 057224107 04/27/06 03/01/06 Annual 1.9 M Elect Director J. Larry Nichols For For Baker Hughes Incorporated BHI 057224107 04/27/06 03/01/06 Annual 1.10 M Elect Director H. John Riley, Jr. For For Baker Hughes Incorporated BHI 057224107 04/27/06 03/01/06 Annual 1.11 M Elect Director Charles L. Watson For For Baker Hughes Incorporated BHI 057224107 04/27/06 03/01/06 Annual 2 M Ratify Auditors For For Baker Hughes Amend Executive Incentive Bonus Incorporated BHI 057224107 04/27/06 03/01/06 Annual 3 M Plan For For Baker Hughes Amend Vote Requirements to Amend Incorporated BHI 057224107 04/27/06 03/01/06 Annual 4 S Articles/Bylaws/Charter AgainstFor SunTrust Banks, Inc. STI 867914103 04/18/06 02/28/06 Annual 1.1 M Elect Director J. Hyatt Brown For For SunTrust Banks, Inc. STI 867914103 04/18/06 02/28/06 Annual 1.2 M Elect Director Alston D. Correll For For SunTrust Banks, Inc. STI 867914103 04/18/06 02/28/06 Annual 1.3 M Elect Director David H. Hughes For For SunTrust Banks, Inc. STI 867914103 04/18/06 02/28/06 Annual 1.4 M Elect Director E. Neville Isdell For Withhol Elect Director G. Gilmer Minor, SunTrust Banks, Inc. STI 867914103 04/18/06 02/28/06 Annual 1.5 M III For For SunTrust Banks, Inc. STI 867914103 04/18/06 02/28/06 Annual 1.6 M Elect Director Thomas M. Garrott For For SunTrust Banks, Inc. STI 867914103 04/18/06 02/28/06 Annual 2 M Ratify Auditors For For SunTrust Banks, Inc. STI 867914103 04/18/06 02/28/06 Annual 3 S Declassify the Board of Directors AgainstAgainst The Progressive Corp. PGR 743315103 04/21/06 02/22/06 Annual 1.1 M Elect Director Stephen R. Hardis For Withhol The Progressive Corp. PGR 743315103 04/21/06 02/22/06 Annual 1.2 M Elect Director Philip A. Laskawy For For The Progressive Corp. PGR 743315103 04/21/06 02/22/06 Annual 1.3 M Elect Director Norman S. Matthews For For Elect Director Bradley T. The Progressive Corp. PGR 743315103 04/21/06 02/22/06 Annual 1.4 M Sheares, Ph. D For For The Progressive Corp. PGR 743315103 04/21/06 02/22/06 Annual 2 M Increase Authorized Common Stock For For The Progressive Corp. PGR 743315103 04/21/06 02/22/06 Annual 3 M Ratify Auditors For For KB Home KBH 48666K109 04/06/06 02/14/06 Annual 1.1 M Elect Director Bruce Karatz For For Elect Director Kenneth M. KB Home KBH 48666K109 04/06/06 02/14/06 Annual 1.2 M Jastrow, Ii For For KB Home KBH 48666K109 04/06/06 02/14/06 Annual 1.3 M Elect Director Melissa Lora For For Elect Director Michael G. KB Home KBH 48666K109 04/06/06 02/14/06 Annual 1.4 M Mccaffery For For KB Home KBH 48666K109 04/06/06 02/14/06 Annual 2 M Reduce Authorized Common Stock For For KB Home KBH 48666K109 04/06/06 02/14/06 Annual 3 M Amend Omnibus Stock Plan For For KB Home KBH 48666K109 04/06/06 02/14/06 Annual 4 M Ratify Auditors For For Guidant Corp. 401698105 03/31/06 02/22/06 Special 1 M Approve Merger Agreement For For Chiron Corp. 170040109 04/19/06 03/03/06 Special 1 M Approve Merger Agreement For For Chiron Corp. 170040109 04/19/06 03/03/06 Special 2 M Other Business For Against Chiron Corp. 170040109 04/19/06 03/03/06 Special 3 M Adjourn Meeting For For Marathon Oil Corp MRO 565849106 04/26/06 02/27/06 Annual 1.1 M Elect Director Clarence P. Cazalot For For Marathon Oil Corp MRO 565849106 04/26/06 02/27/06 Annual 1.2 M Elect Director David A. Daberko For For Marathon Oil Corp MRO 565849106 04/26/06 02/27/06 Annual 1.3 M Elect Director William L. Davis For For Marathon Oil Corp MRO 565849106 04/26/06 02/27/06 Annual 2 M Ratify Auditors For For Marathon Oil Corp MRO 565849106 04/26/06 02/27/06 Annual 3 M Declassify the Board of Directors For For Marathon Oil Corp MRO 565849106 04/26/06 02/27/06 Annual 4 M Eliminate Class of Preferred Stock For For Require a Majority Vote for the Marathon Oil Corp MRO 565849106 04/26/06 02/27/06 Annual 5 S Election of Directors AgainstFor Adopt Simple Majority Vote Marathon Oil Corp MRO 565849106 04/26/06 02/27/06 Annual 6 S Requirement AgainstFor Kellogg Co. K 487836108 04/21/06 03/01/06 Annual 1.1 M Elect Director John T. Dillon For For Kellogg Co. K 487836108 04/21/06 03/01/06 Annual 1.2 M Elect Director James M. Jenness For For Kellogg Co. K 487836108 04/21/06 03/01/06 Annual 1.3 M Elect Director L. Daniel Jorndt For For Kellogg Co. K 487836108 04/21/06 03/01/06 Annual 1.4 M Elect Director William D. Perez For For Kellogg Co. K 487836108 04/21/06 03/01/06 Annual 2 M Ratify Auditors For For Approve Executive Incentive Bonus Kellogg Co. K 487836108 04/21/06 03/01/06 Annual 3 M Plan For For Kellogg Co. K 487836108 04/21/06 03/01/06 Annual 4 S Sustainability Report AgainstAgainst Carnival Corp. CCL 143658300 04/20/06 02/21/06 Annual 1.1 M Elect Director Micky Arison For For Elect Director Amb Richard G. Carnival Corp. CCL 143658300 04/20/06 02/21/06 Annual 1.2 M Capen Jr For For Elect Director Robert H. Carnival Corp. CCL 143658300 04/20/06 02/21/06 Annual 1.3 M Dickinson For For Carnival Corp. CCL 143658300 04/20/06 02/21/06 Annual 1.4 M Elect Director Arnold W. Donald For For Carnival Corp. CCL 143658300 04/20/06 02/21/06 Annual 1.5 M Elect Director Pier Luigi Foschi For For Carnival Corp. CCL 143658300 04/20/06 02/21/06 Annual 1.6 M Elect Director Howard S. Frank For For Carnival Corp. CCL 143658300 04/20/06 02/21/06 Annual 1.7 M Elect Director Richard J. Glasier For For Carnival Corp. CCL 143658300 04/20/06 02/21/06 Annual 1.8 M Elect Director Baroness Hogg For For Carnival Corp. CCL 143658300 04/20/06 02/21/06 Annual 1.9 M Elect Director A. Kirk Lanterman For For Elect Director Modesto A. Carnival Corp. CCL 143658300 04/20/06 02/21/06 Annual 1.10 M Maidique For For Carnival Corp. CCL 143658300 04/20/06 02/21/06 Annual 1.11 M Elect Director Sir John Parker For For Carnival Corp. CCL 143658300 04/20/06 02/21/06 Annual 1.12 M Elect Director Peter G. Ratcliffe For For Carnival Corp. CCL 143658300 04/20/06 02/21/06 Annual 1.13 M Elect Director Stuart Subotnick For For Carnival Corp. CCL 143658300 04/20/06 02/21/06 Annual 1.14 M Elect Director Uzi Zucker For For Carnival Corp. CCL 143658300 04/20/06 02/21/06 Annual 2 M Ratify Auditors For For TO AUTHORIZE THE AUDIT COMMITTEE OF CARNIVAL PLC TO AGREE TO THE REMUNERATION OF THE INDEPENDENT Carnival Corp. CCL 143658300 04/20/06 02/21/06 Annual 3 M AUDITORS. For For TO RECEIVE THE ACCOUNTS AND REPORTS FOR CARNIVAL PLC FOR THE FINANCIAL YEAR ENDED NOVEMBER 30, Carnival Corp. CCL 143658300 04/20/06 02/21/06 Annual 4 M 2005. For For TO APPROVE THE DIRECTORS REMUNERATION REPORT OF CARNIVAL Carnival Corp. CCL 143658300 04/20/06 02/21/06 Annual 5 M PLC. For For TO APPROVE LIMITS ON THE AUTHORITY TO ALLOT SHARES BY Carnival Corp. CCL 143658300 04/20/06 02/21/06 Annual 6 M CARNIVAL PLC. For For TO APPROVE THE DISAPPLICATION OF PRE-EMPTION RIGHTS FOR CARNIVAL Carnival Corp. CCL 143658300 04/20/06 02/21/06 Annual 7 M PLC. For For TO APPROVE A GENERAL AUTHORITY FOR CARNIVAL PLC TO BUY BACK CARNIVAL PLC ORDINARY SHARES IN Carnival Corp. CCL 143658300 04/20/06 02/21/06 Annual 8 M THE OPEN MARKET. For For U.S. Bancorp USB 902973304 04/18/06 02/27/06 Annual 1.1 M Elect Director Peter H. Coors For For U.S. Bancorp USB 902973304 04/18/06 02/27/06 Annual 1.2 M Elect Director Jerry A. Grundhofer For For U.S. Bancorp USB 902973304 04/18/06 02/27/06 Annual 1.3 M Elect Director Patrick T. Stokes For For U.S. Bancorp USB 902973304 04/18/06 02/27/06 Annual 2 M Ratify Auditors For For Approve Executive Incentive Bonus U.S. Bancorp USB 902973304 04/18/06 02/27/06 Annual 3 M Plan For For U.S. Bancorp USB 902973304 04/18/06 02/27/06 Annual 4 S Declassify the Board of Directors AgainstFor Approve Report of the U.S. Bancorp USB 902973304 04/18/06 02/27/06 Annual 5 S Compensation Committee AgainstFor National City Corp. NCC 635405103 04/25/06 03/03/06 Annual 1.1 M Elect Director J.E. Barfield For For National City Corp. NCC 635405103 04/25/06 03/03/06 Annual 1.2 M Elect Director J.S. Broadhurst For For National City Corp. NCC 635405103 04/25/06 03/03/06 Annual 1.3 M Elect Director C.M. Connor For For National City Corp. NCC 635405103 04/25/06 03/03/06 Annual 1.4 M Elect Director D.A. Daberko For For National City Corp. NCC 635405103 04/25/06 03/03/06 Annual 1.5 M Elect Director B.P. Healy For For National City Corp. NCC 635405103 04/25/06 03/03/06 Annual 1.6 M Elect Director S.C. Lindner For For National City Corp. NCC 635405103 04/25/06 03/03/06 Annual 1.7 M Elect Director P.A. Ormond For For National City Corp. NCC 635405103 04/25/06 03/03/06 Annual 1.8 M Elect Director G.L. Shaheen For For National City Corp. NCC 635405103 04/25/06 03/03/06 Annual 1.9 M Elect Director J.S. Thornton For For National City Corp. NCC 635405103 04/25/06 03/03/06 Annual 1.10 M Elect Director M. Weiss For For National City Corp. NCC 635405103 04/25/06 03/03/06 Annual 2 M Ratify Auditors For For Anheuser-Busch Companies, Inc. BUD 035229103 04/26/06 02/28/06 Annual 1.1 M Elect Director James J. Forese For For Anheuser-Busch Elect Director Vernon R. Loucks, Companies, Inc. BUD 035229103 04/26/06 02/28/06 Annual 1.2 M Jr. For For Anheuser-Busch Companies, Inc. BUD 035229103 04/26/06 02/28/06 Annual 1.3 M Elect Director Vilma S. Martinez For For Anheuser-Busch Elect Director William Porter Companies, Inc. BUD 035229103 04/26/06 02/28/06 Annual 1.4 M Payne For For Anheuser-Busch Elect Director Edward E. Companies, Inc. BUD 035229103 04/26/06 02/28/06 Annual 1.5 M Whitacre, Jr. For For Anheuser-Busch Companies, Inc. BUD 035229103 04/26/06 02/28/06 Annual 2 M Declassify the Board of Directors For For Anheuser-Busch Approve Non-Employee Director Companies, Inc. BUD 035229103 04/26/06 02/28/06 Annual 3 M Restricted Stock Plan For For Anheuser-Busch Companies, Inc. BUD 035229103 04/26/06 02/28/06 Annual 4 M Ratify Auditors For For Merck & Co., Inc. MRK 589331107 04/25/06 02/24/06 Annual 1.1 M Elect Director Richard T. Clark For For Merck & Co., Inc. MRK 589331107 04/25/06 02/24/06 Annual 1.2 M Elect Director Lawrence A. Bossidy For For Merck & Co., Elect Director William G. Bowen, Inc. MRK 589331107 04/25/06 02/24/06 Annual 1.3 M Ph.D. For For Merck & Co., Elect Director Johnnetta B. Cole, Inc. MRK 589331107 04/25/06 02/24/06 Annual 1.4 M Ph.D. For For Merck & Co., Elect Director William B. Inc. MRK 589331107 04/25/06 02/24/06 Annual 1.5 M Harrison, Jr. For For Merck & Co., Elect Director William N. Kelley, Inc. MRK 589331107 04/25/06 02/24/06 Annual 1.6 M M.D. For For Merck & Co., Inc. MRK 589331107 04/25/06 02/24/06 Annual 1.7 M Elect Director Rochelle B. Lazarus For For Merck & Co., Elect Director Thomas E. Shenk, Inc. MRK 589331107 04/25/06 02/24/06 Annual 1.8 M Ph.D. For For Merck & Co., Inc. MRK 589331107 04/25/06 02/24/06 Annual 1.9 M Elect Director Anne M. Tatlock For For Merck & Co., Elect Director Samuel O. Thier, Inc. MRK 589331107 04/25/06 02/24/06 Annual 1.10 M M.D. For For Merck & Co., Inc. MRK 589331107 04/25/06 02/24/06 Annual 1.11 M Elect Director Wendell P. Weeks For For Merck & Co., Inc. MRK 589331107 04/25/06 02/24/06 Annual 1.12 M Elect Director Peter C. Wendell For For Merck & Co., Inc. MRK 589331107 04/25/06 02/24/06 Annual 2 M Ratify Auditors For For Merck & Co., Inc. MRK 589331107 04/25/06 02/24/06 Annual 3 M Approve Omnibus Stock Plan For For Merck & Co., Approve Non-Employee Director Inc. MRK 589331107 04/25/06 02/24/06 Annual 4 M Omnibus Stock Plan For For Merck & Co., Inc. MRK 589331107 04/25/06 02/24/06 Annual 5 S Limit Executive Compensation AgainstAgainst Merck & Co., Inc. MRK 589331107 04/25/06 02/24/06 Annual 6 S Adopt Simple Majority Vote AgainstFor Merck & Co., Inc. MRK 589331107 04/25/06 02/24/06 Annual 7 S Adopt Animal Welfare Standards AgainstAgainst Corning Inc. GLW 219350105 04/27/06 02/27/06 Annual 1.1 M Elect Director James B. Flaws For For Corning Inc. GLW 219350105 04/27/06 02/27/06 Annual 1.2 M Elect Director James R. Houghton For For Corning Inc. GLW 219350105 04/27/06 02/27/06 Annual 1.3 M Elect Director James J. O'Connor For For Corning Inc. GLW 219350105 04/27/06 02/27/06 Annual 1.4 M Elect Director Deborah D. Rieman For For Corning Inc. GLW 219350105 04/27/06 02/27/06 Annual 1.5 M Elect Director Peter F. Volanakis For For Corning Inc. GLW 219350105 04/27/06 02/27/06 Annual 1.6 M Elect Director Padmasree Warrior For For Amend Qualified Employee Stock Corning Inc. GLW 219350105 04/27/06 02/27/06 Annual 2 M Purchase Plan For For Amend Executive Incentive Bonus Corning Inc. GLW 219350105 04/27/06 02/27/06 Annual 3 M Plan For For Approve Non-Employee Director Corning Inc. GLW 219350105 04/27/06 02/27/06 Annual 4 M Omnibus Stock Plan For For Corning Inc. GLW 219350105 04/27/06 02/27/06 Annual 5 M Ratify Auditors For For Corning Inc. GLW 219350105 04/27/06 02/27/06 Annual 6 S Declassify the Board of Directors AgainstAgainst Fortune Brands, Inc. FO 349631101 04/25/06 02/24/06 Annual 1.1 M Elect Director Patricia O. Ewers For For Fortune Brands, Inc. FO 349631101 04/25/06 02/24/06 Annual 1.2 M Elect Director Eugene A. Renna For For Fortune Brands, Inc. FO 349631101 04/25/06 02/24/06 Annual 1.3 M Elect Director David M. Thomas For For Fortune Brands, Inc. FO 349631101 04/25/06 02/24/06 Annual 2 M Ratify Auditors For For Fortune Brands, Inc. FO 349631101 04/25/06 02/24/06 Annual 3 S Declassify the Board of Directors AgainstAgainst Fortune Brands, Performance-Based and/or Inc. FO 349631101 04/25/06 02/24/06 Annual 4 S Time-Based Equity Awards AgainstAgainst Texas Instruments Inc. TXN 882508104 04/20/06 02/21/06 Annual 1.1 M Elect Director J.R. Adams For For Texas Instruments Inc. TXN 882508104 04/20/06 02/21/06 Annual 1.2 M Elect Director D.L. Boren For For Texas Instruments Inc. TXN 882508104 04/20/06 02/21/06 Annual 1.3 M Elect Director D.A. Carp For For Texas Instruments Inc. TXN 882508104 04/20/06 02/21/06 Annual 1.4 M Elect Director C.S. Cox For For Texas Instruments Inc. TXN 882508104 04/20/06 02/21/06 Annual 1.5 M Elect Director T.J. Engibous For For Texas Instruments Inc. TXN 882508104 04/20/06 02/21/06 Annual 1.6 M Elect Director G.W. Fronterhouse For For Texas Instruments Inc. TXN 882508104 04/20/06 02/21/06 Annual 1.7 M Elect Director D.R. Goode For For Texas Instruments Inc. TXN 882508104 04/20/06 02/21/06 Annual 1.8 M Elect Director P.H. Patsley For For Texas Instruments Inc. TXN 882508104 04/20/06 02/21/06 Annual 1.9 M Elect Director W.R. Sanders For For Texas Instruments Inc. TXN 882508104 04/20/06 02/21/06 Annual 1.10 M Elect Director R.J. Simmons For For Texas Instruments Inc. TXN 882508104 04/20/06 02/21/06 Annual 1.11 M Elect Director R.K. Templeton For For Texas Instruments Inc. TXN 882508104 04/20/06 02/21/06 Annual 1.12 M Elect Director C.T. Whitman For For Texas Instruments Inc. TXN 882508104 04/20/06 02/21/06 Annual 2 M Ratify Auditors For For International Business Machines Corp. IBM 459200101 04/25/06 02/24/06 Annual 1.1 M Elect Director Cathleen Black For For International Business Machines Corp. IBM 459200101 04/25/06 02/24/06 Annual 1.2 M Elect Director Kenneth I. Chenault For For International Business Machines Corp. IBM 459200101 04/25/06 02/24/06 Annual 1.3 M Elect Director Juergen Dormann For For International Business Machines Corp. IBM 459200101 04/25/06 02/24/06 Annual 1.4 M Elect Director Michael L. Eskew For Withhol International Business Machines Corp. IBM 459200101 04/25/06 02/24/06 Annual 1.5 M Elect Director Shirley Ann Jackson For For International Business Machines Corp. IBM 459200101 04/25/06 02/24/06 Annual 1.6 M Elect Director Minoru Makihara For For International Business Machines Corp. IBM 459200101 04/25/06 02/24/06 Annual 1.7 M Elect Director Lucio A. Noto For For International Business Machines Corp. IBM 459200101 04/25/06 02/24/06 Annual 1.8 M Elect Director James W. Owens For For International Business Machines Corp. IBM 459200101 04/25/06 02/24/06 Annual 1.9 M Elect Director Samuel J. Palmisano For For International Business Machines Corp. IBM 459200101 04/25/06 02/24/06 Annual 1.10 M Elect Director Joan E. Spero For For International Business Machines Corp. IBM 459200101 04/25/06 02/24/06 Annual 1.11 M Elect Director Sidney Taurel For For International Business Machines Corp. IBM 459200101 04/25/06 02/24/06 Annual 1.12 M Elect Director Charles M. Vest For For International Business Machines Corp. IBM 459200101 04/25/06 02/24/06 Annual 1.13 M Elect Director Lorenzo H. Zambrano For Withhol International Business Machines Corp. IBM 459200101 04/25/06 02/24/06 Annual 2 M Ratify Auditors For For International Business Machines Corp. IBM 459200101 04/25/06 02/24/06 Annual 3 S Provide for Cumulative Voting AgainstFor International Business Evaluate Age Discrimination in Machines Corp. IBM 459200101 04/25/06 02/24/06 Annual 4 S Retirement Plans AgainstAgainst International Business Machines Corp. IBM 459200101 04/25/06 02/24/06 Annual 5 S Time-Based Equity Awards AgainstFor International Business Machines Increase Disclosure of Executive Corp. IBM 459200101 04/25/06 02/24/06 Annual 6 S Compensation AgainstAgainst International Business Machines Corp. IBM 459200101 04/25/06 02/24/06 Annual 7 S Report on Outsourcing AgainstAgainst International Business Machines Implement/ Increase Activity on Corp. IBM 459200101 04/25/06 02/24/06 Annual 8 S the China Principles AgainstAgainst International Business Machines Corp. IBM 459200101 04/25/06 02/24/06 Annual 9 S Report on Political Contributions AgainstAgainst International Business Machines Require a Majority Vote for the Corp. IBM 459200101 04/25/06 02/24/06 Annual 10 S Election of Directors AgainstFor International Business Machines Corp. IBM 459200101 04/25/06 02/24/06 Annual 11 S Adopt Simple Majority Vote AgainstFor United Technologies Corp. UTX 913017109 04/12/06 02/14/06 Annual 1.1 M Elect Director Louis R. Chenevert For For United Technologies Corp. UTX 913017109 04/12/06 02/14/06 Annual 1.2 M Elect Director George David For For United Technologies Corp. UTX 913017109 04/12/06 02/14/06 Annual 1.3 M Elect Director John V. Faraci For For United Technologies Corp. UTX 913017109 04/12/06 02/14/06 Annual 1.4 M Elect Director Jean-Pierre Garnier For For United Technologies Corp. UTX 913017109 04/12/06 02/14/06 Annual 1.5 M Elect Director Jamie S. Gorelick For For United Technologies Corp. UTX 913017109 04/12/06 02/14/06 Annual 1.6 M Elect Director Charles R. Lee For For United Technologies Elect Director Richard D. Corp. UTX 913017109 04/12/06 02/14/06 Annual 1.7 M McCormick For For United Technologies Corp. UTX 913017109 04/12/06 02/14/06 Annual 1.8 M Elect Director Harold McGraw, III For For United Technologies Elect Director Frank P. Popoff, Corp. UTX 913017109 04/12/06 02/14/06 Annual 1.9 M III For For United Technologies Corp. UTX 913017109 04/12/06 02/14/06 Annual 1.10 M Elect Director H. Patrick Swygert For For United Technologies Corp. UTX 913017109 04/12/06 02/14/06 Annual 1.11 M Elect Director Andre Villeneuve For For United Technologies Corp. UTX 913017109 04/12/06 02/14/06 Annual 1.12 M Elect Director H.A. Wagner For For United Technologies Elect Director Christine Todd Corp. UTX 913017109 04/12/06 02/14/06 Annual 1.13 M Whitman For For United Technologies Corp. UTX 913017109 04/12/06 02/14/06 Annual 2 M Ratify Auditors For For United Technologies Corp. UTX 913017109 04/12/06 02/14/06 Annual 3 M Increase Authorized Common Stock For For United Technologies Establish Term Limits for Corp. UTX 913017109 04/12/06 02/14/06 Annual 4 S Directors AgainstAgainst United Technologies Report on Foreign Sales of Corp. UTX 913017109 04/12/06 02/14/06 Annual 5 S Military Products AgainstAgainst The Hershey Co HSY 427866108 04/18/06 02/17/06 Annual 1.1 M Elect Director Jon A. Boscia For For The Hershey Co HSY 427866108 04/18/06 02/17/06 Annual 1.2 M Elect Director Robert H. Campbell For For The Hershey Co HSY 427866108 04/18/06 02/17/06 Annual 1.3 M Elect Director Robert F. Cavanaugh For For The Hershey Co HSY 427866108 04/18/06 02/17/06 Annual 1.4 M Elect Director Gary P. Coughlan For For The Hershey Co HSY 427866108 04/18/06 02/17/06 Annual 1.5 M Elect Director Harriet Edelman For For The Hershey Co HSY 427866108 04/18/06 02/17/06 Annual 1.6 M Elect Director Bonnie G. Hill For For Elect Director Alfred F. Kelly, The Hershey Co HSY 427866108 04/18/06 02/17/06 Annual 1.7 M Jr. For For The Hershey Co HSY 427866108 04/18/06 02/17/06 Annual 1.8 M Elect Director Richard H. Lenny For For The Hershey Co HSY 427866108 04/18/06 02/17/06 Annual 1.9 M Elect Director Mackey J. McDonald For For The Hershey Co HSY 427866108 04/18/06 02/17/06 Annual 1.10 M Elect Director Marie J. Toulantis For For The Hershey Co HSY 427866108 04/18/06 02/17/06 Annual 2 M Ratify Auditors For For The Hershey Co HSY 427866108 04/18/06 02/17/06 Annual 3 S Report on Cocoa Supply AgainstAgainst PG&E Corp. PCG 69331C108 04/19/06 02/21/06 Annual 1.1 M Elect Director David R. Andrews For For PG&E Corp. PCG 69331C108 04/19/06 02/21/06 Annual 1.2 M Elect Director Leslie S. Biller For For PG&E Corp. PCG 69331C108 04/19/06 02/21/06 Annual 1.3 M Elect Director David A. Coulter For For PG&E Corp. PCG 69331C108 04/19/06 02/21/06 Annual 1.4 M Elect Director C. Lee Cox For For PG&E Corp. PCG 69331C108 04/19/06 02/21/06 Annual 1.5 M Elect Director Peter A. Darbee For For Elect Director Maryellen C. PG&E Corp. PCG 69331C108 04/19/06 02/21/06 Annual 1.6 M Herringer For For PG&E Corp. PCG 69331C108 04/19/06 02/21/06 Annual 1.7 M Elect Director Mary S. Metz For For PG&E Corp. PCG 69331C108 04/19/06 02/21/06 Annual 1.8 M Elect Director Barbara L. Rambo For For Elect Director Barry Lawson PG&E Corp. PCG 69331C108 04/19/06 02/21/06 Annual 1.9 M Williams For For PG&E Corp. PCG 69331C108 04/19/06 02/21/06 Annual 2 M Ratify Auditors For For Submit Shareholder Rights Plan PG&E Corp. PCG 69331C108 04/19/06 02/21/06 Annual 3 S (Poison Pill) to Shareholder Vote AgainstAgainst Provide for an Independent PG&E Corp. PCG 69331C108 04/19/06 02/21/06 Annual 4 S Chairman AgainstAgainst Kimberly-Clark Corp. KMB 494368103 04/27/06 02/27/06 Annual 1.1 M Elect Director Dennis R. Beresford For For Kimberly-Clark Corp. KMB 494368103 04/27/06 02/27/06 Annual 1.2 M Elect Director Abelardo E. Bru For For Kimberly-Clark Corp. KMB 494368103 04/27/06 02/27/06 Annual 1.3 M Elect Director Thomas J. Falk For For Elect Director Mae C. Jemison, Kimberly-Clark Corp. KMB 494368103 04/27/06 02/27/06 Annual 1.4 M M.D. For For Kimberly-Clark Corp. KMB 494368103 04/27/06 02/27/06 Annual 2 M Ratify Auditors For For Kimberly-Clark Corp. KMB 494368103 04/27/06 02/27/06 Annual 3 S Declassify the Board of Directors AgainstFor Kimberly-Clark Corp. KMB 494368103 04/27/06 02/27/06 Annual 4 S Adopt ILO Standards AgainstAgainst Require a Majority Vote for the Kimberly-Clark Corp. KMB 494368103 04/27/06 02/27/06 Annual 5 S Election of Directors AgainstFor Report on Feasibility of Phasing Out the Use of Non-certified Wood Kimberly-Clark Corp. KMB 494368103 04/27/06 02/27/06 Annual 6 S Fiber AgainstAgainst The Coca-Cola Company KO 191216100 04/19/06 02/21/06 Annual 1.1 M Elect Director Herbert A. Allen For For The Coca-Cola Company KO 191216100 04/19/06 02/21/06 Annual 1.2 M Elect Director Ronald W. Allen For For The Coca-Cola Company KO 191216100 04/19/06 02/21/06 Annual 1.3 M Elect Director Cathleen P. Black For For The Coca-Cola Company KO 191216100 04/19/06 02/21/06 Annual 1.4 M Elect Director Barry Diller For Withhol The Coca-Cola Company KO 191216100 04/19/06 02/21/06 Annual 1.5 M Elect Director E. Neville Isdell For For The Coca-Cola Company KO 191216100 04/19/06 02/21/06 Annual 1.6 M Elect Director Donald R. Keough For For The Coca-Cola Company KO 191216100 04/19/06 02/21/06 Annual 1.7 M Elect Director Donald F. McHenry For For The Coca-Cola Company KO 191216100 04/19/06 02/21/06 Annual 1.8 M Elect Director Sam Nunn For For Elect Director James D. Robinson, The Coca-Cola Company KO 191216100 04/19/06 02/21/06 Annual 1.9 M III For For The Coca-Cola Company KO 191216100 04/19/06 02/21/06 Annual 1.10 M Elect Director Peter V. Ueberroth For For The Coca-Cola Company KO 191216100 04/19/06 02/21/06 Annual 1.11 M Elect Director James B. Williams For For The Coca-Cola Company KO 191216100 04/19/06 02/21/06 Annual 2 M Ratify Auditors For For The Coca-Cola Company KO 191216100 04/19/06 02/21/06 Annual 3 M Amend Restricted Stock Plan For For The Coca-Cola Company KO 191216100 04/19/06 02/21/06 Annual 4 S Report on Charitable Contributions AgainstAgainst The Coca-Cola Company KO 191216100 04/19/06 02/21/06 Annual 5 S Review/ Report on Recycling Policy AgainstAgainst Performance-Based and/or The Coca-Cola Company KO 191216100 04/19/06 02/21/06 Annual 6 S Time-Based Equity Awards AgainstFor Report on Environmental The Coca-Cola Company KO 191216100 04/19/06 02/21/06 Annual 7 S Liabilities in India AgainstAgainst Sponsor Independent Inquiry into The Coca-Cola Company KO 191216100 04/19/06 02/21/06 Annual 8 S Operations in Columbia AgainstAgainst COOPER INDUSTRIES LTD CBE G24182100 04/25/06 03/01/06 Annual 1.1 M Elect Director I.J. Evans For For COOPER INDUSTRIES LTD CBE G24182100 04/25/06 03/01/06 Annual 1.2 M Elect Director K.S. Hachigian For For COOPER INDUSTRIES LTD CBE G24182100 04/25/06 03/01/06 Annual 1.3 M Elect Director J.R. Wilson For For COOPER INDUSTRIES LTD CBE G24182100 04/25/06 03/01/06 Annual 2 M Ratify Auditors For For APPROVE THE AMENDED AND RESTATED COOPER INDUSTRIES LTD CBE G24182100 04/25/06 03/01/06 Annual 3 M MANAGEMENT ANNUAL INCENTIVE PLAN. For For APPROVE THE AMENDED AND RESTATED COOPER INDUSTRIES LTD CBE G24182100 04/25/06 03/01/06 Annual 4 M DIRECTORS STOCK PLAN. For For SHAREHOLDER PROPOSAL REQUESTING COOPER TO IMPLEMENT A CODE OF CONDUCT BASED ON INTERNATIONAL LABOR ORGANIZATION HUMAN RIGHTS COOPER INDUSTRIES LTD CBE G24182100 04/25/06 03/01/06 Annual 5 S STANDARDS. AgainstAgainst Golden West Financial Elect Director Maryellen C. Corp. GDW 381317106 05/03/06 03/02/06 Annual 1.1 M Herringer For For Golden West Financial Corp. GDW 381317106 05/03/06 03/02/06 Annual 1.2 M Elect Director Kenneth T. Rosen For For Golden West Financial Corp. GDW 381317106 05/03/06 03/02/06 Annual 1.3 M Elect Director Herbert M. Sandler For For Golden West Financial Corp. GDW 381317106 05/03/06 03/02/06 Annual 2 M Ratify Auditors For For Gannett Co., Inc. GCI 364730101 04/18/06 02/24/06 Annual 1.1 M Elect Director Marjorie Magner For For Gannett Co., Inc. GCI 364730101 04/18/06 02/24/06 Annual 1.2 M Elect Director Duncan M. McFarland For For Elect Director Karen Hastie Gannett Co., Inc. GCI 364730101 04/18/06 02/24/06 Annual 1.3 M Williams For For Gannett Co., Inc. GCI 364730101 04/18/06 02/24/06 Annual 2 M Ratify Auditors For For Gannett Co., Inc. GCI 364730101 04/18/06 02/24/06 Annual 3 M Approve Omnibus Stock Plan For For Gannett Co., Inc. GCI 364730101 04/18/06 02/24/06 Annual 4 S Declassify the Board of Directors AgainstAgainst Separate Chairman and CEO Gannett Co., Inc. GCI 364730101 04/18/06 02/24/06 Annual 5 S Positions AgainstAgainst Dover Corp. DOV 260003108 04/18/06 02/28/06 Annual 1.1 M Elect Director D.H. Benson For For Dover Corp. DOV 260003108 04/18/06 02/28/06 Annual 1.2 M Elect Director R.W. Cremin For For Dover Corp. DOV 260003108 04/18/06 02/28/06 Annual 1.3 M Elect Director J-P.M. Ergas For For Dover Corp. DOV 260003108 04/18/06 02/28/06 Annual 1.4 M Elect Director K.C. Graham For For Dover Corp. DOV 260003108 04/18/06 02/28/06 Annual 1.5 M Elect Director R.L. Hoffman For For Dover Corp. DOV 260003108 04/18/06 02/28/06 Annual 1.6 M Elect Director J.L. Koley For For Dover Corp. DOV 260003108 04/18/06 02/28/06 Annual 1.7 M Elect Director R.K. Lochridge For For Dover Corp. DOV 260003108 04/18/06 02/28/06 Annual 1.8 M Elect Director T.L. Reece For For Dover Corp. DOV 260003108 04/18/06 02/28/06 Annual 1.9 M Elect Director B.G. Rethore For For Dover Corp. DOV 260003108 04/18/06 02/28/06 Annual 1.10 M Elect Director M.B. Stubbs For For Dover Corp. DOV 260003108 04/18/06 02/28/06 Annual 1.11 M Elect Director M.A. Winston For For Dover Corp. DOV 260003108 04/18/06 02/28/06 Annual 2 M Other Business For Against Elect Director William F. AT&T Inc T 00206R102 04/28/06 03/01/06 Annual 1.1 M Aldinger, III For For AT&T Inc T 00206R102 04/28/06 03/01/06 Annual 1.2 M Elect Director Gilbert F. Amelio For For Elect Director August A. Busch, AT&T Inc T 00206R102 04/28/06 03/01/06 Annual 1.3 M III For Withhol AT&T Inc T 00206R102 04/28/06 03/01/06 Annual 1.4 M Elect Director Martin K. Eby, Jr. For For AT&T Inc T 00206R102 04/28/06 03/01/06 Annual 1.5 M Elect Director James A. Henderson For For AT&T Inc T 00206R102 04/28/06 03/01/06 Annual 1.6 M Elect Director Charles F. Knight For For AT&T Inc T 00206R102 04/28/06 03/01/06 Annual 1.7 M Elect Director Jon C. Madonna For For AT&T Inc T 00206R102 04/28/06 03/01/06 Annual 1.8 M Elect Director Lynn M. Martin For For AT&T Inc T 00206R102 04/28/06 03/01/06 Annual 1.9 M Elect Director John B. McCoy For For AT&T Inc T 00206R102 04/28/06 03/01/06 Annual 1.10 M Elect Director Mary S. Metz For For AT&T Inc T 00206R102 04/28/06 03/01/06 Annual 1.11 M Elect Director Toni Rembe For For AT&T Inc T 00206R102 04/28/06 03/01/06 Annual 1.12 M Elect Director S. Donley Ritchey For For AT&T Inc T 00206R102 04/28/06 03/01/06 Annual 1.13 M Elect Director Joyce M. Roche For Withhol Elect Director Randall L. AT&T Inc T 00206R102 04/28/06 03/01/06 Annual 1.14 M Stephenson For For Elect Director Laura D'Andrea AT&T Inc T 00206R102 04/28/06 03/01/06 Annual 1.15 M Tyson For For AT&T Inc T 00206R102 04/28/06 03/01/06 Annual 1.16 M Elect Director Patricia P. Upton For For Elect Director Edward E. AT&T Inc T 00206R102 04/28/06 03/01/06 Annual 1.17 M Whitacre, Jr. For For AT&T Inc T 00206R102 04/28/06 03/01/06 Annual 2 M Ratify Auditors For For AT&T Inc T 00206R102 04/28/06 03/01/06 Annual 3 M Approve Omnibus Stock Plan For For Amend AT&T Inc T 00206R102 04/28/06 03/01/06 Annual 4 M Articles/Bylaws/Charter-Non-Routine For For AT&T Inc T 00206R102 04/28/06 03/01/06 Annual 5 S Report on Political Contributions AgainstAgainst Separate Chairman and CEO AT&T Inc T 00206R102 04/28/06 03/01/06 Annual 6 S Positions AgainstFor AT&T Inc T 00206R102 04/28/06 03/01/06 Annual 7 S Report on Pay Disparity AgainstAgainst AT&T Inc T 00206R102 04/28/06 03/01/06 Annual 8 S Non-Employee Director Compensation AgainstAgainst Submit Severance Agreement (Change in Control) to AT&T Inc T 00206R102 04/28/06 03/01/06 Annual 9 S shareholder Vote AgainstFor Adopt Simple Majority Vote AT&T Inc T 00206R102 04/28/06 03/01/06 Annual 10 S Requirement AgainstFor United States Steel Corp. X 912909108 04/25/06 02/24/06 Annual 1.1 M Elect Director J. Gary Cooper For For United States Steel Corp. X 912909108 04/25/06 02/24/06 Annual 1.2 M Elect Director Frank J. Lucchino For For United States Steel Corp. X 912909108 04/25/06 02/24/06 Annual 1.3 M Elect Director Seth E. Schofield For For United States Steel Corp. X 912909108 04/25/06 02/24/06 Annual 1.4 M Elect Director John P. Suma For For United States Steel Corp. X 912909108 04/25/06 02/24/06 Annual 2 M Ratify Auditors For For Merrill Lynch & Co., Inc. MER 590188108 04/28/06 02/27/06 Annual 1.1 M Elect Director Alberto Cribiore For For Merrill Lynch & Co., Inc. MER 590188108 04/28/06 02/27/06 Annual 1.2 M Elect Director Aulana L. Peters For For Merrill Lynch & Co., Inc. MER 590188108 04/28/06 02/27/06 Annual 1.3 M Elect Director Charles O. Rossotti For For Merrill Lynch & Co., Inc. MER 590188108 04/28/06 02/27/06 Annual 2 M Ratify Auditors For For Merrill Lynch & Co., Restore or Provide for Cumulative Inc. MER 590188108 04/28/06 02/27/06 Annual 3 S Voting AgainstFor Merrill Lynch & Co., Compensation- Director Inc. MER 590188108 04/28/06 02/27/06 Annual 4 S Compensation AgainstAgainst Merrill Lynch & Co., Inc. MER 590188108 04/28/06 02/27/06 Annual 5 S Review Executive Compensation AgainstAgainst The Black & Decker Corp. BDK 091797100 04/20/06 02/21/06 Annual 1.1 M Elect Director N.D. Archibald For For The Black & Decker Corp. BDK 091797100 04/20/06 02/21/06 Annual 1.2 M Elect Director N.R. Augustine For For The Black & Decker Corp. BDK 091797100 04/20/06 02/21/06 Annual 1.3 M Elect Director B.L. Bowles For For The Black & Decker Corp. BDK 091797100 04/20/06 02/21/06 Annual 1.4 M Elect Director G.W. Buckley For For The Black & Decker Corp. BDK 091797100 04/20/06 02/21/06 Annual 1.5 M Elect Director M.A. Burns For For The Black & Decker Corp. BDK 091797100 04/20/06 02/21/06 Annual 1.6 M Elect Director K.B. Clark For For The Black & Decker Corp. BDK 091797100 04/20/06 02/21/06 Annual 1.7 M Elect Director M.A. Fernandez For For The Black & Decker Corp. BDK 091797100 04/20/06 02/21/06 Annual 1.8 M Elect Director B.H. Griswold, Iv For For The Black & Decker Corp. BDK 091797100 04/20/06 02/21/06 Annual 1.9 M Elect Director A. Luiso For For The Black & Decker Corp. BDK 091797100 04/20/06 02/21/06 Annual 1.10 M Elect Director R.L. Ryan For For The Black & Decker Corp. BDK 091797100 04/20/06 02/21/06 Annual 1.11 M Elect Director M.H. Willes For For The Black & Decker Corp. BDK 091797100 04/20/06 02/21/06 Annual 2 M Ratify Auditors For For The Black & Decker Performance-Based and/or Corp. BDK 091797100 04/20/06 02/21/06 Annual 3 S Time-Based Equity Awards AgainstFor Apple Computer, Inc. AAPL 037833100 04/27/06 02/28/06 Annual 1.1 M Elect Director Fred D. Anderson For For Apple Computer, Inc. AAPL 037833100 04/27/06 02/28/06 Annual 1.2 M Elect Director William V. Campbell For For Apple Computer, Inc. AAPL 037833100 04/27/06 02/28/06 Annual 1.3 M Elect Director Millard S. Drexler For For Apple Computer, Inc. AAPL 037833100 04/27/06 02/28/06 Annual 1.4 M Elect Director Albert A. Gore, Jr. For For Apple Computer, Inc. AAPL 037833100 04/27/06 02/28/06 Annual 1.5 M Elect Director Steven P. Jobs For For Elect Director Arthur D. Apple Computer, Inc. AAPL 037833100 04/27/06 02/28/06 Annual 1.6 M Levinson, Ph.D. For For Apple Computer, Inc. AAPL 037833100 04/27/06 02/28/06 Annual 1.7 M Elect Director Jerome B. York For For Apple Computer, Inc. AAPL 037833100 04/27/06 02/28/06 Annual 2 M Ratify Auditors For For Report on Computer Recycling Apple Computer, Inc. AAPL 037833100 04/27/06 02/28/06 Annual 3 S Policy AgainstAgainst Weyerhaeuser Co. WY 962166104 04/20/06 02/24/06 Annual 1.1 M Elect Director Richard F. Haskayne For For Elect Director Donald F. Weyerhaeuser Co. WY 962166104 04/20/06 02/24/06 Annual 1.2 M Mazankowski For For Weyerhaeuser Co. WY 962166104 04/20/06 02/24/06 Annual 1.3 M Elect Director Nicole W. Piasecki For For Require a Majority Vote for the Weyerhaeuser Co. WY 962166104 04/20/06 02/24/06 Annual 2 S Election of Directors AgainstFor Adopt Simple Majority Vote Weyerhaeuser Co. WY 962166104 04/20/06 02/24/06 Annual 3 S Requirement AgainstFor Performance-Based and/or Weyerhaeuser Co. WY 962166104 04/20/06 02/24/06 Annual 4 S Time-Based Equity Awards AgainstAgainst Report on Feasibility of Earning Forest Stewardship Council Weyerhaeuser Co. WY 962166104 04/20/06 02/24/06 Annual 5 S Certification AgainstAgainst Separate Chairman and CEO Weyerhaeuser Co. WY 962166104 04/20/06 02/24/06 Annual 6 S Positions AgainstAgainst Weyerhaeuser Co. WY 962166104 04/20/06 02/24/06 Annual 7 M Ratify Auditors For For Honeywell International, Inc. HON 438516106 04/24/06 02/24/06 Annual 1.1 M Elect Director Gordon M. Bethune For For Honeywell International, Inc. HON 438516106 04/24/06 02/24/06 Annual 1.2 M Elect Director Jaime Chico Pardo For For Honeywell International, Inc. HON 438516106 04/24/06 02/24/06 Annual 1.3 M Elect Director David M. Cote For For Honeywell International, Inc. HON 438516106 04/24/06 02/24/06 Annual 1.4 M Elect Director D. Scott Davis For For Honeywell International, Inc. HON 438516106 04/24/06 02/24/06 Annual 1.5 M Elect Director Linnet F. Deily For For Honeywell International, Inc. HON 438516106 04/24/06 02/24/06 Annual 1.6 M Elect Director Clive R. Hollick For For Honeywell International, Inc. HON 438516106 04/24/06 02/24/06 Annual 1.7 M Elect Director James J. Howard For For Honeywell International, Inc. HON 438516106 04/24/06 02/24/06 Annual 1.8 M Elect Director Bruce Karatz For For Honeywell International, Inc. HON 438516106 04/24/06 02/24/06 Annual 1.9 M Elect Director Russell E. Palmer For For Honeywell International, Inc. HON 438516106 04/24/06 02/24/06 Annual 1.10 M Elect Director Ivan G. Seidenberg For For Honeywell International, Inc. HON 438516106 04/24/06 02/24/06 Annual 1.11 M Elect Director Bradley T. Sheares For For Honeywell International, Inc. HON 438516106 04/24/06 02/24/06 Annual 1.12 M Elect Director Eric K. Shinseki For For Honeywell International, Inc. HON 438516106 04/24/06 02/24/06 Annual 1.13 M Elect Director John R. Stafford For Withhol Honeywell International, Inc. HON 438516106 04/24/06 02/24/06 Annual 1.14 M Elect Director Michael W. Wright For For Honeywell International, Inc. HON 438516106 04/24/06 02/24/06 Annual 2 M Ratify Auditors For For Honeywell International, Inc. HON 438516106 04/24/06 02/24/06 Annual 3 M Approve Omnibus Stock Plan For For Honeywell Approve Non-Employee Director International, Inc. HON 438516106 04/24/06 02/24/06 Annual 4 M Omnibus Stock Plan For For Honeywell Require a Majority Vote for the International, Inc. HON 438516106 04/24/06 02/24/06 Annual 5 S Election of Directors AgainstAgainst Honeywell Compensation- Director International, Inc. HON 438516106 04/24/06 02/24/06 Annual 6 S Compensation AgainstAgainst Honeywell Claw-back of Payments under International, Inc. HON 438516106 04/24/06 02/24/06 Annual 7 S Restatements AgainstAgainst Honeywell Report on Public Welfare International, Inc. HON 438516106 04/24/06 02/24/06 Annual 8 S Initiative AgainstAgainst Honeywell Eliminate or Restrict Severance International, Inc. HON 438516106 04/24/06 02/24/06 Annual 9 S Agreements (Change-in-Control) AgainstAgainst Synovus Financial Corp. SNV 87161C105 04/27/06 02/21/06 Annual 1.1 M Elect Director Richard Y. Bradley For Withhol Synovus Financial Corp. SNV 87161C105 04/27/06 02/21/06 Annual 1.2 M Elect Director Frank W. Brumley For For Synovus Financial Corp. SNV 87161C105 04/27/06 02/21/06 Annual 1.3 M Elect Director Elizabeth W. Camp For For Synovus Financial Corp. SNV 87161C105 04/27/06 02/21/06 Annual 1.4 M Elect Director T. Michael Goodrich For For Synovus Financial Corp. SNV 87161C105 04/27/06 02/21/06 Annual 1.5 M Elect Director John P. Illges, III For For Synovus Financial Corp. SNV 87161C105 04/27/06 02/21/06 Annual 1.6 M Elect Director J. Neal Purcell For For Synovus Financial Elect Director William B. Turner, Corp. SNV 87161C105 04/27/06 02/21/06 Annual 1.7 M Jr. For Withhol Synovus Financial Corp. SNV 87161C105 04/27/06 02/21/06 Annual 2 M Declassify the Board of Directors For For Synovus Financial Approve Executive Incentive Bonus Corp. SNV 87161C105 04/27/06 02/21/06 Annual 3 M Plan For For Synovus Financial Corp. SNV 87161C105 04/27/06 02/21/06 Annual 4 M Ratify Auditors For For Synovus Financial Require a Majority Vote for the Corp. SNV 87161C105 04/27/06 02/21/06 Annual 5 S Election of Directors AgainstAgainst State Street Corp. (Boston) STT 857477103 04/19/06 02/24/06 Annual 1.1 M Elect Director T. Albright For For State Street Corp. (Boston) STT 857477103 04/19/06 02/24/06 Annual 1.2 M Elect Director K. Burnes For For State Street Corp. (Boston) STT 857477103 04/19/06 02/24/06 Annual 1.3 M Elect Director N. Darehshori For For State Street Corp. (Boston) STT 857477103 04/19/06 02/24/06 Annual 1.4 M Elect Director A. Goldstein For For State Street Corp. (Boston) STT 857477103 04/19/06 02/24/06 Annual 1.5 M Elect Director D. Gruber For For State Street Corp. (Boston) STT 857477103 04/19/06 02/24/06 Annual 1.6 M Elect Director L. Hill For For State Street Corp. (Boston) STT 857477103 04/19/06 02/24/06 Annual 1.7 M Elect Director C. LaMantia For For State Street Corp. (Boston) STT 857477103 04/19/06 02/24/06 Annual 1.8 M Elect Director R. Logue For For State Street Corp. (Boston) STT 857477103 04/19/06 02/24/06 Annual 1.9 M Elect Director R. Sergel For For State Street Corp. (Boston) STT 857477103 04/19/06 02/24/06 Annual 1.10 M Elect Director R. Skates For For State Street Corp. (Boston) STT 857477103 04/19/06 02/24/06 Annual 1.11 M Elect Director G. Summe For For State Street Corp. (Boston) STT 857477103 04/19/06 02/24/06 Annual 1.12 M Elect Director D. Walsh For For State Street Corp. (Boston) STT 857477103 04/19/06 02/24/06 Annual 1.13 M Elect Director R. Weissman For For State Street Corp. (Boston) STT 857477103 04/19/06 02/24/06 Annual 2 M Ratify Auditors For For State Street Corp. (Boston) STT 857477103 04/19/06 02/24/06 Annual 3 M Approve Omnibus Stock Plan For For State Street Corp. Amend Executive Incentive Bonus (Boston) STT 857477103 04/19/06 02/24/06 Annual 4 M Plan For For State Street Corp. Submit Shareholder Rights Plan (Boston) STT 857477103 04/19/06 02/24/06 Annual 5 S (Poison Pill) to Shareholder Vote AgainstFor Northern Trust Corp. NTRS 665859104 04/18/06 02/27/06 Annual 1.1 M Elect Director Duane L. Burnham For For Northern Trust Corp. NTRS 665859104 04/18/06 02/27/06 Annual 1.2 M Elect Director Linda Walker Bynoe For For Northern Trust Corp. NTRS 665859104 04/18/06 02/27/06 Annual 1.3 M Elect Director Susan Crown For For Northern Trust Corp. NTRS 665859104 04/18/06 02/27/06 Annual 1.4 M Elect Director Dipak C. Jain For For Northern Trust Corp. NTRS 665859104 04/18/06 02/27/06 Annual 1.5 M Elect Director Arthur L. Kelly For For Northern Trust Corp. NTRS 665859104 04/18/06 02/27/06 Annual 1.6 M Elect Director Robert C. McCormack For For Northern Trust Corp. NTRS 665859104 04/18/06 02/27/06 Annual 1.7 M Elect Director Edward J. Mooney For For Northern Trust Corp. NTRS 665859104 04/18/06 02/27/06 Annual 1.8 M Elect Director William A. Osborn For For Northern Trust Corp. NTRS 665859104 04/18/06 02/27/06 Annual 1.9 M Elect Director John W. Rowe For For Northern Trust Corp. NTRS 665859104 04/18/06 02/27/06 Annual 1.10 M Elect Director Harold B. Smith For For Elect Director William D. Northern Trust Corp. NTRS 665859104 04/18/06 02/27/06 Annual 1.11 M Smithburg For For Elect Director Charles A. Northern Trust Corp. NTRS 665859104 04/18/06 02/27/06 Annual 1.12 M Tribbett, III For For Elect Director Frederick H. Northern Trust Corp. NTRS 665859104 04/18/06 02/27/06 Annual 1.13 M Waddell For For Northern Trust Corp. NTRS 665859104 04/18/06 02/27/06 Annual 2 M Ratify Auditors For For Northern Trust Corp. NTRS 665859104 04/18/06 02/27/06 Annual 3 M Eliminate Cumulative Voting For For Northern Trust Corp. NTRS 665859104 04/18/06 02/27/06 Annual 4 S Disclose Charitable Contributions AgainstAgainst Elect Director William H. Wachovia Corp. WB 929903102 04/18/06 02/22/06 Annual 1.1 M Goodwin, Jr. For For Wachovia Corp. WB 929903102 04/18/06 02/22/06 Annual 1.2 M Elect Director Robert A. Ingram For For Wachovia Corp. WB 929903102 04/18/06 02/22/06 Annual 1.3 M Elect Director Mackey J. McDonald For For Wachovia Corp. WB 929903102 04/18/06 02/22/06 Annual 1.4 M Elect Director Lanty L. Smith For For Wachovia Corp. WB 929903102 04/18/06 02/22/06 Annual 1.5 M Elect Director Ruth G. Shaw For For Wachovia Corp. WB 929903102 04/18/06 02/22/06 Annual 1.6 M Elect Director Ernest S. Rady For For Wachovia Corp. WB 929903102 04/18/06 02/22/06 Annual 2 M Ratify Auditors For For Submit Severance Agreement (Change in Control) to Wachovia Corp. WB 929903102 04/18/06 02/22/06 Annual 3 S shareholder Vote AgainstAgainst Wachovia Corp. WB 929903102 04/18/06 02/22/06 Annual 4 S Report on Political Contributions AgainstAgainst Separate Chairman and CEO Wachovia Corp. WB 929903102 04/18/06 02/22/06 Annual 5 S Positions AgainstAgainst Require a Majority Vote for the Wachovia Corp. WB 929903102 04/18/06 02/22/06 Annual 6 S Election of Directors AgainstAgainst Coca-Cola Enterprises Inc. CCE 191219104 04/28/06 03/01/06 Annual 1.1 M Elect Director Calvin Darden For For Coca-Cola Enterprises Elect Director J. Alexander M. Inc. CCE 191219104 04/28/06 03/01/06 Annual 1.2 M Douglas Jr. For For Coca-Cola Enterprises Inc. CCE 191219104 04/28/06 03/01/06 Annual 1.3 M Elect Director Marvin J. Herb For For Coca-Cola Enterprises Inc. CCE 191219104 04/28/06 03/01/06 Annual 1.4 M Elect Director Donna A. James For For Coca-Cola Enterprises Inc. CCE 191219104 04/28/06 03/01/06 Annual 1.5 M Elect Director Lowry F. Kline For For Coca-Cola Enterprises Inc. CCE 191219104 04/28/06 03/01/06 Annual 2 M Ratify Auditors For For Coca-Cola Enterprises Eliminate or Restrict Severance Inc. CCE 191219104 04/28/06 03/01/06 Annual 3 S Agreements (Change-in-Control) AgainstFor Wendy's International, Inc. WEN 950590109 04/27/06 03/06/06 Annual 1.1 M Elect Director James V. Pickett For For Wendy's International, Inc. WEN 950590109 04/27/06 03/06/06 Annual 1.2 M Elect Director Thomas F. Keller For For Wendy's International, Inc. WEN 950590109 04/27/06 03/06/06 Annual 1.3 M Elect Director David P. Lauer For For Wendy's International, Inc. WEN 950590109 04/27/06 03/06/06 Annual 1.4 M Elect Director James F. Millar For For Wendy's International, Inc. WEN 950590109 04/27/06 03/06/06 Annual 1.5 M Elect Director Peter H. Rothschild For For Wendy's International, Inc. WEN 950590109 04/27/06 03/06/06 Annual 2 M Ratify Auditors For For Wendy's International, Label Genetically Modified Inc. WEN 950590109 04/27/06 03/06/06 Annual 3 S Organisms AgainstAgainst Wendy's International, Inc. WEN 950590109 04/27/06 03/06/06 Annual 4 S Prepare Sustainability Report AgainstAgainst Schlumberger Ltd. SLB 806857108 04/12/06 03/01/06 Annual 1.1 M Elect Director J. Deutch For For Schlumberger Ltd. SLB 806857108 04/12/06 03/01/06 Annual 1.2 M Elect Director J.S. Gorelick For For Schlumberger Ltd. SLB 806857108 04/12/06 03/01/06 Annual 1.3 M Elect Director A. Gould For For Schlumberger Ltd. SLB 806857108 04/12/06 03/01/06 Annual 1.4 M Elect Director T. Isaac For For Schlumberger Ltd. SLB 806857108 04/12/06 03/01/06 Annual 1.5 M Elect Director A. Lajous For For Schlumberger Ltd. SLB 806857108 04/12/06 03/01/06 Annual 1.6 M Elect Director A. Levy-Lang For For Schlumberger Ltd. SLB 806857108 04/12/06 03/01/06 Annual 1.7 M Elect Director M.E. Marks For For Schlumberger Ltd. SLB 806857108 04/12/06 03/01/06 Annual 1.8 M Elect Director D. Primat For For Schlumberger Ltd. SLB 806857108 04/12/06 03/01/06 Annual 1.9 M Elect Director T.I. Sandvold For For Schlumberger Ltd. SLB 806857108 04/12/06 03/01/06 Annual 1.10 M Elect Director N. Seydoux For For Schlumberger Ltd. SLB 806857108 04/12/06 03/01/06 Annual 1.11 M Elect Director L.G. Stuntz For For Schlumberger Ltd. SLB 806857108 04/12/06 03/01/06 Annual 1.12 M Elect Director R. Talwar For For Schlumberger ADOPTION AND APPROVAL OF Ltd. SLB 806857108 04/12/06 03/01/06 Annual 2 M FINANCIALS AND DIVIDENDS For For Schlumberger ADOPTION OF AMENDMENT TO THE Ltd. SLB 806857108 04/12/06 03/01/06 Annual 3 M ARTICLES OF INCORPORATION For For APPROVAL OF AMENDMENT AND Schlumberger RESTATEMENT OF THE SCHLUMBERGER Ltd. SLB 806857108 04/12/06 03/01/06 Annual 4 M 2005 STOCK OPTION PLAN For For Schlumberger APPROVAL OF INDEPENDENT Ltd. SLB 806857108 04/12/06 03/01/06 Annual 5 M REGISTERED PUBLIC ACCOUNTING FIRM For For Elect Director C. Michael Citigroup Inc. C 172967101 04/18/06 02/24/06 Annual 1.1 M Armstrong For For Citigroup Inc. C 172967101 04/18/06 02/24/06 Annual 1.2 M Elect Director Alain J.P. Belda For For Citigroup Inc. C 172967101 04/18/06 02/24/06 Annual 1.3 M Elect Director George David For For Citigroup Inc. C 172967101 04/18/06 02/24/06 Annual 1.4 M Elect Director Kenneth T. Derr For For Citigroup Inc. C 172967101 04/18/06 02/24/06 Annual 1.5 M Elect Director John M. Deutch For For Elect Director Roberto Hernandez Citigroup Inc. C 172967101 04/18/06 02/24/06 Annual 1.6 M Ramirez For For Citigroup Inc. C 172967101 04/18/06 02/24/06 Annual 1.7 M Elect Director Ann Dibble Jordan For For Citigroup Inc. C 172967101 04/18/06 02/24/06 Annual 1.8 M Elect Director Klaus Kleinfeld For For Citigroup Inc. C 172967101 04/18/06 02/24/06 Annual 1.9 M Elect Director Andrew N. Liveris For For Citigroup Inc. C 172967101 04/18/06 02/24/06 Annual 1.10 M Elect Director Dudley C. Mecum For For Citigroup Inc. C 172967101 04/18/06 02/24/06 Annual 1.11 M Elect Director Anne M. Mulcahy For For Citigroup Inc. C 172967101 04/18/06 02/24/06 Annual 1.12 M Elect Director Richard D. Parsons For For Citigroup Inc. C 172967101 04/18/06 02/24/06 Annual 1.13 M Elect Director Charles Prince For For Citigroup Inc. C 172967101 04/18/06 02/24/06 Annual 1.14 M Elect Director Dr. Judith Rodin For For Citigroup Inc. C 172967101 04/18/06 02/24/06 Annual 1.15 M Elect Director Robert E. Rubin For For Citigroup Inc. C 172967101 04/18/06 02/24/06 Annual 1.16 M Elect Director Franklin A. Thomas For For Citigroup Inc. C 172967101 04/18/06 02/24/06 Annual 2 M Ratify Auditors For For Reduce Supermajority Vote Citigroup Inc. C 172967101 04/18/06 02/24/06 Annual 3 M Requirement For For Reduce Supermajority Vote Citigroup Inc. C 172967101 04/18/06 02/24/06 Annual 4 M Requirement For For Reduce Supermajority Vote Citigroup Inc. C 172967101 04/18/06 02/24/06 Annual 5 M Requirement For For End Issuance of Options and Citigroup Inc. C 172967101 04/18/06 02/24/06 Annual 6 S Prohibit Repricing AgainstAgainst Citigroup Inc. C 172967101 04/18/06 02/24/06 Annual 7 S Report on Political Contributions AgainstAgainst Citigroup Inc. C 172967101 04/18/06 02/24/06 Annual 8 S Report on Charitable Contributions AgainstAgainst Citigroup Inc. C 172967101 04/18/06 02/24/06 Annual 9 S Performance-Based Equity Awards AgainstFor Reimbursement of Expenses Citigroup Inc. C 172967101 04/18/06 02/24/06 Annual 10 S Incurred by Shareholder(s) AgainstAgainst Separate Chairman and CEO Citigroup Inc. C 172967101 04/18/06 02/24/06 Annual 11 S Positions AgainstFor Clawback of Payments Under Citigroup Inc. C 172967101 04/18/06 02/24/06 Annual 12 S Restatement AgainstAgainst Paccar Inc. PCAR 693718108 04/25/06 02/28/06 Annual 1.1 M Elect Director James C. Pigott For For Paccar Inc. PCAR 693718108 04/25/06 02/28/06 Annual 1.2 M Elect Director Mark C. Pigott For For Paccar Elect Director William G. Reed, Inc. PCAR 693718108 04/25/06 02/28/06 Annual 1.3 M Jr. For For Paccar Inc. PCAR 693718108 04/25/06 02/28/06 Annual 2 M Amend Omnibus Stock Plan For Against Paccar Amend Executive Incentive Bonus Inc. PCAR 693718108 04/25/06 02/28/06 Annual 3 M Plan For For Paccar Inc. PCAR 693718108 04/25/06 02/28/06 Annual 4 S Declassify the Board of Directors AgainstAgainst Paccar Require a Majority Vote for the Inc. PCAR 693718108 04/25/06 02/28/06 Annual 5 S Election of Directors AgainstFor Newmont Mining Corp. (Holding Company) NEM 651639106 04/25/06 03/01/06 Annual 1.1 M Elect Director Glen A. Barton For For Newmont Mining Corp. (Holding Company) NEM 651639106 04/25/06 03/01/06 Annual 1.2 M Elect Director Vincent A. Calarco For For Newmont Mining Corp. (Holding Company) NEM 651639106 04/25/06 03/01/06 Annual 1.3 M Elect Director Noreen Doyle For For Newmont Mining Corp. (Holding Company) NEM 651639106 04/25/06 03/01/06 Annual 1.4 M Elect Director Veronica M. Hagen For For Newmont Mining Corp. (Holding Company) NEM 651639106 04/25/06 03/01/06 Annual 1.5 M Elect Director Michael S. Hamson For For Newmont Mining Corp. (Holding Company) NEM 651639106 04/25/06 03/01/06 Annual 1.6 M Elect Director Leo I. Higdon, Jr. For For Newmont Mining Corp. (Holding Company) NEM 651639106 04/25/06 03/01/06 Annual 1.7 M Elect Director Pierre Lassonde For For Newmont Mining Corp. (Holding Company) NEM 651639106 04/25/06 03/01/06 Annual 1.8 M Elect Director Robert J. Miller For For Newmont Mining Corp. (Holding Company) NEM 651639106 04/25/06 03/01/06 Annual 1.9 M Elect Director Wayne W. Murdy For For Newmont Mining Corp. (Holding Company) NEM 651639106 04/25/06 03/01/06 Annual 1.10 M Elect Director Robin A. Plumbridge For For Newmont Mining Corp. (Holding Company) NEM 651639106 04/25/06 03/01/06 Annual 1.11 M Elect Director John B. Prescott For For Newmont Mining Corp. (Holding Company) NEM 651639106 04/25/06 03/01/06 Annual 1.12 M Elect Director Donald C. Roth For For Newmont Mining Corp. (Holding Company) NEM 651639106 04/25/06 03/01/06 Annual 1.13 M Elect Director Seymour Schulich For For Newmont Mining Corp. (Holding Company) NEM 651639106 04/25/06 03/01/06 Annual 1.14 M Elect Director James V. Taranik For For Newmont Mining Corp. (Holding Company) NEM 651639106 04/25/06 03/01/06 Annual 2 M Ratify Auditors For For Newmont Mining Corp. Provide for an Independent (Holding Company) NEM 651639106 04/25/06 03/01/06 Annual 3 S Chairman AgainstFor Altria Group, Inc. MO 02209S103 04/27/06 03/06/06 Annual 1.1 M Elect Director Elizabeth E. Bailey For For Altria Group, Inc. MO 02209S103 04/27/06 03/06/06 Annual 1.2 M Elect Director Harold Brown For For Elect Director Mathis Altria Group, Inc. MO 02209S103 04/27/06 03/06/06 Annual 1.3 M Cabiallavetta For For Altria Group, Inc. MO 02209S103 04/27/06 03/06/06 Annual 1.4 M Elect Director Louis C. Camilleri For For Altria Group, Inc. MO 02209S103 04/27/06 03/06/06 Annual 1.5 M Elect Director J. Dudley Fishburn For For Elect Director Robert E. R. Altria Group, Inc. MO 02209S103 04/27/06 03/06/06 Annual 1.6 M Huntley For For Altria Group, Inc. MO 02209S103 04/27/06 03/06/06 Annual 1.7 M Elect Director Thomas W. Jones For For Altria Group, Inc. MO 02209S103 04/27/06 03/06/06 Annual 1.8 M Elect Director George Munoz For For Altria Group, Inc. MO 02209S103 04/27/06 03/06/06 Annual 1.9 M Elect Director Lucio A. Noto For For Altria Group, Inc. MO 02209S103 04/27/06 03/06/06 Annual 1.10 M Elect Director John S. Reed For For Altria Group, Inc. MO 02209S103 04/27/06 03/06/06 Annual 1.11 M Elect Director Stephen M. Wolf For For Altria Group, Inc. MO 02209S103 04/27/06 03/06/06 Annual 2 M Ratify Auditors For For Separate Chairman and CEO Altria Group, Inc. MO 02209S103 04/27/06 03/06/06 Annual 3 S Positions AgainstAgainst Altria Group, Inc. MO 02209S103 04/27/06 03/06/06 Annual 4 S Adopt ILO Standards AgainstAgainst Inform African Americans of Health Risks Associated with Altria Group, Inc. MO 02209S103 04/27/06 03/06/06 Annual 5 S Menthol Cigarettes AgainstAgainst Establish Fire Safety Standards Altria Group, Inc. MO 02209S103 04/27/06 03/06/06 Annual 6 S for Cigarettes AgainstAgainst Altria Group, Inc. MO 02209S103 04/27/06 03/06/06 Annual 7 S Adopt Animal Welfare Policy AgainstAgainst Support Legislation to Reduce Altria Group, Inc. MO 02209S103 04/27/06 03/06/06 Annual 8 S Smoking AgainstAgainst Provide Information on Second Altria Group, Inc. MO 02209S103 04/27/06 03/06/06 Annual 9 S Hand Smoke AgainstAgainst Clear Channel Communications, Inc. CCU 184502102 04/26/06 03/10/06 Annual 1.1 M Elect Director Alan D. Feld For For Clear Channel Communications, Inc. CCU 184502102 04/26/06 03/10/06 Annual 1.2 M Elect Director Perry J. Lewis For For Clear Channel Communications, Inc. CCU 184502102 04/26/06 03/10/06 Annual 1.3 M Elect Director L. Lowry Mays For For Clear Channel Communications, Inc. CCU 184502102 04/26/06 03/10/06 Annual 1.4 M Elect Director Mark P. Mays For For Clear Channel Communications, Inc. CCU 184502102 04/26/06 03/10/06 Annual 1.5 M Elect Director Randall T. Mays For For Clear Channel Communications, Inc. CCU 184502102 04/26/06 03/10/06 Annual 1.6 M Elect Director B. J. McCombs For For Clear Channel Communications, Inc. CCU 184502102 04/26/06 03/10/06 Annual 1.7 M Elect Director Phyllis B. Riggins For For Clear Channel Communications, Inc. CCU 184502102 04/26/06 03/10/06 Annual 1.8 M Elect Director Theodore H. Strauss For For Clear Channel Communications, Inc. CCU 184502102 04/26/06 03/10/06 Annual 1.9 M Elect Director J. C. Watts, Jr. For For Clear Channel Communications, Inc. CCU 184502102 04/26/06 03/10/06 Annual 1.10 M Elect Director John H. Williams For Withhol Clear Channel Communications, Inc. CCU 184502102 04/26/06 03/10/06 Annual 1.11 M Elect Director John B. Zachry For For Clear Channel Communications, Inc. CCU 184502102 04/26/06 03/10/06 Annual 2 M Ratify Auditors For For Clear Channel Communications, Inc. CCU 184502102 04/26/06 03/10/06 Annual 3 S Report on Political Contributions AgainstAgainst Clear Channel Communications, Inc. CCU 184502102 04/26/06 03/10/06 Annual 4 S Establish a Compensation Committee AgainstFor Sigma-Aldrich Corp. SIAL 826552101 05/02/06 03/03/06 Annual 1.1 M Elect Director Nina V. Fedoroff For For Sigma-Aldrich Corp. SIAL 826552101 05/02/06 03/03/06 Annual 1.2 M Elect Director David R. Harvey For For Sigma-Aldrich Corp. SIAL 826552101 05/02/06 03/03/06 Annual 1.3 M Elect Director W. Lee McCollum For For Sigma-Aldrich Corp. SIAL 826552101 05/02/06 03/03/06 Annual 1.4 M Elect Director Jai P. Nagarkatti For For Sigma-Aldrich Corp. SIAL 826552101 05/02/06 03/03/06 Annual 1.5 M Elect Director Avi M. Nash For For Elect Director William C. O'Neil, Sigma-Aldrich Corp. SIAL 826552101 05/02/06 03/03/06 Annual 1.6 M Jr. For For Sigma-Aldrich Corp. SIAL 826552101 05/02/06 03/03/06 Annual 1.7 M Elect Director J. Pedro Reinhard For For Sigma-Aldrich Corp. SIAL 826552101 05/02/06 03/03/06 Annual 1.8 M Elect Director Timothy R.G. Sear For For Sigma-Aldrich Corp. SIAL 826552101 05/02/06 03/03/06 Annual 1.9 M Elect Director D. Dean Spatz For For Sigma-Aldrich Corp. SIAL 826552101 05/02/06 03/03/06 Annual 1.10 M Elect Director Barrett A. Toan For For Sigma-Aldrich Corp. SIAL 826552101 05/02/06 03/03/06 Annual 2 M Ratify Auditor For For Sigma-Aldrich Corp. SIAL 826552101 05/02/06 03/03/06 Annual 3 M Amend Omnibus Stock Plan For For Harrah's Entertainment, Inc. HET 413619107 04/25/06 02/27/06 Annual 1.1 M Elect Director Charles L. Atwood For For Harrah's Entertainment, Inc. HET 413619107 04/25/06 02/27/06 Annual 1.2 M Elect Director R. Brad Martin For For Harrah's Entertainment, Inc. HET 413619107 04/25/06 02/27/06 Annual 1.3 M Elect Director Gary G. Michael For For Harrah's Entertainment, Inc. HET 413619107 04/25/06 02/27/06 Annual 2 M Amend Omnibus Stock Plan For For Harrah's Entertainment, Inc. HET 413619107 04/25/06 02/27/06 Annual 3 M Ratify Auditors For For Dominion Resources, Inc. D 25746U109 04/28/06 02/24/06 Annual 1.1 M Elect Director Peter W. Brown For For Dominion Resources, Inc. D 25746U109 04/28/06 02/24/06 Annual 1.2 M Elect Director Ronald J. Calise For For Dominion Resources, Inc. D 25746U109 04/28/06 02/24/06 Annual 1.3 M Elect Director Thos. E. Capps For For Dominion Resources, Elect Director George A. Inc. D 25746U109 04/28/06 02/24/06 Annual 1.4 M Davidson, Jr. For For Dominion Resources, Elect Director Thomas F. Farrell, Inc. D 25746U109 04/28/06 02/24/06 Annual 1.5 M II For For Dominion Resources, Inc. D 25746U109 04/28/06 02/24/06 Annual 1.6 M Elect Director John W. Harris For For Dominion Resources, Elect Director Robert S. Jepson, Inc. D 25746U109 04/28/06 02/24/06 Annual 1.7 M Jr. For For Dominion Resources, Inc. D 25746U109 04/28/06 02/24/06 Annual 1.8 M Elect Director Mark J. Kington For For Dominion Resources, Elect Director Benjamin J. Inc. D 25746U109 04/28/06 02/24/06 Annual 1.9 M Lambert, III For For Dominion Resources, Elect Director Richard L. Inc. D 25746U109 04/28/06 02/24/06 Annual 1.10 M Leatherwood For For Dominion Resources, Inc. D 25746U109 04/28/06 02/24/06 Annual 1.11 M Elect Director Margaret A. McKenna For For Dominion Resources, Elect Director Frank S. Royal, Inc. D 25746U109 04/28/06 02/24/06 Annual 1.12 M M.D. For For Dominion Resources, Inc. D 25746U109 04/28/06 02/24/06 Annual 1.13 M Elect Director S. Dallas Simmons For For Dominion Resources, Inc. D 25746U109 04/28/06 02/24/06 Annual 1.14 M Elect Director David A. Wollard For For Dominion Resources, Inc. D 25746U109 04/28/06 02/24/06 Annual 2 M Ratify Auditors For For Dominion Resources, Require a Majority Vote for the Inc. D 25746U109 04/28/06 02/24/06 Annual 3 S Election of Directors AgainstFor Dominion Resources, Inc. D 25746U109 04/28/06 02/24/06 Annual 4 S Report on Greenhouse Gas Emissions AgainstAgainst Submit Supplemental Executive Dominion Resources, Retirement Plans to Shareholder Inc. D 25746U109 04/28/06 02/24/06 Annual 5 S vote AgainstAgainst American Electric Power Co. AEP 025537101 04/25/06 03/02/06 Annual 1.1 M Elect Director E.R. Brooks For For American Electric Power Co. AEP 025537101 04/25/06 03/02/06 Annual 1.2 M Elect Director D.M. Carlton For For American Electric Power Co. AEP 025537101 04/25/06 03/02/06 Annual 1.3 M Elect Director R.D. Crosby, Jr. For For American Electric Power Co. AEP 025537101 04/25/06 03/02/06 Annual 1.4 M Elect Director J.P. Desbarres For For American Electric Power Co. AEP 025537101 04/25/06 03/02/06 Annual 1.5 M Elect Director R.W. Fri For For American Electric Power Co. AEP 025537101 04/25/06 03/02/06 Annual 1.6 M Elect Director L.A. Goodspeed For For American Electric Power Co. AEP 025537101 04/25/06 03/02/06 Annual 1.7 M Elect Director W.R. Howell For For American Electric Power Co. AEP 025537101 04/25/06 03/02/06 Annual 1.8 M Elect Director L.A. Hudson For For American Electric Power Co. AEP 025537101 04/25/06 03/02/06 Annual 1.9 M Elect Director M.G. Morris For For American Electric Power Co. AEP 025537101 04/25/06 03/02/06 Annual 1.10 M Elect Director L.L. Nowell III For For American Electric Power Co. AEP 025537101 04/25/06 03/02/06 Annual 1.11 M Elect Director R.L. Sandor For For American Electric Power Co. AEP 025537101 04/25/06 03/02/06 Annual 1.12 M Elect Director D.G. Smith For For American Electric Power Co. AEP 025537101 04/25/06 03/02/06 Annual 1.13 M Elect Director K.D. Sullivan For For American Electric Power Co. AEP 025537101 04/25/06 03/02/06 Annual 2 M Ratify Auditors For For Burlington Northern Santa Fe Corp. BNI 12189T104 04/19/06 02/28/06 Annual 1.1 M Elect Director A.L. Boeckmann For For Burlington Northern Santa Fe Corp. BNI 12189T104 04/19/06 02/28/06 Annual 1.2 M Elect Director D.G. Cook For For Burlington Northern Santa Fe Corp. BNI 12189T104 04/19/06 02/28/06 Annual 1.3 M Elect Director V.S. Martinez For For Burlington Northern Santa Fe Corp. BNI 12189T104 04/19/06 02/28/06 Annual 1.4 M Elect Director M.F. Racicot For For Burlington Northern Santa Fe Corp. BNI 12189T104 04/19/06 02/28/06 Annual 1.5 M Elect Director R.S. Roberts For For Burlington Northern Santa Fe Corp. BNI 12189T104 04/19/06 02/28/06 Annual 1.6 M Elect Director M.K. Rose For For Burlington Northern Santa Fe Corp. BNI 12189T104 04/19/06 02/28/06 Annual 1.7 M Elect Director M.J. Shapiro For For Burlington Northern Santa Fe Corp. BNI 12189T104 04/19/06 02/28/06 Annual 1.8 M Elect Director J.C. Watts, Jr For For Burlington Northern Santa Fe Corp. BNI 12189T104 04/19/06 02/28/06 Annual 1.9 M Elect Director R.H. West For For Burlington Northern Santa Fe Corp. BNI 12189T104 04/19/06 02/28/06 Annual 1.10 M Elect Director J.S. Whisler For For Burlington Northern Santa Fe Corp. BNI 12189T104 04/19/06 02/28/06 Annual 1.11 M Elect Director E.E. Whitacre, Jr. For For Burlington Northern Santa Fe Corp. BNI 12189T104 04/19/06 02/28/06 Annual 2 M Ratify Auditors For For Burlington Northern Santa Fe Corp. BNI 12189T104 04/19/06 02/28/06 Annual 3 M Amend Omnibus Stock Plan For For Burlington Northern Amend Executive Incentive Bonus Santa Fe Corp. BNI 12189T104 04/19/06 02/28/06 Annual 4 M Plan For For Burlington Northern Require a Majority Vote for the Santa Fe Corp. BNI 12189T104 04/19/06 02/28/06 Annual 5 S Election of Directors AgainstAgainst Burlington Northern Separate Chairman and CEO Santa Fe Corp. BNI 12189T104 04/19/06 02/28/06 Annual 6 S Positions AgainstAgainst BB&T Corporation BBT 054937107 04/25/06 02/28/06 Annual 1 M Declassify the Board of Directors For For Amend Nomination Procedures for BB&T Corporation BBT 054937107 04/25/06 02/28/06 Annual 2 M the Board For For BB&T Corporation BBT 054937107 04/25/06 02/28/06 Annual 3.1 M Elect Director Jennifer S. Banner For For BB&T Corporation BBT 054937107 04/25/06 02/28/06 Annual 3.2 M Elect Director Nelle R. Chilton For For BB&T Corporation BBT 054937107 04/25/06 02/28/06 Annual 3.3 M Elect Director L. Vincent Hackley For For BB&T Corporation BBT 054937107 04/25/06 02/28/06 Annual 3.4 M Elect Director Jane P. Helm For For BB&T Corporation BBT 054937107 04/25/06 02/28/06 Annual 3.5 M Elect Director James H. Maynard For For BB&T Corporation BBT 054937107 04/25/06 02/28/06 Annual 3.6 M Elect Director E. Rhone Sasser For For Amend Executive Incentive Bonus BB&T Corporation BBT 054937107 04/25/06 02/28/06 Annual 4 M Plan For For BB&T Corporation BBT 054937107 04/25/06 02/28/06 Annual 5 M Ratify Auditors For For Johnson & Johnson JNJ 478160104 04/27/06 02/28/06 Annual 1.1 M Elect Director Mary S. Coleman For For Johnson & Johnson JNJ 478160104 04/27/06 02/28/06 Annual 1.2 M Elect Director James G. Cullen For For Johnson & Johnson JNJ 478160104 04/27/06 02/28/06 Annual 1.3 M Elect Director Robert J. Darretta For For Johnson & Johnson JNJ 478160104 04/27/06 02/28/06 Annual 1.4 M Elect Director Michael M. E. Johns For For Johnson & Johnson JNJ 478160104 04/27/06 02/28/06 Annual 1.5 M Elect Director Ann D. Jordan For For Johnson & Johnson JNJ 478160104 04/27/06 02/28/06 Annual 1.6 M Elect Director Arnold G. Langbo For For Johnson & Johnson JNJ 478160104 04/27/06 02/28/06 Annual 1.7 M Elect Director Susan L. Lindquist For For Johnson & Johnson JNJ 478160104 04/27/06 02/28/06 Annual 1.8 M Elect Director Leo F. Mullin For For Johnson & Johnson JNJ 478160104 04/27/06 02/28/06 Annual 1.9 M Elect Director Christine A. Poon For For Johnson & Johnson JNJ 478160104 04/27/06 02/28/06 Annual 1.10 M Elect Director Charles Prince For For Johnson & Johnson JNJ 478160104 04/27/06 02/28/06 Annual 1.11 M Elect Director Steven S. Reinemund For For Johnson & Johnson JNJ 478160104 04/27/06 02/28/06 Annual 1.12 M Elect Director David Satcher For For Johnson & Johnson JNJ 478160104 04/27/06 02/28/06 Annual 1.13 M Elect Director William C. Weldon For For Amend Articles to Remove Johnson & Johnson JNJ 478160104 04/27/06 02/28/06 Annual 2 M Antitakeover Provision For For Johnson & Johnson JNJ 478160104 04/27/06 02/28/06 Annual 3 M Ratify Auditors For For Johnson & Johnson JNJ 478160104 04/27/06 02/28/06 Annual 4 S Disclose Charitable Contributions AgainstAgainst Require a Majority Vote for the Johnson & Johnson JNJ 478160104 04/27/06 02/28/06 Annual 5 S Election of Directors AgainstAgainst Ameren Corporation AEE 023608102 05/02/06 03/06/06 Annual 1.1 M Elect Director Susan S. Elliott For For Ameren Corporation AEE 023608102 05/02/06 03/06/06 Annual 1.2 M Elect Director Gayle P.W. Jackson For For Ameren Corporation AEE 023608102 05/02/06 03/06/06 Annual 1.3 M Elect Director James C. Johnson For For Ameren Corporation AEE 023608102 05/02/06 03/06/06 Annual 1.4 M Elect Director Richard A. Liddy For For Ameren Corporation AEE 023608102 05/02/06 03/06/06 Annual 1.5 M Elect Director Gordon R. Lohman For For Ameren Corporation AEE 023608102 05/02/06 03/06/06 Annual 1.6 M Elect Director Richard A. Lumpkin For For Ameren Corporation AEE 023608102 05/02/06 03/06/06 Annual 1.7 M Elect Director Charles W. Mueller For For Elect Director Douglas R. Ameren Corporation AEE 023608102 05/02/06 03/06/06 Annual 1.8 M Oberhelman For For Ameren Corporation AEE 023608102 05/02/06 03/06/06 Annual 1.9 M Elect Director Gary L. Rainwater For For Ameren Corporation AEE 023608102 05/02/06 03/06/06 Annual 1.10 M Elect Director Harvey Saligman For For Ameren Corporation AEE 023608102 05/02/06 03/06/06 Annual 1.11 M Elect Director Patrick T. Stokes For For Ameren Corporation AEE 023608102 05/02/06 03/06/06 Annual 2 M Approve Omnibus Stock Plan For For Ameren Corporation AEE 023608102 05/02/06 03/06/06 Annual 3 M Ratify Auditors For For Report on Extending the Operating License at the Callaway Nuclear Ameren Corporation AEE 023608102 05/02/06 03/06/06 Annual 4 S Power Facility AgainstAgainst Freescale Semiconductor, Inc. FSL 35687M206 04/21/06 02/21/06 Annual 1.1 M Elect Director Kenin Kennedy For For Freescale Semiconductor, Inc. FSL 35687M206 04/21/06 02/21/06 Annual 1.2 M Elect Director Michael Mayer For For Freescale Semiconductor, Inc. FSL 35687M206 04/21/06 02/21/06 Annual 2 M Ratify Auditors For For Piper Jaffray Cos PJC 724078100 05/02/06 03/06/06 Annual 1.1 M Elect Director B. Kristine Johnson For Withhol Piper Jaffray Cos PJC 724078100 05/02/06 03/06/06 Annual 1.2 M Elect Director Jean M. Taylor For For Piper Jaffray Cos PJC 724078100 05/02/06 03/06/06 Annual 1.3 M Elect Director Richard A. Zona For For Piper Jaffray Cos PJC 724078100 05/02/06 03/06/06 Annual 2 M Amend Omnibus Stock Plan For For Piper Jaffray Cos PJC 724078100 05/02/06 03/06/06 Annual 3 M Ratify Auditors For For Piper Jaffray Cos PJC 724078100 05/02/06 03/06/06 Annual 4 S Declassify the Board of Directors AgainstAgainst Mellon Financial Corp. MEL 58551A108 04/18/06 02/10/06 Annual 1.1 M Elect Director Paul L. Cejas For For Elect Director Seward Prosser Mellon Financial Corp. MEL 58551A108 04/18/06 02/10/06 Annual 1.2 M Mellon For For Mellon Financial Corp. MEL 58551A108 04/18/06 02/10/06 Annual 1.3 M Elect Director Mark A. Nordenberg For For Elect Director W.E. Strickland, Mellon Financial Corp. MEL 58551A108 04/18/06 02/10/06 Annual 1.4 M Jr. For For Approve Non-Employee Director Mellon Financial Corp. MEL 58551A108 04/18/06 02/10/06 Annual 2 M Restricted Stock Plan For For Amend Vote Requirements to Amend Mellon Financial Corp. MEL 58551A108 04/18/06 02/10/06 Annual 3 S Articles/Bylaws/Charter AgainstFor Mellon Financial Corp. MEL 58551A108 04/18/06 02/10/06 Annual 4 M Ratify Auditors For For Pfizer Inc. PFE 717081103 04/27/06 03/01/06 Annual 1.1 M Elect Director Michael S. Brown For For Pfizer Inc. PFE 717081103 04/27/06 03/01/06 Annual 1.2 M Elect Director M. Anthony Burns For Withhol Pfizer Inc. PFE 717081103 04/27/06 03/01/06 Annual 1.3 M Elect Director Robert N. Burt For For Pfizer Inc. PFE 717081103 04/27/06 03/01/06 Annual 1.4 M Elect Director W. Don Cornwell For For Elect Director William H. Gray, Pfizer Inc. PFE 717081103 04/27/06 03/01/06 Annual 1.5 M III For For Pfizer Inc. PFE 717081103 04/27/06 03/01/06 Annual 1.6 M Elect Director Constance J. Horner For For Pfizer Inc. PFE 717081103 04/27/06 03/01/06 Annual 1.7 M Elect Director William R. Howell For For Elect Director Stanley O. Pfizer Inc. PFE 717081103 04/27/06 03/01/06 Annual 1.8 M Ikenberry For For Pfizer Inc. PFE 717081103 04/27/06 03/01/06 Annual 1.9 M Elect Director George A. Lorch For Withhol Pfizer Inc. PFE 717081103 04/27/06 03/01/06 Annual 1.10 M Elect Director Henry A. McKinnell For For Pfizer Inc. PFE 717081103 04/27/06 03/01/06 Annual 1.11 M Elect Director Dana G. Mead For Withhol Pfizer Inc. PFE 717081103 04/27/06 03/01/06 Annual 1.12 M Elect Director Ruth J. Simmons For For Elect Director William C. Steere, Pfizer Inc. PFE 717081103 04/27/06 03/01/06 Annual 1.13 M Jr. For For Pfizer Inc. PFE 717081103 04/27/06 03/01/06 Annual 2 M Ratify Auditors For For Reduce Supermajority Vote Pfizer Inc. PFE 717081103 04/27/06 03/01/06 Annual 3 M Requirement For For Establish Term Limits for Pfizer Inc. PFE 717081103 04/27/06 03/01/06 Annual 4 S Directors AgainstAgainst Pfizer Inc. PFE 717081103 04/27/06 03/01/06 Annual 5 S Social Proposal AgainstAgainst Restore or Provide for Cumulative Pfizer Inc. PFE 717081103 04/27/06 03/01/06 Annual 6 S Voting AgainstFor Separate Chairman and CEO Pfizer Inc. PFE 717081103 04/27/06 03/01/06 Annual 7 S Positions AgainstFor Pfizer Inc. PFE 717081103 04/27/06 03/01/06 Annual 8 S Report on Political Contributions AgainstAgainst Pfizer Inc. PFE 717081103 04/27/06 03/01/06 Annual 9 S Report on Animal Welfare Policy AgainstAgainst Pfizer Inc. PFE 717081103 04/27/06 03/01/06 Annual 10 S Reort on Animal-based Testing AgainstAgainst Lexmark International, Inc. LXK 529771107 04/27/06 03/03/06 Annual 1.1 M Elect Director Michael J. Maples For For Lexmark International, Inc. LXK 529771107 04/27/06 03/03/06 Annual 1.2 M Elect Director Stephen R. Hardis For For Lexmark International, Inc. LXK 529771107 04/27/06 03/03/06 Annual 1.3 M Elect Director William R. Fields For For Lexmark International, Inc. LXK 529771107 04/27/06 03/03/06 Annual 1.4 M Elect Director Robert Holland, Jr. For For Lexmark International, Inc. LXK 529771107 04/27/06 03/03/06 Annual 2 M Ratify Auditors For For Eaton Elect Director Christopher M. Corp. ETN 278058102 04/26/06 02/27/06 Annual 1.1 M Connor For For Eaton Corp. ETN 278058102 04/26/06 02/27/06 Annual 1.2 M Elect Director Alexander M. Cutler For For Eaton Corp. ETN 278058102 04/26/06 02/27/06 Annual 1.3 M Elect Director Deborah. L. McCoy For For Eaton Corp. ETN 278058102 04/26/06 02/27/06 Annual 1.4 M Elect Director Gary L. Tooker For For Eaton Corp. ETN 278058102 04/26/06 02/27/06 Annual 2 M Ratify Auditors For For Stryker Corp. SYK 863667101 04/26/06 02/28/06 Annual 1.1 M Elect Director John W. Brown For For Stryker Corp. SYK 863667101 04/26/06 02/28/06 Annual 1.2 M Elect Director Howard E. Cox, Jr. For For Stryker Corp. SYK 863667101 04/26/06 02/28/06 Annual 1.3 M Elect Director Donald M. Engelman For For Stryker Corp. SYK 863667101 04/26/06 02/28/06 Annual 1.4 M Elect Director Jerome H. Grossman For For Elect Director Stephen P. Stryker Corp. SYK 863667101 04/26/06 02/28/06 Annual 1.5 M Macmillan For For Stryker Corp. SYK 863667101 04/26/06 02/28/06 Annual 1.6 M Elect Director William U. Parfet For For Stryker Corp. SYK 863667101 04/26/06 02/28/06 Annual 1.7 M Elect Director Ronda E. Stryker For For Stryker Corp. SYK 863667101 04/26/06 02/28/06 Annual 2 M Approve Omnibus Stock Plan For For Stryker Corp. SYK 863667101 04/26/06 02/28/06 Annual 3 M Ratify Auditors For For ALLTEL Corp. AT 020039103 04/20/06 02/24/06 Annual 1.1 M Elect Director William H. Crown For For ALLTEL Corp. AT 020039103 04/20/06 02/24/06 Annual 1.2 M Elect Director Joe T. Ford For For ALLTEL Corp. AT 020039103 04/20/06 02/24/06 Annual 1.3 M Elect Director John P. McConnell For For ALLTEL Corp. AT 020039103 04/20/06 02/24/06 Annual 1.4 M Elect Director Josie C. Natori For For Amend Executive Incentive Bonus ALLTEL Corp. AT 020039103 04/20/06 02/24/06 Annual 2 M Plan For For Amend Executive Incentive Bonus ALLTEL Corp. AT 020039103 04/20/06 02/24/06 Annual 3 M Plan For For ALLTEL Corp. AT 020039103 04/20/06 02/24/06 Annual 4 M Ratify Auditors For For AmSouth Bancorporation ASO 032165102 04/20/06 02/21/06 Annual 1.1 M Elect Director Martha R. Ingram For For AmSouth Bancorporation ASO 032165102 04/20/06 02/21/06 Annual 1.2 M Elect Director Charles D. McCrary For For AmSouth Bancorporation ASO 032165102 04/20/06 02/21/06 Annual 1.3 M Elect Director C. Dowd Ritter For For AmSouth Bancorporation ASO 032165102 04/20/06 02/21/06 Annual 2 M Ratify Auditors For For AmSouth Bancorporation ASO 032165102 04/20/06 02/21/06 Annual 3 M Approve Omnibus Stock Plan For Against AmSouth Bancorporation ASO 032165102 04/20/06 02/21/06 Annual 4 S Report on Political Contributions AgainstAgainst Ammend EEO Statement to Prohibit Discrimination Based on Sexual AmSouth Bancorporation ASO 032165102 04/20/06 02/21/06 Annual 5 S Orientation AgainstAgainst Rohm and Haas Co. ROH 775371107 05/01/06 03/03/06 Annual 1.1 M Elect Director W.J. Avery For For Rohm and Haas Co. ROH 775371107 05/01/06 03/03/06 Annual 1.2 M Elect Director R.L. Gupta For For Rohm and Haas Co. ROH 775371107 05/01/06 03/03/06 Annual 1.3 M Elect Director D.W. Haas For For Rohm and Haas Co. ROH 775371107 05/01/06 03/03/06 Annual 1.4 M Elect Director T.W. Haas For For Rohm and Haas Co. ROH 775371107 05/01/06 03/03/06 Annual 1.5 M Elect Director R.L. Keyser For For Rohm and Haas Co. ROH 775371107 05/01/06 03/03/06 Annual 1.6 M Elect Director R.J. Mills For For Rohm and Haas Co. ROH 775371107 05/01/06 03/03/06 Annual 1.7 M Elect Director J.P. Montoya For For Rohm and Haas Co. ROH 775371107 05/01/06 03/03/06 Annual 1.8 M Elect Director S.O. Moose For For Rohm and Haas Co. ROH 775371107 05/01/06 03/03/06 Annual 1.9 M Elect Director G.S. Omenn For For Rohm and Haas Co. ROH 775371107 05/01/06 03/03/06 Annual 1.10 M Elect Director G.L. Rogers For For Rohm and Haas Co. ROH 775371107 05/01/06 03/03/06 Annual 1.11 M Elect Director R.H. Schmitz For For Rohm and Haas Co. ROH 775371107 05/01/06 03/03/06 Annual 1.12 M Elect Director G.M. Whitesides For For Rohm and Haas Co. ROH 775371107 05/01/06 03/03/06 Annual 1.13 M Elect Director M.C. Whittington For For Rohm and Haas Co. ROH 775371107 05/01/06 03/03/06 Annual 2 M Ratify Auditors For For Wyeth WYE 983024100 04/27/06 03/03/06 Annual 1.1 M Elect Director Robert Essner For For Wyeth WYE 983024100 04/27/06 03/03/06 Annual 1.2 M Elect Director John D. Feerick For For Elect Director Frances D. Wyeth WYE 983024100 04/27/06 03/03/06 Annual 1.3 M Fergusson, Ph.D. For For Wyeth WYE 983024100 04/27/06 03/03/06 Annual 1.4 M Elect Director Victor F. Ganzi For For Wyeth WYE 983024100 04/27/06 03/03/06 Annual 1.5 M Elect Director Robert Langer For For Wyeth WYE 983024100 04/27/06 03/03/06 Annual 1.6 M Elect Director John P. Mascotte For For Elect Director Mary Lake Polan, Wyeth WYE 983024100 04/27/06 03/03/06 Annual 1.7 M M.D., Ph.D. For For Wyeth WYE 983024100 04/27/06 03/03/06 Annual 1.8 M Elect Director Gary L. Rogers For For Wyeth WYE 983024100 04/27/06 03/03/06 Annual 1.9 M Elect Director Ivan G. Seidenberg For For Wyeth WYE 983024100 04/27/06 03/03/06 Annual 1.10 M Elect Director Walter V. Shipley For For Wyeth WYE 983024100 04/27/06 03/03/06 Annual 1.11 M Elect Director John R. Torell, III For For Wyeth WYE 983024100 04/27/06 03/03/06 Annual 2 M Ratify Auditors For For Approve Non-Employee Director Wyeth WYE 983024100 04/27/06 03/03/06 Annual 3 M Omnibus Stock Plan For For Report on Product Availability in Wyeth WYE 983024100 04/27/06 03/03/06 Annual 4 S Canada AgainstAgainst Wyeth WYE 983024100 04/27/06 03/03/06 Annual 5 S Report on Political Contributions AgainstAgainst Wyeth WYE 983024100 04/27/06 03/03/06 Annual 6 S Report on Animal welfare Policy AgainstAgainst Require a Majority Vote for the Wyeth WYE 983024100 04/27/06 03/03/06 Annual 7 S Election of Directors AgainstFor Separate Chairman and CEO Wyeth WYE 983024100 04/27/06 03/03/06 Annual 8 S Positions AgainstAgainst Adopt Simple Majority Vote Wyeth WYE 983024100 04/27/06 03/03/06 Annual 9 S Requirement AgainstAgainst Marshall & Ilsley Corp. MI 571834100 04/25/06 03/01/06 Annual 1.1 M Elect Director Mark F. Furlong For For Marshall & Ilsley Corp. MI 571834100 04/25/06 03/01/06 Annual 1.2 M Elect Director Ted D. Kellner For Withhol Marshall & Ilsley Corp. MI 571834100 04/25/06 03/01/06 Annual 1.3 M Elect Director Katharine C. Lyall For For Elect Director Peter M. Platten, Marshall & Ilsley Corp. MI 571834100 04/25/06 03/01/06 Annual 1.4 M III For For Marshall & Ilsley Corp. MI 571834100 04/25/06 03/01/06 Annual 1.5 M Elect Director James B. Wigdale For For Marshall & Ilsley Corp. MI 571834100 04/25/06 03/01/06 Annual 2 M Ratify Auditors For For Marshall & Ilsley Corp. MI 571834100 04/25/06 03/01/06 Annual 3 M Approve Omnibus Stock Plan For For Marshall & Ilsley Corp. MI 571834100 04/25/06 03/01/06 Annual 4 S Declassify the Board of Directors AgainstAgainst Unisys Corp. UIS 909214108 04/20/06 02/28/06 Annual 1.1 M Elect Director Randall J. Hogan For For Unisys Corp. UIS 909214108 04/20/06 02/28/06 Annual 1.2 M Elect Director Edwin A. Huston For For Unisys Corp. UIS 909214108 04/20/06 02/28/06 Annual 1.3 M Elect Director Leslie F. Kenne For For Unisys Corp. UIS 909214108 04/20/06 02/28/06 Annual 1.4 M Elect Director Joseph W. McGrath For For Unisys Corp. UIS 909214108 04/20/06 02/28/06 Annual 2 M Ratify Auditors For For Elect Director James G. Sempra Energy SRE 816851109 05/04/06 03/10/06 Annual 1.1 M Brocksmith, Jr. For For Sempra Energy SRE 816851109 05/04/06 03/10/06 Annual 1.2 M Elect Director Donald E. Felsinger For For Sempra Energy SRE 816851109 05/04/06 03/10/06 Annual 1.3 M Elect Director William D. Jones For For Elect Director William G. Ouchi, Sempra Energy SRE 816851109 05/04/06 03/10/06 Annual 1.4 M Ph.D. For For Sempra Energy SRE 816851109 05/04/06 03/10/06 Annual 2 M Ratify Auditors For For Sempra Energy SRE 816851109 05/04/06 03/10/06 Annual 3 M Declassify the Board of Directors For For Performance-Based and/or Sempra Energy SRE 816851109 05/04/06 03/10/06 Annual 4 S Time-Based Equity Awards AgainstAgainst Wells Fargo & Company WFC 949746101 04/25/06 03/07/06 Annual 1.1 M Elect Director Lloyd H. Dean For For Wells Fargo & Company WFC 949746101 04/25/06 03/07/06 Annual 1.2 M Elect Director Susan E. Engel For For Elect Director Enrique Hernandez, Wells Fargo & Company WFC 949746101 04/25/06 03/07/06 Annual 1.3 M Jr. For For Wells Fargo & Company WFC 949746101 04/25/06 03/07/06 Annual 1.4 M Elect Director Robert L. Joss For For Elect Director Richard M. Wells Fargo & Company WFC 949746101 04/25/06 03/07/06 Annual 1.5 M Kovacevich For For Elect Director Richard D. Wells Fargo & Company WFC 949746101 04/25/06 03/07/06 Annual 1.6 M McCormick For For Wells Fargo & Company WFC 949746101 04/25/06 03/07/06 Annual 1.7 M Elect Director Cynthia H. Milligan For Withhol Wells Fargo & Company WFC 949746101 04/25/06 03/07/06 Annual 1.8 M Elect Director Nicholas G. Moore For For Wells Fargo & Company WFC 949746101 04/25/06 03/07/06 Annual 1.9 M Elect Director Philip J. Quigley For Withhol Wells Fargo & Company WFC 949746101 04/25/06 03/07/06 Annual 1.10 M Elect Director Donald B. Rice For Withhol Wells Fargo & Company WFC 949746101 04/25/06 03/07/06 Annual 1.11 M Elect Director Judith M. Runstad For For Wells Fargo & Company WFC 949746101 04/25/06 03/07/06 Annual 1.12 M Elect Director Stephen W. Sanger For For Wells Fargo & Company WFC 949746101 04/25/06 03/07/06 Annual 1.13 M Elect Director Susan G. Swenson For For Wells Fargo & Company WFC 949746101 04/25/06 03/07/06 Annual 1.14 M Elect Director Michael W. Wright For Withhol Wells Fargo & Company WFC 949746101 04/25/06 03/07/06 Annual 2 M Ratify Auditors For For Require a Majority Vote for the Wells Fargo & Company WFC 949746101 04/25/06 03/07/06 Annual 3 S Election of Directors AgainstFor Separate Chairman and CEO Wells Fargo & Company WFC 949746101 04/25/06 03/07/06 Annual 4 S Positions AgainstAgainst Compensation- Director Wells Fargo & Company WFC 949746101 04/25/06 03/07/06 Annual 5 S Compensation AgainstAgainst Report on Discrimination in Wells Fargo & Company WFC 949746101 04/25/06 03/07/06 Annual 6 S Lending AgainstAgainst Sprint Nextel Corp S 852061100 04/18/06 02/28/06 Annual 1.1 M Elect Director Keith J. Bane For For Sprint Nextel Corp S 852061100 04/18/06 02/28/06 Annual 1.2 M Elect Director Gordon M. Bethune For For Sprint Nextel Corp S 852061100 04/18/06 02/28/06 Annual 1.3 M Elect Director Timothy M. Donahue For For Sprint Nextel Corp S 852061100 04/18/06 02/28/06 Annual 1.4 M Elect Director Frank M. Drendel For Withhol Sprint Nextel Corp S 852061100 04/18/06 02/28/06 Annual 1.5 M Elect Director Gary D. Forsee For For Sprint Nextel Corp S 852061100 04/18/06 02/28/06 Annual 1.6 M Elect Director James H. Hance, Jr. For For Sprint Nextel Corp S 852061100 04/18/06 02/28/06 Annual 1.7 M Elect Director V. Janet Hill For For Elect Director Irvine O. Sprint Nextel Corp S 852061100 04/18/06 02/28/06 Annual 1.8 M Hockaday, Jr For For Sprint Nextel Corp S 852061100 04/18/06 02/28/06 Annual 1.9 M Elect Director William E. Kennard For Withhol Sprint Nextel Corp S 852061100 04/18/06 02/28/06 Annual 1.10 M Elect Director Linda Koch Lorimer For For Sprint Nextel Corp S 852061100 04/18/06 02/28/06 Annual 1.11 M Elect Director Stephanie M. Shern For For Sprint Nextel Corp S 852061100 04/18/06 02/28/06 Annual 1.12 M Elect Director William H. Swanson For For Sprint Nextel Corp S 852061100 04/18/06 02/28/06 Annual 2 M Ratify Auditors For For Require a Majority Vote for the Sprint Nextel Corp S 852061100 04/18/06 02/28/06 Annual 3 S Election of Directors AgainstFor Restore or Provide for Cumulative Sprint Nextel Corp S 852061100 04/18/06 02/28/06 Annual 4 S Voting AgainstAgainst Humana Inc. HUM 444859102 04/27/06 03/06/06 Annual 1.1 M Elect Director David A. Jones, Jr. For For Humana Inc. HUM 444859102 04/27/06 03/06/06 Annual 1.2 M Elect Director Frank A. D' Amelio For For Humana Inc. HUM 444859102 04/27/06 03/06/06 Annual 1.3 M Elect Director W. Roy Dunbar For For Humana Inc. HUM 444859102 04/27/06 03/06/06 Annual 1.4 M Elect Director Kurt J. Hilzinger For For Humana Elect Director Michael B. Inc. HUM 444859102 04/27/06 03/06/06 Annual 1.5 M McCallister For For Humana Inc. HUM 444859102 04/27/06 03/06/06 Annual 1.6 M Elect Director James J. O'Brien For For Humana Inc. HUM 444859102 04/27/06 03/06/06 Annual 1.7 M Elect Director W. Ann Reynolds For For Humana Inc. HUM 444859102 04/27/06 03/06/06 Annual 1.8 M Elect Director James O. Robbins For For Humana Inc. HUM 444859102 04/27/06 03/06/06 Annual 2 M Ratify Auditors For For Humana Inc. HUM 444859102 04/27/06 03/06/06 Annual 3 M Amend Omnibus Stock Plan For For AFLAC Incorporated AFL 001055102 05/01/06 02/22/06 Annual 1.1 M Elect Director Daniel P. Amos For For Elect Director John Shelby Amos, AFLAC Incorporated AFL 001055102 05/01/06 02/22/06 Annual 1.2 M II For For AFLAC Incorporated AFL 001055102 05/01/06 02/22/06 Annual 1.3 M Elect Director Michael H. Armacost For Withhol Elect Director Kriss Cloninger, AFLAC Incorporated AFL 001055102 05/01/06 02/22/06 Annual 1.4 M III For For AFLAC Incorporated AFL 001055102 05/01/06 02/22/06 Annual 1.5 M Elect Director Joe Frank Harris For For AFLAC Incorporated AFL 001055102 05/01/06 02/22/06 Annual 1.6 M Elect Director Elizabeth J. Hudson For For Elect Director Kenneth S. Janke AFLAC Incorporated AFL 001055102 05/01/06 02/22/06 Annual 1.7 M Sr. For For AFLAC Incorporated AFL 001055102 05/01/06 02/22/06 Annual 1.8 M Elect Director Douglas W. Johnson For For AFLAC Incorporated AFL 001055102 05/01/06 02/22/06 Annual 1.9 M Elect Director Robert B. Johnson For For AFLAC Incorporated AFL 001055102 05/01/06 02/22/06 Annual 1.10 M Elect Director Charles B. Knapp For For AFLAC Incorporated AFL 001055102 05/01/06 02/22/06 Annual 1.11 M Elect Director Hidefumi Matsui For For Elect Director E. Stephen Purdom, AFLAC Incorporated AFL 001055102 05/01/06 02/22/06 Annual 1.12 M M.D. For For Elect Director Barbara K. Rimer, AFLAC Incorporated AFL 001055102 05/01/06 02/22/06 Annual 1.13 M Dr. Ph For For AFLAC Incorporated AFL 001055102 05/01/06 02/22/06 Annual 1.14 M Elect Director Marvin R. Schuster For For AFLAC Incorporated AFL 001055102 05/01/06 02/22/06 Annual 1.15 M Elect Director David Gary Thompson For For AFLAC Incorporated AFL 001055102 05/01/06 02/22/06 Annual 1.16 M Elect Director Tohru Tonoike For For AFLAC Incorporated AFL 001055102 05/01/06 02/22/06 Annual 1.17 M Elect Director Robert L. Wright For For AFLAC Incorporated AFL 001055102 05/01/06 02/22/06 Annual 2 M Ratify Auditors For For Electronic Data Systems Corp. EDS 285661104 04/18/06 02/24/06 Annual 1.1 M Elect Director W. Roy Dunbar For For Electronic Data Systems Corp. EDS 285661104 04/18/06 02/24/06 Annual 1.2 M Elect Director Roger A. Enrico For For Electronic Data Systems Corp. EDS 285661104 04/18/06 02/24/06 Annual 1.3 M Elect Director S. Malcolm Gillis For For Electronic Data Systems Corp. EDS 285661104 04/18/06 02/24/06 Annual 1.4 M Elect Director Ray J. Groves For For Electronic Data Systems Corp. EDS 285661104 04/18/06 02/24/06 Annual 1.5 M Elect Director Ellen M. Hancock For For Electronic Data Systems Corp. EDS 285661104 04/18/06 02/24/06 Annual 1.6 M Elect Director Jeffrey M. Heller For For Electronic Data Systems Corp. EDS 285661104 04/18/06 02/24/06 Annual 1.7 M Elect Director Ray L. Hunt For For Electronic Data Systems Corp. EDS 285661104 04/18/06 02/24/06 Annual 1.8 M Elect Director Michael H. Jordan For For Electronic Data Systems Corp. EDS 285661104 04/18/06 02/24/06 Annual 1.9 M Elect Director Edward A. Kangas For For Electronic Data Systems Corp. EDS 285661104 04/18/06 02/24/06 Annual 1.10 M Elect Director R. David Yost For For Electronic Data Systems Corp. EDS 285661104 04/18/06 02/24/06 Annual 2 M Ratify Auditors For For Electronic Data Require a Majority Vote for the Systems Corp. EDS 285661104 04/18/06 02/24/06 Annual 3 S Election of Directors AgainstAgainst Electronic Data Separate Chairman and CEO Systems Corp. EDS 285661104 04/18/06 02/24/06 Annual 4 S Positions AgainstAgainst Ball Corp. BLL 058498106 04/26/06 03/01/06 Annual 1.1 M Elect Director Howard M. Dean For For Ball Corp. BLL 058498106 04/26/06 03/01/06 Annual 1.2 M Elect Director R. David Hoover For For Ball Corp. BLL 058498106 04/26/06 03/01/06 Annual 1.3 M Elect Director Jan Nicholson For For Ball Corp. BLL 058498106 04/26/06 03/01/06 Annual 2 M Ratify Auditors For For Ball Corp. BLL 058498106 04/26/06 03/01/06 Annual 3 S Declassify the Board of Directors AgainstAgainst The Bank Of New York Co., Inc. BK 064057102 04/11/06 02/21/06 Annual 1.1 M Elect Director Frank J. Biondi For For The Bank Of New York Elect Director Nicholas M. Co., Inc. BK 064057102 04/11/06 02/21/06 Annual 1.2 M Donofrio For For The Bank Of New York Co., Inc. BK 064057102 04/11/06 02/21/06 Annual 1.3 M Elect Director Gerald L. Hassel For For The Bank Of New York Co., Inc. BK 064057102 04/11/06 02/21/06 Annual 1.4 M Elect Director Richard J. Kogan For For The Bank Of New York Co., Inc. BK 064057102 04/11/06 02/21/06 Annual 1.5 M Elect Director Michael J. Kowalski For For The Bank Of New York Co., Inc. BK 064057102 04/11/06 02/21/06 Annual 1.6 M Elect Director John A. Luke, Jr. For For The Bank Of New York Co., Inc. BK 064057102 04/11/06 02/21/06 Annual 1.7 M Elect Director John C. Malone For For The Bank Of New York Co., Inc. BK 064057102 04/11/06 02/21/06 Annual 1.8 M Elect Director Paul Myners For For The Bank Of New York Co., Inc. BK 064057102 04/11/06 02/21/06 Annual 1.9 M Elect Director Catherine A. Rein For For The Bank Of New York Co., Inc. BK 064057102 04/11/06 02/21/06 Annual 1.10 M Elect Director Thomas A. Renyi For For The Bank Of New York Elect Director William C. Co., Inc. BK 064057102 04/11/06 02/21/06 Annual 1.11 M Richardson For For The Bank Of New York Co., Inc. BK 064057102 04/11/06 02/21/06 Annual 1.12 M Elect Director Brian l. Roberts For For The Bank Of New York Elect Director Samuel C. Scott, Co., Inc. BK 064057102 04/11/06 02/21/06 Annual 1.13 M III For For The Bank Of New York Co., Inc. BK 064057102 04/11/06 02/21/06 Annual 1.14 M Elect Director Richard C. Vaughan For For The Bank Of New York Co., Inc. BK 064057102 04/11/06 02/21/06 Annual 2 M Ratify Auditors For For The Bank Of New York Co., Inc. BK 064057102 04/11/06 02/21/06 Annual 3 S Provide for Cumulative Voting AgainstAgainst The Bank Of New York Reimbursement of Expenses of Co., Inc. BK 064057102 04/11/06 02/21/06 Annual 4 S Opposition Candidates AgainstAgainst C. R. Bard, Inc. BCR 067383109 04/19/06 02/27/06 Annual 1.1 M Elect Director Marc C. Breslawsky For For C. R. Bard, Inc. BCR 067383109 04/19/06 02/27/06 Annual 1.2 M Elect Director Herbert L. Henkel For For C. R. Bard, Inc. BCR 067383109 04/19/06 02/27/06 Annual 1.3 M Elect Director Timothy M. Ring For For C. R. Bard, Inc. BCR 067383109 04/19/06 02/27/06 Annual 1.4 M Elect Director Tommy G. Thompson For For C. R. Bard, Inc. BCR 067383109 04/19/06 02/27/06 Annual 2 M Amend Omnibus Stock Plan For For Amend Non-Employee Director Stock C. R. Bard, Inc. BCR 067383109 04/19/06 02/27/06 Annual 3 M Option Plan For For Amend Qualified Employee Stock C. R. Bard, Inc. BCR 067383109 04/19/06 02/27/06 Annual 4 M Purchase Plan For For C. R. Bard, Inc. BCR 067383109 04/19/06 02/27/06 Annual 5 M Ratify Auditors For For C. R. Bard, Inc. BCR 067383109 04/19/06 02/27/06 Annual 6 S Adopt ILO Standards AgainstFor Aetna Inc. AET 00817Y108 04/28/06 02/24/06 Annual 1.1 M Elect Director Betsy Z. Cohen For For Aetna Inc. AET 00817Y108 04/28/06 02/24/06 Annual 1.2 M Elect Director Molly J. Coye, M.D. For For Aetna Inc. AET 00817Y108 04/28/06 02/24/06 Annual 1.3 M Elect Director Barbara H. Franklin For For Aetna Inc. AET 00817Y108 04/28/06 02/24/06 Annual 1.4 M Elect Director Jeffrey E. Garten For For Aetna Inc. AET 00817Y108 04/28/06 02/24/06 Annual 1.5 M Elect Director Earl G. Graves For For Aetna Inc. AET 00817Y108 04/28/06 02/24/06 Annual 1.6 M Elect Director Gerald Greenwald For For Aetna Inc. AET 00817Y108 04/28/06 02/24/06 Annual 1.7 M Elect Director Ellen M. Hancock For For Aetna Inc. AET 00817Y108 04/28/06 02/24/06 Annual 1.8 M Elect Director Michael H. Jordan For For Aetna Inc. AET 00817Y108 04/28/06 02/24/06 Annual 1.9 M Elect Director Edward J. Ludwig For For Aetna Inc. AET 00817Y108 04/28/06 02/24/06 Annual 1.10 M Elect Director Joseph P. Newhouse For For Aetna Inc. AET 00817Y108 04/28/06 02/24/06 Annual 1.11 M Elect Director John W. Rowe, M.D. For For Aetna Inc. AET 00817Y108 04/28/06 02/24/06 Annual 1.12 M Elect Director Ronald A. Williams For For Aetna Inc. AET 00817Y108 04/28/06 02/24/06 Annual 2 M Ratify Auditors For For Approve Qualified Employee Stock Aetna Inc. AET 00817Y108 04/28/06 02/24/06 Annual 3 M Purchase Plan For For Aetna Inc. AET 00817Y108 04/28/06 02/24/06 Annual 4 S Provide for Cumulative Voting AgainstAgainst Plum Creek Timber Company, Inc. PCL 729251108 05/03/06 03/10/06 Annual 1.1 M Elect Director Rick R. Holley For For Plum Creek Timber Company, Inc. PCL 729251108 05/03/06 03/10/06 Annual 1.2 M Elect Director Ian B. Davidson For For Plum Creek Timber Company, Inc. PCL 729251108 05/03/06 03/10/06 Annual 1.3 M Elect Director Robin Josephs For For Plum Creek Timber Company, Inc. PCL 729251108 05/03/06 03/10/06 Annual 1.4 M Elect Director John G. McDonald For For Plum Creek Timber Company, Inc. PCL 729251108 05/03/06 03/10/06 Annual 1.5 M Elect Director Robert B. McLeod For For Plum Creek Timber Company, Inc. PCL 729251108 05/03/06 03/10/06 Annual 1.6 M Elect Director John H. Scully For For Plum Creek Timber Company, Inc. PCL 729251108 05/03/06 03/10/06 Annual 1.7 M Elect Director Stephen C. Tobias For For Plum Creek Timber Company, Inc. PCL 729251108 05/03/06 03/10/06 Annual 1.8 M Elect Director Carl B. Webb For For Plum Creek Timber Company, Inc. PCL 729251108 05/03/06 03/10/06 Annual 2 M Ratify Auditors For For Plum Creek Timber Require a Majority Vote for the Company, Inc. PCL 729251108 05/03/06 03/10/06 Annual 3 S Election of Directors AgainstAgainst Ameriprise Financial, Inc. AMP 03076C106 04/26/06 02/28/06 Annual 1.1 M Elect Director Ira D. Hall For For Ameriprise Financial, Inc. AMP 03076C106 04/26/06 02/28/06 Annual 1.2 M Elect Director Jeffrey Noddle For For Ameriprise Financial, Elect Director Richard F. Powers, Inc. AMP 03076C106 04/26/06 02/28/06 Annual 1.3 M III For For Ameriprise Financial, Inc. AMP 03076C106 04/26/06 02/28/06 Annual 2 M Ratify Auditors For For Motorola, Inc. MOT 620076109 05/01/06 03/03/06 Annual 1.1 M Elect Director E. Zander For For Motorola, Inc. MOT 620076109 05/01/06 03/03/06 Annual 1.2 M Elect Director H.L. Fuller For For Motorola, Inc. MOT 620076109 05/01/06 03/03/06 Annual 1.3 M Elect Director J. Lewent For For Motorola, Inc. MOT 620076109 05/01/06 03/03/06 Annual 1.4 M Elect Director T. Meredith For For Motorola, Inc. MOT 620076109 05/01/06 03/03/06 Annual 1.5 M Elect Director N. Negroponte For For Motorola, Inc. MOT 620076109 05/01/06 03/03/06 Annual 1.6 M Elect Director I. Nooyi For For Motorola, Inc. MOT 620076109 05/01/06 03/03/06 Annual 1.7 M Elect Director S. Scott, III For For Motorola, Inc. MOT 620076109 05/01/06 03/03/06 Annual 1.8 M Elect Director R. Sommer For For Motorola, Inc. MOT 620076109 05/01/06 03/03/06 Annual 1.9 M Elect Director J. Stengel For For Motorola, Inc. MOT 620076109 05/01/06 03/03/06 Annual 1.10 M Elect Director D. Warner, III For For Motorola, Inc. MOT 620076109 05/01/06 03/03/06 Annual 1.11 M Elect Director J. White For For Motorola, Inc. MOT 620076109 05/01/06 03/03/06 Annual 1.12 M Elect Director M. White For For Motorola, Inc. MOT 620076109 05/01/06 03/03/06 Annual 2 M Approve Omnibus Stock Plan For For Motorola, Submit Shareholder Rights Plan Inc. MOT 620076109 05/01/06 03/03/06 Annual 3 S (Poison Pill) to Shareholder Vote AgainstAgainst Univision Elect Director A. Jerrold Communications Inc. UVN 914906102 05/10/06 03/13/06 Annual 1.1 M Perenchio For Withhol Univision Communications Inc. UVN 914906102 05/10/06 03/13/06 Annual 1.2 M Elect Director Anthony Cassara For Withhol Univision Communications Inc. UVN 914906102 05/10/06 03/13/06 Annual 1.3 M Elect Director Harold Gaba For For Univision Communications Inc. UVN 914906102 05/10/06 03/13/06 Annual 1.4 M Elect Director Alan F. Horn For For Univision Communications Inc. UVN 914906102 05/10/06 03/13/06 Annual 1.5 M Elect Director Michael O. Johnson For For Univision Communications Inc. UVN 914906102 05/10/06 03/13/06 Annual 1.6 M Elect Director John G. Perenchio For Withhol Univision Communications Inc. UVN 914906102 05/10/06 03/13/06 Annual 1.7 M Elect Director Ray Rodriguez For Withhol Univision Elect Director McHenry T. Communications Inc. UVN 914906102 05/10/06 03/13/06 Annual 1.8 M Tichenor, Jr. For Withhol Univision Communications Inc. UVN 914906102 05/10/06 03/13/06 Annual 2 M Ratify Auditors For For E.I. Du Pont De Nemours & Co. DD 263534109 04/26/06 03/06/06 Annual 1.1 M Elect Director Alain J.P. Belda For For E.I. Du Pont De Nemours & Co. DD 263534109 04/26/06 03/06/06 Annual 1.2 M Elect Director Richard H. Brown For For E.I. Du Pont De Nemours & Co. DD 263534109 04/26/06 03/06/06 Annual 1.3 M Elect Director Curtis J. Crawford For For E.I. Du Pont De Nemours & Co. DD 263534109 04/26/06 03/06/06 Annual 1.4 M Elect Director John T. Dillon For For E.I. Du Pont De Elect Director Eleuthere I. du Nemours & Co. DD 263534109 04/26/06 03/06/06 Annual 1.5 M Pont For For E.I. Du Pont De Elect Director Charles O. Nemours & Co. DD 263534109 04/26/06 03/06/06 Annual 1.6 M Holliday, Jr. For For E.I. Du Pont De Nemours & Co. DD 263534109 04/26/06 03/06/06 Annual 1.7 M Elect Director Lois D. Juliber For For E.I. Du Pont De Nemours & Co. DD 263534109 04/26/06 03/06/06 Annual 1.8 M Elect Director Masahisa Naitoh For For E.I. Du Pont De Nemours & Co. DD 263534109 04/26/06 03/06/06 Annual 1.9 M Elect Director Sean O'Keefe For For E.I. Du Pont De Nemours & Co. DD 263534109 04/26/06 03/06/06 Annual 1.10 M Elect Director William K. Reilly For For E.I. Du Pont De Nemours & Co. DD 263534109 04/26/06 03/06/06 Annual 1.11 M Elect Director Charles M. Vest For For E.I. Du Pont De Nemours & Co. DD 263534109 04/26/06 03/06/06 Annual 2 M Ratify Auditors For For E.I. Du Pont De Nemours & Co. DD 263534109 04/26/06 03/06/06 Annual 3 S Review Executive Compensation AgainstAgainst E.I. Du Pont De Report on Genetically Modified Nemours & Co. DD 263534109 04/26/06 03/06/06 Annual 4 S Organisms AgainstAgainst E.I. Du Pont De Nemours & Co. DD 263534109 04/26/06 03/06/06 Annual 5 S Performance-Based AgainstFor E.I. Du Pont De Report on Feasibility of Phasing Nemours & Co. DD 263534109 04/26/06 03/06/06 Annual 6 S out PFOA AgainstAgainst E.I. Du Pont De Report on Security of Chemical Nemours & Co. DD 263534109 04/26/06 03/06/06 Annual 7 S Facilities AgainstAgainst The St. Paul Travelers Companies, Inc. STA 792860108 05/03/06 03/08/06 Annual 1.1 M Elect Director John H. Dasburg For For The St. Paul Travelers Companies, Inc. STA 792860108 05/03/06 03/08/06 Annual 1.2 M Elect Director Leslie B. Disharoon For For The St. Paul Travelers Companies, Inc. STA 792860108 05/03/06 03/08/06 Annual 1.3 M Elect Director Janet M. Dolan For For The St. Paul Travelers Elect Director Kenneth M. Companies, Inc. STA 792860108 05/03/06 03/08/06 Annual 1.4 M Duberstein For For The St. Paul Travelers Companies, Inc. STA 792860108 05/03/06 03/08/06 Annual 1.5 M Elect Director Jay S. Fishman For For The St. Paul Travelers Companies, Inc. STA 792860108 05/03/06 03/08/06 Annual 1.6 M Elect Director Lawrence G. Graev For For The St. Paul Travelers Companies, Inc. STA 792860108 05/03/06 03/08/06 Annual 1.7 M Elect Director Thomas R. Hodgson For For The St. Paul Travelers Companies, Inc. STA 792860108 05/03/06 03/08/06 Annual 1.8 M Elect Director Robert I. Lipp For Withhol The St. Paul Travelers Companies, Inc. STA 792860108 05/03/06 03/08/06 Annual 1.9 M Elect Director Blythe J. McGarvie For For The St. Paul Travelers Elect Director Glen D. Nelson, Companies, Inc. STA 792860108 05/03/06 03/08/06 Annual 1.10 M M.D. For For The St. Paul Travelers Companies, Inc. STA 792860108 05/03/06 03/08/06 Annual 1.11 M Elect Director Laurie J. Thomsen For For The St. Paul Travelers Companies, Inc. STA 792860108 05/03/06 03/08/06 Annual 2 M Ratify Auditors For For The St. Paul Travelers Require a Majority Vote for the Companies, Inc. STA 792860108 05/03/06 03/08/06 Annual 3 S Election of Directors AgainstFor The St. Paul Travelers Companies, Inc. STA 792860108 05/03/06 03/08/06 Annual 4 S Report on Political Contributions AgainstAgainst Washington Mutual, Inc WM 939322103 04/18/06 02/24/06 Annual 1.1 M Elect Director Kerry K. Killinger For For Washington Mutual, Inc WM 939322103 04/18/06 02/24/06 Annual 1.2 M Elect Director Thomas C. Leppert For For Washington Mutual, Inc WM 939322103 04/18/06 02/24/06 Annual 1.3 M Elect Director Charles M. Lillis For For Washington Mutual, Inc WM 939322103 04/18/06 02/24/06 Annual 1.4 M Elect Director Michael K. Murphy For For Washington Mutual, Inc WM 939322103 04/18/06 02/24/06 Annual 1.5 M Elect Director Orin C. Smith For For Washington Mutual, Inc WM 939322103 04/18/06 02/24/06 Annual 1.6 M Elect Director Regina Montoya For For Washington Mutual, Inc WM 939322103 04/18/06 02/24/06 Annual 2 M Ratify Auditors For For Washington Mutual, Inc WM 939322103 04/18/06 02/24/06 Annual 3 M Amend Omnibus Stock Plan For For Approve Executive Incentive Bonus Washington Mutual, Inc WM 939322103 04/18/06 02/24/06 Annual 4 M Plan For For Washington Mutual, Inc WM 939322103 04/18/06 02/24/06 Annual 5 M Declassify the Board of Directors For For Washington Mutual, Inc WM 939322103 04/18/06 02/24/06 Annual 6 S Report on Political Contributions AgainstAgainst Kohl's Corp. KSS 500255104 04/26/06 03/01/06 Annual 1.1 M Elect Director Jay H. Baker For For Kohl's Corp. KSS 500255104 04/26/06 03/01/06 Annual 1.2 M Elect Director Steven A. Burd For For Kohl's Corp. KSS 500255104 04/26/06 03/01/06 Annual 1.3 M Elect Director Kevin Mansell For For Kohl's Elect Director Peter M. Corp. KSS 500255104 04/26/06 03/01/06 Annual 1.4 M Sommerhauser For For Kohl's Corp. KSS 500255104 04/26/06 03/01/06 Annual 2 M Ratify Auditors For For Kohl's Corp. KSS 500255104 04/26/06 03/01/06 Annual 3 M Declassify the Board of Directors For For Kohl's Require a Majority Vote for the Corp. KSS 500255104 04/26/06 03/01/06 Annual 4 S Election of Directors AgainstFor Tellabs, Inc. TLAB 879664100 04/27/06 02/27/06 Annual 1.1 M Elect Director Bo Hedfors For For Tellabs, Inc. TLAB 879664100 04/27/06 02/27/06 Annual 1.2 M Elect Director Michael E. Lavin For For Tellabs, Inc. TLAB 879664100 04/27/06 02/27/06 Annual 1.3 M Elect Director Jan H. Suwinski For For Tellabs, Inc. TLAB 879664100 04/27/06 02/27/06 Annual 2 M Ratify Auditors For For Verizon Communications VZ 92343V104 05/04/06 03/06/06 Annual 1.1 M Elect Director James R. Barker For For Verizon Communications VZ 92343V104 05/04/06 03/06/06 Annual 1.2 M Elect Director Richard L. Carrion For For Verizon Communications VZ 92343V104 05/04/06 03/06/06 Annual 1.3 M Elect Director Robert W. Lane For For Verizon Communications VZ 92343V104 05/04/06 03/06/06 Annual 1.4 M Elect Director Sandra O. Moose For For Verizon Communications VZ 92343V104 05/04/06 03/06/06 Annual 1.5 M Elect Director Joseph Neubauer For For Elect Director Donald T. Verizon Communications VZ 92343V104 05/04/06 03/06/06 Annual 1.6 M Nicolaisen For For Verizon Communications VZ 92343V104 05/04/06 03/06/06 Annual 1.7 M Elect Director Thomas H. O'Brien For For Verizon Communications VZ 92343V104 05/04/06 03/06/06 Annual 1.8 M Elect Director Clarence Otis, Jr. For For Verizon Communications VZ 92343V104 05/04/06 03/06/06 Annual 1.9 M Elect Director Hugh B. Price For For Verizon Communications VZ 92343V104 05/04/06 03/06/06 Annual 1.10 M Elect Director Ivan G. Seidenberg For For Verizon Communications VZ 92343V104 05/04/06 03/06/06 Annual 1.11 M Elect Director Walter V. Shipley For For Verizon Communications VZ 92343V104 05/04/06 03/06/06 Annual 1.12 M Elect Director John R. Stafford For For Verizon Communications VZ 92343V104 05/04/06 03/06/06 Annual 1.13 M Elect Director Robert D. Storey For For Verizon Communications VZ 92343V104 05/04/06 03/06/06 Annual 2 M Ratify Auditors For For Restore or Provide for Cumulative Verizon Communications VZ 92343V104 05/04/06 03/06/06 Annual 3 S Voting AgainstFor Require a Majority Vote for the Verizon Communications VZ 92343V104 05/04/06 03/06/06 Annual 4 S Election of Directors AgainstFor Require Majority of Independent Verizon Communications VZ 92343V104 05/04/06 03/06/06 Annual 5 S Directors on Board AgainstAgainst Company-Specific-Directors on Verizon Communications VZ 92343V104 05/04/06 03/06/06 Annual 6 S Common Boards AgainstAgainst Separate Chairman and CEO Verizon Communications VZ 92343V104 05/04/06 03/06/06 Annual 7 S Positions AgainstFor Performance-Based and/or Verizon Communications VZ 92343V104 05/04/06 03/06/06 Annual 8 S Time-Based Equity Awards AgainstAgainst Verizon Communications VZ 92343V104 05/04/06 03/06/06 Annual 9 S Report on Political Contributions AgainstAgainst EMC Corp. EMC 268648102 05/04/06 03/06/06 Annual 1.1 M Elect Director Gail Deegan For For Elect Director Olli-Pekka EMC Corp. EMC 268648102 05/04/06 03/06/06 Annual 1.2 M Kallasvuo For For EMC Corp. EMC 268648102 05/04/06 03/06/06 Annual 1.3 M Elect Director Windle B. Priem For For EMC Corp. EMC 268648102 05/04/06 03/06/06 Annual 1.4 M Elect Director Alfred M. Zeien For For EMC Corp. EMC 268648102 05/04/06 03/06/06 Annual 2 M Ratify Auditors For For Require a Majority Vote for the EMC Corp. EMC 268648102 05/04/06 03/06/06 Annual 3 S Election of Directors AgainstFor Performance-Based and/or EMC Corp. EMC 268648102 05/04/06 03/06/06 Annual 4 S Time-Based Equity Awards AgainstAgainst EMC Corp. EMC 268648102 05/04/06 03/06/06 Annual 5 S Declassify the Board of Directors AgainstFor Limit Composition of Committee(s) EMC Corp. EMC 268648102 05/04/06 03/06/06 Annual 6 S to Independent Directors AgainstAgainst Bank of America Corp. BAC 060505104 04/26/06 03/03/06 Annual 1.1 M Elect Director William Barnet, III For For Elect Director Frank P. Bramble, Bank of America Corp. BAC 060505104 04/26/06 03/03/06 Annual 1.2 M Sr. For For Bank of America Corp. BAC 060505104 04/26/06 03/03/06 Annual 1.3 M Elect Director John T. Collins For For Bank of America Corp. BAC 060505104 04/26/06 03/03/06 Annual 1.4 M Elect Director Gary L. Countryman For For Bank of America Corp. BAC 060505104 04/26/06 03/03/06 Annual 1.5 M Elect Director Tommy R. Franks For For Bank of America Corp. BAC 060505104 04/26/06 03/03/06 Annual 1.6 M Elect Director Paul Fulton For For Bank of America Corp. BAC 060505104 04/26/06 03/03/06 Annual 1.7 M Elect Director Charles K. Gifford For For Bank of America Corp. BAC 060505104 04/26/06 03/03/06 Annual 1.8 M Elect Director W. Steven Jones For For Bank of America Corp. BAC 060505104 04/26/06 03/03/06 Annual 1.9 M Elect Director Kenneth D. Lewis For For Bank of America Corp. BAC 060505104 04/26/06 03/03/06 Annual 1.10 M Elect Director Monica C. Lozano For For Bank of America Corp. BAC 060505104 04/26/06 03/03/06 Annual 1.11 M Elect Director Walter E. Massey For For Bank of America Corp. BAC 060505104 04/26/06 03/03/06 Annual 1.12 M Elect Director Thomas J. May For For Elect Director Patricia E. Bank of America Corp. BAC 060505104 04/26/06 03/03/06 Annual 1.13 M Mitchell For For Bank of America Corp. BAC 060505104 04/26/06 03/03/06 Annual 1.14 M Elect Director Thomas M. Ryan For For Elect Director O. Temple Sloan, Bank of America Corp. BAC 060505104 04/26/06 03/03/06 Annual 1.15 M Jr. For For Elect Director Meredith R. Bank of America Corp. BAC 060505104 04/26/06 03/03/06 Annual 1.16 M Spangler For For Bank of America Corp. BAC 060505104 04/26/06 03/03/06 Annual 1.17 M Elect Director Robert L. Tillman For For Bank of America Corp. BAC 060505104 04/26/06 03/03/06 Annual 1.18 M Elect Director Jackie M. Ward For For Bank of America Corp. BAC 060505104 04/26/06 03/03/06 Annual 2 M Ratify Auditors For For Bank of America Corp. BAC 060505104 04/26/06 03/03/06 Annual 3 M Amend Omnibus Stock Plan For For Bank of America Corp. BAC 060505104 04/26/06 03/03/06 Annual 4 S Publish Political Contributions AgainstAgainst Require a Majority Vote for the Bank of America Corp. BAC 060505104 04/26/06 03/03/06 Annual 5 S Election of Directors AgainstFor Provide for an Independent Bank of America Corp. BAC 060505104 04/26/06 03/03/06 Annual 6 S Chairman AgainstFor Exclude Reference to Sexual Orientation from the Company's Bank of America Corp. BAC 060505104 04/26/06 03/03/06 Annual 7 S EEO Statement AgainstAgainst United Parcel Service, Inc. UPS 911312106 05/04/06 03/09/06 Annual 1.1 M Elect Director John J. Beystehner For For United Parcel Service, Inc. UPS 911312106 05/04/06 03/09/06 Annual 1.2 M Elect Director Michael J. Burns For For United Parcel Service, Inc. UPS 911312106 05/04/06 03/09/06 Annual 1.3 M Elect Director D. Scott Davis For For United Parcel Service, Inc. UPS 911312106 05/04/06 03/09/06 Annual 1.4 M Elect Director Stuart E. Eizenstat For For United Parcel Service, Inc. UPS 911312106 05/04/06 03/09/06 Annual 1.5 M Elect Director Michael L. Eskew For For United Parcel Service, Inc. UPS 911312106 05/04/06 03/09/06 Annual 1.6 M Elect Director James P. Kelly For Withhol United Parcel Service, Inc. UPS 911312106 05/04/06 03/09/06 Annual 1.7 M Elect Director Ann M. Livermore For For United Parcel Service, Inc. UPS 911312106 05/04/06 03/09/06 Annual 1.8 M Elect Director Gary E. MacDougal For For United Parcel Service, Inc. UPS 911312106 05/04/06 03/09/06 Annual 1.9 M Elect Director Victor A. Pelson For For United Parcel Service, Inc. UPS 911312106 05/04/06 03/09/06 Annual 1.10 M Elect Director John W. Thompson For For United Parcel Service, Inc. UPS 911312106 05/04/06 03/09/06 Annual 1.11 M Elect Director Carol B. Tome For For United Parcel Service, Inc. UPS 911312106 05/04/06 03/09/06 Annual 1.12 M Elect Director Ben Verwaayen For For United Parcel Service, Inc. UPS 911312106 05/04/06 03/09/06 Annual 2 M Ratify Auditors For For PPL Corp. PPL 69351T106 04/28/06 02/28/06 Annual 1.1 M Elect Director John W. Conway For For PPL Corp. PPL 69351T106 04/28/06 02/28/06 Annual 1.2 M Elect Director E. Allen Deaver For For PPL Corp. PPL 69351T106 04/28/06 02/28/06 Annual 1.3 M Elect Director James H. Miller For For PPL Corp. PPL 69351T106 04/28/06 02/28/06 Annual 1.4 M Elect Director Susan M. Stalnecker For For Amend Executive Incentive Bonus PPL Corp. PPL 69351T106 04/28/06 02/28/06 Annual 2 M Plan For For PPL Corp. PPL 69351T106 04/28/06 02/28/06 Annual 3 M Ratify Auditors For For PPL Corp. PPL 69351T106 04/28/06 02/28/06 Annual 4 S Adopt Simple Majority Vote AgainstFor Chevron Corporation CVX 166764100 04/26/06 03/06/06 Annual 1.1 M Elect Director Samuel H. Armacost For For Chevron Corporation CVX 166764100 04/26/06 03/06/06 Annual 1.2 M Elect Director Linnet F. Deily For For Chevron Corporation CVX 166764100 04/26/06 03/06/06 Annual 1.3 M Elect Director Robert E. Denham For For Chevron Corporation CVX 166764100 04/26/06 03/06/06 Annual 1.4 M Elect Director Robert J. Eaton For For Chevron Corporation CVX 166764100 04/26/06 03/06/06 Annual 1.5 M Elect Director Sam Ginn For For Chevron Corporation CVX 166764100 04/26/06 03/06/06 Annual 1.6 M Elect Director Franklyn G. Jenifer For For Chevron Corporation CVX 166764100 04/26/06 03/06/06 Annual 1.7 M Elect Director Sam Nunn For For Chevron Corporation CVX 166764100 04/26/06 03/06/06 Annual 1.8 M Elect Director David J. O'Reilly For For Chevron Corporation CVX 166764100 04/26/06 03/06/06 Annual 1.9 M Elect Director Donald B. Rice For For Chevron Corporation CVX 166764100 04/26/06 03/06/06 Annual 1.10 M Elect Director Peter J. Robertson For For Chevron Corporation CVX 166764100 04/26/06 03/06/06 Annual 1.11 M Elect Director Charles R. Shoemate For For Chevron Corporation CVX 166764100 04/26/06 03/06/06 Annual 1.12 M Elect Director Ronald D. Sugar For For Chevron Corporation CVX 166764100 04/26/06 03/06/06 Annual 1.13 M Elect Director Carl Ware For For Chevron Corporation CVX 166764100 04/26/06 03/06/06 Annual 2 M Ratify Auditors For For Company-Specific-Reimbursement of Chevron Corporation CVX 166764100 04/26/06 03/06/06 Annual 3 S Stockholder Proposal AgainstFor Report on Environmental Impact of Chevron Corporation CVX 166764100 04/26/06 03/06/06 Annual 4 S Drilling in Sensitive Areas AgainstAgainst Chevron Corporation CVX 166764100 04/26/06 03/06/06 Annual 5 S Report on Political Contributions AgainstAgainst Chevron Corporation CVX 166764100 04/26/06 03/06/06 Annual 6 S Adopt an Animal Welfare Policy AgainstAgainst Chevron Corporation CVX 166764100 04/26/06 03/06/06 Annual 7 S Adopt a Human Rights Policy AgainstAgainst Report on Remediation Expenses in Chevron Corporation CVX 166764100 04/26/06 03/06/06 Annual 8 S Ecuador AgainstAgainst The McGraw-Hill Companies, Inc. MHP 580645109 04/26/06 03/07/06 Annual 1.1 M Elect Director James H. Ross For For The McGraw-Hill Companies, Inc. MHP 580645109 04/26/06 03/07/06 Annual 1.2 M Elect Director Kurt L. Schmoke For For The McGraw-Hill Companies, Inc. MHP 580645109 04/26/06 03/07/06 Annual 1.3 M Elect Director Sidney Taurel For For The McGraw-Hill Companies, Inc. MHP 580645109 04/26/06 03/07/06 Annual 2 M Ratify Auditors For For The McGraw-Hill Companies, Inc. MHP 580645109 04/26/06 03/07/06 Annual 3 S Declassify the Board of Directors AgainstAgainst Avery Dennison Corp. AVY 053611109 04/27/06 02/27/06 Annual 1.1 M Elect Director John T. Cardis For For Avery Dennison Corp. AVY 053611109 04/27/06 02/27/06 Annual 1.2 M Elect Director David E.I. Pyott For For Avery Dennison Corp. AVY 053611109 04/27/06 02/27/06 Annual 1.3 M Elect Director Dean A. Scarborough For For Avery Dennison Corp. AVY 053611109 04/27/06 02/27/06 Annual 1.4 M Elect Director Julia A. Stewart For For Avery Dennison Corp. AVY 053611109 04/27/06 02/27/06 Annual 2 M Ratify Auditors For For Praxair, Inc. PX 74005P104 04/25/06 03/01/06 Annual 1.1 M Elect Director Stephen F. Angel For For Praxair, Inc. PX 74005P104 04/25/06 03/01/06 Annual 1.2 M Elect Director Claire W. Gargalli For For Elect Director G. Jackson Praxair, Inc. PX 74005P104 04/25/06 03/01/06 Annual 1.3 M Ratcliffe, Jr. For For Praxair, Inc. PX 74005P104 04/25/06 03/01/06 Annual 1.4 M Elect Director Dennis H. Reilley For For Praxair, Inc. PX 74005P104 04/25/06 03/01/06 Annual 2 M Declassify the Board of Directors None For Approve Executive Incentive Bonus Praxair, Inc. PX 74005P104 04/25/06 03/01/06 Annual 3 M Plan For For Praxair, Inc. PX 74005P104 04/25/06 03/01/06 Annual 4 M Ratify Auditors For For American Standard Companies Inc. ASD 029712106 05/03/06 03/10/06 Annual 1.1 M Elect Director Steven F. Goldstone For For American Standard Companies Inc. ASD 029712106 05/03/06 03/10/06 Annual 1.2 M Elect Director Kirk S. Hachigian For For American Standard Elect Director Edward E. Companies Inc. ASD 029712106 05/03/06 03/10/06 Annual 1.3 M Hagenlocker For For American Standard Companies Inc. ASD 029712106 05/03/06 03/10/06 Annual 1.4 M Elect Director Dale F. Morrison For For American Standard Companies Inc. ASD 029712106 05/03/06 03/10/06 Annual 2 M Ratify Auditors For For KeyCorp KEY 493267108 05/11/06 03/14/06 Annual 1.1 M Elect Director Ralph Alvarez For For KeyCorp KEY 493267108 05/11/06 03/14/06 Annual 1.2 M Elect Director William G. Bares For For KeyCorp KEY 493267108 05/11/06 03/14/06 Annual 1.3 M Elect Director Carol A. Cartwright For For KeyCorp KEY 493267108 05/11/06 03/14/06 Annual 1.4 M Elect Director Thomas C. Stevens For For KeyCorp KEY 493267108 05/11/06 03/14/06 Annual 2 M Ratify Auditors For For Edison International EIX 281020107 04/27/06 02/27/06 Annual 1.1 M Elect Director John E. Bryson For For Edison International EIX 281020107 04/27/06 02/27/06 Annual 1.2 M Elect Director France A. Cordova For For Edison International EIX 281020107 04/27/06 02/27/06 Annual 1.3 M Elect Director Charles B. Curtis For For Edison International EIX 281020107 04/27/06 02/27/06 Annual 1.4 M Elect Director Bradford M. Freeman For For Edison International EIX 281020107 04/27/06 02/27/06 Annual 1.5 M Elect Director Bruce Karatz For For Edison International EIX 281020107 04/27/06 02/27/06 Annual 1.6 M Elect Director Luis G. Nogales For For Edison International EIX 281020107 04/27/06 02/27/06 Annual 1.7 M Elect Director Ronald L. Olson For For Edison International EIX 281020107 04/27/06 02/27/06 Annual 1.8 M Elect Director James M. Rosser For For Elect Director Richard T. Edison International EIX 281020107 04/27/06 02/27/06 Annual 1.9 M Schlosberg, III For For Edison International EIX 281020107 04/27/06 02/27/06 Annual 1.10 M Elect Director Robert H. Smith For For Edison International EIX 281020107 04/27/06 02/27/06 Annual 1.11 M Elect Director Thomas C. Sutton For For Amend Articles To Eliminate Fair Edison International EIX 281020107 04/27/06 02/27/06 Annual 2 M Price Provision For For Adopt Simple Majority Vote Edison International EIX 281020107 04/27/06 02/27/06 Annual 3 S Requirement AgainstAgainst Textron Inc. TXT 883203101 04/26/06 03/03/06 Annual 1.1 M Elect Director Lewis B. Campbell For For Textron Inc. TXT 883203101 04/26/06 03/03/06 Annual 1.2 M Elect Director Lawrence K. Fish For For Textron Inc. TXT 883203101 04/26/06 03/03/06 Annual 1.3 M Elect Director Joe T. Ford For For Textron Inc. TXT 883203101 04/26/06 03/03/06 Annual 2 M Ratify Auditors For For Report on Depleted Uranium Textron Inc. TXT 883203101 04/26/06 03/03/06 Annual 3 S Weapons Components AgainstAgainst Require a Majority Vote for the Textron Inc. TXT 883203101 04/26/06 03/03/06 Annual 4 S Election of Directors AgainstFor Millipore Corp. MIL 601073109 04/26/06 03/03/06 Annual 1.1 M Elect Director Rolf A. Classon For For Millipore Corp. MIL 601073109 04/26/06 03/03/06 Annual 1.2 M Elect Director Mark Hoffman For For Millipore Corp. MIL 601073109 04/26/06 03/03/06 Annual 1.3 M Elect Director John F. Reno For For Millipore Corp. MIL 601073109 04/26/06 03/03/06 Annual 1.4 M Elect Director Karen E. Welke For For Millipore Corp. MIL 601073109 04/26/06 03/03/06 Annual 2 M Amend Omnibus Stock Plan For For MetLife, Inc MET 59156R108 04/25/06 03/01/06 Annual 1.1 M Elect Director C. Robert Henrikson For For MetLife, Inc MET 59156R108 04/25/06 03/01/06 Annual 1.2 M Elect Director John M. Keane For For MetLife, Inc MET 59156R108 04/25/06 03/01/06 Annual 1.3 M Elect Director Hugh B. Price For For Elect Director Kenton J. MetLife, Inc MET 59156R108 04/25/06 03/01/06 Annual 1.4 M Sicchitano For For MetLife, Inc MET 59156R108 04/25/06 03/01/06 Annual 2 M Ratify Auditors For For Elect Director Martha Layne Eastman Kodak Co. EK 277461109 05/10/06 03/13/06 Annual 1.1 M Collins For For Eastman Kodak Co. EK 277461109 05/10/06 03/13/06 Annual 1.2 M Elect Director Timothy M. Donahue For For Eastman Kodak Co. EK 277461109 05/10/06 03/13/06 Annual 1.3 M Elect Director Delano E. Lewis For For Eastman Kodak Co. EK 277461109 05/10/06 03/13/06 Annual 1.4 M Elect Director Antonio M. Perez For For Eastman Kodak Co. EK 277461109 05/10/06 03/13/06 Annual 2 M Ratify Auditors For For Claw-back of Payments under Eastman Kodak Co. EK 277461109 05/10/06 03/13/06 Annual 3 S Restatements AgainstAgainst Temple-Inland Inc. TIN 879868107 05/05/06 03/08/06 Annual 1.1 M Elect Director Cassandra C. Carr For For Temple-Inland Inc. TIN 879868107 05/05/06 03/08/06 Annual 1.2 M Elect Director James T. Hackett For For Temple-Inland Inc. TIN 879868107 05/05/06 03/08/06 Annual 1.3 M Elect Director Arthur Temple, III For For Temple-Inland Inc. TIN 879868107 05/05/06 03/08/06 Annual 1.4 M Elect Director Larry E. Temple For For Temple-Inland Inc. TIN 879868107 05/05/06 03/08/06 Annual 2 M Ratify Auditors For For Baxter International Inc. BAX 071813109 05/09/06 03/13/06 Annual 1.1 M Elect Director Walter E. Boomer For For Baxter International Inc. BAX 071813109 05/09/06 03/13/06 Annual 1.2 M Elect Director James R. Gavin, III For For Baxter International Inc. BAX 071813109 05/09/06 03/13/06 Annual 1.3 M Elect Director Peter S. Hellman For For Baxter International Inc. BAX 071813109 05/09/06 03/13/06 Annual 1.4 M Elect Director K.J. Storm For For Baxter International Inc. BAX 071813109 05/09/06 03/13/06 Annual 2 M Ratify Auditors For For Baxter International Inc. BAX 071813109 05/09/06 03/13/06 Annual 3 M Declassify the Board of Directors For For Baxter International Inc. BAX 071813109 05/09/06 03/13/06 Annual 4 M Establish Range For Board Size For For Baxter International Submit Shareholder Rights Plan Inc. BAX 071813109 05/09/06 03/13/06 Annual 5 S (Poison Pill) to Shareholder Vote AgainstFor Allergan, Inc. AGN 018490102 05/02/06 03/15/06 Annual 1.1 M Elect Director Herbert W. Boyer For For Allergan, Inc. AGN 018490102 05/02/06 03/15/06 Annual 1.2 M Elect Director Robert A. Ingram For For Allergan, Inc. AGN 018490102 05/02/06 03/15/06 Annual 1.3 M Elect Director David E.I. Pyott For For Allergan, Inc. AGN 018490102 05/02/06 03/15/06 Annual 1.4 M Elect Director Russell T. Ray For For Allergan, Inc. AGN 018490102 05/02/06 03/15/06 Annual 2 M Ratify Auditors For For Amend Non-Employee Director Allergan, Inc. AGN 018490102 05/02/06 03/15/06 Annual 3 M Omnibus Stock Plan For For Approve Executive Incentive Bonus Allergan, Inc. AGN 018490102 05/02/06 03/15/06 Annual 4 M Plan For For ProLogis PLD 743410102 05/26/06 03/16/06 Annual 1.1 M Elect Director K. Dane Brooksher For For ProLogis PLD 743410102 05/26/06 03/16/06 Annual 1.2 M Elect Director Stephen L. Feinberg For For ProLogis PLD 743410102 05/26/06 03/16/06 Annual 1.3 M Elect Director George L. Fotiades For For ProLogis PLD 743410102 05/26/06 03/16/06 Annual 1.4 M Elect Director Christine N. Garvey For For ProLogis PLD 743410102 05/26/06 03/16/06 Annual 1.5 M Elect Director Donald P. Jacobs For For ProLogis PLD 743410102 05/26/06 03/16/06 Annual 1.6 M Elect Director Walter C. Rakowich For For ProLogis PLD 743410102 05/26/06 03/16/06 Annual 1.7 M Elect Director Nelson C. Rising For For ProLogis PLD 743410102 05/26/06 03/16/06 Annual 1.8 M Elect Director Jeffrey H. Schwartz For For ProLogis PLD 743410102 05/26/06 03/16/06 Annual 1.9 M Elect Director D. Michael Steuert For For ProLogis PLD 743410102 05/26/06 03/16/06 Annual 1.10 M Elect Director J. Andre Teixeira For For ProLogis PLD 743410102 05/26/06 03/16/06 Annual 1.11 M Elect Director William D. Zollars For For ProLogis PLD 743410102 05/26/06 03/16/06 Annual 1.12 M Elect Director Andrea M. Zulberti For For ProLogis PLD 743410102 05/26/06 03/16/06 Annual 2 M Approve Omnibus Stock Plan For For ProLogis PLD 743410102 05/26/06 03/16/06 Annual 3 M Ratify Auditors For For ProLogis PLD 743410102 05/26/06 03/16/06 Annual 4 M Other Business For Against Waters Corporation WAT 941848103 05/11/06 03/15/06 Annual 1.1 M Elect Director Joshua Bekenstein For For Waters Corporation WAT 941848103 05/11/06 03/15/06 Annual 1.2 M Elect Director Michael J. Berendt For For Elect Director Douglas A. Waters Corporation WAT 941848103 05/11/06 03/15/06 Annual 1.3 M Berthiaume For For Waters Corporation WAT 941848103 05/11/06 03/15/06 Annual 1.4 M Elect Director Edward Conard For For Waters Corporation WAT 941848103 05/11/06 03/15/06 Annual 1.5 M Elect Director Laurie H. Glimcher For For Elect Director Christopher A. Waters Corporation WAT 941848103 05/11/06 03/15/06 Annual 1.6 M Keubler For For Waters Corporation WAT 941848103 05/11/06 03/15/06 Annual 1.7 M Elect Director William J. Miller For For Waters Corporation WAT 941848103 05/11/06 03/15/06 Annual 1.8 M Elect Director JoAnn A. Reed For For Waters Corporation WAT 941848103 05/11/06 03/15/06 Annual 1.9 M Elect Director Thomas P. Salice For For Waters Corporation WAT 941848103 05/11/06 03/15/06 Annual 2 M Ratify Auditors For For Waters Corporation WAT 941848103 05/11/06 03/15/06 Annual 3 M Other Business For Against American Express Co. AXP 025816109 04/24/06 02/28/06 Annual 1.1 M Elect Director Daniel F. Akerson For For American Express Co. AXP 025816109 04/24/06 02/28/06 Annual 1.2 M Elect Director Charlene Barshefsky For Withhol American Express Co. AXP 025816109 04/24/06 02/28/06 Annual 1.3 M Elect Director Ursula M. Burns For For American Express Co. AXP 025816109 04/24/06 02/28/06 Annual 1.4 M Elect Director Kenneth I. Chenault For For American Express Co. AXP 025816109 04/24/06 02/28/06 Annual 1.5 M Elect Director Peter Chernin For For American Express Co. AXP 025816109 04/24/06 02/28/06 Annual 1.6 M Elect Director Peter R. Dolan For For Elect Director Vernon E. Jordan, American Express Co. AXP 025816109 04/24/06 02/28/06 Annual 1.7 M Jr. For Withhol American Express Co. AXP 025816109 04/24/06 02/28/06 Annual 1.8 M Elect Director Jan Leschly For For American Express Co. AXP 025816109 04/24/06 02/28/06 Annual 1.9 M Elect Director Ricahrd A. McGinn For For American Express Co. AXP 025816109 04/24/06 02/28/06 Annual 1.10 M Elect Director Edward D. Miller For For American Express Co. AXP 025816109 04/24/06 02/28/06 Annual 1.11 M Elect Director Frank P. Popoff For For American Express Co. AXP 025816109 04/24/06 02/28/06 Annual 1.12 M Elect Director Robert D. Walter For For American Express Co. AXP 025816109 04/24/06 02/28/06 Annual 2 M Ratify Auditors For For Limit/Prohibit Executive American Express Co. AXP 025816109 04/24/06 02/28/06 Annual 3 S Stock-Based Awards AgainstAgainst Require a Majority Vote for the American Express Co. AXP 025816109 04/24/06 02/28/06 Annual 4 S Election of Directors AgainstAgainst Exclude Reference to Sexual Orientation from the Company's American Express Co. AXP 025816109 04/24/06 02/28/06 Annual 5 S EEO Statement AgainstAgainst Company-Specific -- Reimbursement of Expenses for Certain Shareholder-Nominated Director American Express Co. AXP 025816109 04/24/06 02/28/06 Annual 6 S Candidates AgainstAgainst Lockheed Martin Corp. LMT 539830109 04/27/06 03/01/06 Annual 1.1 M Elect Director E.C. Aldridge, Jr. For For Lockheed Martin Corp. LMT 539830109 04/27/06 03/01/06 Annual 1.2 M Elect Director Nolan D. Archibald For For Lockheed Martin Corp. LMT 539830109 04/27/06 03/01/06 Annual 1.3 M Elect Director Marcus C. Bennett For For Lockheed Martin Corp. LMT 539830109 04/27/06 03/01/06 Annual 1.4 M Elect Director James O. Ellis, Jr. For For Lockheed Martin Corp. LMT 539830109 04/27/06 03/01/06 Annual 1.5 M Elect Director Gwendolyn S. King For For Lockheed Martin Corp. LMT 539830109 04/27/06 03/01/06 Annual 1.6 M Elect Director James M. Loy For For Elect Director Douglas H. Lockheed Martin Corp. LMT 539830109 04/27/06 03/01/06 Annual 1.7 M McCorkindale For For Lockheed Martin Corp. LMT 539830109 04/27/06 03/01/06 Annual 1.8 M Elect Director Eugene F. Murphy For For Lockheed Martin Corp. LMT 539830109 04/27/06 03/01/06 Annual 1.9 M Elect Director Joseph W. Ralston For For Lockheed Martin Corp. LMT 539830109 04/27/06 03/01/06 Annual 1.10 M Elect Director Frank Savage For For Lockheed Martin Corp. LMT 539830109 04/27/06 03/01/06 Annual 1.11 M Elect Director James M. Schneider For For Lockheed Martin Corp. LMT 539830109 04/27/06 03/01/06 Annual 1.12 M Elect Director Anne Stevens For For Lockheed Martin Corp. LMT 539830109 04/27/06 03/01/06 Annual 1.13 M Elect Director Robert J. Stevens For For Lockheed Martin Corp. LMT 539830109 04/27/06 03/01/06 Annual 1.14 M Elect Director James R. Ukropina For For Lockheed Martin Corp. LMT 539830109 04/27/06 03/01/06 Annual 1.15 M Elect Director Douglas C. Yearley For For Lockheed Martin Corp. LMT 539830109 04/27/06 03/01/06 Annual 2 M Ratify Auditors For For Approve Executive Incentive Bonus Lockheed Martin Corp. LMT 539830109 04/27/06 03/01/06 Annual 3 M Plan For For Amend Lockheed Martin Corp. LMT 539830109 04/27/06 03/01/06 Annual 4 M Articles/Bylaws/Charter-Non-Routine For For Increase Disclosure of Executive Lockheed Martin Corp. LMT 539830109 04/27/06 03/01/06 Annual 5 S Compensation AgainstAgainst Adopt Simple Majority Vote Lockheed Martin Corp. LMT 539830109 04/27/06 03/01/06 Annual 6 S Requirement AgainstFor Report Equal Employment Lockheed Martin Corp. LMT 539830109 04/27/06 03/01/06 Annual 7 S Opportunity Information AgainstAgainst Report on Depleted Uranium Lockheed Martin Corp. LMT 539830109 04/27/06 03/01/06 Annual 8 S Weapons Components AgainstAgainst MeadWestvaco Corp. MWV 583334107 04/25/06 03/01/06 Annual 1.1 M Elect Director James G. Kaiser For For MeadWestvaco Corp. MWV 583334107 04/25/06 03/01/06 Annual 1.2 M Elect Director Richard B. Kelson For For MeadWestvaco Corp. MWV 583334107 04/25/06 03/01/06 Annual 1.3 M Elect Director John A. Krol For For MeadWestvaco Corp. MWV 583334107 04/25/06 03/01/06 Annual 1.4 M Elect Director John A. Luke, Jr. For For MeadWestvaco Corp. MWV 583334107 04/25/06 03/01/06 Annual 2 M Ratify Auditors For For MeadWestvaco Corp. MWV 583334107 04/25/06 03/01/06 Annual 3 M Declassify the Board of Directors For For Reduce Supermajority Vote MeadWestvaco Corp. MWV 583334107 04/25/06 03/01/06 Annual 4 M Requirement For For Require a Majority Vote for the MeadWestvaco Corp. MWV 583334107 04/25/06 03/01/06 Annual 5 S Election of Directors AgainstFor Bristol-Myers Squibb Co. BMY 110122108 05/02/06 03/06/06 Annual 1.1 M Elect Director Robert E. Allen For For Bristol-Myers Squibb Co. BMY 110122108 05/02/06 03/06/06 Annual 1.2 M Elect Director Lewis B. Campbell For For Bristol-Myers Squibb Co. BMY 110122108 05/02/06 03/06/06 Annual 1.3 M Elect Director Vance D. Coffman For For Bristol-Myers Squibb Co. BMY 110122108 05/02/06 03/06/06 Annual 1.4 M Elect Director James M. Cornelius For For Bristol-Myers Squibb Co. BMY 110122108 05/02/06 03/06/06 Annual 1.5 M Elect Director Peter R. Dolan For For Bristol-Myers Squibb Co. BMY 110122108 05/02/06 03/06/06 Annual 1.6 M Elect Director Louis J. Freeh For For Bristol-Myers Squibb Elect Director Laurie H. Co. BMY 110122108 05/02/06 03/06/06 Annual 1.7 M Glimcher, M.D. For For Bristol-Myers Squibb Co. BMY 110122108 05/02/06 03/06/06 Annual 1.8 M Elect Director Leif Johansson For For Bristol-Myers Squibb Elect Director James D. Robinson, Co. BMY 110122108 05/02/06 03/06/06 Annual 1.9 M III For For Bristol-Myers Squibb Co. BMY 110122108 05/02/06 03/06/06 Annual 2 M Ratify Auditor For For Bristol-Myers Squibb Increase Disclosure of Executive Co. BMY 110122108 05/02/06 03/06/06 Annual 3 S Compensation AgainstAgainst Bristol-Myers Squibb Co. BMY 110122108 05/02/06 03/06/06 Annual 4 S Provide for Cumulative Voting AgainstFor Bristol-Myers Squibb Claw-back of Payments under Co. BMY 110122108 05/02/06 03/06/06 Annual 5 S Restatements AgainstAgainst Bristol-Myers Squibb Co. BMY 110122108 05/02/06 03/06/06 Annual 6 S Report on Animal Welfare AgainstAgainst Bristol-Myers Squibb Establish Term Limits for Co. BMY 110122108 05/02/06 03/06/06 Annual 7 S Directors AgainstAgainst Zimmer Holdings Inc ZMH 98956P102 05/01/06 03/08/06 Annual 1.1 M Elect Director Stuart M. Essig For For Elect Director Augustus A. White, Zimmer Holdings Inc ZMH 98956P102 05/01/06 03/08/06 Annual 1.2 M III, M.D., Ph.D. For For Zimmer Holdings Inc ZMH 98956P102 05/01/06 03/08/06 Annual 2 M Approve Omnibus Stock Plan For For Zimmer Holdings Inc ZMH 98956P102 05/01/06 03/08/06 Annual 3 M Ratify Auditors For For Zimmer Holdings Inc ZMH 98956P102 05/01/06 03/08/06 Annual 4 S Declassify the Board of Directors AgainstAgainst CIGNA Corp. CI 125509109 04/26/06 02/28/06 Annual 1.1 M Elect Director H. Edward Hanway For For CIGNA Corp. CI 125509109 04/26/06 02/28/06 Annual 1.2 M Elect Director Harold A. Wagner For For CIGNA Corp. CI 125509109 04/26/06 02/28/06 Annual 2 M Ratify Auditors For For W.W. Grainger, Inc. GWW 384802104 04/26/06 03/06/06 Annual 1.1 M Elect Director Brian P. Anderson For For W.W. Grainger, Inc. GWW 384802104 04/26/06 03/06/06 Annual 1.2 M Elect Director Wilbur H. Gantz For For W.W. Grainger, Inc. GWW 384802104 04/26/06 03/06/06 Annual 1.3 M Elect Director David W. Grainger For For W.W. Grainger, Inc. GWW 384802104 04/26/06 03/06/06 Annual 1.4 M Elect Director V. Ann Hailey For For W.W. Grainger, Inc. GWW 384802104 04/26/06 03/06/06 Annual 1.5 M Elect Director William K. Hall For For W.W. Grainger, Inc. GWW 384802104 04/26/06 03/06/06 Annual 1.6 M Elect Director Richard L. Keyser For For W.W. Grainger, Inc. GWW 384802104 04/26/06 03/06/06 Annual 1.7 M Elect Director Stuart L. Levenick For For Elect Director John W. Mccarter, W.W. Grainger, Inc. GWW 384802104 04/26/06 03/06/06 Annual 1.8 M Jr. For For W.W. Grainger, Inc. GWW 384802104 04/26/06 03/06/06 Annual 1.9 M Elect Director Neil S. Novich For For W.W. Grainger, Inc. GWW 384802104 04/26/06 03/06/06 Annual 1.10 M Elect Director Michael J. Roberts For For W.W. Grainger, Inc. GWW 384802104 04/26/06 03/06/06 Annual 1.11 M Elect Director Gary L. Rogers For For W.W. Grainger, Inc. GWW 384802104 04/26/06 03/06/06 Annual 1.12 M Elect Director James D. Slavik For For W.W. Grainger, Inc. GWW 384802104 04/26/06 03/06/06 Annual 1.13 M Elect Director Harold B. Smith For For W.W. Grainger, Inc. GWW 384802104 04/26/06 03/06/06 Annual 2 M Ratify Auditors For For Amgen, Inc. AMGN 031162100 05/10/06 03/13/06 Annual 1.1 M Elect Director Frederick W. Gluck For For Amgen, Inc. AMGN 031162100 05/10/06 03/13/06 Annual 1.2 M Elect Director J. Paul Reason For For Amgen, Inc. AMGN 031162100 05/10/06 03/13/06 Annual 1.3 M Elect Director Donald B. Rice For For Amgen, Elect Director Leonard D. Inc. AMGN 031162100 05/10/06 03/13/06 Annual 1.4 M Schaeffer For For Amgen, Inc. AMGN 031162100 05/10/06 03/13/06 Annual 2 M Ratify Auditors For For Amgen, Inc. AMGN 031162100 05/10/06 03/13/06 Annual 3 S Stock Retention AgainstAgainst Amgen, Link Executive Compensation to Inc. AMGN 031162100 05/10/06 03/13/06 Annual 4 S Social Issues AgainstAgainst Amgen, Submit Shareholder Rights Plan Inc. AMGN 031162100 05/10/06 03/13/06 Annual 5 S (Poison Pill) to Shareholder Vote AgainstFor Amgen, Inc. AMGN 031162100 05/10/06 03/13/06 Annual 6 S Develop an Animal Welfare Policy AgainstAgainst Amgen, Require a Majority Vote for the Inc. AMGN 031162100 05/10/06 03/13/06 Annual 7 S Election of Directors AgainstFor Amgen, Inc. AMGN 031162100 05/10/06 03/13/06 Annual 8 S Report on Political Contributions For For Intel Corp. INTC 458140100 05/17/06 03/20/06 Annual 1 M Elect Director Craig R. Barrett For For Intel Corp. INTC 458140100 05/17/06 03/20/06 Annual 2 M Elect Director Charlene Barshefsky For For Intel Corp. INTC 458140100 05/17/06 03/20/06 Annual 3 M Elect Director E. John P. Browne For For Intel Corp. INTC 458140100 05/17/06 03/20/06 Annual 4 M Elect Director D. James Guzy For For Intel Corp. INTC 458140100 05/17/06 03/20/06 Annual 5 M Elect Director Reed E. Hundt For For Intel Corp. INTC 458140100 05/17/06 03/20/06 Annual 6 M Elect Director Paul S. Otellini For For Intel Corp. INTC 458140100 05/17/06 03/20/06 Annual 7 M Elect Director James D. Plummer For For Intel Corp. INTC 458140100 05/17/06 03/20/06 Annual 8 M Elect Director David S. Pottruck For For Intel Corp. INTC 458140100 05/17/06 03/20/06 Annual 9 M Elect Director Jane E. Shaw For For Intel Corp. INTC 458140100 05/17/06 03/20/06 Annual 10 M Elect Director John L. Thornton For For Intel Corp. INTC 458140100 05/17/06 03/20/06 Annual 11 M Elect Director David B. Yoffie For For Intel Corp. INTC 458140100 05/17/06 03/20/06 Annual 12 M Rescind Fair Price Provision For For Amend Articles/Bylaws/Repeal Intel Corp. INTC 458140100 05/17/06 03/20/06 Annual 13 M Supermajority Vote For For Intel Corp. INTC 458140100 05/17/06 03/20/06 Annual 14 M Ratify Auditors For For Intel Corp. INTC 458140100 05/17/06 03/20/06 Annual 15 M Approve Omnibus Stock Plan For For Intel Approve Qualified Employee Stock Corp. INTC 458140100 05/17/06 03/20/06 Annual 16 M Purchase Plan For For APPROVAL OF THE AMENDMENTS TO THE CHARTER OF VIMPELCOM., ALL AS Vimpel Communications MORE FULLY DESCRIBED IN THE OJSC 68370R109 04/24/06 03/09/06 Special 1 M NOTICE. For For Brunswick Corp. BC 117043109 05/03/06 03/02/06 Annual 1.1 M Elect Director Michael J. Callahan For For Brunswick Corp. BC 117043109 05/03/06 03/02/06 Annual 1.2 M Elect Director Manuel A. Fernandez For For Brunswick Corp. BC 117043109 05/03/06 03/02/06 Annual 1.3 M Elect Director Peter B. Hamilton For For Brunswick Corp. BC 117043109 05/03/06 03/02/06 Annual 1.4 M Elect Director Roger W. Schipke For For Brunswick Corp. BC 117043109 05/03/06 03/02/06 Annual 2 M Amend Omnibus Stock Plan For For Brunswick Corp. BC 117043109 05/03/06 03/02/06 Annual 3 M Ratify Auditors For For Marriott International Inc. MAR 571903202 04/28/06 03/07/06 Annual 1.1 M Elect Director Richard S. Braddock For For Marriott International Elect Director Floretta Dukes Inc. MAR 571903202 04/28/06 03/07/06 Annual 1.2 M McKenzie For For Marriott International Inc. MAR 571903202 04/28/06 03/07/06 Annual 1.3 M Elect Director Lawrence M. Small For For Marriott International Inc. MAR 571903202 04/28/06 03/07/06 Annual 2 M Ratify Auditors For For Marriott International Inc. MAR 571903202 04/28/06 03/07/06 Annual 3 M Declassify the Board of Directors For For Marriott International Require a Majority Vote for the Inc. MAR 571903202 04/28/06 03/07/06 Annual 4 S Election of Directors For For Moody's Corporation MCO 615369105 04/25/06 03/01/06 Annual 1.1 M Elect Director Ewald Kist For For Moody's Corporation MCO 615369105 04/25/06 03/01/06 Annual 1.2 M Elect Director Henry A. McKinnell For For Moody's Corporation MCO 615369105 04/25/06 03/01/06 Annual 1.3 M Elect Director John K. Wulff For For Moody's Corporation MCO 615369105 04/25/06 03/01/06 Annual 2 M Ratify Auditors For For Moody's Corporation MCO 615369105 04/25/06 03/01/06 Annual 3 S Declassify the Board of Directors AgainstAgainst Schering-Plough Corp. SGP 806605101 05/19/06 03/20/06 Annual 1.1 M Elect Director Thomas J. Colligan For For Schering-Plough Corp. SGP 806605101 05/19/06 03/20/06 Annual 1.2 M Elect Director C. Robert Kidder For For Schering-Plough Corp. SGP 806605101 05/19/06 03/20/06 Annual 1.3 M Elect Director Carl E. Mundy, Jr. For For Schering-Plough Corp. SGP 806605101 05/19/06 03/20/06 Annual 1.4 M Elect Director Patricia F. Russo For For Schering-Plough Corp. SGP 806605101 05/19/06 03/20/06 Annual 1.5 M Elect Director Arthur F. Weinbach For For Schering-Plough Corp. SGP 806605101 05/19/06 03/20/06 Annual 2 M Ratify Auditor For For Schering-Plough Corp. SGP 806605101 05/19/06 03/20/06 Annual 3 M Declassify the Board of Directors For For Approve Outside Director Stock Schering-Plough Corp. SGP 806605101 05/19/06 03/20/06 Annual 4 M Awards/Options in Lieu of Cash For For Schering-Plough Corp. SGP 806605101 05/19/06 03/20/06 Annual 5 M Approve Omnibus Stock Plan For For Require a Majority Vote for the Schering-Plough Corp. SGP 806605101 05/19/06 03/20/06 Annual 6 S Election of Directors AgainstFor Adopt Simple Majority Vote Schering-Plough Corp. SGP 806605101 05/19/06 03/20/06 Annual 7 S Requirement AgainstFor Freeport-McMoRan Elect Director Robert J. Allison, Copper & Gold Inc. FCX 35671D857 05/04/06 03/07/06 Annual 1.1 M Jr. For For Freeport-McMoRan Copper & Gold Inc. FCX 35671D857 05/04/06 03/07/06 Annual 1.2 M Elect Director Robert A. Day For For Freeport-McMoRan Copper & Gold Inc. FCX 35671D857 05/04/06 03/07/06 Annual 1.3 M Elect Director Gerald J. Ford For For Freeport-McMoRan Copper & Gold Inc. FCX 35671D857 05/04/06 03/07/06 Annual 1.4 M Elect Director H.Devon Graham, Jr. For For Freeport-McMoRan Copper & Gold Inc. FCX 35671D857 05/04/06 03/07/06 Annual 1.5 M Elect Director J. Bennett Johnston For For Freeport-McMoRan Copper & Gold Inc. FCX 35671D857 05/04/06 03/07/06 Annual 1.6 M Elect Director Bobby Lee Lackey For For Freeport-McMoRan Elect Director Gabrielle K. Copper & Gold Inc. FCX 35671D857 05/04/06 03/07/06 Annual 1.7 M McDonald For For Freeport-McMoRan Copper & Gold Inc. FCX 35671D857 05/04/06 03/07/06 Annual 1.8 M Elect Director James R. Moffet For For Freeport-McMoRan Copper & Gold Inc. FCX 35671D857 05/04/06 03/07/06 Annual 1.9 M Elect Director B.M. Rankin, Jr. For For Freeport-McMoRan Copper & Gold Inc. FCX 35671D857 05/04/06 03/07/06 Annual 1.10 M Elect Director J. Stapleton Roy For For Freeport-McMoRan Copper & Gold Inc. FCX 35671D857 05/04/06 03/07/06 Annual 1.11 M Elect Director J. Taylor Wharton For For Freeport-McMoRan Copper & Gold Inc. FCX 35671D857 05/04/06 03/07/06 Annual 2 M Ratify Auditors For For Freeport-McMoRan Copper & Gold Inc. FCX 35671D857 05/04/06 03/07/06 Annual 3 M Approve Omnibus Stock Plan For For Freeport-McMoRan Review Payment Policy to Copper & Gold Inc. FCX 35671D857 05/04/06 03/07/06 Annual 4 S Indonesian Military AgainstAgainst Advanced Micro Devices, Inc. AMD 007903107 05/05/06 03/06/06 Annual 1.1 M Elect Director Hector de J. Ruiz For For Advanced Micro Devices, Inc. AMD 007903107 05/05/06 03/06/06 Annual 1.2 M Elect Director W. Michael Barnes For For Advanced Micro Devices, Inc. AMD 007903107 05/05/06 03/06/06 Annual 1.3 M Elect Director Bruce L. Claflin For For Advanced Micro Devices, Inc. AMD 007903107 05/05/06 03/06/06 Annual 1.4 M Elect Director H. Paulett Eberhart For For Advanced Micro Devices, Inc. AMD 007903107 05/05/06 03/06/06 Annual 1.5 M Elect Director Robert B. Palmer For For Advanced Micro Elect Director Leonard M. Devices, Inc. AMD 007903107 05/05/06 03/06/06 Annual 1.6 M Silverman For For Advanced Micro Devices, Inc. AMD 007903107 05/05/06 03/06/06 Annual 1.7 M Elect Director Morton L. Topfer For For Advanced Micro Devices, Inc. AMD 007903107 05/05/06 03/06/06 Annual 2 M Ratify Auditors For For Advanced Micro Devices, Inc. AMD 007903107 05/05/06 03/06/06 Annual 3 M Amend Omnibus Stock Plan For For Advanced Micro Amend Qualified Employee Stock Devices, Inc. AMD 007903107 05/05/06 03/06/06 Annual 4 M Purchase Plan For For Advanced Micro Approve Executive Incentive Bonus Devices, Inc. AMD 007903107 05/05/06 03/06/06 Annual 5 M Plan For For Elect Director Patricia Diaz UST Inc. UST 902911106 05/02/06 03/09/06 Annual 1.1 M Dennis For For UST Inc. UST 902911106 05/02/06 03/09/06 Annual 1.2 M Elect Director Peter J. Neff For For UST Inc. UST 902911106 05/02/06 03/09/06 Annual 1.3 M Elect Director Andrew J. Parsons For For UST Inc. UST 902911106 05/02/06 03/09/06 Annual 2 M Ratify Auditors For For Submit Internet Tobacco Advertisements to Independent UST Inc. UST 902911106 05/02/06 03/09/06 Annual 3 S Review AgainstAgainst UST Inc. UST 902911106 05/02/06 03/09/06 Annual 4 S Declassify the Board of Directors AgainstFor Elect Director Anne Sutherland Pitney Bowes Inc. PBI 724479100 05/08/06 03/10/06 Annual 1.1 M Fuchs For For Pitney Bowes Inc. PBI 724479100 05/08/06 03/10/06 Annual 1.2 M Elect Director James H. Keyes For For Pitney Bowes Inc. PBI 724479100 05/08/06 03/10/06 Annual 1.3 M Elect Director David L. Shedlarz For For Pitney Bowes Inc. PBI 724479100 05/08/06 03/10/06 Annual 1.4 M Elect Director David B. Snow, Jr. For For Pitney Bowes Inc. PBI 724479100 05/08/06 03/10/06 Annual 2 M Ratify Auditors For For Amend Executive Incentive Bonus Pitney Bowes Inc. PBI 724479100 05/08/06 03/10/06 Annual 3 M Plan For For Approve Qualified Employee Stock Pitney Bowes Inc. PBI 724479100 05/08/06 03/10/06 Annual 4 M Purchase Plan For For Occidental Petroleum Corp. OXY 674599105 05/05/06 03/06/06 Annual 1.1 M Elect Director Spencer Abraham For For Occidental Petroleum Corp. OXY 674599105 05/05/06 03/06/06 Annual 1.2 M Elect Director Ronald W. Burkle For Withhol Occidental Petroleum Corp. OXY 674599105 05/05/06 03/06/06 Annual 1.3 M Elect Director John S. Chalsty For For Occidental Petroleum Corp. OXY 674599105 05/05/06 03/06/06 Annual 1.4 M Elect Director Edward P. Djerejian For For Occidental Petroleum Corp. OXY 674599105 05/05/06 03/06/06 Annual 1.5 M Elect Director R. Chad Dreier For For Occidental Petroleum Corp. OXY 674599105 05/05/06 03/06/06 Annual 1.6 M Elect Director John E. Feick For For Occidental Petroleum Corp. OXY 674599105 05/05/06 03/06/06 Annual 1.7 M Elect Director Ray R. Irani For For Occidental Petroleum Corp. OXY 674599105 05/05/06 03/06/06 Annual 1.8 M Elect Director Irvin W. Maloney For For Occidental Petroleum Corp. OXY 674599105 05/05/06 03/06/06 Annual 1.9 M Elect Director Rodolfo Segovia For For Occidental Petroleum Corp. OXY 674599105 05/05/06 03/06/06 Annual 1.10 M Elect Director Aziz D. Syriani For For Occidental Petroleum Corp. OXY 674599105 05/05/06 03/06/06 Annual 1.11 M Elect Director Rosemary Tomich For For Occidental Petroleum Corp. OXY 674599105 05/05/06 03/06/06 Annual 1.12 M Elect Director Walter L. Weisman For For Occidental Petroleum Corp. OXY 674599105 05/05/06 03/06/06 Annual 2 M Ratify Auditors For For Occidental Petroleum Corp. OXY 674599105 05/05/06 03/06/06 Annual 3 M Increase Authorized Common Stock For For Occidental Petroleum Corp. OXY 674599105 05/05/06 03/06/06 Annual 4 S Limit Executive Compensation AgainstAgainst Occidental Petroleum Corp. OXY 674599105 05/05/06 03/06/06 Annual 5 S Report on Global Warming AgainstAgainst Occidental Petroleum Require a Majority Vote for the Corp. OXY 674599105 05/05/06 03/06/06 Annual 6 S Election of Directors AgainstFor VF Corp. VFC 918204108 04/25/06 03/07/06 Annual 1.1 M Elect Director Robert J. Hurst For For VF Corp. VFC 918204108 04/25/06 03/07/06 Annual 1.2 M Elect Director W. Alan McCollough For For VF Corp. VFC 918204108 04/25/06 03/07/06 Annual 1.3 M Elect Director M. Rust Sharp For For VF Corp. VFC 918204108 04/25/06 03/07/06 Annual 1.4 M Elect Director Raymond G. Viault For For VF Corp. VFC 918204108 04/25/06 03/07/06 Annual 2 M Ratify Auditors For For Anadarko Petroleum Elect Director Robert J. Allison, Corp. APC 032511107 05/11/06 03/13/06 Annual 1.1 M Jr. For For Anadarko Petroleum Elect Director John W. Poduska, Corp. APC 032511107 05/11/06 03/13/06 Annual 1.2 M Sr. For For Anadarko Petroleum Corp. APC 032511107 05/11/06 03/13/06 Annual 2 M Increase Authorized Common Stock For Against Anadarko Petroleum Corp. APC 032511107 05/11/06 03/13/06 Annual 3 M Ratify Auditors For For Gilead Sciences, Inc. GILD 375558103 05/10/06 03/22/06 Annual 1.1 M Elect Director Paul Berg For For Gilead Sciences, Inc. GILD 375558103 05/10/06 03/22/06 Annual 1.2 M Elect Director John F. Cogan For For Gilead Sciences, Inc. GILD 375558103 05/10/06 03/22/06 Annual 1.3 M Elect Director Etienne F. Davignon For For Gilead Sciences, Inc. GILD 375558103 05/10/06 03/22/06 Annual 1.4 M Elect Director James M. Denny For For Gilead Sciences, Inc. GILD 375558103 05/10/06 03/22/06 Annual 1.5 M Elect Director John W. Madigan For For Gilead Sciences, Inc. GILD 375558103 05/10/06 03/22/06 Annual 1.6 M Elect Director John C. Martin For For Gilead Sciences, Inc. GILD 375558103 05/10/06 03/22/06 Annual 1.7 M Elect Director Gordon E. Moore For For Gilead Sciences, Inc. GILD 375558103 05/10/06 03/22/06 Annual 1.8 M Elect Director Nicholas G. Moore For For Gilead Sciences, Inc. GILD 375558103 05/10/06 03/22/06 Annual 1.9 M Elect Director Gayle E. Wilson For For Gilead Sciences, Inc. GILD 375558103 05/10/06 03/22/06 Annual 2 M Ratify Auditors For For Gilead Sciences, Inc. GILD 375558103 05/10/06 03/22/06 Annual 3 M Amend Omnibus Stock Plan For For Approve Executive Incentive Bonus Gilead Sciences, Inc. GILD 375558103 05/10/06 03/22/06 Annual 4 M Plan For For Gilead Sciences, Inc. GILD 375558103 05/10/06 03/22/06 Annual 5 M Increase Authorized Common Stock For For Report on Impact of HIV/AIDS, TB, Gilead Sciences, Inc. GILD 375558103 05/10/06 03/22/06 Annual 6 S and Malaria Pandemics AgainstAgainst Capital One Financial Corp. COF 14040H105 04/27/06 02/28/06 Annual 1.1 M Elect Director Richard D. Fairbank For For Capital One Financial Corp. COF 14040H105 04/27/06 02/28/06 Annual 1.2 M Elect Director E.R. Campbell For For Capital One Financial Corp. COF 14040H105 04/27/06 02/28/06 Annual 1.3 M Elect Director Stanley Westreich For For Capital One Financial Corp. COF 14040H105 04/27/06 02/28/06 Annual 2 M Ratify Auditors For For Capital One Financial Corp. COF 14040H105 04/27/06 02/28/06 Annual 3 M Amend Omnibus Stock Plan For For Capital One Financial Require a Majority Vote for the Corp. COF 14040H105 04/27/06 02/28/06 Annual 4 S Election of Directors AgainstAgainst The Boeing Co. BA 097023105 05/01/06 03/03/06 Annual 1.1 M Elect Director John H. Biggs For For The Boeing Co. BA 097023105 05/01/06 03/03/06 Annual 1.2 M Elect Director John E. Bryson For For The Boeing Co. BA 097023105 05/01/06 03/03/06 Annual 1.3 M Elect Director Linda Z. Cook For For The Boeing Co. BA 097023105 05/01/06 03/03/06 Annual 1.4 M Elect Director William M. Daley For For Elect Director Kenneth M. The Boeing Co. BA 097023105 05/01/06 03/03/06 Annual 1.5 M Duberstein For For The Boeing Co. BA 097023105 05/01/06 03/03/06 Annual 1.6 M Elect Director John F. McDonnell For For Elect Director W. James McNerney, The Boeing Co. BA 097023105 05/01/06 03/03/06 Annual 1.7 M Jr. For For The Boeing Co. BA 097023105 05/01/06 03/03/06 Annual 1.8 M Elect Director Richard D. Nanula For For The Boeing Co. BA 097023105 05/01/06 03/03/06 Annual 1.9 M Elect Director Rozanne L. Ridgway For For The Boeing Co. BA 097023105 05/01/06 03/03/06 Annual 1.10 M Elect Director Mike S. Zafirovski For For Approve Executive Incentive Bonus The Boeing Co. BA 097023105 05/01/06 03/03/06 Annual 2 M Plan For For The Boeing Co. BA 097023105 05/01/06 03/03/06 Annual 3 M Amend Omnibus Stock Plan For For Reduce Supermajority Vote The Boeing Co. BA 097023105 05/01/06 03/03/06 Annual 4 M Requirement For For The Boeing Co. BA 097023105 05/01/06 03/03/06 Annual 5 M Ratify Auditors For For The Boeing Co. BA 097023105 05/01/06 03/03/06 Annual 6 S Develop a Human Rights Policy AgainstAgainst Develop Ethical Criteria for The Boeing Co. BA 097023105 05/01/06 03/03/06 Annual 7 S Military Contracts AgainstAgainst The Boeing Co. BA 097023105 05/01/06 03/03/06 Annual 8 S Report on Charitable Contributions AgainstAgainst Require a Majority Vote for the The Boeing Co. BA 097023105 05/01/06 03/03/06 Annual 9 S Election of Directors AgainstFor Separate Chairman and CEO The Boeing Co. BA 097023105 05/01/06 03/03/06 Annual 10 S Positions AgainstFor The Dow Chemical Elect Director Jacqueline K. Company DOW 260543103 05/11/06 03/13/06 Annual 1.1 M Barton For For The Dow Chemical Company DOW 260543103 05/11/06 03/13/06 Annual 1.2 M Elect Director James A. Bell For For The Dow Chemical Elect Director Barbara Hackman Company DOW 260543103 05/11/06 03/13/06 Annual 1.3 M Franklin For For The Dow Chemical Company DOW 260543103 05/11/06 03/13/06 Annual 1.4 M Elect Director Andrew N. Liveris For For The Dow Chemical Company DOW 260543103 05/11/06 03/13/06 Annual 1.5 M Elect Director Geoffery E. Merszei For For The Dow Chemical Company DOW 260543103 05/11/06 03/13/06 Annual 1.6 M Elect Director J. Pedro Reinhard For For The Dow Chemical Company DOW 260543103 05/11/06 03/13/06 Annual 1.7 M Elect Director Ruth G. Shaw For For The Dow Chemical Company DOW 260543103 05/11/06 03/13/06 Annual 1.8 M Elect Director Paul G. Stern For For The Dow Chemical Company DOW 260543103 05/11/06 03/13/06 Annual 2 M Ratify Auditors For For The Dow Chemical Report on Remediation Policies in Company DOW 260543103 05/11/06 03/13/06 Annual 3 S Bhopal AgainstAgainst The Dow Chemical Report on Genetically Modified Company DOW 260543103 05/11/06 03/13/06 Annual 4 S Organisms AgainstAgainst The Dow Chemical Evaluate Potential Links Between Company DOW 260543103 05/11/06 03/13/06 Annual 5 S Company Products and Asthma AgainstAgainst The Dow Chemical Report on Security of Chemical Company DOW 260543103 05/11/06 03/13/06 Annual 6 S Facilities AgainstAgainst Whirlpool Corp. WHR 963320106 04/18/06 03/03/06 Annual 1.1 M Elect Director Gary T. DiCamillo For For Whirlpool Corp. WHR 963320106 04/18/06 03/03/06 Annual 1.2 M Elect Director Kathleen J. Hempel For For Whirlpool Corp. WHR 963320106 04/18/06 03/03/06 Annual 1.3 M Elect Director Arnold G. Langbo For For Whirlpool Corp. WHR 963320106 04/18/06 03/03/06 Annual 1.4 M Elect Director David L. Swift For For Whirlpool Corp. WHR 963320106 04/18/06 03/03/06 Annual 1.5 M Elect Director Michael A. Todman For For The Chubb Corp. CB 171232101 04/25/06 03/06/06 Annual 1.1 M Elect Director Zoe Baird For For The Chubb Corp. CB 171232101 04/25/06 03/06/06 Annual 1.2 M Elect Director Sheila P. Burke For For The Chubb Corp. CB 171232101 04/25/06 03/06/06 Annual 1.3 M Elect Director James I. Cash, Jr. For For The Chubb Corp. CB 171232101 04/25/06 03/06/06 Annual 1.4 M Elect Director Joel J. Cohen For For The Chubb Corp. CB 171232101 04/25/06 03/06/06 Annual 1.5 M Elect Director James M. Cornelius For For The Chubb Corp. CB 171232101 04/25/06 03/06/06 Annual 1.6 M Elect Director John D. Finnegan For For The Chubb Corp. CB 171232101 04/25/06 03/06/06 Annual 1.7 M Elect Director Klaus J. Mangold For For Elect Director Sir David G. The Chubb Corp. CB 171232101 04/25/06 03/06/06 Annual 1.8 M Scholey For For The Chubb Corp. CB 171232101 04/25/06 03/06/06 Annual 1.9 M Elect Director Raymond G.H. Seitz For For The Chubb Corp. CB 171232101 04/25/06 03/06/06 Annual 1.10 M Elect Director Lawrence M. Small For For The Chubb Corp. CB 171232101 04/25/06 03/06/06 Annual 1.11 M Elect Director Daniel E. Somers For For Elect Director Karen Hastie The Chubb Corp. CB 171232101 04/25/06 03/06/06 Annual 1.12 M Williams For For The Chubb Corp. CB 171232101 04/25/06 03/06/06 Annual 1.13 M Elect Director Alfred W. Zollar For For Approve Executive Incentive Bonus The Chubb Corp. CB 171232101 04/25/06 03/06/06 Annual 2 M Plan For For The Chubb Corp. CB 171232101 04/25/06 03/06/06 Annual 3 M Ratify Auditors For For Require a Majority Vote for the The Chubb Corp. CB 171232101 04/25/06 03/06/06 Annual 4 S Election of Directors AgainstFor The Chubb Corp. CB 171232101 04/25/06 03/06/06 Annual 5 S Report on Political Contributions AgainstAgainst Valero Energy Corp. VLO 91913Y100 04/27/06 03/01/06 Annual 1.1 M Elect Director Jerry D. Choate For For Valero Energy Corp. VLO 91913Y100 04/27/06 03/01/06 Annual 1.2 M Elect Director William R. Klesse For For Valero Energy Corp. VLO 91913Y100 04/27/06 03/01/06 Annual 1.3 M Elect Director Donald L. Nickles For For Elect Director Susan Kaufman Valero Energy Corp. VLO 91913Y100 04/27/06 03/01/06 Annual 1.4 M Purcell For For Valero Energy Corp. VLO 91913Y100 04/27/06 03/01/06 Annual 2 M Ratify Auditors For For PepsiCo, Inc. PEP 713448108 05/03/06 03/10/06 Annual 1.1 M Elect Director John F. Akers For For PepsiCo, Inc. PEP 713448108 05/03/06 03/10/06 Annual 1.2 M Elect Director Robert E. Allen For For PepsiCo, Inc. PEP 713448108 05/03/06 03/10/06 Annual 1.3 M Elect Director Dina Dublon For For Elect Director Victor J. Dzau, PepsiCo, Inc. PEP 713448108 05/03/06 03/10/06 Annual 1.4 M M.D. For For PepsiCo, Inc. PEP 713448108 05/03/06 03/10/06 Annual 1.5 M Elect Director Ray L. Hunt For For PepsiCo, Inc. PEP 713448108 05/03/06 03/10/06 Annual 1.6 M Elect Director Alberto Ibarguen For For PepsiCo, Inc. PEP 713448108 05/03/06 03/10/06 Annual 1.7 M Elect Director Arthur C. Martinez For For PepsiCo, Inc. PEP 713448108 05/03/06 03/10/06 Annual 1.8 M Elect Director Indra K. Nooyi For For PepsiCo, Inc. PEP 713448108 05/03/06 03/10/06 Annual 1.9 M Elect Director Steven S. Reinemund For For Elect Director Sharon Percy PepsiCo, Inc. PEP 713448108 05/03/06 03/10/06 Annual 1.10 M Rockefeller For For PepsiCo, Inc. PEP 713448108 05/03/06 03/10/06 Annual 1.11 M Elect Director James J. Schiro For For PepsiCo, Inc. PEP 713448108 05/03/06 03/10/06 Annual 1.12 M Elect Director Franklin A. Thomas For For PepsiCo, Inc. PEP 713448108 05/03/06 03/10/06 Annual 1.13 M Elect Director Cynthia M. Trudell For For PepsiCo, Inc. PEP 713448108 05/03/06 03/10/06 Annual 1.14 M Elect Director Daniel Vasella For For PepsiCo, Inc. PEP 713448108 05/03/06 03/10/06 Annual 1.15 M Elect Director Michael D. White For For PepsiCo, Inc. PEP 713448108 05/03/06 03/10/06 Annual 2 M Ratify Auditors For For PepsiCo, Inc. PEP 713448108 05/03/06 03/10/06 Annual 3 S Publish Political Contributions AgainstAgainst PepsiCo, Inc. PEP 713448108 05/03/06 03/10/06 Annual 4 S Report on Charitable Contributions AgainstAgainst PNC Financial Services Group, Inc. PNC 693475105 04/25/06 02/28/06 Annual 1.1 M Elect Director Mr. Chellgren For For PNC Financial Services Group, Inc. PNC 693475105 04/25/06 02/28/06 Annual 1.2 M Elect Director Mr. Clay For For PNC Financial Services Group, Inc. PNC 693475105 04/25/06 02/28/06 Annual 1.3 M Elect Director Mr. Cooper For For PNC Financial Services Group, Inc. PNC 693475105 04/25/06 02/28/06 Annual 1.4 M Elect Director Mr. Davidson For For PNC Financial Services Group, Inc. PNC 693475105 04/25/06 02/28/06 Annual 1.5 M Elect Director Ms. James For For PNC Financial Services Group, Inc. PNC 693475105 04/25/06 02/28/06 Annual 1.6 M Elect Director Mr. Kelson For For PNC Financial Services Group, Inc. PNC 693475105 04/25/06 02/28/06 Annual 1.7 M Elect Director Mr. Lindsay For For PNC Financial Services Group, Inc. PNC 693475105 04/25/06 02/28/06 Annual 1.8 M Elect Director Mr. Massaro For For PNC Financial Services Group, Inc. PNC 693475105 04/25/06 02/28/06 Annual 1.9 M Elect Director Mr. O'Brien For For PNC Financial Services Group, Inc. PNC 693475105 04/25/06 02/28/06 Annual 1.10 M Elect Director Ms. Pepper For For PNC Financial Services Group, Inc. PNC 693475105 04/25/06 02/28/06 Annual 1.11 M Elect Director Mr. Rohr For For PNC Financial Services Group, Inc. PNC 693475105 04/25/06 02/28/06 Annual 1.12 M Elect Director Ms. Steffes For For PNC Financial Services Group, Inc. PNC 693475105 04/25/06 02/28/06 Annual 1.13 M Elect Director Mr. Strigl For For PNC Financial Services Group, Inc. PNC 693475105 04/25/06 02/28/06 Annual 1.14 M Elect Director Mr. Thieke For For PNC Financial Services Group, Inc. PNC 693475105 04/25/06 02/28/06 Annual 1.15 M Elect Director Mr. Usher For For PNC Financial Services Group, Inc. PNC 693475105 04/25/06 02/28/06 Annual 1.16 M Elect Director Mr. Walls For For PNC Financial Services Group, Inc. PNC 693475105 04/25/06 02/28/06 Annual 1.17 M Elect Director Mr. Wehmeier For For PNC Financial Services Group, Inc. PNC 693475105 04/25/06 02/28/06 Annual 2 M Approve Omnibus Stock Plan For For PNC Financial Services Group, Inc. PNC 693475105 04/25/06 02/28/06 Annual 3 M Ratify Auditors For For Norfolk Southern Corp. NSC 655844108 05/11/06 03/06/06 Annual 1.1 M Elect Director Daniel A. Carp For For Norfolk Southern Corp. NSC 655844108 05/11/06 03/06/06 Annual 1.2 M Elect Director Steven F. Leer For For Norfolk Southern Corp. NSC 655844108 05/11/06 03/06/06 Annual 1.3 M Elect Director Charles W. Moorman For For Norfolk Southern Corp. NSC 655844108 05/11/06 03/06/06 Annual 2 M Ratify Auditors For For Abbott Laboratories ABT 002824100 04/28/06 03/01/06 Annual 1.1 M Elect Director Roxanne S. Austin For For Abbott Laboratories ABT 002824100 04/28/06 03/01/06 Annual 1.2 M Elect Director William M. Daley For For Abbott Laboratories ABT 002824100 04/28/06 03/01/06 Annual 1.3 M Elect Director W. James Farrell For For Abbott Laboratories ABT 002824100 04/28/06 03/01/06 Annual 1.4 M Elect Director H. Laurance Fuller For For Abbott Laboratories ABT 002824100 04/28/06 03/01/06 Annual 1.5 M Elect Director Richard A. Gonzalez For For Abbott Laboratories ABT 002824100 04/28/06 03/01/06 Annual 1.6 M Elect Director Jack M. Greenberg For For Abbott Laboratories ABT 002824100 04/28/06 03/01/06 Annual 1.7 M Elect Director Lord Owen For For Abbott Laboratories ABT 002824100 04/28/06 03/01/06 Annual 1.8 M Elect Director Boone Powell, Jr. For For Elect Director W. Ann Reynolds, Abbott Laboratories ABT 002824100 04/28/06 03/01/06 Annual 1.9 M Ph.D. For For Abbott Laboratories ABT 002824100 04/28/06 03/01/06 Annual 1.10 M Elect Director Roy S. Roberts For For Elect Director William D. Abbott Laboratories ABT 002824100 04/28/06 03/01/06 Annual 1.11 M Smithburg For For Abbott Laboratories ABT 002824100 04/28/06 03/01/06 Annual 1.12 M Elect Director John R. Walter For For Abbott Laboratories ABT 002824100 04/28/06 03/01/06 Annual 1.13 M Elect Director Miles D. White For For Abbott Laboratories ABT 002824100 04/28/06 03/01/06 Annual 2 M Ratify Auditors For For Abbott Laboratories ABT 002824100 04/28/06 03/01/06 Annual 3 S Performance-Based Equity Awards AgainstFor Abbott Laboratories ABT 002824100 04/28/06 03/01/06 Annual 4 S Report on Political Contributions AgainstAgainst Separate Chairman and CEO Abbott Laboratories ABT 002824100 04/28/06 03/01/06 Annual 5 S Positions AgainstFor Robert Half Elect Director Andrew S. Berwick, International Inc. RHI 770323103 05/02/06 03/10/06 Annual 1.1 M Jr. For For Robert Half International Inc. RHI 770323103 05/02/06 03/10/06 Annual 1.2 M Elect Director Frederick P. Furth For For Robert Half International Inc. RHI 770323103 05/02/06 03/10/06 Annual 1.3 M Elect Director Edward W. Gibbons For For Robert Half Elect Director Harold M. Messmer, International Inc. RHI 770323103 05/02/06 03/10/06 Annual 1.4 M Jr. For For Robert Half International Inc. RHI 770323103 05/02/06 03/10/06 Annual 1.5 M Elect Director Thomas J. Ryan For For Robert Half International Inc. RHI 770323103 05/02/06 03/10/06 Annual 1.6 M Elect Director J. Stephen Schaub For For Robert Half International Inc. RHI 770323103 05/02/06 03/10/06 Annual 1.7 M Elect Director M. Keith Waddell For For Robert Half International Inc. RHI 770323103 05/02/06 03/10/06 Annual 2 M Ratify Auditor For For Robert Half Prohibit Discrimination Based on International Inc. RHI 770323103 05/02/06 03/10/06 Annual 3 S Sexual Orientation AgainstAgainst Elect Director Jr. Richard K. Union Pacific Corp. UNP 907818108 05/04/06 02/23/06 Annual 1.1 M Davidson For For Union Pacific Corp. UNP 907818108 05/04/06 02/23/06 Annual 1.2 M Elect Director Erroll B. Davis For For Union Pacific Corp. UNP 907818108 05/04/06 02/23/06 Annual 1.3 M Elect Director Thomas J. Donohue For For Union Pacific Corp. UNP 907818108 05/04/06 02/23/06 Annual 1.4 M Elect Director Archie W. Dunham For For Elect Director Judith Richards Union Pacific Corp. UNP 907818108 05/04/06 02/23/06 Annual 1.5 M Hope For For Union Pacific Corp. UNP 907818108 05/04/06 02/23/06 Annual 1.6 M Elect Director Charles C. Krulak For For Elect Director Michael W. Union Pacific Corp. UNP 907818108 05/04/06 02/23/06 Annual 1.7 M McConnell For For Union Pacific Corp. UNP 907818108 05/04/06 02/23/06 Annual 1.8 M Elect Director Steven R. Rogel For For Union Pacific Corp. UNP 907818108 05/04/06 02/23/06 Annual 1.9 M Elect Director James R. Young For For Union Pacific Corp. UNP 907818108 05/04/06 02/23/06 Annual 2 M Ratify Auditors For For Require a Majority Vote for the Union Pacific Corp. UNP 907818108 05/04/06 02/23/06 Annual 3 S Election of Directors AgainstFor Union Pacific Corp. UNP 907818108 05/04/06 02/23/06 Annual 4 S Report on Political Contributions AgainstAgainst Provide for an Independent Union Pacific Corp. UNP 907818108 05/04/06 02/23/06 Annual 5 S Chairman AgainstAgainst Elect Director Alfred R. Glancy, DTE Energy Co. DTE 233331107 04/27/06 02/27/06 Annual 1.1 M III For For DTE Energy Co. DTE 233331107 04/27/06 02/27/06 Annual 1.2 M Elect Director John E. Lobbia For For DTE Energy Co. DTE 233331107 04/27/06 02/27/06 Annual 1.3 M Elect Director Eugene A. Miller For For Elect Director Charles W. Pryor, DTE Energy Co. DTE 233331107 04/27/06 02/27/06 Annual 1.4 M Jr. For For DTE Energy Co. DTE 233331107 04/27/06 02/27/06 Annual 1.5 M Elect Director Joe W. Laymon For For DTE Energy Co. DTE 233331107 04/27/06 02/27/06 Annual 2 M Approve Omnibus Stock Plan For For DTE Energy Co. DTE 233331107 04/27/06 02/27/06 Annual 3 M Ratify Auditors For For Elect Director Maureen Scannell Entergy Corp. ETR 29364G103 05/12/06 03/14/06 Annual 1.1 M Bateman For For Entergy Corp. ETR 29364G103 05/12/06 03/14/06 Annual 1.2 M Elect Director W. Frank Blount For For Entergy Corp. ETR 29364G103 05/12/06 03/14/06 Annual 1.3 M Elect Director Simon D. Debree For For Entergy Corp. ETR 29364G103 05/12/06 03/14/06 Annual 1.4 M Elect Director Gary W. Edwards For For Entergy Corp. ETR 29364G103 05/12/06 03/14/06 Annual 1.5 M Elect Director Alexis Herman For For Entergy Corp. ETR 29364G103 05/12/06 03/14/06 Annual 1.6 M Elect Director Donald C. Hintz For For Entergy Corp. ETR 29364G103 05/12/06 03/14/06 Annual 1.7 M Elect Director J. Wayne Leonard For For Entergy Corp. ETR 29364G103 05/12/06 03/14/06 Annual 1.8 M Elect Director Stuart L. Levenick For For Entergy Corp. ETR 29364G103 05/12/06 03/14/06 Annual 1.9 M Elect Director Robert v.d. Luft For For Entergy Corp. ETR 29364G103 05/12/06 03/14/06 Annual 1.10 M Elect Director James R. Nichols For For Elect Director William A. Percy, Entergy Corp. ETR 29364G103 05/12/06 03/14/06 Annual 1.11 M II For For Entergy Corp. ETR 29364G103 05/12/06 03/14/06 Annual 1.12 M Elect Director W. J. Tauzin For For Entergy Corp. ETR 29364G103 05/12/06 03/14/06 Annual 1.13 M Elect Director Steven V. Wilkinson For For Reduce Supermajority Vote Entergy Corp. ETR 29364G103 05/12/06 03/14/06 Annual 2 M Requirement For For Entergy Corp. ETR 29364G103 05/12/06 03/14/06 Annual 3 M Approve Omnibus Stock Plan For For Entergy Corp. ETR 29364G103 05/12/06 03/14/06 Annual 4 M Ratify Auditors For For Require a Majority Vote for the Entergy Corp. ETR 29364G103 05/12/06 03/14/06 Annual 5 S Election of Directors AgainstFor Comcast Corp. CMCSA 20030N101 05/18/06 03/10/06 Annual 1.1 M Elect Director S. Decker Anstrom For For Comcast Corp. CMCSA 20030N101 05/18/06 03/10/06 Annual 1.2 M Elect Director Kenneth J. Bacon For For Comcast Corp. CMCSA 20030N101 05/18/06 03/10/06 Annual 1.3 M Elect Director Sheldon M. Bonovitz For For Comcast Corp. CMCSA 20030N101 05/18/06 03/10/06 Annual 1.4 M Elect Director Edward D. Breen For For Comcast Corp. CMCSA 20030N101 05/18/06 03/10/06 Annual 1.5 M Elect Director Julian A. Brodsky For For Comcast Corp. CMCSA 20030N101 05/18/06 03/10/06 Annual 1.6 M Elect Director Joseph J. Collins For For Comcast Corp. CMCSA 20030N101 05/18/06 03/10/06 Annual 1.7 M Elect Director J. Michael Cook For For Elect Director Jeffrey A. Comcast Corp. CMCSA 20030N101 05/18/06 03/10/06 Annual 1.8 M Honickman For For Comcast Corp. CMCSA 20030N101 05/18/06 03/10/06 Annual 1.9 M Elect Director Brian L. Roberts For For Comcast Corp. CMCSA 20030N101 05/18/06 03/10/06 Annual 1.10 M Elect Director Ralph J. Roberts For For Comcast Corp. CMCSA 20030N101 05/18/06 03/10/06 Annual 1.11 M Elect Director Judith Rodin For For Comcast Corp. CMCSA 20030N101 05/18/06 03/10/06 Annual 1.12 M Elect Director Michael I. Sovern For For Comcast Corp. CMCSA 20030N101 05/18/06 03/10/06 Annual 2 M Ratify Auditors For For Amend Qualified Employee Stock Comcast Corp. CMCSA 20030N101 05/18/06 03/10/06 Annual 3 M Purchase Plan For For Comcast Corp. CMCSA 20030N101 05/18/06 03/10/06 Annual 4 M Amend Restricted Stock Plan For For Approve Executive Incentive Bonus Comcast Corp. CMCSA 20030N101 05/18/06 03/10/06 Annual 5 M Plan For For Put Repricing of Stock Options to Comcast Corp. CMCSA 20030N101 05/18/06 03/10/06 Annual 6 S Shareholder Vote AgainstAgainst Separate Chairman and CEO Comcast Corp. CMCSA 20030N101 05/18/06 03/10/06 Annual 7 S Positions AgainstAgainst Comcast Corp. CMCSA 20030N101 05/18/06 03/10/06 Annual 8 S Limit Executive Compensation AgainstAgainst Company-Specific-Adopt Comcast Corp. CMCSA 20030N101 05/18/06 03/10/06 Annual 9 S Recapitalization Plan AgainstFor Comcast Corp. CMCSA 20030N101 05/18/06 03/10/06 Annual 10 S Establish Other Board Committee AgainstAgainst Tribune Elect Director Dennis J. Co. TRB 896047107 05/02/06 03/07/06 Annual 1.1 M FitzSimons For For Tribune Co. TRB 896047107 05/02/06 03/07/06 Annual 1.2 M Elect Director Betsy D. Holden For For Tribune Co. TRB 896047107 05/02/06 03/07/06 Annual 1.3 M Elect Director Robert S. Morrison For For Tribune Elect Director William Stinehart, Co. TRB 896047107 05/02/06 03/07/06 Annual 1.4 M Jr. For For Tribune Co. TRB 896047107 05/02/06 03/07/06 Annual 2 M Ratify Auditors For For Tribune Co. TRB 896047107 05/02/06 03/07/06 Annual 3 S Declassify the Board of Directors AgainstAgainst CVS Corporation CVS 126650100 05/11/06 03/15/06 Annual 1.1 M Elect Director W. Don Cornwell For For CVS Corporation CVS 126650100 05/11/06 03/15/06 Annual 1.2 M Elect Director David W. Dorman For For CVS Corporation CVS 126650100 05/11/06 03/15/06 Annual 1.3 M Elect Director Thomas P. Gerrity For For CVS Corporation CVS 126650100 05/11/06 03/15/06 Annual 1.4 M Elect Director Marian L. Heard For For CVS Corporation CVS 126650100 05/11/06 03/15/06 Annual 1.5 M Elect Director William H. Joyce For For CVS Corporation CVS 126650100 05/11/06 03/15/06 Annual 1.6 M Elect Director Terrence Murray For For CVS Corporation CVS 126650100 05/11/06 03/15/06 Annual 1.7 M Elect Director Sheli Z. Rosenberg For For CVS Corporation CVS 126650100 05/11/06 03/15/06 Annual 1.8 M Elect Director Thomas M. Ryan For For Elect Director Alfred J. CVS Corporation CVS 126650100 05/11/06 03/15/06 Annual 1.9 M Verrecchia For For CVS Corporation CVS 126650100 05/11/06 03/15/06 Annual 2 M Ratify Auditors For For Require a Majority Vote for the CVS Corporation CVS 126650100 05/11/06 03/15/06 Annual 3 S Election of Directors AgainstAgainst Submit Supplemental Executive Retirement Plans to Shareholder CVS Corporation CVS 126650100 05/11/06 03/15/06 Annual 4 S vote AgainstFor Separate Chairman and CEO CVS Corporation CVS 126650100 05/11/06 03/15/06 Annual 5 S Positions AgainstAgainst Report on Feasibility of Product CVS Corporation CVS 126650100 05/11/06 03/15/06 Annual 6 S Reformulation AgainstAgainst First Data Corp. FDC 319963104 05/10/06 03/13/06 Annual 1.1 M Elect Director Daniel P. Burnham For For First Data Corp. FDC 319963104 05/10/06 03/13/06 Annual 1.2 M Elect Director Jack M. Greenberg For For First Data Corp. FDC 319963104 05/10/06 03/13/06 Annual 1.3 M Elect Director Courtney F. Jones For For First Data Corp. FDC 319963104 05/10/06 03/13/06 Annual 1.4 M Elect Director Charles T. Russell For For First Data Corp. FDC 319963104 05/10/06 03/13/06 Annual 2 M Elect Director David A. Coulter For For First Data Corp. FDC 319963104 05/10/06 03/13/06 Annual 3 M Elect Director Henry C. Duques For For First Data Corp. FDC 319963104 05/10/06 03/13/06 Annual 4 M Elect Director Peter B. Ellwood For For First Data Corp. FDC 319963104 05/10/06 03/13/06 Annual 5 M Ratify Auditors For For Ambac Financial Group, Inc. ABK 023139108 05/02/06 03/06/06 Annual 1.1 M Elect Director Phillip B. Lassiter For For Ambac Financial Group, Inc. ABK 023139108 05/02/06 03/06/06 Annual 1.2 M Elect Director Michael A. Callen For For Ambac Financial Group, Inc. ABK 023139108 05/02/06 03/06/06 Annual 1.3 M Elect Director Jill M. Considine For For Ambac Financial Group, Inc. ABK 023139108 05/02/06 03/06/06 Annual 1.4 M Elect Director Robert J. Genader For For Ambac Financial Group, Inc. ABK 023139108 05/02/06 03/06/06 Annual 1.5 M Elect Director W. Grant Gregory For For Ambac Financial Group, Inc. ABK 023139108 05/02/06 03/06/06 Annual 1.6 M Elect Director Thomas C. Theobald For For Ambac Financial Group, Inc. ABK 023139108 05/02/06 03/06/06 Annual 1.7 M Elect Director Laura S. Unger For For Ambac Financial Group, Inc. ABK 023139108 05/02/06 03/06/06 Annual 1.8 M Elect Director Henry D.G. Wallace For For Ambac Financial Group, Inc. ABK 023139108 05/02/06 03/06/06 Annual 2 M Ratify Auditors For For IMS Health Inc. RX 449934108 05/05/06 03/17/06 Annual 1.1 M Elect Director John P. Imlay, Jr. For For Elect Director Robert J. IMS Health Inc. RX 449934108 05/05/06 03/17/06 Annual 1.2 M Kamerschen For For IMS Health Inc. RX 449934108 05/05/06 03/17/06 Annual 1.3 M Elect Director H. Eugene Lockhart For For IMS Health Inc. RX 449934108 05/05/06 03/17/06 Annual 2 M Ratify Auditors For For IMS Health Inc. RX 449934108 05/05/06 03/17/06 Annual 3 M Amend Omnibus Stock Plan For Against Submit Shareholder Rights Plan IMS Health Inc. RX 449934108 05/05/06 03/17/06 Annual 4 S (Poison Pill) to Shareholder Vote AgainstAgainst HESS CORP HES 023551104 05/03/06 03/13/06 Annual 1.1 M Elect Director J.B. Hess For For HESS CORP HES 023551104 05/03/06 03/13/06 Annual 1.2 M Elect Director C.G. Matthews For For HESS CORP HES 023551104 05/03/06 03/13/06 Annual 1.3 M Elect Director R. Lavizzo Mourey For For HESS CORP HES 023551104 05/03/06 03/13/06 Annual 1.4 M Elect Director E.H. von Metzsch For For HESS CORP HES 023551104 05/03/06 03/13/06 Annual 2 M Ratify Auditors For For HESS CORP HES 023551104 05/03/06 03/13/06 Annual 3 M Change Company Name For For HESS CORP HES 023551104 05/03/06 03/13/06 Annual 4 M Increase Authorized Common Stock For For Approve Executive Incentive Bonus HESS CORP HES 023551104 05/03/06 03/13/06 Annual 5 M Plan For For Apache Corp. APA 037411105 05/04/06 03/15/06 Annual 1.1 M Elect Director Frederick M. Bohen For Withhol Apache Corp. APA 037411105 05/04/06 03/15/06 Annual 1.2 M Elect Director George D. Lawrence For Withhol Apache Corp. APA 037411105 05/04/06 03/15/06 Annual 1.3 M Elect Director Rodman D. Patton For For Apache Corp. APA 037411105 05/04/06 03/15/06 Annual 1.4 M Elect Director Charles J. Pitman For For Apache Corp. APA 037411105 05/04/06 03/15/06 Annual 1.5 M Elect Director Jay A. Precourt For For Amend Non-Employee Director Stock Apache Corp. APA 037411105 05/04/06 03/15/06 Annual 2 M Option Plan For For 3M CO MMM 88579Y101 05/09/06 03/10/06 Annual 1.1 M Elect Director Linda G. Alvarado For For 3M CO MMM 88579Y101 05/09/06 03/10/06 Annual 1.2 M Elect Director Edward M. Liddy For For 3M CO MMM 88579Y101 05/09/06 03/10/06 Annual 1.3 M Elect Director Robert S. Morrison For For 3M CO MMM 88579Y101 05/09/06 03/10/06 Annual 1.4 M Elect Director Aulana L. Peters For For 3M CO MMM 88579Y101 05/09/06 03/10/06 Annual 2 M Ratify Auditors For For 3M CO MMM 88579Y101 05/09/06 03/10/06 Annual 3 M Declassify the Board of Directors For For 3M CO MMM 88579Y101 05/09/06 03/10/06 Annual 4 S Performance-Based AgainstAgainst 3M CO MMM 88579Y101 05/09/06 03/10/06 Annual 5 S Adopt Animal Welfare Policy AgainstAgainst 3M CO MMM 88579Y101 05/09/06 03/10/06 Annual 6 S Implement China Principles AgainstAgainst The Allstate Corp. ALL 020002101 05/16/06 03/17/06 Annual 1.1 M Elect Director F. Duane Ackerman For For The Allstate Corp. ALL 020002101 05/16/06 03/17/06 Annual 1.2 M Elect Director James G. Andress For For The Allstate Corp. ALL 020002101 05/16/06 03/17/06 Annual 1.3 M Elect Director W. James Farrell For For The Allstate Corp. ALL 020002101 05/16/06 03/17/06 Annual 1.4 M Elect Director Jack M. Greenberg For For The Allstate Corp. ALL 020002101 05/16/06 03/17/06 Annual 1.5 M Elect Director Ronald T. Lemay For For The Allstate Corp. ALL 020002101 05/16/06 03/17/06 Annual 1.6 M Elect Director Edward M. Liddy For For Elect Director J. Christopher The Allstate Corp. ALL 020002101 05/16/06 03/17/06 Annual 1.7 M Reyes For For The Allstate Corp. ALL 020002101 05/16/06 03/17/06 Annual 1.8 M Elect Director H. John Riley, Jr. For For The Allstate Corp. ALL 020002101 05/16/06 03/17/06 Annual 1.9 M Elect Director Joshua I. Smith For For The Allstate Corp. ALL 020002101 05/16/06 03/17/06 Annual 1.10 M Elect Director Judith A. Sprieser For For The Allstate Corp. ALL 020002101 05/16/06 03/17/06 Annual 1.11 M Elect Director Mary Alice Taylor For For The Allstate Corp. ALL 020002101 05/16/06 03/17/06 Annual 2 M Ratify Auditors For For The Allstate Corp. ALL 020002101 05/16/06 03/17/06 Annual 3 M Amend Omnibus Stock Plan For For Approve Non-Employee Director The Allstate Corp. ALL 020002101 05/16/06 03/17/06 Annual 4 M Omnibus Stock Plan For For Require a Majority Vote for the The Allstate Corp. ALL 020002101 05/16/06 03/17/06 Annual 5 S Election of Directors AgainstAgainst The Allstate Corp. ALL 020002101 05/16/06 03/17/06 Annual 6 S Adopt Simple Majority Vote AgainstFor Broadcom Corp. BRCM 111320107 04/27/06 02/28/06 Annual 1.1 M Elect Director George L. Farinsky For For Elect Director Maureen E. Broadcom Corp. BRCM 111320107 04/27/06 02/28/06 Annual 1.2 M Grzelakowski For For Broadcom Corp. BRCM 111320107 04/27/06 02/28/06 Annual 1.3 M Elect Director Nancy H. Handel For For Broadcom Corp. BRCM 111320107 04/27/06 02/28/06 Annual 1.4 M Elect Director John Major For For Broadcom Corp. BRCM 111320107 04/27/06 02/28/06 Annual 1.5 M Elect Director Scott A. McGregor For For Broadcom Corp. BRCM 111320107 04/27/06 02/28/06 Annual 1.6 M Elect Director Alan E. Ross For For Broadcom Corp. BRCM 111320107 04/27/06 02/28/06 Annual 1.7 M Elect Director Henry Samueli For For Broadcom Corp. BRCM 111320107 04/27/06 02/28/06 Annual 1.8 M Elect Director Robert E. Switz For For Broadcom Corp. BRCM 111320107 04/27/06 02/28/06 Annual 1.9 M Elect Director Werner F. Wolfen For For Amend Broadcom Corp. BRCM 111320107 04/27/06 02/28/06 Annual 2 M Articles/Bylaws/Charter-Non-Routine For For Broadcom Corp. BRCM 111320107 04/27/06 02/28/06 Annual 3 M Establish Range For Board Size For For Amend Non-Employee Director Broadcom Corp. BRCM 111320107 04/27/06 02/28/06 Annual 4 M Omnibus Stock Plan For Against Broadcom Corp. BRCM 111320107 04/27/06 02/28/06 Annual 5 M Ratify Auditors For For Leggett & Platt, Inc. LEG 524660107 05/10/06 03/06/06 Annual 1.1 M Elect Director Raymond F. Bentele For For Leggett & Platt, Inc. LEG 524660107 05/10/06 03/06/06 Annual 1.2 M Elect Director Ralph W. Clark For For Leggett & Platt, Elect Director Harry M. Cornell, Inc. LEG 524660107 05/10/06 03/06/06 Annual 1.3 M Jr. For For Leggett & Platt, Elect Director Robert Ted Enloe, Inc. LEG 524660107 05/10/06 03/06/06 Annual 1.4 M III For For Leggett & Platt, Inc. LEG 524660107 05/10/06 03/06/06 Annual 1.5 M Elect Director Richard T. Fisher For For Leggett & Platt, Inc. LEG 524660107 05/10/06 03/06/06 Annual 1.6 M Elect Director Karl G. Glassman For For Leggett & Platt, Inc. LEG 524660107 05/10/06 03/06/06 Annual 1.7 M Elect Director David S. Haffner For For Leggett & Platt, Elect Director Joseph W. Inc. LEG 524660107 05/10/06 03/06/06 Annual 1.8 M McClanathan For For Leggett & Platt, Inc. LEG 524660107 05/10/06 03/06/06 Annual 1.9 M Elect Director Judy C. Odom For For Leggett & Platt, Elect Director Maurice E. Inc. LEG 524660107 05/10/06 03/06/06 Annual 1.10 M Purnell, Jr. For For Leggett & Platt, Inc. LEG 524660107 05/10/06 03/06/06 Annual 1.11 M Elect Director Phoebe A. Wood For For Leggett & Platt, Inc. LEG 524660107 05/10/06 03/06/06 Annual 1.12 M Elect Director Felix E. Wright For For Leggett & Platt, Inc. LEG 524660107 05/10/06 03/06/06 Annual 2 M Ratify Auditors For For Amend EEO Statement to Prohibit Leggett & Platt, Discrimination Based on Sexual Inc. LEG 524660107 05/10/06 03/06/06 Annual 3 S Orientation AgainstAgainst Elect Director Antonio Monteiro Reynolds American Inc RAI 761713106 05/03/06 03/06/06 Annual 1.1 M de Castro For For Reynolds American Inc RAI 761713106 05/03/06 03/06/06 Annual 1.2 M Elect Director H.G.L. Powell For For Reynolds American Inc RAI 761713106 05/03/06 03/06/06 Annual 1.3 M Elect Director Joseph P. Viviano For For Reynolds American Inc RAI 761713106 05/03/06 03/06/06 Annual 1.4 M Elect Director Thomas C. Wajnert For For Reynolds American Inc RAI 761713106 05/03/06 03/06/06 Annual 2 M Ratify Auditors For For Reynolds American Inc RAI 761713106 05/03/06 03/06/06 Annual 3 S Conduct Study on Youth Smoking AgainstAgainst Support Legislation to Reduce Reynolds American Inc RAI 761713106 05/03/06 03/06/06 Annual 4 S Smoking AgainstAgainst Illinois Tool Works Inc. ITW 452308109 05/05/06 03/07/06 Annual 1.1 M Elect Director William F. Aldinger For For Illinois Tool Works Inc. ITW 452308109 05/05/06 03/07/06 Annual 1.2 M Elect Director Michael J. Birck For For Illinois Tool Works Elect Director Marvin D. Inc. ITW 452308109 05/05/06 03/07/06 Annual 1.3 M Brailsford For For Illinois Tool Works Inc. ITW 452308109 05/05/06 03/07/06 Annual 1.4 M Elect Director Susan Crown For For Illinois Tool Works Inc. ITW 452308109 05/05/06 03/07/06 Annual 1.5 M Elect Director Don H. Davis, Jr. For For Illinois Tool Works Inc. ITW 452308109 05/05/06 03/07/06 Annual 1.6 M Elect Director Robert C. McCormack For For Illinois Tool Works Inc. ITW 452308109 05/05/06 03/07/06 Annual 1.7 M Elect Director Robert S. Morrison For For Illinois Tool Works Inc. ITW 452308109 05/05/06 03/07/06 Annual 1.8 M Elect Director James A. Skinner For For Illinois Tool Works Inc. ITW 452308109 05/05/06 03/07/06 Annual 1.9 M Elect Director Harold B. Smith For For Illinois Tool Works Inc. ITW 452308109 05/05/06 03/07/06 Annual 1.10 M Elect Director David B. Speer For For Illinois Tool Works Inc. ITW 452308109 05/05/06 03/07/06 Annual 2 M Increase Authorized Common Stock For For Illinois Tool Works Inc. ITW 452308109 05/05/06 03/07/06 Annual 3 M Approve Omnibus Stock Plan For For Illinois Tool Works Inc. ITW 452308109 05/05/06 03/07/06 Annual 4 M Ratify Auditors For For Illinois Tool Works Inc. ITW 452308109 05/05/06 03/07/06 Annual 5 S Adopt/ Implement China Principles AgainstAgainst Illinois Tool Works Require a Majority Vote for the Inc. ITW 452308109 05/05/06 03/07/06 Annual 6 S Election of Directors AgainstFor Elect Director Pastora San Juan Waste Management, Inc. WMI 94106L109 05/05/06 03/10/06 Annual 1.1 M Cafferty For For Waste Management, Inc. WMI 94106L109 05/05/06 03/10/06 Annual 1.2 M Elect Director Frank M. Clark, Jr. For For Waste Management, Inc. WMI 94106L109 05/05/06 03/10/06 Annual 1.3 M Elect Director Thomas I. Morgan For For Waste Management, Inc. WMI 94106L109 05/05/06 03/10/06 Annual 1.4 M Elect Director John C. Pope For For Waste Management, Inc. WMI 94106L109 05/05/06 03/10/06 Annual 1.5 M Elect Director W. Robert Reum For For Waste Management, Inc. WMI 94106L109 05/05/06 03/10/06 Annual 1.6 M Elect Director Steven G. Rothmeier For For Waste Management, Inc. WMI 94106L109 05/05/06 03/10/06 Annual 1.7 M Elect Director David P. Steiner For For Elect Director Thomas H. Waste Management, Inc. WMI 94106L109 05/05/06 03/10/06 Annual 1.8 M Weidemeyer For For Waste Management, Inc. WMI 94106L109 05/05/06 03/10/06 Annual 2 M Ratify Auditors For For Amend Qualified Employee Stock Waste Management, Inc. WMI 94106L109 05/05/06 03/10/06 Annual 3 M Purchase Plan For For Require a Majority Vote for the Waste Management, Inc. WMI 94106L109 05/05/06 03/10/06 Annual 4 S Election of Directors AgainstFor MBIA Inc. MBI 55262C100 05/04/06 03/10/06 Annual 1.1 M Elect Director Joseph W. Brown For For MBIA Inc. MBI 55262C100 05/04/06 03/10/06 Annual 1.2 M Elect Director C. Edward Chaplin For For MBIA Inc. MBI 55262C100 05/04/06 03/10/06 Annual 1.3 M Elect Director David C. Clapp For For MBIA Inc. MBI 55262C100 05/04/06 03/10/06 Annual 1.4 M Elect Director Gary C. Dunton For For MBIA Inc. MBI 55262C100 05/04/06 03/10/06 Annual 1.5 M Elect Director Claire L. Gaudiani For For MBIA Inc. MBI 55262C100 05/04/06 03/10/06 Annual 1.6 M Elect Director Daniel P. Kearney For For MBIA Inc. MBI 55262C100 05/04/06 03/10/06 Annual 1.7 M Elect Director Laurence H. Meyer For For MBIA Inc. MBI 55262C100 05/04/06 03/10/06 Annual 1.8 M Elect Director Debra J. Perry For For MBIA Inc. MBI 55262C100 05/04/06 03/10/06 Annual 1.9 M Elect Director John A. Rolls For For MBIA Inc. MBI 55262C100 05/04/06 03/10/06 Annual 1.10 M Elect Director Jeffery W. Yabuki For For MBIA Inc. MBI 55262C100 05/04/06 03/10/06 Annual 2 M Ratify Auditors For For The Gap, Inc. GPS 364760108 05/09/06 03/13/06 Annual 1.1 M Elect Director Howard P. Behar For For Elect Director Adrian D. P. The Gap, Inc. GPS 364760108 05/09/06 03/13/06 Annual 1.2 M Bellamy For For The Gap, Inc. GPS 364760108 05/09/06 03/13/06 Annual 1.3 M Elect Director Domenico De Sole For For The Gap, Inc. GPS 364760108 05/09/06 03/13/06 Annual 1.4 M Elect Director Donald G. Fisher For For The Gap, Inc. GPS 364760108 05/09/06 03/13/06 Annual 1.5 M Elect Director Doris F. Fisher For For The Gap, Inc. GPS 364760108 05/09/06 03/13/06 Annual 1.6 M Elect Director Robert J. Fisher For For The Gap, Inc. GPS 364760108 05/09/06 03/13/06 Annual 1.7 M Elect Director Penelope L. Hughes For For The Gap, Inc. GPS 364760108 05/09/06 03/13/06 Annual 1.8 M Elect Director Bob L. Martin For For The Gap, Inc. GPS 364760108 05/09/06 03/13/06 Annual 1.9 M Elect Director Jorge P. Montoya For For The Gap, Inc. GPS 364760108 05/09/06 03/13/06 Annual 1.10 M Elect Director Paul S. Pressler For For The Gap, Inc. GPS 364760108 05/09/06 03/13/06 Annual 1.11 M Elect Director James M. Schneider For For Elect Director Mayo A. Shattuck, The Gap, Inc. GPS 364760108 05/09/06 03/13/06 Annual 1.12 M III For For The Gap, Inc. GPS 364760108 05/09/06 03/13/06 Annual 2 M Ratify Auditors For For The Gap, Inc. GPS 364760108 05/09/06 03/13/06 Annual 3 M Amend Omnibus Stock Plan For For Elect Director W. D. Frederick, Progress Energy, Inc. PGN 743263105 05/10/06 03/03/06 Annual 1.1 M Jr. For For Progress Energy, Inc. PGN 743263105 05/10/06 03/03/06 Annual 1.2 M Elect Director W. Steven Jones For For Progress Energy, Inc. PGN 743263105 05/10/06 03/03/06 Annual 1.3 M Elect Director Theresa M. Stone For For Progress Energy, Inc. PGN 743263105 05/10/06 03/03/06 Annual 1.4 M Elect Director Edwin B. Borden For For Elect Director James E. Bostic, Progress Energy, Inc. PGN 743263105 05/10/06 03/03/06 Annual 1.5 M Jr. For For Progress Energy, Inc. PGN 743263105 05/10/06 03/03/06 Annual 1.6 M Elect Director David L. Burner For For Elect Director Richard L. Progress Energy, Inc. PGN 743263105 05/10/06 03/03/06 Annual 1.7 M Daugherty For For Elect Director Harris E. DeLoach, Progress Energy, Inc. PGN 743263105 05/10/06 03/03/06 Annual 1.8 M Jr. For For Progress Energy, Inc. PGN 743263105 05/10/06 03/03/06 Annual 2 M Ratify Auditors For For Progress Energy, Inc. PGN 743263105 05/10/06 03/03/06 Annual 3 M Declassify the Board of Directors For For Company Specific--Elect Director Progress Energy, Inc. PGN 743263105 05/10/06 03/03/06 Annual 4 M by Majority Vote For For Improve Security at Nuclear Progress Energy, Inc. PGN 743263105 05/10/06 03/03/06 Annual 5 S Facilities AgainstAgainst Kerr-McGee Corp. KMG 492386107 05/09/06 03/10/06 Annual 1.1 M Elect Director Sylvia A. Earle For For Kerr-McGee Corp. KMG 492386107 05/09/06 03/10/06 Annual 1.2 M Elect Director Martin C. Jischke For For Kerr-McGee Corp. KMG 492386107 05/09/06 03/10/06 Annual 1.3 M Elect Director Leroy C. Richie For For Kerr-McGee Corp. KMG 492386107 05/09/06 03/10/06 Annual 2 M Ratify Auditors For For Establishment of An Office of the Kerr-McGee Corp. KMG 492386107 05/09/06 03/10/06 Annual 3 S Board of Directors AgainstAgainst Elect Director Clayton C. Daley, Nucor Corp. NUE 670346105 05/11/06 03/13/06 Annual 1.1 M Jr. For For Nucor Corp. NUE 670346105 05/11/06 03/13/06 Annual 1.2 M Elect Director Harvey B. Grant For For Nucor Corp. NUE 670346105 05/11/06 03/13/06 Annual 2 M Ratify Auditors For For Nucor Corp. NUE 670346105 05/11/06 03/13/06 Annual 3 M Increase Authorized Common Stock For For Require a Majority Vote for the Nucor Corp. NUE 670346105 05/11/06 03/13/06 Annual 4 S Election of Directors AgainstFor Eastman Chemical Co. EMN 277432100 05/04/06 03/15/06 Annual 1.1 M Elect Director Stephen R. Demeritt For For Eastman Chemical Co. EMN 277432100 05/04/06 03/15/06 Annual 1.2 M Elect Director Robert M. Hernandez For For Eastman Chemical Co. EMN 277432100 05/04/06 03/15/06 Annual 1.3 M Elect Director David W. Raisbeck For For Eastman Chemical Co. EMN 277432100 05/04/06 03/15/06 Annual 2 M Ratify Auditors For For Raytheon Co. RTN 755111507 05/03/06 03/09/06 Annual 1.1 M Elect Director Barbara M. Barrett For For Raytheon Co. RTN 755111507 05/03/06 03/09/06 Annual 1.2 M Elect Director Vernon E. Clark For For Elect Director Ferdinand Raytheon Co. RTN 755111507 05/03/06 03/09/06 Annual 1.3 M Colloredo-Mansfeld For For Raytheon Co. RTN 755111507 05/03/06 03/09/06 Annual 1.4 M Elect Director John M. Deutch For For Raytheon Co. RTN 755111507 05/03/06 03/09/06 Annual 1.5 M Elect Director Frederic M. Poses For For Elect Director Michael C. Raytheon Co. RTN 755111507 05/03/06 03/09/06 Annual 1.6 M Ruettgers For For Raytheon Co. RTN 755111507 05/03/06 03/09/06 Annual 1.7 M Elect Director Ronald L. Skates For For Raytheon Co. RTN 755111507 05/03/06 03/09/06 Annual 1.8 M Elect Director William R. Spivey For For Raytheon Co. RTN 755111507 05/03/06 03/09/06 Annual 1.9 M Elect Director Linda G. Stuntz For For Raytheon Co. RTN 755111507 05/03/06 03/09/06 Annual 1.10 M Elect Director William H. Swanson For For Raytheon Co. RTN 755111507 05/03/06 03/09/06 Annual 2 M Ratify Auditors For For Approve Executive Incentive Bonus Raytheon Co. RTN 755111507 05/03/06 03/09/06 Annual 3 M Plan For For Require a Majority Vote for the Raytheon Co. RTN 755111507 05/03/06 03/09/06 Annual 4 S Election of Directors AgainstFor Raytheon Co. RTN 755111507 05/03/06 03/09/06 Annual 5 S Provide for Cumulative Voting AgainstFor Submit Supplemental Executive Retirement Plans to Shareholder Raytheon Co. RTN 755111507 05/03/06 03/09/06 Annual 6 S vote AgainstFor Separate Chairman and CEO Raytheon Co. RTN 755111507 05/03/06 03/09/06 Annual 7 S Positions AgainstFor Elect Director John L. Townsend, International Paper Co. IP 460146103 05/08/06 03/16/06 Annual 1.1 M III For For International Paper Co. IP 460146103 05/08/06 03/16/06 Annual 1.2 M Elect Director John F. Turner For For International Paper Co. IP 460146103 05/08/06 03/16/06 Annual 1.3 M Elect Director Alberto Weisser For For International Paper Co. IP 460146103 05/08/06 03/16/06 Annual 1.4 M Elect Director John V. Faraci For For International Paper Co. IP 460146103 05/08/06 03/16/06 Annual 1.5 M Elect Director Donald F. McHenry For For International Paper Co. IP 460146103 05/08/06 03/16/06 Annual 1.6 M Elect Director William G. Walter For For International Paper Co. IP 460146103 05/08/06 03/16/06 Annual 2 M Ratify Auditors For For Require a Majority Vote for the International Paper Co. IP 460146103 05/08/06 03/16/06 Annual 3 S Election of Directors AgainstFor International Paper Co. IP 460146103 05/08/06 03/16/06 Annual 4 S Sustainable Forestry Report AgainstAgainst International Paper Co. IP 460146103 05/08/06 03/16/06 Annual 5 S Declassify the Board of Directors AgainstFor Prudential Financial Inc PRU 744320102 05/09/06 03/10/06 Annual 1.1 M Elect Director Frederic K. Becker For For Prudential Financial Inc PRU 744320102 05/09/06 03/10/06 Annual 1.2 M Elect Director Gordon M. Bethune For For Prudential Financial Inc PRU 744320102 05/09/06 03/10/06 Annual 1.3 M Elect Director James G. Cullen For For Prudential Financial Elect Director William H. Gray, Inc PRU 744320102 05/09/06 03/10/06 Annual 1.4 M III For For Prudential Financial Inc PRU 744320102 05/09/06 03/10/06 Annual 1.5 M Elect Director Jon F. Hanson For For Prudential Financial Inc PRU 744320102 05/09/06 03/10/06 Annual 1.6 M Elect Director Constance J. Homer For For Prudential Financial Inc PRU 744320102 05/09/06 03/10/06 Annual 1.7 M Elect Director James A. Unruh For For Prudential Financial Inc PRU 744320102 05/09/06 03/10/06 Annual 2 M Ratify Auditors For For Prudential Financial Eliminate or Restrict Severance Inc PRU 744320102 05/09/06 03/10/06 Annual 3 S Agreements (Change-in-Control) AgainstFor The Charles Schwab Corp. SCHW 808513105 05/18/06 03/20/06 Annual 1.1 M Elect Director Nancy H. Bechtle For For The Charles Schwab Corp. SCHW 808513105 05/18/06 03/20/06 Annual 1.2 M Elect Director C. Preston Butcher For For The Charles Schwab Corp. SCHW 808513105 05/18/06 03/20/06 Annual 1.3 M Elect Director Marjorie Magner For For The Charles Schwab Corp. SCHW 808513105 05/18/06 03/20/06 Annual 2 M Declassify the Board of Directors For For The Charles Schwab Corp. SCHW 808513105 05/18/06 03/20/06 Annual 3 S Report on Impact of Flat Tax AgainstAgainst The Charles Schwab Corp. SCHW 808513105 05/18/06 03/20/06 Annual 4 S Report on Political Contributions AgainstAgainst The Charles Schwab Require a Majority Vote for the Corp. SCHW 808513105 05/18/06 03/20/06 Annual 5 S Election of Directors AgainstFor Submit Severance Agreement The Charles Schwab (Change in Control) to Corp. SCHW 808513105 05/18/06 03/20/06 Annual 6 S shareholder Vote AgainstAgainst St. Jude Medical, Inc. STJ 790849103 05/10/06 03/13/06 Annual 1.1 M Elect Director John W. Brown For For St. Jude Medical, Inc. STJ 790849103 05/10/06 03/13/06 Annual 1.2 M Elect Director Daniel J. Starks For For St. Jude Medical, Inc. STJ 790849103 05/10/06 03/13/06 Annual 2 M Approve Stock Option Plan For For St. Jude Medical, Inc. STJ 790849103 05/10/06 03/13/06 Annual 3 M Ratify Auditors For For EOG Resources, Inc. EOG 26875P101 05/02/06 03/06/06 Annual 1.1 M Elect Director George A. Alcorn For For EOG Resources, Inc. EOG 26875P101 05/02/06 03/06/06 Annual 1.2 M Elect Director Charles R. Crisp For For EOG Resources, Inc. EOG 26875P101 05/02/06 03/06/06 Annual 1.3 M Elect Director Mark G. Papa For For Elect Director Edmund P. Segner, EOG Resources, Inc. EOG 26875P101 05/02/06 03/06/06 Annual 1.4 M III For For EOG Resources, Inc. EOG 26875P101 05/02/06 03/06/06 Annual 1.5 M Elect Director William D. Stevens For For EOG Resources, Inc. EOG 26875P101 05/02/06 03/06/06 Annual 1.6 M Elect Director H. Leighton Steward For For EOG Resources, Inc. EOG 26875P101 05/02/06 03/06/06 Annual 1.7 M Elect Director Donald F. Textor For For EOG Resources, Inc. EOG 26875P101 05/02/06 03/06/06 Annual 1.8 M Elect Director Frank G. Wisner For For EOG Resources, Inc. EOG 26875P101 05/02/06 03/06/06 Annual 2 M Ratify Auditors For For CSX Corp. CSX 126408103 05/03/06 03/03/06 Annual 1.1 M Elect Director Elizabeth E. Bailey For For CSX Corp. CSX 126408103 05/03/06 03/03/06 Annual 1.2 M Elect Director John B. Breaux For For Elect Director Edward J. Kelly, CSX Corp. CSX 126408103 05/03/06 03/03/06 Annual 1.3 M III For For CSX Corp. CSX 126408103 05/03/06 03/03/06 Annual 1.4 M Elect Director Robert D. Kunisch For For Elect Director Southwood J. CSX Corp. CSX 126408103 05/03/06 03/03/06 Annual 1.5 M Morcott For For CSX Corp. CSX 126408103 05/03/06 03/03/06 Annual 1.6 M Elect Director David M. Ratcliffe For For Elect Director William C. CSX Corp. CSX 126408103 05/03/06 03/03/06 Annual 1.7 M Richardson For For Elect Director Frank S. Royal, CSX Corp. CSX 126408103 05/03/06 03/03/06 Annual 1.8 M M.D. For For CSX Corp. CSX 126408103 05/03/06 03/03/06 Annual 1.9 M Elect Director Donald J. Shepard For For CSX Corp. CSX 126408103 05/03/06 03/03/06 Annual 1.10 M Elect Director Michael J. Ward For For CSX Corp. CSX 126408103 05/03/06 03/03/06 Annual 2 M Ratify Auditors For For CSX Corp. CSX 126408103 05/03/06 03/03/06 Annual 3 M Approve Omnibus Stock Plan For For Reduce Supermajority Vote CSX Corp. CSX 126408103 05/03/06 03/03/06 Annual 4 M Requirement For For Reduce Supermajority Vote CSX Corp. CSX 126408103 05/03/06 03/03/06 Annual 5 M Requirement For For Separate Chairman and CEO CSX Corp. CSX 126408103 05/03/06 03/03/06 Annual 6 S Positions AgainstAgainst Cincinnati Financial Corp. CINF 172062101 05/06/06 03/08/06 Annual 1.1 M Elect Director William F. Bahl For For Cincinnati Financial Corp. CINF 172062101 05/06/06 03/08/06 Annual 1.2 M Elect Director James E. Benoski For For Cincinnati Financial Corp. CINF 172062101 05/06/06 03/08/06 Annual 1.3 M Elect Director Gretchen W. Price For For Cincinnati Financial Corp. CINF 172062101 05/06/06 03/08/06 Annual 1.4 M Elect Director John J. Schiff, Jr. For For Cincinnati Financial Corp. CINF 172062101 05/06/06 03/08/06 Annual 1.5 M Elect Director E. Anthony Woods For For Cincinnati Financial Corp. CINF 172062101 05/06/06 03/08/06 Annual 2 M Ratify Auditors For For Cincinnati Financial Approve Executive Incentive Bonus Corp. CINF 172062101 05/06/06 03/08/06 Annual 3 M Plan For For Cincinnati Financial Corp. CINF 172062101 05/06/06 03/08/06 Annual 4 M Approve Omnibus Stock Plan For For Yum Brands, Inc. YUM 988498101 05/18/06 03/20/06 Annual 1.1 M Elect Director David W. Dorman For For Yum Brands, Inc. YUM 988498101 05/18/06 03/20/06 Annual 1.2 M Elect Director Massimo Ferragamo For For Yum Brands, Inc. YUM 988498101 05/18/06 03/20/06 Annual 1.3 M Elect Director J. David Grissom For For Yum Brands, Inc. YUM 988498101 05/18/06 03/20/06 Annual 1.4 M Elect Director Bonnie G. Hill For For Yum Brands, Inc. YUM 988498101 05/18/06 03/20/06 Annual 1.5 M Elect Director Robert Holland, Jr. For For Yum Brands, Inc. YUM 988498101 05/18/06 03/20/06 Annual 1.6 M Elect Director Kenneth G. Langone For For Yum Brands, Inc. YUM 988498101 05/18/06 03/20/06 Annual 1.7 M Elect Director Jonathan S. Linen For For Yum Brands, Inc. YUM 988498101 05/18/06 03/20/06 Annual 1.8 M Elect Director Thomas C. Nelson For For Yum Brands, Inc. YUM 988498101 05/18/06 03/20/06 Annual 1.9 M Elect Director David C. Novak For For Yum Brands, Inc. YUM 988498101 05/18/06 03/20/06 Annual 1.10 M Elect Director Thomas M. Ryan For For Yum Brands, Inc. YUM 988498101 05/18/06 03/20/06 Annual 1.11 M Elect Director Jackie Trujillo For For Yum Brands, Inc. YUM 988498101 05/18/06 03/20/06 Annual 1.12 M Elect Director Robert J. Ulrich For For Yum Brands, Inc. YUM 988498101 05/18/06 03/20/06 Annual 2 M Ratify Auditors For For Yum Brands, Inc. YUM 988498101 05/18/06 03/20/06 Annual 3 S Prepare a Diversity Report AgainstAgainst Yum Brands, Inc. YUM 988498101 05/18/06 03/20/06 Annual 4 S Implement MacBride Principles AgainstAgainst Label Genetically Modified Yum Brands, Inc. YUM 988498101 05/18/06 03/20/06 Annual 5 S Organisms (GMO) AgainstAgainst Yum Brands, Inc. YUM 988498101 05/18/06 03/20/06 Annual 6 S Report on Animal Welfare Standards AgainstAgainst MGIC Investment Corp. MTG 552848103 05/11/06 03/10/06 Annual 1.1 M Elect Director Karl E. Case For For MGIC Investment Corp. MTG 552848103 05/11/06 03/10/06 Annual 1.2 M Elect Director Curt S. Culver For For MGIC Investment Corp. MTG 552848103 05/11/06 03/10/06 Annual 1.3 M Elect Director William A. McIntosh For For MGIC Investment Corp. MTG 552848103 05/11/06 03/10/06 Annual 1.4 M Elect Director Leslie M. Muma For For MGIC Investment Corp. MTG 552848103 05/11/06 03/10/06 Annual 2 M Ratify Auditors For For Xl Capital Ltd (Formerly Exel Ltd. ) XL G98255105 04/28/06 03/15/06 Annual 1.1 M Elect Director Dale R. Comey For For Xl Capital Ltd (Formerly Exel Ltd. ) XL G98255105 04/28/06 03/15/06 Annual 1.2 M Elect Director Brian M. O'Hara For For Xl Capital Ltd (Formerly Exel Ltd. ) XL G98255105 04/28/06 03/15/06 Annual 1.3 M Elect Director John T. Thornton For For TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP, NEW YORK, NEW YORK TO ACT AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY Xl Capital Ltd FOR THE FISCAL YEAR ENDING (Formerly Exel Ltd. ) XL G98255105 04/28/06 03/15/06 Annual 2 M DECEMBER 31, 2006. For For Xl Capital Ltd (Formerly Exel Ltd. ) XL G98255105 04/28/06 03/15/06 Annual 3 M Other Business For Against General Dynamics Corp. GD 369550108 05/03/06 03/10/06 Annual 1.1 M Elect Director N.D. Chabraja For For General Dynamics Corp. GD 369550108 05/03/06 03/10/06 Annual 1.2 M Elect Director J.S. Crown For For General Dynamics Corp. GD 369550108 05/03/06 03/10/06 Annual 1.3 M Elect Director W.P. Fricks For For General Dynamics Corp. GD 369550108 05/03/06 03/10/06 Annual 1.4 M Elect Director C.H. Goodman For For General Dynamics Corp. GD 369550108 05/03/06 03/10/06 Annual 1.5 M Elect Director J.L. Johnson For For General Dynamics Corp. GD 369550108 05/03/06 03/10/06 Annual 1.6 M Elect Director G.A. Joulwan For For General Dynamics Corp. GD 369550108 05/03/06 03/10/06 Annual 1.7 M Elect Director P.G. Kaminski For For General Dynamics Corp. GD 369550108 05/03/06 03/10/06 Annual 1.8 M Elect Director J.M. Keane For For General Dynamics Corp. GD 369550108 05/03/06 03/10/06 Annual 1.9 M Elect Director D.J. Lucas For For General Dynamics Corp. GD 369550108 05/03/06 03/10/06 Annual 1.10 M Elect Director L.L. Lyles For For General Dynamics Corp. GD 369550108 05/03/06 03/10/06 Annual 1.11 M Elect Director C.E. Mundy, Jr. For For General Dynamics Corp. GD 369550108 05/03/06 03/10/06 Annual 1.12 M Elect Director R. Walmsley For For General Dynamics Corp. GD 369550108 05/03/06 03/10/06 Annual 2 M Ratify Auditors For For Require a Majority Vote for the General Dynamics Corp. GD 369550108 05/03/06 03/10/06 Annual 3 S Election of Directors AgainstFor Disqualification of Directors Who General Dynamics Corp. GD 369550108 05/03/06 03/10/06 Annual 4 S Fail to Receive Majority Vote AgainstFor Separate Chairman and CEO General Dynamics Corp. GD 369550108 05/03/06 03/10/06 Annual 5 S Positions AgainstFor General Dynamics Corp. GD 369550108 05/03/06 03/10/06 Annual 6 S Report Political Contributions AgainstAgainst General Dynamics Corp. GD 369550108 05/03/06 03/10/06 Annual 7 S Sustainability Report AgainstAgainst Danaher Corp. DHR 235851102 05/02/06 03/06/06 Annual 1.1 M Elect Director Mortimer M. Caplin For For Danaher Corp. DHR 235851102 05/02/06 03/06/06 Annual 1.2 M Elect Director Donald J. Ehrlich For For Danaher Corp. DHR 235851102 05/02/06 03/06/06 Annual 1.3 M Elect Director Linda P. Hefner For For Danaher Corp. DHR 235851102 05/02/06 03/06/06 Annual 1.4 M Elect Director Walter G. Lohr, Jr. For Withhol Danaher Corp. DHR 235851102 05/02/06 03/06/06 Annual 2 M Ratify Auditors For For Qwest Communications International Inc. Q 749121109 05/24/06 03/27/06 Annual 1.1 M Elect Director Linda G. Alvarado For For Qwest Communications International Inc. Q 749121109 05/24/06 03/27/06 Annual 1.2 M Elect Director Charles L. Biggs For For Qwest Communications International Inc. Q 749121109 05/24/06 03/27/06 Annual 1.3 M Elect Director R. David Hoover For For Qwest Communications International Inc. Q 749121109 05/24/06 03/27/06 Annual 1.4 M Elect Director Patrick J. Martin For For Qwest Communications International Inc. Q 749121109 05/24/06 03/27/06 Annual 1.5 M Elect Director Caroline Matthews For For Qwest Communications International Inc. Q 749121109 05/24/06 03/27/06 Annual 1.6 M Elect Director Wayne W. Murdy For For Qwest Communications Elect Director Richard C. International Inc. Q 749121109 05/24/06 03/27/06 Annual 1.7 M Notebaert For For Qwest Communications International Inc. Q 749121109 05/24/06 03/27/06 Annual 1.8 M Elect Director Frank P. Popoff For For Qwest Communications International Inc. Q 749121109 05/24/06 03/27/06 Annual 1.9 M Elect Director James A. Unruh For For Qwest Communications International Inc. Q 749121109 05/24/06 03/27/06 Annual 2 M Ratify Auditors For For Qwest Communications International Inc. Q 749121109 05/24/06 03/27/06 Annual 3 M Amend Omnibus Stock Plan For For Qwest Communications Claw-back of Payments under International Inc. Q 749121109 05/24/06 03/27/06 Annual 4 S Restatements AgainstAgainst Submit Supplemental Executive Qwest Communications Retirement Plans to Shareholder International Inc. Q 749121109 05/24/06 03/27/06 Annual 5 S vote AgainstFor Qwest Communications Require a Majority Vote for the International Inc. Q 749121109 05/24/06 03/27/06 Annual 6 S Election of Directors AgainstFor Qwest Communications Separate Chairman and CEO International Inc. Q 749121109 05/24/06 03/27/06 Annual 7 S Positions AgainstAgainst Marsh & McLennan Elect Director Leslie M. Baker, Companies, Inc. MMC 571748102 05/18/06 03/20/06 Annual 1.1 M Jr. For For Marsh & McLennan Companies, Inc. MMC 571748102 05/18/06 03/20/06 Annual 1.2 M Elect Director Gwendolyn S. King For For Marsh & McLennan Companies, Inc. MMC 571748102 05/18/06 03/20/06 Annual 1.3 M Elect Director Marc D. Oken For For Marsh & McLennan Companies, Inc. MMC 571748102 05/18/06 03/20/06 Annual 1.4 M Elect Director David A. Olsen For For Marsh & McLennan Companies, Inc. MMC 571748102 05/18/06 03/20/06 Annual 2 M Ratify Auditors For For Marsh & McLennan Require a Majority Vote for the Companies, Inc. MMC 571748102 05/18/06 03/20/06 Annual 3 S Election of Directors AgainstFor Marsh & McLennan Companies, Inc. MMC 571748102 05/18/06 03/20/06 Annual 4 S Report on Political Contributions AgainstAgainst Ecolab, Inc. ECL 278865100 05/12/06 03/14/06 Annual 1.1 M Elect Director Leslie S. Biller For For Ecolab, Inc. ECL 278865100 05/12/06 03/14/06 Annual 1.2 M Elect Director Jerry A. Grundhofer For For Ecolab, Inc. ECL 278865100 05/12/06 03/14/06 Annual 1.3 M Elect Director Kasper Rorsted For For Ecolab, Inc. ECL 278865100 05/12/06 03/14/06 Annual 1.4 M Elect Director John J. Zillmer For For Ecolab, Inc. ECL 278865100 05/12/06 03/14/06 Annual 2 M Ratify Auditors For For The Pepsi Bottling Group, Inc. PBG 713409100 05/24/06 03/30/06 Annual 1.1 M Elect Director Linda G. Alvarado For For The Pepsi Bottling Group, Inc. PBG 713409100 05/24/06 03/30/06 Annual 1.2 M Elect Director Barry H. Beracha For For The Pepsi Bottling Group, Inc. PBG 713409100 05/24/06 03/30/06 Annual 1.3 M Elect Director John T. Cahill For For The Pepsi Bottling Group, Inc. PBG 713409100 05/24/06 03/30/06 Annual 1.4 M Elect Director Ira D. Hall For For The Pepsi Bottling Group, Inc. PBG 713409100 05/24/06 03/30/06 Annual 1.5 M Elect Director Thomas H. Kean For For The Pepsi Bottling Group, Inc. PBG 713409100 05/24/06 03/30/06 Annual 1.6 M Elect Director Susan D. Kronick For For The Pepsi Bottling Group, Inc. PBG 713409100 05/24/06 03/30/06 Annual 1.7 M Elect Director Blythe J. McGarvie For For The Pepsi Bottling Group, Inc. PBG 713409100 05/24/06 03/30/06 Annual 1.8 M Elect Director Margaret D. Moore For For The Pepsi Bottling Group, Inc. PBG 713409100 05/24/06 03/30/06 Annual 1.9 M Elect Director John A. Quelch For For The Pepsi Bottling Group, Inc. PBG 713409100 05/24/06 03/30/06 Annual 1.10 M Elect Director Rogelio Rebolledo For For The Pepsi Bottling Group, Inc. PBG 713409100 05/24/06 03/30/06 Annual 1.11 M Elect Director Clay G. Small For For The Pepsi Bottling Group, Inc. PBG 713409100 05/24/06 03/30/06 Annual 2 M Ratify Auditors For For Liz Claiborne, Inc. LIZ 539320101 05/18/06 03/20/06 Annual 1.1 M Elect Director Bernard W. Aronson For For Liz Claiborne, Inc. LIZ 539320101 05/18/06 03/20/06 Annual 1.2 M Elect Director Daniel A. Carp For For Liz Claiborne, Inc. LIZ 539320101 05/18/06 03/20/06 Annual 1.3 M Elect Director Nancy J. Karch For For Elect Director Paul E. Tierney, Liz Claiborne, Inc. LIZ 539320101 05/18/06 03/20/06 Annual 1.4 M Jr. For For Liz Claiborne, Inc. LIZ 539320101 05/18/06 03/20/06 Annual 2 M Ratify Auditors For For Require a Majority Vote for the Liz Claiborne, Inc. LIZ 539320101 05/18/06 03/20/06 Annual 3 S Election of Directors AgainstAgainst Avon Products, Inc. AVP 054303102 05/04/06 03/15/06 Annual 1.1 M Elect Director W. Don Cornwell For For Avon Products, Inc. AVP 054303102 05/04/06 03/15/06 Annual 1.2 M Elect Director Edward T. Fogarty For For Avon Products, Inc. AVP 054303102 05/04/06 03/15/06 Annual 1.3 M Elect Director Stanley C. Gault For For Avon Products, Inc. AVP 054303102 05/04/06 03/15/06 Annual 1.4 M Elect Director Fred Hassan For For Avon Products, Inc. AVP 054303102 05/04/06 03/15/06 Annual 1.5 M Elect Director Andrea Jung For For Elect Director Maria Elena Avon Products, Inc. AVP 054303102 05/04/06 03/15/06 Annual 1.6 M Lagomasino For For Avon Products, Inc. AVP 054303102 05/04/06 03/15/06 Annual 1.7 M Elect Director Ann S. Moore For For Avon Products, Inc. AVP 054303102 05/04/06 03/15/06 Annual 1.8 M Elect Director Paul S. Pressler For For Avon Products, Inc. AVP 054303102 05/04/06 03/15/06 Annual 1.9 M Elect Director Paula Stern, Ph.D. For For Elect Director Lawrence A. Avon Products, Inc. AVP 054303102 05/04/06 03/15/06 Annual 1.10 M Weinbach For For Avon Products, Inc. AVP 054303102 05/04/06 03/15/06 Annual 2 M Ratify Auditors For For Require a Majority Vote for the Avon Products, Inc. AVP 054303102 05/04/06 03/15/06 Annual 3 S Election of Directors AgainstFor Avon Products, Inc. AVP 054303102 05/04/06 03/15/06 Annual 4 S Report on Charitable Contributions AgainstAgainst Avon Products, Inc. AVP 054303102 05/04/06 03/15/06 Annual 5 S Performance-Based Equity Awards AgainstFor Avon Products, Inc. AVP 054303102 05/04/06 03/15/06 Annual 6 S Report on Toxic Chemicals AgainstAgainst Elect Director Ronald A. Hospira Inc HSP 441060100 05/17/06 03/20/06 Annual 1.1 M Matricaria For For Elect Director Christopher B. Hospira Inc HSP 441060100 05/17/06 03/20/06 Annual 1.2 M Begley For For Hospira Inc HSP 441060100 05/17/06 03/20/06 Annual 1.3 M Elect Director John C. Staley For For Hospira Inc HSP 441060100 05/17/06 03/20/06 Annual 1.4 M Elect Director Mark F. Wheeler For For Hospira Inc HSP 441060100 05/17/06 03/20/06 Annual 2 M Ratify Auditors For For Quest Diagnostics, Elect Director Jenne K. Britell, Incorporated DGX 74834L100 05/04/06 03/20/06 Annual 1.1 M Ph.D. For For Quest Diagnostics, Elect Director Gail R. Wilensky, Incorporated DGX 74834L100 05/04/06 03/20/06 Annual 1.2 M Ph.D. For For Quest Diagnostics, Incorporated DGX 74834L100 05/04/06 03/20/06 Annual 1.3 M Elect Director John B. Ziegler For Withhol Quest Diagnostics, Incorporated DGX 74834L100 05/04/06 03/20/06 Annual 2 M Ratify Auditors For For Quest Diagnostics, Incorporated DGX 74834L100 05/04/06 03/20/06 Annual 3 M Increase Authorized Common Stock For For Quest Diagnostics, Approve Nonqualified Employee Incorporated DGX 74834L100 05/04/06 03/20/06 Annual 4 M Stock Purchase Plan For For Xcel Energy Inc. XEL 98389B100 05/17/06 03/21/06 Annual 1.1 M Elect Director C. Coney Burgess For For Xcel Energy Inc. XEL 98389B100 05/17/06 03/21/06 Annual 1.2 M Elect Director Fredric W. Corrigan For For Xcel Energy Inc. XEL 98389B100 05/17/06 03/21/06 Annual 1.3 M Elect Director Richard K. Davis For For Elect Director Roger R. Xcel Energy Inc. XEL 98389B100 05/17/06 03/21/06 Annual 1.4 M Hemminghaus For For Xcel Energy Inc. XEL 98389B100 05/17/06 03/21/06 Annual 1.5 M Elect Director A. Barry Hirschfeld For For Xcel Energy Inc. XEL 98389B100 05/17/06 03/21/06 Annual 1.6 M Elect Director Richard C. Kelly For For Elect Director Douglas W. Xcel Energy Inc. XEL 98389B100 05/17/06 03/21/06 Annual 1.7 M Leatherdale For For Xcel Energy Inc. XEL 98389B100 05/17/06 03/21/06 Annual 1.8 M Elect Director Albert F. Moreno For For Elect Director Dr. Margaret R. Xcel Energy Inc. XEL 98389B100 05/17/06 03/21/06 Annual 1.9 M Preska For For Xcel Energy Inc. XEL 98389B100 05/17/06 03/21/06 Annual 1.10 M Elect Director A. Patricia Sampson For For Xcel Energy Inc. XEL 98389B100 05/17/06 03/21/06 Annual 1.11 M Elect Director Richard H. Truly For For Xcel Energy Inc. XEL 98389B100 05/17/06 03/21/06 Annual 2 M Ratify Auditors For For Separate Chairman and CEO Xcel Energy Inc. XEL 98389B100 05/17/06 03/21/06 Annual 3 S Positions AgainstAgainst Sealed Air Corp. SEE 81211K100 05/12/06 03/14/06 Annual 1 M Elect Director Hank Brown For For Sealed Air Corp. SEE 81211K100 05/12/06 03/14/06 Annual 2 M Elect Director Michael Chu For For Sealed Air Corp. SEE 81211K100 05/12/06 03/14/06 Annual 3 M Elect Director Lawrence R. Codey For For Sealed Air Corp. SEE 81211K100 05/12/06 03/14/06 Annual 4 M Elect Director T. J. Dermot Dunphy For For Elect Director Charles F. Sealed Air Corp. SEE 81211K100 05/12/06 03/14/06 Annual 5 M Farrell, Jr. For For Sealed Air Corp. SEE 81211K100 05/12/06 03/14/06 Annual 6 M Elect Director William V. Hickey For For Elect Director Jacqueline B. Sealed Air Corp. SEE 81211K100 05/12/06 03/14/06 Annual 7 M Kosecoff For For Sealed Air Corp. SEE 81211K100 05/12/06 03/14/06 Annual 8 M Elect Director Kenneth P. Manning For For Sealed Air Corp. SEE 81211K100 05/12/06 03/14/06 Annual 9 M Elect Director William J. Marino For For Sealed Air Corp. SEE 81211K100 05/12/06 03/14/06 Annual 10 M Ratify Auditors For For JPMorgan Chase & Co. JPM 46625H100 05/16/06 03/17/06 Annual 1.1 M Elect Director John H. Biggs For For JPMorgan Chase & Co. JPM 46625H100 05/16/06 03/17/06 Annual 1.2 M Elect Director Stephen B. Burke For For JPMorgan Chase & Co. JPM 46625H100 05/16/06 03/17/06 Annual 1.3 M Elect Director James S. Crown For For JPMorgan Chase & Co. JPM 46625H100 05/16/06 03/17/06 Annual 1.4 M Elect Director James Dimon For For JPMorgan Chase & Co. JPM 46625H100 05/16/06 03/17/06 Annual 1.5 M Elect Director Ellen V. Futter For For Elect Director William H. Gray, JPMorgan Chase & Co. JPM 46625H100 05/16/06 03/17/06 Annual 1.6 M III For For Elect Director William B. JPMorgan Chase & Co. JPM 46625H100 05/16/06 03/17/06 Annual 1.7 M Harrison, Jr. For For Elect Director Laban P. Jackson, JPMorgan Chase & Co. JPM 46625H100 05/16/06 03/17/06 Annual 1.8 M Jr. For For JPMorgan Chase & Co. JPM 46625H100 05/16/06 03/17/06 Annual 1.9 M Elect Director John W. Kessler For For JPMorgan Chase & Co. JPM 46625H100 05/16/06 03/17/06 Annual 1.10 M Elect Director Robert I. Lipp For For Elect Director Richard A. JPMorgan Chase & Co. JPM 46625H100 05/16/06 03/17/06 Annual 1.11 M Manoogian For For JPMorgan Chase & Co. JPM 46625H100 05/16/06 03/17/06 Annual 1.12 M Elect Director David C. Novak For For JPMorgan Chase & Co. JPM 46625H100 05/16/06 03/17/06 Annual 1.13 M Elect Director Lee R. Raymond For For JPMorgan Chase & Co. JPM 46625H100 05/16/06 03/17/06 Annual 1.14 M Elect Director William C. Weldon For For JPMorgan Chase & Co. JPM 46625H100 05/16/06 03/17/06 Annual 2 M Ratify Auditors For For Put Repricing of Stock Options to JPMorgan Chase & Co. JPM 46625H100 05/16/06 03/17/06 Annual 3 S Shareholder Vote AgainstAgainst JPMorgan Chase & Co. JPM 46625H100 05/16/06 03/17/06 Annual 4 S Performance-Based Equity Awards AgainstFor Separate Chairman and CEO JPMorgan Chase & Co. JPM 46625H100 05/16/06 03/17/06 Annual 5 S Positions AgainstAgainst Remove Reference to Sexual JPMorgan Chase & Co. JPM 46625H100 05/16/06 03/17/06 Annual 6 S Orientation from EEO Statement AgainstAgainst Amend Articles/Bylaws/Charter -- JPMorgan Chase & Co. JPM 46625H100 05/16/06 03/17/06 Annual 7 S Call Special Meetings AgainstAgainst JPMorgan Chase & Co. JPM 46625H100 05/16/06 03/17/06 Annual 8 S Report on Lobbying Activities AgainstAgainst JPMorgan Chase & Co. JPM 46625H100 05/16/06 03/17/06 Annual 9 S Report on Political Contributions AgainstAgainst Approve Terms of Existing Poison JPMorgan Chase & Co. JPM 46625H100 05/16/06 03/17/06 Annual 10 S Pill AgainstAgainst JPMorgan Chase & Co. JPM 46625H100 05/16/06 03/17/06 Annual 11 S Provide for Cumulative Voting AgainstFor Claw-back of Payments under JPMorgan Chase & Co. JPM 46625H100 05/16/06 03/17/06 Annual 12 S Restatements AgainstAgainst Require Director Nominee JPMorgan Chase & Co. JPM 46625H100 05/16/06 03/17/06 Annual 13 S Qualifications AgainstAgainst Colgate-Palmolive Co. CL 194162103 05/04/06 03/07/06 Annual 1.1 M Elect Director John T. Cahill For For Colgate-Palmolive Co. CL 194162103 05/04/06 03/07/06 Annual 1.2 M Elect Director Jill K. Conway For For Colgate-Palmolive Co. CL 194162103 05/04/06 03/07/06 Annual 1.3 M Elect Director Ellen M. Hancock For For Colgate-Palmolive Co. CL 194162103 05/04/06 03/07/06 Annual 1.4 M Elect Director David W. Johnson For For Colgate-Palmolive Co. CL 194162103 05/04/06 03/07/06 Annual 1.5 M Elect Director Richard J. Kogan For For Colgate-Palmolive Co. CL 194162103 05/04/06 03/07/06 Annual 1.6 M Elect Director Delano E. Lewis For For Colgate-Palmolive Co. CL 194162103 05/04/06 03/07/06 Annual 1.7 M Elect Director Reuben Mark For For Colgate-Palmolive Co. CL 194162103 05/04/06 03/07/06 Annual 1.8 M Elect Director J. Pedro Reinhard For For Elect Director Howard B. Wentz, Colgate-Palmolive Co. CL 194162103 05/04/06 03/07/06 Annual 1.9 M Jr. For For Colgate-Palmolive Co. CL 194162103 05/04/06 03/07/06 Annual 2 M Ratify Auditors For For Approve Non-Employee Director Colgate-Palmolive Co. CL 194162103 05/04/06 03/07/06 Annual 3 M Stock Option Plan For For Separate Chairman and CEO Colgate-Palmolive Co. CL 194162103 05/04/06 03/07/06 Annual 4 S Positions AgainstAgainst Colgate-Palmolive Co. CL 194162103 05/04/06 03/07/06 Annual 5 S Performance-Based Equity Awards AgainstFor Newell Rubbermaid Inc. NWL 651229106 05/09/06 03/15/06 Annual 1.1 M Elect Director Thomas E. Clarke For For Elect Director Elizabeth Cuthbert Newell Rubbermaid Inc. NWL 651229106 05/09/06 03/15/06 Annual 1.2 M Millett For For Newell Rubbermaid Inc. NWL 651229106 05/09/06 03/15/06 Annual 1.3 M Elect Director Steven J. Strobel For For Newell Rubbermaid Inc. NWL 651229106 05/09/06 03/15/06 Annual 2 M Amend Omnibus Stock Plan For For Approve Qualified Employee Stock Newell Rubbermaid Inc. NWL 651229106 05/09/06 03/15/06 Annual 3 M Purchase Plan For For Newell Rubbermaid Inc. NWL 651229106 05/09/06 03/15/06 Annual 4 M Ratify Auditors For For Submit Shareholder Rights Plan Newell Rubbermaid Inc. NWL 651229106 05/09/06 03/15/06 Annual 5 S (Poison Pill) to Shareholder Vote AgainstFor Newell Rubbermaid Inc. NWL 651229106 05/09/06 03/15/06 Annual 6 S Declassify the Board of Directors AgainstFor Elect Director Anthony J. FirstEnergy Corporation FE 337932107 05/16/06 03/21/06 Annual 1.1 M Alexander For Withhol FirstEnergy Corporation FE 337932107 05/16/06 03/21/06 Annual 1.2 M Elect Director Carol A. Cartwright For Withhol FirstEnergy Corporation FE 337932107 05/16/06 03/21/06 Annual 1.3 M Elect Director William T. Cottle For Withhol Elect Director Robert B. Heisler, FirstEnergy Corporation FE 337932107 05/16/06 03/21/06 Annual 1.4 M Jr. For Withhol FirstEnergy Corporation FE 337932107 05/16/06 03/21/06 Annual 1.5 M Elect Director Russell W. Maier For Withhol FirstEnergy Corporation FE 337932107 05/16/06 03/21/06 Annual 1.6 M Elect Director George M. Smart For Withhol FirstEnergy Corporation FE 337932107 05/16/06 03/21/06 Annual 1.7 M Elect Director Wes M. Taylor For Withhol Elect Director Jesse T. Williams, FirstEnergy Corporation FE 337932107 05/16/06 03/21/06 Annual 1.8 M Sr. For Withhol FirstEnergy Corporation FE 337932107 05/16/06 03/21/06 Annual 2 M Ratify Auditors For For Adopt Simple Majority Vote FirstEnergy Corporation FE 337932107 05/16/06 03/21/06 Annual 3 S Requirement AgainstFor Submit Severance Agreement (Change in Control) to FirstEnergy Corporation FE 337932107 05/16/06 03/21/06 Annual 4 S shareholder Vote AgainstFor Kinder Morgan, Inc. KMI 49455P101 05/09/06 03/10/06 Annual 1.1 M Elect Director Richard D. Kinder For For Elect Director Edward H. Austin, Kinder Morgan, Inc. KMI 49455P101 05/09/06 03/10/06 Annual 1.2 M Jr . For For Kinder Morgan, Inc. KMI 49455P101 05/09/06 03/10/06 Annual 1.3 M Elect Director William J. Hybl For For Kinder Morgan, Inc. KMI 49455P101 05/09/06 03/10/06 Annual 1.4 M Elect Director Ted A. Gardner For For Kinder Morgan, Inc. KMI 49455P101 05/09/06 03/10/06 Annual 2 M Amend Omnibus Stock Plan For For Approve Nonqualified Employee Kinder Morgan, Inc. KMI 49455P101 05/09/06 03/10/06 Annual 3 M Stock Purchase Plan For For Amend Qualified Employee Stock Kinder Morgan, Inc. KMI 49455P101 05/09/06 03/10/06 Annual 4 M Purchase Plan For For Kinder Morgan, Inc. KMI 49455P101 05/09/06 03/10/06 Annual 5 M Ratify Auditors For For Altera Corp. ALTR 021441100 05/09/06 03/13/06 Annual 1.1 M Elect Director John P. Daane For For Altera Corp. ALTR 021441100 05/09/06 03/13/06 Annual 1.2 M Elect Director Robert W. Reed For For Elect Director Robert J. Altera Corp. ALTR 021441100 05/09/06 03/13/06 Annual 1.3 M Finocchio, Jr. For For Altera Corp. ALTR 021441100 05/09/06 03/13/06 Annual 1.4 M Elect Director Kevin McGarity For For Altera Corp. ALTR 021441100 05/09/06 03/13/06 Annual 1.5 M Elect Director Paul Newhagen For For Altera Corp. ALTR 021441100 05/09/06 03/13/06 Annual 1.6 M Elect Director William E. Terry For For Altera Corp. ALTR 021441100 05/09/06 03/13/06 Annual 1.7 M Elect Director Susan Wang For For Altera Corp. ALTR 021441100 05/09/06 03/13/06 Annual 2 M Amend Omnibus Stock Plan For For Amend Qualified Employee Stock Altera Corp. ALTR 021441100 05/09/06 03/13/06 Annual 3 M Purchase Plan For For Altera Corp. ALTR 021441100 05/09/06 03/13/06 Annual 4 M Ratify Auditors For For Loews Corp. 540424108 05/08/06 03/10/06 Annual 1.1 M Elect Director Ann E. Berman For For Loews Corp. 540424108 05/08/06 03/10/06 Annual 1.2 M Elect Director Joseph L. Bower For For Loews Corp. 540424108 05/08/06 03/10/06 Annual 1.3 M Elect Director Charles M. Diker For For Loews Corp. 540424108 05/08/06 03/10/06 Annual 1.4 M Elect Director Paul J. Fribourg For For Loews Corp. 540424108 05/08/06 03/10/06 Annual 1.5 M Elect Director Walter L. Harris For For Loews Corp. 540424108 05/08/06 03/10/06 Annual 1.6 M Elect Director Philip A. Laskawy For For Loews Corp. 540424108 05/08/06 03/10/06 Annual 1.7 M Elect Director Gloria R. Scott For For Loews Corp. 540424108 05/08/06 03/10/06 Annual 1.8 M Elect Director Andrew H. Tisch For For Loews Corp. 540424108 05/08/06 03/10/06 Annual 1.9 M Elect Director James S. Tisch For For Loews Corp. 540424108 05/08/06 03/10/06 Annual 1.10 M Elect Director Jonathan M. Tisch For For Loews Corp. 540424108 05/08/06 03/10/06 Annual 2 M Ratify Auditors For For Loews Corp. 540424108 05/08/06 03/10/06 Annual 3 S Provide for Cumulative Voting AgainstAgainst Prohibit Smoking in Public Loews Corp. 540424108 05/08/06 03/10/06 Annual 4 S Facilities AgainstAgainst ConocoPhillips COP 20825C104 05/10/06 03/10/06 Annual 1.1 M Elect Director Richard L. Armitage For For Elect Director Richard H. ConocoPhillips COP 20825C104 05/10/06 03/10/06 Annual 1.2 M Auchinleck For For ConocoPhillips COP 20825C104 05/10/06 03/10/06 Annual 1.3 M Elect Director Harald J. Norvik For For ConocoPhillips COP 20825C104 05/10/06 03/10/06 Annual 1.4 M Elect Director William K. Reilly For For Elect Director Victoria J. ConocoPhillips COP 20825C104 05/10/06 03/10/06 Annual 1.5 M Tschinkel For For ConocoPhillips COP 20825C104 05/10/06 03/10/06 Annual 1.6 M Elect Director Kathryn C. Turner For For ConocoPhillips COP 20825C104 05/10/06 03/10/06 Annual 2 M Ratify Auditors For For Report Damage Resulting From Drilling Inside the National ConocoPhillips COP 20825C104 05/10/06 03/10/06 Annual 3 S Petroleum Reserve AgainstAgainst Require a Majority Vote for the ConocoPhillips COP 20825C104 05/10/06 03/10/06 Annual 4 S Election of Directors AgainstFor Submit Supplemental Executive Retirement Plans to Shareholder ConocoPhillips COP 20825C104 05/10/06 03/10/06 Annual 5 S vote AgainstAgainst Report Accountability for Company's Environmental Impacts ConocoPhillips COP 20825C104 05/10/06 03/10/06 Annual 6 S due to Operation AgainstAgainst ConocoPhillips COP 20825C104 05/10/06 03/10/06 Annual 7 S Non-Employee Director Compensation AgainstAgainst NiSource Inc. NI 65473P105 05/10/06 03/14/06 Annual 1.1 M Elect Director Gary L. Neale For For NiSource Inc. NI 65473P105 05/10/06 03/14/06 Annual 1.2 M Elect Director Robert J. Welsh For For NiSource Inc. NI 65473P105 05/10/06 03/14/06 Annual 1.3 M Elect Director Roger A. Young For For NiSource Inc. NI 65473P105 05/10/06 03/14/06 Annual 2 M Ratify Auditors For For NiSource Inc. NI 65473P105 05/10/06 03/14/06 Annual 3 M Declassify the Board of Directors For For Require a Majority Vote for the NiSource Inc. NI 65473P105 05/10/06 03/14/06 Annual 4 S Election of Directors AgainstFor Tenet Healthcare Corp. THC 88033G100 05/12/06 03/15/06 Annual 1.1 M Elect Director Trevor Fetter For For Tenet Healthcare Corp. THC 88033G100 05/12/06 03/15/06 Annual 1.2 M Elect Director Brenda J. Gaines For For Tenet Healthcare Corp. THC 88033G100 05/12/06 03/15/06 Annual 1.3 M Elect Director Karen M. Garrison For For Tenet Healthcare Corp. THC 88033G100 05/12/06 03/15/06 Annual 1.4 M Elect Director Edward A. Kangas For For Tenet Healthcare Corp. THC 88033G100 05/12/06 03/15/06 Annual 1.5 M Elect Director J. Robert Kerrey For For Tenet Healthcare Corp. THC 88033G100 05/12/06 03/15/06 Annual 1.6 M Elect Director Floyd D. Loop For For Elect Director Richard R. Tenet Healthcare Corp. THC 88033G100 05/12/06 03/15/06 Annual 1.7 M Pettingill For For Tenet Healthcare Corp. THC 88033G100 05/12/06 03/15/06 Annual 1.8 M Elect Director James A. Unruh For For Elect Director J. McDonald Tenet Healthcare Corp. THC 88033G100 05/12/06 03/15/06 Annual 1.9 M Williams For For Tenet Healthcare Corp. THC 88033G100 05/12/06 03/15/06 Annual 2 M Ratify Auditors For For The Hartford Financial Services Group, Inc. HIG 416515104 05/17/06 03/20/06 Annual 1.1 M Elect Director Ramani Ayer For For The Hartford Financial Services Group, Inc. HIG 416515104 05/17/06 03/20/06 Annual 1.2 M Elect Director Ramon de Oliveira For For The Hartford Financial Elect Director Edward J. Kelly, Services Group, Inc. HIG 416515104 05/17/06 03/20/06 Annual 1.3 M III For For The Hartford Financial Services Group, Inc. HIG 416515104 05/17/06 03/20/06 Annual 1.4 M Elect Director Paul G. Kirk, Jr For For The Hartford Financial Services Group, Inc. HIG 416515104 05/17/06 03/20/06 Annual 1.5 M Elect Director Thomas M. Marra For For The Hartford Financial Services Group, Inc. HIG 416515104 05/17/06 03/20/06 Annual 1.6 M Elect Director Gail J. McGovern For For The Hartford Financial Services Group, Inc. HIG 416515104 05/17/06 03/20/06 Annual 1.7 M Elect Director Michael G. Morris For For The Hartford Financial Services Group, Inc. HIG 416515104 05/17/06 03/20/06 Annual 1.8 M Elect Director Robert W. Selander For For The Hartford Financial Services Group, Inc. HIG 416515104 05/17/06 03/20/06 Annual 1.9 M Elect Director Charles B. Strauss For For The Hartford Financial Services Group, Inc. HIG 416515104 05/17/06 03/20/06 Annual 1.10 M Elect Director H. Patrick Swygert For For The Hartford Financial Services Group, Inc. HIG 416515104 05/17/06 03/20/06 Annual 1.11 M Elect Director David K. Zwiener For For The Hartford Financial Services Group, Inc. HIG 416515104 05/17/06 03/20/06 Annual 2 M Ratify Auditors For For Pulte Homes Inc. PHM 745867101 05/11/06 03/14/06 Annual 1.1 M Elect Director Brian P. Anderson For For Pulte Homes Inc. PHM 745867101 05/11/06 03/14/06 Annual 1.2 M Elect Director Patrick J. O'Leary For For Elect Director Debra J. Pulte Homes Inc. PHM 745867101 05/11/06 03/14/06 Annual 1.3 M Kelly-Ennis For For Pulte Homes Inc. PHM 745867101 05/11/06 03/14/06 Annual 1.4 M Elect Director Bernard W. Reznicek For For Pulte Homes Inc. PHM 745867101 05/11/06 03/14/06 Annual 1.5 M Elect Director Alan E. Schwartz For For Pulte Homes Inc. PHM 745867101 05/11/06 03/14/06 Annual 2 M Ratify Auditors For For Require a Majority Vote for the Pulte Homes Inc. PHM 745867101 05/11/06 03/14/06 Annual 3 S Election of Directors AgainstAgainst Pulte Homes Inc. PHM 745867101 05/11/06 03/14/06 Annual 4 S Declassify the Board of Directors AgainstAgainst Pulte Homes Inc. PHM 745867101 05/11/06 03/14/06 Annual 5 S Provide for Cumulative Voting AgainstAgainst Pulte Homes Inc. PHM 745867101 05/11/06 03/14/06 Annual 6 S Performance-Based Equity Awards AgainstAgainst CenturyTel, Inc. CTL 156700106 05/11/06 03/17/06 Annual 1.1 M Elect Director Fred R. Nichols For For CenturyTel, Inc. CTL 156700106 05/11/06 03/17/06 Annual 1.2 M Elect Director Harvey P. Perry For For CenturyTel, Inc. CTL 156700106 05/11/06 03/17/06 Annual 1.3 M Elect Director Jim D. Reppond For For CenturyTel, Inc. CTL 156700106 05/11/06 03/17/06 Annual 1.4 M Elect Director Joseph R. Zimmel For For CenturyTel, Inc. CTL 156700106 05/11/06 03/17/06 Annual 2 M Ratify Auditors For For ITT Corp. ITT 450911102 05/09/06 03/17/06 Annual 1.1 M Elect Director Steven R. Loranger For For ITT Corp. ITT 450911102 05/09/06 03/17/06 Annual 1.2 M Elect Director Curtis J. Crawford For For ITT Corp. ITT 450911102 05/09/06 03/17/06 Annual 1.3 M Elect Director Christina A. Gold For For ITT Corp. ITT 450911102 05/09/06 03/17/06 Annual 1.4 M Elect Director Ralph F. Hake For For ITT Corp. ITT 450911102 05/09/06 03/17/06 Annual 1.5 M Elect Director John J. Hamre For For ITT Corp. ITT 450911102 05/09/06 03/17/06 Annual 1.6 M Elect Director Raymond W. LeBoeuf For For ITT Corp. ITT 450911102 05/09/06 03/17/06 Annual 1.7 M Elect Director Frank T. MacInnis For For ITT Corp. ITT 450911102 05/09/06 03/17/06 Annual 1.8 M Elect Director Linda S. Sanford For For Elect Director Markos I. ITT Corp. ITT 450911102 05/09/06 03/17/06 Annual 1.9 M Tambakeras For For ITT Corp. ITT 450911102 05/09/06 03/17/06 Annual 2 M Ratify Auditors For For ITT Corp. ITT 450911102 05/09/06 03/17/06 Annual 3 M Change Company Name For For SLM Corp. SLM 78442P106 05/18/06 03/20/06 Annual 1.1 M Elect Director Ann Torre Bates For For SLM Corp. SLM 78442P106 05/18/06 03/20/06 Annual 1.2 M Elect Director Charles L. Daley For For Elect Director W.M. Diefenderfer, SLM Corp. SLM 78442P106 05/18/06 03/20/06 Annual 1.3 M III For For Elect Director Thomas J. SLM Corp. SLM 78442P106 05/18/06 03/20/06 Annual 1.4 M Fitzpatrick For For Elect Director Diane Suitt SLM Corp. SLM 78442P106 05/18/06 03/20/06 Annual 1.5 M Gilleland For For SLM Corp. SLM 78442P106 05/18/06 03/20/06 Annual 1.6 M Elect Director Earl A. Goode For For SLM Corp. SLM 78442P106 05/18/06 03/20/06 Annual 1.7 M Elect Director Ronald F. Hunt For For Elect Director Benjamin J. SLM Corp. SLM 78442P106 05/18/06 03/20/06 Annual 1.8 M Lambert, III For For SLM Corp. SLM 78442P106 05/18/06 03/20/06 Annual 1.9 M Elect Director Albert L. Lord For For SLM Corp. SLM 78442P106 05/18/06 03/20/06 Annual 1.10 M Elect Director Barry A. Munitz For For Elect Director A. Alexander SLM Corp. SLM 78442P106 05/18/06 03/20/06 Annual 1.11 M Porter, Jr For For Elect Director Wolfgang SLM Corp. SLM 78442P106 05/18/06 03/20/06 Annual 1.12 M Schoellkopf For For SLM Corp. SLM 78442P106 05/18/06 03/20/06 Annual 1.13 M Elect Director Steven L. Shapiro For For SLM Corp. SLM 78442P106 05/18/06 03/20/06 Annual 1.14 M Elect Director Barry L. Williams For For SLM Corp. SLM 78442P106 05/18/06 03/20/06 Annual 2 M Ratify Auditors For For The AES Corp. AES 00130H105 05/11/06 03/03/06 Annual 1.1 M Elect Director Richard Darman For For The AES Corp. AES 00130H105 05/11/06 03/03/06 Annual 1.2 M Elect Director Paul Hanrahan For For The AES Corp. AES 00130H105 05/11/06 03/03/06 Annual 1.3 M Elect Director Kristina M. Johnson For For The AES Corp. AES 00130H105 05/11/06 03/03/06 Annual 1.4 M Elect Director John A. Koskinen For For The AES Corp. AES 00130H105 05/11/06 03/03/06 Annual 1.5 M Elect Director Philip Lader For For The AES Corp. AES 00130H105 05/11/06 03/03/06 Annual 1.6 M Elect Director John H. McArthur For For The AES Corp. AES 00130H105 05/11/06 03/03/06 Annual 1.7 M Elect Director Sandra O. Moose For For The AES Corp. AES 00130H105 05/11/06 03/03/06 Annual 1.8 M Elect Director Philip A. Odeen For For The AES Corp. AES 00130H105 05/11/06 03/03/06 Annual 1.9 M Elect Director Charles O. Rossotti For For The AES Corp. AES 00130H105 05/11/06 03/03/06 Annual 1.10 M Elect Director Sven Sandstrom For For The AES Corp. AES 00130H105 05/11/06 03/03/06 Annual 2 M Ratify Auditor For For Approve Executive Incentive Bonus The AES Corp. AES 00130H105 05/11/06 03/03/06 Annual 3 M Plan For For Time Warner Inc TWX 887317105 05/19/06 03/24/06 Annual 1.1 M Elect Director James L. Barksdale For For Elect Director Stephen F. Time Warner Inc TWX 887317105 05/19/06 03/24/06 Annual 1.2 M Bollenbach For For Time Warner Inc TWX 887317105 05/19/06 03/24/06 Annual 1.3 M Elect Director Frank J Caufield For For Time Warner Inc TWX 887317105 05/19/06 03/24/06 Annual 1.4 M Elect Director Robert C. Clark For For Time Warner Inc TWX 887317105 05/19/06 03/24/06 Annual 1.5 M Elect Director Jessica P. Einhorn For For Time Warner Inc TWX 887317105 05/19/06 03/24/06 Annual 1.6 M Elect Director Reuben Mark For For Time Warner Inc TWX 887317105 05/19/06 03/24/06 Annual 1.7 M Elect Director Michael A. Miles For For Time Warner Inc TWX 887317105 05/19/06 03/24/06 Annual 1.8 M Elect Director Kenneth J. Novack For For Time Warner Inc TWX 887317105 05/19/06 03/24/06 Annual 1.9 M Elect Director Richard D. Parsons For For Elect Director Francis T. Time Warner Inc TWX 887317105 05/19/06 03/24/06 Annual 1.10 M Vincent, Jr For For Time Warner Inc TWX 887317105 05/19/06 03/24/06 Annual 1.11 M Elect Director Deborah C. Wright For For Time Warner Inc TWX 887317105 05/19/06 03/24/06 Annual 2 M Ratify Auditors For For Time Warner Inc TWX 887317105 05/19/06 03/24/06 Annual 3 M Approve Omnibus Stock Plan For For Adopt Simple Majority Vote Time Warner Inc TWX 887317105 05/19/06 03/24/06 Annual 4 S Requirement AgainstFor Separate Chairman and CEO Time Warner Inc TWX 887317105 05/19/06 03/24/06 Annual 5 S Positions AgainstAgainst Time Warner Inc TWX 887317105 05/19/06 03/24/06 Annual 6 S Develop a Code Vendor of Conduct AgainstAgainst TXU Corp. TXU 873168108 05/19/06 03/21/06 Annual 1.1 M Elect Director E. Gail de Planque For For TXU Corp. TXU 873168108 05/19/06 03/21/06 Annual 1.2 M Elect Director Leldon E. Echols For For TXU Corp. TXU 873168108 05/19/06 03/21/06 Annual 1.3 M Elect Director Kerney Laday For For TXU Corp. TXU 873168108 05/19/06 03/21/06 Annual 1.4 M Elect Director Jack E. Little For For TXU Corp. TXU 873168108 05/19/06 03/21/06 Annual 1.5 M Elect Director Gerardo I. Lopez For For TXU Corp. TXU 873168108 05/19/06 03/21/06 Annual 1.6 M Elect Director J.E. Oesterreicher For For TXU Corp. TXU 873168108 05/19/06 03/21/06 Annual 1.7 M Elect Director Michael W. Ranger For For TXU Corp. TXU 873168108 05/19/06 03/21/06 Annual 1.8 M Elect Director Leonard H. Roberts For For TXU Corp. TXU 873168108 05/19/06 03/21/06 Annual 1.9 M Elect Director Glenn F. Tilton For For TXU Corp. TXU 873168108 05/19/06 03/21/06 Annual 1.10 M Elect Director C. John Wilder For For TXU Corp. TXU 873168108 05/19/06 03/21/06 Annual 2 M Ratify Auditors For For TXU Corp. TXU 873168108 05/19/06 03/21/06 Annual 3 M Establish Range For Board Size For For Amend TXU Corp. TXU 873168108 05/19/06 03/21/06 Annual 4 M Articles/Bylaws/Charter-Non-Routine For For Require a Majority Vote for the TXU Corp. TXU 873168108 05/19/06 03/21/06 Annual 5 S Election of Directors AgainstAgainst Manor Care, Inc. HCR 564055101 05/09/06 03/17/06 Annual 1.1 M Elect Director Mary Taylor Behrens For For Manor Care, Inc. HCR 564055101 05/09/06 03/17/06 Annual 1.2 M Elect Director Joseph F. Damico For For Manor Care, Inc. HCR 564055101 05/09/06 03/17/06 Annual 1.3 M Elect Director John T. Schwieters For For Manor Care, Inc. HCR 564055101 05/09/06 03/17/06 Annual 1.4 M Elect Director Richard C. Tuttle For For Manor Care, Inc. HCR 564055101 05/09/06 03/17/06 Annual 1.5 M Elect Director M. Keith Weikel For For Manor Care, Inc. HCR 564055101 05/09/06 03/17/06 Annual 1.6 M Elect Director Gail R. Wilensky For For Manor Care, Inc. HCR 564055101 05/09/06 03/17/06 Annual 1.7 M Elect Director Thomas L. Young For For McDonald's Corp. MCD 580135101 05/25/06 03/27/06 Annual 1.1 M Elect Director Robert A. Eckert For For Elect Director Enrique Hernandez, McDonald's Corp. MCD 580135101 05/25/06 03/27/06 Annual 1.2 M Jr. For For McDonald's Corp. MCD 580135101 05/25/06 03/27/06 Annual 1.3 M Elect Director Jeanne P. Jackson For For McDonald's Corp. MCD 580135101 05/25/06 03/27/06 Annual 1.4 M Elect Director Richard H. Lenny For For McDonald's Corp. MCD 580135101 05/25/06 03/27/06 Annual 1.5 M Elect Director Andrew J. McKenna For For McDonald's Corp. MCD 580135101 05/25/06 03/27/06 Annual 1.6 M Elect Director Sheila A. Penrose For For McDonald's Corp. MCD 580135101 05/25/06 03/27/06 Annual 2 M Ratify Auditors For For Submit Severance Agreement (Change in Control) to McDonald's Corp. MCD 580135101 05/25/06 03/27/06 Annual 3 S shareholder Vote AgainstFor Identify Food Products Manufactured or Sold that Contain McDonald's Corp. MCD 580135101 05/25/06 03/27/06 Annual 4 S Genetically Engineered Ingredients AgainstAgainst Regions Financial Corp. RF 7591EP100 05/18/06 03/23/06 Annual 1.1 M Elect Director George W. Bryan For For Regions Financial Corp. RF 7591EP100 05/18/06 03/23/06 Annual 1.2 M Elect Director Susan W. Matlock For For Regions Financial Corp. RF 7591EP100 05/18/06 03/23/06 Annual 1.3 M Elect Director Michael S. Stames For For Regions Financial Corp. RF 7591EP100 05/18/06 03/23/06 Annual 2 M Approve Omnibus Stock Plan For For Regions Financial Corp. RF 7591EP100 05/18/06 03/23/06 Annual 3 M Ratify Auditors For For Regions Financial Corp. RF 7591EP100 05/18/06 03/23/06 Annual 4 S Declassify the Board of Directors AgainstAgainst American International Group, Inc. AIG 026874107 05/17/06 03/24/06 Annual 1.1 M Elect Director Pei-yuan Chia For For American International Group, Inc. AIG 026874107 05/17/06 03/24/06 Annual 1.2 M Elect Director Marshall A. Cohen For For American International Group, Inc. AIG 026874107 05/17/06 03/24/06 Annual 1.3 M Elect Director Martin S. Feldstein For For American International Group, Inc. AIG 026874107 05/17/06 03/24/06 Annual 1.4 M Elect Director Ellen V. Futter For For American International Elect Director Stephen L. Group, Inc. AIG 026874107 05/17/06 03/24/06 Annual 1.5 M Hammerman For For American International Elect Director Richard C. Group, Inc. AIG 026874107 05/17/06 03/24/06 Annual 1.6 M Holbrooke For For American International Group, Inc. AIG 026874107 05/17/06 03/24/06 Annual 1.7 M Elect Director Fred H. Langhammer For For American International Elect Director George L. Miles, Group, Inc. AIG 026874107 05/17/06 03/24/06 Annual 1.8 M Jr. For For American International Group, Inc. AIG 026874107 05/17/06 03/24/06 Annual 1.9 M Elect Director Morris W. Offit For For American International Group, Inc. AIG 026874107 05/17/06 03/24/06 Annual 1.10 M Elect Director James F. Orr, III For For American International Group, Inc. AIG 026874107 05/17/06 03/24/06 Annual 1.11 M Elect Director Martin J. Sullivan For For American International Group, Inc. AIG 026874107 05/17/06 03/24/06 Annual 1.12 M Elect Director Michael H. Sutton For For American International Group, Inc. AIG 026874107 05/17/06 03/24/06 Annual 1.13 M Elect Director Edmund S.W. Tse For For American International Elect Director Robert B. Group, Inc. AIG 026874107 05/17/06 03/24/06 Annual 1.14 M Willumstad For For American International Group, Inc. AIG 026874107 05/17/06 03/24/06 Annual 1.15 M Elect Director Frank G. Zarb For For American International Group, Inc. AIG 026874107 05/17/06 03/24/06 Annual 2 M Ratify Auditors For For American International Approve Executive Incentive Bonus Group, Inc. AIG 026874107 05/17/06 03/24/06 Annual 3 M Plan For For Consolidated Edison, Inc. 209115104 05/15/06 03/31/06 Annual 1.1 M Elect Director Kevin Burke For For Consolidated Edison, Inc. 209115104 05/15/06 03/31/06 Annual 1.2 M Elect Director Vincent A. Calarco For For Consolidated Edison, Elect Director George Campbell, Inc. 209115104 05/15/06 03/31/06 Annual 1.3 M Jr. For For Consolidated Edison, Inc. 209115104 05/15/06 03/31/06 Annual 1.4 M Elect Director Gordon J. Davis For For Consolidated Edison, Elect Director Michael J. Del Inc. 209115104 05/15/06 03/31/06 Annual 1.5 M Giudice For For Consolidated Edison, Inc. 209115104 05/15/06 03/31/06 Annual 1.6 M Elect Director Ellen V. Futter For For Consolidated Edison, Inc. 209115104 05/15/06 03/31/06 Annual 1.7 M Elect Director Sally Hernandez For For Consolidated Edison, Inc. 209115104 05/15/06 03/31/06 Annual 1.8 M Elect Director Peter W. Likins For For Consolidated Edison, Inc. 209115104 05/15/06 03/31/06 Annual 1.9 M Elect Director Eugene R. McGrath For For Consolidated Edison, Elect Director Frederick V. Inc. 209115104 05/15/06 03/31/06 Annual 1.10 M Salerno For For Consolidated Edison, Elect Director L. Frederick Inc. 209115104 05/15/06 03/31/06 Annual 1.11 M Sutherland For For Consolidated Edison, Inc. 209115104 05/15/06 03/31/06 Annual 1.12 M Elect Director Stephen R. Volk For For Consolidated Edison, Inc. 209115104 05/15/06 03/31/06 Annual 2 M Ratify Auditors For For Consolidated Edison, Increase Disclosure of Executive Inc. 209115104 05/15/06 03/31/06 Annual 3 S Compensation AgainstAgainst J. C. Penney Co., Inc Elect Director Vernon E. Jordan, (HLDG CO) JCP 708160106 05/19/06 03/20/06 Annual 1.1 M Jr. For For J. C. Penney Co., Inc (HLDG CO) JCP 708160106 05/19/06 03/20/06 Annual 1.2 M Elect Director Burl Osborne For For J. C. Penney Co., Inc Elect Director Mary Beth Stone (HLDG CO) JCP 708160106 05/19/06 03/20/06 Annual 1.3 M West For For J. C. Penney Co., Inc (HLDG CO) JCP 708160106 05/19/06 03/20/06 Annual 1.4 M Elect Director R. Gerald Turner For For J. C. Penney Co., Inc (HLDG CO) JCP 708160106 05/19/06 03/20/06 Annual 2 M Ratify Auditors For For J. C. Penney Co., Inc (HLDG CO) JCP 708160106 05/19/06 03/20/06 Annual 3 M Declassify the Board of Directors For For J. C. Penney Co., Inc (HLDG CO) JCP 708160106 05/19/06 03/20/06 Annual 4 S Performance-Based Equity Awards AgainstAgainst Elect Director Richard M. Target Corporation TGT 87612E106 05/17/06 03/20/06 Annual 1.1 M Kovacevich For For Target Corporation TGT 87612E106 05/17/06 03/20/06 Annual 1.2 M Elect Director George W. Tamke For For Target Corporation TGT 87612E106 05/17/06 03/20/06 Annual 1.3 M Elect Director Solomon D. Trujillo For For Target Corporation TGT 87612E106 05/17/06 03/20/06 Annual 1.4 M Elect Director Robert J. Ulrich For For Target Corporation TGT 87612E106 05/17/06 03/20/06 Annual 2 M Ratify Auditors For For Report Political Target Corporation TGT 87612E106 05/17/06 03/20/06 Annual 3 S Contributions/Activities AgainstAgainst UnitedHealth Group Incorporated UNH 91324P102 05/02/06 03/21/06 Annual 1.1 M Elect Director James A. Johnson For Withhol UnitedHealth Group Elect Director Douglas W. Incorporated UNH 91324P102 05/02/06 03/21/06 Annual 1.2 M Leatherdale For For UnitedHealth Group Elect Director William W. Incorporated UNH 91324P102 05/02/06 03/21/06 Annual 1.3 M McGuire, M.D. For For UnitedHealth Group Elect Director Mary O. Mundinger, Incorporated UNH 91324P102 05/02/06 03/21/06 Annual 1.4 M Ph.D. For Withhol UnitedHealth Group Incorporated UNH 91324P102 05/02/06 03/21/06 Annual 2 M Ratify Auditors For For UnitedHealth Group Require a Majority Vote for the Incorporated UNH 91324P102 05/02/06 03/21/06 Annual 3 S Election of Directors AgainstFor Comerica Inc. CMA 200340107 05/16/06 03/17/06 Annual 1.1 M Elect Director Lillian Bauder For For Elect Director Anthony F. Earley, Comerica Inc. CMA 200340107 05/16/06 03/17/06 Annual 1.2 M Jr. For For Comerica Inc. CMA 200340107 05/16/06 03/17/06 Annual 1.3 M Elect Director Robert S. Taubman For For Elect Director Reginald M. Comerica Inc. CMA 200340107 05/16/06 03/17/06 Annual 1.4 M Turner, Jr. For For Comerica Inc. CMA 200340107 05/16/06 03/17/06 Annual 2 M Approve Omnibus Stock Plan For For Approve Executive Incentive Bonus Comerica Inc. CMA 200340107 05/16/06 03/17/06 Annual 3 M Plan For For Comerica Inc. CMA 200340107 05/16/06 03/17/06 Annual 4 M Ratify Auditors For For Starwood Hotels & Resorts Worldwide, Inc. HOT 85590A203 05/02/06 03/14/06 Annual 1.1 M Elect Director Steven J. Heyer For For Starwood Hotels & Resorts Worldwide, Inc. HOT 85590A203 05/02/06 03/14/06 Annual 1.2 M Elect Director Charlene Barshefsky For For Starwood Hotels & Resorts Worldwide, Inc. HOT 85590A203 05/02/06 03/14/06 Annual 1.3 M Elect Director Jean-Marc Chapus For For Starwood Hotels & Resorts Worldwide, Inc. HOT 85590A203 05/02/06 03/14/06 Annual 1.4 M Elect Director Bruce W. Duncan For For Starwood Hotels & Resorts Worldwide, Inc. HOT 85590A203 05/02/06 03/14/06 Annual 1.5 M Elect Director Lizanne Galbreath For For Starwood Hotels & Resorts Worldwide, Inc. HOT 85590A203 05/02/06 03/14/06 Annual 1.6 M Elect Director Eric Hippeau For For Starwood Hotels & Resorts Worldwide, Inc. HOT 85590A203 05/02/06 03/14/06 Annual 1.7 M Elect Director Stephen R. Quazzo For For Starwood Hotels & Resorts Worldwide, Inc. HOT 85590A203 05/02/06 03/14/06 Annual 1.8 M Elect Director Thomas O. Ryder For For Starwood Hotels & Resorts Worldwide, Inc. HOT 85590A203 05/02/06 03/14/06 Annual 1.9 M Elect Director Daniel W. Yih For For Starwood Hotels & Elect Director Kneeland C. Resorts Worldwide, Inc. HOT 85590A203 05/02/06 03/14/06 Annual 1.10 M Youngblood For For Starwood Hotels & Resorts Worldwide, Inc. HOT 85590A203 05/02/06 03/14/06 Annual 2 M Ratify Auditors For For UnumProvident Corporation UNM 91529Y106 05/17/06 03/20/06 Annual 1.1 M Elect Director Pamela H. Godwin For For UnumProvident Corporation UNM 91529Y106 05/17/06 03/20/06 Annual 1.2 M Elect Director Thomas Kinser For For UnumProvident Elect Director A.S. (Pat) Corporation UNM 91529Y106 05/17/06 03/20/06 Annual 1.3 M MacMillan, Jr. For For UnumProvident Corporation UNM 91529Y106 05/17/06 03/20/06 Annual 1.4 M Elect Director Edward J. Muhl For For UnumProvident Corporation UNM 91529Y106 05/17/06 03/20/06 Annual 2 M Ratify Auditors For For Engagement With Proponents of UnumProvident Shareholder Proposals Supported Corporation UNM 91529Y106 05/17/06 03/20/06 Annual 3 S by a Majority Vote AgainstAgainst Masco Corp. MAS 574599106 05/09/06 03/15/06 Annual 1.1 M Elect Director Thomas G. Denomme For For Elect Director Richard A. Masco Corp. MAS 574599106 05/09/06 03/15/06 Annual 1.2 M Manoogian For For Elect Director Mary Ann Van Masco Corp. MAS 574599106 05/09/06 03/15/06 Annual 1.3 M Lokeren For For Masco Corp. MAS 574599106 05/09/06 03/15/06 Annual 2 M Ratify Auditors For For Xerox Corp. XRX 984121103 05/24/06 03/24/06 Annual 1.1 M Elect Director Glenn A. Britt For For Xerox Elect Director Richard J. Corp. XRX 984121103 05/24/06 03/24/06 Annual 1.2 M Harrington For For Xerox Corp. XRX 984121103 05/24/06 03/24/06 Annual 1.3 M Elect Director William Curt Hunter For For Xerox Elect Director Vernon E. Jordan, Corp. XRX 984121103 05/24/06 03/24/06 Annual 1.4 M Jr. For For Xerox Corp. XRX 984121103 05/24/06 03/24/06 Annual 1.5 M Elect Director Hilmar Kopper For For Xerox Corp. XRX 984121103 05/24/06 03/24/06 Annual 1.6 M Elect Director Ralph S. Larsen For For Xerox Corp. XRX 984121103 05/24/06 03/24/06 Annual 1.7 M Elect Director Robert A. McDonald For For Xerox Corp. XRX 984121103 05/24/06 03/24/06 Annual 1.8 M Elect Director Anne M. Mulcahy For For Xerox Corp. XRX 984121103 05/24/06 03/24/06 Annual 1.9 M Elect Director N.J. Nicholas, Jr. For For Xerox Corp. XRX 984121103 05/24/06 03/24/06 Annual 1.10 M Elect Director Ann N. Reese For For Xerox Elect Director Mary Agnes Corp. XRX 984121103 05/24/06 03/24/06 Annual 1.11 M Wilderotter For For Xerox Corp. XRX 984121103 05/24/06 03/24/06 Annual 2 M Ratify Auditors For For Xerox Require a Majority Vote for the Corp. XRX 984121103 05/24/06 03/24/06 Annual 3 S Election of Directors AgainstAgainst Xerox Corp. XRX 984121103 05/24/06 03/24/06 Annual 4 S Performance-Based Equity Awards AgainstAgainst Transocean Inc. RIG G90078109 05/11/06 03/20/06 Annual 1.1 M Elect Director Victor E. Grijalva For For Transocean Inc. RIG G90078109 05/11/06 03/20/06 Annual 1.2 M Elect Director Arthur Lindenauer For For Transocean Inc. RIG G90078109 05/11/06 03/20/06 Annual 1.3 M Elect Director Kristian Siem For For APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC Transocean Inc. RIG G90078109 05/11/06 03/20/06 Annual 2 M ACCOUNTING FIRM FOR 2006. For For Thermo Electron Corp. TMO 883556102 05/24/06 03/29/06 Annual 1.1 M Elect Director Peter J. Manning For Withhol Thermo Electron Corp. TMO 883556102 05/24/06 03/29/06 Annual 1.2 M Elect Director Jim P. Manzi For Withhol Thermo Electron Corp. TMO 883556102 05/24/06 03/29/06 Annual 1.3 M Elect Director Elaine S. Ullian For Withhol Thermo Electron Corp. TMO 883556102 05/24/06 03/29/06 Annual 2 M Ratify Auditors For For Require a Majority Vote for the Thermo Electron Corp. TMO 883556102 05/24/06 03/29/06 Annual 3 S Election of Directors AgainstAgainst Fiserv, Inc. FISV 337738108 05/24/06 03/20/06 Annual 1.1 M Elect Director Daniel P. Kearney For For Fiserv, Inc. FISV 337738108 05/24/06 03/20/06 Annual 1.2 M Elect Director Jeffery W. Yabuki For For Fiserv, Inc. FISV 337738108 05/24/06 03/20/06 Annual 1.3 M Elect Director L. William Seidman For For Fiserv, Inc. FISV 337738108 05/24/06 03/20/06 Annual 2 M Ratify Auditors For For Require a Majority Vote for the Fiserv, Inc. FISV 337738108 05/24/06 03/20/06 Annual 3 S Election of Directors AgainstAgainst Exxon Mobil Corp. XOM 30231G102 05/31/06 04/06/06 Annual 1.1 M Elect Director Michael J. Boskin For Withhol Exxon Mobil Corp. XOM 30231G102 05/31/06 04/06/06 Annual 1.2 M Elect Director William W. George For For Exxon Mobil Corp. XOM 30231G102 05/31/06 04/06/06 Annual 1.3 M Elect Director James R. Houghton For Withhol Exxon Mobil Corp. XOM 30231G102 05/31/06 04/06/06 Annual 1.4 M Elect Director William R. Howell For Withhol Exxon Mobil Corp. XOM 30231G102 05/31/06 04/06/06 Annual 1.5 M Elect Director Reatha Clark King For Withhol Elect Director Philip E. Exxon Mobil Corp. XOM 30231G102 05/31/06 04/06/06 Annual 1.6 M Lippincott For For Elect Director Henry A. Exxon Mobil Corp. XOM 30231G102 05/31/06 04/06/06 Annual 1.7 M McKinnell, Jr. For Withhol Elect Director Marilyn Carlson Exxon Mobil Corp. XOM 30231G102 05/31/06 04/06/06 Annual 1.8 M Nelson For For Exxon Mobil Corp. XOM 30231G102 05/31/06 04/06/06 Annual 1.9 M Elect Director Samuel J. Palmisano For For Exxon Mobil Corp. XOM 30231G102 05/31/06 04/06/06 Annual 1.10 M Elect Director Walter V. Shipley For For Exxon Mobil Corp. XOM 30231G102 05/31/06 04/06/06 Annual 1.11 M Elect Director J. Stephen Simon For For Exxon Mobil Corp. XOM 30231G102 05/31/06 04/06/06 Annual 1.12 M Elect Director Rex W. Tillerson For For Exxon Mobil Corp. XOM 30231G102 05/31/06 04/06/06 Annual 2 M Ratify Auditors For For Exxon Mobil Corp. XOM 30231G102 05/31/06 04/06/06 Annual 3 S Provide for Cumulative Voting AgainstFor Require a Majority Vote for the Exxon Mobil Corp. XOM 30231G102 05/31/06 04/06/06 Annual 4 S Election of Directors AgainstFor Company-Specific-Nominate Independent Director with Exxon Mobil Corp. XOM 30231G102 05/31/06 04/06/06 Annual 5 S Industry Experience AgainstFor Require Director Nominee Exxon Mobil Corp. XOM 30231G102 05/31/06 04/06/06 Annual 6 S Qualifications AgainstFor Exxon Mobil Corp. XOM 30231G102 05/31/06 04/06/06 Annual 7 S Non-Employee Director Compensation AgainstAgainst Separate Chairman and CEO Exxon Mobil Corp. XOM 30231G102 05/31/06 04/06/06 Annual 8 S Positions AgainstAgainst Exxon Mobil Corp. XOM 30231G102 05/31/06 04/06/06 Annual 9 S Review Executive Compensation AgainstAgainst Link Executive Compensation to Exxon Mobil Corp. XOM 30231G102 05/31/06 04/06/06 Annual 10 S Social Issues AgainstAgainst Exxon Mobil Corp. XOM 30231G102 05/31/06 04/06/06 Annual 11 S Report on Political Contributions AgainstAgainst Exxon Mobil Corp. XOM 30231G102 05/31/06 04/06/06 Annual 12 S Report on Charitable Contributions AgainstAgainst Amend Equal Employment Opportunity Policy to Prohibit Discrimination Based on Sexual Exxon Mobil Corp. XOM 30231G102 05/31/06 04/06/06 Annual 13 S Orientation AgainstAgainst Report on Damage Resulting from Drilling for Oil and gas in Exxon Mobil Corp. XOM 30231G102 05/31/06 04/06/06 Annual 14 S Protected Areas AgainstAgainst Report Accountability for Company's Environmental Impacts Exxon Mobil Corp. XOM 30231G102 05/31/06 04/06/06 Annual 15 S due to Operation AgainstAgainst Northrop Grumman Corp. NOC 666807102 05/17/06 03/21/06 Annual 1.1 M Elect Director John T. Chain, Jr. For For Northrop Grumman Corp. NOC 666807102 05/17/06 03/21/06 Annual 1.2 M Elect Director Vic Fazio For For Northrop Grumman Corp. NOC 666807102 05/17/06 03/21/06 Annual 1.3 M Elect Director Stephen E. Frank For For Northrop Grumman Corp. NOC 666807102 05/17/06 03/21/06 Annual 1.4 M Elect Director Charles R. Larson For Withhol Northrop Grumman Corp. NOC 666807102 05/17/06 03/21/06 Annual 1.5 M Elect Director Richard B. Myers For For Northrop Grumman Corp. NOC 666807102 05/17/06 03/21/06 Annual 1.6 M Elect Director Ronald D. Sugar For For Northrop Grumman Corp. NOC 666807102 05/17/06 03/21/06 Annual 2 M Ratify Auditors For For Northrop Grumman Amend Corp. NOC 666807102 05/17/06 03/21/06 Annual 3 M Articles/Bylaws/Charter-Non-Routine For For Northrop Grumman Separate Chairman and CEO Corp. NOC 666807102 05/17/06 03/21/06 Annual 4 S Positions AgainstAgainst Southwest Airlines Co. LUV 844741108 05/17/06 03/22/06 Annual 1.1 M Elect Director Colleen C. Barrett For For Southwest Airlines Co. LUV 844741108 05/17/06 03/22/06 Annual 1.2 M Elect Director Gary C. Kelly For For Southwest Airlines Co. LUV 844741108 05/17/06 03/22/06 Annual 1.3 M Elect Director John T. Montford For For Southwest Airlines Elect Director William H. Co. LUV 844741108 05/17/06 03/22/06 Annual 1.4 M Cunningham For For Southwest Airlines Co. LUV 844741108 05/17/06 03/22/06 Annual 1.5 M Elect Director Louis E. Caldera For For Southwest Airlines Co. LUV 844741108 05/17/06 03/22/06 Annual 1.6 M Elect Director Nancy B. Loeffler For For Southwest Airlines Co. LUV 844741108 05/17/06 03/22/06 Annual 1.7 M Elect Director David W. Biegler For For Southwest Airlines Amend Qualified Employee Stock Co. LUV 844741108 05/17/06 03/22/06 Annual 2 M Purchase Plan For For Southwest Airlines Co. LUV 844741108 05/17/06 03/22/06 Annual 3 M Ratify Auditors For For Southwest Airlines Co. LUV 844741108 05/17/06 03/22/06 Annual 4 S Adopt Simple Majority Vote AgainstFor Limited Brands LTD 532716107 05/22/06 04/05/06 Annual 1.1 M Elect Director E. Gordon Gee For For Limited Brands LTD 532716107 05/22/06 04/05/06 Annual 1.2 M Elect Director James L. Heskett For For Limited Brands LTD 532716107 05/22/06 04/05/06 Annual 1.3 M Elect Director Allan R. Tessler For For Limited Brands LTD 532716107 05/22/06 04/05/06 Annual 1.4 M Elect Director Abigail S. Wexner For For The Williams Companies, Inc. WMB 969457100 05/18/06 03/27/06 Annual 1.1 M Elect Director Irl F. Engelhardt For For The Williams Elect Director William R. Companies, Inc. WMB 969457100 05/18/06 03/27/06 Annual 1.2 M Granberry For For The Williams Companies, Inc. WMB 969457100 05/18/06 03/27/06 Annual 1.3 M Elect Director William E. Green For For The Williams Companies, Inc. WMB 969457100 05/18/06 03/27/06 Annual 1.4 M Elect Director W.R. Howell For For The Williams Companies, Inc. WMB 969457100 05/18/06 03/27/06 Annual 1.5 M Elect Director George A. Lorch For For The Williams Companies, Inc. WMB 969457100 05/18/06 03/27/06 Annual 2 M Ratify Auditors For For The Williams Require a Majority Vote for the Companies, Inc. WMB 969457100 05/18/06 03/27/06 Annual 3 S Election of Directors AgainstAgainst ACCO Brands Corporation ABD 00081T108 05/25/06 03/30/06 Annual 1.1 M Elect Director David D. Campbell For For ACCO Brands Corporation ABD 00081T108 05/25/06 03/30/06 Annual 1.2 M Elect Director Pierre E. Leroy For For ACCO Brands Corporation ABD 00081T108 05/25/06 03/30/06 Annual 1.3 M Elect Director G. Thomas Hargrove For For ACCO Brands Corporation ABD 00081T108 05/25/06 03/30/06 Annual 2 M Amend Omnibus Stock Plan For For ACCO Brands Corporation ABD 00081T108 05/25/06 03/30/06 Annual 3 M Ratify Auditors For For Cumulus Media Inc. CMLS 231082108 05/11/06 03/17/06 Annual 1.1 M Elect Director Ralph B. Everett For For Elect Director Holcombe T. Green, Cumulus Media Inc. CMLS 231082108 05/11/06 03/17/06 Annual 1.2 M Jr. For For Cumulus Media Inc. CMLS 231082108 05/11/06 03/17/06 Annual 2 M Ratify Auditors For For Mattel, Inc. MAT 577081102 05/11/06 03/16/06 Annual 1.1 M Elect Director Eugene P. Beard For For Mattel, Inc. MAT 577081102 05/11/06 03/16/06 Annual 1.2 M Elect Director Michael J. Dolan For For Mattel, Inc. MAT 577081102 05/11/06 03/16/06 Annual 1.3 M Elect Director Robert A. Eckert For For Mattel, Inc. MAT 577081102 05/11/06 03/16/06 Annual 1.4 M Elect Director Tully M. Friedman For For Mattel, Inc. MAT 577081102 05/11/06 03/16/06 Annual 1.5 M Elect Director Dominic Ng For For Mattel, Inc. MAT 577081102 05/11/06 03/16/06 Annual 1.6 M Elect Director Andrea L. Rich For For Mattel, Inc. MAT 577081102 05/11/06 03/16/06 Annual 1.7 M Elect Director Ronald L. Sargent For For Elect Director Christopher A. Mattel, Inc. MAT 577081102 05/11/06 03/16/06 Annual 1.8 M Sinclair For For Mattel, Inc. MAT 577081102 05/11/06 03/16/06 Annual 1.9 M Elect Director G. Craig Sullivan For For Mattel, Inc. MAT 577081102 05/11/06 03/16/06 Annual 1.10 M Elect Director John L. Vogelstein For For Elect Director Kathy Brittain Mattel, Inc. MAT 577081102 05/11/06 03/16/06 Annual 1.11 M White For For Mattel, Inc. MAT 577081102 05/11/06 03/16/06 Annual 2 M Ratify Auditors For For Separate Chairman and CEO Mattel, Inc. MAT 577081102 05/11/06 03/16/06 Annual 3 S Positions AgainstAgainst Report Progress on Improving Work Mattel, Inc. MAT 577081102 05/11/06 03/16/06 Annual 4 S and Living Conditions AgainstAgainst Mattel, Inc. MAT 577081102 05/11/06 03/16/06 Annual 5 S Performance-Based AgainstFor XTO Energy Inc XTO 98385X106 05/16/06 03/31/06 Annual 1.1 M Elect Director Phillip R. Kevil For For XTO Energy Inc XTO 98385X106 05/16/06 03/31/06 Annual 1.2 M Elect Director Herbert D. Simons For For Elect Director Vaughn O. XTO Energy Inc XTO 98385X106 05/16/06 03/31/06 Annual 1.3 M Vennerberg, II For For XTO Energy Inc XTO 98385X106 05/16/06 03/31/06 Annual 1.4 M Elect Director Lane G. Collins For For XTO Energy Inc XTO 98385X106 05/16/06 03/31/06 Annual 2 M Increase Authorized Common Stock For For XTO Energy Inc XTO 98385X106 05/16/06 03/31/06 Annual 3 M Amend Omnibus Stock Plan For For XTO Energy Inc XTO 98385X106 05/16/06 03/31/06 Annual 4 M Ratify Auditors For For Equifax Inc. EFX 294429105 05/17/06 03/09/06 Annual 1.1 M Elect Director Garry Betty For For Equifax Inc. EFX 294429105 05/17/06 03/09/06 Annual 1.2 M Elect Director Larry L. Prince For For Equifax Inc. EFX 294429105 05/17/06 03/09/06 Annual 1.3 M Elect Director Richard F. Smith For For Equifax Inc. EFX 294429105 05/17/06 03/09/06 Annual 1.4 M Elect Director Jacquelyn M. Ward For For Equifax Inc. EFX 294429105 05/17/06 03/09/06 Annual 2 M Ratify Auditors For For Amend Executive Incentive Bonus Equifax Inc. EFX 294429105 05/17/06 03/09/06 Annual 3 M Plan For For Safeway Inc. SWY 786514208 05/25/06 03/27/06 Annual 1 M Elect Director Steven A. Burd For For Safeway Inc. SWY 786514208 05/25/06 03/27/06 Annual 2 M Elect Director Janet E. Grove For For Safeway Inc. SWY 786514208 05/25/06 03/27/06 Annual 3 M Elect Director Mohan Gyani For For Safeway Inc. SWY 786514208 05/25/06 03/27/06 Annual 4 M Elect Director Paul Hazen For For Elect Director Robert I. Safeway Inc. SWY 786514208 05/25/06 03/27/06 Annual 5 M MacDonnell For For Elect Director Douglas J. Safeway Inc. SWY 786514208 05/25/06 03/27/06 Annual 6 M MacKenzie For For Safeway Inc. SWY 786514208 05/25/06 03/27/06 Annual 7 M Elect Director Rebecca A. Stirn For For Safeway Inc. SWY 786514208 05/25/06 03/27/06 Annual 8 M Elect Director William Y. Tauscher For For Safeway Inc. SWY 786514208 05/25/06 03/27/06 Annual 9 M Elect Director Raymond G. Viault For For Approve Executive Incentive Bonus Safeway Inc. SWY 786514208 05/25/06 03/27/06 Annual 10 M Plan For For Safeway Inc. SWY 786514208 05/25/06 03/27/06 Annual 11 M Ratify Auditors For For Safeway Inc. SWY 786514208 05/25/06 03/27/06 Annual 12 S Provide for Cumulative Voting AgainstAgainst Eliminate or Restrict Severance Safeway Inc. SWY 786514208 05/25/06 03/27/06 Annual 13 S Agreements (Change-in-Control) AgainstFor Company-Specific-Establishment of Safeway Inc. SWY 786514208 05/25/06 03/27/06 Annual 14 S an Office of the Board AgainstAgainst Adopt Policy to Identify and Label Food Products that Contain Safeway Inc. SWY 786514208 05/25/06 03/27/06 Annual 15 S Genetically Engineered Ingredients AgainstAgainst Safeway Inc. SWY 786514208 05/25/06 03/27/06 Annual 16 S Issue Sustainability Report AgainstAgainst Aon Corp. AOC 037389103 05/19/06 03/22/06 Annual 1.1 M Elect Director Patrick G. Ryan For For Aon Corp. AOC 037389103 05/19/06 03/22/06 Annual 1.2 M Elect Director Gregory C. Case For For Aon Corp. AOC 037389103 05/19/06 03/22/06 Annual 1.3 M Elect Director Edgar D. Jannotta For For Aon Corp. AOC 037389103 05/19/06 03/22/06 Annual 1.4 M Elect Director Jan Kalff For For Aon Corp. AOC 037389103 05/19/06 03/22/06 Annual 1.5 M Elect Director Lester B. Knight For For Aon Corp. AOC 037389103 05/19/06 03/22/06 Annual 1.6 M Elect Director J. Michael Losh For For Aon Corp. AOC 037389103 05/19/06 03/22/06 Annual 1.7 M Elect Director R. Eden Martin For For Aon Corp. AOC 037389103 05/19/06 03/22/06 Annual 1.8 M Elect Director Andrew J. McKenna For For Aon Corp. AOC 037389103 05/19/06 03/22/06 Annual 1.9 M Elect Director Robert S. Morrison For For Aon Corp. AOC 037389103 05/19/06 03/22/06 Annual 1.10 M Elect Director Richard B. Myers For For Elect Director Richard C. Aon Corp. AOC 037389103 05/19/06 03/22/06 Annual 1.11 M Notebaert For For Aon Corp. AOC 037389103 05/19/06 03/22/06 Annual 1.12 M Elect Director John W. Rogers, Jr. For For Aon Corp. AOC 037389103 05/19/06 03/22/06 Annual 1.13 M Elect Director Gloria Santona For For Aon Corp. AOC 037389103 05/19/06 03/22/06 Annual 1.14 M Elect Director Carolyn Y. Woo For For Aon Corp. AOC 037389103 05/19/06 03/22/06 Annual 2 M Ratify Auditors For For Approve Executive Incentive Bonus Aon Corp. AOC 037389103 05/19/06 03/22/06 Annual 3 M Plan For For Aon Corp. AOC 037389103 05/19/06 03/22/06 Annual 4 M Amend Omnibus Stock Plan For Against Federated Department Stores, Inc. FD 31410H101 05/19/06 03/31/06 Annual 1.1 M Elect Director Joyce M. Roche For For Federated Department Stores, Inc. FD 31410H101 05/19/06 03/31/06 Annual 1.2 M Elect Director William P. Stiritz For For Federated Department Stores, Inc. FD 31410H101 05/19/06 03/31/06 Annual 1.3 M Elect Director Craig E. Weatherup For For Federated Department Stores, Inc. FD 31410H101 05/19/06 03/31/06 Annual 2 M Ratify Auditors For For Federated Department Stores, Inc. FD 31410H101 05/19/06 03/31/06 Annual 3 M Increase Authorized Common Stock For For Federated Department Stores, Inc. FD 31410H101 05/19/06 03/31/06 Annual 4 M Amend Omnibus Stock Plan For For Federated Department Stores, Inc. FD 31410H101 05/19/06 03/31/06 Annual 5 M Amend Omnibus Stock Plan For For Federated Department Limit Boards on Which Directors Stores, Inc. FD 31410H101 05/19/06 03/31/06 Annual 6 S May Concurrently Serve AgainstAgainst Elect Director Juanita Powell Southern Company SO 842587107 05/24/06 03/27/06 Annual 1.1 M Baranco For For Southern Company SO 842587107 05/24/06 03/27/06 Annual 1.2 M Elect Director Dorrit J. Bern For For Southern Company SO 842587107 05/24/06 03/27/06 Annual 1.3 M Elect Director Francis S. Blake For For Southern Company SO 842587107 05/24/06 03/27/06 Annual 1.4 M Elect Director Thomas F. Chapman For For Southern Company SO 842587107 05/24/06 03/27/06 Annual 1.5 M Elect Director Donald M. James For For Southern Company SO 842587107 05/24/06 03/27/06 Annual 1.6 M Elect Director Zack T. Pate For For Southern Company SO 842587107 05/24/06 03/27/06 Annual 1.7 M Elect Director J. Neal Purcell For For Southern Company SO 842587107 05/24/06 03/27/06 Annual 1.8 M Elect Director David M. Ratcliffe For For Elect Director William G. Smith, Southern Company SO 842587107 05/24/06 03/27/06 Annual 1.9 M Jr. For For Southern Company SO 842587107 05/24/06 03/27/06 Annual 1.10 M Elect Director Gerald J. St. Pe For For Southern Company SO 842587107 05/24/06 03/27/06 Annual 2 M Ratify Auditors For For Southern Company SO 842587107 05/24/06 03/27/06 Annual 3 M Approve Omnibus Stock Plan For For Elect Director C. Michael HCA, Inc. HCA 404119109 05/25/06 03/31/06 Annual 1.1 M Armstrong For For Elect Director Magdalena H. HCA, Inc. HCA 404119109 05/25/06 03/31/06 Annual 1.2 M Averhoff, M.D. For For Elect Director Jack O. Bovender, HCA, Inc. HCA 404119109 05/25/06 03/31/06 Annual 1.3 M Jr. For For HCA, Inc. HCA 404119109 05/25/06 03/31/06 Annual 1.4 M Elect Director Richard M. Bracken For For HCA, Inc. HCA 404119109 05/25/06 03/31/06 Annual 1.5 M Elect Director Martin Feldstein For For Elect Director Thomas F. Frist, HCA, Inc. HCA 404119109 05/25/06 03/31/06 Annual 1.6 M Jr., M.D. For For HCA, Inc. HCA 404119109 05/25/06 03/31/06 Annual 1.7 M Elect Director Frederick W. Gluck For For HCA, Inc. HCA 404119109 05/25/06 03/31/06 Annual 1.8 M Elect Director Glenda A. Hatchett For For Elect Director Charles O. HCA, Inc. HCA 404119109 05/25/06 03/31/06 Annual 1.9 M Holliday, Jr. For For HCA, Inc. HCA 404119109 05/25/06 03/31/06 Annual 1.10 M Elect Director T. Michael Long For For HCA, Inc. HCA 404119109 05/25/06 03/31/06 Annual 1.11 M Elect Director John H. McArthur For For HCA, Inc. HCA 404119109 05/25/06 03/31/06 Annual 1.12 M Elect Director Kent C. Nelson For For Elect Director Frank S. Royal, HCA, Inc. HCA 404119109 05/25/06 03/31/06 Annual 1.13 M M.D. For For HCA, Inc. HCA 404119109 05/25/06 03/31/06 Annual 1.14 M Elect Director Harold T. Shapiro For For HCA, Inc. HCA 404119109 05/25/06 03/31/06 Annual 2 M Ratify Auditors For For HCA, Inc. HCA 404119109 05/25/06 03/31/06 Annual 3 S Performance-Based AgainstAgainst HCA, Inc. HCA 404119109 05/25/06 03/31/06 Annual 4 S Stock Retention/Holding Period AgainstAgainst Elect Director Victor J. Dzau, Genzyme Corp. GENZ 372917104 05/25/06 03/31/06 Annual 1.1 M M.D. For For Genzyme Corp. GENZ 372917104 05/25/06 03/31/06 Annual 1.2 M Elect Director Connie Mack, III For For Genzyme Corp. GENZ 372917104 05/25/06 03/31/06 Annual 1.3 M Elect Director Henri A. Termeer For For Genzyme Corp. GENZ 372917104 05/25/06 03/31/06 Annual 2 M Amend Omnibus Stock Plan For For Amend Non-Employee Director Stock Genzyme Corp. GENZ 372917104 05/25/06 03/31/06 Annual 3 M Option Plan For For Genzyme Corp. GENZ 372917104 05/25/06 03/31/06 Annual 4 M Declassify the Board of Directors For For Genzyme Corp. GENZ 372917104 05/25/06 03/31/06 Annual 5 M Ratify Auditors For For Submit Severance Agreement (Change in Control) to Genzyme Corp. GENZ 372917104 05/25/06 03/31/06 Annual 6 S shareholder Vote AgainstFor Elect Director Lenox D. Baker, Wellpoint Inc WLP 94973V107 05/16/06 03/24/06 Annual 1.1 M Jr., M.D. For For Wellpoint Inc WLP 94973V107 05/16/06 03/24/06 Annual 1.2 M Elect Director Susan B. Bayh For For Wellpoint Inc WLP 94973V107 05/16/06 03/24/06 Annual 1.3 M Elect Director Larry C. Glasscock For For Wellpoint Inc WLP 94973V107 05/16/06 03/24/06 Annual 1.4 M Elect Director Julie A. Hill For For Wellpoint Inc WLP 94973V107 05/16/06 03/24/06 Annual 1.5 M Elect Director Ramiro G. Peru For For Wellpoint Inc WLP 94973V107 05/16/06 03/24/06 Annual 2 M Approve Omnibus Stock Plan For For Wellpoint Inc WLP 94973V107 05/16/06 03/24/06 Annual 3 M Ratify Auditors For For Phelps Dodge Corp. PD 717265102 05/26/06 04/06/06 Annual 1.1 M Elect Director Charles C. Krulak For For Phelps Dodge Corp. PD 717265102 05/26/06 04/06/06 Annual 1.2 M Elect Director Dustan E. McCoy For For Phelps Dodge Corp. PD 717265102 05/26/06 04/06/06 Annual 1.3 M Elect Director William J. Post For For Elect Director Martin H. Phelps Dodge Corp. PD 717265102 05/26/06 04/06/06 Annual 1.4 M Richenhagen For For Phelps Dodge Corp. PD 717265102 05/26/06 04/06/06 Annual 1.5 M Elect Director Jack E. Thompson For For Approve Non-Employee Director Phelps Dodge Corp. PD 717265102 05/26/06 04/06/06 Annual 2 M Stock Option Plan For For Phelps Dodge Corp. PD 717265102 05/26/06 04/06/06 Annual 3 M Ratify Auditors For For Home Depot, Inc. Elect Director Gregory D. (The) HD 437076102 05/25/06 03/28/06 Annual 1.1 M Brenneman For For Home Depot, Inc. (The) HD 437076102 05/25/06 03/28/06 Annual 1.2 M Elect Director John L. Clendenin For For Home Depot, Inc. (The) HD 437076102 05/25/06 03/28/06 Annual 1.3 M Elect Director Claudio X. Gonzalez For For Home Depot, Inc. Elect Director Milledge A. Hart, (The) HD 437076102 05/25/06 03/28/06 Annual 1.4 M III For For Home Depot, Inc. (The) HD 437076102 05/25/06 03/28/06 Annual 1.5 M Elect Director Bonnie G. Hill For For Home Depot, Inc. Elect Director Laban P. Jackson, (The) HD 437076102 05/25/06 03/28/06 Annual 1.6 M Jr. For For Home Depot, Inc. Elect Director Lawrence R. (The) HD 437076102 05/25/06 03/28/06 Annual 1.7 M Johnston For For Home Depot, Inc. (The) HD 437076102 05/25/06 03/28/06 Annual 1.8 M Elect Director Kenneth G. Langone For For Home Depot, Inc. (The) HD 437076102 05/25/06 03/28/06 Annual 1.9 M Elect Director Angelo R. Mozilo For For Home Depot, Inc. (The) HD 437076102 05/25/06 03/28/06 Annual 1.10 M Elect Director Robert L. Nardelli For For Home Depot, Inc. (The) HD 437076102 05/25/06 03/28/06 Annual 1.11 M Elect Director Thomas J. Ridge For For Home Depot, Inc. (The) HD 437076102 05/25/06 03/28/06 Annual 2 M Ratify Auditors For For Home Depot, Inc. Increase Disclosure of Executive (The) HD 437076102 05/25/06 03/28/06 Annual 3 S Compensation AgainstAgainst Home Depot, Inc. (The) HD 437076102 05/25/06 03/28/06 Annual 4 S Report on EEOC-Related Activities AgainstAgainst Home Depot, Inc. Separate Chairman and CEO (The) HD 437076102 05/25/06 03/28/06 Annual 5 S Positions AgainstAgainst Home Depot, Inc. Require a Majority Vote for the (The) HD 437076102 05/25/06 03/28/06 Annual 6 S Election of Directors AgainstAgainst Submit Supplemental Executive Home Depot, Inc. Retirement Plans to Shareholder (The) HD 437076102 05/25/06 03/28/06 Annual 7 S vote AgainstFor Home Depot, Inc. (The) HD 437076102 05/25/06 03/28/06 Annual 8 S Report on Political Contributions AgainstAgainst Home Depot, Inc. Increase Disclosure of Executive (The) HD 437076102 05/25/06 03/28/06 Annual 9 S Compensation AgainstAgainst Home Depot, Inc. (The) HD 437076102 05/25/06 03/28/06 Annual 10 S Affirm Political Non-partisanship AgainstAgainst Vulcan Materials Co. VMC 929160109 05/12/06 03/21/06 Annual 1.1 M Elect Director Orin R. Smith For For Vulcan Materials Co. VMC 929160109 05/12/06 03/21/06 Annual 1.2 M Elect Director Philip W. Farmer For For Vulcan Materials Co. VMC 929160109 05/12/06 03/21/06 Annual 1.3 M Elect Director H. Allen Franklin For For Vulcan Materials Co. VMC 929160109 05/12/06 03/21/06 Annual 1.4 M Elect Director James V. Napier For For Vulcan Materials Co. VMC 929160109 05/12/06 03/21/06 Annual 2 M Approve Omnibus Stock Plan For For Vulcan Materials Co. VMC 929160109 05/12/06 03/21/06 Annual 3 M Ratify Auditors For For Wal-Mart Stores, Inc. WMT 931142103 06/02/06 04/05/06 Annual 1.1 M Elect Director Aida M. Alvarez For For Wal-Mart Stores, Inc. WMT 931142103 06/02/06 04/05/06 Annual 1.2 M Elect Director James W. Breyer For For Wal-Mart Stores, Inc. WMT 931142103 06/02/06 04/05/06 Annual 1.3 M Elect Director M. Michele Burns For For Elect Director James I. Cash, Wal-Mart Stores, Inc. WMT 931142103 06/02/06 04/05/06 Annual 1.4 M Jr., Ph.D. For For Wal-Mart Stores, Inc. WMT 931142103 06/02/06 04/05/06 Annual 1.5 M Elect Director Douglas N. Daft For For Wal-Mart Stores, Inc. WMT 931142103 06/02/06 04/05/06 Annual 1.6 M Elect Director David D. Glass For For Wal-Mart Stores, Inc. WMT 931142103 06/02/06 04/05/06 Annual 1.7 M Elect Director Roland A. Hernandez For For Wal-Mart Stores, Inc. WMT 931142103 06/02/06 04/05/06 Annual 1.8 M Elect Director H. Lee Scott, Jr. For For Wal-Mart Stores, Inc. WMT 931142103 06/02/06 04/05/06 Annual 1.9 M Elect Director Jack C. Shewmaker For For Wal-Mart Stores, Inc. WMT 931142103 06/02/06 04/05/06 Annual 1.10 M Elect Director Jim C. Walton For For Wal-Mart Stores, Inc. WMT 931142103 06/02/06 04/05/06 Annual 1.11 M Elect Director S. Robson Walton For For Elect Director Christopher J. Wal-Mart Stores, Inc. WMT 931142103 06/02/06 04/05/06 Annual 1.12 M Williams For For Wal-Mart Stores, Inc. WMT 931142103 06/02/06 04/05/06 Annual 1.13 M Elect Director Linda S. Wolf For For Wal-Mart Stores, Inc. WMT 931142103 06/02/06 04/05/06 Annual 2 M Ratify Auditors For For Wal-Mart Stores, Inc. WMT 931142103 06/02/06 04/05/06 Annual 3 S Report on Animal Welfare Standards AgainstAgainst Wal-Mart Stores, Inc. WMT 931142103 06/02/06 04/05/06 Annual 4 S Report on Political Contributions AgainstAgainst Require a Majority Vote for the Wal-Mart Stores, Inc. WMT 931142103 06/02/06 04/05/06 Annual 5 S Election of Directors AgainstFor Wal-Mart Stores, Inc. WMT 931142103 06/02/06 04/05/06 Annual 6 S Prepare a Sustainability Report AgainstAgainst Wal-Mart Stores, Inc. WMT 931142103 06/02/06 04/05/06 Annual 7 S Report on Pay Disparity AgainstAgainst Report on Stock Option Wal-Mart Stores, Inc. WMT 931142103 06/02/06 04/05/06 Annual 8 S Distribution by Race and Gender AgainstAgainst Yahoo!, Inc. YHOO 984332106 05/25/06 03/29/06 Annual 1.1 M Elect Director Terry S. Semel For For Yahoo!, Inc. YHOO 984332106 05/25/06 03/29/06 Annual 1.2 M Elect Director Jerry Yang For For Yahoo!, Inc. YHOO 984332106 05/25/06 03/29/06 Annual 1.3 M Elect Director Roy J. Bostock For For Yahoo!, Inc. YHOO 984332106 05/25/06 03/29/06 Annual 1.4 M Elect Director Ronald W. Burkle For For Yahoo!, Inc. YHOO 984332106 05/25/06 03/29/06 Annual 1.5 M Elect Director Eric Hippeau For For Yahoo!, Inc. YHOO 984332106 05/25/06 03/29/06 Annual 1.6 M Elect Director Arthur H. Kern For For Yahoo!, Inc. YHOO 984332106 05/25/06 03/29/06 Annual 1.7 M Elect Director Vyomesh Joshi For For Yahoo!, Inc. YHOO 984332106 05/25/06 03/29/06 Annual 1.8 M Elect Director Robert A. Kotick For For Yahoo!, Inc. YHOO 984332106 05/25/06 03/29/06 Annual 1.9 M Elect Director Edward R. Kozel For For Yahoo!, Inc. YHOO 984332106 05/25/06 03/29/06 Annual 1.10 M Elect Director Gary L. Wilson For For Amend Non-Employee Director Yahoo!, Inc. YHOO 984332106 05/25/06 03/29/06 Annual 2 M Omnibus Stock Plan For For Yahoo!, Inc. YHOO 984332106 05/25/06 03/29/06 Annual 3 M Ratify Auditors For For Viacom Inc. VIA.B 92553P201 05/24/06 03/31/06 Annual 1.1 M Elect Director George S. Abrams For For Viacom Inc. VIA.B 92553P201 05/24/06 03/31/06 Annual 1.2 M Elect Director Philippe P. Dauman For For Viacom Inc. VIA.B 92553P201 05/24/06 03/31/06 Annual 1.3 M Elect Director Thomas E. Dooley For For Viacom Inc. VIA.B 92553P201 05/24/06 03/31/06 Annual 1.4 M Elect Director Thomas E. Freston For For Viacom Inc. VIA.B 92553P201 05/24/06 03/31/06 Annual 1.5 M Elect Director Ellen V. Futter For For Viacom Inc. VIA.B 92553P201 05/24/06 03/31/06 Annual 1.6 M Elect Director Alan C. Greenberg For For Viacom Inc. VIA.B 92553P201 05/24/06 03/31/06 Annual 1.7 M Elect Director Robert K. Kraft For For Elect Director Charles E. Viacom Inc. VIA.B 92553P201 05/24/06 03/31/06 Annual 1.8 M Phillips, Jr. For For Viacom Inc. VIA.B 92553P201 05/24/06 03/31/06 Annual 1.9 M Elect Director Shari Redstone For For Viacom Inc. VIA.B 92553P201 05/24/06 03/31/06 Annual 1.10 M Elect Director Sumner M. Redstone For For Viacom Inc. VIA.B 92553P201 05/24/06 03/31/06 Annual 1.11 M Elect Director Frederic V. Salerno For For Viacom Inc. VIA.B 92553P201 05/24/06 03/31/06 Annual 1.12 M Elect Director William Schwartz For For Viacom Inc. VIA.B 92553P201 05/24/06 03/31/06 Annual 2 M Ratify Auditors For For CBS Corp CBS.A 124857202 05/25/06 03/31/06 Annual 1.1 M Elect Director David R. Andelman For For Elect Director Joseph A. CBS Corp CBS.A 124857202 05/25/06 03/31/06 Annual 1.2 M Califano, Jr. For For CBS Corp CBS.A 124857202 05/25/06 03/31/06 Annual 1.3 M Elect Director William S. Cohen For For CBS Corp CBS.A 124857202 05/25/06 03/31/06 Annual 1.4 M Elect Director Philippe P. Dauman For For CBS Corp CBS.A 124857202 05/25/06 03/31/06 Annual 1.5 M Elect Director Charles K. Gifford For For CBS Corp CBS.A 124857202 05/25/06 03/31/06 Annual 1.6 M Elect Director Bruce S. Gordon For For CBS Corp CBS.A 124857202 05/25/06 03/31/06 Annual 1.7 M Elect Director Leslie Moonves For For CBS Corp CBS.A 124857202 05/25/06 03/31/06 Annual 1.8 M Elect Director Shari Redstone For For CBS Corp CBS.A 124857202 05/25/06 03/31/06 Annual 1.9 M Elect Director Sumner M. Redstone For For CBS Corp CBS.A 124857202 05/25/06 03/31/06 Annual 1.10 M Elect Director Ann N. Reese For For CBS Corp CBS.A 124857202 05/25/06 03/31/06 Annual 1.11 M Elect Director Judith A. Sprieser For For CBS Corp CBS.A 124857202 05/25/06 03/31/06 Annual 1.12 M Elect Director Robert D. Walter For For CBS Corp CBS.A 124857202 05/25/06 03/31/06 Annual 2 M Ratify Auditors For For CBS Corp CBS.A 124857202 05/25/06 03/31/06 Annual 3 M Approve Option Exchange Offer For Against Amend Non-Employee Director Stock CBS Corp CBS.A 124857202 05/25/06 03/31/06 Annual 4 M Option Plan For Against Amend Non-Employee Director CBS Corp CBS.A 124857202 05/25/06 03/31/06 Annual 5 M Restricted Stock Plan For Against Company-Specific -- Adopt a CBS Corp CBS.A 124857202 05/25/06 03/31/06 Annual 6 S Recapitalization Plan AgainstFor MEDCO Health Solutions Inc MHS 58405U102 05/24/06 03/29/06 Annual 1.1 M Elect Director Lawrence S. Lewin For For MEDCO Health Solutions Inc MHS 58405U102 05/24/06 03/29/06 Annual 1.2 M Elect Director Charles M. Lillis For For MEDCO Health Solutions Elect Director Edward H. Inc MHS 58405U102 05/24/06 03/29/06 Annual 1.3 M Shortliffe, M.D., Ph.D. For For MEDCO Health Solutions Inc MHS 58405U102 05/24/06 03/29/06 Annual 1.4 M Elect Director David D. Stevens For For MEDCO Health Solutions Inc MHS 58405U102 05/24/06 03/29/06 Annual 2 M Ratify Auditors For For Tiffany & Co. TIF 886547108 05/18/06 03/24/06 Annual 1.1 M Elect Director Michael J. Kowalski For For Tiffany & Co. TIF 886547108 05/18/06 03/24/06 Annual 1.2 M Elect Director Rose Marie Bravo For For Tiffany & Co. TIF 886547108 05/18/06 03/24/06 Annual 1.3 M Elect Director William R. Chaney For For Elect Director Samuel L. Hayes, Tiffany & Co. TIF 886547108 05/18/06 03/24/06 Annual 1.4 M III For For Tiffany & Co. TIF 886547108 05/18/06 03/24/06 Annual 1.5 M Elect Director Abby F. Kohnstamm For For Tiffany & Co. TIF 886547108 05/18/06 03/24/06 Annual 1.6 M Elect Director Charles K. Marquis For For Tiffany & Co. TIF 886547108 05/18/06 03/24/06 Annual 1.7 M Elect Director J. Thomas Presby For For Tiffany & Co. TIF 886547108 05/18/06 03/24/06 Annual 1.8 M Elect Director James E. Quinn For For Tiffany & Co. TIF 886547108 05/18/06 03/24/06 Annual 1.9 M Elect Director William A. Shutzer For For Tiffany & Co. TIF 886547108 05/18/06 03/24/06 Annual 2 M Ratify Auditors For For Tiffany & Co. TIF 886547108 05/18/06 03/24/06 Annual 3 M Amend Omnibus Stock Plan For For Biogen Idec, Inc. BIIB 09062X103 05/25/06 03/31/06 Annual 1.1 M Elect Director Lawrence C. Best For For Biogen Idec, Inc. BIIB 09062X103 05/25/06 03/31/06 Annual 1.2 M Elect Director Alan B. Glassberg For For Biogen Idec, Inc. BIIB 09062X103 05/25/06 03/31/06 Annual 1.3 M Elect Director Robert W. Pangia For For Biogen Idec, Inc. BIIB 09062X103 05/25/06 03/31/06 Annual 1.4 M Elect Director William D.Young For For Biogen Idec, Inc. BIIB 09062X103 05/25/06 03/31/06 Annual 2 M Ratify Auditors For For Approve Non-Employee Director Biogen Idec, Inc. BIIB 09062X103 05/25/06 03/31/06 Annual 3 M Omnibus Stock Plan For For Lowe's Companies, Inc. LOW 548661107 05/25/06 03/31/06 Annual 1.1 M Elect Director Peter C. Browning For For Lowe's Companies, Inc. LOW 548661107 05/25/06 03/31/06 Annual 1.2 M Elect Director Marshall O. Larsen For For Lowe's Companies, Inc. LOW 548661107 05/25/06 03/31/06 Annual 1.3 M Elect Director Stephen F. Page For For Elect Director O. Temple Sloan, Lowe's Companies, Inc. LOW 548661107 05/25/06 03/31/06 Annual 1.4 M Jr. For For Approve Executive Incentive Bonus Lowe's Companies, Inc. LOW 548661107 05/25/06 03/31/06 Annual 2 M Plan For For Lowe's Companies, Inc. LOW 548661107 05/25/06 03/31/06 Annual 3 M Approve Omnibus Stock Plan For For Lowe's Companies, Inc. LOW 548661107 05/25/06 03/31/06 Annual 4 M Ratify Auditors For For Company Specific--RELATING TO THE Lowe's Companies, Inc. LOW 548661107 05/25/06 03/31/06 Annual 5 M BOARD OF DIRECTORS For For Lowe's Companies, Inc. LOW 548661107 05/25/06 03/31/06 Annual 6 S Report on Wood Procurement Policy AgainstAgainst Equity Residential EQR 29476L107 05/25/06 03/31/06 Annual 1.1 M Elect Director John W. Alexander For For Equity Residential EQR 29476L107 05/25/06 03/31/06 Annual 1.2 M Elect Director Charles L. Atwood For For Equity Residential EQR 29476L107 05/25/06 03/31/06 Annual 1.3 M Elect Director Stephen O. Evans For For Elect Director James D. Harper, Equity Residential EQR 29476L107 05/25/06 03/31/06 Annual 1.4 M Jr. For For Equity Residential EQR 29476L107 05/25/06 03/31/06 Annual 1.5 M Elect Director Boone A. Knox For For Equity Residential EQR 29476L107 05/25/06 03/31/06 Annual 1.6 M Elect Director David J. Neithercut For For Equity Residential EQR 29476L107 05/25/06 03/31/06 Annual 1.7 M Elect Director Desiree G. Rogers For For Equity Residential EQR 29476L107 05/25/06 03/31/06 Annual 1.8 M Elect Director Sheli Z. Rosenberg For For Equity Residential EQR 29476L107 05/25/06 03/31/06 Annual 1.9 M Elect Director Gerald A. Spector For For Equity Residential EQR 29476L107 05/25/06 03/31/06 Annual 1.10 M Elect Director B. Joseph White For For Equity Residential EQR 29476L107 05/25/06 03/31/06 Annual 1.11 M Elect Director Samuel Zell For For Equity Residential EQR 29476L107 05/25/06 03/31/06 Annual 2 M Ratify Auditors For For Jones Apparel Group, Inc. JNY 480074103 05/23/06 03/24/06 Annual 1.1 M Elect Director Peter Boneparth For For Jones Apparel Group, Inc. JNY 480074103 05/23/06 03/24/06 Annual 1.2 M Elect Director Sidney Kimmel For For Jones Apparel Group, Inc. JNY 480074103 05/23/06 03/24/06 Annual 1.3 M Elect Director Howard Gittis For For Jones Apparel Group, Inc. JNY 480074103 05/23/06 03/24/06 Annual 1.4 M Elect Director Anthony F. Scarpa For For Jones Apparel Group, Inc. JNY 480074103 05/23/06 03/24/06 Annual 1.5 M Elect Director Matthew H. Kamens For For Jones Apparel Group, Inc. JNY 480074103 05/23/06 03/24/06 Annual 1.6 M Elect Director J. Robert Kerrey For For Jones Apparel Group, Inc. JNY 480074103 05/23/06 03/24/06 Annual 1.7 M Elect Director Ann N. Reese For For Jones Apparel Group, Inc. JNY 480074103 05/23/06 03/24/06 Annual 1.8 M Elect Director Gerald C. Crotty For For Jones Apparel Group, Inc. JNY 480074103 05/23/06 03/24/06 Annual 1.9 M Elect Director Lowell W. Robinson For For Jones Apparel Group, Inc. JNY 480074103 05/23/06 03/24/06 Annual 1.10 M Elect Director Allen I. Questrom For For Jones Apparel Group, Inc. JNY 480074103 05/23/06 03/24/06 Annual 2 M Ratify Auditors For For Novellus Systems, Inc. NVLS 670008101 05/17/06 03/31/06 Annual 1.1 M Elect Director Richard S. Hill For For Novellus Systems, Inc. NVLS 670008101 05/17/06 03/31/06 Annual 1.2 M Elect Director Neil R. Bonke For For Novellus Systems, Inc. NVLS 670008101 05/17/06 03/31/06 Annual 1.3 M Elect Director Youssef A. El-Mansy For For Novellus Systems, Inc. NVLS 670008101 05/17/06 03/31/06 Annual 1.4 M Elect Director J. David Litster For For Novellus Systems, Inc. NVLS 670008101 05/17/06 03/31/06 Annual 1.5 M Elect Director Yoshio Nishi For For Novellus Systems, Inc. NVLS 670008101 05/17/06 03/31/06 Annual 1.6 M Elect Director Glen G. Possley For For Novellus Systems, Inc. NVLS 670008101 05/17/06 03/31/06 Annual 1.7 M Elect Director Ann D. Rhoads For For Novellus Systems, Inc. NVLS 670008101 05/17/06 03/31/06 Annual 1.8 M Elect Director William R. Spivey For For Novellus Systems, Inc. NVLS 670008101 05/17/06 03/31/06 Annual 1.9 M Elect Director Delbert A. Whitaker For For Novellus Systems, Inc. NVLS 670008101 05/17/06 03/31/06 Annual 2 M Ratify Auditors For For Performance-Based and/or Novellus Systems, Inc. NVLS 670008101 05/17/06 03/31/06 Annual 3 S Time-Based Equity Awards AgainstAgainst Caterpillar Inc. CAT 149123101 06/14/06 04/17/06 Annual 1.1 M Elect Director David R. Goode For For Caterpillar Inc. CAT 149123101 06/14/06 04/17/06 Annual 1.2 M Elect Director James W. Owens For For Caterpillar Inc. CAT 149123101 06/14/06 04/17/06 Annual 1.3 M Elect Director Charles D. Powell For For Caterpillar Inc. CAT 149123101 06/14/06 04/17/06 Annual 1.4 M Elect Director Joshua I. Smith For For Caterpillar Inc. CAT 149123101 06/14/06 04/17/06 Annual 2 M Increase Authorized Common Stock For For Caterpillar Inc. CAT 149123101 06/14/06 04/17/06 Annual 3 M Approve Omnibus Stock Plan For Against Approve Executive Incentive Bonus Caterpillar Inc. CAT 149123101 06/14/06 04/17/06 Annual 4 M Plan For For Caterpillar Inc. CAT 149123101 06/14/06 04/17/06 Annual 5 M Ratify Auditors For For Caterpillar Inc. CAT 149123101 06/14/06 04/17/06 Annual 6 S Declassify the Board of Directors AgainstAgainst Separate Chairman and CEO Caterpillar Inc. CAT 149123101 06/14/06 04/17/06 Annual 7 S Positions AgainstAgainst Require a Majority Vote for the Caterpillar Inc. CAT 149123101 06/14/06 04/17/06 Annual 8 S Election of Directors AgainstFor Equity Office Properties Trust EOP 294741103 05/24/06 03/31/06 Annual 1.1 M Elect Director Marilyn Alexander For For Equity Office Properties Trust EOP 294741103 05/24/06 03/31/06 Annual 1.2 M Elect Director Thomas E. Dobrowski For For Equity Office Properties Trust EOP 294741103 05/24/06 03/31/06 Annual 1.3 M Elect Director William M. Goodyear For For Equity Office Properties Elect Director James D. Harper, Trust EOP 294741103 05/24/06 03/31/06 Annual 1.4 M Jr. For For Equity Office Properties Trust EOP 294741103 05/24/06 03/31/06 Annual 1.5 M Elect Director Richard D. Kincaid For For Equity Office Properties Trust EOP 294741103 05/24/06 03/31/06 Annual 1.6 M Elect Director Sheil Z. Rosenberg For For Equity Office Properties Trust EOP 294741103 05/24/06 03/31/06 Annual 1.7 M Elect Director Stephen I. Sadove For For Equity Office Properties Trust EOP 294741103 05/24/06 03/31/06 Annual 1.8 M Elect Director Sally Susman For For Equity Office Properties Elect Director Jan H.W.R. van der Trust EOP 294741103 05/24/06 03/31/06 Annual 1.9 M Vlist For For Equity Office Properties Trust EOP 294741103 05/24/06 03/31/06 Annual 1.10 M Elect Director Samuel Zell For For Equity Office Properties Trust EOP 294741103 05/24/06 03/31/06 Annual 2 M Ratify Auditors For For Express Scripts, Inc. ESRX 302182100 05/24/06 03/31/06 Annual 1.1 M Elect Director Gary G. Benanav For For Express Scripts, Inc. ESRX 302182100 05/24/06 03/31/06 Annual 1.2 M Elect Director Frank J. Borelli For For Express Scripts, Inc. ESRX 302182100 05/24/06 03/31/06 Annual 1.3 M Elect Director Maura C. Breen For For Elect Director Nicholas J. Express Scripts, Inc. ESRX 302182100 05/24/06 03/31/06 Annual 1.4 M LaHowchic For For Express Scripts, Inc. ESRX 302182100 05/24/06 03/31/06 Annual 1.5 M Elect Director Thomas P. Mac Mahon For For Express Scripts, Inc. ESRX 302182100 05/24/06 03/31/06 Annual 1.6 M Elect Director John O. Parker, Jr. For For Express Scripts, Inc. ESRX 302182100 05/24/06 03/31/06 Annual 1.7 M Elect Director George Paz For For Express Scripts, Inc. ESRX 302182100 05/24/06 03/31/06 Annual 1.8 M Elect Director Samuel K. Skinner For For Express Scripts, Inc. ESRX 302182100 05/24/06 03/31/06 Annual 1.9 M Elect Director Seymour Sternberg For For Express Scripts, Inc. ESRX 302182100 05/24/06 03/31/06 Annual 1.10 M Elect Director Barrett A. Toan For For Express Scripts, Inc. ESRX 302182100 05/24/06 03/31/06 Annual 1.11 M Elect Director Howard L. Waltman For For Express Scripts, Inc. ESRX 302182100 05/24/06 03/31/06 Annual 2 M Increase Authorized Common Stock For For Express Scripts, Inc. ESRX 302182100 05/24/06 03/31/06 Annual 3 M Amend Omnibus Stock Plan For Against Express Scripts, Inc. ESRX 302182100 05/24/06 03/31/06 Annual 4 M Ratify Auditors For For Halliburton Co. HAL 406216101 05/17/06 03/20/06 Annual 1.1 M Elect Director Alan M. Bennett For For Halliburton Co. HAL 406216101 05/17/06 03/20/06 Annual 1.2 M Elect Director James R. Boyd For For Halliburton Co. HAL 406216101 05/17/06 03/20/06 Annual 1.3 M Elect Director Robert L. Crandall For For Halliburton Co. HAL 406216101 05/17/06 03/20/06 Annual 1.4 M Elect Director Kenneth T. Derr For For Halliburton Co. HAL 406216101 05/17/06 03/20/06 Annual 1.5 M Elect Director S.Malcolm Gillis For For Halliburton Co. HAL 406216101 05/17/06 03/20/06 Annual 1.6 M Elect Director W.R. Howell For For Halliburton Co. HAL 406216101 05/17/06 03/20/06 Annual 1.7 M Elect Director Ray L. Hunt For For Halliburton Co. HAL 406216101 05/17/06 03/20/06 Annual 1.8 M Elect Director David J. Lesar For For Halliburton Co. HAL 406216101 05/17/06 03/20/06 Annual 1.9 M Elect Director J.Landis Martin For For Halliburton Co. HAL 406216101 05/17/06 03/20/06 Annual 1.10 M Elect Director Jay A. Precourt For For Halliburton Co. HAL 406216101 05/17/06 03/20/06 Annual 1.11 M Elect Director Debra L. Reed For For Halliburton Co. HAL 406216101 05/17/06 03/20/06 Annual 2 M Ratify Auditors For For Halliburton Co. HAL 406216101 05/17/06 03/20/06 Annual 3 M Increase Authorized Common Stock For For Amend Terms of Severance Payments Halliburton Co. HAL 406216101 05/17/06 03/20/06 Annual 4 M to Executives For For Halliburton Co. HAL 406216101 05/17/06 03/20/06 Annual 5 S Review Human Rights Standards AgainstFor Require a Majority Vote for the Halliburton Co. HAL 406216101 05/17/06 03/20/06 Annual 6 S Election of Directors AgainstFor Amend Terms of Existing Poison Halliburton Co. HAL 406216101 05/17/06 03/20/06 Annual 7 S Pill AgainstAgainst Dollar General Corp. DG 256669102 05/31/06 03/27/06 Annual 1.1 M Elect Director David L. Bere For For Dollar General Corp. DG 256669102 05/31/06 03/27/06 Annual 1.2 M Elect Director Dennis C. Bottorff For For Dollar General Corp. DG 256669102 05/31/06 03/27/06 Annual 1.3 M Elect Director Barbara L. Bowles For For Dollar General Corp. DG 256669102 05/31/06 03/27/06 Annual 1.4 M Elect Director Reginald D. Dickson For For Dollar General Corp. DG 256669102 05/31/06 03/27/06 Annual 1.5 M Elect Director E. Gordon Gee For For Dollar General Corp. DG 256669102 05/31/06 03/27/06 Annual 1.6 M Elect Director Barbara M. Knuckles For For Dollar General Corp. DG 256669102 05/31/06 03/27/06 Annual 1.7 M Elect Director David A. Perdue For For Dollar General Corp. DG 256669102 05/31/06 03/27/06 Annual 1.8 M Elect Director J. Neal Purcell For For Dollar General Corp. DG 256669102 05/31/06 03/27/06 Annual 1.9 M Elect Director James D. Robbins For For Dollar General Corp. DG 256669102 05/31/06 03/27/06 Annual 1.10 M Elect Director David M. Wilds For For Dollar General Corp. DG 256669102 05/31/06 03/27/06 Annual 2 M Amend Omnibus Stock Plan For For Dollar General Corp. DG 256669102 05/31/06 03/27/06 Annual 3 M Ratify Auditors For For Hilton Hotels Corp. HLT 432848109 05/24/06 03/29/06 Annual 1.1 M Elect Director Christine Garvey For For Hilton Hotels Corp. HLT 432848109 05/24/06 03/29/06 Annual 1.2 M Elect Director Peter M. George For For Hilton Hotels Corp. HLT 432848109 05/24/06 03/29/06 Annual 1.3 M Elect Director Barron Hilton For For Hilton Hotels Corp. HLT 432848109 05/24/06 03/29/06 Annual 1.4 M Elect Director John L. Notter For For Hilton Hotels Corp. HLT 432848109 05/24/06 03/29/06 Annual 2 M Ratify Auditors For For Hilton Hotels Require a Majority Vote for the Corp. HLT 432848109 05/24/06 03/29/06 Annual 3 S Election of Directors AgainstAgainst Hilton Hotels Submit Shareholder Rights Plan Corp. HLT 432848109 05/24/06 03/29/06 Annual 4 S (Poison Pill) to Shareholder Vote AgainstFor Teradyne, Inc. TER 880770102 05/25/06 04/03/06 Annual 1.1 M Elect Director Albert Carnesale For For Elect Director George W. Teradyne, Inc. TER 880770102 05/25/06 04/03/06 Annual 1.2 M Chamillard For For Teradyne, Inc. TER 880770102 05/25/06 04/03/06 Annual 1.3 M Elect Director Roy A. Vallee For For Teradyne, Inc. TER 880770102 05/25/06 04/03/06 Annual 2 M Approve Omnibus Stock Plan For For Teradyne, Inc. TER 880770102 05/25/06 04/03/06 Annual 3 M Ratify Auditors For For Require a Majority Vote for the Teradyne, Inc. TER 880770102 05/25/06 04/03/06 Annual 4 S Election of Directors AgainstAgainst Ace Ltd. ACE G0070K103 05/18/06 03/31/06 Annual 1.1 M Elect Director Michael G. Atieh For For Ace Ltd. ACE G0070K103 05/18/06 03/31/06 Annual 1.2 M Elect Director Mary A. Cirillo For For Ace Ltd. ACE G0070K103 05/18/06 03/31/06 Annual 1.3 M Elect Director Bruce L. Crockett For For Ace Ltd. ACE G0070K103 05/18/06 03/31/06 Annual 1.4 M Elect Director Thomas J. Neff For For Ace Ltd. ACE G0070K103 05/18/06 03/31/06 Annual 1.5 M Elect Director Gary M. Stuart For For APPROVAL OF AMENDMENT TO ACE LIMITED EMPLOYEE STOCK PURCHASE Ace Ltd. ACE G0070K103 05/18/06 03/31/06 Annual 2 M PLAN. For For RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF ACE LIMITED FOR THE FISCAL YEAR ENDING Ace Ltd. ACE G0070K103 05/18/06 03/31/06 Annual 3 M DECEMBER 31, 2006. For For MedImmune, Inc. MEDI 584699102 05/25/06 03/31/06 Annual 1.1 M Elect Director Wayne T. Hockmeyer For For MedImmune, Inc. MEDI 584699102 05/25/06 03/31/06 Annual 1.2 M Elect Director David M. Mott For For MedImmune, Inc. MEDI 584699102 05/25/06 03/31/06 Annual 1.3 M Elect Director David Baltimore For For MedImmune, Inc. MEDI 584699102 05/25/06 03/31/06 Annual 1.4 M Elect Director M. James Barrett For Withhol MedImmune, Inc. MEDI 584699102 05/25/06 03/31/06 Annual 1.5 M Elect Director James H. Cavanaugh For For Elect Director Barbara Hackman MedImmune, Inc. MEDI 584699102 05/25/06 03/31/06 Annual 1.6 M Franklin For For MedImmune, Inc. MEDI 584699102 05/25/06 03/31/06 Annual 1.7 M Elect Director Gordon S. Macklin For For Elect Director George M. Milne, MedImmune, Inc. MEDI 584699102 05/25/06 03/31/06 Annual 1.8 M Jr. For For Elect Director Elizabeth H.S. MedImmune, Inc. MEDI 584699102 05/25/06 03/31/06 Annual 1.9 M Wyatt For For Amend Non-Employee Director Stock MedImmune, Inc. MEDI 584699102 05/25/06 03/31/06 Annual 2 M Option Plan For For MedImmune, Inc. MEDI 584699102 05/25/06 03/31/06 Annual 3 M Ratify Auditors For For Lincoln National Corp. LNC 534187109 06/09/06 04/18/06 Annual 1.1 M Elect Director Jon A. Boscia For For Elect Director George W. Lincoln National Corp. LNC 534187109 06/09/06 04/18/06 Annual 1.2 M Henderson, III For For Lincoln National Corp. LNC 534187109 06/09/06 04/18/06 Annual 1.3 M Elect Director Eric G. Johnson For For Lincoln National Corp. LNC 534187109 06/09/06 04/18/06 Annual 1.4 M Elect Director M. Leanne Lachman For For Lincoln National Corp. LNC 534187109 06/09/06 04/18/06 Annual 1.5 M Elect Director Isaiah Tidwell For For Lincoln National Corp. LNC 534187109 06/09/06 04/18/06 Annual 2 M Ratify Auditors For For Ingersoll-Rand Company Limited IR G4776G101 06/07/06 04/10/06 Annual 1.1 M Elect Director T.E. Martin For Withhol Ingersoll-Rand Company Limited IR G4776G101 06/07/06 04/10/06 Annual 1.2 M Elect Director P. Nachtigal For For Ingersoll-Rand Company Limited IR G4776G101 06/07/06 04/10/06 Annual 1.3 M Elect Director R.J. Swift For For Ingersoll-Rand Company Limited IR G4776G101 06/07/06 04/10/06 Annual 2 M Ratify Auditors For For Elect Director William C. Ford, eBay Inc. EBAY 278642103 06/13/06 04/17/06 Annual 1.1 M Jr. For For eBay Inc. EBAY 278642103 06/13/06 04/17/06 Annual 1.2 M Elect Director Dawn G. Lepore For For eBay Inc. EBAY 278642103 06/13/06 04/17/06 Annual 1.3 M Elect Director Pierre M. Omidyar For For Elect Director Richard T. eBay Inc. EBAY 278642103 06/13/06 04/17/06 Annual 1.4 M Sclosberg, III For For eBay Inc. EBAY 278642103 06/13/06 04/17/06 Annual 2 M Amend Stock Option Plan For For eBay Inc. EBAY 278642103 06/13/06 04/17/06 Annual 3 M Ratify Auditors For For Omnicom Group Inc. OMC 681919106 05/23/06 04/07/06 Annual 1.1 M Elect Director John D. Wren For For Omnicom Group Inc. OMC 681919106 05/23/06 04/07/06 Annual 1.2 M Elect Director Bruce Crawford For For Elect Director Robert Charles Omnicom Group Inc. OMC 681919106 05/23/06 04/07/06 Annual 1.3 M Clark For For Elect Director Leonard S. Omnicom Group Inc. OMC 681919106 05/23/06 04/07/06 Annual 1.4 M Coleman, Jr For For Omnicom Group Inc. OMC 681919106 05/23/06 04/07/06 Annual 1.5 M Elect Director Errol M. Cook For For Omnicom Group Inc. OMC 681919106 05/23/06 04/07/06 Annual 1.6 M Elect Director Susan S. Denison For For Omnicom Group Inc. OMC 681919106 05/23/06 04/07/06 Annual 1.7 M Elect Director Michael A. Henning For For Omnicom Group Inc. OMC 681919106 05/23/06 04/07/06 Annual 1.8 M Elect Director John R. Murphy For For Omnicom Group Inc. OMC 681919106 05/23/06 04/07/06 Annual 1.9 M Elect Director John R. Purcell For For Omnicom Group Inc. OMC 681919106 05/23/06 04/07/06 Annual 1.10 M Elect Director Linda Johnson Rice For For Omnicom Group Inc. OMC 681919106 05/23/06 04/07/06 Annual 1.11 M Elect Director Gary L. Roubos For For Omnicom Group Inc. OMC 681919106 05/23/06 04/07/06 Annual 2 M Ratify Auditors For For The Interpublic Group of Companies, Inc. IPG 460690100 05/25/06 04/03/06 Annual 1.1 M Elect Director Frank J. Borelli For For The Interpublic Group of Companies, Inc. IPG 460690100 05/25/06 04/03/06 Annual 1.2 M Elect Director Reginald K. Brack For For The Interpublic Group of Companies, Inc. IPG 460690100 05/25/06 04/03/06 Annual 1.3 M Elect Director Jill M. Considine For For The Interpublic Group Elect Director Richard A. of Companies, Inc. IPG 460690100 05/25/06 04/03/06 Annual 1.4 M Goldstein For For The Interpublic Group of Companies, Inc. IPG 460690100 05/25/06 04/03/06 Annual 1.5 M Elect Director H. Jogn Greeniaus For For The Interpublic Group of Companies, Inc. IPG 460690100 05/25/06 04/03/06 Annual 1.6 M Elect Director Michael I. Roth For For The Interpublic Group of Companies, Inc. IPG 460690100 05/25/06 04/03/06 Annual 1.7 M Elect Director J. Phillip Samper For For The Interpublic Group of Companies, Inc. IPG 460690100 05/25/06 04/03/06 Annual 1.8 M Elect Director David M. Thomas For For The Interpublic Group of Companies, Inc. IPG 460690100 05/25/06 04/03/06 Annual 2 M Approve Omnibus Stock Plan For For The Interpublic Group of Companies, Inc. IPG 460690100 05/25/06 04/03/06 Annual 3 M Ratify Auditors For For The Interpublic Group Separate Chairman and CEO of Companies, Inc. IPG 460690100 05/25/06 04/03/06 Annual 4 S Positions AgainstAgainst The Interpublic Group Claw-back of Payments under of Companies, Inc. IPG 460690100 05/25/06 04/03/06 Annual 5 S Restatements AgainstAgainst The TJX Companies, Inc. TJX 872540109 06/06/06 04/17/06 Annual 1.1 M Elect Director David A. Brandon For For The TJX Companies, Inc. TJX 872540109 06/06/06 04/17/06 Annual 1.2 M Elect Director Bernard Cammarata For For The TJX Companies, Inc. TJX 872540109 06/06/06 04/17/06 Annual 1.3 M Elect Director Gary L. Crittenden For For The TJX Companies, Inc. TJX 872540109 06/06/06 04/17/06 Annual 1.4 M Elect Director Gail Deegan For For The TJX Companies, Inc. TJX 872540109 06/06/06 04/17/06 Annual 1.5 M Elect Director Dennis F. Hightower For For The TJX Companies, Inc. TJX 872540109 06/06/06 04/17/06 Annual 1.6 M Elect Director Amy B. Lane For For The TJX Companies, Inc. TJX 872540109 06/06/06 04/17/06 Annual 1.7 M Elect Director Richard G. Lesser For For The TJX Companies, Inc. TJX 872540109 06/06/06 04/17/06 Annual 1.8 M Elect Director John F. O'Brien For For The TJX Companies, Inc. TJX 872540109 06/06/06 04/17/06 Annual 1.9 M Elect Director Robert F. Shapiro For For The TJX Companies, Inc. TJX 872540109 06/06/06 04/17/06 Annual 1.10 M Elect Director Willow B. Shire For For The TJX Companies, Inc. TJX 872540109 06/06/06 04/17/06 Annual 1.11 M Elect Director Fletcher H. Wiley For For The TJX Companies, Inc. TJX 872540109 06/06/06 04/17/06 Annual 2 M Ratify Auditors For For Require a Majority Vote for the The TJX Companies, Inc. TJX 872540109 06/06/06 04/17/06 Annual 3 S Election of Directors AgainstAgainst American Power Conversion Corp. APCC 029066107 06/08/06 04/13/06 Annual 1 M Fix Number of Directors For For American Power Elect Director Rodger B. Dowdell, Conversion Corp. APCC 029066107 06/08/06 04/13/06 Annual 2.1 M Jr. For For American Power Conversion Corp. APCC 029066107 06/08/06 04/13/06 Annual 2.2 M Elect Director Neil E. Rasmussen For For American Power Conversion Corp. APCC 029066107 06/08/06 04/13/06 Annual 2.3 M Elect Director Ervin F. Lyon For For American Power Conversion Corp. APCC 029066107 06/08/06 04/13/06 Annual 2.4 M Elect Director James D. Gerson For For American Power Conversion Corp. APCC 029066107 06/08/06 04/13/06 Annual 2.5 M Elect Director John G. Kassakian For For American Power Conversion Corp. APCC 029066107 06/08/06 04/13/06 Annual 2.6 M Elect Director Ellen B. Richstone For For American Power Conversion Corp. APCC 029066107 06/08/06 04/13/06 Annual 3 M Ratify Auditors For For American Power Amend Qualified Employee Stock Conversion Corp. APCC 029066107 06/08/06 04/13/06 Annual 4 M Purchase Plan For For R. R. Donnelley & Sons Co. RRD 257867101 05/25/06 04/01/06 Annual 1.1 M Elect Director Thomas S. Johnson For For R. R. Donnelley & Sons Co. RRD 257867101 05/25/06 04/01/06 Annual 1.2 M Elect Director John C. Pope For For R. R. Donnelley & Sons Elect Director Lionel H. Co. RRD 257867101 05/25/06 04/01/06 Annual 1.3 M Schipper, C.M. For For R. R. Donnelley & Sons Co. RRD 257867101 05/25/06 04/01/06 Annual 1.4 M Elect Director Norman H. Wesley For For R. R. Donnelley & Sons Co. RRD 257867101 05/25/06 04/01/06 Annual 2 M Ratify Auditors For For R. R. Donnelley & Sons Co. RRD 257867101 05/25/06 04/01/06 Annual 3 S Declassify the Board of Directors AgainstAgainst Staples, Inc. SPLS 855030102 06/06/06 04/10/06 Annual 1.1 M Elect Director Basil L. Anderson For For Staples, Inc. SPLS 855030102 06/06/06 04/10/06 Annual 1.2 M Elect Director Robert C. Nakasone For For Staples, Inc. SPLS 855030102 06/06/06 04/10/06 Annual 1.3 M Elect Director Ronald L. Sargent For For Elect Director Stephen F. Staples, Inc. SPLS 855030102 06/06/06 04/10/06 Annual 1.4 M Schuckenbrock For For Staples, Inc. SPLS 855030102 06/06/06 04/10/06 Annual 2 M Declassify the Board of Directors For For Staples, Inc. SPLS 855030102 06/06/06 04/10/06 Annual 3 M Ratify Auditors For For Require a Majority Vote for the Staples, Inc. SPLS 855030102 06/06/06 04/10/06 Annual 4 S Election of Directors AgainstAgainst Devon Energy Corp. DVN 25179M103 06/07/06 04/10/06 Annual 1.1 M Elect Director Robert L. Howard For For Devon Energy Corp. DVN 25179M103 06/07/06 04/10/06 Annual 1.2 M Elect Director Micheal M. Kanovsky For For Devon Energy Corp. DVN 25179M103 06/07/06 04/10/06 Annual 1.3 M Elect Director J. Todd Mitchell For For Devon Energy Corp. DVN 25179M103 06/07/06 04/10/06 Annual 1.4 M Elect Director Larry Nichols For For Devon Energy Corp. DVN 25179M103 06/07/06 04/10/06 Annual 2 M Ratify Auditors For For Devon Energy Corp. DVN 25179M103 06/07/06 04/10/06 Annual 3 M Amend Omnibus Stock Plan For For Countrywide Financial Corp. CFC 222372104 06/14/06 04/17/06 Annual 1.1 M Elect Director Kathleen Brown For For Countrywide Financial Elect Director Jeffrey M. Corp. CFC 222372104 06/14/06 04/17/06 Annual 1.2 M Cunningham For For Countrywide Financial Corp. CFC 222372104 06/14/06 04/17/06 Annual 1.3 M Elect Director Martin R. Melone For For Countrywide Financial Corp. CFC 222372104 06/14/06 04/17/06 Annual 1.4 M Elect Director Robert T. Parry For For Countrywide Financial Corp. CFC 222372104 06/14/06 04/17/06 Annual 2 M Approve Omnibus Stock Plan For For Countrywide Financial Corp. CFC 222372104 06/14/06 04/17/06 Annual 3 M Ratify Auditors For For Countrywide Financial Approve Report of the Corp. CFC 222372104 06/14/06 04/17/06 Annual 4 S Compensation Committee AgainstAgainst Monster Worldwide, Inc. MNST 611742107 06/07/06 04/25/06 Annual 1.1 M Elect Director Andrew J. McKelvey For For Monster Worldwide, Inc. MNST 611742107 06/07/06 04/25/06 Annual 1.2 M Elect Director George R. Eisele For For Monster Worldwide, Inc. MNST 611742107 06/07/06 04/25/06 Annual 1.3 M Elect Director John Gaulding For For Monster Worldwide, Inc. MNST 611742107 06/07/06 04/25/06 Annual 1.4 M Elect Director Michael Kaufman For For Monster Worldwide, Inc. MNST 611742107 06/07/06 04/25/06 Annual 1.5 M Elect Director Ronald J. Kramer For For Monster Worldwide, Inc. MNST 611742107 06/07/06 04/25/06 Annual 1.6 M Elect Director David A. Stein For For Monster Worldwide, Inc. MNST 611742107 06/07/06 04/25/06 Annual 1.7 M Elect Director John Swann For For Monster Worldwide, Inc. MNST 611742107 06/07/06 04/25/06 Annual 2 M Ratify Auditors For For Monster Worldwide, Inc. MNST 611742107 06/07/06 04/25/06 Annual 3 S Report on Board Diversity None Against Albertson 013104104 05/30/06 04/24/06 Special 1 M Approve Merger Agreement For For Amend Albertson 013104104 05/30/06 04/24/06 Special 2 M Articles/Bylaws/Charter-Non-Routine For For Albertson 013104104 05/30/06 04/24/06 Special 3 M Adjourn Meeting For For Nabors Industries, Ltd. NBR G6359F103 06/30/06 04/07/06 Annual 1.1 M Elect Director Eugene M. Isenberg For For Nabors Industries, Ltd. NBR G6359F103 06/30/06 04/07/06 Annual 2 M Ratify Auditors For For MANAGEMENT PROPOSAL: APPROVAL OF THE COMPANY S AMENDED AND Nabors Industries, Ltd. NBR G6359F103 06/30/06 04/07/06 Annual 3 M RESTATED 2003 EMPLOYEE STOCK PLAN. For Against The Kroger Co. KR 501044101 06/22/06 04/24/06 Annual 1.1 M Elect Director Reuben V. Anderson For For The Kroger Co. KR 501044101 06/22/06 04/24/06 Annual 1.2 M Elect Director Don W. McGeorge For For The Kroger Co. KR 501044101 06/22/06 04/24/06 Annual 1.3 M Elect Director W. Rodney McMullen For For The Kroger Co. KR 501044101 06/22/06 04/24/06 Annual 1.4 M Elect Director Clyde R. Moore For For The Kroger Co. KR 501044101 06/22/06 04/24/06 Annual 1.5 M Elect Director Steven R. Rogel For For The Kroger Co. KR 501044101 06/22/06 04/24/06 Annual 2 M Declassify the Board of Directors For For The Kroger Co. KR 501044101 06/22/06 04/24/06 Annual 3 M Eliminate Cumulative Voting For For Reduce Supermajority Vote The Kroger Co. KR 501044101 06/22/06 04/24/06 Annual 4 M Requirement For For Opt Out of State's Control Share The Kroger Co. KR 501044101 06/22/06 04/24/06 Annual 5 M Acquisition Law For For Require Advance Notice for The Kroger Co. KR 501044101 06/22/06 04/24/06 Annual 6 M Shareholder Proposals For Against The Kroger Co. KR 501044101 06/22/06 04/24/06 Annual 7 M Ratify Auditors For For The Kroger Co. KR 501044101 06/22/06 04/24/06 Annual 8 S Report on Animal Welfare Standards AgainstAgainst The Kroger Co. KR 501044101 06/22/06 04/24/06 Annual 9 S Prepare a Sustainability Report AgainstAgainst Nvidia Corporation NVDA 67066G104 06/22/06 04/24/06 Annual 1.1 M Elect Director Tench Coxe For For Nvidia Corporation NVDA 67066G104 06/22/06 04/24/06 Annual 1.2 M Elect Director Mark L. Perry For For Nvidia Corporation NVDA 67066G104 06/22/06 04/24/06 Annual 2 M Ratify Auditors For For Elect Director Bradbury H. Best Buy Co., Inc. BBY 086516101 06/21/06 04/24/06 Annual 1.1 M Anderson For For Elect Director Kathy J. Higgins Best Buy Co., Inc. BBY 086516101 06/21/06 04/24/06 Annual 1.2 M Victor For For Best Buy Co., Inc. BBY 086516101 06/21/06 04/24/06 Annual 1.3 M Elect Director Allen U. Lenzmeier For For Best Buy Co., Inc. BBY 086516101 06/21/06 04/24/06 Annual 1.4 M Elect Director Frank D. Trestman For For Best Buy Co., Inc. BBY 086516101 06/21/06 04/24/06 Annual 2 M Ratify Auditors For For Exelon Corp. EXC 30161N101 06/27/06 05/12/06 Annual 1.1 M Elect Director M.W. D'Alessio For For Exelon Corp. EXC 30161N101 06/27/06 05/12/06 Annual 1.2 M Elect Director R.B. Greco For For Exelon Corp. EXC 30161N101 06/27/06 05/12/06 Annual 1.3 M Elect Director J.M. Palms For For Exelon Corp. EXC 30161N101 06/27/06 05/12/06 Annual 1.4 M Elect Director J.W. Rogers For For Exelon Corp. EXC 30161N101 06/27/06 05/12/06 Annual 1.5 M Elect Director R.L. Thomas For For Exelon Corp. EXC 30161N101 06/27/06 05/12/06 Annual 2 M Ratify Auditors For For Submit Severance Agreement (Change in Control) to Exelon Corp. EXC 30161N101 06/27/06 05/12/06 Annual 3 S shareholder Vote AgainstFor Bed Bath & Beyond Inc. BBBY 075896100 06/29/06 05/02/06 Annual 1.1 M Elect Director Steven H. Temares For For Bed Bath & Beyond Inc. BBBY 075896100 06/29/06 05/02/06 Annual 1.2 M Elect Director Klaus Eppler For For Bed Bath & Beyond Inc. BBBY 075896100 06/29/06 05/02/06 Annual 1.3 M Elect Director Fran Stoller For For Bed Bath & Beyond Inc. BBBY 075896100 06/29/06 05/02/06 Annual 2 M Ratify Auditors For For Bed Bath & Beyond Inc. BBBY 075896100 06/29/06 05/02/06 Annual 3 S Board Diversity AgainstAgainst Bed Bath & Beyond Inc. BBBY 075896100 06/29/06 05/02/06 Annual 4 S Adopt ILO-Based Code of Conduct AgainstAgainst Bed Bath & Beyond Inc. BBBY 075896100 06/29/06 05/02/06 Annual 5 S Report on Energy Efficiency AgainstAgainst Bed Bath & Beyond Inc. BBBY 075896100 06/29/06 05/02/06 Annual 6 M Declassify the Board of Directors For For EXAMINATION AND APPROVAL OF THE INDIVIDUAL ANNUAL ACCOUNTS, OF THE CONSOLIDATED FINANCIAL STATEMENTS AND OF THE MANAGEMENT Telefonica S.A. REPORT OF BOTH TELEFONICA, S.A. (Formerly Telefonica AND ITS CONSOLIDATED GROUP OF De Espana, S.A.) 879382208 06/20/06 05/22/06 Annual 1 M COMPANIES.* For For Telefonica S.A. APPROVAL, IF DEEMED APPROPRIATE, (Formerly Telefonica OF THE MERGER PLAN OF TELEFONICA, De Espana, S.A.) 879382208 06/20/06 05/22/06 Annual 2 M S.A. AND TELEFONICA MOVILES, S.A.* For For Telefonica S.A. (Formerly Telefonica Elect Director Mr. C.C. De Espana, S.A.) 879382208 06/20/06 05/22/06 Annual 3.1 M Casellas*+ For For Telefonica S.A. (Formerly Telefonica Elect Director Mr. I. Faine De Espana, S.A.) 879382208 06/20/06 05/22/06 Annual 3.2 M Casas*+ For For Telefonica S.A. (Formerly Telefonica De Espana, S.A.) 879382208 06/20/06 05/22/06 Annual 3.3 M Elect Director Mr. A.F. Herrero*+ For For Telefonica S.A. (Formerly Telefonica Elect Director Mr. Luis Lada De Espana, S.A.) 879382208 06/20/06 05/22/06 Annual 3.4 M Diaz*+ For For Telefonica S.A. (Formerly Telefonica De Espana, S.A.) 879382208 06/20/06 05/22/06 Annual 3.5 M Elect Director Mr. A.M. Lavilla*+ For For Telefonica S.A. (Formerly Telefonica Elect Director Mr. David De Espana, S.A.) 879382208 06/20/06 05/22/06 Annual 3.6 M Arculus*# For For Telefonica S.A. (Formerly Telefonica Elect Director Mr. Peter De Espana, S.A.) 879382208 06/20/06 05/22/06 Annual 3.7 M Erskine*# For For Telefonica S.A. (Formerly Telefonica Elect Director Mr. J. Linares De Espana, S.A.) 879382208 06/20/06 05/22/06 Annual 3.8 M Lopez*# For For Telefonica S.A. (Formerly Telefonica Elect Director Mr. V.M. Nafria De Espana, S.A.) 879382208 06/20/06 05/22/06 Annual 3.9 M Aznar*# For For APPROVAL, IF APPROPRIATE, OF A LONG-TERM INCENTIVE PLAN CONSISTING OF THE DELIVERY OF Telefonica S.A. SHARES OF AND WHICH IS LINKED TO (Formerly Telefonica CHANGES IN THE LISTING PRICE OF De Espana, S.A.) 879382208 06/20/06 05/22/06 Annual 4 M SHARES OF TELEFONICA, S.A.* For For AUTHORIZATION TO ACQUIRE THE Telefonica S.A. COMPANY S OWN SHARES, DIRECTLY OR (Formerly Telefonica THROUGH COMPANIES WITHIN THE De Espana, S.A.) 879382208 06/20/06 05/22/06 Annual 5 M GROUP.* For For AUTHORIZATION TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL UNDER THE TERMS AND CONDITIONS OF SECTION 153.1.B) OF THE BUSINESS CORPORATIONS LAW, WITH A DELEGATION OF THE POWER TO Telefonica S.A. EXCLUDE PREEMPTIVE RIGHTS (Formerly Telefonica PURSUANT, IN THIS LATTER CASE, TO De Espana, S.A.) 879382208 06/20/06 05/22/06 Annual 6 M THE P For For DELEGATION OF POWERS TO FORMALIZE, INTERPRET, REMEDY AND Telefonica S.A. CARRY OUT THE RESOLUTIONS ADOPTED (Formerly Telefonica BY THE SHAREHOLDERS AT THE De Espana, S.A.) 879382208 06/20/06 05/22/06 Annual 7 M MEETING.* For For TO APPROVE THE ANNUAL REPORT OF OAO LUKOIL FOR 2005, AND THE DISTRIBUTION OF PROFITS: THE NET PROFIT FOR DISTRIBUTION FOR 2005 WAS EQUAL TO 66,326,909,000 ROUBLES. TO DISTRIBUTE 28,068,587,000 ROUBLES TO THE PAYMENT OF DIVIDEND FOR 2005. THE Lukoil Oao 677862104 06/28/06 05/11/06 Annual 1 M REST OF TH None For ELECTION OF THE BOARD OF DIRECTORS - (Cumulative Voting Applies to Directors. Please request a form from your ISS representative in order to vote Lukoil Oao 677862104 06/28/06 05/11/06 Annual 2 M for directors) None Abstain Elect Vagit Yusufovich Alekperov Lukoil Oao 677862104 06/28/06 05/11/06 Annual 3 M as President of OAO Lukoil None For TO ELECT THE AUDIT COMMISSION FROM THE LIST OF CANDIDATES APPROVED BY THE BOARD OF DIRECTORS OF OAO LUKOIL ON 4 FEBRUARY 2006: KONDRATIEV, PAVEL Lukoil Oao 677862104 06/28/06 05/11/06 Annual 4 M GENNADIEVICH None For TO ELECT THE AUDIT COMMISSION FROM THE LIST OF CANDIDATES APPROVED BY THE BOARD OF DIRECTORS OF OAO LUKOIL ON 4 FEBRUARY 2006: NIKITENKO, Lukoil Oao 677862104 06/28/06 05/11/06 Annual 5 M VLADIMIR NIKOLAEVICH None For TO ELECT THE AUDIT COMMISSION FROM THE LIST OF CANDIDATES APPROVED BY THE BOARD OF DIRECTORS OF OAO LUKOIL ON 4 FEBRUARY 2006: SKLYAROVA, TATYANA Lukoil Oao 677862104 06/28/06 05/11/06 Annual 6 M SERGEEVNA None For TO RECOGNIZE AS ADVISABLE THE RETENTION OF THE AMOUNTS OF REMUNERATION OF MEMBERS OF THE BOARD OF DIRECTORS AND THE AUDIT COMMISSION OF OAO LUKOIL ESTABLISHED BY DECISION OF THE ANNUAL GENERAL SHAREHOLDERS MEETING OF OAO LUKOIL OF 24 Lukoil Oao 677862104 06/28/06 05/11/06 Annual 7 M JUNE 2004 None For TO APPROVE THE COMPANY S INDEPENDENT AUDITOR CLOSED JOINT Lukoil Oao 677862104 06/28/06 05/11/06 Annual 8 M STOCK COMPANY KPMG. None For TO APPROVE AMENDMENTS AND ADDENDA TO THE CHARTER OF OPEN JOINT STOCK COMPANY OIL COMPANY Lukoil Oao 677862104 06/28/06 05/11/06 Annual 9 M LUKOIL , PURSUANT TO APPENDIX 1. None For TO APPROVE AN ADDENDUM TO THE REGULATIONS ON THE BOARD OF DIRECTORS OF OAO LUKOIL , Lukoil Oao 677862104 06/28/06 05/11/06 Annual 10 M PURSUANT TO APPENDIX 2. None For TO APPROVE AMENDMENTS AND ADDENDA TO THE REGULATIONS ON THE AUDIT COMMISSION OF OAO LUKOIL , Lukoil Oao 677862104 06/28/06 05/11/06 Annual 11 M PURSUANT TO APPENDIX 3. None For TO APPROVE OIL SUPPLY CONTRACT BETWEEN OAO LUKOIL AND OOO Lukoil Oao 677862104 06/28/06 05/11/06 Annual 12 M LUKOIL VOLGOGRADNEFTEPERERABOTKA. None For TO APPROVE SUPPLY CONTACT BETWEEN OAO LUKOIL AND OOO LUKOIL Lukoil Oao 677862104 06/28/06 05/11/06 Annual 13 M VOLGOGRADNEFTEPERERABOTKA. None For TO APPROVE SUPPLEMENTAL AGREEMENT TO SHAREHOLDER LOAN AGREEMENT NO. 0510225 OF 29 MARCH 2005 BETWEEN OAO LUKOIL AND OOO Lukoil Oao 677862104 06/28/06 05/11/06 Annual 14 M NARYANMARNEFTEGAZ. None For TO APPROVE SUPPLEMENTAL AGREEMENT TO SHAREHOLDER LOAN AGREEMENT NO. 0610114 OF 3 MARCH 2005 BETWEEN OAO LUKOIL AND OOO Lukoil Oao 677862104 06/28/06 05/11/06 Annual 15 M NARYANMARNEFTEGAZ. None For TO APPROVE LOAN AGREEMENT BETWEEN OAO LUKOIL AND OOO Lukoil Oao 677862104 06/28/06 05/11/06 Annual 16 M NARYANMARNEFTEGAZ. None For TO APPROVE LOAN AGREEMENT BETWEEN OAO LUKOIL AND OOO Lukoil Oao 677862104 06/28/06 05/11/06 Annual 17 M NARYANMARNEFTEGAZ. None For TO APPROVE POLICY (CONTRACT) ON INSURING THE LIABILITY OF DIRECTORS, OFFICERS AND CORPORATIONS BETWEEN OAO LUKOIL Lukoil Oao 677862104 06/28/06 05/11/06 Annual 18 M AND OAO KAPITAL STRAKHOVANIE. None For Vimpel Communications TO APPROVE THE 2005 VIMPELCOM OJSC 68370R109 06/23/06 05/05/06 Proxy Cont1 M ANNUAL REPORT For For Vimpel Communications TO APPROVE THE 2005 VIMPELCOM OJSC 68370R109 06/23/06 05/05/06 Proxy Cont1 M ANNUAL REPORT For For Vimpel Communications TO APPROVE THE 2005 VIMPELCOM OJSC 68370R109 06/23/06 05/05/06 Proxy Cont1 M ANNUAL REPORT For For TO APPROVE VIMPELCOM S 2005 ACCOUNTING STATEMENTS, INCLUDING PROFIT AND LOSS STATEMENT (PREPARED IN ACCORDANCE WITH RUSSIAN STATUTORY ACCOUNTING Vimpel Communications PRINCIPLES) AUDITED BY OJSC 68370R109 06/23/06 05/05/06 Proxy Cont2 M ROSEXPERTIZA, LLC For For TO APPROVE VIMPELCOM S 2005 ACCOUNTING STATEMENTS, INCLUDING PROFIT AND LOSS STATEMENT (PREPARED IN ACCORDANCE WITH RUSSIAN STATUTORY ACCOUNTING Vimpel Communications PRINCIPLES) AUDITED BY OJSC 68370R109 06/23/06 05/05/06 Proxy Cont2 M ROSEXPERTIZA, LLC For For TO APPROVE VIMPELCOM S 2005 ACCOUNTING STATEMENTS, INCLUDING PROFIT AND LOSS STATEMENT (PREPARED IN ACCORDANCE WITH RUSSIAN STATUTORY ACCOUNTING Vimpel Communications PRINCIPLES) AUDITED BY OJSC 68370R109 06/23/06 05/05/06 Proxy Cont2 M ROSEXPERTIZA, LLC For For TO NOT PAY ANNUAL DIVIDENDS TO HOLDERS OF COMMON REGISTERED SHARES BASED ON 2005 RESULTS; TO PAY HOLDERS OF PREFERRED REGISTERED SHARES OF TYPE A BASED ON 2005 RESULTS IN THE AMOUNT OF Vimpel Communications 0.1 KOPECK PER SHARE WITHIN 60 OJSC 68370R109 06/23/06 05/05/06 Proxy Cont3 M DAYS FROM THE DATE For For TO NOT PAY ANNUAL DIVIDENDS TO HOLDERS OF COMMON REGISTERED SHARES BASED ON 2005 RESULTS; TO PAY HOLDERS OF PREFERRED REGISTERED SHARES OF TYPE A BASED ON 2005 RESULTS IN THE AMOUNT OF Vimpel Communications 0.1 KOPECK PER SHARE WITHIN 60 OJSC 68370R109 06/23/06 05/05/06 Proxy Cont3 M DAYS FROM THE DATE For For TO NOT PAY ANNUAL DIVIDENDS TO HOLDERS OF COMMON REGISTERED SHARES BASED ON 2005 RESULTS; TO PAY HOLDERS OF PREFERRED REGISTERED SHARES OF TYPE A BASED ON 2005 RESULTS IN THE AMOUNT OF Vimpel Communications 0.1 KOPECK PER SHARE WITHIN 60 OJSC 68370R109 06/23/06 05/05/06 Proxy Cont3 M DAYS FROM THE DATE For For ELECTION OF THE BOARD OF DIRECTORS - (Cumulative Voting Applies to Directors - You have to fill out the card to Vote For Vimpel Communications Directors on the Management OJSC 68370R109 06/23/06 05/05/06 Proxy Cont4 M Slate). None None ELECTION OF THE BOARD OF DIRECTORS - (Cumulative Voting Applies to Directors - You have to fill out the card to Vote For Vimpel Communications Directors on the Management OJSC 68370R109 06/23/06 05/05/06 Proxy Cont4 M Slate). None None ELECTION OF THE BOARD OF DIRECTORS - (Cumulative Voting Applies to Directors - You have to fill out the card to Vote For Vimpel Communications Directors on the Management OJSC 68370R109 06/23/06 05/05/06 Proxy Cont4 M Slate). None None TO ELECT THE FOLLOWING INDIVIDUALS TO THE AUDIT Vimpel Communications COMMISSION: ALEXANDER GERSH, OJSC 68370R109 06/23/06 05/05/06 Proxy Cont5 M HALVOR BRU AND NIGEL ROBINSON For For TO ELECT THE FOLLOWING INDIVIDUALS TO THE AUDIT Vimpel Communications COMMISSION: ALEXANDER GERSH, OJSC 68370R109 06/23/06 05/05/06 Proxy Cont5 M HALVOR BRU AND NIGEL ROBINSON For For TO ELECT THE FOLLOWING INDIVIDUALS TO THE AUDIT Vimpel Communications COMMISSION: ALEXANDER GERSH, OJSC 68370R109 06/23/06 05/05/06 Proxy Cont5 M HALVOR BRU AND NIGEL ROBINSON For For TO APPROVE THE FIRM ERNST & YOUNG (CIS) LTD. AS THE AUDITOR OF THE COMPANY S U.S. GAAP ACCOUNTS AND Vimpel Communications THE FIRM ROSEXPERTIZA, LLC AS THE OJSC 68370R109 06/23/06 05/05/06 Proxy Cont6 M AUDITOR OF THE COMPANY S ACCOUNTS For For TO APPROVE THE FIRM ERNST & YOUNG (CIS) LTD. AS THE AUDITOR OF THE COMPANY S U.S. GAAP ACCOUNTS AND Vimpel Communications THE FIRM ROSEXPERTIZA, LLC AS THE OJSC 68370R109 06/23/06 05/05/06 Proxy Cont6 M AUDITOR OF THE COMPANY S ACCOUNTS For For TO APPROVE THE FIRM ERNST & YOUNG (CIS) LTD. AS THE AUDITOR OF THE COMPANY S U.S. GAAP ACCOUNTS AND Vimpel Communications THE FIRM ROSEXPERTIZA, LLC AS THE OJSC 68370R109 06/23/06 05/05/06 Proxy Cont6 M AUDITOR OF THE COMPANY S ACCOUNTS For For TO APPROVE THE PROGRAMS OF Vimpel Communications COMPENSATION FOR MEMBERS OF OJSC 68370R109 06/23/06 05/05/06 Proxy Cont7 M VIMPELCOM S BOARD OF DIRECTORS For For TO APPROVE THE PROGRAMS OF Vimpel Communications COMPENSATION FOR MEMBERS OF OJSC 68370R109 06/23/06 05/05/06 Proxy Cont7 M VIMPELCOM S BOARD OF DIRECTORS For For TO APPROVE THE PROGRAMS OF Vimpel Communications COMPENSATION FOR MEMBERS OF OJSC 68370R109 06/23/06 05/05/06 Proxy Cont7 M VIMPELCOM S BOARD OF DIRECTORS For For TO APPROVE THE PROGRAMS OF Vimpel Communications COMPENSATION FOR MEMBERS OF OJSC 68370R109 06/23/06 05/05/06 Proxy Cont8 M VIMPELCOM S AUDIT COMMISSION For For TO APPROVE THE PROGRAMS OF Vimpel Communications COMPENSATION FOR MEMBERS OF OJSC 68370R109 06/23/06 05/05/06 Proxy Cont8 M VIMPELCOM S AUDIT COMMISSION For For TO APPROVE THE PROGRAMS OF Vimpel Communications COMPENSATION FOR MEMBERS OF OJSC 68370R109 06/23/06 05/05/06 Proxy Cont8 M VIMPELCOM S AUDIT COMMISSION For For Vimpel Communications APPROVAL OF THE 2005 VIMPELCOM Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont1 M ANNUAL REPORT For Vote Vimpel Communications APPROVAL OF THE 2005 VIMPELCOM Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont1 M ANNUAL REPORT For Vote Vimpel Communications APPROVAL OF THE 2005 VIMPELCOM Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont1 M ANNUAL REPORT For Vote Vimpel Communications APPROVAL OF THE 2005 VIMPELCOM S Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont2 M ACCOUNTING STATEMENTS For Vote Vimpel Communications APPROVAL OF THE 2005 VIMPELCOM S Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont2 M ACCOUNTING STATEMENTS For Vote Vimpel Communications APPROVAL OF THE 2005 VIMPELCOM S Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont2 M ACCOUNTING STATEMENTS For Vote Vimpel Communications ALLOCATION OF PROFITS AND LOSSES Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont3 M RESULTING FROM 2005 For Vote Vimpel Communications ALLOCATION OF PROFITS AND LOSSES Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont3 M RESULTING FROM 2005 For Vote Vimpel Communications ALLOCATION OF PROFITS AND LOSSES Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont3 M RESULTING FROM 2005 For Vote Vimpel Communications OJSC 68370R109 06/23/06 05/05/06 Proxy Cont4.1 M DIRECTOR MICHAEL LEIBOV For For Vimpel Communications OJSC 68370R109 06/23/06 05/05/06 Proxy Cont4.1 M DIRECTOR MICHAEL LEIBOV For For Vimpel Communications OJSC 68370R109 06/23/06 05/05/06 Proxy Cont4.1 M DIRECTOR MICHAEL LEIBOV For For Vimpel Communications OJSC 68370R109 06/23/06 05/05/06 Proxy Cont4.2 M DIRECTOR LEONID R. NOVOSELSKY For For Vimpel Communications OJSC 68370R109 06/23/06 05/05/06 Proxy Cont4.2 M DIRECTOR LEONID R. NOVOSELSKY For For Vimpel Communications OJSC 68370R109 06/23/06 05/05/06 Proxy Cont4.2 M DIRECTOR LEONID R. NOVOSELSKY For For Vimpel Communications OJSC 68370R109 06/23/06 05/05/06 Proxy Cont4.3 M DIRECTOR DAVID J. HAINES For For Vimpel Communications OJSC 68370R109 06/23/06 05/05/06 Proxy Cont4.3 M DIRECTOR DAVID J. HAINES For For Vimpel Communications OJSC 68370R109 06/23/06 05/05/06 Proxy Cont4.3 M DIRECTOR DAVID J. HAINES For For Vimpel Communications Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont4.4 M DIRECTOR MIKHAIL M. FRIDMAN For Vote Vimpel Communications Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont4.4 M DIRECTOR MIKHAIL M. FRIDMAN For Vote Vimpel Communications Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont4.4 M DIRECTOR MIKHAIL M. FRIDMAN For Vote Vimpel Communications Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont4.5 M DIRECTOR ALEXEI M. REZNIKOVICH For Vote Vimpel Communications Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont4.5 M DIRECTOR ALEXEI M. REZNIKOVICH For Vote Vimpel Communications Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont4.5 M DIRECTOR ALEXEI M. REZNIKOVICH For Vote Vimpel Communications Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont4.6 M DIRECTOR OLEG A. MALIS For Vote Vimpel Communications Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont4.6 M DIRECTOR OLEG A. MALIS For Vote Vimpel Communications Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont4.6 M DIRECTOR OLEG A. MALIS For Vote Vimpel Communications Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont5 M ELECTION OF THE AUDIT COMMISSION For Vote Vimpel Communications Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont5 M ELECTION OF THE AUDIT COMMISSION For Vote Vimpel Communications Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont5 M ELECTION OF THE AUDIT COMMISSION For Vote Vimpel Communications Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont6 M APPROVAL OF EXTERNAL AUDITORS For Vote Vimpel Communications Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont6 M APPROVAL OF EXTERNAL AUDITORS For Vote Vimpel Communications Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont6 M APPROVAL OF EXTERNAL AUDITORS For Vote Vimpel Communications APPROVAL OF COMPENSATION TO THE Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont7 M MEMBERS OF THE BOARD OF DIRECTORS For Vote Vimpel Communications APPROVAL OF COMPENSATION TO THE Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont7 M MEMBERS OF THE BOARD OF DIRECTORS For Vote Vimpel Communications APPROVAL OF COMPENSATION TO THE Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont7 M MEMBERS OF THE BOARD OF DIRECTORS For Vote Vimpel Communications APPROVAL OF COMPENSATION TO THE Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont8 M MEMBERS OF THE AUDIT COMMISSION For Vote Vimpel Communications APPROVAL OF COMPENSATION TO THE Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont8 M MEMBERS OF THE AUDIT COMMISSION For Vote Vimpel Communications APPROVAL OF COMPENSATION TO THE Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont8 M MEMBERS OF THE AUDIT COMMISSION For Vote Vimpel Communications APPROVAL OF THE 2005 VIMPELCOM Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont1 M ANNUAL REPORT For Vote Vimpel Communications APPROVAL OF THE 2005 VIMPELCOM Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont1 M ANNUAL REPORT For Vote Vimpel Communications APPROVAL OF THE 2005 VIMPELCOM Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont1 M ANNUAL REPORT For Vote APPROVAL OF VIMPELCOM S ACCOUNTING STATEMENTS, INCLUDING THE PROFIT AND LOSS STATEMENT FOR 2005 (PREPARED IN ACCORDANCE WITH Vimpel Communications RUSSIAN STATUTORY ACCOUNTING Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont2 M PRINCIPLES) For Vote APPROVAL OF VIMPELCOM S ACCOUNTING STATEMENTS, INCLUDING THE PROFIT AND LOSS STATEMENT FOR 2005 (PREPARED IN ACCORDANCE WITH Vimpel Communications RUSSIAN STATUTORY ACCOUNTING Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont2 M PRINCIPLES) For Vote APPROVAL OF VIMPELCOM S ACCOUNTING STATEMENTS, INCLUDING THE PROFIT AND LOSS STATEMENT FOR 2005 (PREPARED IN ACCORDANCE WITH Vimpel Communications RUSSIAN STATUTORY ACCOUNTING Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont2 M PRINCIPLES) For Vote ALLOCATION OF PROFITS AND LOSSES RESULTING FROM 2005 OPERATIONS, INCLUDING NON-PAYMENT OF DIVIDENDS TO HOLDERS OF COMMON REGISTERED SHARES AND PAYMENT OF DIVIDENDS FOR HOLDERS OF Vimpel Communications PREFERRED REGISTERED SHARES OF Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont3 M TYPE A For Vote ALLOCATION OF PROFITS AND LOSSES RESULTING FROM 2005 OPERATIONS, INCLUDING NON-PAYMENT OF DIVIDENDS TO HOLDERS OF COMMON REGISTERED SHARES AND PAYMENT OF DIVIDENDS FOR HOLDERS OF Vimpel Communications PREFERRED REGISTERED SHARES OF Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont3 M TYPE A For Vote ALLOCATION OF PROFITS AND LOSSES RESULTING FROM 2005 OPERATIONS, INCLUDING NON-PAYMENT OF DIVIDENDS TO HOLDERS OF COMMON REGISTERED SHARES AND PAYMENT OF DIVIDENDS FOR HOLDERS OF Vimpel Communications PREFERRED REGISTERED SHARES OF Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont3 M TYPE A For Vote Vimpel Communications Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont4.1 M DIRECTOR JO LUNDER For Vote Vimpel Communications Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont4.1 M DIRECTOR JO LUNDER For Vote Vimpel Communications Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont4.1 M DIRECTOR JO LUNDER For Vote Vimpel Communications OJSC 68370R109 06/23/06 05/05/06 Proxy Cont4.2 M DIRECTOR LARRY ZIELKE For For Vimpel Communications OJSC 68370R109 06/23/06 05/05/06 Proxy Cont4.2 M DIRECTOR LARRY ZIELKE For For Vimpel Communications OJSC 68370R109 06/23/06 05/05/06 Proxy Cont4.2 M DIRECTOR LARRY ZIELKE For For Vimpel Communications Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont5 M ELECTION OF THE AUDIT COMMISION For Vote Vimpel Communications Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont5 M ELECTION OF THE AUDIT COMMISION For Vote Vimpel Communications Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont5 M ELECTION OF THE AUDIT COMMISION For Vote Vimpel Communications Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont6 M APPROVAL OF EXTERNAL AUDITORS For Vote Vimpel Communications Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont6 M APPROVAL OF EXTERNAL AUDITORS For Vote Vimpel Communications Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont6 M APPROVAL OF EXTERNAL AUDITORS For Vote Vimpel Communications APPROVAL OF COMPENSATION TO THE Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont7 M MEMBERS OF THE BOARD OF DIRECTORS For Vote Vimpel Communications APPROVAL OF COMPENSATION TO THE Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont7 M MEMBERS OF THE BOARD OF DIRECTORS For Vote Vimpel Communications APPROVAL OF COMPENSATION TO THE Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont7 M MEMBERS OF THE BOARD OF DIRECTORS For Vote Vimpel Communications APPROVAL OF COMPENSATION TO THE Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont8 M MEMBERS OF THE AUDIT COMMISSION For Vote Vimpel Communications APPROVAL OF COMPENSATION TO THE Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont8 M MEMBERS OF THE AUDIT COMMISSION For Vote Vimpel Communications APPROVAL OF COMPENSATION TO THE Do Not OJSC 68370R109 06/23/06 05/05/06 Proxy Cont8 M MEMBERS OF THE AUDIT COMMISSION For Vote Allianz AG (formerly Receive Financial Statements and Allianz Holding AG) D03080112 05/03/06 Annual 1 M Statutory Reports for Fiscal 2005 None None Allianz AG (formerly Approve Allocation of Income and Allianz Holding AG) D03080112 05/03/06 Annual 2 M Dividends of EUR 2.00 per Share For For Allianz AG (formerly Approve Discharge of Management Allianz Holding AG) D03080112 05/03/06 Annual 3 M Board for Fiscal 2005 For For Allianz AG (formerly Approve Discharge of Supervisory Allianz Holding AG) D03080112 05/03/06 Annual 4 M Board for Fiscal 2005 For For Approve Affiliation Agreement Allianz AG (formerly with Subsidiary Allianz Allianz Holding AG) D03080112 05/03/06 Annual 5 M Alternative Assets Holding GmbH For For Diageo Plc (Formerly Accept Financial Statements and Guinness Plc) G42089113 10/18/05 Annual 1 M Statutory Reports For For Diageo Plc (Formerly Guinness Plc) G42089113 10/18/05 Annual 2 M Approve Remuneration Report For For Diageo Plc (Formerly Approve Final Dividend of 18.2 Guinness Plc) G42089113 10/18/05 Annual 3 M Pence Per Share For For Diageo Plc (Formerly Re-elect Lord Blyth of Rowington Guinness Plc) G42089113 10/18/05 Annual 4 M as Director For For Diageo Plc (Formerly Guinness Plc) G42089113 10/18/05 Annual 5 M Re-elect Maria Lilja as Director For For Diageo Plc (Formerly Re-elect William Shanahan as Guinness Plc) G42089113 10/18/05 Annual 6 M Director For For Diageo Plc (Formerly Guinness Plc) G42089113 10/18/05 Annual 7 M Elect Franz Humer as Director For For Reappoint KPMG Audit Plc as Diageo Plc (Formerly Auditors and Authorise the Board Guinness Plc) G42089113 10/18/05 Annual 8 M to Determine Their Remuneration For Against Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Diageo Plc (Formerly Aggregate Nominal Amount of GBP Guinness Plc) G42089113 10/18/05 Annual 9 M 291,272,000 For For Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Diageo Plc (Formerly Aggregate Nominal Amount of GBP Guinness Plc) G42089113 10/18/05 Annual 10 M 44,132,121 For For Diageo Plc (Formerly Authorise 305,041,222 Ordinary Guinness Plc) G42089113 10/18/05 Annual 11 M Shares for Market Purchase For For Authorise the Company to Make EU Political Organisation Donations up to GBP 200,000 and Incur EU Diageo Plc (Formerly Political Expenditure up to GBP Guinness Plc) G42089113 10/18/05 Annual 12 M 200,000 For For Diageo Plc (Formerly Guinness Plc) G42089113 10/18/05 Annual 13 M Adopt New Articles of Association For For Muenchener Rueckversicherungs-Gesell Receive Financial Statements and AG schaftD55535104 04/19/06 Annual 1 M Statutory Reports None None Muenchener Rueckversicherungs-Gesell Approve Allocation of Income and AG schaftD55535104 04/19/06 Annual 2 M Dividends of EUR 3.10 per Share For For Muenchener Rueckversicherungs-Gesell Approve Discharge of Management AG schaftD55535104 04/19/06 Annual 3 M Board for Fiscal 2006 For For Muenchener Rueckversicherungs-Gesell Approve Discharge of Supervisory AG schaftD55535104 04/19/06 Annual 4 M Board for Fiscal 2006 For For Muenchener Authorize Share Repurchase Rueckversicherungs-Gesell Program and Reissuance of AG schaftD55535104 04/19/06 Annual 5 M Repurchased Shares For For Approve Employee Stock Purchase Muenchener l Plan; Approve Creation of EUR 5 Rueckversicherungs-Gesel Million Pool of Capital for AG schaftD55535104 04/19/06 Annual 6 M Employee Stock Purchase Plan For For Amend Articles Re: Conducting of l Shareholder Meetings due to New German Legislation (Law on Muenchener Company Integrity and Rueckversicherungs-Gesel Modernization of the Right of AG schaftD55535104 04/19/06 Annual 7 M Avoidance) For For Receive Financial Statements and Deutsche Bank AG D18190898 06/01/06 Annual 1 M Statutory Reports for Fiscal 2005 None None Approve Allocation of Income and Deutsche Bank AG D18190898 06/01/06 Annual 2 M Dividends of EUR 2.50 per Share For For Approve Discharge of Management Deutsche Bank AG D18190898 06/01/06 Annual 3 M Board for Fiscal 2005 For For Approve Discharge of Supervisory Deutsche Bank AG D18190898 06/01/06 Annual 4 M Board for Fiscal 2005 For For Ratify KPMG Deutsche Treuhand-Gesellschaft AG as Deutsche Bank AG D18190898 06/01/06 Annual 5 M Auditors for Fiscal 2006 For For Authorize Repurchase of Up to Five Percent of Issued Share Deutsche Bank AG D18190898 06/01/06 Annual 6 M Capital for Trading Purposes For For Authorize Share Repurchase Program and Reissuance of Deutsche Bank AG D18190898 06/01/06 Annual 7 M Repurchased Shares For For Elect Clemens Boersig to the Supervisory Board; Elect Dieter Berg as Alternate Supervisory Deutsche Bank AG D18190898 06/01/06 Annual 8.1 M Board Member For For Elect Maurice Levy to the Supervisory Board; Elect Lutz Wittig as Alternate Supervisory Deutsche Bank AG D18190898 06/01/06 Annual 8.2 M Board Member For For Approve Creation of EUR 128 Million Pool of Capital without Deutsche Bank AG D18190898 06/01/06 Annual 9 M Preemptive Rights For For Amend Articles Re: Calling of and Conducting of Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of Deutsche Bank AG D18190898 06/01/06 Annual 10 M the Right of Avoidance) For For Amend Articles Re: Editorial Changes to Registration of Shares; Supervisory Board Responsibilites and Structure; Deutsche Bank AG D18190898 06/01/06 Annual 11 M Conducting of Shareholder Meetings For For Accept Financial Statements and Wolseley PLC G97278108 11/17/05 Annual 1 M Statutory Reports For For Wolseley PLC G97278108 11/17/05 Annual 2 M Approve Remuneration Report For For Approve Final Dividend of 17.6 Wolseley PLC G97278108 11/17/05 Annual 3 M Pence Per Ordinary Share For For Wolseley PLC G97278108 11/17/05 Annual 4 M Elect Robert Marchbank as Director For For Wolseley PLC G97278108 11/17/05 Annual 5 M Re-elect Robert Walker as Director For For Re-elect Stephen Webster as Wolseley PLC G97278108 11/17/05 Annual 6 M Director For For Wolseley PLC G97278108 11/17/05 Annual 7 M Re-elect John Whybrow as Director For For Reappoint PricewaterhouseCoopers Wolseley PLC G97278108 11/17/05 Annual 8 M LLP as Auditors of the Company For For Authorise Board to Fix Wolseley PLC G97278108 11/17/05 Annual 9 M Remuneration of the Auditors For For Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP Wolseley PLC G97278108 11/17/05 Annual 10 M 50,000,000 For For Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP Wolseley PLC G97278108 11/17/05 Annual 11 M 7,401,875 For For Authorise 59,215,005 Ordinary Wolseley PLC G97278108 11/17/05 Annual 12 M Shares for Market Purchase For For Authorise the Company to Make EU Political Organisation Donations and Incur EU Political Wolseley PLC G97278108 11/17/05 Annual 13 M Expenditure up to GBP 125,000 For For Receive Supervisory Board Report, Corporate Governance Report, and Siemens AG D69671218 01/26/06 Annual 1 M Compensation Report None None Receive Financial Statements and Siemens AG D69671218 01/26/06 Annual 2 M Statutory Reports None None Approve Allocation of Income and Siemens AG D69671218 01/26/06 Annual 3 M Dividends of EUR 1.35 per Share For For Approve Discharge of Management Siemens AG D69671218 01/26/06 Annual 4 M Board for Fiscal 2004/2005 For For Approve Discharge of Supervisory Siemens AG D69671218 01/26/06 Annual 5 M Board for Fiscal 2004/2005 For For Ratify KPMG Deutsche Treuhand-Gesellschaft AG as Siemens AG D69671218 01/26/06 Annual 6 M Auditors for Fiscal 2005/2006 For For Authorize Share Repurchase Program and Reissuance or Siemens AG D69671218 01/26/06 Annual 7 M Cancellation of Repurchased Shares For For Approve Creation of EUR 75 Million Pool of Capital to Guarantee Conversion Rights under Siemens AG D69671218 01/26/06 Annual 8 M Stock Option Plans For For Amend Articles Re: Calling of, Registration for, and Conducting of Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Siemens AG D69671218 01/26/06 Annual 9 M Avoidance) For For BT GROUP PLC (formerly British Accept Financial Statements and Telecommunications Plc) G16612106 07/13/05 Annual 1 M Statutory Reports For For BT GROUP PLC (formerly British Telecommunications Plc) G16612106 07/13/05 Annual 2 M Approve Remuneration Report For For BT GROUP PLC (formerly British Approve Final Dividend of 6.5 Telecommunications Plc) G16612106 07/13/05 Annual 3 M Pence Per Ordinary Share For For BT GROUP PLC (formerly British Telecommunications Plc) G16612106 07/13/05 Annual 4 M Re-elect Ben Verwaayen as Director For For BT GROUP PLC (formerly British Telecommunications Plc) G16612106 07/13/05 Annual 5 M Re-elect Paul Reynolds as Director For For BT GROUP PLC (formerly British Telecommunications Plc) G16612106 07/13/05 Annual 6 M Re-elect Carl Symon as Director For For BT GROUP PLC (formerly British Re-elect Baroness Margaret Jay of Telecommunications Plc) G16612106 07/13/05 Annual 7 M Paddington as Director For For BT GROUP PLC (formerly British Telecommunications Plc) G16612106 07/13/05 Annual 8 M Elect Hanif Lalani as Director For For BT GROUP PLC (formerly British Reappoint PricewaterhouseCoopers Telecommunications Plc) G16612106 07/13/05 Annual 9 M LLP as Auditors of the Company For For BT GROUP PLC (formerly British Authorise Board to Fix Telecommunications Plc) G16612106 07/13/05 Annual 10 M Remuneration of the Auditors For For Authorise Issue of Equity or Equity-Linked Securities with BT GROUP PLC (formerly Pre-emptive Rights up to British Aggregate Nominal Amount of GBP Telecommunications Plc) G16612106 07/13/05 Annual 11 M 140,000,000 For For Authorise Issue of Equity or Equity-Linked Securities without BT GROUP PLC (formerly Pre-emptive Rights up to British Aggregate Nominal Amount of GBP Telecommunications Plc) G16612106 07/13/05 Annual 12 M 21,000,000 For For BT GROUP PLC (formerly British Authorise 850,000,000 Ordinary Telecommunications Plc) G16612106 07/13/05 Annual 13 M Shares for Market Purchase For For BT GROUP PLC (formerly Amend the BT Group Retention British Share Plan and the BT Group Telecommunications Plc) G16612106 07/13/05 Annual 14 M Deferred Bonus Plan For For Authorise British BT GROUP PLC (formerly Telecommunications plc to Make EU British Political Organisation Donations Telecommunications Plc) G16612106 07/13/05 Annual 15 M up to GBP 100,000 For For Receive Financial Statements and Statutory Reports; Accept Financial Statements and Henkel KGAA D32051126 04/10/06 03/20/06 Annual 1 M Statutory Reports For For Approve Allocation of Income and Dividends of EUR 1.30 per Common Share and EUR 1.36 per Preference Henkel KGAA D32051126 04/10/06 03/20/06 Annual 2 M Share For For Approve Discharge of Personally Henkel KGAA D32051126 04/10/06 03/20/06 Annual 3 M Liable Partners for Fiscal 2005 For For Approve Discharge of Supervisory Henkel KGAA D32051126 04/10/06 03/20/06 Annual 4 M Board for Fiscal 2005 For For Approve Discharge of Shareholders' Committee for Henkel KGAA D32051126 04/10/06 03/20/06 Annual 5 M Fiscal 2005 For For Ratify KPMG Deutsche Treuhandgesellschaft AG as Henkel KGAA D32051126 04/10/06 03/20/06 Annual 6 M Auditors for Fiscal 2006 For For Elect Konstantin von Unger to the Henkel KGAA D32051126 04/10/06 03/20/06 Annual 7a M Supervisory Board For For Elect Thomas Manchot to the Henkel KGAA D32051126 04/10/06 03/20/06 Annual 7b M Supervisory Board For For Authorize Share Repurchase Program and Reissuance of Henkel KGAA D32051126 04/10/06 03/20/06 Annual 8 M Repurchased Shares For For Approve Creation of EUR 25.6 Million Pool of Capital with Henkel KGAA D32051126 04/10/06 03/20/06 Annual 9 M Preemptive Rights For For Amend Articles Re: Calling of, Registration for, and Conducting of Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Henkel KGAA D32051126 04/10/06 03/20/06 Annual 10 M Avoidance) For For Approve Affiliation Agreement with Subsidiary SHC Beauty Henkel KGAA D32051126 04/10/06 03/20/06 Annual 11 M Cosmetics GmbH For For Approve Affiliation Agreement with Subsidiary Henkel Henkel KGAA D32051126 04/10/06 03/20/06 Annual 12 M Loctite-KID GmbH For For Approve Affiliation Agreement Henkel KGAA D32051126 04/10/06 03/20/06 Annual 13 M with Subsidiary Elch GmbH For For Man Group Plc (formerly ED & F Man Accept Financial Statements and Group PLC) G5790V107 07/12/05 Annual 1 M Statutory Reports For For Man Group Plc (formerly ED & F Man Group PLC) G5790V107 07/12/05 Annual 2 M Approve Remuneration Report For For Man Group Plc (formerly ED & F Man Approve Final Dividend of USD Group PLC) G5790V107 07/12/05 Annual 3 M 0.42 Per Ordinary Share For For Man Group Plc (formerly ED & F Man Group PLC) G5790V107 07/12/05 Annual 4 M Re-elect Dugald Eadie as Director For For Man Group Plc (formerly ED & F Man Group PLC) G5790V107 07/12/05 Annual 5 M Re-elect Stanley Fink as Director For For Man Group Plc (formerly ED & F Man Group PLC) G5790V107 07/12/05 Annual 6 M Re-elect Glen Moreno as Director For For Man Group Plc (formerly ED & F Man Reappoint PricewaterhouseCoopers Group PLC) G5790V107 07/12/05 Annual 7 M LLP as Auditors of the Company For For Man Group Plc (formerly ED & F Man Authorise Board to Fix Group PLC) G5790V107 07/12/05 Annual 8 M Remuneration of the Auditors For For Authorise Issue of Equity or Equity-Linked Securities with Man Group Plc Pre-emptive Rights up to (formerly ED & F Man Aggregate Nominal Amount of USD Group PLC) G5790V107 07/12/05 Annual 9 M 18,421,099 For For Authorise Issue of Equity or Equity-Linked Securities without Man Group Plc Pre-emptive Rights up to (formerly ED & F Man Aggregate Nominal Amount of USD Group PLC) G5790V107 07/12/05 Annual 10 M 2,763,164.88 For For Man Group Plc (formerly ED & F Man Authorise 30,701,832 Ordinary Group PLC) G5790V107 07/12/05 Annual 11 M Shares for Market Purchase For For Land Securities Group Accept Financial Statements and plc G5375M118 07/12/05 Annual 1 M Statutory Reports For For Land Securities Group Approve Final Dividend of 32.85 plc G5375M118 07/12/05 Annual 2 M Pence Per Share For For Land Securities Group plc G5375M118 07/12/05 Annual 3 M Approve Remuneration Report For For Land Securities Group plc G5375M118 07/12/05 Annual 4 M Elect Alison Carnwath as Director For For Land Securities Group plc G5375M118 07/12/05 Annual 5 M Elect Mike Hussey as Director For For Land Securities Group plc G5375M118 07/12/05 Annual 6 M Elect Richard Akers as Director For For Land Securities Group plc G5375M118 07/12/05 Annual 7 M Re-elect Stuart Rose as Director For For Land Securities Group Re-elect Francis Salway as plc G5375M118 07/12/05 Annual 8 M Director For For Land Securities Group plc G5375M118 07/12/05 Annual 9 M Re-elect Mark Collins as Director For For Land Securities Group Reappoint PricewaterhouseCoopers plc G5375M118 07/12/05 Annual 10 M LLP as Auditors of the Company For For Land Securities Group Authorise Board to Fix plc G5375M118 07/12/05 Annual 11 M Remuneration of the Auditors For For Land Securities Group Authorise 46,791,526 Ordinary plc G5375M118 07/12/05 Annual 12 M Shares for Market Purchase For For Land Securities Group plc G5375M118 07/12/05 Annual 13 M Adopt New Articles of Association For For Land Securities Group Approve Land Securities 2005 Long plc G5375M118 07/12/05 Annual 14 M Term Incentive Plan For For Accept Financial Statements and Vodafone Group PLC G93882101 07/26/05 Annual 1 M Statutory Reports For For Re-elect Lord MacLaurin of Vodafone Group PLC G93882101 07/26/05 Annual 2 M Knebworth as Director For For Vodafone Group PLC G93882101 07/26/05 Annual 3 M Re-elect Paul Hazen as Director For For Vodafone Group PLC G93882101 07/26/05 Annual 4 M Re-elect Arun Sarin as Director For For Re-elect Sir Julian Horn-Smith as Vodafone Group PLC G93882101 07/26/05 Annual 5 M Director For For Vodafone Group PLC G93882101 07/26/05 Annual 6 M Re-elect Peter Bamford as Director For For Re-elect Thomas Geitner as Vodafone Group PLC G93882101 07/26/05 Annual 7 M Director For For Re-elect Michael Boskin as Vodafone Group PLC G93882101 07/26/05 Annual 8 M Director For For Vodafone Group PLC G93882101 07/26/05 Annual 9 M Re-elect Lord Broers as Director For For Vodafone Group PLC G93882101 07/26/05 Annual 10 M Re-elect John Buchanan as Director For For Vodafone Group PLC G93882101 07/26/05 Annual 11 M Re-elect Penny Hughes as Director For For Re-elect Jurgen Schrempp as Vodafone Group PLC G93882101 07/26/05 Annual 12 M Director For For Re-elect Luc Vandevelde as Vodafone Group PLC G93882101 07/26/05 Annual 13 M Director For For Vodafone Group PLC G93882101 07/26/05 Annual 14 M Elect Sir John Bond as Director For For Vodafone Group PLC G93882101 07/26/05 Annual 15 M Elect Andrew Halford as Director For For Approve Final Dividend of 2.16 Vodafone Group PLC G93882101 07/26/05 Annual 16 M Pence Per Ordinary Share For For Vodafone Group PLC G93882101 07/26/05 Annual 17 M Approve Remuneration Report For For Reappoint Deloitte & Touche LLP Vodafone Group PLC G93882101 07/26/05 Annual 18 M as Auditors of the Company For For Authorise the Audit Committee to Vodafone Group PLC G93882101 07/26/05 Annual 19 M Fix Remuneration of the Auditors For For Authorise the Company and Any Company Which is or Becomes a Subsidiary of the Company to Make EU Political Organisation Donations up to GBP 50,000 and Incur EU Political Expenditure up Vodafone Group PLC G93882101 07/26/05 Annual 20 M to GBP 50,000 For For Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD Vodafone Group PLC G93882101 07/26/05 Annual 21 M 900,000,000 For For Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD Vodafone Group PLC G93882101 07/26/05 Annual 22 M 320,000,000 For For Authorise 6,400,000,000 Ordinary Vodafone Group PLC G93882101 07/26/05 Annual 23 M Shares for Market Purchase For For Amend Memorandum of Association and Articles of Association Re: Vodafone Group PLC G93882101 07/26/05 Annual 24 M Indemnification of Directors For For Approve the Vodafone Global Vodafone Group PLC G93882101 07/26/05 Annual 25 M Incentive Plan For For BOOTS GROUP PLC(formerly Boots Co. Accept Financial Statements and Plc) G12517101 07/21/05 Annual 1 M Statutory Reports For For BOOTS GROUP PLC(formerly Boots Co. Plc) G12517101 07/21/05 Annual 2 M Approve Remuneration Report For For BOOTS GROUP PLC(formerly Boots Co. Approve Final Dividend of 21 Plc) G12517101 07/21/05 Annual 3 M Pence Per Share For For BOOTS GROUP PLC(formerly Boots Co. Plc) G12517101 07/21/05 Annual 4 M Re-elect Paul Bateman as Director For For BOOTS GROUP PLC(formerly Boots Co. Reappoint KMPG Audit Plc as Plc) G12517101 07/21/05 Annual 5 M Auditors of the Company For For BOOTS GROUP PLC(formerly Boots Co. Authorise Board to Fix Plc) G12517101 07/21/05 Annual 6 M Remuneration of the Auditors For For Authorise Issue of Equity or Equity-Linked Securities with BOOTS GROUP Pre-emptive Rights up to PLC(formerly Boots Co. Aggregate Nominal Amount of GBP Plc) G12517101 07/21/05 Annual 7 M 60,190,000 For For Authorise Issue of Equity or Equity-Linked Securities without BOOTS GROUP Pre-emptive Rights up to PLC(formerly Boots Co. Aggregate Nominal Amount of GBP Plc) G12517101 07/21/05 Annual 8 M 9,020,000 For For BOOTS GROUP PLC(formerly Boots Co. Authorise 72,200,000 Ordinary Plc) G12517101 07/21/05 Annual 9 M Shares for Market Purchase For For BOOTS GROUP PLC(formerly Boots Co. Approve Boots Bonus Co-investment Plc) G12517101 07/21/05 Annual 10 M Plan For For BOOTS GROUP PLC(formerly Boots Co. Approve Boots Performance Share Plc) G12517101 07/21/05 Annual 11 M Plan For For BOOTS GROUP Approve Establishment of Overseas PLC(formerly Boots Co. Bonus Co-investment and Plc) G12517101 07/21/05 Annual 12 M Performance Share Plans For For Compagnie Financiere Accept Financial Statements and Richemont SA H25662141 09/15/05 Annual 1 M Statutory Reports For For Approve Allocation of Income and Dividends of EUR 0.04 per 'A' Compagnie Financiere Bearer Share and EUR 0.004 per Richemont SA H25662141 09/15/05 Annual 2 M 'B' Registered Share For For Compagnie Financiere Approve Discharge of Board and Richemont SA H25662141 09/15/05 Annual 3 M Senior Management For For Compagnie Financiere Richemont SA H25662141 09/15/05 Annual 4a M Relect Johann Rupert as Director For For Compagnie Financiere Relect Jean-Paul Aeschimann as Richemont SA H25662141 09/15/05 Annual 4b M Director For For Compagnie Financiere Richemont SA H25662141 09/15/05 Annual 4c M Reelect Franco Cologni as Director For For Compagnie Financiere Reelect Leo Deschuyteneer as Richemont SA H25662141 09/15/05 Annual 4d M Director For For Compagnie Financiere Richemont SA H25662141 09/15/05 Annual 4e M Reelect Lord Douro as Director For For Compagnie Financiere Reelect Yves-Andre Istel as Richemont SA H25662141 09/15/05 Annual 4f M Director For For Compagnie Financiere Richemont SA H25662141 09/15/05 Annual 4g M Reelect Richard Lepeu as Director For For Compagnie Financiere Richemont SA H25662141 09/15/05 Annual 4h M Reelect Simon Murray as Director For For Compagnie Financiere Richemont SA H25662141 09/15/05 Annual 4i M Reelect Alain Perrin as Director For For Compagnie Financiere Richemont SA H25662141 09/15/05 Annual 4j M Reelect Alan Quasha as Director For For Compagnie Financiere Reelect Lord Renwick of Clifton Richemont SA H25662141 09/15/05 Annual 4k M as Director For For Compagnie Financiere Reelect Juergen Schrempp as Richemont SA H25662141 09/15/05 Annual 4l M Director For For Compagnie Financiere Richemont SA H25662141 09/15/05 Annual 4m M Reelect Ernst Verloop as Director For For Compagnie Financiere Richemont SA H25662141 09/15/05 Annual 4n M Elect Norbert Platt as Director For For Compagnie Financiere Richemont SA H25662141 09/15/05 Annual 4o M Elect Martha Wikstrom as Director For For Compagnie Financiere Ratify PricewaterhouseCoopers as Richemont SA H25662141 09/15/05 Annual 5 M Auditors For For SHARE CAPITAL - SHARES - RESTRICTIONS. ABOLISH THIS 3% VOTING LIMIT? FOR=NO CHANGE//AGAINST=NO OPINION//WITHHOLD=ABOLISH THE Nestle SA H57312466 08/26/05 07/26/05 Annual 1 M ARTICLE None Abstain ORGANISATION OF THE COMPANY - SPECIAL QUORUM. ABOLISH THE NEED FOR SPECIAL QUORUMS? FOR=NO CHANGE//AGAINST=NO OPINION//WITHHOLD=ABOLISH THE Nestle SA H57312466 08/26/05 07/26/05 Annual 2 M ARTICLE None Abstain ORGANISATION OF THE COMPANY - QUALIFIED MAJORITIES. ABOLISH NEED FOR QUALIFIED MAJORITIES OF PRESENT SHAREHOLDERS? FOR=NO CHANGE//AGAINST=NO OPINION//WITHHOLD=ABOLISH THE Nestle SA H57312466 08/26/05 07/26/05 Annual 3 M ARTICLE None Abstain BOARD OF DIRECTORS - TERM OF OFFICE. IN VIEW OF THE COMPLEXITY OF THE GROUP, MY PREFERENCE IS A TERM OF OFFICE DIRECTORS. FOR=5 YEARS//AGAINST=4 Nestle SA H57312466 08/26/05 07/26/05 Annual 4 M YEARS//WITHHOLD=3 YEARS None Abstain AUDITOR - TERM OF OFFICE. IN VIEW OF THE COMPLEXITY OF THE GROUP, MY PREFERENCE IS A TERM OF OFFICE FOR AUDITORS. FOR=3 YEARS//AGAINST=2 Nestle SA H57312466 08/26/05 07/26/05 Annual 5 M YEARS//WITHHOLD=1 YEAR None Abstain Philips Electronics Nv N6817P109 03/30/06 03/23/06 Annual 1 M Speech President None None Philips Electronics Approve Financial Statements and Nv N6817P109 03/30/06 03/23/06 Annual 2a M Statutory Reports For For Explanation of Policy on Philips Electronics Additions To Reserves and Nv N6817P109 03/30/06 03/23/06 Annual 2b M Dividends None None Philips Electronics Approve Dividend of EUR 0.44 Nv N6817P109 03/30/06 03/23/06 Annual 2c M ($0.52)per Share For For Philips Electronics Approve Discharge of Management Nv N6817P109 03/30/06 03/23/06 Annual 2d M Board For For Philips Electronics Approve Discharge of Supervisory Nv N6817P109 03/30/06 03/23/06 Annual 2e M Board For For Philips Electronics Elect T.W.H. van Deursen to Nv N6817P109 03/30/06 03/23/06 Annual 3a M Management Board For For Philips Electronics Elect F.A. van Houten to Nv N6817P109 03/30/06 03/23/06 Annual 3b M Management Board For For Philips Electronics Elect J.A. Karvinen to Management Nv N6817P109 03/30/06 03/23/06 Annual 3c M Board For For Philips Electronics Elect R.S. Provoost to Management Nv N6817P109 03/30/06 03/23/06 Annual 3d M Board For For Philips Electronics Elect A. Ragnetti to Management Nv N6817P109 03/30/06 03/23/06 Annual 3e M Board For For Philips Electronics Reelect W. de Kleuver to Nv N6817P109 03/30/06 03/23/06 Annual 4a M Supervisory Board For For Philips Electronics Reelect Richard Greenbury to Nv N6817P109 03/30/06 03/23/06 Annual 4b M Supervisory Board For For Proposal to Amend the Philips Electronics Remuneration Policy for Nv N6817P109 03/30/06 03/23/06 Annual 5a M Management Board For For Proposal to Amend the Maximum Percentage of The Annual LTIP Philips Electronics Pool-size To Be Allocated To Nv N6817P109 03/30/06 03/23/06 Annual 5b M Members of Management Board For For Philips Electronics Cancellation of Shares Held by Nv N6817P109 03/30/06 03/23/06 Annual 6a M the Company For For Philips Electronics Amend Articles to Reflect Changes Nv N6817P109 03/30/06 03/23/06 Annual 6b M in Capital For For Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger Philips Electronics Restricting/Excluding Preemptive Nv N6817P109 03/30/06 03/23/06 Annual 7 M Rights For For Philips Electronics Authorize Repurchase of Up to Ten Nv N6817P109 03/30/06 03/23/06 Annual 8 M Percent of Issued Share Capital For For Philips Electronics Nv N6817P109 03/30/06 03/23/06 Annual 9 M Other Business (Non-Voting) None None Royal KPN NV N4297B146 04/11/06 04/04/06 Annual 1 M Open Meeting None None Royal KPN NV N4297B146 04/11/06 04/04/06 Annual 2 M Receive Report of Management Board None None Discussion on Company's Corporate Royal KPN NV N4297B146 04/11/06 04/04/06 Annual 3 M Governance Structure None None Approve Financial Statements and Royal KPN NV N4297B146 04/11/06 04/04/06 Annual 4 M Statutory Reports For For Receive Explanation on Company's Royal KPN NV N4297B146 04/11/06 04/04/06 Annual 5 M Reserves and Dividend Policy None None Approve Dividends of EUR 0.45 Per Royal KPN NV N4297B146 04/11/06 04/04/06 Annual 6 M Share For For Approve Discharge of Management Royal KPN NV N4297B146 04/11/06 04/04/06 Annual 7 M Board For For Approve Discharge of Supervisory Royal KPN NV N4297B146 04/11/06 04/04/06 Annual 8 M Board For For Amend Articles Re: Approve Conversion of Special Share into Two Ordinary Shares of EUR 0.24 Each; Delete Reference to Special Royal KPN NV N4297B146 04/11/06 04/04/06 Annual 9 M Share; Other Amendments For For Ratify PricewaterhouseCoopers Royal KPN NV N4297B146 04/11/06 04/04/06 Annual 10 M Accountants N.V. as Auditors For For Amend Remuneration Policy of Royal KPN NV N4297B146 04/11/06 04/04/06 Annual 11 M Management Board For For Receive Notification of Appointment of E. Blok and S.P. Royal KPN NV N4297B146 04/11/06 04/04/06 Annual 12 M Miller to Management Board None None Opportunity to Nominate Royal KPN NV N4297B146 04/11/06 04/04/06 Annual 13 M Supervisory Board Member None None Elect D.I. Jager to Supervisory Royal KPN NV N4297B146 04/11/06 04/04/06 Annual 14 M Board For Against Announce Vacancies on Supervisory Royal KPN NV N4297B146 04/11/06 04/04/06 Annual 15 M Board None None Authorize Repurchase of Up to Ten Royal KPN NV N4297B146 04/11/06 04/04/06 Annual 16 M Percent of Issued Share Capital For For Grant Board Authority to Issue Ordinary Shares Up To 10 Percent Royal KPN NV N4297B146 04/11/06 04/04/06 Annual 17 M of Issued Share Capital For For Grant Board Authority to Issue All Authorized yet Unissued Class Royal KPN NV N4297B146 04/11/06 04/04/06 Annual 18 M B Preferred Shares For Against Approve Reduction in Share Royal KPN NV N4297B146 04/11/06 04/04/06 Annual 19 M Capital via Cancellation of Shares For For Royal KPN NV N4297B146 04/11/06 04/04/06 Annual 20 M Close Meeting None None Approve Sale of LST LP Holdings SP Limited, LST Services Holdings Limited, LST LP Holdings General Property Limited and the 50 Land Securities Group Percent Interest in Telereal Held plc G5375M118 09/26/05 Special 1 M by LST Telereal Holdings For For Unilever Open Meeting; Receive N.V. N8981F156 10/13/05 Special 1 M Announcements None None Unilever Receive Report by N.V. N8981F156 10/13/05 Special 2 M Nedamtrust(Non-Voting) None None Receive Further Explanation of Unilever the Desirability of a New Trust N.V. N8981F156 10/13/05 Special 3A M Office None None Introduction of the Proposed Members of the Board of the Newly Established Foundation Stichting Unilever Administratie-kantoor Unilever N.V. N8981F156 10/13/05 Special 3B M N.V. None None Unilever N.V. N8981F156 10/13/05 Special 3C M Confidence in the Board For For Approve Transfer of Administration of Shares from Nedamtrust to a New Foundation, Stichting Administratiekantoor Unilever N.V. N8981F156 10/13/05 Special 4 M Unilever N.V. For For Unilever N.V. N8981F156 10/13/05 Special 5 M Allow Questions None None Unilever N.V. N8981F156 10/13/05 Special 6 M Close Meeting None None BAE Systems PLC(frm.British Accept Financial Statements and Aerospace Plc ) G06940103 05/04/06 Annual 1 M Statutory Reports For For BAE Systems PLC(frm.British Aerospace Plc ) G06940103 05/04/06 Annual 2 M Approve Remuneration Report For For BAE Systems PLC(frm.British Approve Final Dividend of 6.3 Aerospace Plc ) G06940103 05/04/06 Annual 3 M Pence Per Ordinary Share For For BAE Systems PLC(frm.British Aerospace Plc ) G06940103 05/04/06 Annual 4 M Re-elect Susan Birley as Director For For BAE Systems PLC(frm.British Re-elect Christopher Geoghegan as Aerospace Plc ) G06940103 05/04/06 Annual 5 M Director For For BAE Systems PLC(frm.British Re-elect Michael Lester as Aerospace Plc ) G06940103 05/04/06 Annual 6 M Director For For BAE Systems PLC(frm.British Aerospace Plc ) G06940103 05/04/06 Annual 7 M Elect Philip Carroll as Director For For BAE Systems PLC(frm.British Aerospace Plc ) G06940103 05/04/06 Annual 8 M Elect Roberto Quarta as Director For For BAE Systems PLC(frm.British Aerospace Plc ) G06940103 05/04/06 Annual 9 M Elect Peter Weinberg as Director For For BAE Systems PLC(frm.British Reappoint KPMG Audit Plc as Aerospace Plc ) G06940103 05/04/06 Annual 10 M Auditors of the Company For For BAE Systems PLC(frm.British Authorise Board to Fix Aerospace Plc ) G06940103 05/04/06 Annual 11 M Remuneration of Auditors For For BAE Systems PLC(frm.British Approve Bae Systems Performance Aerospace Plc ) G06940103 05/04/06 Annual 12 M Share Plan 2006 For For BAE Systems PLC(frm.British Approve Bae Systems Share Aerospace Plc ) G06940103 05/04/06 Annual 13 M Matching Plan For For Authorise the Company to Make EU BAE Systems Political Organisations Donations PLC(frm.British and Incur EU Political Aerospace Plc ) G06940103 05/04/06 Annual 14 M Expenditure up to GBP 100,000 For For Authorise BAE Systems Marine Limited to Make EU Political BAE Systems Organisations Donations and Incur PLC(frm.British EU Political Expenditure up to Aerospace Plc ) G06940103 05/04/06 Annual 15 M GBP 100,000 For For Authorise BAE Systems (Operations) Limited to Make EU BAE Systems Political Organisations Donations PLC(frm.British and Incur EU Political Aerospace Plc ) G06940103 05/04/06 Annual 16 M Expenditure up to GBP 100,000 For For Authorise BAE Systems Land Systems (Munitions and Ordnance) Ltd. to Make EU Political BAE Systems Organisations Donations and Incur PLC(frm.British EU Political Expenditure up to Aerospace Plc ) G06940103 05/04/06 Annual 17 M GBP 100,000 For For Authorise BAE Systems Land Systems (Weapons and Vehicles) Ltd. to Make EU Political BAE Systems Organisations Donations and Incur PLC(frm.British EU Political Expenditure up to Aerospace Plc ) G06940103 05/04/06 Annual 18 M GBP 100,000 For For Authorise Land Systems Hagglunds AB to Make EU Political BAE Systems Organisations Donations and Incur PLC(frm.British EU Political Expenditure up to Aerospace Plc ) G06940103 05/04/06 Annual 19 M GBP 100,000 For For Authorise Issue of Equity or Equity-Linked Securities with BAE Systems Pre-emptive Rights up to PLC(frm.British Aggregate Nominal Amount of GBP Aerospace Plc ) G06940103 05/04/06 Annual 20 M 26,829,626 For For Authorise Issue of Equity or Equity-Linked Securities without BAE Systems Pre-emptive Rights up to PLC(frm.British Aggregate Nominal Amount of GBP Aerospace Plc ) G06940103 05/04/06 Annual 21 M 4,024,846 For For BAE Systems PLC(frm.British Authorise 321,987,720 Ordinary Aerospace Plc ) G06940103 05/04/06 Annual 22 M Shares for Market Purchase For For INTERCONTINENTAL Approve Sale of Hotel HOTELS GROUP PLC G4804L106 10/26/05 Special 1 M Inter-Continental Paris SAS For For Approve Merger by Absorption of Finaxa and Capital Increase in Axa (Formerly Axa-Uap) F06106102 12/16/05 Special 1 M Connection with the Merger For For Approve Accounting Treatment of Axa (Formerly Axa-Uap) F06106102 12/16/05 Special 2 M Merger For For Axa (Formerly Axa-Uap) F06106102 12/16/05 Special 3 M Approve Reduction in Share Capital For For Assume Obligations of 2.75% 1997/2006 Convertible Bonds Axa (Formerly Axa-Uap) F06106102 12/16/05 Special 4 M Issued by Finaxa For For Assume Obligations of Stock Axa (Formerly Axa-Uap) F06106102 12/16/05 Special 5 M Options Granted by Finaxa For For Approve Dissolution of Finaxa Axa (Formerly Axa-Uap) F06106102 12/16/05 Special 6 M without Liquidation For For Amend Articles to Reflect Changes Axa (Formerly Axa-Uap) F06106102 12/16/05 Special 7 M in Capital For For Authorize Issuance of Convertible Bonds to Holders of Finaxa 3% 1998/2007 Bonds Convertible Into Axa (Formerly Axa-Uap) F06106102 12/16/05 Special 8 M Axa Shares None None Reserve Convertible Bonds Issuance to Holders of Finaxa 3% Axa (Formerly Axa-Uap) F06106102 12/16/05 Special 9 M 1998/2007 Bonds None None Approve Capital Increase Reserved for Employees Participating in Savings-Related Share Purchase Axa (Formerly Axa-Uap) F06106102 12/16/05 Special 10 M Plan AgainstAgainst Authorize Filing of Required Axa (Formerly Axa-Uap) F06106102 12/16/05 Special 11 M Documents/Other Formalities For For Approve Merger by Absorption of Riunione Adriatica di Sicurta Allianz AG (formerly SpA; Approve Change of Corporate Allianz Holding AG) D03080112 02/08/06 Special 1 M Form to Societas Europea (SE) For For Issue 25.1 Million Shares in Connection with Merger by Merger by Absorption of RIUNIONE Allianz AG (formerly ADRIATICA DI SICURTA Societa per Allianz Holding AG) D03080112 02/08/06 Special 2 M Azioni For For Approve Creation of EUR 450 Allianz AG (formerly Million Pool of Conditional Allianz Holding AG) D03080112 02/08/06 Special 3 M Capital with Preemptive Rights For For Allianz AG (formerly Approve Employee Stock Purchase Allianz Holding AG) D03080112 02/08/06 Special 4 M Plan For For Approve Issuance of Convertible Bonds and/or Bonds with Warrants Attached up to Aggregate Nominal Amount of EUR 10 Billion with Preemptive Rights; Approve Creation of EUR 250 Million Pool Allianz AG (formerly of Conditional Capital to Allianz Holding AG) D03080112 02/08/06 Special 5 M Guarantee Conversion Rights For For Authorize Repurchase of up to Allianz AG (formerly Five Percent of Issued Share Allianz Holding AG) D03080112 02/08/06 Special 6 M Capital for Trading Purposes For For Authorize Repurchase of up to 10 Allianz AG (formerly Percent of Issued Share Capital Allianz Holding AG) D03080112 02/08/06 Special 7 M for Purposes other than Trading For For Credit Suisse Group (Formerly Cs Holding) H3698D419 04/28/06 Annual 1 M Share Re-registration Consent For For Swiss Reinsurance (Schweizerische Rueckversicherungs) H84046137 04/21/06 Annual 1 M Share Re-registration Consent For For Accept Financial Statements and Swisscom AG H8398N104 04/25/06 Annual 1 M Statutory Reports For For Approve Allocation of Income and Swisscom AG H8398N104 04/25/06 Annual 2 M Dividends For For Approve CHF 4.8 Million Reduction in Share Capital via Cancellation Swisscom AG H8398N104 04/25/06 Annual 3 M of Repurchased Shares For For Approve Discharge of Board and Swisscom AG H8398N104 04/25/06 Annual 4 M Senior Management For For Elect Anton Scherrer as Chairman Swisscom AG H8398N104 04/25/06 Annual 5.1 M of the Board of Directors For For Elect Catherine Muehlemann as Swisscom AG H8398N104 04/25/06 Annual 5.2.1 M Director For For Swisscom AG H8398N104 04/25/06 Annual 5.2.2 M Elect Hugo Gerber as Director For For Ratify KPMG Klynveld Peat Marwick Swisscom AG H8398N104 04/25/06 Annual 6 M Goerdeler SA as Auditors For For Zurich Financial Accept Financial Statements and Services AG H9870Y105 04/20/06 Annual 1 M Statutory Reports For For Zurich Financial Approve Allocation of Income and Services AG H9870Y105 04/20/06 Annual 2 M Dividends of CHF 4.60 per Share For For Approve CHF 345.6 Million Reduction in Share Capital; Zurich Financial Approve Capital Repayment of CHF Services AG H9870Y105 04/20/06 Annual 3 M 2.40 per Share For For Zurich Financial Renew Existing Pool of Capital Services AG H9870Y105 04/20/06 Annual 4 M for Further Two Years For For Amend Articles Re: Board Zurich Financial Responsibilities and Board Services AG H9870Y105 04/20/06 Annual 5 M Committees For For Zurich Financial Approve Discharge of Board and Services AG H9870Y105 04/20/06 Annual 6 M Senior Management For For Zurich Financial Services AG H9870Y105 04/20/06 Annual 7.1.1 M Elect Don Nicolaisen as Director For For Zurich Financial Services AG H9870Y105 04/20/06 Annual 7.1.2 M Elect Fred Kindle as Director For For Zurich Financial Services AG H9870Y105 04/20/06 Annual 7.1.3 M Elect Tom de Swaan as Director For For Zurich Financial Services AG H9870Y105 04/20/06 Annual 7.1.4 M Reelect Thomas Escher as Director For For Zurich Financial Reelect Philippe Pidoux as Services AG H9870Y105 04/20/06 Annual 7.1.5 M Director For For Zurich Financial Services AG H9870Y105 04/20/06 Annual 7.1.6 M Reelect Vernon Sankey as Director For For Zurich Financial Ratify PricewaterhouseCoopers Services AG H9870Y105 04/20/06 Annual 7.2 M Ltd. as Auditors For For Accept Financial Statements and UBS AG H8920M855 04/19/06 Annual 1 M Statutory Reports For For Approve Allocation of Income and UBS AG H8920M855 04/19/06 Annual 2 M Dividends of CHF 3.20 per Share For For Approve Discharge of Board and UBS AG H8920M855 04/19/06 Annual 3 M Senior Management For For UBS AG H8920M855 04/19/06 Annual 4.1.1 M Reelect Rolf Meyer as Director For For Reelect Ernesto Bertarelli as UBS AG H8920M855 04/19/06 Annual 4.1.2 M Director For For Elect Gabrielle Kaufmann-Kohler UBS AG H8920M855 04/19/06 Annual 4.2.1 M as Director For For UBS AG H8920M855 04/19/06 Annual 4.2.2 M Elect Joerg Wolle as Director For For Ratify Ernst & Young Ltd. as UBS AG H8920M855 04/19/06 Annual 4.3 M Auditors For For Ratify BDO Visura as Special UBS AG H8920M855 04/19/06 Annual 4.4 M Auditors For For Approve CHF 29.7 Million Reduction in Share Capital via UBS AG H8920M855 04/19/06 Annual 5.1 M Cancellation of Repurchased Shares For For Authorize Repurchase of Issued UBS AG H8920M855 04/19/06 Annual 5.2 M Share Capital For For Approve Reduction in Share Capital via Capital Repayment of UBS AG H8920M855 04/19/06 Annual 5.3 M CHF 0.60 per Share For For UBS AG H8920M855 04/19/06 Annual 5.4 M Approve 2:1 Stock Split For For Amend Articles to Reflect Changes UBS AG H8920M855 04/19/06 Annual 5.5.1 M in Capital For For Amend Articles Re: Capital Holding Requirement for UBS AG H8920M855 04/19/06 Annual 5.5.2 M Submitting Shareholder Proposals For For Approve Creation of CHF 15 Million Pool of Capital without Preemptive Rights to Service UBS AG H8920M855 04/19/06 Annual 6 M Existing Stock Option Plan For Against Credit Suisse Group Accept Financial Statements and (Formerly Cs Holding) H3698D419 04/28/06 Annual 1 M Statutory Reports For For Credit Suisse Group Approve Discharge of Board and (Formerly Cs Holding) H3698D419 04/28/06 Annual 2 M Senior Management For For Approve CHF 17 Million Reduction Credit Suisse Group in Share Capital via Cancellation (Formerly Cs Holding) H3698D419 04/28/06 Annual 3 M of Repurchased Shares For For Credit Suisse Group Approve Allocation of Income and (Formerly Cs Holding) H3698D419 04/28/06 Annual 4 M Dividends of CHF 2 per Share For For Credit Suisse Group Reelect Walter Kielholz and (Formerly Cs Holding) H3698D419 04/28/06 Annual 5.1.a M Hans-Ulrich Doerig as Directors For For Credit Suisse Group Elect Richard Thornburgh as (Formerly Cs Holding) H3698D419 04/28/06 Annual 5.1.b M Director For For Credit Suisse Group Ratify KPMG Klynveld Peat Marwick (Formerly Cs Holding) H3698D419 04/28/06 Annual 5.2 M Goerdeler SA as Auditors For For Credit Suisse Group Ratify BDO Visura as Special (Formerly Cs Holding) H3698D419 04/28/06 Annual 5.3 M Auditors For For Approve CHF 3.4 Million Reduction in Pool of Capital Reserved for Credit Suisse Group Donaldson Lufkin & Jenrette (Formerly Cs Holding) H3698D419 04/28/06 Annual 6 M Employee Options For For Swiss Reinsurance (Schweizerische Accept Financial Statements and Rueckversicherungs) H84046137 04/21/06 Annual 1 M Statutory Reports For For Swiss Reinsurance (Schweizerische Approve Discharge of Board and Rueckversicherungs) H84046137 04/21/06 Annual 2 M Senior Management For For Swiss Reinsurance (Schweizerische Approve Allocation of Income and Rueckversicherungs) H84046137 04/21/06 Annual 3 M Dividends of CHF 2.50 per Share For For Swiss Reinsurance (Schweizerische Reelect Peter Forstmoser as Rueckversicherungs) H84046137 04/21/06 Annual 4.1.1 M Director For For Swiss Reinsurance (Schweizerische Reelect Walter Kielholz as Rueckversicherungs) H84046137 04/21/06 Annual 4.1.2 M Director For For Swiss Reinsurance (Schweizerische Rueckversicherungs) H84046137 04/21/06 Annual 4.1.3 M Reelect Robert Scott as Director For For Swiss Reinsurance (Schweizerische Ratify PricewaterhouseCoopers AG Rueckversicherungs) H84046137 04/21/06 Annual 4.2 M as Auditors For For INTERCONTINENTAL Approve Sale of Britvic plc and HOTELS GROUP PLC G4804L106 12/07/05 Special 1 M its Subsidiaries For For Amend Articles of Association Re: Smith & Nephew PLC G82343164 12/12/05 Special 1 M Rights on a Winding Up For For Cancel Ord. Shares of 12 2/9p; Create 50,000 Def. Shares of GBP 1; Capitalise GBP 50,000 Standing to the Credit of Reserves; Increase Cap. by Creating New Dollar Shares; and Convert Sum Standing to the Credit of the Cancellation Reserves into US Smith & Nephew PLC G82343164 12/12/05 Special 2 M Dollars For For Amend Articles of Association Re: Smith & Nephew PLC G82343164 12/12/05 Special 3 M Redenomination For For Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD Smith & Nephew PLC G82343164 12/12/05 Special 4 M 56,115,233 For For Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD Smith & Nephew PLC G82343164 12/12/05 Special 5 M 9,999,385 For For Amend Articles of Association Re: Smith & Nephew PLC G82343164 12/12/05 Special 6 M Power to Declare Dividends For For Ahold Kon Nv N0139V100 05/18/06 05/11/06 Annual 1 M Open Meeting None None Ahold Kon Nv N0139V100 05/18/06 05/11/06 Annual 2 M Receive Report of Management Board None None Approve Financial Statements and Ahold Kon Nv N0139V100 05/18/06 05/11/06 Annual 3 M Statutory Reports For For Receive Explanation on Company's Ahold Kon Nv N0139V100 05/18/06 05/11/06 Annual 4 M Reserves and Dividend Policy None None Approve Discharge of Management Ahold Kon Nv N0139V100 05/18/06 05/11/06 Annual 5 M Board For For Approve Discharge of Supervisory Ahold Kon Nv N0139V100 05/18/06 05/11/06 Annual 6 M Board For For Elect J. Rishton to Management Ahold Kon Nv N0139V100 05/18/06 05/11/06 Annual 7 M Board For For Elect J. Sprieser to Supervisory Ahold Kon Nv N0139V100 05/18/06 05/11/06 Annual 8 M Board For For Ratify Deloitte Accountants B.V. Ahold Kon Nv N0139V100 05/18/06 05/11/06 Annual 9 M as Auditors For For Amend Remuneration Policy for Ahold Kon Nv N0139V100 05/18/06 05/11/06 Annual 10 M Management Board For For Grant Board Authority to Issue Common Shares Up To 10 Percent of Ahold Kon Nv N0139V100 05/18/06 05/11/06 Annual 11 M Issued Share Capital For For Authorize Board to Exclude Preemptive Rights from Issuance Ahold Kon Nv N0139V100 05/18/06 05/11/06 Annual 12 M Under Item 11 For For Authorize Repurchase of Up to Ten Ahold Kon Nv N0139V100 05/18/06 05/11/06 Annual 13 M Percent of Issued Share Capital For For Ahold Kon Nv N0139V100 05/18/06 05/11/06 Annual 14 M Other Business (Non-Voting) None None Ahold Kon Nv N0139V100 05/18/06 05/11/06 Annual 15 M Close Meeting None None Astrazeneca Plc Accept Financial Statements and (Formerly Zeneca Plc) G0593M107 04/27/06 Annual 1 M Statutory Reports For For Approve First Interim Dividend of USD 0.38 (21.9 pence, SEK2.99)Per Ordinary Share and to Confirm a Astrazeneca Plc Final Dividend of USD 0.92 (51.8 (Formerly Zeneca Plc) G0593M107 04/27/06 Annual 2 M Pence, SEK7.02) Per Ordinary Share For For Astrazeneca Plc Reappoint KPMG Audit Plc as (Formerly Zeneca Plc) G0593M107 04/27/06 Annual 3 M Auditors of the Company For For Astrazeneca Plc Authorise Board to Fix (Formerly Zeneca Plc) G0593M107 04/27/06 Annual 4 M Remuneration of Auditors For For Astrazeneca Plc Re-elect Louis Schweitzer as (Formerly Zeneca Plc) G0593M107 04/27/06 Annual 5a M Director For For Astrazeneca Plc (Formerly Zeneca Plc) G0593M107 04/27/06 Annual 5b M Re-elect Hakan Mogren as Director For For Astrazeneca Plc (Formerly Zeneca Plc) G0593M107 04/27/06 Annual 5c M Elect David Brennan as Director For For Astrazeneca Plc Re-elect Jonathan Symonds as (Formerly Zeneca Plc) G0593M107 04/27/06 Annual 5d M Director For For Astrazeneca Plc (Formerly Zeneca Plc) G0593M107 04/27/06 Annual 5e M Elect John Patterson as Director For For Astrazeneca Plc Re-elect Sir Peter Bonfield as (Formerly Zeneca Plc) G0593M107 04/27/06 Annual 5f M Director For For Astrazeneca Plc (Formerly Zeneca Plc) G0593M107 04/27/06 Annual 5g M Re-elect John Buchanan as Director For For Astrazeneca Plc (Formerly Zeneca Plc) G0593M107 04/27/06 Annual 5h M Re-elect Jane Henney as Director For Against Astrazeneca Plc Re-elect Michele Hooper as (Formerly Zeneca Plc) G0593M107 04/27/06 Annual 5i M Director For For Astrazeneca Plc (Formerly Zeneca Plc) G0593M107 04/27/06 Annual 5j M Re-elect Joe Jimenez as Director For For Astrazeneca Plc (Formerly Zeneca Plc) G0593M107 04/27/06 Annual 5k M Re-elect Erna Moller as Director For For Astrazeneca Plc Re-elect Marcus Wallenberg as (Formerly Zeneca Plc) G0593M107 04/27/06 Annual 5l M Director For For Astrazeneca Plc (Formerly Zeneca Plc) G0593M107 04/27/06 Annual 5m M Elect Darne Rothwell as Director For For Astrazeneca Plc (Formerly Zeneca Plc) G0593M107 04/27/06 Annual 6 M Approve Remuneration Report For For Approve EU Political Donations Astrazeneca Plc and Incur EU Political (Formerly Zeneca Plc) G0593M107 04/27/06 Annual 7 M Expenditure up to USD 150,000 For For Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Astrazeneca Plc Aggregate Nominal Amount of USD (Formerly Zeneca Plc) G0593M107 04/27/06 Annual 8 M 131,364,668 For For Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Astrazeneca Plc Aggregate Nominal Amount of USD (Formerly Zeneca Plc) G0593M107 04/27/06 Annual 9 M 19,704,700 For For Authorise Ten Percent of the Astrazeneca Plc Company's Issued Share Capital (Formerly Zeneca Plc) G0593M107 04/27/06 Annual 10 M for Market Purchase For For Accept Financial Statements and Royal Dutch Shell PLC G7690A100 05/16/06 Annual 1 M Statutory Reports For For Accept Financial Statements and Royal Dutch Shell PLC G7690A118 05/16/06 Annual 1 M Statutory Reports For For Royal Dutch Shell PLC G7690A100 05/16/06 Annual 2 M Approve Remuneration Report For For Royal Dutch Shell PLC G7690A118 05/16/06 Annual 2 M Approve Remuneration Report For For Royal Dutch Shell PLC G7690A100 05/16/06 Annual 3 M Elect Jorma Ollila as Director For For Royal Dutch Shell PLC G7690A118 05/16/06 Annual 3 M Elect Jorma Ollila as Director For For Royal Dutch Shell PLC G7690A100 05/16/06 Annual 4 M Elect Nick Land as Director For For Royal Dutch Shell PLC G7690A118 05/16/06 Annual 4 M Elect Nick Land as Director For For Re-elect Lord Kerr of Kinlochard Royal Dutch Shell PLC G7690A100 05/16/06 Annual 5 M as Director For For Re-elect Lord Kerr of Kinlochard Royal Dutch Shell PLC G7690A118 05/16/06 Annual 5 M as Director For For Re-elect Jeroen van der Veer as Royal Dutch Shell PLC G7690A100 05/16/06 Annual 6 M Director For For Re-elect Jeroen van der Veer as Royal Dutch Shell PLC G7690A118 05/16/06 Annual 6 M Director For For Royal Dutch Shell PLC G7690A100 05/16/06 Annual 7 M Re-elect Rob Routs as Director For For Royal Dutch Shell PLC G7690A118 05/16/06 Annual 7 M Re-elect Rob Routs as Director For For Royal Dutch Shell PLC G7690A100 05/16/06 Annual 8 M Re-elect Wim Kok as Director For For Royal Dutch Shell PLC G7690A118 05/16/06 Annual 8 M Re-elect Wim Kok as Director For For Reappoint PricewaterhouseCoopers Royal Dutch Shell PLC G7690A100 05/16/06 Annual 9 M LLP as Auditors of the Company For For Reappoint PricewaterhouseCoopers Royal Dutch Shell PLC G7690A118 05/16/06 Annual 9 M LLP as Auditors of the Company For For Authorise Board to Fix Royal Dutch Shell PLC G7690A100 05/16/06 Annual 10 M Remuneration of Auditors For For Authorise Board to Fix Royal Dutch Shell PLC G7690A118 05/16/06 Annual 10 M Remuneration of Auditors For For Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of EUD Royal Dutch Shell PLC G7690A100 05/16/06 Annual 11 M 155,000,000 For For Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of EUD Royal Dutch Shell PLC G7690A118 05/16/06 Annual 11 M 155,000,000 For For Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of EUD Royal Dutch Shell PLC G7690A100 05/16/06 Annual 12 M 23,000,000 For For Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of EUD Royal Dutch Shell PLC G7690A118 05/16/06 Annual 12 M 23,000,000 For For Authorise 667,000,000 Ordinary Royal Dutch Shell PLC G7690A100 05/16/06 Annual 13 M Shares for Market Purchase For For Authorise 667,000,000 Ordinary Royal Dutch Shell PLC G7690A118 05/16/06 Annual 13 M Shares for Market Purchase For For Authorise the Company to Make EU Political Organisation Donations up to GBP 200,000 and Incur EU Political Expenditure up to GBP Royal Dutch Shell PLC G7690A100 05/16/06 Annual 14 M 200,000 For For Authorise the Company to Make EU Political Organisation Donations up to GBP 200,000 and Incur EU Political Expenditure up to GBP Royal Dutch Shell PLC G7690A118 05/16/06 Annual 14 M 200,000 For For Report on Social and Environment Royal Dutch Shell PLC G7690A100 05/16/06 Annual 15 S Impact Assessment AgainstAgainst Report on Social and Environment Royal Dutch Shell PLC G7690A118 05/16/06 Annual 15 S Impact Assessment AgainstAgainst Ratify Appointment of Serge Weinberg as Supervisory Board Accor F00189120 01/09/06 Special 1 M Member For For Accor F00189120 01/09/06 Special 2 M Adopt Unitary Board Structure For For Elect Thomas J. Barrack as Accor F00189120 01/09/06 Special 3 M Director For For Accor F00189120 01/09/06 Special 4 M Elect Sebastien Bazin as Director For For Elect Isabelle Bouillot as Accor F00189120 01/09/06 Special 5 M Director For For Accor F00189120 01/09/06 Special 6 M Elect Philippe Camus as Director For For Accor F00189120 01/09/06 Special 7 M Elect Aldo Cardoso as Director For For Accor F00189120 01/09/06 Special 8 M Elect Philippe Citerne as Director For For Accor F00189120 01/09/06 Special 9 M Elect Etienne Davignon as Director For For Elect Gabriele Galateri di Genola Accor F00189120 01/09/06 Special 10 M as Director For For Accor F00189120 01/09/06 Special 11 M Elect Sir Roderic Lyne as Director For For Accor F00189120 01/09/06 Special 12 M Elect Dominique Marcel as Director For For Accor F00189120 01/09/06 Special 13 M Elect Francis Mayer as Director For For Accor F00189120 01/09/06 Special 14 M Elect Gilles Pelisson as Director For For Accor F00189120 01/09/06 Special 15 M Elect Baudouin Prot as Director For For Accor F00189120 01/09/06 Special 16 M Elect Franck Riboud as Director For For Accor F00189120 01/09/06 Special 17 M Elect Jerome Seydoux as Director For For Accor F00189120 01/09/06 Special 18 M Elect Theo Waigel as Director For For Accor F00189120 01/09/06 Special 19 M Elect Serge Weinberg as Director For For Approve Remuneration of Directors in the Aggregate Amount of EUR Accor F00189120 01/09/06 Special 20 M 590,000 For For Authorize Repurchase of Up to Ten Accor F00189120 01/09/06 Special 21 M Percent of Issued Share Capital For For Approve Reduction in Share Capital via Cancellation of Accor F00189120 01/09/06 Special 22 M Repurchased Shares For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Accor F00189120 01/09/06 Special 23 M Nominal Amount of EUR 200 Million For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Accor F00189120 01/09/06 Special 24 M Nominal Amount of EUR 100 Million For For Authorize Capital Increase of Up to Ten Percent of Issued Capital Accor F00189120 01/09/06 Special 25 M for Future Acquisitions For For Authorize Board to Increase Capital in the Event of Demand Exceeding Amounts Submitted to Accor F00189120 01/09/06 Special 26 M Shareholder Vote Above For For Authorize Capitalization of Reserves of Up to EUR 200 Million for Bonus Issue or Increase in Accor F00189120 01/09/06 Special 27 M Par Value For For Set Global Limit for Capital Increase to Result from All Issuance Requests at EUR 300 Accor F00189120 01/09/06 Special 28 M Million For For Approve Capital Increase Reserved for Employees Participating in Savings-Related Share Purchase Accor F00189120 01/09/06 Special 29 M Plan For For Accor F00189120 01/09/06 Special 30 M Approve Stock Option Plan Grants For Against Authorize Up to 0.5 Percent of Issued Capital for Use in Accor F00189120 01/09/06 Special 31 M Restricted Stock Plan For Against Authorize Filing of Required Accor F00189120 01/09/06 Special 32 M Documents/Other Formalities For For Accept Financial Statements and Novartis AG H5820Q150 02/28/06 Annual 1 M Statutory Reports For For Approve Discharge of Board and Novartis AG H5820Q150 02/28/06 Annual 2 M Senior Management For For Approve Allocation of Income and Novartis AG H5820Q150 02/28/06 Annual 3 M Dividends of CHF 1.15 per Share For For Approve CHF 5.1 Million Reduction Novartis AG H5820Q150 02/28/06 Annual 4 M in Share Capital For For Amend Articles to Remove 12-Year Novartis AG H5820Q150 02/28/06 Annual 5 M Term Limit for Board Members For For Accept Retirement of Helmut Novartis AG H5820Q150 02/28/06 Annual 6.1 M Sihler as Director For For Novartis AG H5820Q150 02/28/06 Annual 6.2.a M Reelect Srikant Datar as Director For For Novartis AG H5820Q150 02/28/06 Annual 6.2.b M Reelect William George as Director For For Reelect Wendelin Wiedeking as Novartis AG H5820Q150 02/28/06 Annual 6.2.c M Director For For Reelect Rolf Zinkernagel as Novartis AG H5820Q150 02/28/06 Annual 6.2.d M Director For For Elect Andreas von Planta as Novartis AG H5820Q150 02/28/06 Annual 6.3 M Director For For Ratify PricewaterhouseCoopers AG Novartis AG H5820Q150 02/28/06 Annual 7 M as Auditors For For Approve Financial Statements and Axa (Formerly Axa-Uap) F06106102 05/04/06 Annual/Spe1 M Statutory Reports For For Accept Consolidated Financial Axa (Formerly Axa-Uap) F06106102 05/04/06 Annual/Spe2 M Statements and Statutory Reports For For Approve Allocation of Income and Axa (Formerly Axa-Uap) F06106102 05/04/06 Annual/Spe3 M Dividends of EUR 0.88 per Share For For Approve Special Auditors' Report Regarding Related-Party Axa (Formerly Axa-Uap) F06106102 05/04/06 Annual/Spe4 M Transactions For For Election of Norbert Dentressangle Axa (Formerly Axa-Uap) F06106102 05/04/06 Annual/Spe5 M as Supervisory Board Member For For Ratify PricewaterhouseCoopers Axa (Formerly Axa-Uap) F06106102 05/04/06 Annual/Spe6 M Audit as Auditor For For Ratify Patrick Frotiee as Axa (Formerly Axa-Uap) F06106102 05/04/06 Annual/Spe7 M Alternate Auditor For For Authorize Repurchase of Up to Ten Axa (Formerly Axa-Uap) F06106102 05/04/06 Annual/Spe8 M Percent of Issued Share Capital For For Approve Reduction in Share Capital via Cancellation of Axa (Formerly Axa-Uap) F06106102 05/04/06 Annual/Spe9 M Repurchased Shares For For Authorize Filling of Required Axa (Formerly Axa-Uap) F06106102 05/04/06 Annual/Spe10 M Documents/Other Formalities For For ABB Ltd. H0010V101 05/04/06 Annual 1 M Share Re-registration Consent For For Receive Financial Statements and ABB Ltd. H0010V101 05/04/06 Annual 1 M Statutory Reports None None Accept Financial Statements and ABB Ltd. H0010V101 05/04/06 Annual 2 M Statutory Reports For For Approve Discharge of Board and ABB Ltd. H0010V101 05/04/06 Annual 3 M Senior Management For For Approve Allocation of Income and ABB Ltd. H0010V101 05/04/06 Annual 4 M Dividends of CHF 0.12 per Share For For Reelect Roger Agnelli, Juergen Dormann, Louis Hughes, Hans Maerki, Michel de Rosen, Michael Treschow, Bernd Voss, and Jacob ABB Ltd. H0010V101 05/04/06 Annual 5 M Wallenberg as Directors For For Ratify Ernst & Young AG as Auditors; Ratify OBT AG as ABB Ltd. H0010V101 05/04/06 Annual 6 M Special Auditors For For Aviva Plc (formerly Accept Financial Statements and CGNU Plc) G0683Q109 05/10/06 Annual 1 M Statutory Reports For For Aviva Plc (formerly Approve Final Dividend of 17.44 CGNU Plc) G0683Q109 05/10/06 Annual 2 M Pence Per Ordinary Share For For Aviva Plc (formerly CGNU Plc) G0683Q109 05/10/06 Annual 3 M Elect Mary Francis as Director For For Aviva Plc (formerly Re-elect Richard Harvey as CGNU Plc) G0683Q109 05/10/06 Annual 4 M Director For For Aviva Plc (formerly Re-elect Carole Piwnica as CGNU Plc) G0683Q109 05/10/06 Annual 5 M Director For For Aviva Plc (formerly CGNU Plc) G0683Q109 05/10/06 Annual 6 M Re-elect Philip Scott as Director For For Aviva Plc (formerly Re-elect Patrick Snowball as CGNU Plc) G0683Q109 05/10/06 Annual 7 M Director For For Aviva Plc (formerly CGNU Plc) G0683Q109 05/10/06 Annual 8 M Re-elect Derek Stevens as Director For For Aviva Plc (formerly Re-elect Andre Villeneuve as CGNU Plc) G0683Q109 05/10/06 Annual 9 M Director For For Aviva Plc (formerly Reappoint Ernst & Young LLP as CGNU Plc) G0683Q109 05/10/06 Annual 10 M Auditors of the Company For For Aviva Plc (formerly Authorise Board to Fix CGNU Plc) G0683Q109 05/10/06 Annual 11 M Remuneration of Auditors For For Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aviva Plc (formerly Aggregate Nominal Amount of GBP CGNU Plc) G0683Q109 05/10/06 Annual 12 M 150,000,000 For For Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aviva Plc (formerly Aggregate Nominal Amount of GBP CGNU Plc) G0683Q109 05/10/06 Annual 13 M 29,000,000 For For Aviva Plc (formerly CGNU Plc) G0683Q109 05/10/06 Annual 14 M Approve Remuneration Report For For Approve Inc. in Auth. Cap. from GBP 1,450,000,000 to GBP 1,950,000,000 and EUR 700,000,000; Auth. Issue of Equity without Pre-emptive Rights Aviva Plc (formerly up to the New Pref. Shares; and CGNU Plc) G0683Q109 05/10/06 Annual 15 M Amend Articles of Association For For Aviva Plc (formerly Authorise 239,000,000 Ordinary CGNU Plc) G0683Q109 05/10/06 Annual 16 M Shares for Market Purchase For For Authorise 100,000,000 8 3/4 Aviva Plc (formerly Percent Preference Shares for CGNU Plc) G0683Q109 05/10/06 Annual 17 M Market Purchase For For Authorise 100,000,000 8 3/8 Aviva Plc (formerly Percent Preference Shares for CGNU Plc) G0683Q109 05/10/06 Annual 18 M Market Purchase For For Prudential Plc (frm.Prudential Accept Financial Statements and Corporation Plc ) G72899100 05/18/06 Annual 1 M Statutory Reports For For Prudential Plc (frm.Prudential Corporation Plc ) G72899100 05/18/06 Annual 2 M Approve Remuneration Report For For Prudential Plc (frm.Prudential Re-elect Sir David Clementi as Corporation Plc ) G72899100 05/18/06 Annual 3 M Director For For Prudential Plc (frm.Prudential Re-elect Michael McLintock as Corporation Plc ) G72899100 05/18/06 Annual 4 M Director For For Prudential Plc (frm.Prudential Corporation Plc ) G72899100 05/18/06 Annual 5 M Re-elect Mark Norbom as Director For For Prudential Plc (frm.Prudential Re-elect Kathleen O'Donovan as Corporation Plc ) G72899100 05/18/06 Annual 6 M Director For For Prudential Plc (frm.Prudential Corporation Plc ) G72899100 05/18/06 Annual 7 M Elect Mark Tucker as Director For For Prudential Plc (frm.Prudential Corporation Plc ) G72899100 05/18/06 Annual 8 M Elect Nick Prettejohn as Director For For Prudential Plc (frm.Prudential Corporation Plc ) G72899100 05/18/06 Annual 9 M Elect Lord Turnbull as Director For For Prudential Plc (frm.Prudential Reappoint KPMG Audit Plc as Corporation Plc ) G72899100 05/18/06 Annual 10 M Auditors of the Company For For Prudential Plc (frm.Prudential Authorise Board to Fix Corporation Plc ) G72899100 05/18/06 Annual 11 M Remuneration of Auditors For For Prudential Plc (frm.Prudential Approve Final Dividend of 11.02 Corporation Plc ) G72899100 05/18/06 Annual 12 M Pence Per Ordinary Share For For Prudential Plc (frm.Prudential Approve Group Performance Share Corporation Plc ) G72899100 05/18/06 Annual 13 M Plan For For Prudential Plc (frm.Prudential Approve Business Unit Performance Corporation Plc ) G72899100 05/18/06 Annual 14 M Plan For For Prudential Plc Approve Increase in Authorised (frm.Prudential Capital from GBP 150,000,000 to Corporation Plc ) G72899100 05/18/06 Annual 15 M GBP 200,000,000 For For Authorise Issue of Equity or Equity-Linked Securities with Prudential Plc Pre-emptive Rights up to (frm.Prudential Aggregate Nominal Amount of GBP Corporation Plc ) G72899100 05/18/06 Annual 16 M 40,360,000 For For Authorise Issue of Equity or Equity-Linked Securities without Prudential Plc Pre-emptive Rights up to (frm.Prudential Aggregate Nominal Amount of GBP Corporation Plc ) G72899100 05/18/06 Annual 17 M 6,050,000 For For Prudential Plc (frm.Prudential Authorise 242,000,000 Ordinary Corporation Plc ) G72899100 05/18/06 Annual 18 M Shares for Market Purchase For For Nobel Biocare Holding Accept Consolidated Financial AG H5783Q106 05/03/06 Annual 1 M Statements and Statutory Reports For For Nobel Biocare Holding Accept Financial Statements and AG H5783Q106 05/03/06 Annual 2 M Statutory Reports For For Nobel Biocare Holding Approve Allocation of Income and AG H5783Q106 05/03/06 Annual 3 M Dividends of CHF 3.50 per Share For For Nobel Biocare Holding Approve Discharge of Board and AG H5783Q106 05/03/06 Annual 4 M Senior Management For For Authorize Repurchase of up to Ten Percent of Issued Share Capital; Authorize CHF 600 Million Transfer from General Reserves to Nobel Biocare Holding Free Reserves to Finance Share AG H5783Q106 05/03/06 Annual 5 M Repurchases For For Reelect Antoine Firmenich, Robert Nobel Biocare Holding Lilja, Jane Royston, Rolf Soiron, AG H5783Q106 05/03/06 Annual 6.1 M and Ernst Zaengerle as Directors For For Nobel Biocare Holding Elect Stig Ericsson and Domenico AG H5783Q106 05/03/06 Annual 6.2 M Scala as Directors For For Nobel Biocare Holding AG H5783Q106 05/03/06 Annual 6.3 M Ratify KPMG Fides Peat as Auditors For For Ladbrokes PLC (formerly Hilton Group Approve Sale of Hilton PLC) G45098103 01/27/06 Special 1 M International Hotels Division For For Ladbrokes PLC (formerly Hilton Group Change Company Name to Ladbrokes PLC) G45098103 01/27/06 Special 2 M plc For For Unilever Receive Report of Management N.V. N8981F156 05/08/06 05/01/06 Annual 1 M Board and Remuneration Committee None None Unilever Approve Financial Statements and N.V. N8981F156 05/08/06 05/01/06 Annual 2 M Allocation of Income For For Unilever Approve Discharge of Executive N.V. N8981F156 05/08/06 05/01/06 Annual 3 M Directors For For Unilever Approve Discharge of N.V. N8981F156 05/08/06 05/01/06 Annual 4 M Non-Executive Directors For For Approve Share Equalization; Amend Articles Re: Euro Conversion, Share Split, and Unilever Dematerialization; Amend N.V. N8981F156 05/08/06 05/01/06 Annual 5a M Equalization Agreement For For Unilever Amend Articles Re: Change Board N.V. N8981F156 05/08/06 05/01/06 Annual 5b M Nomination Procedure For For Unilever N.V. N8981F156 05/08/06 05/01/06 Annual 5c M Amend Deed of Mutual Covenants For For Unilever Reelect P.J. Cescau as Executive N.V. N8981F156 05/08/06 05/01/06 Annual 6a M Director For For Unilever Reelect C.J. van der Graaf as N.V. N8981F156 05/08/06 05/01/06 Annual 6b M Executive Director For For Unilever Reelect R.D. Kugler as Executive N.V. N8981F156 05/08/06 05/01/06 Annual 6c M Director For For Unilever Reelect R.H.P. Markham as N.V. N8981F156 05/08/06 05/01/06 Annual 6d M Executive Director For For Unilever Reelect A. Burgmans as N.V. N8981F156 05/08/06 05/01/06 Annual 7a M Non-Executive Director For For Reelect The Rt Hon The Lord Unilever Brittan of Spennithorne as N.V. N8981F156 05/08/06 05/01/06 Annual 7b M Non-Executive Director For For Reelect The Rt Hon The Baroness Unilever Chalker of Wallasey QC, DL as N.V. N8981F156 05/08/06 05/01/06 Annual 7c M Non-Executive Director For For Unilever Reelect W. Dik as Non-Executive N.V. N8981F156 05/08/06 05/01/06 Annual 7d M Director For For Unilever Reelect Lord Simon of Highbury N.V. N8981F156 05/08/06 05/01/06 Annual 7e M CBE as Non-Executive Director For For Unilever Reelect J. van der Veer as N.V. N8981F156 05/08/06 05/01/06 Annual 7f M Non-Executive Director For For Unilever Elect C.E. Golden as N.V. N8981F156 05/08/06 05/01/06 Annual 7g M Non-Executive Director For For Unilever Elect B.E. Grote as Non-Executive N.V. N8981F156 05/08/06 05/01/06 Annual 7h M Director For For Unilever Elect J-C. Spinetta as N.V. N8981F156 05/08/06 05/01/06 Annual 7i M Non-Executive Director For For Unilever Elect K.J. Storm as Non-Executive N.V. N8981F156 05/08/06 05/01/06 Annual 7j M Director For For Unilever Approve Remuneration as N.V. N8981F156 05/08/06 05/01/06 Annual 8 M Non-Executive Directors For For Unilever Ratify PricewaterhouseCoopers N.V. N8981F156 05/08/06 05/01/06 Annual 9 M Accountants N.V. as Auditors For For Grant Board Authority to Issue Authorized yet Unissued Shares Restricting/Excluding Preemptive Rights up to 10 Percent of Issued Share Capital (20 Percent in Unilever Connection with Merger of N.V. N8981F156 05/08/06 05/01/06 Annual 10 M Acquisition) For For Unilever Authorize Repurchase of Up to Ten N.V. N8981F156 05/08/06 05/01/06 Annual 11 M Percent of Issued Share Capital For For Unilever N.V. N8981F156 05/08/06 05/01/06 Annual 12 M Allow Questions None None BP PLC (Form. Bp Accept Financial Statements and Amoco Plc ) G12793181 04/20/06 Annual 1 M Statutory Reports For For BP PLC (Form. Bp Amoco Plc ) G12793181 04/20/06 Annual 2 M Approve Remuneration Report For For BP PLC (Form. Bp Amoco Plc ) G12793181 04/20/06 Annual 3 M Re-elect David Allen as Director For For BP PLC (Form. Bp Re-elect Lord Browne of Madingley Amoco Plc ) G12793181 04/20/06 Annual 4 M as Director For For BP PLC (Form. Bp Amoco Plc ) G12793181 04/20/06 Annual 5 M Re-elect John Bryan as Director For For BP PLC (Form. Bp Re-elect Antony Burgmans as Amoco Plc ) G12793181 04/20/06 Annual 6 M Director For For BP PLC (Form. Bp Amoco Plc ) G12793181 04/20/06 Annual 7 M Re-elect Iain Conn as Director For For BP PLC (Form. Bp Re-elect Errol Davis Jr. as Amoco Plc ) G12793181 04/20/06 Annual 8 M Director For For BP PLC (Form. Bp Amoco Plc ) G12793181 04/20/06 Annual 9 M Re-elect Douglas Flint as Director For For BP PLC (Form. Bp Amoco Plc ) G12793181 04/20/06 Annual 10 M Re-elect Byron Grote as Director For For BP PLC (Form. Bp Re-elect Anthony Hayward as Amoco Plc ) G12793181 04/20/06 Annual 11 M Director For For BP PLC (Form. Bp Amoco Plc ) G12793181 04/20/06 Annual 12 M Re-elect DeAnne Julius as Director For For BP PLC (Form. Bp Re-elect Sir Tom McKillop as Amoco Plc ) G12793181 04/20/06 Annual 13 M Director For For BP PLC (Form. Bp Amoco Plc ) G12793181 04/20/06 Annual 14 M Re-elect John Manzoni as Director For For BP PLC (Form. Bp Amoco Plc ) G12793181 04/20/06 Annual 15 M Re-elect Walter Massey as Director For For BP PLC (Form. Bp Re-elect Sir Ian Prosser as Amoco Plc ) G12793181 04/20/06 Annual 16 M Director For For BP PLC (Form. Bp Re-elect Michael Wilson as Amoco Plc ) G12793181 04/20/06 Annual 17 M Director For For BP PLC (Form. Bp Re-elect Peter Sutherland as Amoco Plc ) G12793181 04/20/06 Annual 18 M Director For For Reappoint Ernst & Young LLP as BP PLC (Form. Bp Auditors and Authorise the Board Amoco Plc ) G12793181 04/20/06 Annual 19 M to Determine Their Remuneration For For BP PLC (Form. Bp Authorise 2,000,000,000 Ordinary Amoco Plc ) G12793181 04/20/06 Annual 20 M Shares for Market Purchase For For Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to BP PLC (Form. Bp Aggregate Nominal Amount of USD Amoco Plc ) G12793181 04/20/06 Annual 21 M 1,690,000,000 For For Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to BP PLC (Form. Bp Aggregate Nominal Amount of USD Amoco Plc ) G12793181 04/20/06 Annual 22 M 253,000,000 For For Telecom Italia Spa.( Accept Financial Statements and formerly Olivetti Spa Statutory Reports for the Fiscal ) T92778108 04/12/06 04/10/06 Annual 1 M Year 2005 For For Telecom Italia Spa.( formerly Olivetti Spa Appoint Internal Statutory ) T92778108 04/12/06 04/10/06 Annual 2 M Auditors For For Telecom Italia Spa.( formerly Olivetti Spa Fix the Number of Internal ) T92778108 04/12/06 04/10/06 Annual 3 M Statutory Auditors For For Telecom Italia Spa.( Elect Effective Internal formerly Olivetti Spa Statutory Auditors and their ) T92778108 04/12/06 04/10/06 Annual 4 M Substitutes For For Telecom Italia Spa.( formerly Olivetti Spa Appoint Chairman of Internal ) T92778108 04/12/06 04/10/06 Annual 5 M Statutory Auditors For For Telecom Italia Spa.( formerly Olivetti Spa ) T92778108 04/12/06 04/10/06 Annual 6 M Approve Remuneration of Auditors For For Telecom Italia Spa.( formerly Olivetti Spa Deliberations Related to the ) T92778108 04/12/06 04/10/06 Annual 7 M Discharge of Two Directors For For Telecom Italia Spa.( Authorize Share Repurchase formerly Olivetti Spa Program and Reissuance of ) T92778108 04/12/06 04/10/06 Annual 8 M Repurchased Shares For For Telecom Italia Spa.( Modify Duty of External Auditors formerly Olivetti Spa for the last Fiscal Year of the ) T92778108 04/12/06 04/10/06 Annual 9 M Three-Year Term 2004-2006 For For Receive Board and Management Swiss Reinsurance Presentation on Swiss Re's (Schweizerische Acquisition of GE Insurance Rueckversicherungs) H84046137 02/27/06 Special 1 M Solutions Corporation (Non-Voting) None None Swiss Reinsurance Approve Issuance of Shares up to (Schweizerische Aggregate Nominal Value of CHF Rueckversicherungs) H84046137 02/27/06 Special 2.1 M 6.0 Million to General Electric For For Swiss Reinsurance Approve Issuance of Shares with (Schweizerische Preemptive Rights up to Aggregate Rueckversicherungs) H84046137 02/27/06 Special 2.2 M Nominal Value of CHF 3.0 Million For For Approve Issuance of Convertible Bonds to General Electric; Swiss Reinsurance Approve Creation of EUR 900,000 (Schweizerische Pool of Capital to Guarantee Rueckversicherungs) H84046137 02/27/06 Special 2.3 M Conversion Rights For For Approve Issuance of Convertible Bonds without Preemptive Rights; Swiss Reinsurance Approve EUR 1.1 Million Increase (Schweizerische in Pool of Capital to Guarantee Rueckversicherungs) H84046137 02/27/06 Special 2.4 M Conversion Rights For For Swiss Reinsurance (Schweizerische Rueckversicherungs) H84046137 02/27/06 Special 3.1.1 M Elect John Coomber as Director For For Swiss Reinsurance (Schweizerische Rueckversicherungs) H84046137 02/27/06 Special 3.1.2 M Elect Dennis Dammerman as Director For For Appoint OBT AG as Special Swiss Reinsurance Auditors to Examine Capital (Schweizerische Increase and Contribution in Kind Rueckversicherungs) H84046137 02/27/06 Special 3.2 M of GE Insurance For For Lvmh Moet Hennessy Louis Accept Consolidated Financial Vuitton F58485115 05/11/06 Annual/Spe1 M Statements and Statutory Reports For For Lvmh Moet Hennessy Louis Approve Financial Statements and Vuitton F58485115 05/11/06 Annual/Spe2 M Discharge Directors For For Lvmh Moet Hennessy Approve Special Auditors' Report Louis Regarding Related-Party Vuitton F58485115 05/11/06 Annual/Spe3 M Transactions For Abstain Lvmh Moet Hennessy Louis Approve Allocation of Income and Vuitton F58485115 05/11/06 Annual/Spe4 M Dividends of EUR 1.15 per Share For For Lvmh Moet Hennessy Louis Approve Standard Accounting Vuitton F58485115 05/11/06 Annual/Spe5 M Transfers For For Lvmh Moet Hennessy Louis Reelect Antoine Bernheim as Vuitton F58485115 05/11/06 Annual/Spe6 M Director For Against Lvmh Moet Hennessy Louis Vuitton F58485115 05/11/06 Annual/Spe7 M Reelect Albert Frere as Director For Against Lvmh Moet Hennessy Louis Vuitton F58485115 05/11/06 Annual/Spe8 M Reelect Pierre Gode as Director For Against Lvmh Moet Hennessy Louis Reelect Arnaud Lagardere as Vuitton F58485115 05/11/06 Annual/Spe9 M Director For Against Lvmh Moet Hennessy Louis Reelect Lord Powell of Bayswater Vuitton F58485115 05/11/06 Annual/Spe10 M as Director For Against Lvmh Moet Hennessy Louis Vuitton F58485115 05/11/06 Annual/Spe11 M Elect Antoine Arnault as Director For Against Lvmh Moet Hennessy Louis Authorize Repurchase of Up to Ten Vuitton F58485115 05/11/06 Annual/Spe12 M Percent of Issued Share Capital For For Lvmh Moet Hennessy Approve Reduction in Share Louis Capital via Cancellation of Vuitton F58485115 05/11/06 Annual/Spe13 M Repurchased Shares For For Lvmh Moet Hennessy Louis Approve Issuance of of up to EUR Vuitton F58485115 05/11/06 Annual/Spe14 M 30 Million for Qualified Investors For For Lvmh Moet Hennessy Louis Vuitton F58485115 05/11/06 Annual/Spe15 M Approve Stock Option Plans Grants For Against Lvmh Moet Hennessy Louis Approve Employee Savings-Related Vuitton F58485115 05/11/06 Annual/Spe16 M Share Purchase Plan For For Lvmh Moet Hennessy Amend Articles of Association to Louis Reflect Legal Changes and Modify Vuitton F58485115 05/11/06 Annual/Spe17 M Directors'Age Limit For Against Receive Financial Statements and Volkswagen AG (VW) D94523145 05/03/06 04/12/06 Annual 1 M Statutory Reports None None Approve Allocation of Income and Dividends of EUR 1.15 per Common Share and EUR 1.21 per Preference Volkswagen AG (VW) D94523145 05/03/06 04/12/06 Annual 2 M Share For For Approve Discharge of Management Board for Fiscal 2005; Approve Postponing the Discharge of Management Board Member Peter Volkswagen AG (VW) D94523145 05/03/06 04/12/06 Annual 3 M Hartz For For Approve Discharge of Supervisory Board for Fiscal 2005; Approve Postponing the Discharge of Supervisory Board Members Klaus Volkert, Xavier Meier and Guenter Volkswagen AG (VW) D94523145 05/03/06 04/12/06 Annual 4 M Lenz For For Elect Hans Gaul, Juergen Grossman, Holger Harter, Heinrich v. Pierer and Wendelin Wiedeking Volkswagen AG (VW) D94523145 05/03/06 04/12/06 Annual 5 M to the Supervisory Board For Against Approve Creation of EUR 130 Million Pool of Capital without Volkswagen AG (VW) D94523145 05/03/06 04/12/06 Annual 6 M Preemptive Rights For For Authorize Share Repurchase Program and Reissuance of Volkswagen AG (VW) D94523145 05/03/06 04/12/06 Annual 7 M Repurchased Shares For For Ratify PricewaterhouseCoopers AG Volkswagen AG (VW) D94523145 05/03/06 04/12/06 Annual 8 M as Auditors for Fiscal 2006 For For Receive Financial Statements and Deutsche Telekom AG D2035M136 05/03/06 Annual 1 M Statutory Reports for Fiscal 2005 None None Approve Allocation of Income and Deutsche Telekom AG D2035M136 05/03/06 Annual 2 M Dividends of EUR 0.72 per Share For For Approve Discharge of Management Deutsche Telekom AG D2035M136 05/03/06 Annual 3 M Board for Fiscal 2005 For For Approve Discharge of Supervisory Deutsche Telekom AG D2035M136 05/03/06 Annual 4 M Board for Fiscal 2005 For For Ratify PricewaterhouseCoopers Aktiengesellschaft and Ernst & Young AG as Auditors for Fiscal Deutsche Telekom AG D2035M136 05/03/06 Annual 5 M 2006 For For Authorize Share Repurchase Program and Reissuance of Deutsche Telekom AG D2035M136 05/03/06 Annual 6 M Repurchased Shares For For Approve Employee Stock Purchase Plan; Approve Creation of EUR 38.4 Million Pool of Capital for Deutsche Telekom AG D2035M136 05/03/06 Annual 7 M Employee Stock Purchase Plan For For Approve Spin-Off and Share Transfer Agreement of Marketing/Business Sales/Business Deutsche Telekom AG D2035M136 05/03/06 Annual 8 M Services For For Approve Affiliation Agreement with Subsidiary SCS Deutsche Telekom AG D2035M136 05/03/06 Annual 9 M Personalberatung GmbH For For Approve Affiliation Agreement with Subsidiary Caspar Deutsche Telekom AG D2035M136 05/03/06 Annual 10 M Telekommunikationsdienste GmbH For For Approve Affiliation Agreement with Subsidiary Melchior Deutsche Telekom AG D2035M136 05/03/06 Annual 11 M Telekommunikationsdienste GmbH For For Approve Affiliation Agreement with Subsidiary Balthasar Deutsche Telekom AG D2035M136 05/03/06 Annual 12 M Telekommunikationsdienste GmbH For For Approve Affiliation Agreement with Subsidiary T-Com Deutsche Telekom AG D2035M136 05/03/06 Annual 13 M Innovationsgesellschaft For For Amend Articles Re: Calling of and Registration for Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of Deutsche Telekom AG D2035M136 05/03/06 Annual 14 M the Right of Avoidance) For For Elect Thomas Mirow to the Deutsche Telekom AG D2035M136 05/03/06 Annual 15 M Supervisory Board For Against Elect Ingrid Matthaeus-Maierto Deutsche Telekom AG D2035M136 05/03/06 Annual 16 M the Supervisory Board For Against Elect Mathias Doepfner to the Deutsche Telekom AG D2035M136 05/03/06 Annual 17 M Supervisory Board For For Elect Wulf von Schimmelmann to Deutsche Telekom AG D2035M136 05/03/06 Annual 18 M the Supervisory Board For Against Elect Hubertus von Gruenberg to Deutsche Telekom AG D2035M136 05/03/06 Annual 19 M the Supervisory Board For For Elect Bernhard Walter to the Deutsche Telekom AG D2035M136 05/03/06 Annual 20 M Supervisory Board For For E.ON AG (formerly Veba Receive Financial Statements and Ag) D24909109 05/04/06 04/13/06 Annual 1 M Statutory Reports None None Approve Allocation of Income and an Ordinary Dividends of EUR 2.75 E.ON AG (formerly Veba per Share and Bonus Dividend of Ag) D24909109 05/04/06 04/13/06 Annual 2 M EUR 4.25 per Share For For E.ON AG (formerly Veba Approve Discharge of Management Ag) D24909109 05/04/06 04/13/06 Annual 3 M Board for Fiscal 2005 For For E.ON AG (formerly Veba Approve Discharge of Supervisory Ag) D24909109 05/04/06 04/13/06 Annual 4 M Board for Fiscal 2005 For For Authorize Share Repurchase E.ON AG (formerly Veba Program and Reissuance of Ag) D24909109 05/04/06 04/13/06 Annual 5 M Repurchased Shares For For Approve Affiliation Agreements E.ON AG (formerly Veba with Subsidiary E.ON Zwoelfte Ag) D24909109 05/04/06 04/13/06 Annual 6 M Verwaltungs GmbH For For Approve Affiliation Agreements E.ON AG (formerly Veba with Subsidiary E.ON Dreizehnte Ag) D24909109 05/04/06 04/13/06 Annual 7 M Verwaltungs GmbH For For Amend Articles Re: Conducting of Shareholder Meetings due to New German Legislation (Law on Company Integrity and E.ON AG (formerly Veba Modernization of the Right of Ag) D24909109 05/04/06 04/13/06 Annual 8 M Avoidance) For For E.ON AG (formerly Veba Ratify PricewaterhouseCoopers AG Ag) D24909109 05/04/06 04/13/06 Annual 9 M as Auditors for Fiscal 2006 For For Novo Nordisk A/S K7314N145 03/08/06 03/02/06 Annual 1 M Receive Report of Board None None Approve Financial Statements Novo Nordisk Including Remuneration of the A/S K7314N145 03/08/06 03/02/06 Annual 2 M Board of Directors For For Novo Nordisk A/S K7314N145 03/08/06 03/02/06 Annual 3 M Approve Allocation of Income For For Reelect Sten Scheibye, Goeran Ando, Kurt Briner, Henrik Guertler, Niels Jacobsen, Kurt Novo Nordisk Anker Nielsen, and Joergen Wedel A/S K7314N145 03/08/06 03/02/06 Annual 4 M to the Supervisory Board For For Novo Nordisk Re-elect PricewaterhouseCoopers A/S K7314N145 03/08/06 03/02/06 Annual 5 M as Auditors For For Approve DKK 35,468,320 Reduction Novo Nordisk in Share Capital via Cancellation A/S K7314N145 03/08/06 03/02/06 Annual 6 M of B Shares For For Amend Articles Re: Allow the Company's Shareholder Meetings to Be Conducted in English while Novo Nordisk Ensuring Danish Shareholders Can A/S K7314N145 03/08/06 03/02/06 Annual 7 M Participate in Danish For For Novo Nordisk Authorize Repurchase of Up to Ten A/S K7314N145 03/08/06 03/02/06 Annual 8 M Percent of Issued Share Capital For For Novo Nordisk A/S K7314N145 03/08/06 03/02/06 Annual 9 M Other Business (Non-Voting) None None Approve Financial Statements and Bouygues SA F11487125 04/27/06 Annual/Spe1 M Discharge Directors For For Accept Consolidated Financial Bouygues SA F11487125 04/27/06 Annual/Spe2 M Statements and Statutory Reports For For Approve Allocation of Income and Dividends of EUR 0.90 per Share Bouygues SA F11487125 04/27/06 Annual/Spe3 M or Investment Certificate For For Approve Accounting Transfer from Special Long-Term Capital Gains Reserve Account to Other Reserves Bouygues SA F11487125 04/27/06 Annual/Spe4 M Account For For Approve Special Auditors' Report Regarding Related-Party Bouygues SA F11487125 04/27/06 Annual/Spe5 M Transactions For Abstain Ratify Appointment of Patricia Bouygues SA F11487125 04/27/06 Annual/Spe6 M Barbizet as Director For Against Ratify Appointment of Francois-Jean-Henri Pinault as Bouygues SA F11487125 04/27/06 Annual/Spe7 M Director For Against Reelect Martin Bouygues as Bouygues SA F11487125 04/27/06 Annual/Spe8 M Director For Against Reelect Monique Bouygues as Bouygues SA F11487125 04/27/06 Annual/Spe9 M Director For Against Reelect Georges Chodron de Bouygues SA F11487125 04/27/06 Annual/Spe10 M Courcel as Director For Against Elect Francois Bertiere as Bouygues SA F11487125 04/27/06 Annual/Spe11 M Director For Against Change Location of Registered Bouygues SA F11487125 04/27/06 Annual/Spe12 M Office For For Authorize Repurchase of Up to Ten Percent of Issued Share Capital Bouygues SA F11487125 04/27/06 Annual/Spe13 M or Investment Certificates For For Approve Issuance of Free Warrants Up to an Aggregate Nominal Amount of EUR 150 Million During a Bouygues SA F11487125 04/27/06 Annual/Spe14 M Takeover For Against Approve Conversion of Investment Certificates and Voting Certificates into Ordinary Shares Pursuant to Approval of Conversion of Investment Certificates and Voting Certificates into Ordinary Shares by Special Meeting for Holders of Bouygues SA F11487125 04/27/06 Annual/Spe15 M Voting Certificates For For Authorize Board to Increase Bouygues SA F11487125 04/27/06 Annual/Spe16 M Capital During Takeover For Against Approve Issuance of Free Warrants Up to an Aggregate Nominal Amount of EUR 150 Million During a Bouygues SA F11487125 04/27/06 Annual/Spe17 M Takeover For Against Approve Reduction in Share Capital via Cancellation of Bouygues SA F11487125 04/27/06 Annual/Spe18 M Repurchased Shares For For Approve Issuance of Preference Shares without Voting Rights Up to an Aggregate Nominal Amount of Bouygues SA F11487125 04/27/06 Annual/Spe19 M EUR 10 Million For Against Amend Articles of Association Re: Bouygues SA F11487125 04/27/06 Annual/Spe20 M Term of Mandate for Censors For For Authorize Filling of Required Bouygues SA F11487125 04/27/06 Annual/Spe21 M Documents/Other Formalities For For Gazprom OAO 368287207 06/30/06 05/12/06 Annual 1 M Approve Annual Report For For Gazprom OAO 368287207 06/30/06 05/12/06 Annual 2 M Approve Financial Statements For For Gazprom OAO 368287207 06/30/06 05/12/06 Annual 3 M Approve Allocation of Income For For Approve Dividends of RUB 1.50 Per Gazprom OAO 368287207 06/30/06 05/12/06 Annual 4 M Share For For Approve Remuneration of Directors Gazprom OAO 368287207 06/30/06 05/12/06 Annual 5 M and Members of Audit Commission For Against Ratify CJSC PricewaterhouseCoopers Audit as Gazprom OAO 368287207 06/30/06 05/12/06 Annual 6 M Auditor For For Shareholder Proposal: Change Size of Board of Directors from 11 to Gazprom OAO 368287207 06/30/06 05/12/06 Annual 7 S 15 Directors AgainstAgainst Gazprom OAO 368287207 06/30/06 05/12/06 Annual 8 M Amend Charter For For Gazprom OAO 368287207 06/30/06 05/12/06 Annual 9 M Approve Related-Party Transactions For For Gazprom OAO 368287207 06/30/06 05/12/06 Annual 10.1 M Elect Andrey Akimov as Director None Withhol Elect Alexander Ananenkov as Gazprom OAO 368287207 06/30/06 05/12/06 Annual 10.2 M Director For Withhol Gazprom OAO 368287207 06/30/06 05/12/06 Annual 10.3 M Elect Kirill Androsov as Director None Withhol Elect Burkhard Bergmann as Gazprom OAO 368287207 06/30/06 05/12/06 Annual 10.4 M Director None Withhol Gazprom OAO 368287207 06/30/06 05/12/06 Annual 10.5 M Elect Matthias Varnig as Director None Withhol Gazprom OAO 368287207 06/30/06 05/12/06 Annual 10.6 M Elect Farit Gazizullin as Director None Withhol Gazprom OAO 368287207 06/30/06 05/12/06 Annual 10.7 M Elect Sergey Glazer as Director None For Gazprom OAO 368287207 06/30/06 05/12/06 Annual 10.8 M Elect German Gref as Director None Withhol Gazprom OAO 368287207 06/30/06 05/12/06 Annual 10.9 M Elect Elena Karpel as Director For Withhol Gazprom OAO 368287207 06/30/06 05/12/06 Annual 10.10 M Elect Vadim Kleiner as Director None For Elect Vladimir Kuznetsov as Gazprom OAO 368287207 06/30/06 05/12/06 Annual 10.11 M Director None Withhol Gazprom OAO 368287207 06/30/06 05/12/06 Annual 10.12 M Elect Dmitry Medvedev as Director None Withhol Gazprom OAO 368287207 06/30/06 05/12/06 Annual 10.13 M Elect Yury Medvedev as Director None Withhol Gazprom OAO 368287207 06/30/06 05/12/06 Annual 10.14 M Elect Alexey Miller as Director For Withhol Gazprom OAO 368287207 06/30/06 05/12/06 Annual 10.15 M Elect Yury Neyolov as Director None Withhol Gazprom OAO 368287207 06/30/06 05/12/06 Annual 10.16 M Elect Sergey Naryshkin as Director None Withhol Gazprom OAO 368287207 06/30/06 05/12/06 Annual 10.17 M Elect Sergey Oganesian as Director None Withhol Gazprom OAO 368287207 06/30/06 05/12/06 Annual 10.18 M Elect Charles Rayan as Director None Withhol Elect Alexander Ryazanov as Gazprom OAO 368287207 06/30/06 05/12/06 Annual 10.19 M Director None Withhol Gazprom OAO 368287207 06/30/06 05/12/06 Annual 10.20 M Elect Mikhail Sereda as Director For Withhol Gazprom OAO 368287207 06/30/06 05/12/06 Annual 10.21 M Elect Boris Fedorov as Director None Withhol Gazprom OAO 368287207 06/30/06 05/12/06 Annual 10.22 M Elect Bob Foresman as Director None Withhol Elect Victor Khristenko as Gazprom OAO 368287207 06/30/06 05/12/06 Annual 10.23 M Director None Withhol Elect Alexander Shokhin as Gazprom OAO 368287207 06/30/06 05/12/06 Annual 10.24 M Director None Withhol Elect Ilya Shcherbovich as Gazprom OAO 368287207 06/30/06 05/12/06 Annual 10.25 M Director None Withhol Gazprom OAO 368287207 06/30/06 05/12/06 Annual 10.26 M Elect Igor Yusufov as Director None Withhol Elect Dmitry Arkhipov as Member Gazprom OAO 368287207 06/30/06 05/12/06 Annual 11.1 M of Audit Commission For For Elect Vadim Bikulov as Member of Gazprom OAO 368287207 06/30/06 05/12/06 Annual 11.2 M Audit Commission For For Elect Ludmila Bulycheva as Member Gazprom OAO 368287207 06/30/06 05/12/06 Annual 11.3 M of Audit Commission For Withhol Elect Vitaly Burtolikov as Member Gazprom OAO 368287207 06/30/06 05/12/06 Annual 11.4 M of Audit Commission For Withhol Elect Denis Volkov as Member of Gazprom OAO 368287207 06/30/06 05/12/06 Annual 11.5 M Audit Commission For Withhol Elect Nikolay Volkov as Member of Gazprom OAO 368287207 06/30/06 05/12/06 Annual 11.6 M Audit Commission For Withhol Elect Alexander Gladkov as Member Gazprom OAO 368287207 06/30/06 05/12/06 Annual 11.7 M of Audit Commission For Withhol Elect Raphael Ishutin as Member Gazprom OAO 368287207 06/30/06 05/12/06 Annual 11.8 M of Audit Commission For For Elect Nina Lobanova as Member of Gazprom OAO 368287207 06/30/06 05/12/06 Annual 11.9 M Audit Commission For For Elect Oleg Malgin as Member of Gazprom OAO 368287207 06/30/06 05/12/06 Annual 11.10 M Audit Commission For For Elect Vladislav Sinyov as Member Gazprom OAO 368287207 06/30/06 05/12/06 Annual 11.11 M of Audit Commission For Withhol Elect Svetlana Stefanenko as Gazprom OAO 368287207 06/30/06 05/12/06 Annual 11.12 M Member of Audit Commission For Withhol Elect Yury Shubin as Member of Gazprom OAO 368287207 06/30/06 05/12/06 Annual 11.13 M Audit Commission For Withhol Approve Financial Statements and L'Oreal F58149133 04/25/06 Annual/Spe1 M Statutory Reports For For Accept Consolidated Financial L'Oreal F58149133 04/25/06 Annual/Spe2 M Statements and Statutory Reports For For Approve Allocation of Income and L'Oreal F58149133 04/25/06 Annual/Spe3 M Dividends of EUR 1 per Share For For Approve Accounting Transfer from Special Long-Term Capital Gains Reserve Account to Other Reserves L'Oreal F58149133 04/25/06 Annual/Spe4 M Account For For Approve Special Auditors' Report Regarding Related-Party L'Oreal F58149133 04/25/06 Annual/Spe5 M Transactions For For Reelect Lindsay Owen-Jones as L'Oreal F58149133 04/25/06 Annual/Spe6 M Director For Against Reelect Francisco Castaner Basco L'Oreal F58149133 04/25/06 Annual/Spe7 M as Director For Against Reelect Xavier Fontanet as L'Oreal F58149133 04/25/06 Annual/Spe8 M Director For For Reelect Marc Ladreit de L'Oreal F58149133 04/25/06 Annual/Spe9 M Lacharriere as Director For For L'Oreal F58149133 04/25/06 Annual/Spe10 M Reelect Frank Riboud as Director For Against L'Oreal F58149133 04/25/06 Annual/Spe11 M Reelect Jean-Paul Agon as Director For Against Authorize Repurchase of Up to Ten L'Oreal F58149133 04/25/06 Annual/Spe12 M Percent of Issued Share Capital For For L'Oreal F58149133 04/25/06 Annual/Spe13 M Approve Stock Option Plans Grants For Against Approve Employee Savings-Related L'Oreal F58149133 04/25/06 Annual/Spe14 M Share Purchase Plan For For Approve Reduction in Share Capital via Cancellation of L'Oreal F58149133 04/25/06 Annual/Spe15 M Repurchased Shares For For Amend Articles of Association Re: Attend Board Meetings by Way of Videoconference and of L'Oreal F58149133 04/25/06 Annual/Spe16 M Telecommunication For For Authorize Filling of Required L'Oreal F58149133 04/25/06 Annual/Spe17 M Documents/Other Formalities For For Receive Financial Statements and Daimlerchrysler AG D1668R123 04/12/06 Annual 1 M Statutory Reports None None Approve Allocation of Income and Daimlerchrysler AG D1668R123 04/12/06 Annual 2 M Dividends of EUR 1.50 per Share For For Approve Discharge of Management Daimlerchrysler AG D1668R123 04/12/06 Annual 3 M Board for Fiscal 2005 For For Approve Discharge of Supervisory Daimlerchrysler AG D1668R123 04/12/06 Annual 4 M Board for Fiscal 2005 For For Ratify KPMG Treuhand-Gesellschaft Aktiengesellschaft as Auditors Daimlerchrysler AG D1668R123 04/12/06 Annual 5 M for Fiscal 2006 For For Authorize Share Repurchase Program and Reissuance of Daimlerchrysler AG D1668R123 04/12/06 Annual 6 M Repurchased Shares For For Elect Manfred Bischoff to the Daimlerchrysler AG D1668R123 04/12/06 Annual 7 M Supervisory Board For For Amend Articles Re: Conducting of Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Daimlerchrysler AG D1668R123 04/12/06 Annual 8 M Avoidance) For For Authorize Special Audit of Smart Brand Business; Appoint Michael Daimlerchrysler AG D1668R123 04/12/06 Annual 9 S Wahlscheidt as Special Auditor AgainstAgainst Authorize Special Audit of Maybach Brand Business; Appoint Michael Wahlscheidt as Special Daimlerchrysler AG D1668R123 04/12/06 Annual 10 S Auditor AgainstAgainst Portugal Telecom, Elect General Meeting Co-chairman SGPS, S.A. X6769Q104 04/21/06 Annual 1 M in Light of Resignation For Accept Financial Statements and Portugal Telecom, Statutory Reports for Fiscal Year SGPS, S.A. X6769Q104 04/21/06 Annual 2 M Ended Dec. 31, 2005 For Accept Consolidated Financial Statements and Statutory Reports Portugal Telecom, for Fiscal Year Ended Dec. 31, SGPS, S.A. X6769Q104 04/21/06 Annual 3 M 2005 For Portugal Telecom, SGPS, S.A. X6769Q104 04/21/06 Annual 4 M Approve Allocation of Income For Ratify the Appointment of One Portugal Telecom, Board Member for the Completion SGPS, S.A. X6769Q104 04/21/06 Annual 5 M of the 2003-2005 Term For Portugal Telecom, Approve Discharge of Management SGPS, S.A. X6769Q104 04/21/06 Annual 6 M and Supervisory Board For Authorize Share Repurchase Portugal Telecom, Program and Reissuance of SGPS, S.A. X6769Q104 04/21/06 Annual 7 M Repurchased Shares For Approve up to EUR 33.865 Million Reduction in Capital through the Cancellation of 33.865 Million Portugal Telecom, Shares and Consequent Amendment SGPS, S.A. X6769Q104 04/21/06 Annual 8 M to Article 4 For Portugal Telecom, SGPS, S.A. X6769Q104 04/21/06 Annual 9 M Amend Article 13, Section 5 For Approve Increase in Capital by EUR 338.656 Million through the Incorporation of EUR 91.7 Million of Issuance Premiums, Legal Reserve of EUR 121.5 Million, and Special Reserve of EUR 125.4 Portugal Telecom, Million; Increase the Nominal SGPS, S.A. X6769Q104 04/21/06 Annual 10 M Value to EUR 1.30 and Amend Bylaws For Approve Reduction in Capital to EUR 395 Million through the Portugal Telecom, Reduction in Nominal Value of EUR SGPS, S.A. X6769Q104 04/21/06 Annual 11 M 0.35 and Amend Bylaws Accordingly For Approve Terms and Conditions of a Portugal Telecom, Possible Convertible Debenture SGPS, S.A. X6769Q104 04/21/06 Annual 12 M Issuance For Approve Elimination of Preemptive Portugal Telecom, Rights Pursuant to the Possible SGPS, S.A. X6769Q104 04/21/06 Annual 13 M Convertible Debenture Issuance For Portugal Telecom, Authorize Issuance of Bonds and SGPS, S.A. X6769Q104 04/21/06 Annual 14 M Other Securities For Portugal Telecom, Approve Bond Repurchase and SGPS, S.A. X6769Q104 04/21/06 Annual 15 M Reissuance For Portugal Telecom, Elect Corporate Bodies for the SGPS, S.A. X6769Q104 04/21/06 Annual 16 S 2006-2008 Term None Accept Financial Statements and Nestle SA H57312466 04/06/06 Annual 1 M Statutory Reports For For Approve Discharge of Board and Nestle SA H57312466 04/06/06 Annual 2 M Senior Management For For Approve Allocation of Income and Nestle SA H57312466 04/06/06 Annual 3 M Dividends of CHF 9 per Share For For Approve CHF 2.8 Million Reduction Nestle SA H57312466 04/06/06 Annual 4 M in Share Capital For For Reelect Jean-Pierre Meyers as Nestle SA H57312466 04/06/06 Annual 5.1 M Director For For Nestle SA H57312466 04/06/06 Annual 5.2 M Reelect Andre Kudelski as Director For For Nestle SA H57312466 04/06/06 Annual 5.3 M Elect Naina Kidwai as Director For For Elect Jean-Rene Fourtou as Nestle SA H57312466 04/06/06 Annual 5.4 M Director For For Nestle SA H57312466 04/06/06 Annual 5.5 M Elect Steven Hoch as Director For For Amend Articles Re: Mandate Board to Draft Revised Articles; Waive Quorum Requirement and Reduce Supermajority Requirement for Adoption of Revised Articles at Nestle SA H57312466 04/06/06 Annual 6 M 2007 AGM or Later For For Receive Financial Statements, Statutory Reports and Supervisory RWE AG D6629K109 04/13/06 03/23/06 Annual 1 M Board Report None None Approve Allocation of Income and RWE AG D6629K109 04/13/06 03/23/06 Annual 2 M Dividends of EUR 1.75 per Share For For Approve Discharge of Management RWE AG D6629K109 04/13/06 03/23/06 Annual 3 M Board for Fiscal 2005 For For Approve Discharge of Supervisory RWE AG D6629K109 04/13/06 03/23/06 Annual 4 M Board for Fiscal 2005 For For Ratify PricewaterhouseCoopers AG RWE AG D6629K109 04/13/06 03/23/06 Annual 5 M as Auditors for Fiscal 2006 For For Elect Paul Achleitner to the RWE AG D6629K109 04/13/06 03/23/06 Annual 6.1 M Supervisory Board For For Elect Carl-Ludwig von Boehm-Benzig to the Supervisory RWE AG D6629K109 04/13/06 03/23/06 Annual 6.2 M Board For For Elect Thomas Fischer to the RWE AG D6629K109 04/13/06 03/23/06 Annual 6.3 M Supervisory Board For For Elect Heinz-Eberhard Holl to the RWE AG D6629K109 04/13/06 03/23/06 Annual 6.4 M Supervisory Board For For Elect Gerhard Langemeyer to the RWE AG D6629K109 04/13/06 03/23/06 Annual 6.5 M Supervisory Board For For Elect Dagmar Muehlenfeld to the RWE AG D6629K109 04/13/06 03/23/06 Annual 6.6 M Supervisory Board For For Elect Wolfgang Reiniger to the RWE AG D6629K109 04/13/06 03/23/06 Annual 6.7 M Supervisory Board For For Elect Manfred Schneider to the RWE AG D6629K109 04/13/06 03/23/06 Annual 6.8 M Supervisory Board For For Elect Ekkehard Schulz to the RWE AG D6629K109 04/13/06 03/23/06 Annual 6.9 M Supervisory Board For For Elect Karel van Miert to the RWE AG D6629K109 04/13/06 03/23/06 Annual 6.10 M Supervisory Board For For Authorize Share Repurchase Program and Reissuance or RWE AG D6629K109 04/13/06 03/23/06 Annual 7 M Cancellation of Repurchased Shares For For Schneider Electric SA Approve Financial Statements and (Formerly Schneider SA) F86921107 05/03/06 Annual/Spe1 M Statutory Reports For For Schneider Electric SA Accept Consolidated Financial (Formerly Schneider SA) F86921107 05/03/06 Annual/Spe2 M Statements and Statutory Reports For For Approve Special Auditors' Report Schneider Electric SA Regarding Related-Party (Formerly Schneider SA) F86921107 05/03/06 Annual/Spe3 M Transactions For For Schneider Electric SA Approve Allocation of Income and (Formerly Schneider SA) F86921107 05/03/06 Annual/Spe4 M Dividends of EUR 2.25 per Share For For Schneider Electric SA Ratify Appointment and Elect Noel (Formerly Schneider SA) F86921107 05/03/06 Annual/Spe5 M Forgeard as Director For For Schneider Electric SA Authorize Repurchase of Up to Ten (Formerly Schneider SA) F86921107 05/03/06 Annual/Spe6 M Percent of Issued Share Capital For For Adopt Two-Tiered Board Structure Schneider Electric SA and Amend Articles of Association (Formerly Schneider SA) F86921107 05/03/06 Annual/Spe7 M Accordingly For For Schneider Electric SA Amend Articles of Association Re: (Formerly Schneider SA) F86921107 05/03/06 Annual/Spe8 M Shareholding Disclosure Threshold For For Schneider Electric SA Elect Henri Lachmann as (Formerly Schneider SA) F86921107 05/03/06 Annual/Spe9 M Supervisory Board Member For Against Schneider Electric SA Elect Alain Burq as Supervisory (Formerly Schneider SA) F86921107 05/03/06 Annual/Spe10 M Board Member For For Schneider Electric SA Elect Gerard de La Martiniere as (Formerly Schneider SA) F86921107 05/03/06 Annual/Spe11 M Supervisory Board Member For For Schneider Electric SA Elect Rene de La Serre as (Formerly Schneider SA) F86921107 05/03/06 Annual/Spe12 M Supervisory Board Member For For Schneider Electric SA Elect Noel Forgeard as (Formerly Schneider SA) F86921107 05/03/06 Annual/Spe13 M Supervisory Board Member For For Schneider Electric SA Elect Jerome Gallot as (Formerly Schneider SA) F86921107 05/03/06 Annual/Spe14 M Supervisory Board Member For For Schneider Electric SA Elect Willy Kissling as (Formerly Schneider SA) F86921107 05/03/06 Annual/Spe15 M Supervisory Board Member For For Schneider Electric SA Elect Cathy Kopp as Supervisory (Formerly Schneider SA) F86921107 05/03/06 Annual/Spe16 M Board Member For For Schneider Electric SA Elect James Ross as Supervisory (Formerly Schneider SA) F86921107 05/03/06 Annual/Spe17 M Board Member For For Schneider Electric SA Elect Chris Richardson as (Formerly Schneider SA) F86921107 05/03/06 Annual/Spe18 M Supervisory Board Member For For Schneider Electric SA Elect Piero Sierra as Supervisory (Formerly Schneider SA) F86921107 05/03/06 Annual/Spe19 M Board Member For For Schneider Electric SA Elect Serge Weinberg as (Formerly Schneider SA) F86921107 05/03/06 Annual/Spe20 M Supervisory Board Member For For Approve Remuneration of Schneider Electric SA Supervisory Board Members in the (Formerly Schneider SA) F86921107 05/03/06 Annual/Spe21 M Aggregate Amount of EUR 800,000 For For Delegation of Authority to the Schneider Electric SA Management Board to Increase (Formerly Schneider SA) F86921107 05/03/06 Annual/Spe22 M Capital For For Approve Reduction in Share Schneider Electric SA Capital via Cancellation of (Formerly Schneider SA) F86921107 05/03/06 Annual/Spe23 M Repurchased Shares For For Schneider Electric SA (Formerly Schneider SA) F86921107 05/03/06 Annual/Spe24 M Approve Stock Option Plans Grants For Against Authorize up to 0.5 Percent of Schneider Electric SA Issued Capital for Use in (Formerly Schneider SA) F86921107 05/03/06 Annual/Spe25 M Restricted Stock Plan For Against Schneider Electric SA Approve Employee Savings-Related (Formerly Schneider SA) F86921107 05/03/06 Annual/Spe26 M Share Purchase Plan For Against Approve Capital Increase Reserved for Entity Submitted to French or Foreign Law Made up in Favor of Schneider Electric SA Group Employees-Related Share (Formerly Schneider SA) F86921107 05/03/06 Annual/Spe27 M Purchase Plan For Against Schneider Electric SA Authorize Filling of Required (Formerly Schneider SA) F86921107 05/03/06 Annual/Spe28 M Documents/Other Formalities For For Accept Consolidated Financial Renault F77098105 05/04/06 Annual/Spe1 M Statements and Statutory Reports For For Approve Financial Statements and Renault F77098105 05/04/06 Annual/Spe2 M Statutory Reports For For Approve Allocation of Income and Renault F77098105 05/04/06 Annual/Spe3 M Dividends of EUR 2.40 per Share For For Approve Special Auditors' Report Regarding Related-Party Renault F77098105 05/04/06 Annual/Spe4 M Transactions For For Renault F77098105 05/04/06 Annual/Spe5 M Reelect Carlos Ghosn as Director For For Reelect Marc Ladreit de Renault F77098105 05/04/06 Annual/Spe6 M Lacharriere as Director For For Reelect Jean-Claude Paye as Renault F77098105 05/04/06 Annual/Spe7 M Director For For Renault F77098105 05/04/06 Annual/Spe8 M Reelect Franck Riboud as Director For For Renault F77098105 05/04/06 Annual/Spe9 M Elect Hiroto Saikawa as Director For For Approve Discharge of Francois Renault F77098105 05/04/06 Annual/Spe10 M Pinault For For Acknowledge Auditor Report Re: Renault F77098105 05/04/06 Annual/Spe11 M Remuneration of Equity Loans For For Authorize Repurchase of Up to Ten Renault F77098105 05/04/06 Annual/Spe12 M Percent of Issued Share Capital For For Approve Reduction in Share Capital via Cancellation of Renault F77098105 05/04/06 Annual/Spe13 M Repurchased Shares For For Renault F77098105 05/04/06 Annual/Spe14 M Approve Stock Option Plans Grants For For Authorize up to 0.53 Percent of Issued Capital for Use in Renault F77098105 05/04/06 Annual/Spe15 M Restricted Stock Plan For For Amend Articles of Association Re: Attend Board Meetings by Way of Renault F77098105 05/04/06 Annual/Spe16 M Telecommunication For For Amend Articles of Association to Renault F77098105 05/04/06 Annual/Spe17 M Reflect Legal Changes For For Amend Articles of Association to Renault F77098105 05/04/06 Annual/Spe18 M Reflect Legal Changes For For Authorize Filling of Required Renault F77098105 05/04/06 Annual/Spe19 M Documents/Other Formalities For For Vinci (Formerly Societe Generale Accept Consolidated Financial d'Entreprises) F5879X108 05/16/06 Annual/Spe1 M Statements and Statutory Reports For For Vinci (Formerly Societe Generale Approve Financial Statements and d'Entreprises) F5879X108 05/16/06 Annual/Spe2 M Statutory Reports For For Vinci (Formerly Societe Generale Approve Allocation of Income and d'Entreprises) F5879X108 05/16/06 Annual/Spe3 M Dividends of EUR 1.30 per Share For For Vinci (Formerly Approve Special Auditors' Report Societe Generale Regarding Related-Party d'Entreprises) F5879X108 05/16/06 Annual/Spe4 M Transactions For For Vinci (Formerly Societe Generale Ratify Appointment and Reelect d'Entreprises) F5879X108 05/16/06 Annual/Spe5 M Xavier Huillard as Director For For Vinci (Formerly Societe Generale Reelect Dominique Ferrero as d'Entreprises) F5879X108 05/16/06 Annual/Spe6 M Director For For Vinci (Formerly Societe Generale d'Entreprises) F5879X108 05/16/06 Annual/Spe7 M Reelect Alain Minc as Director For For Vinci (Formerly Societe Generale Reelect Yves-Thibault de Silguy d'Entreprises) F5879X108 05/16/06 Annual/Spe8 M as Director For For Vinci (Formerly Societe Generale d'Entreprises) F5879X108 05/16/06 Annual/Spe9 M Reelect Willy Stricker as Director For For Vinci (Formerly Societe Generale Elect Henri Saint Olive as d'Entreprises) F5879X108 05/16/06 Annual/Spe10 M Director For For Vinci (Formerly Societe Generale d'Entreprises) F5879X108 05/16/06 Annual/Spe11 M Elect Bernard Val as Director For For Vinci (Formerly Societe Generale Authorize Repurchase of Up to Ten d'Entreprises) F5879X108 05/16/06 Annual/Spe12 M Percent of Issued Share Capital For For Vinci (Formerly Approve Reduction in Share Societe Generale Capital via Cancellation of d'Entreprises) F5879X108 05/16/06 Annual/Spe13 M Repurchased Shares For For Vinci (Formerly Societe Generale Approve Employee Savings-Related d'Entreprises) F5879X108 05/16/06 Annual/Spe14 M Share Purchase Plan For For Vinci (Formerly Authorize up to 0.9 Percent of Societe Generale Issued Capital for Use in d'Entreprises) F5879X108 05/16/06 Annual/Spe15 M Restricted Stock Plan For For Vinci (Formerly Societe Generale Amend Articles of Association Re: d'Entreprises) F5879X108 05/16/06 Annual/Spe16 M Shareholding Disclosure Threshold For For Vinci (Formerly Societe Generale Authorize Filling of Required d'Entreprises) F5879X108 05/16/06 Annual/Spe17 M Documents/Other Formalities For For Approve Financial Statements and Michelin Et Cie. F61824144 05/12/06 Annual/Spe1 M Statutory Reports For For Approve Allocation of Income and Michelin Et Cie. F61824144 05/12/06 Annual/Spe2 M Dividends of EUR 1,35 per Share For For Accept Consolidated Financial Michelin Et Cie. F61824144 05/12/06 Annual/Spe3 M Statements and Statutory Reports For For Approve Special Auditors' Report Regarding Related-Party Michelin Et Cie. F61824144 05/12/06 Annual/Spe4 M Transactions For For Approve Remuneration of Supervisory Board Members in the Michelin Et Cie. F61824144 05/12/06 Annual/Spe5 M Aggregate Amount of EUR 320,000 For For Authorize Repurchase of Up to Ten Michelin Et Cie. F61824144 05/12/06 Annual/Spe6 M Percent of Issued Share Capital For For Authorize Issuance of Bonds/Debentures in the Aggregate Michelin Et Cie. F61824144 05/12/06 Annual/Spe7 M Value of EUR 1 Billion For For Acknowledge Resignation of Rene Zingraff as Manager and Amend Michelin Et Cie. F61824144 05/12/06 Annual/Spe8 M Articles 1 and 3 Accordingly For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Michelin Et Cie. F61824144 05/12/06 Annual/Spe9 M Nominal Amount of EUR 100 Million For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Michelin Et Cie. F61824144 05/12/06 Annual/Spe10 M Nominal Amount of EUR 43 million For For Authorize Board to Increase Capital in the Event of Demand Exceeding Amounts Submitted to Michelin Et Cie. F61824144 05/12/06 Annual/Spe11 M Shareholder Vote Above For For Authorize Board to Set Issue Price for 10 Percent of Issued Capital Pursuant to Issue Authority without Preemptive Michelin Et Cie. F61824144 05/12/06 Annual/Spe12 M Rights For For Authorize Capitalization of Reserves of Up to EUR 80 Million for Bonus Issue or Increase in Michelin Et Cie. F61824144 05/12/06 Annual/Spe13 M Par Value For For Authorize Capital Increase of Up to EUR 43 Million for Future Exchange Offers or Up to 10 Percent of Issued Capital for Michelin Et Cie. F61824144 05/12/06 Annual/Spe14 M Future Acquisitions For For Authorize Issuance of Bonds/Debentures in the Aggregate Michelin Et Cie. F61824144 05/12/06 Annual/Spe15 M Value of EUR 1 Billion For For Approve Employee Savings-Related Michelin Et Cie. F61824144 05/12/06 Annual/Spe16 M Share Purchase Plan For For Michelin Et Cie. F61824144 05/12/06 Annual/Spe17 M Approve Stock Option Plans Grants For For Set Global Limit for Capital Increase to Result from All Issuance Requests at EUR 100 Michelin Et Cie. F61824144 05/12/06 Annual/Spe18 M Million For For Amend Articles of Association to Reflect Changes in French Legislation Re: Related-Party Transactions Threshold and Michelin Et Cie. F61824144 05/12/06 Annual/Spe19 M General Meetings Quorum For Against Announcement of Resolutions Passed at 2006 AGM Pertaining to EUR 25.6 Million Creation of Henkel KGAA D32051126 04/10/06 03/20/06 Special 1 M Capital None None Approve Creation of EUR 25.6 Million Pool of Capital with Henkel KGAA D32051126 04/10/06 03/20/06 Special 2 M Preemptive Rights For For Receive Financial Statements and Continental AG D16212140 05/05/06 04/14/06 Annual 1 M Statutory Reports None None Approve Allocation of Income and Continental AG D16212140 05/05/06 04/14/06 Annual 2 M Dividends of EUR 1.00 per Share For For Approve Discharge of Management Continental AG D16212140 05/05/06 04/14/06 Annual 3 M Board for Fiscal 2005 For For Approve Discharge of Supervisory Continental AG D16212140 05/05/06 04/14/06 Annual 4 M Board for Fiscal 2005 For For Ratify KPMG Deutsche Treuhand-Gesellschaft Continental AG D16212140 05/05/06 04/14/06 Annual 5 M Aktiengesellschaft as Auditors For For Authorize Share Repurchase Program and Reissuance of Continental AG D16212140 05/05/06 04/14/06 Annual 6 M Repurchased Shares For For Elect Christian Streiff to the Supervisory Board; Elect Walter Flecken and Dirk Dreiskaemper as Alternate Supervisory Board Continental AG D16212140 05/05/06 04/14/06 Annual 7 M Members For For Approve Creation of EUR 186.17 Million Pool of Capital with Partial Exclusion of Preemptive Continental AG D16212140 05/05/06 04/14/06 Annual 8 M Rights For Against Approve Issuance of Convertible Bonds and/or Bonds with Warrants Attached up to Aggregate Nominal Amount of EUR 6 Billion with Preemptive Rights; Approve Creation of EUR 149 Million Pool of Capital to Guarantee Continental AG D16212140 05/05/06 04/14/06 Annual 9 M Conversion Rights For For Amend Articles Re: Calling of and Registration for Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of Continental AG D16212140 05/05/06 04/14/06 Annual 10 M the Right of Avoidance) For For Amend Articles Re: Conducting of Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Continental AG D16212140 05/05/06 04/14/06 Annual 11 M Avoidance) For For Amend Articles Re: Elimination of Continental AG D16212140 05/05/06 04/14/06 Annual 12 M Paper Deeds For For Anglo American PLC (formerly Anglo Ame. Accept Financial Statements and Corp. of S. Africa L G03764100 04/25/06 Annual 1 M Statutory Reports For For Anglo American PLC (formerly Anglo Ame. Approve Final Dividend of USD Corp. of S. Africa L G03764100 04/25/06 Annual 2 M 0.95 Per Ordinary Share For For Anglo American PLC (formerly Anglo Ame. Corp. of S. Africa L G03764100 04/25/06 Annual 3 M Elect Peter Woicke as Director For For Anglo American PLC (formerly Anglo Ame. Elect Mamphela Ramphele as Corp. of S. Africa L G03764100 04/25/06 Annual 4 M Director For For Anglo American PLC (formerly Anglo Ame. Corp. of S. Africa L G03764100 04/25/06 Annual 5 M Re-elect David Challen as Director For For Anglo American PLC (formerly Anglo Ame. Corp. of S. Africa L G03764100 04/25/06 Annual 6 M Re-elect Fred Phaswana as Director For For Anglo American PLC (formerly Anglo Ame. Re-elect Sir Mark Moody-Stuart as Corp. of S. Africa L G03764100 04/25/06 Annual 7 M Director For For Anglo American PLC (formerly Anglo Ame. Reappoint Deloitte & Touche LLP Corp. of S. Africa L G03764100 04/25/06 Annual 8 M as Auditors of the Company For For Anglo American PLC (formerly Anglo Ame. Authorize Board to Fix Corp. of S. Africa L G03764100 04/25/06 Annual 9 M Remuneration of Auditors For For Anglo American PLC (formerly Anglo Ame. Corp. of S. Africa L G03764100 04/25/06 Annual 10 M Approve Remuneration Report For For Authorise Issue of Equity or Equity-Linked Securities with Anglo American PLC Pre-emptive Rights up to (formerly Anglo Ame. Aggregate Nominal Amount of USD Corp. of S. Africa L G03764100 04/25/06 Annual 11 M 248,750,000 For For Authorise Issue of Equity or Equity-Linked Securities without Anglo American PLC Pre-emptive Rights up to (formerly Anglo Ame. Aggregate Nominal Amount of USD Corp. of S. Africa L G03764100 04/25/06 Annual 12 M 37,250,000 For For Anglo American PLC (formerly Anglo Ame. Authorise 149,000,000 Ordinary Corp. of S. Africa L G03764100 04/25/06 Annual 13 M Shares for Market Purchase For For Anglo American PLC (formerly Anglo Ame. Amend Articles of Association Re: Corp. of S. Africa L G03764100 04/25/06 Annual 14 M Board Composition For For Compagnie De Saint Approve Financial Statements and Gobain F80343100 06/08/06 Annual/Spe1 M Statutory Reports For For Compagnie De Saint Accept Consolidated Financial Gobain F80343100 06/08/06 Annual/Spe2 M Statements and Statutory Reports For For Compagnie De Saint Approve Allocation of Income and Gobain F80343100 06/08/06 Annual/Spe3 M Dividends of EUR 1.36 per Share For For Approve Special Auditors' Report Compagnie De Saint Regarding Related-Party Gobain F80343100 06/08/06 Annual/Spe4 M Transactions For For Compagnie De Saint Authorize Repurchase of Up to Ten Gobain F80343100 06/08/06 Annual/Spe5 M Percent of Issued Share Capital For For Ratify Appointment of Compagnie De Saint Pierre-Andre de Chalendar as Gobain F80343100 06/08/06 Annual/Spe6 M Director For For Compagnie De Saint Gobain F80343100 06/08/06 Annual/Spe7 M Ratify KPMG Audit as Auditor For For Compagnie De Saint Ratify Jean-Paul Vellutini as Gobain F80343100 06/08/06 Annual/Spe8 M Alternate Auditor For For Approve Remuneration of Directors Compagnie De Saint in the Aggregate Amount of EUR Gobain F80343100 06/08/06 Annual/Spe9 M 800,000 For For Approve Issuance of Free Warrants up to an Aggregate Nominal Amount Compagnie De Saint of EUR 680 Million During a Gobain F80343100 06/08/06 Annual/Spe10 M Takeover For Against Compagnie De Saint Authorize Filing of Required Gobain F80343100 06/08/06 Annual/Spe11 M Documents/Other Formalities For For Sanofi-Aventis (Formerly Approve Financial Statements and Sanofi-Synthelabo ) F5548N101 05/31/06 Annual/Spe1 M Statutory Reports For For Sanofi-Aventis (Formerly Accept Consolidated Financial Sanofi-Synthelabo ) F5548N101 05/31/06 Annual/Spe2 M Statements and Statutory Reports For For Sanofi-Aventis (Formerly Approve Allocation of Income and Sanofi-Synthelabo ) F5548N101 05/31/06 Annual/Spe3 M Dividends of EUR 1.52 per Share For For Sanofi-Aventis Approve Special Auditors' Report (Formerly Regarding Related-Party Sanofi-Synthelabo ) F5548N101 05/31/06 Annual/Spe4 M Transactions For For Sanofi-Aventis (Formerly Sanofi-Synthelabo ) F5548N101 05/31/06 Annual/Spe5 M Reelect Lord Douro as Director For For Sanofi-Aventis (Formerly Sanofi-Synthelabo ) F5548N101 05/31/06 Annual/Spe6 M Elect Gerard Le Fur as Director For For Sanofi-Aventis (Formerly Ratify Ernst & Young Audit as Sanofi-Synthelabo ) F5548N101 05/31/06 Annual/Spe7 M Auditor For For Sanofi-Aventis (Formerly Ratify Auditex as Alternate Sanofi-Synthelabo ) F5548N101 05/31/06 Annual/Spe8 M Auditor For For Sanofi-Aventis Approve Remuneration of Directors (Formerly in the Aggregate Amount of EUR Sanofi-Synthelabo ) F5548N101 05/31/06 Annual/Spe9 M 1.2 Million For For Sanofi-Aventis (Formerly Authorize Repurchase of Up to Ten Sanofi-Synthelabo ) F5548N101 05/31/06 Annual/Spe10 M Percent of Issued Share Capital For For Approve Merger by Absorption of Rhone Cooper by Sanofi-Aventis, Sanofi-Aventis Approve its Remuneration, and (Formerly Approve Capital Increase in Sanofi-Synthelabo ) F5548N101 05/31/06 Annual/Spe11 M Connection with the Merger For For Sanofi-Aventis (Formerly Sanofi-Synthelabo ) F5548N101 05/31/06 Annual/Spe12 M Allocation of Merger Premium For For Acknowledge Definitive Sanofi-Aventis Realisation of Merger on May 31, (Formerly 2006, and Capital Increase in Sanofi-Synthelabo ) F5548N101 05/31/06 Annual/Spe13 M Connection with the Merger For For Sanofi-Aventis Amend Articles of Association Re: (Formerly Change in Capital Pursuant to Sanofi-Synthelabo ) F5548N101 05/31/06 Annual/Spe14 M Items Above For For Sanofi-Aventis Amend Articles of Association (Formerly Board Related Re: Term of Mandate Sanofi-Synthelabo ) F5548N101 05/31/06 Annual/Spe15 M of Chairman For For Sanofi-Aventis (Formerly Authorize Filling of Required Sanofi-Synthelabo ) F5548N101 05/31/06 Annual/Spe16 M Documents/Other Formalities For For Authorise Issue of Equity or Equity-Linked Securities with Rio Tinto Plc Pre-emptive Rights up to (Formerly Rtz Corp. Aggregate Nominal Amount of GBP Plc) G75754104 04/12/06 Annual 1 M 34,860,000 For For Authorise Issue of Equity or Equity-Linked Securities without Rio Tinto Plc Pre-emptive Rights up to (Formerly Rtz Corp. Aggregate Nominal Amount of GBP Plc) G75754104 04/12/06 Annual 2 M 6,750,000 For For Rio Tinto Plc Authorise 106,500,000 RTP (Formerly Rtz Corp. Ordinary Shares for Market Plc) G75754104 04/12/06 Annual 3 M Purchase For For Adopt New Articles of Association Rio Tinto Plc of Rio Tinto Plc and Amendments (Formerly Rtz Corp. to Constitution of Rio Tinto Plc) G75754104 04/12/06 Annual 4 M Limited For For Rio Tinto Plc (Formerly Rtz Corp. Plc) G75754104 04/12/06 Annual 5 M Elect Tom Albanese as Director For For Rio Tinto Plc (Formerly Rtz Corp. Elect Sir Rod Eddington as Plc) G75754104 04/12/06 Annual 6 M Director For For Rio Tinto Plc (Formerly Rtz Corp. Re-elect Sir David Clementi as Plc) G75754104 04/12/06 Annual 7 M Director For For Rio Tinto Plc (Formerly Rtz Corp. Re-elect Leigh Clifford as Plc) G75754104 04/12/06 Annual 8 M Director For For Rio Tinto Plc (Formerly Rtz Corp. Plc) G75754104 04/12/06 Annual 9 M Re-elect Andrew Gould as Director For Against Rio Tinto Plc (Formerly Rtz Corp. Plc) G75754104 04/12/06 Annual 10 M Re-elect David Mayhew as Director For For Reappoint PricewaterhouseCoopers Rio Tinto Plc LLP as Auditors and Authorise the (Formerly Rtz Corp. Board to Determine Their Plc) G75754104 04/12/06 Annual 11 M Remuneration For For Rio Tinto Plc (Formerly Rtz Corp. Plc) G75754104 04/12/06 Annual 12 M Approve Remuneration Report For For Rio Tinto Plc (Formerly Rtz Corp. Accept Financial Statements and Plc) G75754104 04/12/06 Annual 13 M Statutory Reports For For INTERCONTINENTAL Accept Financial Statements and HOTELS GROUP PLC G4804L106 06/01/06 Annual 1 M Statutory Reports For For INTERCONTINENTAL HOTELS GROUP PLC G4804L106 06/01/06 Annual 2 M Approve Remuneration Report For For INTERCONTINENTAL Approve Final Dividend of 10.7 HOTELS GROUP PLC G4804L106 06/01/06 Annual 3 M Pence Per Ordinary Share For For INTERCONTINENTAL HOTELS GROUP PLC G4804L106 06/01/06 Annual 4a M Elect Jennifer Laing as Director For For INTERCONTINENTAL HOTELS GROUP PLC G4804L106 06/01/06 Annual 4b M Elect Jonathan Linen as Director For For INTERCONTINENTAL HOTELS GROUP PLC G4804L106 06/01/06 Annual 4c M Re-elect Robert Larson as Director For For INTERCONTINENTAL HOTELS GROUP PLC G4804L106 06/01/06 Annual 4d M Re-elect Steven Porter as Director For For INTERCONTINENTAL Reappoint Ernst & Young LLP as HOTELS GROUP PLC G4804L106 06/01/06 Annual 5 M Auditors of the Company For For INTERCONTINENTAL Authorize the Audit Committee to HOTELS GROUP PLC G4804L106 06/01/06 Annual 6 M Fix Remuneration of Auditors For For Approve EU Political Organisations Donation and Incur INTERCONTINENTAL EU Political Expenditure up to HOTELS GROUP PLC G4804L106 06/01/06 Annual 7 M GBP 100,000 For For Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to INTERCONTINENTAL Aggregate Nominal Amount of GBP HOTELS GROUP PLC G4804L106 06/01/06 Annual 8 M 13,840,591 For For Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to INTERCONTINENTAL Aggregate Nominal Amount of GBP HOTELS GROUP PLC G4804L106 06/01/06 Annual 9 M 2,076,089 For For INTERCONTINENTAL Authorise 62,241,139 Ordinary HOTELS GROUP PLC G4804L106 06/01/06 Annual 10 M Shares for Market Purchase For For Receive Financial Statements and SAP AG D66992104 05/09/06 04/18/06 Annual 1 M Statutory Reports None None Approve Allocation of Income and SAP AG D66992104 05/09/06 04/18/06 Annual 2 M Dividends of EUR 1.45 per Share For For Approve Discharge of Management SAP AG D66992104 05/09/06 04/18/06 Annual 3 M Board for Fiscal Year 2005 For For Approve Discharge of Supervisory SAP AG D66992104 05/09/06 04/18/06 Annual 4 M Board for Fiscal Year 2005 For For Ratify KPMG Deutsche Treuhand-Gesellschaft AG as SAP AG D66992104 05/09/06 04/18/06 Annual 5 M Auditors for Fiscal Year 2006 For For Approve EUR 950 Million SAP AG D66992104 05/09/06 04/18/06 Annual 6 M Capitalization of Reserves For For Amend Articles Re: Supervisory SAP AG D66992104 05/09/06 04/18/06 Annual 7 M Board Remuneration For For Approve Creation of EUR 180 Million Pool of Capital with Preemptive Rights (Conditional SAP AG D66992104 05/09/06 04/18/06 Annual 8a M Capital Ia) For For Approve Creation of EUR 180 Million Pool of Capital without Preemptive Rights (Conditional SAP AG D66992104 05/09/06 04/18/06 Annual 8b M Capital IIa) For For Authorize Share Repurchase Program and Reissuance of SAP AG D66992104 05/09/06 04/18/06 Annual 9 M Repurchased Shares For For Authorize Use of Financial Derivatives Method When SAP AG D66992104 05/09/06 04/18/06 Annual 10 M Repurchasing Shares For Against Approve Issuance of Convertible Bonds and/or Bonds with Warrants Attached up to Aggregate Nominal Amount of EUR 5 Billion with Preemptive Rights; Approve Creation of EUR 25 Million Pool of Capital to Guarantee Conversion Rights (Conditional SAP AG D66992104 05/09/06 04/18/06 Annual 11a M Capital IV) For For Approve Issuance of Convertible Bonds and/or Bonds with Warrants Attached up to Aggregate Nominal Amount of EUR 5 Million with Preemptive Rights; Approve Creation of EUR 75 Million Pool of Capital to Guarantee Conversion Rights (Conditional SAP AG D66992104 05/09/06 04/18/06 Annual 11b M Capital IVa) For For Approve Affiliation Agreements SAP AG D66992104 05/09/06 04/18/06 Annual 12 M with Subsidiaries For For Ladbrokes PLC Approve Final Dividend of 6.6 (formerly Hilton Group Pence Per Ordinary Share Pursuant PLC) G5337D115 03/29/06 Special 1 M to the Passing of Item 5 For For Approve Special Dividend of 233.4 Ladbrokes PLC Pence Per Existing Ordinary Share (formerly Hilton Group Pursuant to the Passing of Items PLC) G5337D115 03/29/06 Special 2 M 3 and 5 For For Approve Sub-Div. of Each Unissued Ord. Share into 6 Ord. Shares of 1 2/3p; Share Consolidation of Every 17 Issued Intermediate Ord. Shares into 1 New Ord. Share of Ladbrokes PLC 28 1/3p and Every 17 Unissued (formerly Hilton Group Intermediate Ord. Shares into 1 PLC) G5337D115 03/29/06 Special 3 M Unissued New Ord. Share For For Ladbrokes PLC Authorise 57,254,485 New Ordinary (formerly Hilton Group Shares for Market Purchase PLC) G5337D115 03/29/06 Special 4 M Pursuant to Passing of Item 2 & 3 For For Ladbrokes PLC (formerly Hilton Group PLC) G5337D115 03/29/06 Special 5 M Adopt New Articles of Association For For GlaxoSmithKline PLC (formerly Glaxo Accept Financial Statements and Wellcome Plc ) G3910J112 05/17/06 Annual 1 M Statutory Reports For For GlaxoSmithKline PLC (formerly Glaxo Wellcome Plc ) G3910J112 05/17/06 Annual 2 M Approve Remuneration Report For For GlaxoSmithKline PLC (formerly Glaxo Wellcome Plc ) G3910J112 05/17/06 Annual 3 M Elect Moncef Slaoui as Director For For GlaxoSmithKline PLC (formerly Glaxo Wellcome Plc ) G3910J112 05/17/06 Annual 4 M Elect Tom de Swaan as Director For For GlaxoSmithKline PLC (formerly Glaxo Wellcome Plc ) G3910J112 05/17/06 Annual 5 M Re-elect Lawrence Culp as Director For For GlaxoSmithKline PLC (formerly Glaxo Re-elect Sir Crispin Davis as Wellcome Plc ) G3910J112 05/17/06 Annual 6 M Director For For GlaxoSmithKline PLC (formerly Glaxo Re-elect Ronaldo Schmitz as Wellcome Plc ) G3910J112 05/17/06 Annual 7 M Director For For GlaxoSmithKline PLC (formerly Glaxo Reappoint PricewaterhouseCoopers Wellcome Plc ) G3910J112 05/17/06 Annual 8 M LLP as Auditors of the Company For For GlaxoSmithKline PLC (formerly Glaxo Authorize Audit Committee to Fix Wellcome Plc ) G3910J112 05/17/06 Annual 9 M Remuneration of Auditors For For Approve the Company to Make EU Political Organisation Donations GlaxoSmithKline PLC up to GBP 50,000 and Incur EU (formerly Glaxo Political Expenditure up to GBP Wellcome Plc ) G3910J112 05/17/06 Annual 10 M 50,000 For For Authorise Issue of Equity or Equity-Linked Securities with GlaxoSmithKline PLC Pre-emptive Rights up to (formerly Glaxo Aggregate Nominal Amount of GBP Wellcome Plc ) G3910J112 05/17/06 Annual 11 M 485,201,557 For For Authorise Issue of Equity or Equity-Linked Securities without GlaxoSmithKline PLC Pre-emptive Rights up to (formerly Glaxo Aggregate Nominal Amount of GBP Wellcome Plc ) G3910J112 05/17/06 Annual 12 M 72,780,233 For For GlaxoSmithKline PLC (formerly Glaxo Authorise 582,241,869 Ordinary Wellcome Plc ) G3910J112 05/17/06 Annual 13 M Shares for Market Purchase For For Accept Financial Statements and Smith & Nephew PLC G82343164 04/27/06 Annual 1 M Statutory Reports For For Smith & Nephew PLC G82343164 04/27/06 Annual 2 M Approve Remuneration Report For For Re-elect David Illingworth as Smith & Nephew PLC G82343164 04/27/06 Annual 3 M Director For For Smith & Nephew PLC G82343164 04/27/06 Annual 4 M Re-elect Peter Hooley as Director For For Reappoint Ernst & Young LLP as Smith & Nephew PLC G82343164 04/27/06 Annual 5 M Auditors of the Company For For Authorise Board to Fix Smith & Nephew PLC G82343164 04/27/06 Annual 6 M Remuneration of Auditors For For Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD Smith & Nephew PLC G82343164 04/27/06 Annual 7 M 52,745,017 For For Amend the Smith & Nephew French Smith & Nephew PLC G82343164 04/27/06 Annual 8 M ShareSave Plan (2002) For For Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD Smith & Nephew PLC G82343164 04/27/06 Annual 9 M 9,408,492 For For Authorise 94,084,920 Ordinary Smith & Nephew PLC G82343164 04/27/06 Annual 10 M Shares for Market Purchase For For Amend Articles of Association Re: Smith & Nephew PLC G82343164 04/27/06 Annual 11 M Indemnification For For Approve Financial Statements and Carrefour S.A. F13923119 05/02/06 Annual/Spe1 M Discharge Management Board For For Accept Consolidated Financial Carrefour S.A. F13923119 05/02/06 Annual/Spe2 M Statements and Statutory Reports For For Approve Allocation of Income and Carrefour S.A. F13923119 05/02/06 Annual/Spe3 M Dividends of EUR 1 per Share For For Authorize Repurchase of Up to Three Percent of Issued Share Carrefour S.A. F13923119 05/02/06 Annual/Spe4 M Capital For For Approve Reduction in Share Capital via Cancellation of Carrefour S.A. F13923119 05/02/06 Annual/Spe5 M Repurchased Shares For For Approve Employee Savings-Related Carrefour S.A. F13923119 05/02/06 Annual/Spe6 M Share Purchase Plan For For Amend Articles of Association in Carrefour S.A. F13923119 05/02/06 Annual/Spe7 M order to Reflect Legal Changes For For Change Location of Registered Carrefour S.A. F13923119 05/02/06 Annual/Spe8 M Office For For Total SA (Formerly Approve Financial Statements and Total Fina Elf S.A ) F92124100 05/12/06 Annual/Spe1 M Statutory Reports For For Total SA (Formerly Accept Consolidated Financial Total Fina Elf S.A ) F92124100 05/12/06 Annual/Spe2 M Statements and Statutory Reports For For Total SA (Formerly Approve Allocation of Income and Total Fina Elf S.A ) F92124100 05/12/06 Annual/Spe3 M Dividends of EUR 6.48 per Share For For Approve Accounting Transfer from Special Long-Term Capital Gains Total SA (Formerly Reserve Account to Other Reserves Total Fina Elf S.A ) F92124100 05/12/06 Annual/Spe4 M Account For For Approve Special Auditors' Report Total SA (Formerly Regarding Related-Party Total Fina Elf S.A ) F92124100 05/12/06 Annual/Spe5 M Transactions For For Total SA (Formerly Authorize Repurchase of Up to Ten Total Fina Elf S.A ) F92124100 05/12/06 Annual/Spe6 M Percent of Issued Share Capital For For Total SA (Formerly Reelect Anne Lauvergeon as Total Fina Elf S.A ) F92124100 05/12/06 Annual/Spe7 M Director For For Total SA (Formerly Total Fina Elf S.A ) F92124100 05/12/06 Annual/Spe8 M Reelect Daniel Bouton as Director For Against Total SA (Formerly Reelect Bertrand Collomb as Total Fina Elf S.A ) F92124100 05/12/06 Annual/Spe9 M Director For For Total SA (Formerly Reelect Antoine Total Fina Elf S.A ) F92124100 05/12/06 Annual/Spe10 M Jeancourt-Galignani as Director For For Total SA (Formerly Reelect Michel Pebereau as Total Fina Elf S.A ) F92124100 05/12/06 Annual/Spe11 M Director For Against Total SA (Formerly Reelect Pierre Vaillaud as Total Fina Elf S.A ) F92124100 05/12/06 Annual/Spe12 M Director For For Total SA (Formerly Elect Christophe de Margerie as Total Fina Elf S.A ) F92124100 05/12/06 Annual/Spe13 M Director For Against Total SA (Formerly Approve Partial Spin-Off Total Fina Elf S.A ) F92124100 05/12/06 Annual/Spe14 M Agreement to Arkema For For Total SA (Formerly Total Fina Elf S.A ) F92124100 05/12/06 Annual/Spe15 M Approve 1-for-4 Stock Split For For Amend Article 11 Regarding the Total SA (Formerly Number of Shares to Be Held By Total Fina Elf S.A ) F92124100 05/12/06 Annual/Spe16 M Directors For For Amend Article 11 to Require a Total SA (Formerly Majority of Independent Directors Total Fina Elf S.A ) F92124100 05/12/06 Annual/SpeA S on Board AgainstFor Grant a Second Board Mandate to Total SA (Formerly an Employee Shareholder Total Fina Elf S.A ) F92124100 05/12/06 Annual/SpeB S Representative AgainstAgainst Assicurazioni Generali Accept Financial Statements and Spa T05040109 04/27/06 04/24/06 Annual/Spe1 M Statutory Reports at Dec. 31, 2005 For For Assicurazioni Generali Spa T05040109 04/27/06 04/24/06 Annual/Spe2 M Elect One Director For Against Assicurazioni Generali Elect 'Consiglio Generale' Spa T05040109 04/27/06 04/24/06 Annual/Spe3 M (Advisory Body) For For Assicurazioni Generali Elect External Auditors for the Spa T05040109 04/27/06 04/24/06 Annual/Spe4 M Six-Year Term 2006-2011 For For Authorize Share Repurchase Assicurazioni Generali Program and Reissuance of Spa T05040109 04/27/06 04/24/06 Annual/Spe5 M Repurchased Shares For For Assicurazioni Generali Approve Stock Option Plan for Spa T05040109 04/27/06 04/24/06 Annual/Spe6 M Directors For For Stock Option Grant; Authorize Board of Directors to Increase Capital in Order to Implement the Stock Option Grant for Employees of Assicurazioni Generali SpA and Assicurazioni Generali its Subsidiaries; Amend Art. 8 of Spa T05040109 04/27/06 04/24/06 Annual/Spe7 M Company's Bylaws Accordingly For Against Approve Individual and Telefonica S.A. Consolidated Financial (Formerly Telefonica Statements, Allocation of Income, De Espana, S.A.) 879382109 06/20/06 Annual 1 M and Discharge Directors For For Telefonica S.A. Approve Merger by Absorption of (Formerly Telefonica Telefonica Moviles SA; Adopt De Espana, S.A.) 879382109 06/20/06 Annual 2 M Consolidated Tax Regime For For Telefonica S.A. (Formerly Telefonica Reelect Carlos Colomer Casellas De Espana, S.A.) 879382109 06/20/06 Annual 3.1 M as Director For For Telefonica S.A. (Formerly Telefonica Reelect Isidro Faine Casas as De Espana, S.A.) 879382109 06/20/06 Annual 3.2 M Director For For Telefonica S.A. (Formerly Telefonica Reelect Alfonso Ferrari Herrero De Espana, S.A.) 879382109 06/20/06 Annual 3.3 M as Director For For Telefonica S.A. (Formerly Telefonica De Espana, S.A.) 879382109 06/20/06 Annual 3.4 M Reelect Luis Lada Diaz as Director For For Telefonica S.A. (Formerly Telefonica Reelect Antonio Massanell Lavilla De Espana, S.A.) 879382109 06/20/06 Annual 3.5 M as Director For For Telefonica S.A. (Formerly Telefonica Ratify the Appointment of David De Espana, S.A.) 879382109 06/20/06 Annual 3.6 M Arculus as Director For For Telefonica S.A. (Formerly Telefonica Ratify the Appointment of Peter De Espana, S.A.) 879382109 06/20/06 Annual 3.7 M Erskine as Director For For Telefonica S.A. (Formerly Telefonica Ratify the Appointment of Julio De Espana, S.A.) 879382109 06/20/06 Annual 3.8 M Linares Lopez as Director For For Telefonica S.A. Ratify the Appointment of (Formerly Telefonica Vitalino Manuel Nafria Aznar as De Espana, S.A.) 879382109 06/20/06 Annual 3.9 M Director For For Telefonica S.A. (Formerly Telefonica Approve Equity-Based Incentive De Espana, S.A.) 879382109 06/20/06 Annual 4 M Plan For For Telefonica S.A. (Formerly Telefonica De Espana, S.A.) 879382109 06/20/06 Annual 5 M Authorize Repurchase of Shares For For Telefonica S.A. Authorize Issuance of Equity or (Formerly Telefonica Equity-Linked Securities without De Espana, S.A.) 879382109 06/20/06 Annual 6 M Preemptive Rights For For Telefonica S.A. (Formerly Telefonica Authorize Board to Ratify and De Espana, S.A.) 879382109 06/20/06 Annual 7 M Execute Approved Resolutions For For Authorise Capital Reorganisation; Authorise 675M B Shares and 148,510,681 Ord. Shares for Market Purchase; Amend Art. of Assoc; Issue Equity With Rights up to GBP 207,914,954 and Without Scottish Power PLC G79314129 05/04/06 Special 1 M Rights up to GBP 31,187,243 For For Approve Financial Statements and Essilor International F31668100 05/12/06 Annual 1 M Statutory Reports For For Accept Consolidated Financial Essilor International F31668100 05/12/06 Annual 2 M Statements and Statutory Reports For For Approve Allocation of Income and Essilor International F31668100 05/12/06 Annual 3 M Dividends of EUR 0.94 per Share For For Approve Special Auditors' Report Regarding Related-Party Essilor International F31668100 05/12/06 Annual 4 M Transactions For For Ratify Appointment of Juan Boix Essilor International F31668100 05/12/06 Annual 5 M as Director For For Essilor International F31668100 05/12/06 Annual 6 M Reelect Michel Besson as Director For For Essilor International F31668100 05/12/06 Annual 7 M Reelect Jean Burelle as Director For For Reelect Philippe Germond as Essilor International F31668100 05/12/06 Annual 8 M Director For For Essilor International F31668100 05/12/06 Annual 9 M Reelect Olivier Pecoux as Director For For Essilor International F31668100 05/12/06 Annual 10 M Elect Alain Thomas as Director For For Essilor International F31668100 05/12/06 Annual 11 M Elect Serge Zins as Director For For Ratify Etienne Boris as Alternate Essilor International F31668100 05/12/06 Annual 12 M Auditor For For Approve Remuneration of Directors in the Aggregate Amount of EUR Essilor International F31668100 05/12/06 Annual 13 M 300,000 For For Authorize Repurchase of Up to Ten Essilor International F31668100 05/12/06 Annual 14 M Percent of Issued Share Capital For For Allow Board to Repurchase Shares in the Event of a Public Tender Essilor International F31668100 05/12/06 Annual 15 M Offer or Share Exchange Offer For Against Authorize Filling of Required Essilor International F31668100 05/12/06 Annual 16 M Documents/Other Formalities For For Reckitt Benckiser Plc (Formerly Reckitt & Accept Financial Statements and Colman Plc ) G7420A107 05/04/06 Annual 1 M Statutory Reports For For Reckitt Benckiser Plc (Formerly Reckitt & Colman Plc ) G7420A107 05/04/06 Annual 2 M Approve Remuneration Report For For Reckitt Benckiser Plc (Formerly Reckitt & Approve Final Dividend of 21 Colman Plc ) G7420A107 05/04/06 Annual 3 M Pence Per Ordinary Share For For Reckitt Benckiser Plc (Formerly Reckitt & Colman Plc ) G7420A107 05/04/06 Annual 4 M Re-elect Bart Becht as Director For For Reckitt Benckiser Plc (Formerly Reckitt & Colman Plc ) G7420A107 05/04/06 Annual 5 M Re-elect Peter Harf as Director For For Reckitt Benckiser Plc (Formerly Reckitt & Colman Plc ) G7420A107 05/04/06 Annual 6 M Elect Gerard Murphy as Director For For Reckitt Benckiser Plc (Formerly Reckitt & Reappoint PricewaterhouseCoopers Colman Plc ) G7420A107 05/04/06 Annual 7 M LLP as Auditors of the Company For For Reckitt Benckiser Plc (Formerly Reckitt & Authorise Board to Fix Colman Plc ) G7420A107 05/04/06 Annual 8 M Remuneration of Auditors For For Authorise Issue of Equity or Equity-Linked Securities with Reckitt Benckiser Plc Pre-emptive Rights up to (Formerly Reckitt & Aggregate Nominal Amount of GBP Colman Plc ) G7420A107 05/04/06 Annual 9 M 25,360,000 For For Authorise Issue of Equity or Equity-Linked Securities without Reckitt Benckiser Plc Pre-emptive Rights up to (Formerly Reckitt & Aggregate Nominal Amount of GBP Colman Plc ) G7420A107 05/04/06 Annual 10 M 3,804,000 For For Reckitt Benckiser Plc (Formerly Reckitt & Authorise 72,280,000 Ordinary Colman Plc ) G7420A107 05/04/06 Annual 11 M Shares for Market Purchase For For Reckitt Benckiser Plc Approve Increase in Remuneration (Formerly Reckitt & of Non-Executive Directors to GBP Colman Plc ) G7420A107 05/04/06 Annual 12 M 1,000,000 For For Reckitt Benckiser Plc (Formerly Reckitt & Approve Reckitt Benckiser Colman Plc ) G7420A107 05/04/06 Annual 13 M Long-Term Incentive Plan For For Amend Reckitt Benckiser 2005 Savings-Related Share Option Plan, 2005 Global Stock Profit Plan, 2005 USA Savings-Related Reckitt Benckiser Plc Share Option Plan and Senior (Formerly Reckitt & Executive Share Ownership Policy Colman Plc ) G7420A107 05/04/06 Annual 14 M Plan For For Approve Financial Statements; Approve Allocation of Income and Dividends of EUR 1.02 per Common Share and of EUR 1.12 per Metro AG D53968125 05/18/06 04/27/06 Annual 1 M Preference Share For For Approve Discharge of Management Metro AG D53968125 05/18/06 04/27/06 Annual 2 M Board for Fiscal 2005 For For Approve Discharge of Supervisory Metro AG D53968125 05/18/06 04/27/06 Annual 3 M Board for Fiscal 2005 For For Ratify KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft as Auditors Metro AG D53968125 05/18/06 04/27/06 Annual 4 M for Fiscal 2006 For For Elect Eckhard Cordes to the Metro AG D53968125 05/18/06 04/27/06 Annual 5a M Supervisory Board For For Elect Peter Kuepfer to the Metro AG D53968125 05/18/06 04/27/06 Annual 5b M Supervisory Board For For Authorize Share Repurchase Program and Reissuance of Metro AG D53968125 05/18/06 04/27/06 Annual 6 M Repurchased Shares For For Amend Articles Re: Calling of and Registration for Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of Metro AG D53968125 05/18/06 04/27/06 Annual 7 M the Right of Avoidance) For For Approve Financial Statements and Accor F00189120 05/10/06 Annual 1 M Statutory Reports For For Accept Consolidated Financial Accor F00189120 05/10/06 Annual 2 M Statements and Statutory Reports For For Approve Special Auditors' Report Regarding Related-Party Accor F00189120 05/10/06 Annual 3 M Transactions For Against Approve Allocation of Income and Accor F00189120 05/10/06 Annual 4 M Dividends of EUR 1.15 per Share For For Authorize Filling of Required Accor F00189120 05/10/06 Annual 5 M Documents/Other Formalities For For Accept Financial Statements and Cadbury Schweppes Plc G17444152 05/18/06 Annual 1 M Statutory Reports For For Approve Final Dividend of 9 Pence Cadbury Schweppes Plc G17444152 05/18/06 Annual 2 M Per Ordinary Share For For Cadbury Schweppes Plc G17444152 05/18/06 Annual 3 M Approve Remuneration Report For For Cadbury Schweppes Plc G17444152 05/18/06 Annual 4 M Re-elect Roger Carr as Director For For Cadbury Schweppes Plc G17444152 05/18/06 Annual 5 M Re-elect Ken Hanna as Director For For Cadbury Schweppes Plc G17444152 05/18/06 Annual 6 M Re-elect Todd Stitzer as Director For For Cadbury Schweppes Plc G17444152 05/18/06 Annual 7 M Elect Lord Patten as Director For For Re-elect Baroness Wilcox as Cadbury Schweppes Plc G17444152 05/18/06 Annual 8 M Director For For Reappoint Deloitte & Touche LLP Cadbury Schweppes Plc G17444152 05/18/06 Annual 9 M as Auditors of the Company For For Authorise Board to Fix Cadbury Schweppes Plc G17444152 05/18/06 Annual 10 M Remuneration of Auditors For For Approve Cadbury Schweppes Cadbury Schweppes Plc G17444152 05/18/06 Annual 11 M International Share Award Plan For For Amend Cadbury Schweppes 2004 Cadbury Schweppes Plc G17444152 05/18/06 Annual 12 M Long-Term Incentive Plan For For Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP Cadbury Schweppes Plc G17444152 05/18/06 Annual 13 M 86,090,000 For For Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP Cadbury Schweppes Plc G17444152 05/18/06 Annual 14 M 13,040,000 For For Authorise up to GBP 26,090,000 Cadbury Schweppes Plc G17444152 05/18/06 Annual 15 M for Market Purchase For For Ladbrokes PLC (formerly Hilton Group Accept Financial Statements and PLC) G5337D107 05/26/06 Annual 1 M Statutory Reports For For Ladbrokes PLC (formerly Hilton Group Re-elect Nicholas Jones as PLC) G5337D107 05/26/06 Annual 2 M Director For For Ladbrokes PLC (formerly Hilton Group Re-elect Sir Ian Robinson as PLC) G5337D107 05/26/06 Annual 3 M Director For For Ladbrokes PLC (formerly Hilton Group PLC) G5337D107 05/26/06 Annual 4 M Elect John O'Reilly as Director For For Ladbrokes PLC (formerly Hilton Group PLC) G5337D107 05/26/06 Annual 5 M Elect Alan Ross as Director For For Ladbrokes PLC (formerly Hilton Group PLC) G5337D107 05/26/06 Annual 6 M Elect Rosemary Thorne as Director For For Ladbrokes PLC Reappoint Ernst & Young LLP as (formerly Hilton Group Auditors and Authorise the Board PLC) G5337D107 05/26/06 Annual 7 M to Determine Their Remuneration For For Ladbrokes PLC (formerly Hilton Group PLC) G5337D107 05/26/06 Annual 8 M Approve Remuneration Report For For Approve EU Political Organisation Donations up to GBP 10,000 and to Incur EU Political Expenditures up to GBP 10,000; and Authorise Ladbrokes Ltd. to Make EU Ladbrokes PLC Political Donations up to GBP (formerly Hilton Group 25,000 and to Incur EU Political PLC) G5337D107 05/26/06 Annual 9 M Expenditures up to GBP 25,000 For For Ladbrokes PLC Approve Increase in Authorised (formerly Hilton Group Capital from GBP 230,000,000 to PLC) G5337D107 05/26/06 Annual 10 M GBP 253,000,000 For For Authorise Issue of Equity or Equity-Linked Securities with Ladbrokes PLC Pre-emptive Rights up to (formerly Hilton Group Aggregate Nominal Amount of GBP PLC) G5337D107 05/26/06 Annual 11 M 54,450,207 For For Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP Ladbrokes PLC 8,029,922 and up to Aggregate (formerly Hilton Group Nominal Amount of GBP 54,450,207 PLC) G5337D107 05/26/06 Annual 12 M in Connection with a Rights Issue For For Ladbrokes PLC (formerly Hilton Group Authorise 56,682,299 Ordinary PLC) G5337D107 05/26/06 Annual 13 M Shares for Market Purchase For For Peugeot Approve Financial Statements and S.A. F72313111 05/24/06 Annual/Spe1 M Statutory Reports For For Peugeot Accept Consolidated Financial S.A. F72313111 05/24/06 Annual/Spe2 M Statements and Statutory Reports For For Peugeot Approve Allocation of Income and S.A. F72313111 05/24/06 Annual/Spe3 M Dividends of EUR 1.35 per Share For For Approve Special Auditors' Report Peugeot Regarding Related-Party placecountry-regionS.A. F72313111 05/24/06 Annual/Spe4 M Transactions For For Peugeot Reelect Ernest-Antoine Seilliere placecountry-regionS.A. F72313111 05/24/06 Annual/Spe5 M as Supervisory Board Member For Against Peugeot Reelect Joseph-Frederick Toot as placecountry-regionS.A. F72313111 05/24/06 Annual/Spe6 M Supervisory Board Member For Against Peugeot Elect Jean-Louis Silvant as placecountry-regionS.A. F72313111 05/24/06 Annual/Spe7 M Supervisory Board Member For Against Peugeot Authorize Repurchase of Up to Ten placecountry-regionS.A. F72313111 05/24/06 Annual/Spe8 M Percent of Issued Share Capital For For Peugeot placecountry-regionS.A. F72313111 05/24/06 Annual/Spe9 M Approve Stock Option Plans Grants For For Approve Sub-Division of All Ord. Shares of 10p Each Into New Ord. Shares of 1 3/7p Each; Approve Consolidation of Unissued Intermediate Shares Into New Ord. Shares of 11 3/7p Each and Issued INTERCONTINENTAL Intermediate Shares Into New Ord. HOTELS GROUP PLC G4804L106 06/01/06 Special 1 M Shares of 11 3/7p Each For For Authorise 55,450,721 New Ordinary INTERCONTINENTAL Shares for Market Purchase HOTELS GROUP PLC G4804L106 06/01/06 Special 2 M Pursuant to the Passing of Item 1 For For
Fund: Principal Variable Contracts - Balanced Account Sub-Advisor: Principal Global Investors LLC Mgmt Rec - Company Management Recommended Vote Vote Summary Report Jul 01, 2005 - Jun 30, 2006 Principal Balanced Fund, Inc - 501
Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------- ----------------- ---------------- ----------- --------- ------- ------- ---------------------------------------------------------------------------------------------------------------------------------- 05/09/06 - A3M CO *MMM* 88579Y101 03/10/06 4,357 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 4 Performance-Based Against For ShrHoldr In conclusion, the company's annual and long-term incentive programs do not sufficiently meet the proponent's requirements. Therefore, ISS supports this shareholder proposal. 5 Adopt Animal Welfare Policy Against Against ShrHoldr In this case, ISS notes that 3M's disclosure on animal welfare appears consistent with policies at other companies in the industry and that the company has contributed to posting a report on compliance with its animal welfare standards on the company website. ISS questions the value of this report to shareholders based on the information that is already available and commitments to further disclosure by the company. Establishing new policies on animal welfare, monitoring the compliance of external animal testing facilities, and reporting this information to shareholders may not provide enough meaningful information to shareholders to offset the cost and burden to the company of complying with this proposal. As such, we do not recommend shareholder support for the resolution. 6 Implement China Principles Against Against ShrHoldr Since the company has had no significant controversies or violations regarding its operations in China and has an established workplace code of conduct, we recommend a vote against this item. 04/10/06 - AA. O. Smith Corp. *SAOSA* 831865209 02/22/06 773 1 Elect Directors For For Mgmt 1.1 Elect Director William F. Buehler --- For We recommend a vote FOR directors Idelle K. Wolf and William F. Buehler. 1.2 Elect Director Idelle K. Wolf --- For 2 Ratify Auditors For For Mgmt 04/28/06 - AAbbott Laboratories *ABT* 002824100 03/01/06 9,145 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Performance-Based Equity Awards Against For ShrHoldr In conclusion, the company's annual and long-term incentive programs do not sufficiently meet the proponent's requirements of pay-for-superior performance standards. Therefore, ISS supports this shareholder proposal. 4 Report on Political Contributions Against Against ShrHoldr In the case of Abbott Laboratories, ISS notes that the company briefly discusses laws and general policy related to political contributions in its Code of Business Conduct. While this information does not go into detail on the company's overarching business rationale for its contributions, it does disclose that the Legal Division of the company is responsible for oversight and approval of all such contributions. Moreover, the company has committed to including information on its corporate contributions in its annual report. ISS will evaluate the scope and content of the company's disclosure in its next annual report and may consider supporting a similar resolution in the future if the information provided does not provide shareholders with sufficient insight into the company's policies. However, based on information available in the company's Code of Business Conduct regarding the oversight of its political contributions, and Abbott Laboratories' commitment to include disclosure on this topic in its next annual report, ISS does not believe support for the resolution is necessary at this time. 5 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. ISS believes that separating the role of Chair and CEO may help Abbott Laboratories address challenges that face the company on many levels, including pharmaceutical pricing, by encouraging management accountability to shareholders for the establishment of long-term policies that protect and grow shareholder value. 06/14/06 - AAbercrombie & Fitch Co. *ANF* 002896207 04/17/06 1,050 1 Elect Directors For Split Mgmt 1.1 Elect Director James B. Bachmann --- For We recommend a vote FOR the directors with the exception of affiliated outsider John W. Kessler. We recommend that shareholders WITHHOLD votes from John W. Kessler for standing as an affiliated outsider on the Compensation and Nominating committees. 1.2 Elect Director Lauren J. Brisky --- For 1.3 Elect Director Michael S. Jeffries --- For 1.4 Elect Director John W. Kessler --- Withhold 2 Ratify Auditors For For Mgmt 11/24/05 - SAbn Amro Holding Nv 000937102 11/02/05 6,013 Meeting for Holders of ADRs 1 CORPORATE GOVERNANCE IN RELATION TO THE APPOINTMENT OF None For Mgmt THE NEW MANAGING BOARD MEMBERS. 2 NOMINATION FOR THE APPOINTMENT OF HUIBERT G. BOUMEESTER. For For Mgmt 3 NOMINATION FOR THE APPOINTMENT OF PIETER (PIERO) S. For For Mgmt OVERMARS. 4 NOMINATION FOR THE APPOINTMENT OF RONALD (RON) TEERLINK. For For Mgmt 09/15/05 - AActivision, Inc. *ATVI* 004930202 07/18/05 1,689 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt IV. Vote RecommendationBecause this proposal is designed to bring the plan into compliance with Section 162(m) and approval of this item would allow the company to deduct future option grants made under the plan, we recommend a vote FOR this proposal. 3 Amend Qualified Employee Stock Purchase Plans For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 08/24/05 - SAdobe Systems Inc. *ADBE* 00724F101 07/19/05 10,210 1 Issue Shares in Connection with an Acquisition For For Mgmt Based on our review of the terms of the transaction and the factors described above, we believe that the share issuance warrants shareholder support. 2 Adjourn Meeting For For Mgmt Given the narrow scope of this proposal, and our support for this transaction, we recommend that shareholders support this proposal. 03/28/06 - AAdobe Systems Inc. *ADBE* 00724F101 02/13/06 5,649 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt Vote RecommendationThis proposal does not seek an increase in the number of shares available for issuance under the plan. The proposed amendments aim to revise the performance goals under the plan to better link the annual incentive awards for Adobe System's executives to the achievement of the company's financial and operating objectives. Because the proposal is designed to bring the plan into compliance with Section 162 (m) of the Internal Revenue in order to preserve the tax deductibility, we recommend a vote FOR this item. 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Ratify Auditors For For Mgmt 03/15/06 - AAdvanced Digital Information Corp. *ADIC* 007525108 01/26/06 3,810 1 Elect Directors For For Mgmt 05/03/06 - AAdvanced Energy Industries, Inc. *AEIS* 007973100 03/13/06 1,129 1 Elect Directors For Split Mgmt 1.1 Elect Director Douglas S. Schatz --- For We recommend a vote FOR the directors with the exception of affiliated outsider Richard P. Beck. We recommend that shareholders WITHHOLD votes from Richard P. Beck for standing as an affiliated outsider on the Audit and Nominating committees. 1.2 Elect Director Richard P. Beck --- Withhold 1.3 Elect Director Hans-Georg Betz --- For 1.4 Elect Director Joseph R. Bronson --- For 1.5 Elect Director Trung T. Doan --- For 1.6 Elect Director Barry Z. Posner --- For 1.7 Elect Director Thomas Rohrs --- For 1.8 Elect Director Elwood Spedden --- For 2 Amend Non-Employee Director Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.43 percent is within the allowable cap for this company of 15.68 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 04/28/06 - AAetna Inc. *AET* 00817Y108 02/24/06 8,082 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 4 Provide for Cumulative Voting Against Against ShrHoldr In this case, the company meets both all of the above corporate governance and performance criteria, with the exception of the 90-day notice requirement for special meetings or written consent action by shareholders. However, Aetna has a 120-day notice requirement which ISS deems sufficient, due to the fact that the company fulfills all other governance criteria and outperforms both its peers and the index in one-, three-, and five-year shareholder returns. Accordingly, the proposal does not warrant shareholder support. 05/02/06 - AAlcon Inc. *ACL* H01301102 03/23/06 520 Meeting for Holders of ADRs 1 APPROVAL OF THE 2005 ANNUAL REPORT AND ACCOUNTS OF For For Mgmt ALCON, INC. AND THE 2005 CONSOLIDATED FINANCIAL STATEMENTS OF ALCON, INC. AND SUBSIDIARIES 2 APPROPRIATION OF AVAILABLE EARNINGS AND PROPOSED For For Mgmt DIVIDEND TO SHAREHOLDERS FOR THE FINANCIAL YEAR 2005 3 DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS FOR For For Mgmt THE FINANCIAL YEAR 2005 4 ELECTION OF KPMG KLYNVELD PEAT MARWICK GOERDELER SA, For For Mgmt ZURICH, AS GROUP AND PARENT COMPANY AUDITORS 5 ELECTION OF ZENSOR REVISIONS AG, ZUG, AS SPECIAL For For Mgmt AUDITORS 6 ELECTION TO THE BOARD OF DIRECTORS OF PHIL GEIER For For Mgmt At Alcon, only 50 percent of the board consists of independent directors. As a result, shareholders are advised to vote in favor of independent non-executive directors Phil Geier and Joe Weller and against non-independent non-executive director Paul Polman. 7 ELECTION TO THE BOARD OF DIRECTORS OF PAUL POLMAN For Against Mgmt 8 ELECTION TO THE BOARD OF DIRECTORS OF JOE WELLER For For Mgmt 9 APPROVAL OF SHARE CANCELLATION For For Mgmt 05/18/06 - AAleris International Inc *ARS* 014477103 03/27/06 1,058 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt V. Vote Recommendation We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 16.64 percent is above the allowable cap for this company of 11.23 percent. 3 Ratify Auditors For For Mgmt 05/11/06 - AAllegheny Energy, Inc. *AYE* 017361106 03/16/06 3,330 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Stock Retention Against For ShrHoldr ISS recognizes that the company has recently implemented stock ownership guidelines. Directors' guidelines are fairly rigorous and directors must hold six times their annual cash retainer in stock. However, we believe that the stock ownership guidelines for executives are not rigorous enough and should go beyond the standard three times salary for CEOs. Further, the company does not have a retention ratio nor a holding period requirement. As such, we believe this proposal warrants shareholder support. 4 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, we believe that a company of this size should be able to find a qualified independent director willing to serve as chairman. 5 Require Director Nominee Qualifications Against Against ShrHoldr Given that the company already has acceptable governance standards in place with respect to director qualifications and fully independent key board committees, adopting a policy as suggested by the proponent appears unwarranted and would not add additional value to shareholders at this time. 6 Performance-Based/Indexed Options Against For ShrHoldr The proposal requests that a significant portion of future stock option grants to senior executives shall be performance-based. ISS believes that this is not unduly restrictive. Based on the available public disclosure, we could not directly link any of the stock option grants or other equity grants to performance metrics. As such, we support this proposal. 7 Eliminate or Restrict Severance Agreements Against For ShrHoldr (Change-in-Control) ISS recognizes that implementation of this policy may be difficult. However, we note that this proposal is somewhat similar to the severance/change-in-control proposal, whereby a company will seek shareholder approval for future severance agreements with senior executives that could provide benefits in an amount exceeding 2.99 times the sum of the executive's base salary and bonus. Currently, the company does not have a policy to seek shareholder approval on excessive severance/change-in-control payments. In supporting the spirit of the proposal, ISS believes that the company can implement a policy on seeking shareholder approval for excessive severance/change-in-control payments. 8 Claw-back of Payments under Restatements Against For ShrHoldr ISS believes that the company has not fundamentally addressed the proponent's key concerns. ISS believes this proposal warrants shareholder vote and we recommend a vote FOR. 9 Submit Shareholder Rights Plan (Poison Pill) to Against Against ShrHoldr Shareholder Vote In the case of Allegheny Energy, we note that a formal policy regarding the adoption of a pill has been established in response to shareholder concerns. We believe that the 12-month period is a reasonable time period to seek shareholder approval and the request of reducing it to four months appears to be unnecessary. ISS commends the company for taking this positive step towards better corporate governance by adopting this policy and terminating the company's previous poison pill. A such, we recommend shareholders do not support this item. 05/09/06 - AAltera Corp. *ALTR* 021441100 03/13/06 3,390 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 10.50 percent is within the allowable cap for this company of 12.56 percent. Additionally, this plan expressly forbids repricing. 3 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 4 Ratify Auditors For For Mgmt 04/27/06 - AAltria Group, Inc. *MO* 02209S103 03/06/06 11,477 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Separate Chairman and CEO Positions Against Against ShrHoldr We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO position. 4 Adopt ILO Standards Against Against ShrHoldr In this case, Altria operates in certain markets that increase the company's exposure to human rights violations. However, ISS notes that the company has established a formal code of conduct that specifically references certain issues related to workplace human rights. Furthermore, Altria discusses its belief that employees should have the right to join, or refrain from joining, trade unions and to bargain collectively, and commits to dealing fairly and directly with representatives of these organizations. The disclosure also briefly discusses information about the company's compliance mechanisms for vendors and suppliers. Finally, the company does not appear to be the subject of any recent, significant fines or litigation related to its international labor rights policies. Therefore, ISS does not believe that the adoption of an additional code of conduct is necessary at this time. As such we recommend that shareholders vote against this resolution. 5 Inform African Americans of Health Risks Associated Against Against ShrHoldr with Menthol Cigarettes We specifically question the impact that undertaking a campaign to warn African Americans of health risks associated with menthol cigarettes will have on shareholder value. Information regarding the health impacts of smoking is available to all interested parties on the company website and through other media campaigns. Furthermore, ISS agrees with the company that public health agencies would be a better venue for addressing these issues, as they can ensure that appropriate information based on sound research is consistently communicated to the public. As such, we do not recommend shareholder support for this resolution. 6 Establish Fire Safety Standards for Cigarettes Against Against ShrHoldr ISS believes that certain issues such as increased product warnings on the health risks, or fire safety standards associated with cigarettes are generally better addressed by legislators and public health agencies rather than individual companies. Unilaterally adopting new fire safety standards could negatively affect the company's competitive advantage, and may not meet the needs of potential future legislation in other states should such legislation arise. Therefore, ISS recommends that shareholders vote against this proposal 7 Adopt Animal Welfare Policy Against Against ShrHoldr In this case, ISS notes that Altria has committed to compliance with applicable guidelines on animal welfare, and that the company's position does not appear inconsistent with industry standards. Moreover, the company has received accreditation from AAALAC for the testing conducted by Philip Morris Research Laboratories. Finally, establishing new policies on animal welfare, monitoring the compliance of external animal testing facilities, and reporting this information to shareholders may not provide enough meaningful information to shareholders to offset the cost and burden to the company of complying with this proposal. As such, we do not recommend shareholder support for the resolution. 8 Support Legislation to Reduce Smoking Against Against ShrHoldr Generally speaking, ISS believes that public agencies are the appropriate forum for discussion on tax policies or regulations regarding public smoking. Furthermore, ISS is concerned that taking active positions to support certain issues related to smoking may have a negative impact on the company's business, and questions the short-term and long-term impact on shareholder value that may result from compliance with this proposal. As such, we do not recommend shareholder support for the resolution. 9 Provide Information on Second Hand Smoke Against Against ShrHoldr ISS believes that the government agencies tasked with providing guidance on issues related to public health are the most appropriate venue for discussion on issues of standardized healthcare coding and statistical analysis of this information. Individual surveys adopted and advocated by companies could provide some confusion or inconsistency in diagnosing and coding medical conditions. As such, we do not recommend shareholder support for this resolution. 01/19/06 - AAmdocs Limited *DOX* G02602103 11/30/05 2,320 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 APPROVAL OF AMENDMENT OF THE 1998 STOCK OPTION AND For For Mgmt INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE THEREUNDER, TO CONTINUE THE TERM OF THE PLAN FOR AN ADDITIONAL 10-YEAR TERM AND TO MAKE OTHER CHANGES AS DESCRIBED IN THE ACCOMPANY V. Vote Recommendation The total cost of the company's plans of 10.75 percent is within the allowable cap for this company of 12.46 percent. Additionally, this plan expressly forbids repricing. 3 APPROVAL OF SPECIAL RESOLUTION TO PERMIT DIRECT For For Mgmt REPURCHASE BY THE COMPANY OF UNVESTED SHARES OF RESTRICTED STOCK GRANTED UNDER THE 1998 STOCK OPTION AND INCENTIVE PLAN UPON TERMINATION OF EMPLOYMENT OR SERVICE. Since this authority will only be utilized if an employee is terminated and since the company would repurchase the shares at their par value, this resolution is supportable. 4 APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS FOR For For Mgmt FISCAL YEAR 2005. 5 RATIFICATION AND APPROVAL OF ERNST & YOUNG LLP AND For For Mgmt AUTHORIZATION OF AUDIT COMMITTEE OF BOARD TO FIX REMUNERATION. 06/08/06 - AAmedisys, Inc. *AMED* 023436108 04/10/06 801 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 12.46 percent is within the allowable cap for this company of 14.07 percent. Additionally, this plan expressly forbids repricing. 05/11/06 - AAmerican Capital Strategies, Ltd. *ACAS* 024937104 03/13/06 3,484 1 Elect Directors For For Mgmt 2 Approve Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 4.18 percent is within the allowable cap for this company of 11.88 percent. Additionally, this plan expressly forbids repricing. 3 Approve Executive Incentive Bonus Plan For For Mgmt VI. Vote Recommendation ISS recognizes that cash bonus plans such as this one can be an important part of an executive's overall pay package, along with stock-based plans tied to long-term total shareholder returns. Over the long term, stock prices are an excellent indicator of management performance. However, other factors, such as economic conditions and investor reaction to the stock market in general, and certain industries in particular, can greatly impact the company's stock price. As a result, a cash bonus plan can effectively reward individual performance and the achievement of business unit objectives that are independent of short-term market share price fluctuations. The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. The total cost of the company's plans of 4.21 percent is within the allowable cap for this company of 11.88 percent. 4 Ratify Auditors For For Mgmt 04/25/06 - AAmerican Electric Power Co. *AEP* 025537101 03/02/06 1,350 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/24/06 - AAmerican Express Co. *AXP* 025816109 02/28/06 8,492 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Limit/Prohibit Executive Stock-Based Awards Against Against ShrHoldr ISS does not support the wholesale elimination of a particular type of compensation award and the company has committed that it will not reprice stock options without shareholder approval. 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, the company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. Further, with regard to management's concern that the proposal does not consider potential board vacancies, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 5 Exclude Reference to Sexual Orientation from the Against Against ShrHoldr Company's EEO Statement Therefore, considering potential benefits that may be associated with American Express' existing policy, and the absence of information suggesting that there are significant costs or negative impacts associated with including reference to sexual orientation in the EEO statement, we do not believe shareholder support for this resolution is warranted. 6 Company-Specific -- Reimbursement of Expenses for Against Against ShrHoldr Certain Shareholder-Nominated Director Candidates ISS believes that adoption of this binding proposal would pose several problems. The formula by which the company would provide reimbursement would require substantial payment even if a number of dissident nominees do not receive significant votes. Additionally, the proposal does not include an overall cap on expense reimbursement and could encourage frivolous spending by shareholder nominees. ISS would prefer that dissident nominees include a reimbursement proposal on their proxy cards to be voted. 05/18/06 - AAmerican Financial Group, Inc. *AFG* 025932104 03/31/06 1,036 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Political Contributions Against For ShrHoldr In the case of American Financial Group, ISS notes that the company briefly discusses the right of employees to be involved in the political process as private citizens in its Code of Conduct as well as its policy of requiring legal review of corporate contributions however, there is no detailed information available about the company's overarching business rational for contributions, and limited information about its oversight and accountability measures. We do note that American Financial Group's contributions may not appear significant relative to the size of the firm's assets; however, we believe that public perception, controversy, and/or litigation stemming from a company's political involvement can lead to costs that exceed the amount initially contributed. Therefore, while ISS believes that some aspects of this resolution may be overly restrictive or burdensome, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote FOR this resolution. 08/11/05 - AAmerican International Group, Inc. *AIG* 026874107 06/24/05 12,183 1 Elect Directors For Split Mgmt 1.1 Elect Director M. Aidinoff --- For 1.2 Elect Director P. Chia --- For 1.3 Elect Director M. Cohen --- Withhold 1.4 Elect Director W. Cohen --- For 1.5 Elect Director M. Feldstein --- For 1.6 Elect Director E. Futter --- For 1.7 Elect Director S. Hammerman --- For 1.8 Elect Director C. Hills --- For 1.9 Elect Director R. Holbrooke --- For 1.10 Elect Director D. Kanak --- For 1.11 Elect Director G. Miles, Jr --- For 1.12 Elect Director M. Offit --- For 1.13 Elect Director M. Sullivan --- For 1.14 Elect Director E. Tse --- For 1.15 Elect Director F. Zarb --- For 2 Ratify Auditors For For Mgmt 05/17/06 - AAmerican International Group, Inc. *AIG* 026874107 03/24/06 8,934 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 05/04/06 - AAmerican Medical Systems Holdings, Inc. 02744M108 03/22/06 2,291 *AMMD* 1 Elect Directors For For Mgmt 2 Reduce Authorized Common and Preferred Stock For For Mgmt We believe this proposal is in shareholders' best interests as it would simplify the company's capital structure and eliminate the company's ability to issue preferred stock. 3 Ratify Auditors For For Mgmt 04/27/06 - AAmerican Physicians Capital, Inc. *ACAP* 028884104 03/10/06 254 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 11/02/05 - AAmeriCredit Corp. *ACF* 03060R101 09/09/05 4,300 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.68 percent is within the allowable cap for this company of 12.66 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 04/26/06 - AAmeriprise Financial, Inc. *AMP* 03076C106 02/28/06 2,506 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/04/06 - AAmerUs Group Co. *AMH* 03072M108 03/08/06 1,101 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.68 percent is within the allowable cap for this company of 7.77 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 04/25/06 - AAMETEK, Inc. *AME* 031100100 03/10/06 3,405 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/10/06 - AAmgen, Inc. *AMGN* 031162100 03/13/06 7,450 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Stock Retention Against For ShrHoldr ISS recognizes that Amgen has implemented stock ownership guidelines which take effect at the end of December 2007. However, we believe that these guidelines are not rigorous enough and should go beyond the standard 5x salary for CEOs. In addition, the company does not have a retention ratio nor a holding period requirement. As such, we believe this proposal warrants shareholder support. 4 Link Executive Compensation to Social Issues Against Against ShrHoldr Although ISS generally recommends votes FOR proposals which increase the level of disclosure on topics of importance to shareholders and support performance-based compensation for executives, the system suggested in this shareholder proposal is vague and does not establish any specific financial, social, or other criteria under which the Compensation Committee should structure executive compensation. Therefore, ISS does not believe shareholder support for this resolution is warranted based on the ambiguity of the criteria recommended and the fact that arbitrary limitations or restrictions may not promote the correlation between executive compensation and company performance. 5 Submit Shareholder Rights Plan (Poison Pill) to Against For ShrHoldr Shareholder Vote In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that ISS recommends. We therefore agree with the proponent that the current pill should be put to a shareholder vote or redeemed and that any new pill be put to a shareholder vote. 6 Develop an Animal Welfare Policy Against Against ShrHoldr In this case, ISS notes that Amgen has committed to complying with or exceeding all levels of applicable guidelines on animal welfare, and that the company's position does not appear inconsistent with industry standards. Moreover, the company has received accreditation from AAALAC and NIH for its animal testing policies. Finally, establishing new policies on animal welfare, monitoring the compliance of external animal testing facilities, and reporting this information to shareholders may not provide enough meaningful information to shareholders to offset the cost and burden to the company of complying with this proposal. As such, we do not recommend shareholder support for the resolution. 7 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard, especially given that the company has a classified board and a non-shareholder approved poison pill. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 8 Report on Political Contributions For For ShrHoldr In this case, Amgen is supporting this resolution and states that it is committed to providing shareholders with a convenient way to access information on the company's policies and business rationale for corporate contributions. We agree that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote FOR this resolution. 05/24/06 - AAmphenol Corp. *APH* 032095101 03/27/06 1,054 1 Elect Directors For Split Mgmt 1.1 Elect Director Edward G. Jepsen --- For We recommend that shareholders vote FOR Edward G. Jepsen, but WITHHOLD votes from independent outsider John R. Lord. We recommend that shareholders WITHHOLD votes from John R. Lord for poor attendance. 1.2 Elect Director John R. Lord --- Withhold 2 Ratify Auditors For For Mgmt 3 Amend Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.46 percent is within the allowable cap for this company of 12.46 percent. Additionally, this plan expressly forbids repricing. 04/20/06 - AAmSouth Bancorporation *ASO* 032165102 02/21/06 6,070 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For Against Mgmt V. Vote Recommendation Although the total cost of the company's plans of 7.05 percent is within the allowable cap for this company of 7.45 percent, and the plan expressly forbids repricing, the company's three year average burn rate of 2.82 percent is higher than its four-digit GICS peer group of 2.46 percent. Therefore, the company has failed ISS's three-year average burn rate policy. 4 Report on Political Contributions Against For ShrHoldr 5 Ammend EEO Statement to Prohibit Discrimination Based Against For ShrHoldr on Sexual Orientation 04/20/06 - AAmSouth Bancorporation *ASO* 032165RKH 02/21/06 74 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For Against Mgmt V. Vote Recommendation Although the total cost of the company's plans of 7.05 percent is within the allowable cap for this company of 7.45 percent, and the plan expressly forbids repricing, the company's three year average burn rate of 2.82 percent is higher than its four-digit GICS peer group of 2.46 percent. Therefore, the company has failed ISS's three-year average burn rate policy. 4 Report on Political Contributions Against For ShrHoldr 5 Ammend EEO Statement to Prohibit Discrimination Based Against For ShrHoldr on Sexual Orientation 05/11/06 - AAnadarko Petroleum Corp. *APC* 032511107 03/13/06 390 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt The requested increase of 550,000,000 shares is below the allowable threshold of 855,000,000 shares. 3 Ratify Auditors For For Mgmt 04/27/06 - AAnnTaylor Stores Corp. *ANN* 036115103 02/28/06 770 1 Elect Directors For Split Mgmt 1.1 Elect Director Wesley E. Cantrell --- For We recommend a vote FOR the directors with the exception of independent outsider Barbara A. Turf. We recommend that shareholders WITHHOLD votes from Barbara A. Turf for poor attendance. 1.2 Elect Director Kay Krill --- For 1.3 Elect Director Barbara A. Turf --- Withhold 2 Increase Authorized Common Stock For For Mgmt The requested increase of 80,000,000 shares is below the allowable threshold of 138,000,000 shares. We recommend a vote FOR Item 2. 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.36 percent is within the allowable cap for this company of 9.60 percent. Additionally, this plan expressly forbids repricing. The company's three year average burn rate of 4.23 percent is higher than its four-digit GICS peer group of 4.12 percent. However, the company has made a three-year burn rate commitment equal to its GICS peer group of 4.12 percent. Therefore, ISS will continue to monitor the awards granted to its participants. 4 Ratify Auditors For For Mgmt 04/20/06 - SAnsoft Corp. *ANST* 036384105 03/23/06 242 1 Increase Authorized Common Stock For For Mgmt The requested increase of 25,000,000 shares is below the allowable threshold of 33,750,000 shares. 2 Approve Omnibus Stock Plan For Against Mgmt V. Vote Recommendation The total cost of the company's plans of 20.45 percent is above the allowable cap for this company of 20.30 percent. 05/19/06 - AAon Corp. *AOC* 037389103 03/22/06 4,393 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. ISS supports performance based compensation that qualifies for tax deduction under Section 162 (m). 4 Amend Omnibus Stock Plan For Against Mgmt V. Vote Recommendation We commend the company for expressly forbidding the repricing of stock options under the plan. However, the company's three year average burn rate of 4.45 percent is higher than its four-digit industry burn rate of 2.56 percent. Therefore, the company has failed ISS's three-year average burn rate policy. Additionally, the total cost of the company's plans of 10.40 percent is above the allowable cap for this company of 6.65 percent. 04/27/06 - AApple Computer, Inc. *AAPL* 037833100 02/28/06 7,096 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Computer Recycling Policy Against Against ShrHoldr ISS agrees with the proponent that the company should continuously evaluate its recycling programs, including publicly stated recovery goals, to ensure that its policies do not appear to lag behind industry standards. That said, we note that the company does provide information on its company website and in its public filings discussing the company's environmental policies. This disclosure provides general information on Apple's environmental policy, some detail on the company's take-back programs, and information related to materials and recycling in specific markets. While this disclosure does not address each issue recommended by the proponent's resolution, it does provide shareholders with substantial insight into the company's environmental and recycling policies. Additionally, the company has not been the subject of recent fines or litigation related to this issue suggesting that the company has systematic problems with its environmental management systems. Therefore, we do not believe shareholder support for the resolution is warranted at this time. 10/12/05 - AApplied Industrial Technologies, Inc. *AIT* 03820C105 08/19/05 916 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt The requested increase of 30,000,000 shares is below the allowable threshold of 55,000,000 shares. 3 Ratify Auditors For For Mgmt 05/23/06 - AArbor Realty Trust Inc *ABR* 038923108 04/18/06 461 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/21/06 - SArcelor S.A. 03937T108 05/23/06 2,434 Meeting for Holders of ADRs 1 REDUCTION OF THE SHARE CAPITAL OF THE COMPANY BY MEANS For Against Mgmt OF A PUBLIC OFFER TO BUY BACK A MAXIMUM OF 150,000,000 SHARES FOR THE PURPOSE OF THEIR CANCELLATION, AT A BUY-BACK PRICE TO BE SET BY THE BOARD OF DIRECTORS, BUT NOT EXCEEDING 50 - EUR PER SHARE. In light of the concerns surrounding the timing of the proposed authoritiy, not to mention the timing of the EGM itself, in addition to our reservations as to the company's capacity to execute such a share buy-back without jeopardizing future financial stability of the company, it is recommended that shareholders oppose these items at this time. Moreover, we urge shareholders to contact the company and encourage them to disclose the necessary information in a more timely manner. 2 POWERS DELEGATED TO THE BOARD OF DIRECTORS TO IMPLEMENT For Against Mgmt THE PUBLIC SHARE BUY-BACK OFFER, AND CHANGE THE COMPANY BY-LAWS ACCORDINGLY. 3 INSERTION OF A NEW PARAGRAPH AT THE END OF ARTICLE 13 For For Mgmt OF THE BYLAWS. 06/30/06 - SArcelor S.A. 03937T108 06/16/06 400 1 CONSULTATION AS TO THE CONTRIBUTION BY MR. ALEXEY A. For Against Mgmt MORDASHOV OF ALL OF HIS ECONOMIC INTERESTS IN THE SEVERSTAL STEEL BUSINESS (INCLUDING SEVERSTAL NORTH AMERICA) AS WELL AS SEVERSTAL RESOURCES (IRON ORE AND COAL) AND OF HIS STAKE IN LUCCHINI AND OF EUR In light of our concerns, and absent sufficient information and time to properly evaluate the terms of the proposed transaction, as well as its impact on shareholder rights, it is recommended that shareholders vote against the option offered by this transaction at this time in favor of the option requested by shareholders themselves under Item 2. 2 PROCEDURE FOR APPROVING THE SEVERSTAL TRANSACTION AND Against For ShrHoldr THE ISSUANCE OF NEW ARCELOR SHARES IN FAVOUR OF MR. MORDASHOV. As discussed above under Item 1, ISS calls upon shareholders to approve this request to ensure that their rights are respected and upheld. As owners of the company, shareholders should be given the opportunity to properly assess the merits of such transactions and ultimately to decide upon the ownership of the company according to the typical protocol accepted market-wide and called for by best practice recommendations in Europe. For a transaction that Arcelor presents as a routine contribution in kind by Mordashov, the evidence strongly suggests otherwise. Given this, a proper vote must be held to approve this transaction. ISS therefore recommends that shareholders support this request. 05/03/06 - AArch Capital Group Ltd *ACGL* G0450A105 03/28/06 1,007 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 1.1 Elect Director Constantine Iordanou --- For 1.2 Elect Director James J. Meenaghan --- For 1.3 Elect Director John M. Pasquesi --- For 1.4 Elect Director James J. Ansaldi --- For This resolution is not problematic. Typically, the board of directors determines the directors of subsidiary boards (unless the subsidiary is publicly listed). ISS believes the responsibility of appointing directors of subsidiaries is best left to the management of the group. 1.5 Elect Director Graham B. Collis --- For 1.6 Elect Director Marc Grandisson --- For 1.7 Elect Director W. Preston Hutchings --- For 1.8 Elect Director Constantine Iordanou --- For 1.9 Elect Director Ralph E. Jones III --- For 1.10 Elect Director Thomas G. Kaiser --- For 1.11 Elect Director Mark D. Lyons --- For 1.12 Elect Director Nicholas J. Metcalf --- For 1.13 Elect Director Martin J. Nilsen --- For 1.14 Elect Director Nicolas Papadopoulo --- For 1.15 Elect Director Michael Quinn --- For 1.16 Elect Director Maamoun Rajeh --- For 1.17 Elect Director Paul S. Robotham --- For 1.18 Elect Director Robert T. Van Gieson --- For 1.19 Elect Director John D. Vollaro --- For 2 TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP For For Mgmt AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006. 11/03/05 - AArcher-Daniels-Midland Company *ADM* 039483102 09/16/05 3,430 1 Elect Directors For Split Mgmt 1.1 Elect Director G. Allen Andreas --- For We recommend a vote FOR the directors with the exception of affiliated outsiders O.G. Webb and Mollie Hale Carter. We recommend shareholders WITHHOLD votes from Mollie Hale Carter for standing as an affiliated outsider on the Audit, Compensation, and Nominating committees; and from O.G. Webb for standing as affiliated outsider on the Compensation and Nominating committees. 1.2 Elect Director Alan L. Boeckmann --- For 1.3 Elect Director Mollie Hale Carter, --- Withhold 1.4 Elect Director Roger S. Joslin --- For 1.5 Elect Director Patrick J. Moore --- For 1.6 Elect Director M. Brian Mulroney --- For 1.7 Elect Director Thomas F. O'Neill --- For 1.8 Elect Director O.G. Webb --- Withhold 1.9 Elect Director Kelvin R. Westbrook --- For 2 Report on Genetically Modified Organisms Against Against ShrHoldr Finally, we believe that planning alternatives for sourcing non-GE ingredients, should the situation require, would be based largely on speculation about future restrictions and legislation and may not be ultimately beneficial to the company or its shareholders. Based on the potential expenses and difficulty acquiring reliable results in testing GE ingredients, we do not feel this report would be a beneficial use of shareholder assets. 05/17/06 - AArchstone Smith Trust *ASN* 039583109 03/27/06 1,270 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/20/06 - AArmor Holdings, Inc. *AH* 042260109 04/26/06 697 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/24/06 - AArris Group Inc *ARRS* 04269Q100 04/07/06 1,165 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Amend Omnibus Stock Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Ratify Auditors For For Mgmt 05/02/06 - AArrow Electronics, Inc. *ARW* 042735100 03/17/06 940 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/06 - AAssurant Inc *AIZ* 04621X108 03/31/06 2,810 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/06 - AAstrazeneca Plc (Formerly Zeneca Plc) 046353108 03/21/06 1,289 Meeting for Holders of ADRs 1 TO RECEIVE THE COMPANY S ACCOUNTS AND THE REPORTS OF For For Mgmt THE DIRECTORS AND AUDITOR FOR THE YEAR ENDED DECEMBER 31, 2005 2 TO CONFIRM DIVIDENDS For For Mgmt 3 Ratify Auditors For For Mgmt 4 TO AUTHORIZE THE DIRECTORS TO AGREE THE REMUNERATION OF For For Mgmt THE AUDITOR 5 Elect Directors For For Mgmt 6 TO APPROVE THE DIRECTORS REMUNERATION REPORT FOR THE For For Mgmt YEAR ENDED DECEMBER 31, 2005 7 TO AUTHORIZE LIMITED EU POLITICAL DONATIONS For For Mgmt 8 TO AUTHORIZE THE DIRECTORS TO ALLOT UNISSUED SHARES For For Mgmt 9 TO AUTHORIZE THE DIRECTORS TO DISAPPLY PRE-EMPTION For For Mgmt RIGHTS 10 TO AUTHORIZE THE COMPANY TO PURCHASE ITS OWN SHARES For For Mgmt 04/28/06 - AAT&T Inc *T* 00206R102 03/01/06 23,469 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 2.84 percent is within the allowable cap for this company of 5.00 percent. 4 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt ISS supports any reduction of a company's voting requirements. We believe that the proposed amendment is in shareholders' best interest as it represents an improvement in the company's corporate governance structure. 5 Report on Political Contributions Against Against ShrHoldr In the case of AT&T, ISS notes that the company does not appear to publish a policy on political contributions that clearly defines business objectives for its contributions, the process for evaluating and overseeing such contributions, or the management of AT&T's political action committees. ISS believes that some aspects of this resolution may be overly restrictive or burdensome; however, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote FOR this resolution. 6 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 7 Report on Pay Disparity Against Against ShrHoldr Therefore, based on our concerns regarding the utility of the proposed report and the changes made to company's compensation, we do not believe that preparation of the requested report would yield meaningful information to shareholders regarding the efficacy of the company's executive compensation policies and practices 8 Non-Employee Director Compensation Against Against ShrHoldr The proponent's concern on excessive CEO compensation is valid in the current environment. Executive compensation is a major concern among shareholders. Lucrative CEO compensation packages, stealth compensation in the form of deferred compensation and supplemental executive retirement plans, poor alignment of pay and performance have led to shareholders' dissatisfaction. The mounting concern is evidenced by the growing number of pay related shareholder proposals and the litigation on executive pay practices. However, the proponent has targeted director's compensation and not CEO's compensation. Unlike CEO's pay, director compensation is generally not pay for performance. Instead, directors receive annual retainer fee, plus additional fees for serving on committees and attending board and committee meetings. To align the interests of directors with shareholders, directors also receive automatic grants of stock options and/or stock awards. Abuse in the area of director compensation appears in isolated cases. Retirement packages, such as pension programs for directors are no longer common among companies. ISS believes the proponent's request to annually seek shareholder approval for every future director compensation package is burdensome and offers little value to shareholders. Furthermore, the proposal does not seek to address the real issue - runaway CEO compensation. 9 Submit Severance Agreement (Change in Control) to Against For ShrHoldr shareholder Vote Top executives of AT&T received approximately $31 million in severance pay when SBC acquired the company. Millions of dollars worth of stock options, restricted shares and performance-based shares also vested earlier than originally intended as a result of the trigger on change in control. ISS notes that the company has recently implemented good executive pay practices by limiting severance payments to no more than 2.99 times base salary and target bonus and eliminating tax gross-ups on severance payments. Furthermore, vesting of equity awards would no longer be accelerated under single trigger (i.e., significant change in company ownership structure) but would only occur under double trigger (i.e., significant change in company ownership structure coupled with loss in employment). However, ISS notes that the company does not have a severance policy in place whereby any amounts exceeding the threshold would require shareholder approval. In light of the previous large severance payments given to AT&T executives, ISS believes this binding shareholder proposal warrants support. Furthermore, the proposal provides some flexibility for the company, whereby the board may seek approval of the shareholder approval after the material terms of the severance agreement have been agreed upon. 10 Adopt Simple Majority Vote Requirement Against Against ShrHoldr ISS supports, where permitted under state law, the application of a simple majority voting requirement for most corporate actions. ISS maintains that a simple majority of voting shares should be sufficient to effect major transactions and changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking initiatives that are in shareholders' best interests. Therefore, we support the general idea of the shareholder proposal. However, management has submitted a proposal to reduce the vote requirement for any issues that can be subject to shareholder vote in the future (see item 4 above). As such, we feel that this proposal is unnecessary in light of the fact that the board has substantially addressed the concerns brought forth in the shareholder proposal. 02/09/06 - AAtwood Oceanics, Inc. *ATW* 050095108 12/30/05 842 1 Elect Directors For For Mgmt 2 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt This proposal is intended to modernize the company's current Restated Articles of Incorporation by conforming them to reflect the TBOC and by deleting provisions that are unnecessary, ineffective or otherwise inappropriate as a result of the adoption of the TBOC. In addition, the proposed amendment includes providing for the cumulative voting of directors (which is the company's current standard for director elections), which will no longer be the default rule for Texas corporations under the TBOC. Because the aforementioned changes are strictly administrative in nature and do not materially affect shareholders, ISS believes that shareholder support of this proposal is warranted. 3 Increase Authorized Common Stock For For Mgmt The requested increase of 30,000,000 shares is below the allowable threshold of 43,000,000 shares by 13,000,000 shares. We recommend a vote FOR Item 2. 4 Amend Omnibus Stock Plan For For Mgmt In this case, with respect to annual grants to non-employee directors, substituting one form of equity-based compensation for another does not increase the cost of the plan to shareholders. ISS has estimated the value of 2,000 stock options at $46,000, which is higher than the proposed $40,000 worth of restricted stock. In addition, based on the company's stock price of $78.03 as of Dec. 30, 2005, each non-employee director would receive 513 shares of restricted stock per year as opposed to 2,000 stock options, which would deplete the plan's share reserve at a significantly slower rate which is beneficial to shareholders. As such, ISS feels that shareholder support of this proposal is warranted at this time. 11/10/05 - SAutodesk, Inc. *ADSK* 052769106 09/15/05 6,140 1 Approve Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 11.53 percent is within the allowable cap for this company of 12.57 percent. Additionally, this plan expressly forbids repricing. 2 Amend Non-Employee Director Omnibus Stock Plan For For Mgmt VI. Vote Recommendation The total cost of the company's plans of 9.98 percent is within the allowable cap for this company of 12.57 percent. Additionally, this plan expressly forbids repricing. 06/08/06 - AAutodesk, Inc. *ADSK* 052769106 04/17/06 7,012 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 11/08/05 - AAutomatic Data Processing, Inc. *ADP* 053015103 09/09/05 2,371 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/06 - AAvalonBay Communities, Inc. *AVB* 053484101 03/08/06 390 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/06 - AAvery Dennison Corp. *AVY* 053611109 02/27/06 490 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 07/27/05 - AAvid Technology, Inc. *AVID* 05367P100 06/07/05 1,890 1 Increase Authorized Common Stock For For Mgmt 2 Elect Directors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plan of 15.54 percent is within the allowable cap for this company of 19.72 percent. 4 Ratify Auditors For For Mgmt 5 Adjourn Meeting For Against Mgmt Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 11/10/05 - AAvnet, Inc. *AVT* 053807103 09/12/05 2,359 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 12/16/05 - SAxa (Formerly Axa-Uap) 054536107 11/09/05 3,854 Meeting for Holders of ADRs 1 REVIEW AND APPROVAL OF THE MERGER OF FINAXA INTO AXA - For For Mgmt ROVAL OF ITS CONTRIBUTION CONSIDERATION AND THE ATED CAPITAL INCREASE SUBJECT TO THE CONDITIONS PRECEDENT RELATING TO THE MERGER 2 ALLOCATION OF THE MERGER PREMIUM OF FINAXA INTO AXA For For Mgmt SUBJECT TO THE SATISFACTION OF THE CONDITIONS PRECEDENT OF THE MERGER 3 CAPITAL DECREASE NOT JUSTIFIED BY LOSSES For For Mgmt 4 SUCCESSION TO THE OBLIGATIONS OF FINAXA PURSUANT TO THE For For Mgmt 2.75% 1997/2006 FINAXA CONVERTIBLE BONDS AND RENUNCIATION 5 SUCCESSION TO THE OBLIGATIONS OF FINAXA PURSUANT TO THE For For Mgmt SUBSCRIPTION OPTIONS GRANTED BY FINAXA AND RENUNCIATION 6 ACKNOWLEDGEMENT OF THE COMPLETION OF THE MERGER OF For For Mgmt FINAXA INTO AXA AND OF THE RELATED CAPITAL INCREASE 7 AMENDMENT OF ARTICLE 6 OF THE BYLAWS For For Mgmt 8 ISSUANCE OF CONVERTIBLE BONDS RESERVED TO 3% 1998/2007 None Against Mgmt FINAXA BONDS HOLDERS WITH POSSIBILITY OF EXCHANGE INTO AXA SHARES 9 REMOVAL OF THE PREFERENTIAL SUBSCRIPTION RIGHTS None Against Mgmt RELATING TO THE CONVERTIBLE BONDS TO THE BENEFIT OF NAMED PERSONS 10 AUTHORIZATION GRANTED TO THE MANAGEMENT BOARD TO Against Against Mgmt RESOLVE TO ISSUE SECURITIES WITH IMMEDIATE ACCESS TO THE SHARE CAPITAL Because the company does not foresee the need to issue shares for its savings-related share purchase plan at this time, shareholders are recommended to vote with management. 11 GRANT FULL AUTHORITY TO THE BEARER A COPY OF THESE For For Mgmt MINUTES TO COMPLY WITH ALL FORMAL PUBLICATION, AND SIGN ALL DOCUMENTS. 05/25/06 - ABancFirst Corp. *BANF* 05945F103 04/13/06 174 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For Against Mgmt V. Vote Recommendation Although the total cost of the company's plans of 4.97 percent is within the allowable cap for this company of 9.15 percent, the plan allows repricing of underwater stock options without shareholder approval, which we believe reduces the incentive value of the plan. 3 Amend Non-Employee Director Stock Option Plan For Against Mgmt VI. Vote Recommendation Although the total cost of the company's plans of 4.77 percent is within the allowable cap for this company of 9.15 percent, the plan allows repricing of underwater stock options without shareholder approval, which we believe reduces the incentive value of the plan. 4 Amend Deferred Compensation Plan For For Mgmt The proposal would allow non-employee directors to defer their compensation in the form of stock which would further align their interests with those of shareholders. 5 Ratify Auditors For For Mgmt 04/26/06 - ABank of America Corp. *BAC* 060505104 03/03/06 20,302 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 4.94 percent is within the allowable cap for this company of 5.79 percent. Additionally, this plan expressly forbids repricing. Although its three-year average burn rate of 2.87 percent is higher than its four-digit GICS peer group of 2.46 percent, the company maintains a three-year burn rate commitment equal to its GICS peer group of 2.46 percent as detailed above. Therefore, ISS will continue to monitor the awards granted to its participants pursuant to this public commitment. 4 Publish Political Contributions Against Against ShrHoldr When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In this case, the company notes that its contributions to political entities and the related disclosure comply with all applicable laws on this topic. The proposal asks that this report should be published within five business days of the annual meeting, and that reports disclosing the recipient and amount of each political contribution be made in a series of local and national newspapers. While ISS believes that increased disclosure is generally beneficial, it does not appear that the cost of preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of shareholder funds. In light of the potential costs associated with the requested report, we recommend that shareholders oppose this request. 5 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. Further, with regard to management's concern that the proposal does not consider potential board vacancies, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 6 Provide for an Independent Chairman Against For ShrHoldr Conclusion In this case, Bank of America has more than 2/3 independent outsiders on its board, all-independent key committees, and established governance guidelines. We note that the chairs of the Audit, Compensation, Corporate Governance, and Executive committees, on a rotating basis, preside as the lead director at the executive sessions of the board. However, as presiding/lead directors, they do not perform all the duties listed above. Further, the company delivered lower one-year total returns of 2.46 percent as compared with 4.91 percent for the S&P 500 Index and 6.83 percent for its GICS peer group. The company delivered three-year total returns of 14.33 percent, which was slightly lower than that of the S&P 500 Index (14.39%) and lower than its GICS peers (20.80%) (Compustat: See Shareholder Returns section above). ISS uses the entire GICS grouping of companies for total shareholder returns to measure company performance. We note that the one-year and three-year return comparison described under the Executive Compensation section includes only a peer group of 12 companies closest to Bank of America in revenue at fiscal year end within the same 6-digit GICS category. Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 7 Exclude Reference to Sexual Orientation from the Against Against ShrHoldr Company's EEO Statement Conclusion Therefore, considering potential benefits that may be associated with Bank of America's existing policy, and the absence of information suggesting that there are significant costs or negative impacts associated with including reference to sexual orientation in the EEO statement, we do not believe shareholder support for this resolution is warranted. 04/26/06 - ABank of America Corp. *BAC* 060505RKH 03/03/06 400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 4.94 percent is within the allowable cap for this company of 5.79 percent. Additionally, this plan expressly forbids repricing. Although its three-year average burn rate of 2.87 percent is higher than its four-digit GICS peer group of 2.46 percent, the company maintains a three-year burn rate commitment equal to its GICS peer group of 2.46 percent as detailed above. Therefore, ISS will continue to monitor the awards granted to its participants pursuant to this public commitment. 4 Publish Political Contributions Against Against ShrHoldr When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In this case, the company notes that its contributions to political entities and the related disclosure comply with all applicable laws on this topic. The proposal asks that this report should be published within five business days of the annual meeting, and that reports disclosing the recipient and amount of each political contribution be made in a series of local and national newspapers. While ISS believes that increased disclosure is generally beneficial, it does not appear that the cost of preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of shareholder funds. In light of the potential costs associated with the requested report, we recommend that shareholders oppose this request. 5 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. Further, with regard to management's concern that the proposal does not consider potential board vacancies, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 6 Provide for an Independent Chairman Against For ShrHoldr Conclusion In this case, Bank of America has more than 2/3 independent outsiders on its board, all-independent key committees, and established governance guidelines. We note that the chairs of the Audit, Compensation, Corporate Governance, and Executive committees, on a rotating basis, preside as the lead director at the executive sessions of the board. However, as presiding/lead directors, they do not perform all the duties listed above. Further, the company delivered lower one-year total returns of 2.46 percent as compared with 4.91 percent for the S&P 500 Index and 6.83 percent for its GICS peer group. The company delivered three-year total returns of 14.33 percent, which was slightly lower than that of the S&P 500 Index (14.39%) and lower than its GICS peers (20.80%) (Compustat: See Shareholder Returns section above). ISS uses the entire GICS grouping of companies for total shareholder returns to measure company performance. We note that the one-year and three-year return comparison described under the Executive Compensation section includes only a peer group of 12 companies closest to Bank of America in revenue at fiscal year end within the same 6-digit GICS category. Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 7 Exclude Reference to Sexual Orientation from the Against Against ShrHoldr Company's EEO Statement Conclusion Therefore, considering potential benefits that may be associated with Bank of America's existing policy, and the absence of information suggesting that there are significant costs or negative impacts associated with including reference to sexual orientation in the EEO statement, we do not believe shareholder support for this resolution is warranted. 04/28/06 - ABank of Hawaii Corp. *BOH* 062540109 02/28/06 2,368 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.48 percent is within the allowable cap for this company of 8.29 percent. Additionally, this plan expressly forbids repricing. However, the company's three year-average burn rate of 3.30 percent is higher than its four-digit GICS industry burn rate cap of 2.46 percent. Therefore, the company has failed ISS' three-year average burn rate policy. 3 Ratify Auditors For For Mgmt 07/06/05 - ABank of Ireland Group 46267Q103 05/31/05 1,510 Meeting for Holders of ADR's 1 TO ADOPT THE REPORT AND ACCOUNTS. For For Mgmt 2 TO DECLARE A DIVIDEND. For For Mgmt 3 TO ELECT MR PAUL HARAN AS A DIRECTOR. For For Mgmt 4 TO RE-ELECT THE FOLLOWING DIRECTOR: MR RICHARD BURROWS For For Mgmt (MEMBER OF THE GROUP REMUNERATION COMMITTEE) 5 TO RE-ELECT THE FOLLOWING DIRECTOR: MR BRIAN GOGGIN For For Mgmt 6 TO RE-ELECT THE FOLLOWING DIRECTOR: MR DENIS O BRIEN For For Mgmt (MEMBER OF THE GROUP REMUNERATION COMMITTEE) 7 TO RE-ELECT THE FOLLOWING DIRECTOR: MR JOHN O DONOVAN For For Mgmt 8 TO RE-ELECT THE FOLLOWING DIRECTOR: DR MARY REDMOND For For Mgmt 9 TO AUTHORISE THE DIRECTORS TO DETERMINE THE For For Mgmt REMUNERATION OF THE AUDITORS. 10 TO RENEW THE BANK S AUTHORITY TO PURCHASE ITS OWN STOCK. For For Mgmt 11 TO DETERMINE THE RE-ISSUE PRICE RANGE FOR TREASURY For For Mgmt STOCK. 12 TO RENEW THE DIRECTORS AUTHORITY TO ISSUE ORDINARY For For Mgmt STOCK ON A NON-PRE-EMPTIVE BASIS FOR CASH. The amount of potential dilution that existing shareholders would have to accept is only 5 percent, and the number of shares available for rights issues in which the preemptive rights of certain shareholders are waived is sufficiently limited to protect shareholders from excessive cash calls. 13 TO RENEW THE DIRECTORS AUTHORITY TO ISSUE ORDINARY For For Mgmt STOCK ON A NON-PRE-EMPTIVE BASIS FOR OTHER THAN CASH. 14 TO AMEND THE BYE-LAWS TO ENABLE DIRECTORS TO ISSUE AND For For Mgmt ALLOT NEW PREFERENCE STOCK. 03/03/06 - ABank Of Nova Scotia *BNS.* 064149107 01/13/06 3,140 1 Elect Directors For For Mgmt 2 Ratify KPMG LLP as Auditors For For Mgmt 3 Include Financial Statements of Bank Subsidiaries in Against Against ShrHoldr Tax Havens in Annual Report Given the highly regulated nature of the financial services industry in Canada, as well as continuing efforts by government agencies working with similar global partners to combat money laundering, terrorist financing, tax evasion and tax fraud, ISS believes that this area of concern is more appropriately the purview of government oversight and law enforcement. We also believe that the Bank's board and management are much better informed and qualified to assess any risk factors associated with subsidiary operations and that including separate financial statements for each subsidiary in a so-called tax haven would not afford shareholders the same degree of insight or competency in this regard. And for any shareholder who is compelled to do so, as the proponent acknowledges, the Bank Act does provide for shareholder access to the financial statements in question for examination and the ability to take extracts of this information free of charge. On the basis of the foregoing, ISS recommends that shareholders vote against this proposal. 4 Submit Any Increase in Senior Executive Compensation to Against Against ShrHoldr a Shareholder Vote In view of the restrictive nature of this proposal and the broad range of implications of submitting all increases to executive compensation to a shareholder vote, ISS does not feel that this shareholder proposal warrants support 5 Persons Tainted by Judicial Findings of Unethical Against Against ShrHoldr Behaviour are Not Eligible to Serve as Directors While the proposal addresses a legitimate issue, we are concerned about the practical application by a nominating committee of the proponent's proposed policy. To exclude as a candidate director any person "implicated" whether named or not, would be a difficult policy to administer in the broadest possible way, which the proponent seems to require. The severity of the implication and the level of involvement in or any association with any indiscretion are important issues to consider. In addition, we believe that the bank's policies and due diligence procedures are designed to address the problem raised by the proponent, while giving the board some discretion. ISS does not feel that this shareholder proposal warrants support. 04/27/06 - ABarclays Plc 06738E204 03/21/06 4,409 Meeting for Holders of ADRs 1 TO RECEIVE THE DIRECTORS AND AUDITORS REPORTS AND THE For For Mgmt AUDITED ACCOUNTS FOR THE YEAR ENDED 31ST DECEMBER 2005. 2 TO APPROVE THE REPORT ON REMUNERATION FOR THE YEAR For For Mgmt ENDED 31ST DECEMBER 2005. 3 Elect Directors For For Mgmt 4 Ratify Auditors For For Mgmt 5 TO AUTHORISE THE DIRECTORS TO SET THE REMUNERATION OF For For Mgmt THE AUDITORS. 6 TO AUTHORISE THE COMPANY TO MAKE EU POLITICAL DONATIONS. For For Mgmt 7 TO RENEW THE AUTHORITY GIVEN TO BARCLAYS BANK PLC TO For For Mgmt MAKE EU POLITICAL DONATIONS. 8 TO RENEW THE AUTHORITY GIVEN TO THE DIRECTORS TO ALLOT For For Mgmt SECURITIES. 9 TO RENEW THE AUTHORITY GIVEN TO THE DIRECTORS TO ALLOT For For Mgmt SECURITIES FOR CASH OTHER THAN ON A PRO-RATA BASIS TO SHAREHOLDERS AND TO SELL TREASURY SHARES. 10 TO RENEW THE COMPANY S AUTHORITY TO PURCHASE ITS OWN For For Mgmt SHARES. 06/07/06 - ABarnes & Noble, Inc. *BKS* 067774109 04/12/06 625 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/04/06 - ABasf AG 055262505 03/28/06 787 Meeting for Holders of ADRs 1 ADOPTION OF A RESOLUTION ON THE APPROPRIATION OF PROFIT For For Mgmt 2 ADOPTION OF A RESOLUTION GIVING FORMAL APPROVAL TO THE For For Mgmt ACTIONS OF THE SUPERVISORY BOARD 3 ADOPTION OF A RESOLUTION GIVING FORMAL APPROVAL TO THE For For Mgmt ACTIONS OF THE BOARD OF EXECUTIVE DIRECTORS 4 ELECTION OF AN AUDITOR FOR THE FINANCIAL YEAR 2006 For For Mgmt 5 AUTHORIZATION TO BUY BACK SHARES AND TO PUT THEM TO For For Mgmt FURTHER USE INCLUDING THE AUTHORIZATION TO REDEEM BOUGHT-BACK SHARES AND REDUCE CAPITAL 6 AUTHORIZATION TO ACQUIRE OWN SHARES USING DERIVATIVE For For Mgmt FINANCIAL INSTRUMENTS 7 AMENDMENT OF ARTICLES 8, 12 AND 16 OF THE ARTICLES OF For Against Mgmt ASSOCIATION Lastly, a company representative from BASF informed ISS that, at the AGM, the chair of the shareholder meeting might unbundle these amendments into three separate voting items (7a, 7b, and 7c). If this were to occur, shareholders would then be advised to support Items 7b and 7c and to vote against Item 7a. 04/25/06 - ABB&T Corporation *BBT* 054937RKH 02/28/06 400 1 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 2 Amend Nomination Procedures for the Board For For Mgmt Given that the proposed change does not constitute a material amendment, we believe this proposal warrants shareholder support. 3 Elect Directors For For Mgmt 4 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Ratify Auditors For For Mgmt 06/28/06 - ABE Aerospace, Inc. *BEAV* 073302101 05/02/06 1,040 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.79 percent is within the allowable cap for this company of 8.92 percent. Additionally, this plan expressly forbids repricing. 3 Increase Authorized Common Stock For For Mgmt The requested increase of 100,000,000 shares is below the allowable threshold of 155,000,000 shares. 4 Implement MacBride Principles Against Against ShrHoldr ISS encourages BE Aerospace to implement and disclose a code of conduct that discusses the company's policies on workplace labor rights. However, based on the fact that the existing reporting requirements are substantially similar to the MacBride Principles, the potential difficulties associated with full implementation of the Principles, and the lack of any recent controversies regarding the company's operations in Northern Ireland, we recommend that shareholders oppose this request. 01/31/06 - ABecton, Dickinson and Company *BDX* 075887109 12/07/05 2,110 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Toxic Chemicals Against Against ShrHoldr ISS believes that Becton Dickinson's current level of disclosure is inadequate and we encourage the company to provide thorough insight into its policies on PBTs and how such policies may impact the company's global operations and protect shareholder value. However, we are concerned about the scope of this resolution, particularly the aspects dealing with substitution. As such, while ISS believes that the company could benefit from increased disclosure of its policies, we do not believe that shareholder support for this resolution is warranted at this time. 4 Provide for Cumulative Voting Against For ShrHoldr The company does not have an annually elected board (the board is classified) and therefore fails to meet all of the aforementioned corporate governance and performance criteria. Accordingly, this cumulative voting proposal warrants shareholder support at this time. 04/24/06 - ABellSouth Corp. *BLS* 079860102 03/06/06 12,077 1 Elect Directors For Split Mgmt 1.1 Elect Director F. D. Ackerman --- For We recommend a vote FOR the directors with the exception of J. Hyatt Brown, from whom we recommend shareholders WITHHOLD votes for sitting on more than three public boards while serving as a CEO. 1.2 Elect Director R. V. Anderson --- For 1.3 Elect Director J. H. Blanchard --- For 1.4 Elect Director J. H. Brown --- Withhold 1.5 Elect Director A. M. Codina --- For 1.6 Elect Director M. L. Feidler --- For 1.7 Elect Director K. F. Feldstein --- For 1.8 Elect Director J. P. Kelly --- For 1.9 Elect Director L. F. Mullin --- For 1.10 Elect Director R. B. Smith --- For 1.11 Elect Director W. S. Stavropoulos --- For 2 Ratify Auditors For For Mgmt 3 Political Contributions/Activities Against Against ShrHoldr In the case of BellSouth, ISS notes that the company discusses its policies on political contributions on the company website, and these policies do not appear inconsistent with industry standards or existing regulations on this issue. Specifically, BellSouth's discussion of political contributions details of the approval and oversight process for such disbursements, the company's strategic approach to protecting its position through involvement in the political process, and the specific organization that is accountable for political contributions within the company. Furthermore, the company does provide links to external websites that report information on BellSouth's contributions. ISS agrees with the proponents that data on every type of political contribution may not be easily accessed, and that the company should be mindful of the end use of its contributions to ensure that they do not fund organizations which may support agenda's contrary to BellSouth's interests. However, the information provided by BellSouth's disclosure, including links to external websites that provide more detailed disclosure of specific types of contributions, does provide shareholders with some insight into the company's policies and controls. Therefore, ISS does not believe that additional reporting on this matter is warranted at this time. 06/21/06 - ABest Buy Co., Inc. *BBY* 086516101 04/24/06 1,890 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/16/06 - ABFC Financial Corp. *BFF* 055384200 03/20/06 5 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 11/25/05 - ABHP Billiton Limited (Formerly BHP Ltd.) 088606108 09/15/05 2,508 *BHP* Meeting for Holders of ADRs 1 TO RECEIVE THE FINANCIAL STATEMENTS AND REPORTS OF BHP For For Mgmt BILLITON PLC. 2 TO RECEIVE THE FINANCIAL STATEMENTS AND REPORTS OF BHP For For Mgmt BILLITON LIMITED. 3 Elect Directors For For Mgmt 4 Ratify Auditors For For Mgmt 5 TO RENEW THE GENERAL AUTHORITY TO ALLOT SHARES IN BHP For For Mgmt BILLITON PLC. 6 TO RENEW THE DISAPPLICATION OF PRE-EMPTION RIGHTS IN For For Mgmt BHP BILLITON PLC. 7 TO APPROVE THE RE-PURCHASE OF SHARES IN BHP BILLITON For For Mgmt PLC. 8 TO APPROVE THE REMUNERATION REPORT. For For Mgmt 9 TO APPROVE THE GRANT OF AWARDS OF MR C W GOODYEAR UNDER For For Mgmt THE GIS AND THE LTIP. 10 TO APPROVE THE GRANT OF AWARDS TO MR M SALAMON UNDER For For Mgmt THE GIS AND THE LTIP. 11 TO APPROVE THE AMENDMENTS TO THE ARTICLES OF For For Mgmt ASSOCIATION OF BHP BILLITON PLC. 12 TO APPROVE THE AMENDMENTS TO THE CONSTITUTION OF BHP For For Mgmt BILLITON LIMITED. 06/21/06 - ABioMarin Pharmaceutical Inc. *BMRN* 09061G101 05/05/06 2,360 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 15.72 percent is within the allowable cap for this company of 16.78 percent. Additionally, this plan expressly forbids repricing. 4 Approve Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 05/19/06 - ABIOMED REALTY TRUST INC *BMR* 09063H107 03/31/06 1,552 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 01/31/06 - ABJ Services Company *BJS* 055482103 12/06/05 2,180 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt The requested increase of 530,000,000 shares is below the allowable threshold of 627,000,000 shares by 97,000,000 shares. We recommend a vote FOR Item 2. 3 Adjourn Meeting For Against Mgmt Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 06/14/06 - ABlackboard Inc *BBBB* 091935502 04/17/06 107 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plan of 13.17 percent is within the allowable cap for this company of 16.63 percent. 3 Ratify Auditors For For Mgmt 05/23/06 - ABNP Paribas SA (Fm. Banque Nationale De 05565A202 04/25/06 6,600 Paris) Meeting for Holders of ADRs 1 APPROVAL OF THE CONSOLIDATED BALANCE SHEET AND THE For For Mgmt CONSOLIDATED PROFIT AND LOSS ACCOUNT AT 31 DECEMBER 2005 2 APPROVAL OF THE BANK S BALANCE SHEET AND PROFIT AND For For Mgmt LOSS ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 2005 3 APPROPRIATION OF INCOME FOR THE YEAR ENDED 31 DECEMBER For For Mgmt 2005 AND DIVIDEND DISTRIBUTION 4 AUDITORS SPECIAL REPORT ON THE TRANSACTIONS AND For For Mgmt AGREEMENTS GOVERNED BY ARTICLE L.225-38 OF THE COMMERCIAL CODE 5 AUTHORISATION FOR BNP PARIBAS TO BUY BACK ITS OWN SHARES For For Mgmt 6 APPOINT THE TERM OF OFFICE AS DIRECTOR LAURENSE PARISOT For For Mgmt FOR A PERIOD OF THREE YEARS 7 RENEWAL OF THE TERM OF OFFICE AS DIRECTOR OF CLAUDE For For Mgmt BEBEAR FOR A PERIOD OF THREE YEARS 8 RENEWAL OF THE TERM OF OFFICE AS DIRECTOR OF JEAN-LOUIS For For Mgmt BEFFA FOR A PERIOD OF THREE YEARS 9 RENEWAL OF THE TERM OF OFFICE AS DIRECTOR OF ALAIN JOLY For For Mgmt FOR A PERIOD OF THREE YEARS 10 RENEWAL OF THE TERM OF OFFICE AS DIRECTOR OF DENIS For For Mgmt KASSLER FOR A PERIOD OF THREE YEARS 11 APPOINTMENT OF PRINICIPAL AND DEPUTY AUDITORS For For Mgmt 12 RENEWAL OF THE APPOINTMENTS OF THE PRINCIPAL AND DEPUTY For For Mgmt AUDITORS THAT ARE DUE TO EXPIRE 13 RENEWAL OF THE APPOINTMENTS OF THE PRINCIPAL AND DEPUTY For For Mgmt AUDITORS THAT ARE DUE TO EXPIRE 14 POWERS TO CARRY OUT FORMALITIES For For Mgmt 05/23/06 - SBNP Paribas SA (Fm. Banque Nationale De 05565A202 04/26/06 6,600 Paris) Meeting for Holders of ADRs 1 ISSUE OF ORDINARY SHARES AND SHARE EQUIVALENTS WITH For For Mgmt PRE-EMPTIVE SUBSCRIPTION RIGHTS 2 LIMITATION OF THE ISSUE OF SHARES AND SHARE EQUIVALENTS For For Mgmt WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS 3 CHARGING AGAINST THE AUTHORISED AMOUNT TO BE ISSUED For For Mgmt WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS 4 ISSUANCE OF SHARES TO BE PAID UP BY CAPITALISING For For Mgmt INCOME, RETAINED EARNINGS OR ADDITIONAL PAID-IN-CAPITAL 5 OVERALL LIMITATION OF AUTHORISATIONS For For Mgmt 6 AMENDMENT OF THE FOURTEENTH RESOLUTION ADOPTED BY THE For For Mgmt COMBINED ANNUAL MEETING OF 18 MAY 2005 7 AUTHORISATION TO BE GIVEN TO THE BOARD OF DIRECTORS TO For For Mgmt INCREASE THE CAPITAL VIA THE ISSUE OF SHARES RESERVED FOR THE MEMBERS 8 AUTHORISATION TO BE GIVEN TO THE BOARD TO REDUCE THE For For Mgmt BANK S CAPITAL BY THE CANCELLATION OF SHARES 9 APPROVAL OF THE MERGER OF SOCIETE CENTRALE D For For Mgmt INVESTISSEMENTS INTO BNP PARIBAS 10 AMENDMENT OF THE ARTICLES OF ASSOCIATION WITH REGARD TO For For Mgmt THE ELECTION OF DIRECTORS BY EMPLOYEES 11 POWERS TO CARRY OUT FORMALITIES For For Mgmt 04/25/06 - ABOK Financial Corp. *BOKF* 05561Q201 03/01/06 86 1 Elect Directors For Split Mgmt 1.1 Elect Director Gregory S. Allen --- For We recommend a vote FOR the directors with the exception of insiders Stanley A. Lybarger, George B. Kaiser, V. Burns Hargis, Robert G. Greer, and C. Fred Ball, Jr., affiliated outsiders Chester Cadieux, III and E. Carey Joullian, IV, and independent outsider Paula Marshall-Chapman. We recommend that shareholders WITHHOLD votes from Paula Marshall-Chapman for poor attendance. We also recommend that shareholders WITHHOLD votes from E. Carey Joullian, IV and Chester Cadieux, III for standing as affiliated outsiders on the Audit Committee and for failure to establish an independent nominating committee. Lastly, we recommend that shareholders WITHHOLD votes from Stanley A. Lybarger, George B. Kaiser, V. Burns Hargis, Robert G. Greer and C. Fred Ball, Jr. for failure to establish an independent nominating committee. 1.2 Elect Director C. Fred Ball, Jr. --- Withhold 1.3 Elect Director Sharon J. Bell --- For 1.4 Elect Director Peter C. Boylan, III --- For 1.5 Elect Director Chester Cadieux, III --- Withhold 1.6 Elect Director Paula Marshall-Chapman --- Withhold 1.7 Elect Director William E. Durrett --- For 1.8 Elect Director Robert G. Greer --- Withhold 1.9 Elect Director David F. Griffin --- For 1.10 Elect Director V. Burns Hargis --- Withhold 1.11 Elect Director E. Carey Joullian, IV --- Withhold 1.12 Elect Director George B. Kaiser --- Withhold 1.13 Elect Director Judith Z. Kishner --- For 1.14 Elect Director Thomas L. Kivisto --- For 1.15 Elect Director David L. Kyle --- For 1.16 Elect Director Robert J. LaFortune --- For 1.17 Elect Director Stanley A. Lybarger --- Withhold 1.18 Elect Director Steven J. Malcolm --- For 2 Amend Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.27 percent is within the allowable cap for this company of 7.60 percent. 05/03/06 - ABoston Properties Inc. *BXP* 101121101 03/15/06 500 1 Elect Directors For Withhold Mgmt 1.1 Elect Director William M. Daley --- Withhold We recommend withholding votes from all nominees. We recommend shareholders WITHHOLD votes from Edward H. Linde, David A. Twardock, and William M. Daley for failure to implement the shareholder proposal to declassify the board of directors. 1.2 Elect Director Edward H. Linde --- Withhold 1.3 Elect Director David A. Twardock --- Withhold 2 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 3 Performance-Based Against For ShrHoldr While ISS considers the company's short-term incentive compensation to be performance-based and includes most of the positive features that we look for, we do not feel that the company's long-term compensation program goes far enough to substantially tie pay to future performance for senior executives at the company. The company has a practice of granting restricted shares/LTIP units as a reward for past performance, as opposed to granting performance-based equity awards that are contingent upon future performance, preferably with clearly disclosed performance criteria, hurdle rates for those criteria, and measured against a peer group. As such, ISS supports this shareholder proposal. 04/20/06 - ABP PLC (Form. Bp Amoco Plc ) 055622104 02/17/06 677 Meeting for Holders of ADRs 1 TO RECEIVE THE DIRECTORS ANNUAL REPORT AND THE ACCOUNTS For For Mgmt 2 TO APPROVE THE DIRECTORS REMUNERATION REPORT For For Mgmt 3 Elect Directors For For Mgmt 4 Ratify Auditors For For Mgmt 5 SPECIAL RESOLUTION: TO GIVE LIMITED AUTHORITY FOR THE For For Mgmt PURCHASE OF ITS OWN SHARES BY THE COMPANY 6 TO GIVE AUTHORITY TO ALLOT SHARES UP TO A SPECIFIED For For Mgmt AMOUNT 7 SPECIAL RESOLUTION: TO GIVE AUTHORITY TO ALLOT A For For Mgmt LIMITED NUMBER OF SHARES FOR CASH WITHOUT MAKING AN OFFER TO SHAREHOLDERS 12/21/05 - SBrandywine Realty Trust *BDN* 105368203 11/15/05 1,562 1 Issue Shares in Connection with an Acquisition For For Mgmt The board states as reasons for the merger, among others: (1) the opportunity for the combined company to replicate Brandywine's regional approach to owning and managing real estate in three dynamic markets where Prentiss has a strong presence: Metro Washington, D.C., Oakland, California and Austin, Texas, each of which is projected to have higher rental rate and job growth characteristics than Brandywine's current markets, (2) the opportunity to acquire through a single transaction a portfolio of high-quality properties, together with an experienced management team, that could not be easily replicated through acquisitions of individual assets, (3) the value-added development opportunities in high growth markets afforded to Brandywine by the developable land owned by Prentiss, and (4) the ability of the combined company to generate internal capital and to deploy its capital in an increased number of core-targeted markets, affording the combined company more consistent avenues of growth. Based on our review of the terms of the transaction and the factors described above, specifically the sensible strategic rationale, we believe that the merger agreement warrants shareholder support. 06/06/06 - ABright Horizons Family Solutions, Inc. 109195107 04/13/06 701 *BFAM* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.81 percent is within the allowable cap for this company of 10.72 percent. Additionally, this plan expressly forbids repricing. 04/27/06 - ABritish American Tobacco Plc 110448107 03/21/06 364 Meeting for Holders of ADRs 1 TO RECEIVE THE 2005 REPORT AND ACCOUNTS For For Mgmt 2 TO APPROVE THE 2005 REMUNERATION REPORT For For Mgmt 3 TO DECLARE THE FINAL DIVIDEND FOR 2005 For For Mgmt 4 Ratify Auditors For For Mgmt 5 TO AUTHORISE THE DIRECTORS TO AGREE THE AUDITORS For For Mgmt REMUNERATION 6 TO REAPPOINT THE DIRECTOR RETIRING BY ROTATION: DR ANA For For Mgmt MARIA LLOPIS (A, C, N, R) 7 TO REAPPOINT THE DIRECTOR RETIRING BY ROTATION: ANTONIO For For Mgmt MONTEIRO DE CASTRO 8 TO REAPPOINT THE DIRECTOR RETIRING BY ROTATION: RUPERT For For Mgmt PENNANT-REA (A, C, N, R) 9 TO REAPPOINT THE DIRECTOR RETIRING BY ROTATION: JAN DU For For Mgmt PLESSIS (N) 10 TO REAPPOINT ANTHONY RUYS (A, C, N, R) AS A DIRECTOR For For Mgmt WHO HAS BEEN APPOINTED SINCE THE LAST ANNUAL GENERAL MEETING 11 TO RENEW THE DIRECTORS AUTHORITY TO ALLOT SHARES For For Mgmt 12 TO RENEW THE DIRECTORS AUTHORITY TO DISAPPLY For For Mgmt PRE-EMPTION RIGHTS 13 TO AUTHORISE THE COMPANY TO PURCHASE ITS OWN SHARES For For Mgmt 04/27/06 - ABroadcom Corp. *BRCM* 111320107 02/28/06 5,715 1 Elect Directors For For Mgmt 2 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt The requested increase of 1,700,000,000 shares is below the allowable threshold of 1,840,000,000 shares. Additionally, the deletion of rights, preferences and privileges of the preferred stock would not have an adverse effect on shareholders since all of the preferred stock were converted to Class B common stock and the elimanation of such rights is just to avoid confusion of shares. As such, both proposal warrants a shareholder vote. 3 Establish Range For Board Size For For Mgmt ISS believes that the proposed change is relatively minor and that it is not motivated by a desire to entrench management. 4 Amend Non-Employee Director Omnibus Stock Plan For Against Mgmt V. Vote Recommendation The total cost of the company's plans of 63.17 percent is above the allowable cap for this company of 12.50 percent. Additionally, this company has repriced stock options without shareholder approval in the past. The plan also allows repricing of underwater stock options without shareholder approval, which we believe reduces the incentive value of the plan. 5 Ratify Auditors For For Mgmt 11/10/05 - SBrookfield Asset Management Inc. *BAM.A* 10549P606 09/26/05 3,367 Meeting For Class A Limited Voting Shares 1 Change Company Name to Brookfield Asset Management Inc. For For Mgmt 04/28/06 - ABrookfield Asset Management Inc. *BAM.A* 112585104 03/17/06 3,367 Agenda For Class A Limited Voting Shares 1 Approve Increase in Size of Board For For Mgmt 2 Elect Directors For For Mgmt 3 Ratify Deloitte & Touche LLP as Auditors and Authorize For For Mgmt Board to Fix Remuneration of Auditors 05/25/06 - ABuilders Firstsource Inc *BLDR* 12008R107 03/30/06 1,453 1 Elect Directors For Split Mgmt 1.1 Elect Director Michael Graff --- For We recommend a vote FOR the directors with the exception of affiliated outsider Brett N. Milgrim. We recommend that shareholders WITHHOLD votes from Brett N. Milgrim for standing as an affiliated outsider on the Audit Committee and for failure to establish independent nominating and compensation committees. 1.2 Elect Director Robert C. Griffin --- For 1.3 Elect Director Brett N. Milgrim --- Withhold 2 Ratify Auditors For For Mgmt 05/02/06 - ABuilding Material Holding Corp. *BMHC* 120113105 03/08/06 301 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/19/06 - ABurlington Northern Santa Fe Corp. *BNI* 12189T104 02/28/06 3,720 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.49 percent is within the allowable cap for this company of 6.63 percent. Additionally, this plan expressly forbids repricing. 4 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders (for compensation that is intended to be "performance-based") who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Require a Majority Vote for the Election of Directors Against For ShrHoldr 6 Separate Chairman and CEO Positions Against For ShrHoldr Absent a designated lead director who performs all of the duties listed above, ISS believes that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 03/30/06 - SBurlington Resources Inc. 122014103 02/24/06 3,549 1 Approve Merger Agreement For For Mgmt Management and the board of directors viewed the following factors as deciding before approving the merger agreement: 1. The merger consideration at announcement represents a premium of approximately 20.9 percent to the closing sale price of the Burlington common stock on Dec. 9, 2005; 2. Burlington shareholders will receive a substantial cash payment for their shares, while at the same time retaining a large equity stake in the combined company, which will afford Burlington shareholders the opportunity to participate in the future financial performance of a larger, more diversified, global, integrated energy company; 3. The Burlington board of directors considered the opinions of each of Morgan Stanley and JP Morgan, that, as of Dec. 12, 2005, the consideration to be paid to Burlington shareholders pursuant to the merger agreement, was fair from a financial point of view to the Burlington shareholders; and 4. The Burlington board of directors considered possible alternatives to the merger, including the possibility of an alternative transaction with a third party. The Burlington board of directors believes that a limited number of other companies might potentially have an interest in a business combination transaction with Burlington. The board believed that it was uncertain that another third party would have an interest in such a transaction and concluded that there was no assurance that solicitation of alternative proposals from third parties would lead to a proposal that would be more favorable to Burlington shareholders than the transaction with ConocoPhillips. Based on our review of the terms of the transaction and the factors described above, in particular the premium at announcement, we believe that the merger agreement warrants shareholder support. 2 Adjourn Meeting For For Mgmt 04/19/06 - AC. R. Bard, Inc. *BCR* 067383109 02/27/06 3,222 1 Elect Directors For For Mgmt 1.1 Elect Director Marc C. Breslawsky --- For We recommend a vote FOR the directors. 1.2 Elect Director Herbert L. Henkel --- For 1.3 Elect Director Timothy M. Ring --- For 1.4 Elect Director Tommy G. Thompson --- For 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 8.58 percent is within the allowable cap for this company of 9.37 percent. Additionally, this plan expressly forbids repricing. 3 Amend Non-Employee Director Stock Option Plan For For Mgmt VI. Vote Recommendation The total cost of the company's plans of 6.78 percent is within the allowable cap for this company of 9.37 percent. Additionally, this plan expressly forbids repricing. 4 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 5 Ratify Auditors For For Mgmt 6 Adopt ILO Standards Against For ShrHoldr We recommend a vote FOR this resolution. 08/24/05 - ACA Inc *CA* 204912109 07/01/05 40 1 Elect Directors For For Mgmt 2 Ratify Change in Control of Severance Policy For For Mgmt 3 Ratify Auditors For For Mgmt 4 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.49 percent is within the allowable cap for this company of 12.40 percent. Additionally, this plan expressly forbids repricing. 05/05/06 - ACameron International Corp *CAM* 216640102 03/10/06 3,410 1 Elect Directors For For Mgmt 1.1 Elect Director Nathan M. Avery --- For We recommend a vote FOR the directors. 1.2 Elect Director C. Baker Cunningham --- For 1.3 Elect Director Sheldon R. Erikson --- For 2 Ratify Auditors For For Mgmt 3 Change Company Name For For Mgmt 4 Amend Omnibus Stock Plan For Against Mgmt V. Vote Recommendation The total cost of the company's plans of 4.06 percent is within the allowable cap for this company of 5.56 percent. Additionally, this plan expressly forbids repricing. However, company's three-year average burn rate is 2.62%, exceeding the allowable industry burn rate cap of 2.5%. 05/04/06 - ACanadian Natural Resources Ltd. *CNQ.* 136385101 03/15/06 5,380 1 Elect Directors For For Mgmt 2 Approve PricewaterhouseCoopers LLP as Auditors and For For Mgmt Authorize Board to Fix Remuneration of Auditors 03/30/06 - ACanon Inc. *7751* 138006309 12/29/05 2,071 Meeting for Holders of ADRs 1 APPROVAL OF THE PROPOSAL OF PROFIT APPROPRIATION FOR For For Mgmt THE 105TH BUSINESS TERM 2 PARTIAL AMENDMENT OF THE ARTICLES OF INCORPORATION. For For Mgmt GIST OF THIS ITEM IS SET FORTH IN THE ENCLOSED REFERENCE MATERIALS FOR EXERCISE OF VOTING RIGHTS. 3 ELECTION OF TWENTY-SIX DIRECTORS For For Mgmt It is not ISS policy in Japan to oppose director nominees solely for a lack of independence in the absence of other problems, and so we recommend that shareholders support the company's nominees for the board. However, we urge the company to reconsider its insider-only policy, and we urge shareholders to engage the company in a dialogue about this issue. 4 ELECTION OF TWO CORPORATE AUDITORS For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominees for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 5 GRANT OF RETIRING ALLOWANCE TO DIRECTORS AND CORPORATE For Against Mgmt AUDITOR TO BE RETIRED As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing the whole item. 05/02/06 - ACapital Corporation Of The West *CCOW* 140065202 03/03/06 232 1 Elect Directors For For Mgmt 05/10/06 - ACaremark Rx, Inc. *CMX* 141705103 03/31/06 5,052 1 Elect Directors For For Mgmt 2 Report Policies For Political Contributions Against For ShrHoldr In the case of Caremark, ISS notes that the company briefly discusses the right of employees to be involved in the political process as private citizens in its Code of Conduct; as well as information regarding the company's oversight and accountability procedures. That said, there is no detailed information available about the company's general business rationale for its contributions or the administration of the company's PAC. Therefore, while ISS believes that some aspects of this resolution may be overly restrictive or burdensome and notes that the company does provide some basic insight into the oversight of political contributions at Caremark, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions. As such, we recommend that shareholders vote FOR this resolution. 08/09/05 - ACatalina Marketing Corp. *POS* 148867104 06/20/05 1,076 1 Elect Directors For For Mgmt 2 Amend Non-Employee Director Restricted Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 10.65 percent is within the allowable cap for this company of 16.88 percent. However, the company's three year average burn rate of 4.30 percent is higher than its four-digit GICS peer group of 3.84 percent. Therefore, the company has failed ISS's three-year average burn rate policy. 3 Ratify Auditors For For Mgmt 06/14/06 - ACaterpillar Inc. *CAT* 149123101 04/17/06 964 1 Elect Directors For For Mgmt 1.1 Elect Director David R. Goode --- For We recommend a vote FOR the directors. 1.2 Elect Director James W. Owens --- For 1.3 Elect Director Charles D. Powell --- For 1.4 Elect Director Joshua I. Smith --- For 2 Increase Authorized Common Stock For For Mgmt The requested increase of 1,100,000,000 shares is below the allowable threshold of 1,530,000,000 shares. 3 Approve Omnibus Stock Plan For Against Mgmt V. Vote Recommendation We commend the company for forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 10.81 percent is above the allowable cap for this company of 5.91 percent. 4 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Ratify Auditors For For Mgmt 6 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 7 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 8 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 05/08/06 - ACBL & Associates Properties, Inc. *CBL* 124830100 03/13/06 940 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/02/06 - ACelanese Corp. *CE* 150870103 03/06/06 1,310 1 Elect Directors For Split Mgmt 1.1 Elect Director David F. Hoffmeister --- For We recommend a vote FOR the directors with the exception of insiders Anjan Mukherjee and Paul H. O'Neill. We recommend that shareholders WITHHOLD votes from Anjan Mukherjee for standing as an insider on the Compensation and Nominating committees and for failure to establish a majority independent board. Finally, we recommend that shareholders WITHHOLD votes from Paul H. O'Neill for failure to establish a majority independent board. 1.2 Elect Director James E. Barlett --- For 1.3 Elect Director Anjan Mukherjee --- Withhold 1.4 Elect Director Paul H. O'Neill --- Withhold 2 Ratify Auditors For For Mgmt 04/25/06 - ACentene Corp. *CNC* 15135B101 03/03/06 1,518 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 09/27/05 - ACentennial Communications Corp *CYCL* 15133V208 08/19/05 754 1 Elect Directors For Split Mgmt 1.1 Elect Director Anthony J. de Nicola --- Withhold We recommend a vote FOR the directors with the exception of insiders Michael J. Small, Thomas E. McInerney, James R. Matthews and Anthony J. de Nicola. We recommend that shareholders WITHHOLD votes from Michael J. Small and James R. Matthews for failure to establish an independent nominating committee. We also recommend that shareholders WITHHOLD votes from Thomas E. McInerney for standing as an insider on the Compensation Committee and for failure to establish an independent nominating committee. Lastly, we recommend that shareholders WITHHOLD votes from Anthony J. de Nicola for poor attendance, for standing as an insider on the Compensation Committee and for failure to establish an independent nominating committee. 1.2 Elect Director James R. Matthews --- Withhold 1.3 Elect Director Thomas E. McInerney --- Withhold 1.4 Elect Director James P. Pellow --- For 1.5 Elect Director Raymond A. Ranelli --- For 1.6 Elect Director Robert D. Reid --- For 1.7 Elect Director Scott N. Schneider --- For 1.8 Elect Director Michael J. Small --- Withhold 1.9 Elect Director J. Stephen Vanderwoude --- For 2 Ratify Auditors For For Mgmt 05/10/06 - ACenter Financial Corp. *CLFC* 15146E102 03/13/06 537 1 Change Range for Size of the Board For For Mgmt ISS believes that the proposed changes are relatively minor and that they are not motivated by a desire to entrench management. 2 Elect Directors For Split Mgmt 2.1 Elect Director Chung Hyun Lee --- For We recommend a vote FOR the directors with the exception of insider Seon Hong Kim. We recommend that shareholders WITHHOLD votes from Seon Hong Kim for failure to establish an independent nominating committee. 2.2 Elect Director Jin Chul Jhung --- For 2.3 Elect Director Peter Y.S. Kim --- For 2.4 Elect Director Seon Hong Kim --- Withhold 3 Approve Omnibus Stock Plan For Against Mgmt V. Vote Recommendation The total cost of the company's plans of 18.56 percent is above the allowable cap for this company of 11.51 percent. 04/27/06 - ACENTRACORE PROPERTIES TRUST *CPV* 15235H107 03/13/06 296 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 02/13/06 - ACentral Garden & Pet Co. *CENT* 153527106 12/19/05 485 1 Elect Directors For Split Mgmt 1.1 Elect Director William E. Brown --- Withhold We recommend a vote FOR the directors with the exception of insiders William E. Brown, Glenn W. Novotny, and Brooks M. Pennington III. We recommend that shareholders WITHHOLD votes from William E. Brown, Glenn W. Novotny, and Brooks M. Pennington III for failure to establish an independent nominating committee. 1.2 Elect Director Glenn W. Novotny --- Withhold 1.3 Elect Director B.M. Pennington, III --- Withhold 1.4 Elect Director John B. Balousek --- For 1.5 Elect Director David N. Chichester --- For 1.6 Elect Director Alfred A. Piergallini --- For 1.7 Elect Director Bruce A. Westphal --- For 2 Amend Non-Employee Director Omnibus Stock Plan For Against Mgmt V. Vote Recommendation The total cost of the company's plans of 21.08 percent is above the allowable cap for this company of 9.12 percent. Additionally, the company does not expressly prohibit repricing (is "silent on repricing") under the plan, and has repriced stock options without shareholder approval in the past. 04/25/06 - ACentral Pacific Financial Corp. *CPF* 154760102 02/28/06 451 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard J. Blangiardi --- For We recommend a vote FOR the directors with the exception of independent outsider Paul J. Kosasa. We recommend that shareholders WITHHOLD votes from Paul J. Kosasa for poor attendance. 1.2 Elect Director Clayton K. Honbo, M.D. --- For 1.3 Elect Director Paul J. Kosasa --- Withhold 1.4 Elect Director Mike K. Sayama --- For 1.5 Elect Director Dwight L. Yoshimura --- For 2 Ratify Auditors For For Mgmt 05/11/06 - ACenturyTel, Inc. *CTL* 156700106 03/17/06 930 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/06 - ACephalon, Inc. *CEPH* 156708109 03/22/06 523 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For Against Mgmt The requested increase of 550,000,000 shares is above the allowable threshold of 220,000,000 shares. We recommend a vote AGAINST Item 3. 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 4.01 percent is within the allowable cap for this company of 12.41 percent. Additionally, this plan expressly forbids repricing. 4 Ratify Auditors For For Mgmt 05/15/06 - AChemed Corp. *CHE* 16359R103 03/31/06 766 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 11.42 percent is within the allowable cap for this company of 13.27 percent. 3 Increase Authorized Common Stock For For Mgmt The requested increase of 40,000,000 shares is below the allowable threshold of 64,000,000 shares. 4 Ratify Auditors For For Mgmt 04/26/06 - AChevron Corporation *CVX* 166764100 03/06/06 9,247 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Company-Specific-Reimbursement of Stockholder Proposal Against For ShrHoldr Because this binding proposal provides for reimbursement of expenses only in cases where a resolution is passed by shareholders and adopted for the benefit of the company, we recommend a vote FOR this item. 4 Report on Environmental Impact of Drilling in Sensitive Against Against ShrHoldr Areas Therefore, while we would encourage the company to continue to provide more transparency into the environmental impact of the company's operations we do not believe that shareholder support for this resolution is warranted. 5 Report on Political Contributions Against Against ShrHoldr In the case of Chevron, ISS notes that the company discusses its policies on political contributions on the company website and these policies do not appear inconsistent with industry standards or existing regulations on this issue. Specifically, Chevron's policy statement discloses guidelines for what type of organizations it will contribute to, the company's broad business strategy behind its political activity, and the total amounts contributed by the company and its PAC. Furthermore, the company does not appear to be the subject of any recent, significant controversy, fines, or litigation resulting from political action or contributions from it or its employee sponsored PACs. Therefore, while we agree with the proponents that data on every type of political contribution may not be easily accessed, it is our opinion that information provided by Chevron's disclosure gives shareholders sufficient insight into the company's policies and controls. Therefore, ISS does not believe that additional reporting on this matter is warranted at this time. 6 Adopt an Animal Welfare Policy Against Against ShrHoldr In this case, ISS notes that Chevron's involvement in animal testing is limited to outsourcing animal research that is required by law to external animal testing operations. Furthermore, the company has committed to retaining only those animal research laboratories that are accredited by AAALAC and discusses its general policies towards animal care and welfare in the management response to this resolution. ISS questions the value of this report to shareholders based on the limited involvement that the company has with animal testing. Establishing new policies on animal welfare, monitoring the compliance of external animal testing facilities, and reporting this information to shareholders may not provide enough meaningful information to shareholders to offset the cost and burden to the company of complying with this proposal. As such, we do not recommend shareholder support for the resolution. 7 Adopt a Human Rights Policy Against For ShrHoldr In this case, Chevron does have its Chevron Way statement and a code of business ethics available on the company website to convey its policies on human rights; however we do not believe that this information substantially addresses certain key issues related to workplace human rights. We also note that many multinational companies have established such codes or standards based on ILO guidelines or the UN Norms and posted them on their websites. ISS recognizes that the company has committed to developing a Human Rights Statement; however, there is no information currently available to judge the scope and inclusiveness of this forthcoming policy. Moreover, considering the industry and markets that the company operates in, as well as existing allegations or litigation related to human rights concerns at the company, we believe that it is important for the company to develop and disclose a human rights policy based on internationally accepted standards. As such, we recommend shareholder support for this resolution. 8 Report on Remediation Expenses in Ecuador Against Against ShrHoldr In this case, we note that the company has made significant efforts to provide interested parties with information on the situation in Ecuador. Moreover, since litigation on this matter is still pending, certain disclosure may not be appropriate. We further note that the company's involvement in Ecuador was through a subsidiary of Texaco (prior to the 2001 merger) operating as a minority partner in an oil consortium with the Ecuadorian government. Additionally, Chevron has no ownership interest in the current oil operations in this region, and the government of Ecuador has released the company from further obligation or liability on the issue. Finally, ISS believes that the information provided by Chevron on its website provides shareholders with adequate insight into the company's risk exposure, cost allocations, and policies related to the remediation of facilities in Ecuador. Considering these factors, ISS questions the utility of the additional information requested by this resolution for the company's shareholders. Therefore, we do not recommend shareholder support for the resolution at this time. 04/26/06 - ACIGNA Corp. *CI* 125509109 02/28/06 2,421 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/27/06 - ACircuit City Stores, Inc. *CC* 172737108 04/21/06 4,380 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 11/15/05 - ACisco Systems, Inc. *CSCO* 17275R102 09/16/05 32,039 1 Elect Directors For For Mgmt 2 Approve Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.98 percent is within the allowable cap for this company of 12.36 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 4 Review/Limit Executive Compensation Against For ShrHoldr The proposal requests for a portion of future awards to executives to be performance-based. The company should be able to identify appropriate performance criteria and clearly disclose the associated performance goals or hurdle rates to the shareholders. Because this proposal is not overly restrictive and allows the Compensation Committee adequate flexibility to attract and retain qualified employees, we feel that this item warrants shareholder support. 5 Report on Pay Disparity Against Against ShrHoldr While we understand the proponents' concerns with escalating CEO pay, we note that the Compensation and Management Development Committee is composed entirely of independent directors. Based on our concerns regarding the scope of the proposed report and the independence of the company's compensation committee, we do not believe that preparation of such a report would yield meaningful information to shareholders regarding the efficacy of the company's executive compensation policies and practices. 6 Report on Human Rights Policy Against Against ShrHoldr In this case, Cisco Systems has taken several steps to address concerns over human rights violations, in its operations and at suppliers operations, that appear consistent with policies and programs implemented at peer firms in its industry. Many of these programs are discussed in some detail in Cisco's public filings and on the corporate website. Additionally, the company has committed to publish a Corporate Citizenship Report that will outline performance on these subjects. Therefore, additional reporting on this matter may be substantially duplicative of existing initiatives and lack significant value to shareholders. Considering these factors, ISS does not believe that shareholder support for the resolution is necessary at this time. 05/09/06 - ACIT Group Inc *CIT* 125581108 03/23/06 2,830 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 8.99 percent is within the allowable cap for this company of 11.44 percent. Additionally, this plan expressly forbids repricing. 4 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 04/18/06 - ACitigroup Inc. *C* 172967101 02/24/06 22,115 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Reduce Supermajority Vote Requirement For For Mgmt ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 4 Reduce Supermajority Vote Requirement For For Mgmt ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 5 Reduce Supermajority Vote Requirement For For Mgmt ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 6 End Issuance of Options and Prohibit Repricing Against Against ShrHoldr ISS believes that taking away the company's ability to grant stock options is an arbitrary and excessively restrictive proposal that could potentially prohibit the company from compensating employees based upon their individual and company-wide performance. Being unable to issue stock options could hinder the company's ability to attract and retain competent executive officers. As such, ISS does not believe that this item warrants shareholder approval. 7 Report on Political Contributions Against Against ShrHoldr In the case of Citigroup, ISS notes that the company discusses its policies on political contributions on the company website and these policies do not appear inconsistent with industry standards or existing regulations on this issue. Specifically, Citigroup's policy statement discloses guidelines for what type of organizations it will contribute to, the company's broad business strategy behind its political activity, and the specific internal organization that is accountable for public policy activities within the company. Furthermore, the company does not appear to be the subject of any recent, significant controversy, fines, or litigation resulting from political action or contributions from it or its employee sponsored PACs. Therefore, while we agree with the proponents that data on every type of political contribution may not be easily accessed, it is our opinion that information provided by Citigroup's Corporate Political Contributions Statement provides shareholders with sufficient insight into the company's policies and controls. Therefore, ISS does not believe that additional reporting on this matter is warranted at this time. 8 Report on Charitable Contributions Against Against ShrHoldr In this case, we note that Citigroup discloses a significant amount of the information requested by the proponent it its Corporate Responsibility Report and in the Citigroup Foundation's Annual Report. Moreover, some aspects of the resolution, including determining the estimated or actual benefits of each charitable contribution may be difficult to produce without significant speculation, and could place a significant burden on the company without providing commensurate value to shareholders. Therefore, ISS does not recommend shareholder support for the resolution at this time. 9 Performance-Based Equity Awards Against For ShrHoldr ISS supports the use of performance-based pay, particularly in cases where a company does not attach payment to specific pre-established performance targets. Also, because this proposal provides for a "significant portion" of long-term equity compensation to executives be performance-based, it is not overly restrictive and does not limit the board's ability to create a competitive compensation package for its senior executives. 10 Reimbursement of Expenses Incurred by Shareholder(s) Against Against ShrHoldr ISS believes that adoption of this binding proposal would pose several problems. The formula by which the company would provide reimbursement would require substantial payment even if a number of dissident nominees do not receive significant votes. Additionally, the proposal does not include an overall cap on expense reimbursement and could encourage frivolous spending by shareholder nominees. ISS would prefer that dissident nominees include a reimbursement proposal on their proxy cards to be voted. 11 Separate Chairman and CEO Positions Against Against ShrHoldr We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO position. 12 Clawback of Payments Under Restatement Against Against ShrHoldr Because the board has adopted a formal policy which clearly communicates its intent that, in the event of unacceptable reasons for restatements, it would seek to recoup the responsible executive's bonus, we feel the board has substantially addressed the proponents request. 05/18/06 - ACitrix Systems, Inc. *CTXS* 177376100 03/20/06 5,240 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 8.86 percent is within the allowable cap for this company of 12.52 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 05/10/06 - ACity Holding Co. *CHCO* 177835105 03/17/06 426 1 Elect Directors For Withhold Mgmt 1.1 Elect Director David W. Hambrick --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from David W. Hambrick, James L. Rossi, James E. Songer, II, and Mary E. Hooten Williams for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director James L. Rossi --- Withhold 1.3 Elect Director James E. Songer, II --- Withhold 1.4 Elect Director Mary E. Hooten Williams --- Withhold 2 Amend Director Liability Provisions For For Mgmt We believe that, in the long run, this flexibility is in shareholders' best interests. 3 Increase Supermajority Vote Requirement for Removal of For Against Mgmt Directors We believe shareholders should maintain their current rights to approve the removal of directors through a majority vote. As such, we do not believe that support of this item is warranted. 4 Amend Articles/Bylaws/Charter General Matters For Against Mgmt We do not believe that this item warrants shareholder support. 5 Ratify Auditors For For Mgmt 04/26/06 - ACity National Corp. *CYN* 178566105 03/01/06 2,182 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/27/06 - AClaires Stores, Inc. *CLE* 179584107 05/01/06 1,945 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Adopt MacBride Principles Against Against ShrHoldr Based on the fact that the existing reporting requirements are substantially similar to the MacBride Principles, the potential difficulties associated with full implementation of the Principles and the lack of any specific controversies regarding the company's operations in Northern Ireland, we do not believe that the adoption of the MacBride Principles is necessary at this time. 05/24/06 - ACNET Networks, Inc. *CNET* 12613R104 03/27/06 1,233 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.08 percent is within the allowable cap for this company of 20.08 percent. Additionally, this plan expressly forbids repricing. 11/02/05 - ACoach, Inc. *COH* 189754104 09/14/05 7,869 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 03/30/06 - ACoherent, Inc. *COHR* 192479103 02/15/06 591 1 Elect Directors For For Mgmt 2 Amend Non-Employee Director Omnibus Stock Plan For Against Mgmt V. Vote Recommendation In 2005, ISS implemented a modified policy for the evaluation of director equity plans. If the total costs of the company's plans exceed the company's allowable cap, ISS will review the qualitative features of director compensation, taking into account (i) director stock ownership guidelines (ii) vesting schedule (iii) mix between cash and equity (iv) retirement/benefit and perquisites programs (v) quality of disclosure. In this case, the total cost of the company's plans of 20.80 percent is above the allowable cap for this company of 16.37 percent. In reviewing the qualitative features of director compensation, the company was not able to demonstrate that it meets all of the above qualitative features. Specifically, ISS requires the minimum vesting period for grants of stock options and restricted stock be no less than three years. In this case, although the minimum vesting period for annual restricted grants is three years, the minimum vesting period for annual stock option grants is two years. In addition, ISS requires that if the mix between cash and equity components of director compensation is heavier on the equity side, the vesting schedule for equity grants should be longer, i.e. four years or longer. In this case, the minimum vesting periods for equity grants is insufficient considering the heavy weight on equity in director compensation. Lastly, ISS requires the company to provide detailed disclosure on cash and equity compensation delivered to each non-employee director for the most recent fiscal year in a table. The column headers for the table should include the name of each non-employee director, annual retainer fees, board meeting fees, committee retainer fees, committee meeting fees, and the number and value of equity grants. 3 Ratify Auditors For For Mgmt 05/04/06 - AColgate-Palmolive Co. *CL* 194162103 03/07/06 3,530 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.56 percent is within the allowable cap for this company of 7.69 percent. 4 Separate Chairman and CEO Positions Against Against ShrHoldr Conclusion In this case, Colgate-Palmolive has an 89-percent independent board, all-independent key committees, and corporate governance guidelines which can be found on its website (See http://www.colgate.com/app/Colgate/US/Corp/Governance/BoardofDirectors/GovernanceGuidelines.cvsp). The guidelines expressly designate the position of a presiding director who will perform each of the duties listed above. Further, we note that the company delivered higher one-year total returns of 9.52 percent as compared with 4.91percent for the S&P 500 Index and -0.25 percent for its GICS peer group. The company delivered three-year total returns of 3.45 percent, which was lower than that of the S&P 500 Index (14.39%) and lower than its GICS peers (9.09%). (Compustat: See Shareholder Returns and Performance Summary sections above). We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO position. 5 Performance-Based Equity Awards Against For ShrHoldr Colgate-Palmolive is in the household and personal products business, which is a stable and mature industry. ISS believes that the proponent's pay-for-superior-performance standard can be implemented by the company given its line of business. The company's annual and long-term incentive programs do not sufficiently meet the proponent's requirements. Therefore, ISS supports this shareholder proposal. 05/18/06 - AComcast Corp. *CMCSA* 20030N101 03/10/06 2,820 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 4 Amend Restricted Stock Plan For For Mgmt V. Vote RecommendationBased on ISS analysis, the total cost of the company's plans is 4.29 percent, which is within the allowable cap for this company of 5.90 percent. 5 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 6 Put Repricing of Stock Options to Shareholder Vote Against Against ShrHoldr 7 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 8 Limit Executive Compensation Against Against ShrHoldr We oppose this item because it is unduly restrictive and therefore could place the company at a competitive disadvantage in attempting to attract a qualified CEO and other senior members of management. 9 Company-Specific-Adopt Recapitalization Plan Against For ShrHoldr As a non-binding proposal, we support the request that the company take steps to develop a recapitalization plan whereby all of the company's outstanding stock would have one vote. In general, we believe that simplified capital structures where voting interests are proportional to economic interests are preferable to dual class structures where management owns supervoting stock. 10 Establish Other Board Committee Against For ShrHoldr This proposal would ensure direct communication between these proponents and the board and may foster better solutions for shareholders. 05/16/06 - AComerica Inc. *CMA* 200340107 03/17/06 4,160 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.32 percent is within the allowable cap for this company of 6.64 percent. Additionally, this plan expressly forbids repricing. 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Ratify Auditors For For Mgmt 05/16/06 - AComerica Inc. *CMA* 200340RKH 03/17/06 74 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.32 percent is within the allowable cap for this company of 6.64 percent. Additionally, this plan expressly forbids repricing. 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Ratify Auditors For For Mgmt 01/26/06 - ACommercial Metals Co. *CMC* 201723103 11/28/05 1,847 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt The requested increase of 100,000,000 shares is below the allowable threshold of 150,000,000 shares. 3 Eliminate/Adjust Par Value of Common Stock For For Mgmt Adjusting par value is a routine financing decision that warrants shareholder support. 4 Ratify Auditors For For Mgmt 05/16/06 - ACommercial Vehicle Group, Inc. *CVGI* 202608105 03/31/06 798 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt V. Vote Recommendation Although the total cost of the company's plans of 9.03 percent is within the allowable cap for this company of 14.83 percent, the plan allows repricing of underwater stock options without shareholder approval, which we believe reduces the incentive value of the plan. 3 Ratify Auditors For For Mgmt 05/18/06 - ACommonwealth Telephone Enterprises, Inc. 203349105 03/01/06 1,419 *CTCO* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 8.74 percent is within the allowable cap for this company of 10.57 percent. Additionally, this plan expressly forbids repricing. 4 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Approve Deferred Compensation Plan For For Mgmt Given that the cost of the company's Equity Incentive Plan is reasonable (see Item 3 above), we believe this item warrants shareholder support. 04/25/06 - ACommunity Trust Bancorp, Inc. *CTBI* 204149108 02/28/06 283 1 Elect Directors For Split Mgmt 1.1 Elect Director Charles J. Baird --- For We recommend that shareholders vote FOR the directors with the exception of independent outsider Nick A. Cooley. We recommend that shareholders WITHHOLD votes from Nick A. Cooley for poor attendance. 1.2 Elect Director Nick A. Cooley --- Withhold 1.3 Elect Director William A. Graham, Jr. --- For 1.4 Elect Director Jean R. Hale --- For 1.5 Elect Director James E. Mcghee Ii --- For 1.6 Elect Director M. Lynn Parrish --- For 1.7 Elect Director Paul E. Patton --- For 1.8 Elect Director Dr. James R. Ramsey --- For 2 Approve Omnibus Stock Plan For Against Mgmt V. Vote Recommendation We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 10.13 percent is above the allowable cap for this company of 9.23 percent. 3 Ratify Auditors For For Mgmt 07/19/05 - SCompanhia Vale Do Rio Doce 204412209 06/28/05 4,590 Meeting for Holders of ADRs 1 THE PROPOSAL TO AMEND THE COMPANY S BY-LAWS. For For Mgmt 2 THE REPLACEMENT OF A MEMBER OF A FISCAL COUNCIL, AND For For Mgmt HIS RESPECTIVE SUBSTITUTE, NOMINATED BY THE CONTROLLING SHAREHOLDER. 03/31/06 - SCompanhia Vale Do Rio Doce 204412209 03/15/06 4,590 Meeting for Holders of ADRs 1 TO APPROVE THE TERMS, CONDITIONS AND REASONS (THE For For Mgmt PROTOCOLO E JUSTIFICACAO ) FOR THE MERGER OF ALL THE SHARES OF THE CAPITAL STOCK OF CAEMI - MINERACAO E METALURGIA S.A. (CAEMI)) INTO THE ASSETS OF CVRD IN ORDER TO CONVERT THE FORMER INTO A WHOLLY-OWNED 2 TO RATIFY THE APPOINTMENT OF THE EXPERTS WHO PREPARED For For Mgmt THE VALUE APPRAISAL OF THE PREFERRED SHARES ISSUED BY CAEMI TO BE MERGED INTO CVRD ASSETS. 3 TO DECIDE ON THE APPRAISAL REPORT, PREPARED BY THE For For Mgmt EXPERTS. 4 TO APPROVE THE MERGER OF ALL OF THE SHARES ISSUED BY For For Mgmt CAEMI INTO THE ASSETS OF THE CVRD. 5 TO APPROVE CVRD CAPITAL INCREASE WITHIN THE ISSUANCE OF For For Mgmt 64,151,361 PREFERRED CLASS A SHARES, TO BE PAID-IN WITH THE SHARES OF CAEMI TO BE MERGED INTO THE COMPANY S ASSETS, AND THE CONSEQUENT CHANGE OF THE CAPUT OF ARTICLE 5 OF THE CVRD S BY-LAWS. 12/06/05 - AComtech Telecommunications Corp. *CMTL* 205826209 10/07/05 629 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt The requested increase of 70,000,000 shares is below the allowable threshold of 73,500,000 shares. 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation *Executive officers received greater than 25% of the aggregate equity awards granted by the company in 2005. The total cost of the company's plans of 15.61 percent is within the allowable cap for this company of 19.98 percent. Additionally, this plan expressly forbids repricing. 4 Ratify Auditors For For Mgmt 04/18/06 - ACon-Way Inc *CNW* 12612W104 03/01/06 1,146 1 Elect Directors For For Mgmt 2 Change Company Name For For Mgmt Because it is unlikely that the name change would have a negative financial impact on the company, ISS recommends supporting the proposal. 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.14 percent is within the allowable cap for this company of 9.32 percent. Additionally, this plan expressly forbids repricing. 4 Ratify Auditors For For Mgmt 05/10/06 - AConocoPhillips *COP* 20825C104 03/10/06 5,655 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report Damage Resulting From Drilling Inside the Against For ShrHoldr National Petroleum Reserve In this case, we note that the resolution asks for disclosure on the impact of the company's operations in the NPR-A, including discussion on refraining from drilling in this region. ISS agrees with management that it may be inappropriate for the company to commit to refrain from operating in certain areas. Such actions could limit the company's ability to take advantage of opportunities that would benefit the company and its shareholders. That said, we believe that increased reporting on operations in sensitive or protected ecosystems is warranted, especially in circumstances where there has been some contention over the use of regions recently opened for oil and gas leases. As much of the information requested in these reports is already evaluated under the permitting process, consolidation of a report should not be overly burdensome or costly to the company. Conversely, such disclosure could be beneficial for the company by mitigating reputational risk, improving stakeholder relations, and communicating the company's proactive efforts to implement its policies to develop protected areas in a responsible manner. Therefore, based on the limited cost of providing the report and potential value that such disclosure could provide for shareholders, ISS recommends support for this resolution. 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. Further, with regard to management's concern that the shareholder proposal does not provide guidance with respect to director holdover situations, ISS notes that the precatory proposal allows the board the flexibility to determine whether the majority vote standard may not be appropriate in certain circumstances. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 5 Submit Supplemental Executive Retirement Plans to Against For ShrHoldr Shareholder vote In this case, the potential practice of crediting additional years of service not actually worked to executives will lead to substantially larger retirement payouts, at the expense of shareholders. As this practice clearly represents an "extraordinary retirement benefit," ISS believes that shareholder support of this proposal is warranted. 6 Report Accountability for Company's Environmental Against Against ShrHoldr Impacts due to Operation ISS notes that the company provides significant, detailed reporting on its social and environmental impact including emissions, spills, and policies on sustainable development. Moreover, the company is involved in certain stakeholder initiatives that seek to include external stakeholders in the company's evaluation of social and environmental impact. Finally, the company has committed to expand and develop its reporting and operations as it produces future sustainability reports. Considering the existing disclosure and initiatives at the company, ISS does not believe that the additional reporting requested by this proposal would provide significant value for shareholders. Therefore, based on current discussion related to social and environmental performance and initiatives the company has taken to involve external stakeholders in its evaluation processes, ISS does not believe that shareholder support for this resolution is warranted. 7 Non-Employee Director Compensation Against Against ShrHoldr Director compensation is generally not pay for performance. Instead, directors receive annual retainer fees, plus additional fees for serving on committees and attending board and committee meetings. Further, studies of the 100 largest U.S. based companies listed on the NASDAQ and NYSE have shown that, on average, compensation is higher for audit committee chairs than for other committee chairs. ISS believes that additional compensation to certain non-employee directors with increased responsibilities and liabilities is justified in light of recent corporate governance reforms. Therefore, ISS believes that support for this shareholder proposal is not warranted. 07/28/05 - AConsolidated Graphics, Inc. *CGX* 209341106 06/15/05 843 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Joe R. Davis --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from insider Joe R. Davis and independent outsider Hugh N. West, M.D. for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director Hugh N. West, M.D. --- Withhold 05/05/06 - AContinental AG 210771200 03/30/06 1,062 Meeting for Holders of ADRs 1 APPROVAL OF THE ALLOCATION OF NET INCOME. For For Mgmt 2 RATIFICATION OF THE EXECUTIVE BOARD S ACTIONS FOR For For Mgmt FISCAL 2005. 3 RATIFICATION OF THE SUPERVISORY BOARD S ACTIONS FOR For For Mgmt FISCAL 2005. 4 Ratify Auditors For For Mgmt 5 AUTHORIZATION TO ACQUIRE AND TO DISPOSE OF TREASURY For For Mgmt STOCK. 6 SUBSEQUENT SUPERVISORY BOARD ELECTION. For For Mgmt 7 RESCISSION OF AUTHORIZED CAPITAL AND CREATION OF NEWLY For For Mgmt AUTHORIZED CAPITAL. Since the EUR 186.7 million ($221.1 million) issuance request would result in the potentially excessive dilution of 50 percent, we recommend a vote against the resolution. 8 PARTIAL RESCISSION OF AND NEW GRANT OF AUTHORIZATION TO For For Mgmt ISSUE WARRANT-LINKED BONDS AND CONVERTIBLE BONDS, ELIMINATION AND RESCISSION OF EXISTING CONDITIONAL CAPITAL AND CREATION OF NEW CONDITIONAL CAPITAL. 9 MODIFICATION OF STATUES. For For Mgmt 10 MODIFICATION OF ARTICLES. For For Mgmt 11 MODIFICATION OF ARTICLES. For For Mgmt 04/27/06 - ACorning Inc. *GLW* 219350105 02/27/06 7,540 1 Elect Directors For For Mgmt 2 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the offering period is reasonable, and there are limitations on participation. 3 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Approve Non-Employee Director Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 10.37 percent is within the allowable cap for this company of 12.36 percent. Additionally, this plan expressly forbids repricing. 5 Ratify Auditors For For Mgmt 6 Declassify the Board of Directors Against For ShrHoldr ISS Analysis and Conclusion Although a majority of U.S. public companies have classified boards, most that have emerged in the past decade were put into place at the time of initial public offerings. Managements argue that staggered boards provide continuity and stability, but empirical evidence has suggested that such a structure is not in shareholders' best interests from a financial perspective. Specifically, staggered boards provide a potent antitakeover defense, particularly when coupled with a poison pill, by forcing unsolicited bidders to win two board elections in order to gain control of the company. A 2002 study by three academics covering hostile bids between 1996 and 2000 showed that classified boards nearly doubled the odds of a target remaining independent. However, the findings revealed that a staggered board structure did not provide any countervailing benefits in terms of higher acquisition premiums. In fact, for the period covered, it resulted in the loss of $8.3 billion for target shareholders by impeding value-creating transactions without any offsetting increases in alternative transaction or stand-alone target returns. Similarly, a 2001 study found that over the period 1990 to 1999, firms with weak shareholder rights, including classified board structures, exhibited lower net profit margins and sales growth and made more capital expenditures and acquisitions than firms with a high degree of shareholder rights. The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 04/18/06 - ACorus Bankshares, Inc. *CORS* 220873103 02/21/06 1,167 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt The requested increase of 80,000,000 shares is equal to, but not above, the allowable threshold of 80,000,000 shares. 4 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.23 percent is within the allowable cap for this company of 9.07 percent. Additionally, this plan expressly forbids repricing. 05/25/06 - ACotherix Inc *CTRX* 22163T103 04/07/06 557 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt V. Vote Recommendation We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 17.05 percent is above the allowable cap for this company of 13.91 percent. 3 Ratify Auditors For For Mgmt 05/18/06 - ACoventry Health Care Inc. *CVH* 222862104 03/20/06 1,645 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt Given the reasons mentioned above, we believe that the requested increase of 370,000,000 shares warrants shareholder support. 3 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt We believe that the removal of this obsolete provision isnted. 4 Authorize Board to Fill Vacancies For For Mgmt The ability to elect directors is the single most important use of the shareholder franchise. ISS believes that directors that have been voted to the board to fill a vacancy should stand for election at the next annual shareholders meeting. Therefore, ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 5 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.09 percent is within the allowable cap for this company of 9.39 percent. Additionally, this plan expressly forbids repricing. 6 Ratify Auditors For For Mgmt 05/03/06 - ACRH Plc 12626K203 03/31/06 3,641 Meeting for Holders of ADRs 1 CONSIDERATION OF FINANCIAL STATEMENTS AND REPORTS OF For For Mgmt DIRECTORS AND AUDITORS. 2 DECLARATION OF A DIVIDEND. For For Mgmt 3 RE-ELECTION OF DIRECTORS: MR. D.W. DOYLE. For Against Mgmt For these companies in this market, we will recommend against the election or reelection of any non-independent directors (excluding the CEO) if the proposed board does not consist of a majority of independent directors. At CRH, excluding the chairman, only 33 percent of the board is independent. Therefore, shareholders are advised to vote against the election of Kennedy, Lee, de Jong, and Doyle. Shareholders should note that we have been highlighting this lack of majority independence and the composition of the key committees since 2004. 4 RE-ELECTION OF DIRECTORS: MR. J.M. DE JONG. For Against Mgmt 5 RE-ELECTION OF DIRECTORS: MR. D.M. KENNEDY. For Against Mgmt 6 RE-ELECTION OF DIRECTORS: MR. M. LEE. For Against Mgmt 7 REMUNERATION OF AUDITORS. For For Mgmt 8 AUTHORITY TO ALLOT SHARES. For For Mgmt 9 DISAPPLICATION OF PRE-EMPTION RIGHTS. For For Mgmt 10 AUTHORITY TO PURCHASE OWN ORDINARY/INCOME SHARES. For For Mgmt 11 AUTHORITY IN RELATION TO RE-ISSUE PRICE RANGE OF For For Mgmt TREASURY SHARES. 12 PERFORMANCE SHARE PLAN. For For Mgmt 06/08/06 - ACubist Pharmaceuticals, Inc. *CBST* 229678107 04/12/06 928 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Non-Employee Director Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 11.48 percent is within the allowable cap for this company of 14.75 percent. Additionally, this plan expressly forbids repricing. 04/27/06 - ACullen/Frost Bankers, Inc. *CFR* 229899109 03/10/06 1,498 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt This proposal seeks to increase authorized common stock by 120,000,000 shares, which is 10,500,000 shares below the allowable increase of 130,500,000 shares. 3 Ratify Auditors For For Mgmt 05/09/06 - ACummins , Inc. *CMI* 231021106 03/20/06 280 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/06 - ACVS Corporation *CVS* 126650100 03/15/06 620 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr In this case, the board has not adopted a meaningful alternative to the proposed majority vote standard. In terms of CVS's corporate governance practices and shareholder accountability, we note that the board may amend the bylaws without shareholder approval; shareholders may not call special meetings; supermajority shareholder voting requirements are in place; and the company authorizes blank check preferred stock. ISS advocates that the director election system give full effect to the shareholder franchise. ISS notes that the proposal is not intended to limit the judgment of the board. The board would retain the discretion to address the status of incumbent directors who failed to receive a majority vote under a majority vote standard, and whether a plurality vote standard would be more appropriate in director elections when the number of director nominees exceeds the available board seats. 4 Submit Supplemental Executive Retirement Plans to Against For ShrHoldr Shareholder vote In this case, the practice of crediting additional years of service not actually worked to executives will lead to substantially larger retirement payouts, at the expense of shareholders. As this practice is clearly represents an "extraordinary retirement benefit," ISS believes that shareholder support of this proposal is warranted. Further, we note that the board is able to implement this policy in a manner that does not violate any existing employment agreement or vested pension benefit. 5 Separate Chairman and CEO Positions Against For ShrHoldr Conclusion In this case, CVS has an 89-percent independent board, has all-independent key committees, has established corporate governance guidelines (See http://investor.cvs.com/), and has outperformed its GICS peer group and the S&P 500 Index with respect to one-year and three-year returns (See Performance Summary above). We also note that the chairs of the Audit, Management Planning & Development and Nominating & Corporate Governance committees, on a rotating basis, preside as the lead director at meetings or sessions of non-management directors. However, as presiding/lead directors, they do not perform all the duties listed above. Absent an offsetting governance structure, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 6 Report on Feasibility of Product Reformulation Against Against ShrHoldr Conclusion While ISS notes that the proponent has raised some issues of concern, we believe that the company has taken appropriate steps to ensure that its products, and the products it sells comply with laws and regulations related to consumer safety. Additionally, while there does not appear to be information on the company's branded products, detailed information on chemical ingredients, toxicity, and health impacts associated with many cosmetic items sold at CVS are publicly available through the National Institute of Health's Household Product Database. Finally, ISS questions the value that the detailed reporting requested by this resolution will ultimately have for shareholders. While we agree that it is important for the company to continuously evaluate the products it sells to ensure that they meet with public safety guidelines and consumer demand in all markets, some aspects of this report, including the evaluation, reporting, and feasibility studies of reformulating every product sold by the company, and requiring suppliers to uphold the same standard may be burdensome on the company or difficult to implement. Therefore, in the absence of recent, significant controversy related to the safety of CVS' products, and considering the potential difficulty of complying with the proposed request, ISS recommends that shareholders oppose the resolution. 01/26/06 - AD.R. Horton, Inc. *DHI* 23331A109 12/01/05 893 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.75 percent is within the allowable cap for this company of 9.44 percent. Additionally, this plan expressly forbids repricing. 3 Increase Authorized Common Stock For For Mgmt The requested increase of 600,000,000 shares is below the allowable threshold of 67,500,000 shares. 4 Report on Energy Efficiency Against Against ShrHoldr In this case, ISS notes that D.R. Horton has not publicly disclosed significant information on its environmental policies and performance. That said, ISS believes that companies in the homebuilding industry should continue to explore the manner in which increased energy efficiency could be beneficial, both for sustainable financial performance at the company and for the environment and stakeholders, and disclose information on how the company is addressing these concerns in their filings or through other public reporting. However, we question the degree to which a specific report on GHG emissions would address the core business of the company and provide meaningful information that would benefit shareholders. Finally, based on recognition from the EPA's Energy Star program and the lack of recent, significant controversy related to the company's environmental performance, there does not appear to be any information to suggest that D.R. Horton operates in a manner that is inconsistent with accepted industry standards or likely to result in damage to the company's reputation or shareholder value. Therefore, while ISS encourages D.R. Horton to develop policies and reporting methods to proactively address and communicate information to shareholders related to environmental performance, we do not believe support for this proposal is warranted at this time. 5 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/24/06 - ADade Behring Holdings, Inc. *DADE* 23342J206 03/27/06 1,955 1 Elect Directors For For Mgmt 09/21/05 - ADarden Restaurants, Inc. *DRI* 237194105 07/25/05 3,750 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/23/06 - ADeerfield Triarc Capital Corp. *DFR* 244572301 04/04/06 1,862 1 Elect Directors For For Mgmt 1.1 Elect Director Gregory H. Sachs --- For We recommend a vote FOR the directors. 1.2 Elect Director Howard Rubin --- For 2 Ratify Auditors For For Mgmt 07/15/05 - ADell Inc. *DELL* 24702R101 05/20/05 17,178 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS views the debate over the current director election system as useful and timely. A variety of reform measures should be considered. We believe it is important to have a discussion over the merits and flaws of the current director election system in the U.S. The arguments against a Majority Vote requirement raise serious issues. Therefore, we support the majority vote principle but we believe that boards should have wide latitude in designing a workable standard. If this proposal were presented as a binding agenda item, we would carefully consider the ramifications of implementation. If a company were to receive majority shareholder support on this proposal, we would look to the company to create a workable model for its own election system. In supporting this precatory proposal, we advocate that the director election system give full effect to the shareholder franchise. Perhaps with support for this proposal, coupled with continued debate on election reforms, the director election system can evolve to the next level. 4 Expense Stock Options Against For ShrHoldr Although we recognize that FASB's revised Statement 123 will require public companies to expense options at the beginning of their next fiscal year that begins after June 15, 2005, we still support the proposed resolution given our belief that expensing is in shareholders' best interest. ISS recommends shareholders to support this shareholder proposal. 05/03/06 - ADelphi Financial Group, Inc. *DFG* 247131105 03/31/06 497 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt V. Vote Recommendation The total cost of the company's plans of 25.09 percent is above the allowable cap for this company of 9.79 percent. In addition, the company's three-year average burn rate is greater than its industry burn rate cap. 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/26/06 - ADeluxe Corp. *DLX* 248019101 03/07/06 658 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/24/06 - ADenny's Corporation *DENN* 24869P104 03/28/06 2,386 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/07/06 - ADevon Energy Corp. *DVN* 25179M103 04/10/06 4,787 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt Authorizing the grant of SARs and cash-out rights under this plan will not adversely affect shareholders or result in any additional shareholder value transfer. As such, shareholder support of this amendment is warranted. 01/18/06 - ADigi International Inc. *DGII* 253798102 11/21/05 2,106 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/23/06 - ADigital Insight Corp. *DGIN* 25385P106 03/31/06 562 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/03/06 - ADominos Pizza Inc. *DPZ.2* 25754A201 03/24/06 1,183 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Amend Omnibus Stock Plan For Against Mgmt V. Vote Recommendation We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 14.18 percent is above the allowable cap for this company of 12.34 percent. With respect to ISS' burn rate policy on the company's equity plan, it is only applicable for companies that have been public for three years. In this case, the company completed its initial public offering in 2004 and its average burn rate will not be considered as a factor to vote AGAINST the plan. However, ISS still counts the average burn rate of the company as a negative impact on the company's Corporate Governance Profile. 4 Ratify Auditors For For Mgmt 01/30/06 - SDRS Technologies, Inc. *DRS* 23330X100 12/20/05 769 1 Issue Shares in Connection with an Acquisition For For Mgmt Please note that in December 2004, ESSI was notified by the Enforcement Division of the SEC of the issuance of a formal order directing a private investigation captioned In the Matter of Engineered Support Systems, Inc. and that the SEC had issued subpoenas to various individuals associated with ESSI to produce certain documents. The SEC staff also requested that ESSI voluntarily produce certain documents in connection with the investigation. The subpoenas related to trading in ESSI stock around ESSI's earnings releases in 2003 and the adequacy of certain disclosures made by ESSI regarding related-party transactions in 2002 and 2003 involving insurance policies placed by ESSI through an insurance brokerage firm in which an ESSI director was a principal at the time of the transactions. In Sept. 2005, the SEC contacted ESSI's counsel and advised that it had issued a subpoena directed to ESSI and expanded its investigation to include ESSI's disclosure of a Nov. 2004, stop-work order relating to ESSI's Deployable Power Generation and Distribution Systems program for the U.S. Air Force, and trading in ESSI stock by certain individuals associated with ESSI. In connection with the foregoing SEC investigation, ESSI and certain of its directors and officers have provided information and testimony to the SEC. ESSI continues to furnish information requested by the SEC. Although one of the company's former directors and officers has been issued a Wells notice, ESSI had not received one, and it continues to cooperate with the investigation. Management and the board of directors viewed the following reasons in approving the merger agreement: 1. Information concerning the financial performance and condition, business operations and prospects of DRS, ESSI and the combined company; 2. The prices paid in comparable transactions involving other similar companies and the trading performance of the stock of comparable companies within the industry; 3. The written opinion of Bear Stearns and Merrill Lynch, each dated Sept. 21, 2005, that as of that date, the merger consideration to be paid by DRS was fair to DRS from a financial point of view; and 4. The combination with ESSI's logistics and services capabilities to better align DRS with future DoD requirements, which underscore the need for deployable and mobile forces, and to better position DRS to provide sustainment, reset, modernization and transformation to customers. Based on our review of the terms of the transaction and the factors described above, in particular the sensible strategic rationale of the merger, we believe that the share issuance warrants shareholder support. 2 Increase Authorized Common Stock For For Mgmt 07/20/05 - ADSP Group, Inc. *DSPG* 23332B106 05/26/05 1,911 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 03/10/06 - SDuke Energy Corp. *DUK* 264399106 01/17/06 3,670 1 Approve Merger Agreement For For Mgmt Management and the board of directors viewed the following factors as deciding before approving the merger transaction: 1. The Duke Energy board considered that the mergers will create one of the largest integrated utility companies in the United States with assets of over $70 billion; 2. The board considered that the mergers will create a combined company with greater diversification of regulatory regimes and more balance in its electric business; 3. The board considered that Duke Energy and Cinergy share a common vision of the future of consolidation in the utility sector and the present and future effect of deregulation on energy companies; 4. The board considered that the combined company will offer both strategic and financial advantages in serving the energy marketplace; 5. Management and the board also took note of the historical stock prices of Duke Energy and Cinergy, including that the exchange ratio for Cinergy's shareholders represented a 13.4 percent premium over the closing price of Cinergy's common stock on May 6, 2005; and 6. The board of directors considered the earnings, cash flow, balance sheet and dividend impact of the mergers. Based on our review of the terms of the transaction and the factors described above, in particular the synergies the merger will create and the potential size of the combined company, we believe that the merger agreement warrants shareholder support. 06/15/06 - ADUSA Pharmaceuticals, Inc. *DUSA* 266898105 04/19/06 173 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For Against Mgmt V. Vote RecommendationThe total cost of the company's plan of 29.69 percent is above the allowable cap for this company of 17.05 percent. 3 Ratify Auditors For For Mgmt 05/04/06 - AE.ON AG (formerly Veba Ag) 268780103 03/22/06 3,147 Meeting for Holders of ADRs 1 APPROPRIATION OF THE BALANCE SHEET INCOME FROM THE 2005 For For Mgmt FINANCIAL YEAR 2 DISCHARGE OF THE BOARD OF MANAGEMENT FOR THE 2005 For For Mgmt FINANCIAL YEAR 3 DISCHARGE OF THE SUPERVISORY BOARD FOR THE 2005 For For Mgmt FINANCIAL YEAR 4 AUTHORIZATION TO ACQUIRE AND USE OWN SHARES For For Mgmt 5 CONSENT TO THE AGREEMENT ON DOMINATION AND DISTRIBUTION For For Mgmt PROFITS AND LOSSES BETWEEN THE COMPANY AND E.ON ZWOLFTE VERWALTUNGS GMBH 6 CONSENT TO THE AGREEMENT ON DOMINATION AND DISTRIBUTION For For Mgmt PROFITS AND LOSSES BETWEEN THE COMPANY AND E.ON DREIZEHNTE VERWALTUNGS GMBH 7 CHANGE OF THE ARTICLES OF ASSOCIATION REGARDING THE For For Mgmt SHAREHOLDERS RIGHT TO SPEAK AND ASK QUESTIONS DUE TO THE INSERTION OF SECTION 131 PARAGRAPH 2 SENTENCE 2 GERMAN STOCK CORPORATION ACT (AKTG) THROUGH THE LAW ON CORPORATE INTEGRITY AND MODERNIZATION OF 8 ELECTION OF THE AUDITORS FOR THE 2006 FINANCIAL YEAR For For Mgmt 08/04/05 - AEagle Materials Inc. *EXP* 26969P108 06/10/05 763 1 Ratify Auditors For For Mgmt 04/11/06 - SEagle Materials Inc. *EXP* 26969P108 03/08/06 1,566 1 Amend Articles to Reclassify Common and Class B Common For For Mgmt Stock 05/25/06 - AEast West Bancorp, Inc. *EWBC* 27579R104 03/27/06 1,536 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/06 - AEaton Corp. *ETN* 278058102 02/27/06 2,030 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/06 - AEdison International *EIX* 281020107 02/27/06 4,685 1 Elect Directors For For Mgmt 2 Amend Articles To Eliminate Fair Price Provision For For Mgmt We support the company's effort to remove the fair price provision from its articles of incorporation, which has an antitakeover effect. We believe that the proposed amendment is in shareholders' best interest as it represents an improvement in the company's corporate governance structure. 3 Adopt Simple Majority Vote Requirement Against Against ShrHoldr ISS maintains that a simple majority of voting shares should be sufficient to effect changes in a company's corporate governance. Therefore, we support the general idea of the shareholder proposal. However, management has submitted a proposal to amend the company's articles of association to eliminate "Fair Price Provision", which we support (see item 2 above). As such, we feel that this proposal is unnecessary in light of the fact that the board has addressed the concerns brought forth in the shareholder proposal. 11/10/05 - AEducation Management Corp. 28139T101 09/23/05 998 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 8.45 percent is within the allowable cap for this company of 12.16 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 06/23/06 - AEisai Co. Ltd. *4523* 282579309 03/30/06 2,912 Meeting for Holders of ADRs 1 PARTIAL AMENDMENTS TO THE ARTICLES OF INCORPORATION For For Mgmt 2 Elect Directors For For Mgmt 3 ISSUANCE OF STOCK ACQUISITION RIGHTS AS STOCK OPTIONS For For Mgmt 04/24/06 - AEli Lilly and Co. *LLY* 532457108 02/15/06 800 1 Elect Directors For For Mgmt 1.1 Elect Director Martin S. Feldstein, Ph.D. --- For We recommend a vote FOR the directors. 1.2 Elect Director J. Erik Fyrwald --- For 1.3 Elect Director Ellen R. Marram --- For 1.4 Elect Director Sidney Taurel --- For 2 Ratify Auditors For For Mgmt 3 Report on Animal Welfare Policy Against Against ShrHoldr 4 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 5 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 6 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, in a case where a company has in place certain unfavorable governance provisions, as indicated above, we do not believe the resignation policy is a sufficient alternative to the proposed majority voting standard. The company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. Further, with regard to management's concern that the proposal does not consider potential board vacancies, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 05/04/06 - AEMC Corp. *EMC* 268648102 03/06/06 11,154 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. Further, with regard to management's concern that the shareholder proposal does not provide guidance with respect to director holdover situations, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 4 Performance-Based and/or Time-Based Equity Awards Against For ShrHoldr In conclusion, the company's annual program does not sufficiently meet the requirements of the pay-for-superior performance standards of the proponent . Therefore, ISS supports this shareholder proposal. 5 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 6 Limit Composition of Committee(s) to Independent Against Against ShrHoldr Directors ISS' definition of non-independence is broader, and consequently more restrictive, than the standards established by the NYSE and most companies. Furthermore, it is ISS policy to withhold votes on both non-independent director nominees who sit on the company's audit, compensation, or nomination committees, and on non-independent director nominees if the board is non-majority independent. Restrictions beyond these may adversely affect the boards ability to both maintain a non-majority independent board, and to create a fully independent audit committee. With the exception of affiliated outsider W. Paul Fitzgerald who sits as the audit committee chairman and a member of the nominating committee, all of the company's key committees are currently independent. ISS prefers that all key board committees include only independent outsiders. In conclusion, ISS does not feel that it is necessary to expand on the definition of director non-independence as outlined in this shareholder proposal at this time. 02/07/06 - AEmerson Electric Co. *EMR* 291011104 11/29/05 2,450 1 Elect Directors For Split Mgmt 1.1 Elect Director A. A. Busch,III --- For We recommend a vote FOR the directors with the exception of A. F. Golden. We recommend that shareholders WITHHOLD votes from A. F. Golden for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director A. F. Golden --- Withhold 1.3 Elect Director V. R. Loucks, Jr --- For 1.4 Elect Director J. B. Menzer --- For 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.51 percent is within the allowable cap for this company of 6.59 percent. The company's three-year historical burn rate of 0.38 percent also falls within its industry threshold of 2.93 percent. 3 Ratify Auditors For For Mgmt 4 Submit Severance Agreement (Change-in-Control) to Against For ShrHoldr Shareholder Vote ISS generally supports the submission of parachute provisions for shareholder ratification as long as there is no requirement for prior shareholder approval which would limit a board's negotiating flexibility. The shareholder proposal gives the company the option to seek shareholder approval after the material terms of any such employment agreement are finalized. Seeking shareholder approval after the material terms of the contract are agreed upon would give the board a framework within which to work and may prevent the excessive "pay for failure" packages that have been witnessed at other companies. Management argues that having a severance agreement policy would have unintended consequences, which may create higher expected payments to the executive. Currently, the Company does not have any employment contract or severance agreements with its executives. ISS believes that disclosing the material terms of a severance package to shareholders and putting it up for a shareholder vote enhances the company's transparency and improves overall good governance with respect to executive pay practices. ISS applauds that the Company does not have any employment agreements with its executives but believes that the Company is not precluded from entering into a post-termination or post-retirement with its executives. Although the estimated annual value of the former Chairman & CEO's post-employment compensation of $300,000 may appear to be insignificant to the Company, shareholders may view this cost as excessive. ISS believes that adopting this shareholder proposed policy is a sound practice. ISS recommends shareholders vote FOR this proposal. 05/25/06 - AENEL SpA 29265W108 04/04/06 1,780 Meeting for Holders of ADRs 1 FINANCIAL STATEMENTS OF ENEL FOR THE YEAR ENDED For For Mgmt DECEMBER 31, 2005. REPORTS OF THE BOARD OF DIRECTORS, THE BOARD OF STATUTORY AUDITORS, AND THE EXTERNAL AUDITORS, RELATED RESOLUTIONS. PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDE 2 ALLOCATION OF NET INCOME FOR THE YEAR AND DISTRIBUTION For For Mgmt OF AVAILABLE RESERVES. 3 2006 STOCK-OPTION PLAN FOR THE EXECUTIVES OF ENEL For For Mgmt AND/OR SUBSIDIARIES THEREOF PURSUANT TO ARTICLE 2359 OF THE CIVIL CODE. 4 DELEGATION TO THE BOARD OF DIRECTORS OF THE POWER TO For For Mgmt INCREASE THE SHARE CAPITAL IN CONNECTION WITH THE 2006 STOCK-OPTION PLAN BY A MAXIMUM AMOUNT OF EURO 31,790,000. INHERENT AND CONSEQUENT RESOLUTIONS. AMENDMENT OF ARTICLE 5 OF THE BYLAWS. 5 PROCEDURE FOR APPOINTING THE EXECUTIVE IN CHARGE OF For For Mgmt PREPARING THE CORPORATE ACCOUNTING DOCUMENTS. ADDITION TO ARTICLE 20 OF THE BYLAWS. 04/26/06 - AEnergen Corp. *EGN* 29265N108 03/03/06 5,751 1 Elect Directors For For Mgmt 01/23/06 - AEnergizer Holdings, Inc. *ENR* 29266R108 11/18/05 750 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 04/28/06 - AEnPro Industries, Inc. *NPO* 29355X107 03/01/06 1,822 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/09/06 - AEnsco International, Inc. *ESV* 26874Q100 03/10/06 3,410 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/02/06 - AEOG Resources, Inc. *EOG* 26875P101 03/06/06 2,170 1 Elect Directors For For Mgmt 1.1 Elect Director George A. Alcorn --- For We recommend a vote FOR the directors with the exception of independent outsider William D. Stevens. We recommend that shareholders WITHHOLD votes from William D. Stevens for poor attendance. 1.2 Elect Director Charles R. Crisp --- For 1.3 Elect Director Mark G. Papa --- For 1.4 Elect Director Edmund P. Segner, III --- For 1.5 Elect Director William D. Stevens --- For 1.6 Elect Director H. Leighton Steward --- For 1.7 Elect Director Donald F. Textor --- For 1.8 Elect Director Frank G. Wisner --- For 2 Ratify Auditors For For Mgmt 05/17/06 - AEquifax Inc. *EFX* 294429105 03/09/06 3,870 1 Elect Directors For Split Mgmt 1.1 Elect Director Garry Betty --- Withhold We recommend a vote FOR the directors with the exception of independent outsiders Garry Betty, Larry L. Prince and Jacquelyn M. Ward. We recommend that shareholders WITHHOLD votes from Larry L. Prince and Jacquelyn M. Ward for for failure to submit the company's poison pill to a shareholder vote. 1.2 Elect Director Larry L. Prince --- Withhold 1.3 Elect Director Richard F. Smith --- For 1.4 Elect Director Jacquelyn M. Ward --- Withhold 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 04/12/06 - AEquitable Resources, Inc. *EQT* 294549100 02/13/06 2,420 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 05/11/06 - AEquity Inns, Inc. *ENN* 294703103 03/15/06 3,204 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/09/06 - AEssex Property Trust, Inc. *ESS* 297178105 02/28/06 290 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 07/22/05 - AExelon Corp. *EXC* 30161N101 05/02/05 7,010 1 Issue Shares in Connection with an Acquisition For For Mgmt Based on our review of the terms of the transaction and the factors described above, we believe that the share issuance warrants shareholder support. 2 Elect Directors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt The requested increase of 800,000,000 shares is below the allowable threshold of 1,440,000,000 shares. 4 Ratify Auditors For For Mgmt 5 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 3.11 percent is within the allowable cap for this company of 8.66 percent. Additionally, this plan forbids repricing. 6 Approve Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 7 Adjourn Meeting For Against Mgmt We recommend that shareholders vote against this proposal given the broad authority that this proposal would grant beyond the solicitation of additional proxies. 06/27/06 - AExelon Corp. *EXC* 30161N101 05/12/06 988 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Submit Severance Agreement (Change in Control) to Against For ShrHoldr shareholder Vote In conclusion, ISS supports this proposal in principle because the company does not have a severance policy in place whereby any severance benefits exceeding the 2.99 times base salary and bonus would require shareholder approval. Further, the company is not precluded from entering into severance agreements exceeding its self-imposed limits in the future. Therefore, ISS supports this proposal and believes that shareholders should have a voice in lucrative good-bye packages. 05/24/06 - AExpress Scripts, Inc. *ESRX* 302182100 03/31/06 870 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt The requested increase of 375,000,000 shares is below the allowable threshold of 398,750,000 shares. 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 8.09 percent is within the allowable cap for this company of 9.12 percent. Additionally, this plan expressly forbids repricing. 4 Ratify Auditors For For Mgmt 05/31/06 - AExxon Mobil Corp. *XOM* 30231G102 04/06/06 31,689 1 Elect Directors For Split Mgmt 1.1 Elect Director Michael J. Boskin --- For We recognize the company's contention that they are using base salary plus bonus in the pension calculation because they consider earnings bonus units as part of the annual cash bonus. Nevertheless the earnings bonus units are long-term performance based pay, not annual cash bonuses, and are recorded as LTIPs in the proxy statement.The inclusion of performance-based compensation into the pension calculation has inflated the value of pension earnings for executives at ExxonMobil. Mr. Raymond's $98 million retirement package would have been considerably smaller without the addition of earnings bonus units into the calculation. Creating a retirement program where performance awards are rolled into a pension means that those awards are earned once, but used as compensation twice. This double dipping phenomenon has created a wealth enhancing effect for all participants under this plan. The plan will continue to generate sizeable payouts for Mr. Tillerson, just as it did for Mr. Raymond. Therefore, we urge the Compensation Committee to amend the practice of including earnings bonus units in the pension calculation, as this practice grossly inflates the pension payout and has no discernable value for shareholders. ISS recommends shareholders to withhold votes from the members of the compensation committee with the exception of Samuel J. Palmisano for the poor compensation practices. Samuel J. Palmisano, one of the current members of the compensation committee, joined the board in 2006. We recommend shareholders to withhold votes from William R. Howell, James R. Houghton, Reatha Clark King and Walter V. Shipley for administering a poor compensation practice. 1.2 Elect Director William W. George --- For 1.3 Elect Director James R. Houghton --- Withhold 1.4 Elect Director William R. Howell --- Withhold 1.5 Elect Director Reatha Clark King --- Withhold 1.6 Elect Director Philip E. Lippincott --- For 1.7 Elect Director Henry A. McKinnell, Jr. --- For 1.8 Elect Director Marilyn Carlson Nelson --- For 1.9 Elect Director Samuel J. Palmisano --- For 1.10 Elect Director Walter V. Shipley --- Withhold 1.11 Elect Director J. Stephen Simon --- For 1.12 Elect Director Rex W. Tillerson --- For 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against For ShrHoldr In this case, the number of directors at any time may be increased or diminished by the vote of the board of directors as stated in the company's certificate of incorporation. Therefore, the company fails to meet all of the aforementioned corporate governance. Accordingly, the proposal warrants shareholder support. 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system gives full effect to the shareholder franchise. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 5 Company-Specific-Nominate Independent Director with Against Against ShrHoldr Industry Experience Therefore ISS believes that diverse experience among a company's directors can improve the board's ability to effectively oversee the strategic management of the company. However, because of concerns over the feasibility of implementing this resolution and the lack of information suggesting that the current directors are uninformed, or failing in their responsibilities to shareholders, we do not recommend shareholder support at this time. 6 Require Director Nominee Qualifications Against Against ShrHoldr According to ISS' policies, none of the directors are currently over-committed. Further, the company has policies and procedures in place to ensure that directors are not over-committeed. Therefore, ISS does not believe that this item warrants shaerholder support. 7 Non-Employee Director Compensation Against Against ShrHoldr The proponent's concern on excessive CEO compensation is valid in the current environment. Executive compensation is a major concern among shareholders. Lucrative CEO compensation packages, stealth compensation in the form of deferred compensation and supplemental executive retirement plans, poor alignment of pay and performance have led to shareholders' dissatisfaction. The mounting concern is evidenced by the growing number of pay related shareholder proposals and the litigation on executive pay practices. However, the proponent has targeted director's compensation and not CEO's compensation. Unlike CEO's pay, director compensation is generally not pay for performance. Instead, directors receive annual retainer fee, plus additional fees for serving on committees and attending board and committee meetings. To align the interests of directors with shareholders, directors also receive automatic grants of stock options and/or stock awards. Abuse in the area of director compensation appears in isolated cases. Retirement packages, such as pension programs for directors are no longer common among companies. ISS believes the proponent's request to annually seek shareholder approval for every future director compensation package is burdensome and offers little value to shareholders. Furthermore, the proposal does not seek to address the real issue - runaway CEO compensation. 8 Separate Chairman and CEO Positions Against Abstain ShrHoldr 9 Review Executive Compensation Against Against ShrHoldr We believe that the compensation committee report should provide a more robust discussion of executive pay decisions, particularly in light of the substantial compensation and retirement packages that were granted to Mr. Raymond. However, we question the utility to shareholders of a detailed report disclosing and analyzing the balance between executive compensation and the pay of Exxon Mobil's lowest paid employees over the last ten years. While we agree that shareholders could benefit from an in depth review of the compensation committee's policies to control excessive CEO pay , the specific information requested by this resolution focuses more directly on the issue of pay disparity within the company, and may result in a report that is arbitrary in nature, or provides limited meaningful information to shareholders. As such, we do not recommend shareholder support for this resolution. 10 Link Executive Compensation to Social Issues Against Against ShrHoldr Although ISS generally recommends votes for proposals that increase performance-based compensation for executives, the system suggested in this resolution proposes that the compensation committee calculate a portion of executive salary based solely on certain social and environmental factors. While ISS is concerned with some aspects of the company's pay practices, we do not believe that establishing and disclosing detailed social and environmental metrics as quantified factors to be used when calculating executive compensation would benefit shareholder. In our opinion, explicitly defining such criteria could limit the compensation committee's ability to effectively establish and maintain the link between executive compensation and overall company performance in a dynamic industry. As such, we do not recommend shareholder support for this resolution. 11 Report on Political Contributions Against Against ShrHoldr In the case of ExxonMobil, ISS notes that the company provides some detailed information on its political contributions on the corporate website. Specifically, this information reiterates the company's policies related to corporate and PAC spending and discloses aggregate contribution amounts for corporate funds to state political initiatives and 527 organizations, as well as an overview of PAC contributions. Therefore, while we agree with the proponents that the business rational and detailed data on every type of political contribution may not be easily accessed, it is our opinion that information provided by Exxon Mobil's political contributions segment of the company website provides shareholders with sufficient insight into the company's policies and controls. As such, ISS does not believe that additional reporting on this matter is warranted at this time. 12 Report on Charitable Contributions Against Against ShrHoldr Without information suggesting that the company's management of its contributions or perks has had a negative impact on shareholder value, ISS does not believe that it is necessary or appropriate to challenge this particular contribution or the company's policies in general. Therefore, based on questions over the necessity and utility of this resolution, we do not recommend shareholder support. 13 Amend Equal Employment Opportunity Policy to Prohibit Against For ShrHoldr Discrimination Based on Sexual Orientation Given the fact that company's competitors reference sexual orientation discrimination in their EEO statements and the fact that Mobil did explicitly bar this type of discrimination in its EEO statement prior to the merger with Exxon, we believe that the company should amend its EEO to explicitly prohibit discrimination based on sexual orientation. As such, we recommend that shareholders vote for this resolution. 14 Report on Damage Resulting from Drilling for Oil and Against Against ShrHoldr gas in Protected Areas Therefore, based on the level of existing disclosure relative to other companies in the industry and the potential cost and burden associated with producing this information, we recommend a vote against this resolution. 15 Report Accountability for Company's Environmental Against Against ShrHoldr Impacts due to Operation In this case, the proponent is asking ExxonMobil to disclose information on how it is accountable for the environmental impacts that its operations have on communities. Specifically, the shareholder is asking that the company discuss not only the negative impact of its operations, but also details on how the company integrates community awareness into its policies and reporting. ISS notes that the company is involved in several community initiatives to improve social welfare or encourage ongoing dialogue with the company on issues of importance to stakeholders. Moreover, the company provides a substantial amount of disclosure on its environmental performance and social initiatives. While this disclosure may not discuss each issue recommended by the proponent, it does allow investors to clearly evaluate the policies and management controls that the company has established to measure and evaluate environmental performance and the impact of company operations on community stakeholders. Therefore, ISS does not believe that shareholder support for this resolution is warranted. 02/06/06 - AFair Isaac Corp. *FIC* 303250104 12/09/05 610 1 Elect Directors For For Mgmt 1.1 Elect Director A. George Battle --- For We recommend a vote FOR the directors. 1.2 Elect Director Andrew Cecere --- For 1.3 Elect Director Tony J. Christianson --- For 1.4 Elect Director Thomas G. Grudnowski --- For 1.5 Elect Director Alex W. Hart --- For 1.6 Elect Director Guy R. Henshaw --- For 1.7 Elect Director William J. Lansing --- For 1.8 Elect Director Margaret L. Taylor --- For 2 Ratify Auditors For For Mgmt 05/03/06 - AFederal Realty Investment Trust *FRT* 313747206 03/14/06 440 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 07/13/05 - AFederated Department Stores, Inc. *FD* 31410H101 05/20/05 2,770 1 Issue Shares in Connection with an Acquisition For For Mgmt Based on our review of the terms of the transaction and the factors described above, we believe that the share issuance warrants shareholder support. 2 Elect Directors For For Mgmt 2.1 Elect Director Meyer Feldberg --- For We recommend shareholders vote for all of the nominees. 2.2 Elect Director Terry J. Lundgren --- For 2.3 Elect Director Marna C. Whittington --- For 3 Declassify the Board of Directors For For Mgmt 4 Ratify Auditors For For Mgmt 5 Adjourn Meeting For For Mgmt Given that this proposal is limited to the specific proposals presented by the company, and that we are supportive of these other proposals, we recommend that shareholders support this proposal. 03/28/06 - AFifth Third Bancorp *FITB* 316773RKH 01/31/06 74 1 Elect Directors For Withhold Mgmt 1.1 Elect Director John F. Barrett --- Withhold We recommend shareholders WITHHOLD votes from all nominees. We recommend shareholders WITHHOLD votes from John J. Schiff, Jr., for sitting on more than three boards while serving as a CEO; and from John J. Schiff, Jr., George A. Schaefer, Jr., John F. Barrett, and Dudley S. Taft for failure to aggressively address the company's poor long-term financial performance. 1.2 Elect Director George A. Schaefer, Jr. --- Withhold 1.3 Elect Director John J. Schiff, Jr. --- Withhold 1.4 Elect Director Dudley S. Taft --- Withhold 2 Amend Articles/Bylaws/Eliminate super-majority voting For For Mgmt requirements ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 3 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 4 Amend Nonqualified Employee Stock Purchase Plan For For Mgmt Employee stock purchase plans enable employees to become shareholders, which gives them a stake in the company's growth. Stock purchase plans are beneficial only when they are well balanced and in the best interests of all shareholders. From a shareholder's perspective, the limit on the company's matching contribution is reasonable and there are caps placed on the employee's contribution (expressed as a percent of compensation which may exclude bonus, commissions or special compensation). There is minimum dilution associated with the plan since shares of company stock are purchased on the open market with mainly employee contributions. 5 Ratify Auditors For For Mgmt 05/18/06 - AFirst American Corp. *FAF* 318522307 03/21/06 650 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.07 percent is within the allowable cap for this company of 9.87 percent. Additionally, this plan expressly forbids repricing. 05/17/06 - AFirst Midwest Bancorp, Inc. *FMBI* 320867104 03/24/06 863 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt III. Vote Recommendation The additional performance criteria proposed as well as adding an additional award type are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Moreover, preservation of the full deductibility under Section 162(m) of performance-based compensation paid to the company's executive officers reduces the company's corporate tax obligation. 05/16/06 - AFirstEnergy Corporation *FE* 337932107 03/21/06 5,320 1 Elect Directors For Split Mgmt 1.1 Elect Director Anthony J. Alexander --- Withhold We recommend a vote FOR Robert B. Heisler, but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from Jesse T. Williams, Sr., Wes M. Taylor, George M. Smart, Russell W. Maier, William T. Cottle, Dr. Carol A. Cartwright, and Anthony J. Alexander for failure to take action on a majority-approved shareholder proposal. 1.2 Elect Director Carol A. Cartwright --- Withhold 1.3 Elect Director William T. Cottle --- Withhold 1.4 Elect Director Robert B. Heisler, Jr. --- For 1.5 Elect Director Russell W. Maier --- Withhold 1.6 Elect Director George M. Smart --- Withhold 1.7 Elect Director Wes M. Taylor --- Withhold 1.8 Elect Director Jesse T. Williams, Sr. --- Withhold 2 Ratify Auditors For For Mgmt 3 Adopt Simple Majority Vote Requirement Against For ShrHoldr ISS Analysis and Conclusion ISS acknowledges that adoption of this proposal may not eliminate the supermajority provisions. We also acknowledge that an affirmative vote of at least 80 percent of the outstanding shares would be required to eliminate the supermajority vote. However, based on principle, ISS maintains that a simple majority of voting shares should be sufficient to effect changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking amendments that are in shareholders' best interests. Further, we note that this proposal received the clear mandate of the FirstEnergy's shareholders last year's meeting with a 57.97 percent vote of the outstanding shares. ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. As such, we support this proposal. 4 Submit Severance Agreement (Change in Control) to Against For ShrHoldr shareholder Vote ISS Analysis and Conclusion ISS supports the submission of "golden parachutes" for shareholder approval as a general principle. We believe that a company's severance agreements should be reasonable and not excessive. To be effective without creating distorted incentives with respect to management, severance agreements must be considerably less attractive than continued employment with the company. While ISS recognizes that FirstEnergy has a severance policy in place which limits the multiplier of executives' base salary and target short-term incentive compensation to 2.99 times, the company does not clearly define these severance benefits. Therefore, the company's adopted policy does not meet all the requirements of the shareholder proposal. Furthermore, the proposal provides some flexibility for the company, whereby the board may seek approval of the shareholder approval after the material terms of the severance agreement have been agreed upon. As such, we support this proposal. 02/01/06 - AFlorida Rock Industries, Inc. *FRK* 341140101 12/13/05 470 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Increase Authorized Common Stock For For Mgmt The requested increase of 50,000,000 shares is below the allowable threshold of 100,000,000 shares. 04/25/06 - AFMC Corp. *FMC* 302491303 03/01/06 1,944 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 11.40 percent is within the allowable cap for this company of 11.66 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 04/25/06 - AFortune Brands, Inc. *FO* 349631101 02/24/06 1,555 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 4 Performance-Based and/or Time-Based Equity Awards Against For ShrHoldr The company's annual incentive program is performance driven based on the earnings per share growth targets. However, the lack of disclosure of the specific EPS targets does not allow shareholders to assess the rigor of the program. While the safe harbor rules exempt the disclosure of competitive information, companies have disclosed specific performance hurdles which executives must meet in order to profit from performance-based programs. Under ISS' compensation policies, only the performance share awards are performance driven. The performance shares require the pre-establishment of average return on equity and cumulative diluted earnings per share targets. However, the company fails to disclose the specific hurdle rates. Standard stock options are not considered as performance-based compensation. A rise in the stock market can provide automatic gains without the executives exhibiting any demonstrated effort. Furthermore, the company states that the majority of the long-term incentives comprises of stock options and not performance shares. Recipients of performance shares also receive dividend equivalents. ISS believes that the recipients should not receive dividends on performance shares prior to the attainment of the performance goals. Fortune Brands is in the household durables business, which is a stable and mature industry. ISS believes that the proponent's pay-for-superior-performance standard is feasible for the company given its line of business. The company's annual and long-term incentive programs do not sufficiently meet the proponent's requirements. Therefore, ISS supports this shareholder proposal. 06/14/06 - AFPIC Insurance Group, Inc. *FPIC* 302563101 04/12/06 350 1 Elect Directors For For Mgmt 1.1 Elect Director Richard J. Bagby, M.D. --- For We recommend a vote FOR the directors. 1.2 Elect Director Robert O. Baratta, M.D. --- For 1.3 Elect Director John R. Byers --- For 1.4 Elect Director Terence P. McCoy, M.D. --- For 01/26/06 - AFranklin Resources, Inc. *BEN* 354613101 11/30/05 3,155 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 07/15/05 - AFreddie Mac *FRE* 313400301 05/27/05 920 1 Elect Directors For For Mgmt 1.1 Elect Director Barbara T. Alexander --- For We recommend a vote FOR the directors. 1.2 Elect Director Geoffrey T. Boisi --- For 1.3 Elect Director Joan E. Donoghue --- For 1.4 Elect Director Michelle Engler --- For 1.5 Elect Director Richard Karl Goeltz --- For 1.6 Elect Director Thomas S. Johnson --- For 1.7 Elect Director William M. Lewis, Jr. --- For 1.8 Elect Director Eugene M. Mcquade --- For 1.9 Elect Director Shaun F. O'Malley --- For 1.10 Elect Director Ronald F. Poe --- For 1.11 Elect Director Stephen A. Ross --- For 1.12 Elect Director Richard F. Syron --- For 1.13 Elect Director William J. Turner --- For 2 Ratify Auditors For For Mgmt 05/04/06 - AFreeport-McMoRan Copper & Gold Inc. *FCX* 35671D857 03/07/06 1,340 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.39 percent is within the allowable cap for this company of 11.26 percent. Additionally, this plan expressly forbids repricing. 4 Review Payment Policy to Indonesian Military Against Against ShrHoldr Conclusion In this case, ISS acknowledges the proponents' concerns related to this issue and the tragedy that served as the impetus for filing the proposal at the company. That said, ISS notes that the company has made public information on its human rights policies in general and also discloses information on its security operations in Indonesia on the company website. Further, it appears that the company is taking the appropriate steps to monitor its compliance with its human rights policies, hiring external auditors and securing special counsel on human rights. The company has asserted that there is no alternative to the Indonesian military and police for security in the area. Considering the scope and complexity of this issue, ISS believes that the company is taking appropriate steps by disclosing detailed information on its operations in Papua. As such, we recommend a vote against this proposal. 04/21/06 - AFreescale Semiconductor, Inc. *FSL* 35687M206 02/21/06 4,770 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/06 - AFrontier Oil Corp. *FTO* 35914P105 03/07/06 1,847 1 Elect Directors For Split Mgmt 1.1 Elect Director James R. Gibbs --- For We recommend a vote FOR the directors with the exception of independent outsider Paul B. Loyd, Jr. We recommend that shareholders WITHHOLD votes from Paul B. Loyd, Jr. for poor attendance. 1.2 Elect Director Douglas Y. Bech --- For 1.3 Elect Director G. Clyde Buck --- For 1.4 Elect Director T. Michael Dossey --- For 1.5 Elect Director James H. Lee --- For 1.6 Elect Director Paul B. Loyd, Jr. --- Withhold 1.7 Elect Director Michael E. Rose --- For 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.41 percent is within the allowable cap for this company of 8.11 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 06/09/06 - SFrontier Oil Corp. *FTO* 35914P105 05/11/06 1,427 1 Increase Authorized Common Stock For For Mgmt The requested increase of 90,000,000 shares is below the allowable threshold of 144,000,000 shares. 05/02/06 - AGardner Denver, Inc. *GDI* 365558105 03/03/06 608 1 Elect Directors For For Mgmt 2 Approve Increase in Common Stock and a Stock Split For For Mgmt This proposal seeks to increase authorized common stock by 50,000,000 shares, which is 30,000,000 shares below the allowable increase of 80,000,000 shares. 04/20/06 - AGenentech, Inc. *DNA* 368710406 02/22/06 1,715 1 Elect Directors For Split Mgmt 1.1 Elect Director Herbert W. Boyer --- Withhold We recommend a vote FOR for the directors with the exception of insiders Arthur D. Levinson, Jonathan K.C. Knowles, Erich Hunziker and William M. Burns, and affiliated outsider Herbert W. Boyer. We recommend that shareholders WITHHOLD votes from Arthur D. Levinson for failure to establish a majority independent board, from Jonathan K.C. Knowles for failure to establish a majority independent board and for standing as insider on the Compensation Committee, and from Erich Hunziker for failure to establish a majority independent board and for standing as insider on the Compensation and Nominations committees. We also recommend that shareholders WITHHOLD votes from William M. Burns for failure to establish a majority independent board and for standing as insider on the Compensation and Nominations committees, and from Herbert W. Boyer for failure to establish a majority independent board and for standing as affiliated outsider on the Audit, Compensation and Nominations committees. 1.2 Elect Director William M. Burns --- Withhold 1.3 Elect Director Erich Hunziker --- Withhold 1.4 Elect Director Jonathan K.C. Knowles --- Withhold 1.5 Elect Director Arthur D. Levinson --- Withhold 1.6 Elect Director Debra L. Reed --- For 1.7 Elect Director Charles A. Sanders --- For 2 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 3 Ratify Auditors For For Mgmt 05/18/06 - AGeneral Cable Corp. *BGC* 369300108 03/20/06 943 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/03/06 - AGeneral Dynamics Corp. *GD* 369550108 03/10/06 2,642 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 4 Disqualification of Directors Who Fail to Receive Against For ShrHoldr Majority Vote Adoption of this bylaw amendment would put more authority in the hands of shareholders which will infuse greater accountability into the director election process. In our view, the company's owners should be the final arbiters in deciding which directors should continue to represent the interests of shareholders. 5 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, in this case the absence of a designated lead director, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 6 Report Political Contributions Against For ShrHoldr In the case of General Dynamics, ISS notes that the company does not appear to publish a policy on political contributions that clearly defines business objectives for its contributions, the process for evaluating and overseeing such contributions, or the management of General Dynamic's political action committees. ISS believes that some aspects of this resolution may be overly restrictive or burdensome; however, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political spending, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote for this resolution. 7 Sustainability Report Against For ShrHoldr While ISS believes that the company should have the flexibility to determine the most appropriate format for its sustainability report, we also note that the content of this report should be measured against industry peers and accepted standards of reporting. General Dynamics' existing disclosure on corporate responsibility and sustainability provides some information on specific initiatives that the company participates in, as well as certain, generalized social or environmental disclosure at subsidiary business units. However, detailed information on the company's policies related to social, environmental, and economic sustainability is either not available or not disclosed publicly. As such, we believe that more comprehensive reporting on sustainability issues will benefit General Dynamics' by helping the company to better assess the financial risks that certain issues pose to its current and future business operations. Therefore, we recommend shareholder support for this resolution. 04/26/06 - AGeneral Electric Co. *GE* 369604103 02/27/06 47,684 1 Elect Directors For Split Mgmt 1.1 Elect Director James I. Cash, Jr. --- For We recommend a vote FOR the directors with the exception of independent outsider Claudio X. Gonzalez. We recommend that shareholders WITHHOLD votes from Claudio X. Gonzalez for sitting on more than three boards while serving as a CEO. 1.2 Elect Director Sir William M. Castell --- For 1.3 Elect Director Ann M. Fudge --- For 1.4 Elect Director Claudio X. Gonzalez --- Withhold 1.5 Elect Director Jeffrey R. Immelt --- For 1.6 Elect Director Andrea Jung --- For 1.7 Elect Director Alan G. Lafley --- For 1.8 Elect Director Robert W. Lane --- For 1.9 Elect Director Ralph S. Larsen --- For 1.10 Elect Director Rochelle B. Lazarus --- For 1.11 Elect Director Sam Nunn --- For 1.12 Elect Director Roger S. Penske --- For 1.13 Elect Director Robert J. Swieringa --- For 1.14 Elect Director Douglas A. Warner, III --- For 1.15 Elect Director Robert C. Wright --- For 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Voting Against Against ShrHoldr In this case, the company meets all of the company's corporate governance criteria. Accordingly, the proposal does not warrant shareholder support 4 Adopt Policy on Overboarded Directors Against For ShrHoldr Although the company maintains a policy regarding overboarded directors, the policy permits the maintenance of current directors who exceed these limits if the board determines that such director's service on the board would not be impaired. In fact, the company has already made an exception with regard to director Claudio Gonzalez, who sits on over six other public company boards. The proponent's request would not allow the company to bypass or alter these limits without shareholder approval. Therefore, we believe that the proponent's request represents a preferable policy framework from a shareholder's perspective. As such, we believe this item warrants shareholder support. 5 Company-Specific -- One Director from the Ranks of the Against Against ShrHoldr Retirees ISS believes that director nominees who are best qualified and who have the relevant experience should serve as directors for the interests of all shareholders and as such the director selection process should not be limited to a certain type of director. This proposal would limit the board's independent nominating committee from selecting the best director candidates. Further, the board already includes directors with diverse experience. As such, we do not support this item. 6 Separate Chairman and CEO Positions Against Against ShrHoldr We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO position. 7 Require a Majority Vote for the Election of Directors Against Against ShrHoldr At this time, considering the company's actions taken to create a meaningful alternative in their bylaws, we recommend that shareholders vote AGAINST this proposal. 8 Report on Environmental Policies Against Against ShrHoldr Therefore, while ISS would encourage the company to continue to evaluate and disclose information on its policies and strategic directions, we do not believe that shareholder support for this resolution is warranted. 06/28/06 - AGenesco Inc. *GCO* 371532102 04/25/06 1,129 1 Elect Directors For Split Mgmt 1.1 Elect Director James S. Beard --- For We recommend a vote FOR the directors with the exception of independent outsider Kathleen Mason. We recommend that shareholders WITHHOLD votes from Kathleen Mason for sitting on more than three boards. 1.2 Elect Director Leonard L. Berry --- For 1.3 Elect Director William F. Blaufuss,Jr. --- For 1.4 Elect Director James W. Bradford --- For 1.5 Elect Director Robert V. Dale --- For 1.6 Elect Director Matthew C. Diamond --- For 1.7 Elect Director Marty G. Dickens --- For 1.8 Elect Director Ben T. Harris --- For 1.9 Elect Director Kathleen Mason --- Withhold 1.10 Elect Director Hal N. Pennington --- For 1.11 Elect Director W.A. Williamson, Jr. --- For 2 Ratify Auditors For For Mgmt 04/20/06 - AGenlyte Group, Inc. (The) *GLYT* 372302109 03/01/06 682 1 Elect Directors For For Mgmt 04/17/06 - AGenuine Parts Co. *GPC* 372460105 02/10/06 2,050 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.78 percent is within the allowable cap for this company of 9.71 percent. Additionally, this plan expressly forbids repricing. 4 Ratify Auditors For For Mgmt 05/17/06 - AGenworth Financial, Inc. *GNW* 37247D106 03/24/06 3,990 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/06 - AGenzyme Corp. *GENZ* 372917104 03/31/06 4,095 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plan of 9.59 percent is within the allowable cap for this company of 11.70 percent, and the combined shareholder value transfer for all the plans is 9.64 percent, which is below the company's allowable shareholder value transfer cap of 11.70 percent. Additionally, this plan expressly forbids repricing. 3 Amend Non-Employee Director Stock Option Plan For For Mgmt VI. Vote Recommendation The total cost of the company's plans of 8.09 percent is within the allowable cap for this company of 11.70 percent. The combined shareholder value transfer for all the plans is 9.64 percent, which is below the company's allowable shareholder value transfer cap of 11.70 percent. 4 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 5 Ratify Auditors For For Mgmt 6 Submit Severance Agreement (Change in Control) to Against For ShrHoldr shareholder Vote In this case, we believe that the cap suggested by the proponent of 2.99 times base salary and cash bonus is widely considered as the standard threshold level of severance payments for senior executives that should be subject to a shareholder vote. Additionally, since the proponent's proposal does not require that shareholder approval be obtained prior to the drafting of severance agreements, we do not believe that adoption of this proposal would unduly hinder the company's ability to negotiate such agreements with potential executives. ISS believes that shareholders should have a voice in lucrative good-bye packages. 05/16/06 - AGetty Realty Corp. *GTY* 374297109 03/31/06 398 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/10/06 - AGilead Sciences, Inc. *GILD* 375558103 03/22/06 6,240 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.59 percent is within the allowable cap for this company of 12.37 percent. Additionally, this plan expressly forbids repricing. 4 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Increase Authorized Common Stock For For Mgmt 6 Report on Impact of HIV/AIDS, TB, and Malaria Pandemics Against For ShrHoldr ISS notes that the company's disclosure on policies and topics related to the HIV/AIDS, TB, and Malaria pandemics is not as comprehensive or readily available to the public as many other companies in the industry. While Gilead does participate in certain research efforts, cooperative studies, and subsidy programs, the limited level of disclosure on these issues makes it difficult to determine specifically how the company is addressing concerns associated with this health crisis and potential impact that such decisions may have on shareholder value. ISS believes that this is of particular concern based on Gilead's focus on HIV/AIDS treatments. Therefore, due to the lack of publicly available information on the company's policies related to the potential impact that the HIV/AIDS, TB, and Malaria pandemics could have on the company, we recommend support for this resolution. 05/17/06 - AGlaxoSmithKline PLC (formerly Glaxo 37733W105 03/10/06 1,918 Wellcome Plc ) Meeting for Holders of ADRs 1 TO RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE For For Mgmt FINANCIAL STATEMENTS 2 TO APPROVE THE REMUNERATION REPORT For For Mgmt 3 TO ELECT DR MONCEF SLAOUI AS A DIRECTOR For For Mgmt 4 TO ELECT MR TOM DE SWAAN AS A DIRECTOR For For Mgmt 5 TO RE-ELECT MR LARRY CULP AS A DIRECTOR For For Mgmt 6 TO RE-ELECT SIR CRISPIN DAVIS AS A DIRECTOR For For Mgmt 7 TO RE-ELECT DR RONALDO SCHMITZ AS A DIRECTOR For For Mgmt 8 Ratify Auditors For For Mgmt 9 REMUNERATION OF AUDITORS For For Mgmt 10 TO AUTHORISE THE COMPANY TO MAKE DONATIONS TO EU For For Mgmt POLITICAL ORGANISATIONS AND INCUR EU POLITICAL EXPENDITURE 11 AUTHORITY TO ALLOT SHARES For For Mgmt 12 DISAPPLICATION OF PRE-EMPTION RIGHTS (INDICATES A For For Mgmt SPECIAL RESOLUTION) 13 AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN SHARES For For Mgmt (INDICATES A SPECIAL RESOLUTION) 09/21/05 - AGlobal Payments, Inc. *GPN* 37940X102 08/05/05 2,464 1 Elect Directors For For Mgmt 05/03/06 - AGolden West Financial Corp. *GDW* 381317106 03/02/06 980 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/06 - AGoogle Inc *GOOG* 38259P508 03/17/06 425 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For Against Mgmt V. Vote Recommendation Although the total cost of the company's plans of 7.68 percent is within the allowable cap for this company of 9.13 percent, the plan allows repricing of underwater stock options without shareholder approval, which we believe reduces the incentive value of the plan. 4 Company-Specific-Recapitalization Plan Against For ShrHoldr ISS advocates a one-share, one-vote policy. We therefore frown on companies that have different classes of common stock with disparate voting rights. This effectively gives one class of shareholders disproportionate voting power in the company in relation to its equity position. As a non-binding proposal, we support the request that the company take steps to adopt a recapitalization plan whereby all of the company's outstanding stock would have one vote. In general, we believe that simplified capital structures where voting interests are proportional to economic interests are preferable to dual class structures where management owns supervoting stock. 05/17/06 - AGramercy Capital Corp *GKK* 384871109 03/15/06 1,220 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/10/06 - AGrant Prideco Inc *GRP* 38821G101 03/21/06 3,240 1 Elect Directors For Split Mgmt 1.1 Elect Director David J. Butters --- For We recommend a vote FOR the directors with the exception of independent outsider David A. Trice. We recommend that shareholders WITHHOLD votes from David A. Trice for sitting on more than three boards. 1.2 Elect Director Eliot M. Fried --- For 1.3 Elect Director Dennis R. Hendrix --- For 1.4 Elect Director Harold E. Layman --- For 1.5 Elect Director Sheldon B. Lubar --- For 1.6 Elect Director Michael McShane --- For 1.7 Elect Director Robert K. Moses, Jr. --- For 1.8 Elect Director Joseph E. Reid --- For 1.9 Elect Director David A. Trice --- Withhold 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.43 percent is within the allowable cap for this company of 5.77 percent. Additionally, this plan expressly forbids repricing. 3 Approve Executive Incentive Bonus Plan For For Mgmt ISS supports the material term of the performance criteria. 05/23/06 - AGreatbatch, Inc. *GB* 39153L106 04/12/06 538 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/16/06 - AGrey Wolf, Inc. *GW* 397888108 03/30/06 3,811 1 Elect Directors For For Mgmt 10/21/05 - SHanarotelecom Inc. (formerly Hanaro Telecom 409649209 09/07/05 7,263 Inc.) Meeting for Holders of ADRs 1 APPOINTMENT OF STANDING DIRECTOR (NOMINEE : MR KOWN, For For Mgmt SOON YUB) 10/28/05 - AHarris Corp. *HRS* 413875105 08/31/05 1,740 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 10.32 percent is within the allowable cap for this company of 12.50 percent. Additionally, this plan expressly forbids repricing. 3 Approve/Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Ratify Auditors For For Mgmt 05/16/06 - AHarte-Hanks, Inc. *HHS* 416196103 03/31/06 3,455 1 Elect Directors For For Mgmt 04/25/06 - AHBOS PLC 42205M106 03/13/06 998 Meeting for Holders of ADRs 1 TO RECEIVE THE REPORT AND ACCOUNTS For For Mgmt 2 TO APPROVE THE REPORT ON REMUNERATION POLICY AND For For Mgmt PRACTICE 3 TO DECLARE A FINAL DIVIDEND For For Mgmt 4 Elect Directors For For Mgmt 5 Ratify Auditors For For Mgmt 6 TO APPROVE THE INCREASE IN AUTHORIZED PREFERENCE SHARE For For Mgmt CAPITAL 7 TO AUTHORIZE POWER OF THE DIRECTORS TO ALLOT SHARES For For Mgmt 8 TO AUTHORIZE THE ALLOTMENT OF SHARES FOR CASH For For Mgmt 9 TO AUTHORIZE THE REPURCHASE OF ORDINARY SHARES For For Mgmt 10 TO APPROVE POLITICAL DONATIONS AND EXPENDITURE For For Mgmt There has been political expenditure during the year. - (i) An employee was seconded part-time, initially by HBOS UK plc and then by HBOS plc to the Cross Party Group on the Scottish Economy ('CPG') in the Scottish Parliament. The CPG is not a political party. The PPERA contains a specific exemption to the definition of EU Political Organisation for all party groups composed of members of the Westminster Houses of Parliament, but there is no such specific exemption for all party groups of the Scottish Parliament. The Company is therefore disclosing that the total amount of the donations made to the CPG during the last financial year was GBP 11,365 (USD 20,000) in respect of the completion of 70 working days of the secondment, representing the employee's salary paid by the Company during that time, not a cash donation. - (ii) In connection with the Company's consideration of the implications of the Turner Review and pensions reform generally, the Company subscribed to membership of The City & Business Network - a discussion forum on public policy issues of interest to most UK companies. The Network is an offshoot of The Fabian Society which, although a social research organisation, comprises an EU Political Organisation for the purposes of PPERA. The above subscription (totalling GBP 3,525 / USD 6,100), which will not be renewed, thus constitutes political expenditure within the meaning of the Act. RREV has considered the nature of this expenditure and has concluded that these occurances do not represent attempts to unduly influence the political process. We consider that the expenditure was incurred in relation to reasonable activities and was not contrary to shareholder interests. We therefore have no concerns regarding this matter and recommend support for the proposed renewal of the authority. 11 TO APPROVE AND ADOPT THE RULES OF THE HBOS PLC EXTENDED For For Mgmt SHORT TERM INCENTIVE PLAN 12 TO APPROVE THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION For For Mgmt RREV considers the proposals acceptable, given the various assurances provided by the Company. 13 TO APPROVE THE AMENDMENTS TO THE MEMORANDUM OF For For Mgmt ASSOCIATION 14 TO APPROVE FURTHER AMENDMENT TO THE ARTICLES OF For For Mgmt ASSOCIATION 05/11/06 - AHCC Insurance Holdings, Inc. *HCC* 404132102 04/03/06 860 1 Elect Directors For For Mgmt 03/01/06 - AHelmerich & Payne, Inc. *HP* 423452101 01/09/06 2,280 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.67 percent is within the allowable cap for this company of 5.94 percent. Additionally, this plan expressly forbids repricing. 06/23/06 - SHelmerich & Payne, Inc. *HP* 423452101 05/08/06 2,160 1 Increase Authorized Common Stock For For Mgmt The requested increase of 80,000,000 shares is below the allowable threshold of 128,000,000 shares. 03/15/06 - AHewlett-Packard Co. *HPQ* 428236103 01/17/06 18,555 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that HP's resignation policy offers a sufficient alternative to the proposed majority voting standard. Further, with regard to management's concern that the proposal does not consider potential board vacancies or hold-overs, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 5 Claw-Back of Payments under Restatement Against Against ShrHoldr The proponents supporting argument with regard to Carley Fiorina's compensation speaks to severance packages and bears no relevance to the unearned bonuses addressed by the clawback proposal. Additionally, ISS notes that there is no history of chronic restatements or fraudulent activity by the company. ISS believes that the company has in place a reasonable clawback policy which requires the board to: (a) review of performance-based compensation to senior executives following a restatement and (b) seek to recoup all such bonuses to senior executives whose fraud or misconduct resulted in such restatement. As such, ISS recommend a vote AGAINST this proposal. 05/31/06 - AHibbett Sporting Goods, Inc. *HIBB* 428565105 04/03/06 1,515 1 Elect Director Alton E. Yother For For Mgmt 2 Approve Non-Employee Director Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.42 percent is within the allowable cap for this company of 12.71 percent. 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Increase Authorized Common Stock For For Mgmt The requested increase of 30,000,000 shares is below the allowable threshold of 57,500,000 shares. 05/24/06 - AHilton Hotels Corp. *HLT* 432848109 03/29/06 3,350 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, in a case where a company has in place certain unfavorable governance provisions, as indicated above, we do not believe the resignation policy is a sufficient alternative to the proposed majority voting standard. The company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. In addition, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 4 Submit Shareholder Rights Plan (Poison Pill) to Against For ShrHoldr Shareholder Vote In this case, the company's rights plan was not approved by shareholders nor does it embody the general features that ISS recommends. We support the principle that all shareholder rights plans should be redeemed or eventually brought to shareholder vote for approval. ISS believes that directors, in their capacity as fiduciaries, can adopt a plan without prior approval from shareholders under certain conditions if the board believes such an act is in the best interests of shareholders and necessary to protect shareholder value. Since Delaware law affords directors the authority to exercise judgment and discretion in order to fulfill its fiduciary duties, we believe the board should have the flexibility to interpret its contractual relationship with shareholders. However, the principle of fiduciary duty should not be used to shield directors from acting in a way that contradicts shareholder directive. As such, if a rights plan is adopted by the board without prior shareholder approval, ISS expects the plan to either be ratified by shareholders or expire within 12 months of adoption. 05/11/06 - AHolly Corp. *HOC* 435758305 03/22/06 367 1 Elect Directors For Split Mgmt 1.1 Elect Director B.P. Berry --- For We recommend a vote FOR the directors with the exception of insiders Matthew P. Clifton, W. John Glancy and Lamar Norsworthy, and affiliated outsiders William J. Gray and Marcus R. Hickerson. We recommend that shareholders WITHHOLD votes from Matthew P. Clifton, W. John Glancy, Lamar Norsworthy and William J. Gray for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Marcus R. Hickerson for standing as an affiliated outsider on the Nominating Committee and for failure to establish a majority independent board. 1.2 Elect Director M.P. Clifton --- Withhold 1.3 Elect Director W.J. Glancy --- Withhold 1.4 Elect Director W.J. Gray --- Withhold 1.5 Elect Director M.R. Hickerson --- Withhold 1.6 Elect Director T.K. Matthews --- For 1.7 Elect Director R.G. Mckenzie --- For 1.8 Elect Director L. Norsworthy --- Withhold 1.9 Elect Director J.P. Reid --- For 1.10 Elect Director P.T. Stoffel --- For 2 Increase Authorized Common Stock For For Mgmt This proposal seeks to increase authorized common stock by 50,000,000 shares, which is 35,000,000 shares below the allowable increase of 85,000,000 shares. 05/25/06 - AHome Depot, Inc. (The) *HD* 437076102 03/28/06 13,984 1 Elect Directors For Split Mgmt 1.1 Elect Director Gregory D. Brenneman --- Withhold We recommend a vote to WITHHOLD from all directors with the exception of new nominee Angelo R. Mozilo. We recommend that shareholders WITHHOLD votes from Thomas J. Ridge, Robert L. Nardelli, Kenneth G. Langone, Lawrence R. Johnson, Laban P. Jackson, Jr., Bonnie G. Hill, Milledge A. Hart, III, Claudio X. Gonzalez, John L. Clendenin, and Gregory D. Brenneman for failure to implement a majority supported shareholder proposal, Compensation Committee members Lawrence R. Johnston, Bonnie G. Hill, Claudio X. Gonzalez, and John L. Clendenin for the company's poor compensation practices, and Claudio X. Gonzalez for sitting on more than three boards while serving as CEO. 1.2 Elect Director John L. Clendenin --- Withhold 1.3 Elect Director Claudio X. Gonzalez --- Withhold 1.4 Elect Director Milledge A. Hart, III --- Withhold 1.5 Elect Director Bonnie G. Hill --- Withhold 1.6 Elect Director Laban P. Jackson, Jr. --- Withhold 1.7 Elect Director Lawrence R. Johnston --- Withhold 1.8 Elect Director Kenneth G. Langone --- Withhold 1.9 Elect Director Angelo R. Mozilo --- For 1.10 Elect Director Robert L. Nardelli --- Withhold 1.11 Elect Director Thomas J. Ridge --- Withhold 2 Ratify Auditors For For Mgmt 3 Increase Disclosure of Executive Compensation Against For ShrHoldr 4 Report on EEOC-Related Activities Against For ShrHoldr As such we recommend that shareholders vote for this resolution. 5 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 6 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 7 Submit Supplemental Executive Retirement Plans to Against For ShrHoldr Shareholder vote 8 Report on Political Contributions Against For ShrHoldr As such, we recommend that shareholders vote FOR this resolution. 9 Increase Disclosure of Executive Compensation Against For ShrHoldr Therefore, ISS believes that this proposal warrants shareholder t. 10 Affirm Political Non-partisanship Against Against ShrHoldr Since it appears that the company has already addressed this issue through its own internal policies and observance of federal law, we do not believe that support of this proposal is warranted. 04/24/06 - AHoneywell International, Inc. *HON* 438516106 02/24/06 500 1 Elect Directors For For Mgmt 1.1 Elect Director Gordon M. Bethune --- For We recommend a vote FOR the directors. 1.2 Elect Director Jaime Chico Pardo --- For 1.3 Elect Director David M. Cote --- For 1.4 Elect Director D. Scott Davis --- For 1.5 Elect Director Linnet F. Deily --- For 1.6 Elect Director Clive R. Hollick --- For 1.7 Elect Director James J. Howard --- For 1.8 Elect Director Bruce Karatz --- For 1.9 Elect Director Russell E. Palmer --- For 1.10 Elect Director Ivan G. Seidenberg --- For 1.11 Elect Director Bradley T. Sheares --- For 1.12 Elect Director Eric K. Shinseki --- For 1.13 Elect Director John R. Stafford --- For 1.14 Elect Director Michael W. Wright --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The company has submitted a multiple pay plan proposal. The combined shareholder value transfer for all the plans (Items 3 and 4) is 4.88 percent, which falls below the company's allowable shareholder value transfer cap of 6.11 percent. The total cost of the 2006 Stock Incentive Plan (Item 3 only) is 4.83 percent. The plan also expressly prohibits repricing of stock options and SARs. ISS commends the company for voluntarily committing to an annual burn rate of 1.0 percent to 1.5 percent of total shares outstanding. 4 Approve Non-Employee Director Omnibus Stock Plan For For Mgmt VI. Vote Recommendation The company has submitted a multiple pay plan proposal. The combined shareholder value transfer for all the plans (Items 3 and 4) is 4.88 percent, which falls below the company's allowable shareholder value transfer cap of 6.11 percent. The total cost of the 2006 Stock Plan for Non-Employee Director (Item 4 only) is 2.35 percent. The plan also expressly prohibits repricing of stock options and SARs. 5 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system gives full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. The company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. Further, the proposal provides for a carve-out for plurality voting in the event of a contested election. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 6 Compensation- Director Compensation Against Against ShrHoldr SS does not support this shareholder proposal. 7 Claw-back of Payments under Restatements Against For ShrHoldr ISS believes this proposal warrants shareholder vote and we recommend a vote FOR. 8 Report on Public Welfare Initiative Against Against ShrHoldr Therefore, ISS believes that the company could benefit from increased disclosure on its corporate website regarding this issue and potential costs associated with remediation. However, we do not believe that the actions requested by the proponents to accompany this report are necessary per se, or an appropriate expenditure of shareholder assets. 9 Eliminate or Restrict Severance Agreements Against For ShrHoldr (Change-in-Control) ISS recognizes that implementation of this policy may be difficult. However, we note that this proposal is somewhat similar to the severance/change-in-control proposal, whereby a company will seek shareholder approval for future severance agreements with senior executives that could provide benefits in an amount exceeding 2.99 times the sum of the executive's base salary and bonus. Currently, Honeywell does have a policy to seek shareholder approval on excessive severance/change-in-control payments. In supporting the spirit of the proposal, ISS believes that the company can implement a policy on seeking shareholder approval for excessive severance/change-in-control payments. 05/17/06 - AHospira Inc *HSP* 441060100 03/20/06 1,510 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/23/06 - AHospitality Properties Trust *HPT* 44106M102 03/24/06 975 1 Elect Directors For Split Mgmt 1.1 Elect Trustee Frank J. Bailey --- For We recommend that shareholders WITHHOLD votes from Gerald Martin and vote FOR Frank J. Bailey. We recommend that shareholders WITHHOLD votes from insider Gerard M. Martin for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Trustee Gerard M. Martin --- Withhold 2 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt Given that the proposed amendment may provide some cost savings to the company, we believe this item warrants shareholder support. 3 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt This amendment is administrative in nature and would not affect shareholders' rights. Shareholders would still be furnished with public filings as required by SEC and NYSE rules 4 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt ISS would consider affiliates of HRPT to be independent pursuant to ISS director independence guidelines (the spin-off from HRPT occurred in 1995 and a five-year cool off period for former executives has already elapsed). As such, we believe this item warrants shareholder support. 5 Adjourn Meeting For Against Mgmt Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 03/08/06 - AHovnanian Enterprises, Inc. *HOV* 442487203 01/17/06 392 1 Elect Directors For Split Mgmt 1.1 Elect Director K. Hovnanian --- Withhold We recommend a vote FOR the directors with the exception of insiders J. Sorsby, G. DeCesaris, Jr., A. Hovnanian, and K. Hovnanian. We recommend that shareholders WITHHOLD votes from J. Sorsby, G. DeCesaris, Jr., A. Hovnanian, and K. Hovnanian for failure to establish an independent nominating committee. 1.2 Elect Director A. Hovnanian --- Withhold 1.3 Elect Director R. Coutts --- For 1.4 Elect Director G. Decesaris, Jr. --- Withhold 1.5 Elect Director E. Kangas --- For 1.6 Elect Director J. Marengi --- For 1.7 Elect Director J. Robbins --- For 1.8 Elect Director J. Sorsby --- Withhold 1.9 Elect Director S. Weinroth --- For 2 Ratify Auditors For For Mgmt 04/27/06 - AHumana Inc. *HUM* 444859102 03/06/06 850 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.57 percent is within the allowable cap for this company of 9.20 percent. Additionally, this plan expressly forbids repricing. 11/16/05 - AHyperion Solutions Corp. *HYSL* 44914M104 09/21/05 1,582 1 Elect Directors For Split Mgmt 1.1 Elect Director Godfrey Sullivan --- For We recommend a vote FOR the directors with the exception of John Riccitiello, from whom we recommend shareholders WITHHOLD votes for poor attendance. 1.2 Elect Director John Riccitiello --- Withhold 1.3 Elect Director Gary Greenfield --- For 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 12.41 percent is within the allowable cap for this company of 20.07 percent. Additionally, this plan expressly forbids repricing. 3 Approve Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 4 Ratify Auditors For For Mgmt 05/03/06 - AIBERIABANK Corp. *IBKC* 450828108 03/21/06 155 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 01/31/06 - AImperial Tobacco Group Plc 453142101 12/19/05 2,197 Meeting for Holders of ADRs 1 TO RECEIVE THE REPORTS OF THE DIRECTORS AND AUDITORS For For Mgmt AND THE ACCOUNTS FOR THE FINANCIAL YEAR ENDING SEPTEMBER 30, 2005. 2 TO RECEIVE AND APPROVE THE DIRECTORS REMUNERATION For For Mgmt REPORT AND THE AUDITOR S REPORT FOR THE FINANCIAL YEAR ENDING SEPTEMBER 30, 2005. The Company continues to employ a robust and transparent remuneration policy for the EDs. We commend the Company for the clarity of most aspects of the remuneration report contained in the 2004/05 Annual Report. However, we consider disclosure of precise bonus measures and retrospective disclosure of bonus targets could also be provided. 3 TO DECLARE A FINAL DIVIDEND FOR THE FINANCIAL YEAR For For Mgmt ENDED SEPTEMBER 30, 2005. 4 Elect Directors For For Mgmt 5 Ratify Auditors For For Mgmt 6 TO AUTHORIZE THE DIRECTORS TO SET THE REMUNERATION OF For For Mgmt THE AUDITORS 7 APPROVAL OF IMPERIAL TOBACCO GROUP PLC TO MAKE For For Mgmt DONATIONS TO EU POLITICAL ORGANIZATIONS. 8 APPROVAL FOR IMPERIAL TOBACCO LIMITED TO MAKE DONATIONS For For Mgmt TO EU POLITICAL ORGANIZATIONS AND INCUR EU POLITICAL EXPENDITURES 9 APPROVAL FOR IMPERIAL TOBACCO INTERNATIONAL LIMITED TO For For Mgmt MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS AND INCURE EU POLITICAL EXPENDITURES. 10 APPROVAL FOR VAN NELLE TABAK NEDERLAND B.V. TO MAKE For For Mgmt DONATIONS TO EU POLITICAL ORGANIZATIONS AND INCUR EU POLITICAL EXPENDITURES 11 APPROVAL FOR JOHN PLAYER & SONS LIMITED TO MAKE For For Mgmt DONATIONS TO EU POLITICAL ORGANIZATIONS AND INCUR EU POLITICAL EXPENDITURES 12 APPROVAL FOR REEMTSMA CIGARETTENFABRIKEN GMBH TO MAKE For For Mgmt DONATIONS TO EU POLITICAL ORGANIZATIONS AND INCUR EU POLITICAL EXPENDITURES. 13 APPROVAL FOR ETS L. LACROIX FILS NV/SA TO MAKE For For Mgmt DONATIONS TO EU POLITICAL ORGANIZATIONS AND INCUR EU POLITICAL EXPENDITURES 14 THAT THE DIRECTORS ARE AUTHORIZED TO MAKE AMENDMENTS TO For For Mgmt THE RULES OF THE IMPERIAL TOBACCO GROUP LONG TERM INCENTIVE PLAN 15 THAT THE DIRECTORS BE EMPOWERED TO ALLOT RELEVANT For For Mgmt SECURITIES. 16 APPROVAL OF THE DISAPPLICATION OF PRE-EMPTION RIGHTS. For For Mgmt 17 THAT THE COMPANY BE AUTHORIZED TO MAKE MARKET PURCHASES For For Mgmt OF ORDINARY SHARES OF THE COMPANY INCLUDING TREASURT SHARES. 04/25/06 - AING Groep NV 456837103 03/21/06 3,489 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 1 Elect Supervisory Board Member For For Mgmt 2 OPENING REMARKS AND ANNOUNCEMENTS. APPROVAL OF THE LIVE For For Mgmt WEBCASTING OF THIS PRESENT MEETING AND SUBSEQUENT SHAREHOLDERS MEETINGS. 3 ANNUAL ACCOUNTS FOR 2005. For For Mgmt 4 DIVIDEND FOR 2005. For For Mgmt 5 DISCHARGE OF THE EXECUTIVE BOARD IN RESPECT OF THE For For Mgmt DUTIES PERFORMED DURING THE YEAR 2005. 6 DISCHARGE OF THE SUPERVISORY BOARD IN RESPECT OF THE For For Mgmt DUTIES PERFORMED DURING THE YEAR 2005. 7 MAXIMUM NUMBER OF STOCK OPTIONS AND PERFORMANCE SHARES For For Mgmt TO BE GRANTED TO MEMBERS OF THE EXECUTIVE BOARD FOR 2005. 8 AMENDMENT OF THE PENSION SCHEME IN THE EXECUTIVE BOARD For For Mgmt REMUNERATION POLICY. 9 REMUNERATION SUPERVISORY BOARD. For For Mgmt 10 AUTHORISATION TO ISSUE ORDINARY SHARES WITH OR WITHOUT For For Mgmt PREFERENTIAL RIGHTS. 11 AUTHORISATION TO ISSUE PREFERENCE B SHARES WITH OR For For Mgmt WITHOUT PREFERENTIAL RIGHTS. 12 AUTHORISATION TO ACQUIRE ORDINARY SHARES OR DEPOSITARY For For Mgmt RECEIPTS FOR ORDINARY SHARES IN THE COMPANY S OWN CAPITAL. 13 AUTHORISATION TO ACQUIRE 24,051,039 DEPOSITARY RECEIPTS For For Mgmt FOR PREFERENCE A SHARES IN THE COMPANY S OWN CAPITAL. 14 AUTHORISATION TO ACQUIRE PREFERENCE A SHARES OR For For Mgmt OSITARY RECEIPTS FOR PREFERENCE A SHARES IN THE COMPANY S OWN CAPITAL. 15 CANCELLATION OF PREFERENCE A SHARES (DEPOSITARY For For Mgmt RECEIPTS OF) WHICH ARE HELD BY ING GROEP N.V. 16 APPROVAL OF THE ENGLISH LANGUAGE AS THE OFFICIAL For For Mgmt LANGUAGE OF THE ANNUAL REPORT WITH EFFECT FROM THE 2006 REPORT. 17 APPROVAL OF THE USE OF THE ENGLISH LANGUAGE AS THE For For Mgmt OFFICIAL LANGUAGE AS OF THE 2007 SHAREHOLDERS MEETING. 06/07/06 - AIngersoll-Rand Company Limited *IR* G4776G101 04/10/06 4,500 Meeting for Holders of ADRs 1 Elect Directors For Split Mgmt 1.1 Elect Director T.E. Martin --- Withhold We recommend a vote for the directors with the exception of Theodore E. Martin. We recommend that shareholders withhold votes from Theodore E. Martin for standing as a non-independent non-executive director on the Audit Committee. 1.2 Elect Director P. Nachtigal --- For 1.3 Elect Director R.J. Swift --- For 2 Ratify Auditors For For Mgmt 05/17/06 - AIntel Corp. *INTC* 458140100 03/20/06 24,736 1 Elect Director Craig R. Barrett For For Mgmt 2 Elect Director Charlene Barshefsky For For Mgmt 3 Elect Director E. John P. Browne For For Mgmt 4 Elect Director D. James Guzy For For Mgmt 5 Elect Director Reed E. Hundt For For Mgmt 6 Elect Director Paul S. Otellini For For Mgmt 7 Elect Director James D. Plummer For For Mgmt 8 Elect Director David S. Pottruck For For Mgmt 9 Elect Director Jane E. Shaw For For Mgmt 10 Elect Director John L. Thornton For For Mgmt 11 Elect Director David B. Yoffie For For Mgmt 12 Rescind Fair Price Provision For For Mgmt 13 Amend Articles/Bylaws/Repeal Supermajority Vote For For Mgmt ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 14 Ratify Auditors For For Mgmt 15 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.46 percent is within the allowable cap for this company of 12.11 percent. Additionally, this plan expressly forbids repricing. 16 Approve Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 06/01/06 - AINTERCONTINENTAL HOTELS GROUP PLC 45857P103 03/27/06 4,002 Meeting for Holders of ADRs 1 RECEIPT OF FINANCIAL STATEMENTS For For Mgmt 2 APPROVAL OF REMUNERATION REPORT For For Mgmt 3 DECLARATION OF FINAL DIVIDEND For For Mgmt 4 ELECTION OF JENNIFER LAING For For Mgmt 5 ELECTION OF JONATHAN LINEN For For Mgmt 6 RE-ELECTION OF ROBERT C LARSON For For Mgmt 7 RE-ELECTION OF STEVAN PORTER For For Mgmt 8 Ratify Auditors For For Mgmt 9 AUTHORITY TO SET AUDITORS REMUNERATION For For Mgmt 10 POLITICAL DONATIONS For For Mgmt 11 ALLOTMENT OF SHARES For For Mgmt 12 DISAPPLICATION OF PRE-EMPTION RIGHTS For For Mgmt 13 AUTHORITY TO PURCHASE OWN SHARES *VOTING CUT-OFF DATE: For For Mgmt MAY 25, 2006 AT 3:00 P.M. EDT* 04/25/06 - AInternational Business Machines Corp. *IBM* 459200101 02/24/06 6,071 1 Elect Directors For Split Mgmt 1.1 Elect Director Cathleen Black --- For We recommend a vote FOR the directors with the exception of Michael L. Eskew and Lorenzo H. Zambrano. We recommend shareholders WITHHOLD votes from Michael L. Eskew for standing as an affiliated outsider on the Audit Committee and from Lorenzo H. Zambrano for sitting on more than three boards while serving as a CEO and for poor attendance. 1.2 Elect Director Kenneth I. Chenault --- For 1.3 Elect Director Juergen Dormann --- For 1.4 Elect Director Michael L. Eskew --- Withhold 1.5 Elect Director Shirley Ann Jackson --- For 1.6 Elect Director Minoru Makihara --- For 1.7 Elect Director Lucio A. Noto --- For 1.8 Elect Director James W. Owens --- For 1.9 Elect Director Samuel J. Palmisano --- For 1.10 Elect Director Joan E. Spero --- For 1.11 Elect Director Sidney Taurel --- For 1.12 Elect Director Charles M. Vest --- For 1.13 Elect Director Lorenzo H. Zambrano --- Withhold 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against For ShrHoldr In this case, the company fails to meet all of the aforementioned corporate governance and performance criteria. Specifically, shareholders may not call special meetings and may not act by written consent. With regard to the company's performance, IBM's shareholder returns have underperformed those of its industry peers and the index for the one- and three-year periods. Accordingly, the proposal warrants shareholder support. 4 Evaluate Age Discrimination in Retirement Plans Against Against ShrHoldr ISS believes the scope of the proponent's proposal is overly broad since it asks that all employees be allowed to choose participation in the plan, which could be costly to shareholders. Accordingly, we recommend a vote AGAINST this proposal. 5 Time-Based Equity Awards Against For ShrHoldr ISS believes that pension fund income can distort true operating performance, which may be the basis for determining executive bonuses and performance-related pay rather than gains from defined benefit plans. Shareholders should therefore support proposals that would exclude pension credits from calculations of executive compensation as this provides a cleaner measure for assessing actual performance. Furthermore, the company is not precluded from including pension credits from calculations of executive pay in the future. Adopting this practice is a matter of good corporate governance practice. 6 Increase Disclosure of Executive Compensation Against For ShrHoldr Therefore, while ISS does not necessarily support the specific minimum of $2,000 detailed in the resolution, ISS supports the spirit of this shareholder proposal and encourages the company's compliance with the request for full and transparent compensation disclosure. 7 Report on Outsourcing Against Against ShrHoldr In this case we note that IBM does outsource some positions to foreign markets where the company has determined that such actions would ultimately benefit the company and increase shareholder value. Further we note that several of the company's peers and competitors have outsourced similar jobs. Additionally, detailed disclosure on the company's policies regarding job outsourcing may not provide benefits to shareholders commensurate with the cost of preparing this report. As such, we do not recommend support for the proposal at this time. 8 Implement/ Increase Activity on the China Principles Against Against ShrHoldr ISS will continue to monitor the allegations of human rights violations at IBM facilities in China; however, we question the value of committing to adopt and implement the China Principles in addition to the policies that IBM already has implemented globally to address work-place labor rights concerns. In our opinion, another set of guidelines that apply only to operations in China could confuse or complicate the implementation of IBM's overarching policies related to workplace labor rights. Additionally, many aspects of the China Principles are already addressed in the exiting guidelines for corporate operations and vendor/supplier relationships. Therefore, we do not believe shareholder support for the resolution is necessary at this time. 9 Report on Political Contributions Against Against ShrHoldr In this case, IBM has established a policy that explicitly prohibits direct or indirect contributions to political entities or intermediaries that support political activities. Without information to suggest that IBM is not complying with this policy, ISS questions the value to shareholders of additional reporting on this subject. Therefore, we do not recommend shareholder support for this resolution. 10 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 11 Adopt Simple Majority Vote Against For ShrHoldr While the IBM board has not taken action to adopt a supermajority standard, a supermajority standard is the default under New York's Business Corporation Law for certain transactions, such as mergers. This proposal asks the company to take steps necessary for a simple majority vote to apply on each issue. The board, in this case, could put to shareholders for approval an amendment to its certificate of incorporation to require a lesser voting threshold. Therefore, we believe this proposal is relevant, and we support the proposal. 05/26/06 - AInternet Security Systems, Inc. *ISSX* 46060X107 04/07/06 770 1 Elect Directors For For Mgmt 04/04/06 - SIntrado Inc 46117A100 02/28/06 611 1 Approve Merger Agreement For For Mgmt Based on our review of the terms of the transaction and the factors described above, in particular the merger premium, we believe that the merger agreement warrants shareholder support. 2 Adjourn Meeting For For Mgmt When ISS is supportive on the underlying transaction, we may support a narrowly-crafted proposal to adjourn the meeting to solicit additional proxies to approve the item. 05/09/06 - AInvestment Technology Group, Inc. *ITG* 46145F105 03/15/06 561 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 08/11/05 - SiShares Trust 464287598 04/25/05 1,140 1 Elect Directors For For Mgmt 2 Approve Change of Fundamental Investment Policy - For For Mgmt Senior Securities Historically, most amendments to a fund's fundamental restrictions have not been significant enough to alter a fund's investment strategy. That said, with the elimination of certain fundamental restrictions such as those that involve hedging tactics, there is an increased risk to a shareholder's investment. However, since the fundamental investment objective is the rule that governs all of a fund's investment strategies, specific restraints are placed on riskier practices by virtue of the investment objective, which remains unchanged. As a result, ISS generally approves of amendments or the elimination of certain fundamental restrictions, which as a result of changes in SEC policy and state securities laws, are outdated or obsolete, and therefore unfairly hamstring a fund that was created prior to the changes in regulatory law. 3 Approve Change of Fundamental Investment Policy - For For Mgmt Lending 4 Approve Change of Fundamental Investment Objective to For For Mgmt Non-fundamental Although historically most amendments to a fund's limitations have not been significant enough to change the fundamental investment strategy, this has been changing in recent years. Some funds have sought to avoid investment restrictions by reclassifying some of their investment restrictions as non-fundamental, thereby removing the shareholder approval requirement. Other funds have sought shareholder approval to make non-fundamental the fundamental investment objective, the one clear goal around which the other restrictions are constructed. The funds' fundamental investment objectives are the central purpose that all of the other investment policies in the funds' bylaws and charter are created to support. Without firm investment objectives, the funds' goals and intents, which initially attracted investors to a particular fund, could change radically. The investment objective of each iShares Fund is to seek investment results that correspond generally to the price and yield performance of a specified underlying index. The indexes used by the funds are licensed from various third party index providers. These index providers sometimes make significant changes to the construction or methodology of an index. To the extent the index construction or methodology of an index is superior to an index covering the same general market, ISS does not believe shareholder interests would be advanced by requiring a fund to incur the costs of a proxy solicitation to change the underlying index. Additionally, the board does not seek the authority to, for example, change a large-cap fund to a mid-cap fund. Rather, the board seeks authority to change from one index to another index representing the same general market segment and objective. ISS does not view the change as one that would have a significant material impact on the funds' operation. The investment objectives currently remain unchanged and the funds will continue to invest in a similar fashion. Therefore, ISS supports this proposal. 5 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 08/11/05 - SiShares Trust 464287804 04/25/05 500 1 Elect Directors For For Mgmt 2 Approve Change of Fundamental Investment Policy - For For Mgmt Senior Securities Historically, most amendments to a fund's fundamental restrictions have not been significant enough to alter a fund's investment strategy. That said, with the elimination of certain fundamental restrictions such as those that involve hedging tactics, there is an increased risk to a shareholder's investment. However, since the fundamental investment objective is the rule that governs all of a fund's investment strategies, specific restraints are placed on riskier practices by virtue of the investment objective, which remains unchanged. As a result, ISS generally approves of amendments or the elimination of certain fundamental restrictions, which as a result of changes in SEC policy and state securities laws, are outdated or obsolete, and therefore unfairly hamstring a fund that was created prior to the changes in regulatory law. 3 Approve Change of Fundamental Investment Policy - For For Mgmt Lending 4 Approve Change of Fundamental Investment Objective to For For Mgmt Non-fundamental Although historically most amendments to a fund's limitations have not been significant enough to change the fundamental investment strategy, this has been changing in recent years. Some funds have sought to avoid investment restrictions by reclassifying some of their investment restrictions as non-fundamental, thereby removing the shareholder approval requirement. Other funds have sought shareholder approval to make non-fundamental the fundamental investment objective, the one clear goal around which the other restrictions are constructed. The funds' fundamental investment objectives are the central purpose that all of the other investment policies in the funds' bylaws and charter are created to support. Without firm investment objectives, the funds' goals and intents, which initially attracted investors to a particular fund, could change radically. The investment objective of each iShares Fund is to seek investment results that correspond generally to the price and yield performance of a specified underlying index. The indexes used by the funds are licensed from various third party index providers. These index providers sometimes make significant changes to the construction or methodology of an index. To the extent the index construction or methodology of an index is superior to an index covering the same general market, ISS does not believe shareholder interests would be advanced by requiring a fund to incur the costs of a proxy solicitation to change the underlying index. Additionally, the board does not seek the authority to, for example, change a large-cap fund to a mid-cap fund. Rather, the board seeks authority to change from one index to another index representing the same general market segment and objective. ISS does not view the change as one that would have a significant material impact on the funds' operation. The investment objectives currently remain unchanged and the funds will continue to invest in a similar fashion. Therefore, ISS supports this proposal. 5 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/09/06 - AItron, Inc. *ITRI* 465741106 02/28/06 883 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.75 percent is within the allowable cap for this company of 15.46 percent. Additionally, this plan expressly forbids repricing. 05/09/06 - AITT Corp. *ITT* 450911102 03/17/06 4,124 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Change Company Name For For Mgmt Because it is unlikely that the name change would have a negative financial impact on the company, ISS recommends supporting the proposal. 05/19/06 - AJ. C. Penney Co., Inc (HLDG CO) *JCP* 708160106 03/20/06 4,484 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 4 Performance-Based Equity Awards Against Against ShrHoldr While the company's annual and long-term incentives are not benchmarked against a peer group, the company has disclosed the performance criteria and hurdle rates. For the annual incentive program, the company performance payout factor is 1.55 in 2005. The company further disclosed the specific measures that the named executive officers must need in order to receive the payout. The company must exceed its sales plan by 1% and its operating profit plan by over 11%. For the 2006 long-term incentive program, the company has issued stock options and performance-based restricted stock units. Although the stock options are not indexed or premium-priced, the performance-based restricted stock units are contingent upon the company meeting an EPS target of $4.26. These performance-based restricted stock units are subject to further time vesting. Dividend equivalents on the restricted stock will be paid upon the achievement of the performance goal. A substantial portion of an executive's long-term incentives is performance-based according to ISS' policy. ISS believes that the company has provided sufficient disclosure for shareholders to assess the correlation between pay and performance. Therefore, ISS believes that this proposal does not warrant shareholder support at this time. 05/03/06 - AJ2 Global Communications, Inc. *JCOM* 46626E205 03/07/06 80 1 Elect Directors For Split Mgmt 1.1 Elect Director Douglas Y. Bech --- For We recommend a vote FOR the directors with the exception of affiliated outsiders Richard S. Ressler and John F. Reiley. We recommend that shareholders WITHHOLD votes from Richard S. Ressler and John F. Reiley for failure to establish an independent nominating committee. 1.2 Elect Director Robert J. Cresci --- For 1.3 Elect Director John F. Reiley --- Withhold 1.4 Elect Director Richard S. Ressler --- Withhold 1.5 Elect Director Michael P. Schulhof --- For 2 Increase Authorized Common Stock For For Mgmt The requested increase of 45,000,000 shares is below the allowable threshold of 70,000,000 shares. 3 Amend Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 11.25 percent is within the allowable cap for this company of 20.27 percent. 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 09/09/05 - AJakks Pacific, Inc. *JAKK* 47012E106 07/18/05 179 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/15/06 - AJDA Software Group, Inc. *JDAS* 46612K108 03/31/06 1,077 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/06 - AJohn H. Harland Co. *JH* 412693103 03/09/06 1,078 1 Elect Directors For Split Mgmt 1.1 Elect Director S. William Antle III --- For We recommend a vote FOR the directors with the exception of independent outsider John D. Johns. We recommend that shareholders WITHHOLD votes from John D. Johns for sitting on more than three boards. 1.2 Elect Director Robert J. Clanin --- For 1.3 Elect Director John Johns --- Withhold 1.4 Elect Director Eileen Rudden --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 11.11 percent is within the allowable cap for this company of 12.48 percent. Additionally, this plan expressly forbids repricing. 04/27/06 - AJohnson & Johnson *JNJ* 478160104 02/28/06 16,717 1 Elect Directors For For Mgmt 2 Amend Articles to Remove Antitakeover Provision For For Mgmt ISS supports any reduction of a company's voting requirements. We believe that the proposed amendment is in shareholders' best interest as it represents an improvement in the company's corporate governance structure. 3 Ratify Auditors For For Mgmt 4 Disclose Charitable Contributions Against Against ShrHoldr In this case, we note that the company discloses a significant amount of the information requested by the proponent on the corporate website. Therefore, considering the existing level of disclosure, ISS does not believe that the additional disclosure requested by the proponents will provide meaningful benefit to shareholders commensurate with the administrative cost and burden of producing the reports. 5 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, in a case where a company has in place certain unfavorable governance provisions, as indicated above, we do not believe the resignation policy is a sufficient alternative to the proposed majority voting standard. The company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. Further, with regard to management's concern that the proposal does not consider potential board vacancies, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 04/27/06 - AJournal Communications, Inc. *JRN* 481130102 02/27/06 625 1 Elect Directors For For Mgmt 2 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt This proposal eliminates the timeframe for the sale or conversion transactions that are currently available, and does not impair shareholders . 05/03/06 - AJournal Register Co. *JRC* 481138105 03/10/06 546 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 02/23/06 - AJoy Global, Inc. *JOYG* 481165108 01/06/06 1,524 1 Elect Directors For Split Mgmt 1.1 Elect Director Steven L. Gerard --- Withhold We recommend a vote FOR the directors with the exception of independent outsider Steven L. Gerard. We recommend that shareholders WITHHOLD votes from Steven L. Gerard for sitting on more than three boards. 1.2 Elect Director John Nils Hanson --- For 1.3 Elect Director Ken C. Johnsen --- For 1.4 Elect Director James R. Klauser --- For 1.5 Elect Director Richard B. Loynd --- For 1.6 Elect Director P. Eric Siegert --- For 1.7 Elect Director James H. Tate --- For 05/16/06 - AJPMorgan Chase & Co. *JPM* 46625H100 03/17/06 13,318 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Put Repricing of Stock Options to Shareholder Vote Against Against ShrHoldr ISS believes that taking away the company's ability to grant stock options is an arbitrary and excessively restrictive proposal that could potentially prohibit the company from compensating employees based upon their individual and company-wide performance. Being unable to issue stock options could hinder the company's ability to attract and retain competent executive officers. Moreover, under the company's corporate governance guidelines and existing equity plans, the company is prohibited from repricing options without shareholder proposal. As such, ISS does not feel that shareholder support of this proposal is warranted. 4 Performance-Based Equity Awards Against For ShrHoldr In this case, ISS does not believe the proposal is overly restrictive, nor does it appear that a substantial portion of the company's equity awards are truly performance-based with some inherent risk of forfeiture. Therefore, we recommend a vote FOR this proposal. 5 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 6 Remove Reference to Sexual Orientation from EEO Against Against ShrHoldr Statement Therefore, considering potential benefits that may be associated with JP Morgan' existing policy, and the absence of information suggesting that there are significant costs or negative impacts associated with including reference to sexual orientation in the EEO statement, we do not believe shareholder support for this resolution is warranted. 7 Amend Articles/Bylaws/Charter -- Call Special Meetings Against For ShrHoldr The proposal seeks to provide shareholders with the right to call special meetings which we believe is in the best interests of shareholders. We note that the proposal limits the right to call a special meeting to an aggregate of at least 25 percent of the outstanding shares. 8 Report on Lobbying Activities Against For ShrHoldr ISS questions some aspects of this resolution, specifically the value of attempting to prioritize initiatives by quantifying the potential impact on shareholder value that each issue may have. However we do believe that shareholders should have some disclosure into the company's public policy initiatives including the overarching business rationale for such activities. Furthermore, while the proponent places particular emphasis on environmental policies and litigation reform in his supporting statements we note that the resolution is requesting broader disclosure on the company's public policy activities. We believe that such information could be collected without unnecessary cost or burden to the company and may be beneficial to shareholders by providing increased insight into the company's public policy activity. As such, we recommend that shareholders vote FOR this resolution. 9 Report on Political Contributions Against For ShrHoldr In the case of JP Morgan, ISS notes that the company briefly discusses the right of employees to be involved in the political process as private citizens in its code of conduct. While JP Morgan's Code of Conduct does discuss the company's oversight and approval process related to corporate contributions, this disclosure does not address the company's overarching business rationale for such contributions or the administration of JP Morgan's PACs. We believe that such information could be disclosed in a manner that would inform shareholders of the company's approach to public policy without unnecessarily disclosing its strategic initiatives. Therefore, while ISS believes that some aspects of this resolution may be overly restrictive or burdensome, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote FOR this resolution. 10 Approve Terms of Existing Poison Pill Against Against ShrHoldr In the case of JPMorgan Chase, we note that a formal policy regarding the adoption of a pill has been established in response to shareholder concerns. We believe that the 12-month period is a reasonable time period to seek shareholder approval and the request of reducing it to four-month appears to be unreasonable. ISS believes that the company has taken a step towards better corporate governance by adopting this policy. Therefore, ISS does not support this proposal. 11 Provide for Cumulative Voting Against For ShrHoldr In this case, the company fails to meet all of the aforementioned corporate governance criteria, specifically it does not provide shareholder right to call special meetings or act by written consent. Accordingly, the proposal warrants shareholder support. 12 Claw-back of Payments under Restatements Against Against ShrHoldr Because the board has adopted a policy which clearly communicates its intent that, in the event of unacceptable reasons for restatements, it would seek to recover the bonus paid out to the responsible executive, we feel the board has addressed the issues raised by this proposal. 13 Require Director Nominee Qualifications Against Against ShrHoldr Given that the company already has acceptable governance standards in place with respect to director qualifications and fully independent key board committees, adopting a policy as suggested by the proponent appears unwarranted and would not add additional value to shareholders at this time. 05/16/06 - AJPMorgan Chase & Co. *JPM* 46625HRKH 03/17/06 74 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Put Repricing of Stock Options to Shareholder Vote Against Against ShrHoldr ISS believes that taking away the company's ability to grant stock options is an arbitrary and excessively restrictive proposal that could potentially prohibit the company from compensating employees based upon their individual and company-wide performance. Being unable to issue stock options could hinder the company's ability to attract and retain competent executive officers. Moreover, under the company's corporate governance guidelines and existing equity plans, the company is prohibited from repricing options without shareholder proposal. As such, ISS does not feel that shareholder support of this proposal is warranted. 4 Performance-Based Equity Awards Against For ShrHoldr In this case, ISS does not believe the proposal is overly restrictive, nor does it appear that a substantial portion of the company's equity awards are truly performance-based with some inherent risk of forfeiture. Therefore, we recommend a vote FOR this proposal. 5 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 6 Remove Reference to Sexual Orientation from EEO Against Against ShrHoldr Statement Therefore, considering potential benefits that may be associated with JP Morgan' existing policy, and the absence of information suggesting that there are significant costs or negative impacts associated with including reference to sexual orientation in the EEO statement, we do not believe shareholder support for this resolution is warranted. 7 Amend Articles/Bylaws/Charter -- Call Special Meetings Against For ShrHoldr The proposal seeks to provide shareholders with the right to call special meetings which we believe is in the best interests of shareholders. We note that the proposal limits the right to call a special meeting to an aggregate of at least 25 percent of the outstanding shares. 8 Report on Lobbying Activities Against For ShrHoldr ISS questions some aspects of this resolution, specifically the value of attempting to prioritize initiatives by quantifying the potential impact on shareholder value that each issue may have. However we do believe that shareholders should have some disclosure into the company's public policy initiatives including the overarching business rationale for such activities. Furthermore, while the proponent places particular emphasis on environmental policies and litigation reform in his supporting statements we note that the resolution is requesting broader disclosure on the company's public policy activities. We believe that such information could be collected without unnecessary cost or burden to the company and may be beneficial to shareholders by providing increased insight into the company's public policy activity. As such, we recommend that shareholders vote FOR this resolution. 9 Report on Political Contributions Against For ShrHoldr In the case of JP Morgan, ISS notes that the company briefly discusses the right of employees to be involved in the political process as private citizens in its code of conduct. While JP Morgan's Code of Conduct does discuss the company's oversight and approval process related to corporate contributions, this disclosure does not address the company's overarching business rationale for such contributions or the administration of JP Morgan's PACs. We believe that such information could be disclosed in a manner that would inform shareholders of the company's approach to public policy without unnecessarily disclosing its strategic initiatives. Therefore, while ISS believes that some aspects of this resolution may be overly restrictive or burdensome, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote FOR this resolution. 10 Approve Terms of Existing Poison Pill Against Against ShrHoldr In the case of JPMorgan Chase, we note that a formal policy regarding the adoption of a pill has been established in response to shareholder concerns. We believe that the 12-month period is a reasonable time period to seek shareholder approval and the request of reducing it to four-month appears to be unreasonable. ISS believes that the company has taken a step towards better corporate governance by adopting this policy. Therefore, ISS does not support this proposal. 11 Provide for Cumulative Voting Against For ShrHoldr In this case, the company fails to meet all of the aforementioned corporate governance criteria, specifically it does not provide shareholder right to call special meetings or act by written consent. Accordingly, the proposal warrants shareholder support. 12 Claw-back of Payments under Restatements Against Against ShrHoldr Because the board has adopted a policy which clearly communicates its intent that, in the event of unacceptable reasons for restatements, it would seek to recover the bonus paid out to the responsible executive, we feel the board has addressed the issues raised by this proposal. 13 Require Director Nominee Qualifications Against Against ShrHoldr Given that the company already has acceptable governance standards in place with respect to director qualifications and fully independent key board committees, adopting a policy as suggested by the proponent appears unwarranted and would not add additional value to shareholders at this time. 04/21/06 - AKellogg Co. *K* 487836108 03/01/06 5,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Sustainability Report Against Against ShrHoldr Conclusion ISS recognizes that Kellogg's disclosure on its website does not fully meet the criteria established by the proponents in this resolution. Specifically, the company's metrics are not based on GRI guidelines and it does not provide a distinct definition for sustainability. That said, the company does address many of the key issues seen in a typical EHS or sustainability report on the segment of its website dedicated to Social Responsibility and in Kellogg's Global Code of Ethics. Through these two sources, Kellogg discusses its policies and initiatives related to diversity, workplace health and safety, community involvement, and the environment. Additionally, the company provides some broad disclosure on its processes to measure performance and compliance. As such, ISS would encourage the company to increase its level of transparency related to social and environmental performance and consider the potential benefits of structuring its reporting along established guidelines such as GRI. However, we believe that its existing disclosure generally informs shareholders of Kellogg's policies and serves as a commitment to sustainable development of the company's operations. Therefore, we do not recommend shareholder support for this resolution. 05/11/06 - AKeyCorp *KEY* 493267108 03/14/06 7,585 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/06 - AKeyCorp *KEY* 493267RKH 03/14/06 74 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/06 - AKimberly-Clark Corp. *KMB* 494368103 02/27/06 2,870 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 4 Adopt ILO Standards Against Against ShrHoldr Conclusion In this case, Kimberly-Clark provides substantial information on the company website regarding environmental sustainability, community involvement, and equal employment opportunity. The company's sustainability report also addresses workplace labor rights issues including child labor, prison labor, indentured labor, freedom of association, the right to bargain collectively, and freedom from discrimination. In addition to these key ILO conventions, the company also discusses information on fair wages and compensation. Beyond these labor rights issues, Kimberly-Clark's website and other public documents discuss vendor compliance and methods for reporting violations in the company's code of conduct. ISS notes that Kimberly-Clark's sustainability report substantially addresses each of the key ILO conventions set forth by the proponent. Moreover, the company does not appear to be the subject of any recent, significant litigation related to its workplace labor rights policies. As such, we do not believe that shareholder support for this resolution is warranted. 5 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS notes that the proposal is not intended to limit the judgment of the board. The board would retain the discretion to address the status of incumbent directors who failed to receive a majority vote under a majority vote standard, and whether a plurality vote standard would be more appropriate in director elections when the number of director nominees exceeds the available board seats. 6 Report on Feasibility of Phasing Out the Use of Against Against ShrHoldr Non-certified Wood Fiber Conclusion In this case, ISS notes that the proponent is requesting a feasibility study rather than a commitment to use only FSC certified fibers within a ten-year period; however, we question the benefit that shareholders may derive from this additional disclosure. The company has made its policies regarding certification readily available on Kimberly-Clark's corporate website and has provided information in its public filings, website, and sustainability report discussing the company's rationale behind for the adoption of these policies. ISS believes that this disclosure provides Kimberly-Clark's shareholders with sufficient information to understand the company's policies and evaluate the potential for associated risk to their investment. Therefore, ISS does not believe shareholder support for the resolution is warranted at this time. 05/18/06 - AKimco Realty Corp. *KIM* 49446R109 03/24/06 1,090 1 Elect Directors For Split Mgmt 1.1 Elect Director Martin S. Kimmel --- For We recommend a vote FOR the directors with the exception of insiders Milton Cooper, Michael J. Flynn, and David B. Henry, and affiliated outsiders Richard G. Dooley and Frank Lourenso. We recommend that shareholders WITHHOLD votes from Richard G. Dooley for standing as an affiliated outsider on the Audit, Compensation and Nominating committees and for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Frank Lourenso for standing as an affiliated outsider on the Compensation and Nominating committees and for failure to establish a majority independent board. Lastly, we recommend that shareholders WITHHOLD votes from Milton Cooper, Michael J. Flynn and David B. Henry for failure to establish a majority independent board. 1.2 Elect Director Milton Cooper --- Withhold 1.3 Elect Director Richard G. Dooley --- Withhold 1.4 Elect Director Michael J. Flynn --- Withhold 1.5 Elect Director Joe Grills --- For 1.6 Elect Director David B. Henry --- Withhold 1.7 Elect Director F. Patrick Hughes --- For 1.8 Elect Director Frank Lourenso --- Withhold 1.9 Elect Director Richard Saltzman --- For 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 3.41 percent is within the allowable cap for this company of 5.00 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 4 Company-Specific -- Require Annual Disclosure of Against For ShrHoldr Related Party Transactions between the Company and its Senior Executive Officers or the Company and its Directors ISS supports the principle of the proposal. According to ISS' board policy, ISS considers directors who have material transactions with the company as affiliated outsiders. There is a large body of research that shows that interlocking directorships have a positive effect on company performance. The value added by interlocks appears to come from coordination of business activities, reduced transaction costs, and improved access to vital resources and information. However, if an interlocking directorship exposes a company to antitrust liability, or if there is clear evidence of self-dealing, shareholders should be concerned. In this case, the board is not majority independent by ISS standards and two affiliated outside directors sit on key committees. Therefore, ISS believes this proposal warrants shareholder support. 05/25/06 - AKing Pharmaceuticals Inc. *KG* 495582108 03/31/06 4,380 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt The requested increase of 300,000,000 shares is below the allowable threshold of 405,000,000 shares. 3 Ratify Auditors For For Mgmt 4 Declassify the Board of Directors Against For ShrHoldr 05/03/06 - AKKR Financial Corp. *KFN* 482476306 03/27/06 1,923 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 03/24/06 - AKookmin Bank 50049M109 12/29/05 1,031 Meeting for Holders of ADRs 1 APPROVAL OF NON-CONSOLIDATED FINANCIAL STATEMENTS For For Mgmt (BALANCE SHEET, INCOME STATEMENTS, AND STATEMENTS OF APPROPRIATION OF RETAINED EARNINGS) FOR THE FISCAL YEAR 2005. 2 AMENDMENT OF THE ARTICLES OF INCORPORATION For For Mgmt 3 APPOINTMENT OF DIRECTORS For For Mgmt 4 APPOINTMENT OF CANDIDATES FOR THE MEMBERS OF THE AUDIT For For Mgmt COMMITTEE, WHO ARE NON-EXECUTIVE DIRECTORS 5 APPROVAL OF PREVIOUSLY GRANTED STOCK OPTIONS For For Mgmt 6 GRANT OF STOCK OPTIONS For For Mgmt 09/13/05 - AKorn Ferry International *KFY* 500643200 07/19/05 2,105 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/25/06 - AL-3 Communications Holdings, Inc. *LLL* 502424104 03/17/06 420 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 05/17/06 - ALabor Ready, Inc. *LRW* 505401208 03/29/06 2,654 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 10/26/05 - ALeCroy Corp. *LCRY* 52324W109 09/01/05 509 1 Elect Directors For For Mgmt 2 Amend Non-Employee Director Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 13.27 percent is within the allowable cap for this company of 19.39 percent. 3 Amend Omnibus Stock Plan For For Mgmt VI. Vote Recommendation The total cost of the company's plans of 16.2 percent is within the allowable cap for this company of 19.39 percent. 4 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 5 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 04/05/06 - ALehman Brothers Holdings Inc. *LEH* 524908100 02/10/06 3,438 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt The requested increase of 600,000,000 shares is below the allowable threshold of 750,000,000 shares. 4 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 04/26/06 - ALexicon Genetics, Inc. *LEXG* 528872104 03/07/06 3,475 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/02/06 - ALIN TV Corp. *TVL* 532774106 03/27/06 1,109 1 Elect Directors For For Mgmt 2 Amend Non-Employee Director Omnibus Stock Plan For For Mgmt We believe that the first amendment is administrative in nature and serves to correct a drafting error in the company's 2005 proxy statement. ISS does not object to this amendment. The amendments to: (1) reduce the number of shares covered by the initial grants to non-employee directors and (2) remove the additional cash payment for services as a director would reduce non-employee directors' compensation. As such, ISS does not object to these amendments. 3 Ratify Auditors For For Mgmt 03/20/06 - SLincoln National Corp. *LNC* 534187109 02/03/06 2,720 1 Issue Shares in Connection with an Acquisition For For Mgmt Since Lincoln National's stock price has appreciated from $50.73 per share on Oct. 7, 2005, the last trading day prior to announcement, to $55.64 per share as of March 3, 2006, the consideration that Jefferson Pilot shareholders will receive as a result of the consummation of the merger has also increased. Management and the board of directors viewed the following factors as deciding before approving the merger agreement: 1. The LNC board of directors believes that the merger is expected to result in a company that will be one of the leading financial services companies in the nation with significant scale and reach in the life insurance, annuity and employer sponsored markets; 2. The merger is expected to create more robust top-line growth as the resulting company will have a broader product portfolio and greater distribution penetration; 3. The merger will result in a company that, because of increased size and economies of scale, will have greater capital flexibility, a greater ability to respond to competitive pressures and an enhanced ability to compete profitably; and 4. Management's assessment that the proposed merger was likely to meet certain criteria they deemed necessary for a successful merger, such as that Jefferson-Pilot is a strategic fit with LNC and that the merger and the related transactions represent acceptable execution risk and the potential for financial benefits to LNC and LNC shareholders. Based on our review of the terms of the transaction and the factors described above, in particular the positive market reaction from the initial announcement to date, we believe that the share issuance warrants shareholder support. 2 Adjourn Meeting For For Mgmt 06/09/06 - ALincoln National Corp. *LNC* 534187109 04/18/06 4,010 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 11/02/05 - ALinear Technology Corp. *LLTC* 535678106 09/06/05 2,365 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert H. Swanson, Jr. --- For We recommend a vote FOR the directors with the exception of independent outsider David S. Lee. We recommend that shareholders WITHHOLD votes from David S. Lee for sitting on more than three boards. 1.2 Elect Director David S. Lee --- Withhold 1.3 Elect Director Lothar Maier --- For 1.4 Elect Director Leo T. McCarthy --- For 1.5 Elect Director Richard M. Moley --- For 1.6 Elect Director Thomas S. Volpe --- For 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.13 percent is within the allowable cap for this company of 12.53 percent. Additionally, this plan expressly forbids repricing. 3 Approve Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 4 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Ratify Auditors For For Mgmt 04/27/06 - ALockheed Martin Corp. *LMT* 539830109 03/01/06 3,770 1 Elect Directors For Split Mgmt 1.1 Elect Director E.C. Aldridge, Jr. --- For We recommend a vote FOR the directors with the exception of Nolan D. Archibald, from whom we recommend shareholders WITHHOLD votes for sitting on more than three boards while serving as a CEO. 1.2 Elect Director Nolan D. Archibald --- Withhold 1.3 Elect Director Marcus C. Bennett --- For 1.4 Elect Director James O. Ellis, Jr. --- For 1.5 Elect Director Gwendolyn S. King --- For 1.6 Elect Director James M. Loy --- For 1.7 Elect Director Douglas H. McCorkindale --- For 1.8 Elect Director Eugene F. Murphy --- For 1.9 Elect Director Joseph W. Ralston --- For 1.10 Elect Director Frank Savage --- For 1.11 Elect Director James M. Schneider --- For 1.12 Elect Director Anne Stevens --- For 1.13 Elect Director Robert J. Stevens --- For 1.14 Elect Director James R. Ukropina --- For 1.15 Elect Director Douglas C. Yearley --- For 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt The elimination of preferred stock is in shareholders' best interests because the rights and claims of preferred stockholders are often different and preferential to those of common shareholders. Further, ISS maintains that a simple majority of voting shares should be sufficient to effect changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking amendments that are in shareholders' best interests. ISS commends the company for proposing the elimination of the two supermajority vote requirements listed above. 5 Increase Disclosure of Executive Compensation Against Against ShrHoldr ISS believes that the proponent's argument for additional disclosure is not compelling and the benefits of such disclosures are unclear. In addition, the additional disclosures are not required by the SEC and could provide competitors with sensitive compensation information that could place the company at a potential disadvantage regarding hiring and retaining executive talent. 6 Adopt Simple Majority Vote Requirement Against For ShrHoldr As noted above, ISS maintains that a simple majority of voting shares should be sufficient to effect any changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking amendments that are in shareholders' best interests. While ISS commends the company for proposing the elimination of two supermajority vote requirements in Item 4 above, we note that Section 6 of the charter would still provide that an 80-percent vote be required to amend or repeal the Article XIII of the charter. ISS believes that all such supermajority voting provisions should be removed from the charter, as called for in this shareholder proposal. 7 Report Equal Employment Opportunity Information Against For ShrHoldr In this case, the proponents are asking the company to disclose information about the company's equal employment policies and programs, the minority composition of the workforce, policies aimed at increasing women and minority managers, and policies regarding supporting minority owned businesses and suppliers. ISS notes that Lockheed Martin has been involved in some controversy related to its failure to act on racial discrimination at one of its facilities; however, it does not appear to be the subject of recent, fines or litigation related to discrimination. The company discloses a significant amount of general information regarding its diversity initiatives on its website; however, this information does not include data on workforce diversity. Based on the information already provided by the company, this additional level of disclosure should not be overly costly or burdensome to the company, and may help showcase the value to shareholders of existing diversity initiatives at the company. As diversity issues can affect the company's bottom line and reputation, we believe that full disclosure of the type requested by this proposal could be of value to shareholders. Therefore, we recommend shareholder support for this resolution. 8 Report on Depleted Uranium Weapons Components Against Against ShrHoldr In this case, Lockheed Martin is does not appear to provide significant detailed information about its policies and procedures related to DU and nuclear components. However, the company does provide substantial information to address its environmental, health, and safety (EHS) policies on the corporate website. This information includes discussion on the company's goals and performance as well as management systems established to address EHS issues. Moreover, the company does not appear to be the subject of any recent, significant litigation or fines related to it management of DU or nuclear materials. Therefore, ISS does not believe that the potential cost and burden of providing this report will produce commensurate benefits to shareholders. As such, we do not recommend support for this resolution. 05/10/06 - ALodgenet Entertainment Corp. *LNET* 540211109 03/24/06 1,566 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.55 percent is within the allowable cap for this company of 20.32 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 05/08/06 - ALoews Corp. 540424207 03/10/06 680 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against Against ShrHoldr Conclusion In this case, the company meets all of the aforementioned corporate governance and performance criteria. Loews has an annually-elected board, an independent nominating committee, confidential voting, provides shareholder with the right to call special meetings and act by written consent. The board does not have the sole discretion to change the board size, nor did any of its members receive withhold votes exceeding the minimum voting threshold described above. Further, the company delivered one-year and three-year total returns above its GICS peer group and the S&P Index 500 (See Performance Summary table above). We note that the company has a tracking stock for Carolina Group. While the company's common stock and Carolina Group tracking stock are classified as a dual-class capital structure for CGQ purposes, the tracking stock does not apply to our policy for cumulative voting proposals. Accordingly, this item does not warrant shareholder support. 4 Prohibit Smoking in Public Facilities Against Against ShrHoldr Conclusion Generally speaking, ISS believes that public agencies are the appropriate forum for discussion on tax policies or regulations regarding public smoking. Furthermore, ISS is concerned that taking active positions to support certain issues related to smoking may have a negative impact on the company's business, and questions the short-term and long-term impact on shareholder value that may result from compliance with this proposal. As such, we do not recommend shareholder support for the resolution. 05/25/06 - ALowe's Companies, Inc. *LOW* 548661107 03/31/06 3,510 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 2.68 percent is within the allowable cap for this company of 7.72 percent. Additionally, this plan expressly forbids repricing. 4 Ratify Auditors For For Mgmt 5 Company Specific--RELATING TO THE BOARD OF DIRECTORS For For Mgmt Conclusion ISS is opposed to elements of this proposal, namely 5(a) and 5(c). However, ISS considers 5(b) to be an important and fundamental change towards good governance and director accountability. Given the bundled nature of this proposal, we recommend a vote FOR this agenda. 6 Report on Wood Procurement Policy Against Against ShrHoldr Based on the company's publicly disclosed wood policy, combined with the annually updated status report on the implementation of this policy, ISS does not believe that the requested information would provide enough meaningful information to shareholders to warrant additional reporting. Therefore, we do not recommend shareholder support for this resolution. 05/04/06 - ALyondell Chemical Co. *LYO* 552078107 03/09/06 1,870 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/06 - AM/I Homes Inc. *MHO* 55305B101 02/28/06 562 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director Omnibus Stock Plan For Against Mgmt V. Vote RecommendationWe commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 31.57 percent is above the allowable cap for this company of 12.67 percent. For a company where the total cost of its plans exceeds its allowable cap and a director equity plan proposal has been submitted for shareholder approval, ISS will review the qualitative features of director compensation. In order for ISS to vote FOR the proposal, a company must demonstrate that it meets ALL of the following requirements concerning director compensation: (1) director stock ownership guidelines of a minimum of three times the annual cash retainer; (2) a minimum vesting of three years for stock options or restricted stock; (3) a balanced mix of cash and equity (i.e. 50% cash/50% equity); (4) no retirement/benefits and perquisites; and (5) detailed disclosure on cash and equity compensation paid to each non-employee director for the most recent fiscal year in a table. In this case, under the 2006 plan, restricted stock awards will fully vest following the third anniversary of the date of grant, but the plan does not disclose any vesting requirements for stock options. There is also no disclosure of stock ownership guidelines for non-employee directors. Lastly, the company does not provide a detailed disclosure of director compensation in tabular form in its most recent proxy statement. As such, the company has not met all of the requirements listed above in order to receive a FOR vote recommendation on this proposal. 3 Ratify Auditors For For Mgmt 07/18/05 - AMacromedia, Inc. 556100105 06/09/05 2,000 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 12.05 percent is within the allowable cap for this company of 20.04 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 08/24/05 - SMacromedia, Inc. 556100105 07/19/05 2,000 1 Approve Merger Agreement For For Mgmt Based on our review of the terms of the transaction and the factors described above, we believe that the merger agreement warrants shareholder support. 2 Adjourn Meeting For For Mgmt Given the narrow scope of this proposal, and our support for this transaction, we recommend that shareholders support this proposal. 04/26/06 - AMarathon Oil Corp *MRO* 565849106 02/27/06 3,560 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 4 Eliminate Class of Preferred Stock For For Mgmt Since the Series A junior preferred stock is no longer outstanding and the rights plan in connection with which it was designated expired, we believe that the elimination of Series A junior preferred stock warrants support. We have no objection to the other proposed adminstrative changes. 5 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. In this case, the company has in place unfavorable governance provisions. Further, we note that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 6 Adopt Simple Majority Vote Requirement Against For ShrHoldr ISS Analysis and Conclusion ISS maintains that a simple majority of voting shares should be sufficient to effect changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking amendments that are in shareholders' best interests. As such, we believe that this proposal warrants shareholder support. 04/28/06 - AMarriott International Inc. *MAR* 571903202 03/07/06 1,570 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt The ability to elect directors is the single most important use of the shareholder franchise. ISS believes that all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 4 Require a Majority Vote for the Election of Directors For For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS notes that the proposal is not intended to limit the judgment of the board. The board would retain the discretion to address the status of incumbent directors who failed to receive a majority vote under a majority vote standard, and whether a plurality vote standard would be more appropriate in director elections when the number of director nominees exceeds the available board seats. 04/25/06 - AMarshall & Ilsley Corp. *MI* 571834RKH 03/01/06 400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.92 percent is within the allowable cap for this company of 7.25 percent. Additionally, this plan expressly forbids repricing. 4 Declassify the Board of Directors Against For ShrHoldr 05/23/06 - AMartin Marietta Materials, Inc. *MLM* 573284106 03/17/06 1,955 1 Elect Directors For Split Mgmt 1.1 Elect Director David G. Maffucci --- For We recommend a vote FOR the directors with the exception of affiliated outsider Richard A. Vinroot. We recommend that shareholders WITHHOLD votes from Richard A. Vinroot for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director William E. McDonald --- For 1.3 Elect Director Frank H. Menaker, Jr. --- For 1.4 Elect Director Richard A. Vinroot --- Withhold 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.69 percent is within the allowable cap for this company of 7.88 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 06/28/06 - AMatsushita Electric Industrial Co. Ltd. 576879209 03/30/06 5,700 *6752* Meeting for Holders of ADRs 1 TO APPROVE THE PROPOSED ALLOCATION OF PROFIT WITH For For Mgmt RESPECT TO THE 99TH FISCAL PERIOD 2 TO MAKE PARTIAL AMENDMENTS TO THE COMPANY S ARTICLES OF For Against Mgmt INCORPORATION Because allowing the company to determine income allocation at the board's discretion is not in shareholders' interest, we recommend that shareholders oppose the whole resolution. 3 Elect Directors For For Mgmt 4 TO ELECT 1 CORPORATE AUDITOR For For Mgmt 5 TO APPROVE THE PAYMENT OF RETIREMENT ALLOWANCES TO For Against Mgmt RETIRING DIRECTORS FOR THEIR MERITORIOUS SERVICE AND FINAL ALLOWANCES RELATED TO THE TERMINATION OF THE COMPANY S BENEFIT SYSTEM FOR RETIRING DIRECTORS AND CORPORATE AUDITORS As we believe the payment of such bonuses to non-executives, at the discretion of the insiders, is a highly inappropriate practice anywhere, we see no alternative but to recommend opposing the whole item. 05/11/06 - AMattel, Inc. *MAT* 577081102 03/16/06 7,760 1 Elect Directors For Split Mgmt 1.1 Elect Director Eugene P. Beard --- For We recommend a vote FOR the directors with the exception of independent outsider Ronald L. Sargent. We recommend that shareholders WITHHOLD votes from Ronald L. Sargent for sitting on more than three boards. 1.2 Elect Director Michael J. Dolan --- For 1.3 Elect Director Robert A. Eckert --- For 1.4 Elect Director Tully M. Friedman --- For 1.5 Elect Director Dominic Ng --- For 1.6 Elect Director Andrea L. Rich --- For 1.7 Elect Director Ronald L. Sargent --- Withhold 1.8 Elect Director Christopher A. Sinclair --- For 1.9 Elect Director G. Craig Sullivan --- For 1.10 Elect Director John L. Vogelstein --- For 1.11 Elect Director Kathy Brittain White --- For 2 Ratify Auditors For For Mgmt 3 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 4 Report Progress on Improving Work and Living Conditions Against Against ShrHoldr We believe that, despite shortcomings in certain areas, Mattel's GMP program, the associated public disclosure, and remediation as needed represents a positive approach toward proactively addressing issues related to workplace labor rights. Further, it would appear that the company has taken steps to effectively address the specific issues brought forth by this resolution. Therefore, we believe that the additional reporting requested by this resolution is unnecessary, and may be contrary to the company's existing approach of forthright disclosure and timely remediation. 5 Performance-Based Against For ShrHoldr As in the case with short-term compensation, the company discloses specific performance criteria, net operating profit after taxes less a capital charge, but fails to disclose specific hurdles rates and the associated target payouts. Performance is not benchmarked against a peer group of companies, and it is not clear whether there is a minimum level of performance that would result in no payouts being made under the plan. Shareholders are unable to assess the rigor of the performance goal without the disclosure of the hurdle rate. Further, ISS notes that the annual bonus program and the 2003 Long-Term Incentive Plan utilize net operating profit minus a charge for operating capital as an underlying financial measure for setting performance goals. Having the same performance criteria can result in a double payout for the executives. The underlying goals and motivation for a short-term incentive program should be substantially different from a long-term incentive program. As for the long-term compensation, ISS does not consider time-vested restricted stock and standard stock options to be performance-based compensation. A rise in the stock market can provide automatic gains without the executives exhibiting any demonstrated effort. The current equity awards are not performance contingent awards according to ISS' policies. Mattel is in the consumer durables and apparel business, which is a stable and mature industry. ISS believes that the proponent's pay-for-superior-performance standard can be implemented by the company given its line of business. The company's annual and long-term incentive programs do not sufficiently meet the proponent's requirements. Therefore, ISS supports this shareholder proposal. 11/10/05 - AMaxim Integrated Products, Inc. *MXIM* 57772K101 09/28/05 3,611 1 Elect Directors For Split Mgmt 1.1 Elect Director James R. Bergman --- Withhold We recommend a vote FOR the directors with the exception of insider John F. Gifford and affiliated outsider James R. Bergman. We recommend that shareholders WITHHOLD votes from James R. Bergman for standing as an affiliated outsider on the Audit Committee and for failure to establish an independent nominating committee. We also recommend that shareholders WITHHOLD votes from John F. Gifford for failure to establish an independent nominating committee. 1.2 Elect Director Michael J. Byrd --- For 1.3 Elect Director Peter de Roeth --- For 1.4 Elect Director John F. Gifford --- Withhold 1.5 Elect Director B. Kipling Hagopian --- For 1.6 Elect Director A.R. Frank Wazzan --- For 2 Amend Omnibus Stock Plan For Against Mgmt V. Vote RecommendationThe total cost of the company's plan of 14.94 percent is above the allowable cap for this company of 12.51 percent. 3 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 4 Ratify Auditors For For Mgmt 05/25/06 - AMcDonald's Corp. *MCD* 580135101 03/27/06 12,553 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Submit Severance Agreement (Change in Control) to Against For ShrHoldr shareholder Vote In this case, we believe that the cap suggested by the proponent of 2.99 times base salary and cash bonus is widely considered as the standard threshold level of severance payments for senior executives that should be subject to a shareholder vote. Additionally, since the proponent's proposal does not require that shareholder approval be obtained prior to the drafting of severance agreements, we do not believe that adoption of this proposal would unduly hinder the company's ability to negotiate such agreements with potential executives. ISS believes that shareholders should have a voice in lucrative severance payments and prevent the excessive "pay for failure" packages that have been witnessed at some companies. 4 Identify Food Products Manufactured or Sold that Against Against ShrHoldr Contain Genetically Engineered Ingredients In this case, the proponent is seeking the labeling of products, not an outright phase-out. ISS reviews proposals to label GE products on a case-by-case basis. While we generally support proposals that seek to provide shareholders with greater disclosure regarding the risks associated with their investment, we believe that the practice of labeling every product that may contain genetically modified ingredients would be a formidable task. Given the widespread existence of these products, we question whether such an initiative can be successfully and economically implemented. Conversely, a broad approach of labeling all products as "potentially containing GE ingredients" would be of limited use to consumers and shareholders. Finally, McDonalds does provide some brief discussion on GMOs on its corporate website to discuss the issue and the company's policy approach to the use of GE ingredients in its products. Therefore, based on concerns with the associated costs and feasibility of effectively implementing this resolution ISS does not believe that shareholder support is warranted. 04/25/06 - AMDU Resources Group, Inc. *MDU* 552690109 02/27/06 920 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For Against Mgmt V. Vote Recommendation The total cost of the company's plans of 5.74 percent is above the allowable cap for this company of 5.0 percent. 08/25/05 - AMedtronic, Inc. *MDT* 585055106 07/01/05 2,922 1 Elect Directors For Split Mgmt 1.1 Elect Director Shirley Ann Jackson, Ph.D. --- For We recommend a vote FOR the directors with the exception of Jack W. Schuler, from whom we recommend shareholders WITHHOLD votes for standing as an affiliated outsider on the Audit, Compensation and Nominating committees. 1.2 Elect Director Denise M. O'Leary --- For 1.3 Elect Director Jean-Pierre Rosso --- For 1.4 Elect Director Jack W. Schuler --- Withhold 2 Ratify Auditors For For Mgmt 3 Approve Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 4 Amend Non-Employee Director Stock Option Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plan of 5.68 percent is within the allowable cap for this company of 6.41 percent. 04/18/06 - AMellon Financial Corp. *MEL* 58551ARKH 02/10/06 74 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director Restricted Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.94 percent is within the allowable cap for this company of 12.36 percent. Additionally, this plan expressly forbids repricing. 3 Amend Vote Requirements to Amend Articles/Bylaws/Charter Against For ShrHoldr ISS commends the company for making the commitment to declassify the board at next year's annual meeting. However, we maintain that simple majority of voting shares should be sufficient to effect major transactions and changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking initiatives that are in shareholders' best interests. ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 4 Ratify Auditors For For Mgmt 04/25/06 - AMerck & Co., Inc. *MRK* 589331107 02/24/06 10,515 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.32 percent is within the allowable cap for this company of 9.59 percent. Additionally, this plan expressly forbids repricing. 4 Approve Non-Employee Director Omnibus Stock Plan For For Mgmt VI. Vote Recommendation The total cost of the company's plans of 3.85 percent is within the allowable cap for this company of 9.59 percent. Additionally, this plan expressly forbids repricing. 5 Limit Executive Compensation Against Against ShrHoldr 6 Adopt Simple Majority Vote Against For ShrHoldr We support shareholder proposals seeking to eliminate supermajority vote requirements, as they may serve as entrenchment devices for management and therefore are not in the shareholders' best interest. As such we believe this proposal warrants support. 7 Adopt Animal Welfare Standards Against Against ShrHoldr In this case, both Merck and the contractor in question have publicly available policies addressing issues of animal welfare. While these policies do not address certain issues to the degree requested by the proponent, they do appear to be comparable to policies at other companies in the same industry. Moreover, there does not appear to be any recent, significant fines or litigation on the issue of animal welfare at Merck that are indicative of systematic problems with the company's animal welfare policies, or suggesting that the company lags behind industry peers on this subject. Moreover, there was no information available to confirm that Merck contracts animal testing to Covance, the laboratory cited by PETA for its violations of animal welfare standards. Finally, ISS is concerned with the structure of this resolution. Beyond asking for a feasibility study evaluating the merits of amending the company's existing Policy on the Humane Care and Use of Animals for Medical Research, compliance with resolution also implies that the company must apply this policy to its contract labs, oversee adherence to the policy, and publish an annual report outlining contractor compliance. These additional measures could place a significant burden on the company or complicate the company's contractual agreements with the external laboratories that it retains for certain animal testing programs. Therefore, we do not recommend shareholder support for this resolution. 04/28/06 - AMerrill Lynch & Co., Inc. *MER* 590188108 02/27/06 5,440 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Voting Against For ShrHoldr In this case, the company fails to meet some of the aforementioned corporate governance. Specifically, the board is classified, shareholders may not act by written consent and may not call special meetings. Accordingly, the proposal warrants shareholder support. 4 Compensation- Director Compensation Against Against ShrHoldr The proponent's concern on excessive CEO compensation is valid in the current environment. Executive compensation is a major concern among shareholders. Lucrative CEO compensation packages, stealth compensation in the form of deferred compensation and supplemental executive retirement plans, poor alignment of pay and performance have led to shareholders' dissatisfaction. The mounting concern is evidenced by the growing number of pay related shareholder proposals and the litigation on executive pay practices. However, the proponent has targeted director's compensation and not CEO's compensation. Unlike CEO's pay, director compensation is generally not pay for performance. Instead, directors receive annual retainer fee, plus additional fees for serving on committees and attending board and committee meetings. To align the interests of directors with shareholders, directors also receive automatic grants of stock options and/or stock awards. Abuse in the area of director compensation appears in isolated cases. Retirement packages, such as pension programs for directors are no longer common among companies. ISS believes the proponent's request to annually seek shareholder approval for every future director compensation package is burdensome and offers little value to shareholders. Furthermore, the proposal does not seek to address the real issue - runaway CEO compensation. 5 Review Executive Compensation Against For ShrHoldr In the U.K. where shareholders have the right to cast a non-binding advisory vote on a company's "directors remuneration report", ISS' recent analysis shows that unfavorable votes occur to a small percentage of companies and that shareholders exercise their votes judiciously. ISS believes that the advisory vote would allow shareholders to have a voice in executive compensation practices of a company. The advisory vote would be a confidence vote on the work of the compensation committee. ISS encourages companies to allow shareholders to express their opinions of executive compensation practices by establishing an annual referendum process. ISS believes that such a process will provide companies with useful information concerning shareholders' view on compensation practices and executive pay packages. 09/15/05 - AMethode Electronics, Inc. *METH* 591520200 07/27/05 676 1 Elect Directors For For Mgmt 04/25/06 - AMetLife, Inc *MET* 59156R108 03/01/06 6,820 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/15/06 - AMetrologic Instruments, Inc. *MTLG* 591676101 04/21/06 1,256 1 Elect Directors For Split Mgmt 1.1 Elect Director C. Harry Knowles --- Withhold We recommend a vote FOR the directors with the exception of insider C. Harry Knowles. We recommend that shareholders WITHHOLD votes from C. Harry Knowles for standing as an insider on the Compensation Committee and for failure to establish an independent nominating committee. 1.2 Elect Director Stanton L. Meltzer --- For 2 Ratify Auditors For For Mgmt 05/03/06 - AMettler-Toledo International Inc. *MTD* 592688105 03/06/06 1,091 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert F. Spoerry --- For We recommend a vote FOR the directors with the exception of independent outsider John D. Macomber. We recommend that shareholders WITHHOLD votes from John D. Macomber for poor attendance. 1.2 Elect Director Francis A. Contino --- For 1.3 Elect Director John T. Dickson --- For 1.4 Elect Director Philip H. Geier --- For 1.5 Elect Director John D. Macomber --- Withhold 1.6 Elect Director Hans Ulrich Maerki --- For 1.7 Elect Director George M. Milne, Jr., Ph.D. --- For 1.8 Elect Director Thomas P. Salice --- For 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 02/22/06 - AMicrosemi Corp. *MSCC* 595137100 01/06/06 2,792 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 11/09/05 - AMicrosoft Corp. *MSFT* 594918104 09/09/05 53,435 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/08/06 - AMKS Instruments, Inc. *MKSI* 55306N104 03/02/06 545 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/04/06 - AMorgan Stanley *MS* 617446448 02/03/06 4,225 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 4 Amend Articles/Bylaws/Remove plurality voting for For For Mgmt directors ISS supports adoption of majority vote principle for electing directors. In this case, ISS supports the proposal to remove the provision requiring plurality voting for directors. 5 Amend Articles/Bylaws/Eliminate supermajority voting For For Mgmt requirements ISS supports proposals to eliminate supermajority voting requis. 6 Require a Majority Vote for the Election of Directors Against For ShrHoldr We believe this proposal warrants shareholder support. We recommend a vote FOR the proposal. 7 Amend Vote Requirements to Amend Articles/Bylaws/Charter Against For ShrHoldr ISS supports a simple majority vote requirement. We recommend a vote FOR the proposal. 8 Submit Severance Agreement (Change in Control) to Against For ShrHoldr shareholder Vote We believe this proposal warrants shareholder support. We recommend a vote FOR the proposal. 05/01/06 - AMotorola, Inc. *MOT* 620076109 03/03/06 19,480 1 Elect Directors For Split Mgmt 1.1 Elect Director E. Zander --- For We recommend a vote FOR the directors with the exception of independent outsider H. Laurence Fuller. We recommend that shareholders vote AGAINST H. Laurence Fuller for poor attendance. Given that ADP ballot does not allow for WITHHOLD vote recommendations, ISS is therefore issuing an AGAINST vote recommendation on Mr. Fuller. 1.2 Elect Director H.L. Fuller --- Against 1.3 Elect Director J. Lewent --- For 1.4 Elect Director T. Meredith --- For 1.5 Elect Director N. Negroponte --- For 1.6 Elect Director I. Nooyi --- For 1.7 Elect Director S. Scott, III --- For 1.8 Elect Director R. Sommer --- For 1.9 Elect Director J. Stengel --- For 1.10 Elect Director D. Warner, III --- For 1.11 Elect Director J. White --- For 1.12 Elect Director M. White --- For 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.22 percent is within the allowable cap for this company of 12.09 percent. Additionally, this plan expressly forbids repricing. 3 Submit Shareholder Rights Plan (Poison Pill) to Against For ShrHoldr Shareholder Vote Conclusion In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that ISS recommends. We therefore agree with the proponent that the current pill should be put to a shareholder vote or redeemed and that any new pill be put to a shareholder vote. 08/03/05 - SMykrolis Corp. 62852P103 06/17/05 740 1 Elect Directors For For Mgmt 2 Approve Merger Agreement For For Mgmt Based on our review of the terms of the transaction and the factors described above, we believe that the merger agreement warrants shareholder support. 3 Adjourn Meeting For For Mgmt Given the narrow scope of this proposal, and our support for all the above proposals, we recommend that shareholders support this proposal. 01/06/06 - SMyriad Genetics, Inc. *MYGN* 62855J104 11/15/05 507 1 Amend Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 11.22 percent is within the allowable cap for this company of 14.66 percent. 09/30/05 - ANara Bancorp, Inc. *NARA* 63080P105 08/15/05 1,052 1 Elect Directors For For Mgmt 2 Authorize New Class of Preferred Stock For For Mgmt 3 Ratify Auditors For For Mgmt 10/03/05 - SNational Bank of Greece 633643408 09/16/05 6,839 Meeting for Holders of ADRs 1 RESOLUTION ON THE MERGER THROUGH THE ABSORPTION OF For For Mgmt NATIONAL INVESTMENT COMPANY S.A. BY NATIONAL BANK OF GREECE S.A., ALL AS MORE FULLY DESCRIBED IN THE AGENDA. Based on the strategic rationale provided by the company, the negligible dilution to existing shareholders and the favorable fairness opinion provided, this resolution warrants shareholder support. 2 CANCELLATION, PURSUANT TO COMPANIES ACT 2190/1920, For For Mgmt ARTICLE 75, PARAGRAPH 4, OF NATIONAL INVESTMENT COMPANY S SHARES OWNED BY THE ABSORBING NATIONAL BANK OF GREECE. 3 INCREASE IN THE SHARE CAPITAL OF NATIONAL BANK OF For For Mgmt ECE, ALL AS MORE FULLY DESCRIBED IN THE AGENDA. 4 AMENDMENT OF ARTICLES 4 AND 39 OF NATIONAL BANK OF For For Mgmt GREECE S ARTICLES OF ASSOCIATION DUE TO THE SAID MERGER. 5 APPROVAL OF THE BOD ACTS REGARDING THE SAID MERGER, ALL For For Mgmt AS MORE FULLY DESCRIBED IN THE AGENDA. 6 APPOINTMENT OF BANK REPRESENTATIVES TO EXECUTE THE For For Mgmt NOTARIAL CONTRACT OF THE MERGER THROUGH THE ABSORPTION OF NATIONAL INVESTMENT BANK S.A., ALL AS MORE FULLY DESCRIBED IN THE AGENDA. 7 Other Business None Against Mgmt Because "other business" could include provisions or motions that would negatively affect shareholder rights, we cannot support this proposal. 12/29/05 - SNational Bank of Greece 633643408 12/09/05 7,300 Meeting for Holders of ADRs 1 RESOLUTION ON THE MERGER THROUGH THE ABSORPTION OF For For Mgmt NATIONAL REAL ESTATE S.A. BY NATIONAL BANK OF GREECE S.A., MORE SPECIFICALLY APPROVAL OF: (A) THE RELEVANT DRAFT MERGER AGREEMENT DATED 13.10.2005, (B) THE INDIVIDUAL AND THE COMBINED PRO-FORMA TRANSFORM We recommend voting for this transaction, as the price appears to be fair, the fairness opinion and market reaction were both favorable, and the deal makes strategic sense. 2 CANCELLATION, PURSUANT TO COMPANIES ACT 2190/1920, For For Mgmt ARTICLE 75, PARAGRAPH 4, OF THE ABSORBED NATIONAL REAL ESTATE S.A. S SHARES OWNED BY THE ABSORBING NATIONAL BANK OF GREECE. 3 INCREASE IN THE SHARE CAPITAL OF NATIONAL BANK OF For For Mgmt GREECE. 4 AMENDMENT OF ARTICLES 3, 4, 39, 22 AND 23 OF ARTICLES For Against Mgmt OF ASSOCIATION AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. Because the company has not disclosed details with regards to these amendments, we cannot know which of these amendments might affect shareholder value. The potential loss of shareholder rights could be detrimental to shareholder value. Because NBG has presented these article changes as one bundled item, we recommend a vote against the entire item. We also recommend that shareholders ask the company to present article changes as separate items at future shareholder meetings. 5 APPROVAL OF THE BOD ACTS REGARDING THE SAID MERGER AND For For Mgmt IRREVOCABLE AUTHORIZATION TO THE BOD FOR SETTLEMENT OF FRACTIONAL RIGHTS, AS MORE DESCRIBED IN THE PROXY STATEMENT. 6 APPOINTMENT OF BANK REPRESENTATIVES TO EXECUTE THE For For Mgmt NOTARIAL CONTRACT OF THE MERGER THROUGH THE ABSORPTION OF NATIONAL REAL ESTATES S.A., AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. 7 ISSUE OF BOND LOANS UP TO EURO 6,000,000,000. For For Mgmt 8 Other Business None Against Mgmt 04/25/06 - ANational City Corp. *NCC* 635405RKH 03/03/06 400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 07/25/05 - ANational Grid PLC(frmrly. National Grid 636274102 06/06/05 3,189 Transco PLC) Meeting for Holders of ADRs 1 TO RECEIVE THE ANNUAL REPORT AND ACCOUNTS For For Mgmt 2 TO DECLARE A FINAL DIVIDEND For For Mgmt 3 Elect Directors For For Mgmt 4 Ratify Auditors For For Mgmt 5 TO APPROVE THE DIRECTORS REMUNERATION REPORT For For Mgmt 6 TO CHANGE THE NAME OF THE COMPANY TO NATIONAL GRID PLC For For Mgmt (SPECIAL RESOLUTION) 7 TO AMEND THE MEMORANDUM OF ASSOCIATION (SPECIAL For For Mgmt RESOLUTION) 8 TO ADOPT NEW ARTICLES OF ASSOCIATION (SPECIAL For For Mgmt RESOLUTION) 9 TO APPROVE THE RETURN OF CASH (SPECIAL RESOLUTION) For For Mgmt 10 TO AUTHORISE THE DIRECTORS TO ALLOT SHARES For For Mgmt 11 TO DIS-APPLY PRE-EMPTIONS RIGHTS (SPECIAL RESOLUTION) For For Mgmt 12 TO AUTHORISE THE COMPANY TO PURCHASE ITS OWN SHARES For For Mgmt (SPECIAL RESOLUTION) 13 TO AMEND THE ARTICLES OF ASSOCIATION (SPECIAL For For Mgmt RESOLUTION) 07/22/05 - ANational Oilwell Varco Inc. *NOV* 637071101 06/08/05 1 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/06 - ANational Oilwell Varco Inc. *NOV* 637071101 03/31/06 1 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/03/06 - ANationwide Financial Services, Inc. *NFS* 638612101 03/06/06 720 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For Mgmt 4 Performance-Based Equity Awards Against For ShrHoldr The company's annual incentive program is performance driven and is primarily based on net operating earnings per diluted share, operating revenue growth, net operating return on equity, and income after capital charge. However, the lack of disclosure of the specific targets does not allow shareholders to assess the rigor of the SEIP program (note that disclosure is reasonable with respect to NVAs). While the safe harbor rules exempt the disclosure of competitive information, companies have disclosed specific performance hurdles which executives must meet in order to profit from performance-based programs. With respect to the long-term program, standard stock options and restricted shares are not considered as performance-based compensation. A rise in the stock market can provide automatic gains without the executives exhibiting any demonstrated effort. A majority of the long-term incentives comprise stock options and restricted shares and not performance-based NVAs. ISS believes that the proponent's pay-for-superior-performance standard is feasible for the company given its line of business. The company's annual and long-term incentive programs do not sufficiently meet the proponent's requirements. Therefore, ISS supports this shareholder proposal. 09/15/05 - ANavarre Corp. *NAVR* 639208107 07/20/05 3,864 1 Elect Directors For For Mgmt 2 Approve Increase in Size of Board For For Mgmt 3 Ratify Auditors For For Mgmt 4 Amend Omnibus Stock Plan For Against Mgmt V. Vote Recommendation The total cost of the company's plan of 12.4 percent is within the allowable cap for this company of 20.06 percent. However, the company's three year average burn rate of 4.00 percent is higher than its four-digit GICS peer group of 3.84 percent. Therefore, the company has failed ISS's three-year average burn rate policy. 03/10/06 - ANCI Building Systems, Inc. *NCS* 628852105 01/17/06 741 1 Elect Directors For Split Mgmt 1.1 Elect Director A.R. Ginn --- For We recommend a vote FOR the directors with the exception of John K. Sterling. We recommend that shareholders WITHHOLD votes from John K. Sterling for standing as an affiliated outsider on the Compensation Committee and the Nominating and Corporate Governance committees. 1.2 Elect Director W. Bernard Pieper --- For 1.3 Elect Director John K. Sterling --- Withhold 2 Ratify Auditors For For Mgmt 04/26/06 - ANCR Corporation *NCR* 62886E108 02/13/06 3,270 1 Elect Directors For For Mgmt 1.1 Elect Director William R. Nuti --- For We recommend a vote FOR the directors. 1.2 Elect Director James M. Ringler --- For 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of two or more independent outsiders who must certify attainment of these objective, measurable performance goals before awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.93 percent is within the allowable cap for this company of 12.43 percent. Additionally, this plan expressly forbids repricing. 5 Approve Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 04/06/06 - ANestle SA 641069406 02/21/06 1,720 Meeting for Holders of ADRs 1 APPROVAL OF THE 2005 ANNUAL REPORT, OF THE ACCOUNTS OF For For Mgmt NESTLE S.A. AND OF THE CONSOLIDATED ACCOUNTS OF THE NESTLE GROUP. 2 RELEASE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND OF For For Mgmt THE MANAGEMENT. 3 APPROVAL OF THE APPROPRIATION OF PROFIT RESULTING FROM For For Mgmt THE BALANCE SHEET OF NESTLE S.A., AS SET FORTH IN THE INVITATION. 4 CAPITAL REDUCTION AND CONSEQUENT AMENDMENT OF ARTICLE 5 For For Mgmt OF THE ARTICLES OF ASSOCIATION, AS SET FORTH IN THE INVITATION. 5 RE-ELECTION OF MR. JEAN-PIERRE MEYERS TO THE BOARD OF For For Mgmt DIRECTORS. (FOR THE TERM STATED IN THE ARTICLES OF ASSOCIATION) 6 RE-ELECTION OF MR. ANDRE KUDELSKI TO THE BOARD OF For For Mgmt DIRECTORS. (FOR THE TERM STATED IN THE ARTICLES OF ASSOCIATION) 7 ELECTION OF MRS. NAINA LAL KIDWAI TO THE BOARD OF For For Mgmt DIRECTORS. (FOR THE TERM STATED IN THE ARTICLES OF ASSOCIATION) 8 ELECTION OF MR. JEAN-RENE FOURTOU TO THE BOARD OF For For Mgmt DIRECTORS. (FOR THE TERM STATED IN THE ARTICLES OF ASSOCIATION) 9 ELECTION OF MR. STEVEN GEORGE HOCH TO THE BOARD OF For For Mgmt DIRECTORS. (FOR THE TERM STATED IN THE ARTICLES OF ASSOCIATION) 10 MANDATE BY SHAREHOLDERS TO BOARD OF DIRECTORS TO REVISE For For Mgmt ARTICLES OF ASSOCIATION, AS SET FORTH IN THE INVITATION ENCLOSED. 11 MARK THE FOR BOX AT RIGHT IF YOU WISH TO GIVE A PROXY None Against Mgmt TO THE INDEPENDENT REPRESENTATIVE, MR. JEAN-LUDOVIC HARTMANN (AS FURTHER DISCUSSED IN THE COMPANY S INVITATION). ISS recommends that ADR holders continue using their current methods of voting. Therefore, ISS recommends a vote against this proposal. 05/18/06 - ANetLogic Microsystems, Inc. *NETL* 64118B100 03/28/06 130 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt V. Vote Recommendation The total cost of the company's plans of 31.28 percent is above the allowable cap for this company of 20.03 percent. 3 Ratify Auditors For For Mgmt 08/31/05 - ANetwork Appliance, Inc. *NTAP* 64120L104 07/05/05 7,050 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt V. Vote RecommendationThe total cost of the company's plan of 16.05 percent is above the allowable cap for this company of 12.48 percent. 3 Amend Qualified Employee Stock Purchase Plan For For Mgmt Employee stock purchase plans enable employees to become shareholders, which gives them a stake in the company's growth. However, purchase plans are beneficial only when they are well balanced and in the best interests of all shareholders. From a shareholder's perspective, plans with offering periods of 27 months or less, as recommended by Section 423 of the Internal Revenue Code, are preferable. Plans with longer offering periods remove too much of the market risk and could give participants excessive discounts on their stock purchases that are not offered to other shareholders. ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 4 Ratify Auditors For For Mgmt 10/21/05 - ANews Corporation *NWS* 65248E203 09/07/05 12,434 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Chase Carey --- Withhold Conclusion ISS is concerned and disappointed in the board's action on the poison pill, and recommends that shareholders withhold votes from all director nominees. ISS recommends that shareholders WITHHOLD votes from Chase Carey, Peter Chernin, Roderick I. Eddington and Andrew S.B. Knight for a breach of trust with shareholders on the poison pill policy. ISS also recommends that shareholders WITHHOLD votes from insider Chase Carey for poor attendance. 1.2 Elect Director Peter Chernin --- Withhold 1.3 Elect Director Roderick I. Eddington --- Withhold 1.4 Elect Director S.B. Knight --- Withhold 2 Ratify Auditors For For Mgmt 3 Issue Shares of Common Stock to A.E. Harris Trust-Lieu For For Mgmt of Cash Recommendation The proposed amendment seeks approval for the issuance of an equivalent value of non-voting stock to compensate the Harris Trust for cash owed pursuant to the adjustment amounts agreed upon at the time of incorporation. According to the company, the Murdoch family prefers stock rather than cash for tax planning purposes. The stock is non-voting, and the company would avoid the outlay of available cash. This proposal does not seem to have any adverse impact on shareholders. ISS recommends a vote in support of this proposal. 4 Approve Increase in Aggregate Compensation Ceiling for For Against Mgmt Directors ISS Analysis This proposal seeks to increase the total fees and the various elements of compensation paid to Non-Executive directors. A large portion of the proposed increase is for a cash payment to the Special Committee pursuant to their role in the reincorporation. As discussed under Item 1, ISS has concerns about the actions of the board and the role of independent directors on the poison pill policy, which was key to garnering support for the reincorporation. While not a voting item, we also question some of the executive compensation practices, particularly the sizeable bonuses paid out to executives. In general, ISS believes that there are increased demands of time being placed on directors, who should be fairly compensated for their efforts. However in this case, it is difficult to support an increase in director compensation in light of the actions taken to overturn the poison pill policy and prevent shareholders from having a voice in the matter. In light of the above concerns, ISS believes that the Non-Executive directors should not be afforded an increase in compensation. As such, ISS recommends a vote against this proposal. 09/20/05 - ANike, Inc. *NKE* 654106103 07/25/05 2,593 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt The requested increases for both classes of common shares are below the respective allowable caps. ISS recommends a vote FOR this bundled proposal. 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Amend Omnibus Stock Plan For Against Mgmt V. Vote RecommendationThe total cost of the company's plan of 12.08 percent is above the allowable cap for this company of 8.94 percent. 5 Ratify Auditors For For Mgmt 06/28/06 - ANippon Telegraph & Telephone Corp. *9432* 654624105 03/30/06 1,970 Meeting for Holders of ADRs 1 APPROVAL OF PROPOSED APPROPRIATION OF UNAPPROPRIATED For For Mgmt RETAINED EARNINGS FOR THE 21ST FISCAL YEAR ENDED MARCH 31, 2006. 2 PARTIAL AMENDMENT OF THE ARTICLES OF INCORPORATION. For For Mgmt 3 Elect Directors For For Mgmt 4 ELECT SUSUMU FUKUZAWA AS CORPORATE AUDITOR For For Mgmt The nominee for independent auditor (candidate 2), the former chairman of one of NTT's external audit firms, cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 5 ELECT SHIGERU IWAMOTO AS CORPORATE AUDITOR For Against Mgmt 6 ELECTION OF ACCOUNTING AUDITOR. For Against Mgmt In light of the severe penalty imposed on ChuoAoyama by Japanese regulators, and the fact that NTT already employs another major audit firm alongside ChuoAoyama, we do not believe it is in shareholders' interest to reappoint ChuoAoyama. 7 AWARD OF RETIREMENT ALLOWANCE FOR RETIRING DIRECTOR AND For Against Mgmt CORPORATE AUDITORS AND ONE-TIME DISCONTINUATION PAYMENT IN THE WAKE OF THE ABOLITION OF THE RETIREMENT ALLOWANCE SYSTEM. As we believe the payment of such bonuses to non-executives, at the discretion of the insiders, is a highly inappropriate practice anywhere, we see no alternative but to recommend opposing the whole item. 8 REVISION OF REMUNERATION FOR DIRECTORS AND CORPORATE For For Mgmt AUDITORS. 06/28/06 - ANomura Holdings Inc. *8604* 65535H208 03/30/06 6,255 Meeting for Holders of ADRs 1 AMENDMENTS TO THE ARTICLES OF INCORPORATION For For Mgmt 2 ELECTION OF DIRECTOR: JUNICHI UJIIE For For Mgmt 3 ELECTION OF DIRECTOR: NOBUYUKI KOGA For For Mgmt 4 ELECTION OF DIRECTOR: HIROSHI TODA For For Mgmt 5 ELECTION OF DIRECTOR: KAZUTOSHI INANO For For Mgmt 6 ELECTION OF DIRECTOR: NOBUYUKI SHIGEMUNE For For Mgmt 7 ELECTION OF DIRECTOR: YUKIO SUZUKI For For Mgmt 8 ELECTION OF DIRECTOR: MASAHARU SHIBATA For For Mgmt 9 ELECTION OF DIRECTOR: HIDEAKI KUBORI For For Mgmt 10 ELECTION OF DIRECTOR: HARUO TSUJI For For Mgmt 11 ELECTION OF DIRECTOR: FUMIHIDE NOMURA For For Mgmt 12 ELECTION OF DIRECTOR: KOJI TAJIKA For For Mgmt 13 ISSUANCE OF STOCK ACQUISITION RIGHTS AS STOCK OPTIONS For For Mgmt 05/23/06 - ANordstrom, Inc. *JWN* 655664100 03/15/06 7,242 1 Elect Directors For For Mgmt 2 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 3 Ratify Auditors For For Mgmt 05/11/06 - ANorfolk Southern Corp. *NSC* 655844108 03/06/06 3,260 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/18/06 - ANorthern Trust Corp. *NTRS* 665859104 02/27/06 620 1 Elect Directors For For Mgmt 1.1 Elect Director Duane L. Burnham --- For We recommend a vote FOR the directors. 1.2 Elect Director Linda Walker Bynoe --- For 1.3 Elect Director Susan Crown --- For 1.4 Elect Director Dipak C. Jain --- For 1.5 Elect Director Arthur L. Kelly --- For 1.6 Elect Director Robert C. McCormack --- For 1.7 Elect Director Edward J. Mooney --- For 1.8 Elect Director William A. Osborn --- For 1.9 Elect Director John W. Rowe --- For 1.10 Elect Director Harold B. Smith --- For 1.11 Elect Director William D. Smithburg --- For 1.12 Elect Director Charles A. Tribbett, III --- For 1.13 Elect Director Frederick H. Waddell --- For 2 Ratify Auditors For For Mgmt 3 Eliminate Cumulative Voting For For Mgmt Director accountability is the hallmark of good governance. The board election process must ensure that shareholders' expressions of dissatisfaction with the performance of directors have meaningful consequences. A majority vote standard transforms the director election process from a symbolic gesture to a meaningful voice for shareholders. Because the board has made a commitment to adopt a majority vote standard following approval of this proposal, we recommend a vote FOR this item. 4 Disclose Charitable Contributions Against Against ShrHoldr In this case, we note that Northern Trust discloses a significant amount of the information requested by the proponent on its website and through the Charitable Trust's annual report. Therefore, considering the existing level of disclosure, ISS does not believe that the additional disclosure requested by the proponents will provide meaningful benefit to shareholders commensurate with the administrative cost and burden of producing the reports. 04/18/06 - ANorthern Trust Corp. *NTRS* 665859RKH 02/27/06 400 1 Elect Directors For For Mgmt 1.1 Elect Director Duane L. Burnham --- For We recommend a vote FOR the directors. 1.2 Elect Director Linda Walker Bynoe --- For 1.3 Elect Director Susan Crown --- For 1.4 Elect Director Dipak C. Jain --- For 1.5 Elect Director Arthur L. Kelly --- For 1.6 Elect Director Robert C. McCormack --- For 1.7 Elect Director Edward J. Mooney --- For 1.8 Elect Director William A. Osborn --- For 1.9 Elect Director John W. Rowe --- For 1.10 Elect Director Harold B. Smith --- For 1.11 Elect Director William D. Smithburg --- For 1.12 Elect Director Charles A. Tribbett, III --- For 1.13 Elect Director Frederick H. Waddell --- For 2 Ratify Auditors For For Mgmt 3 Eliminate Cumulative Voting For For Mgmt Director accountability is the hallmark of good governance. The board election process must ensure that shareholders' expressions of dissatisfaction with the performance of directors have meaningful consequences. A majority vote standard transforms the director election process from a symbolic gesture to a meaningful voice for shareholders. Because the board has made a commitment to adopt a majority vote standard following approval of this proposal, we recommend a vote FOR this item. 4 Disclose Charitable Contributions Against Against ShrHoldr In this case, we note that Northern Trust discloses a significant amount of the information requested by the proponent on its website and through the Charitable Trust's annual report. Therefore, considering the existing level of disclosure, ISS does not believe that the additional disclosure requested by the proponents will provide meaningful benefit to shareholders commensurate with the administrative cost and burden of producing the reports. 05/11/06 - ANucor Corp. *NUE* 670346105 03/13/06 2,980 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt The requested increase of 400,000,000 shares is below the allowable threshold of 500,000,000 shares. 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 05/11/06 - ANuveen Investments, Inc *JNC* 67090F106 03/17/06 3,597 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 07/21/05 - ANvidia Corporation *NVDA* 67066G104 05/23/05 3,230 1 Elect Directors For For Mgmt 1.1 Elect Director Steven Chu --- For We recommend a vote FOR the directors. 1.2 Elect Director Harvey C. Jones --- For 1.3 Elect Director William J. Miller --- For 2 Ratify Auditors For For Mgmt 06/22/06 - ANvidia Corporation *NVDA* 67066G104 04/24/06 5,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/09/06 - AO'Reilly Automotive, Inc. *ORLY* 686091109 02/28/06 1,600 1 Elect Directors For Split Mgmt 1.1 Elect Director Charles H. O'Reilly, Jr --- Withhold We recommend a vote FOR the directors with exception of affiliated outsider Charles H. O'Reilly, Jr..We recommend that shareholders WITHHOLD votes from Charles H. O'Reilly, Jr. for failure to establish a majority independent board. 1.2 Elect Director John Murphy --- For 1.3 Elect Director Ronald Rashkow --- For 2 Ratify Auditors For For Mgmt 05/05/06 - AOccidental Petroleum Corp. *OXY* 674599105 03/06/06 4,185 1 Elect Directors For Split Mgmt 1.1 Elect Director Spencer Abraham --- For We recommend withholding votes from the compensation committee members: John Chalsty, Irvin Maloney, Ronald Burkle, R. Chad Dreier and Rosemary Tomich for stewards of poor compensation practice. We also recommend shareholders WITHHOLD votes from independent outsider Ronald Burkle for poor attendance. 1.2 Elect Director Ronald W. Burkle --- Withhold 1.3 Elect Director John S. Chalsty --- Withhold 1.4 Elect Director Edward P. Djerejian --- For 1.5 Elect Director R. Chad Dreier --- Withhold 1.6 Elect Director John E. Feick --- For 1.7 Elect Director Ray R. Irani --- For 1.8 Elect Director Irvin W. Maloney --- Withhold 1.9 Elect Director Rodolfo Segovia --- For 1.10 Elect Director Aziz D. Syriani --- For 1.11 Elect Director Rosemary Tomich --- Withhold 1.12 Elect Director Walter L. Weisman --- For 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt The requested increase of 600,000,000 shares is below the allowable threshold of 900,000,000 shares. We recommend a vote FOR Item 3. 4 Limit Executive Compensation Against Against ShrHoldr We oppose this item because it could place the company at a competitive disadvantage in attempting to attract qualified executives. 5 Report on Global Warming Against Against ShrHoldr While Occidental's reporting does not address some issues of concern related to climate change, we believe that it effectively presents most shareholders with sufficient information to understand the company's position on the issue and the potential impact that these policies may have on their investment. While we encourage the company to continue to evaluate initiatives to address climate change and increase its disclosure, we do not believe that the information requested in the proposed report will benefit shareholders from an economic perspective. As such, we recommend a vote against this resolution. 6 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system gives full effect to the shareholder franchise. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 05/12/06 - AOffice Depot, Inc. *ODP* 676220106 03/10/06 1,250 1 Elect Directors For Split Mgmt 1.1 Elect Director Lee A. Ault, III --- For We recommend a vote FOR the directors with the exception of David I. Fuente, from whom we recommend shareholders WITHHOLD votes for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Neil R. Austrian --- For 1.3 Elect Director David W. Bernauer --- For 1.4 Elect Director Abelardo E. Bru --- For 1.5 Elect Director David I. Fuente --- Withhold 1.6 Elect Director Brenda J. Gaines --- For 1.7 Elect Director Myra M. Hart --- For 1.8 Elect Director W. Scott Hedrick --- For 1.9 Elect Director Michael J. Myers --- For 1.10 Elect Director Steve Odland --- For 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 05/18/06 - AOGE Energy Corp. *OGE* 670837103 03/21/06 1,146 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/18/06 - AOld Second Bancorp, Inc. *OSBC* 680277100 03/03/06 273 1 Elect Directors For For Mgmt 05/23/06 - AOmnicom Group Inc. *OMC* 681919106 04/07/06 280 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/22/06 - AOmron Corp. *6645* 682151303 03/30/06 1,869 Meeting for Holders of ADRs 1 APPROVAL OF THE PROPOSED APPROPRIATION OF For For Mgmt UNAPPROPRIATED RETAINED EARNINGS FOR THE 69TH FISCAL YEAR 2 PARTIAL AMENDMENT OF THE ARTICLES OF INCORPORATION For For Mgmt In this item, several changes to the company's articles of incorporation are proposed. First, the company is seeking to amend its articles to enable it to limit the rights of shareholders who hold less than a full trading unit (100 shares in this case). This amendment would prevent odd-lot holders from filing shareholder derivative suits. The next amendment would allow the board to specify limits on the legal liability of non-executive statutory auditors in the company's service contracts with these individuals. The ceilings on liability would be two years' worth of total compensation, or JY 10 million, whichever is greater. As provided by law, the limitations would not apply in cases of gross negligence or criminal behavior, and would only apply if the individual acted in good faith. The unanimous consent of the internal auditors was required for the company to present this proposal at the AGM. In addition, Omron seeks to make a number of amendments to its articles of incorporation to match the terminology and the provisions of Japan's new corporate law, which took effect in May 2006. These changes are mostly technical in nature, and not controversial. Most Japanese companies are seeking approval for analogous amendments this year. One relatively substantive change would allow the board of directors to resolve business in writing or by electronic means, without the need to convene a physical board meeting, provided that all directors agree and no objections are raised by the statutory auditors. Note that the company is not seeking to determine the allocation of income, including dividend payments, at the discretion of the board, but will continue to submit the income allocation for shareholder approval each year. The proposal on limitation of liability and the proposal to limit the rights of odd-lot holders merit further comment. Despite the fears of Japanese corporations, Japan has never been plagued with an excess of frivolous shareholder litigation, and limiting such suits does not appear to be a pressing need. Nevertheless, odd-lot shareholders would be unlikely to file a suit in any event. Accordingly, this amendment is likely to have little practical impact, and we do not oppose it. Notwithstanding the limited number of shareholder lawsuits in Japan, limiting the liability of directors and statutory auditors is seen by many companies as a necessary precondition to appointing qualified outsiders to these posts, in the wake of an enormous judgment by a Japanese court against directors of Daiwa Bank in a shareholder suit in 2000. Because the limitations would only apply in cases of ordinary negligence -- where defendants have seldom lost in court anyway -- and because the ceilings are in line with the typical amounts of settlements in Japanese shareholder litigation, the limitations are seen by many observers as having little practical impact. The new corporate law extends the same treatment to outside (independent) statutory auditors as had previously been available for outside directors; namely, allowing the company to specify liability limits in its contracts with these individuals. Omron currently has three non-executive statutory auditors. To the extent this amendment facilitates the continued appointment of independent outsiders to these posts, it has the potential to benefit shareholders. Accordingly, we do not oppose this resolution. 3 REACQUISITION OF SHARES For For Mgmt 4 SETTING OF AMOUNT AND CONTENT OF STOCK OPTION For For Mgmt COMPENSATION FOR DIRECTORS 10/10/05 - AOracle Corp. *ORCL* 68389X105 08/15/05 22,214 1 Elect Directors For Split Mgmt 1.1 Elect Director Jeffrey O. Henley --- For We recommend a vote FOR the directors with the exception of H. Raymond Bingham, from whom we recommend shareholders WITHHOLD votes for standing as an affiliated outsider on the Audit and Nominating committees. 1.2 Elect Director Lawrence J. Ellison --- For 1.3 Elect Director Donald L. Lucas --- For 1.4 Elect Director Michael J. Boskin --- For 1.5 Elect Director Jack F. Kemp --- For 1.6 Elect Director Jeffrey S. Berg --- For 1.7 Elect Director Safra A. Catz --- For 1.8 Elect Director Hector Garcia-Molina --- For 1.9 Elect Director Joseph A. Grundfest --- For 1.10 Elect Director H. Raymond Bingham --- Withhold 1.11 Elect Director Charles E. Phillips, Jr. --- For 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For Mgmt 02/07/06 - AOshkosh Truck Corp. *OSK* 688239201 12/12/05 4,142 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/09/06 - AOverseas Shipholding Group, Inc. *OSG* 690368105 04/17/06 356 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt The requested increase of 60,000,000 shares is below the allowable threshold of 96,000,000 shares. 11/17/05 - SPacifiCare Health Systems, Inc. 695112102 10/11/05 1,355 1 Approve Merger Agreement For For Mgmt Conclusion We conclude that the sensible strategic rationale and the market premium outweigh the potential negative effects of the change-in-control payments. We acknowledge the fact that shareholders are faced with a difficult choice ' vote against an otherwise attractive merger, or ratify by implication the arguably excessive compensation awarded to key executives in the past. At the end of the day, we believe that all of the positive factors of the proposed merger tip the scales in favor of approving the merger. Therefore, the merger warrants shareholder support. 2 Adjourn Meeting For For Mgmt Given the narrow scope of this proposal, and our support for the merger discussed in Item 1, we recommend that shareholders support this proposal. 05/24/06 - APacketeer, Inc. *PKTR* 695210104 03/31/06 1,225 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/10/06 - APalomar Medical Technologies, Inc. *PMTI* 697529303 03/13/06 564 1 Elect Directors For Split Mgmt 1.1 Elect Director Joseph P. Caruso --- Withhold We recommend a vote FOR the directors with the exception of insiders Louis P. Valente and Joseph P. Caruso. We recommend that shareholders WITHHOLD votes from Louis P. Valente and Joseph P. Caruso for failure to establish an independent nominating committee. 1.2 Elect Director Jeanne Cohane --- For 1.3 Elect Director Nicholas P. Economou --- For 1.4 Elect Director James G. Martin --- For 1.5 Elect Director A. Neil Pappalardo --- For 1.6 Elect Director Louis P. Valente --- Withhold 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For Against Mgmt V. Vote Recommendation The total cost of the company's plans of 39.00 percent is above the allowable cap for this company of 15.94 percent. Additionally, the plan allows repricing of underwater stock options without shareholder approval, which we believe reduces the incentive value of the plan. Moreover, the company's 3-year average burn rate of 9.46% exceeds 4.91% of industry burn rate cap. As such, we recommend a vote AGAINST item 3. 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/28/06 - APan Pacific Retail Properties, Inc. *PNP* 69806L104 02/16/06 630 1 Elect Directors For For Mgmt 05/25/06 - APanera Bread Company *PNRA* 69840W108 03/27/06 1,481 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.61 percent is within the allowable cap for this company of 11.64 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 03/01/06 - AParametric Technology Corp. *PMTC* 699173100 01/06/06 3,885 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/28/06 - AParker Drilling Co. *PKD* 701081101 03/10/06 4,796 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 10/12/05 - APaychex, Inc. *PAYX* 704326107 08/15/05 2,050 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 4.24 percent is within the allowable cap for this company of 12.36 percent. Additionally, this plan expressly forbids repricing. 3 Require a Majority Vote for the Election of Directors Against Against ShrHoldr Conclusion Director accountability is the hallmark of good governance. The board election process must ensure that shareholders' expressions of dissatisfaction with the performance of directors have meaningful consequences. Therefore ISS supports the majority vote standard in uncontested elections and we believe that this standard promotes accountability. However, for the reasons noted above, we maintain that the plurality standard is best suited to contested elections. This binding proposal does not include a carve out for contested elections, and therefore could serve as an entrenchment device in certain contested situations. As such, ISS does not recommend shareholders support this proposal at this time. 05/25/06 - APayless Shoesource, Inc. *PSS* 704379106 04/03/06 1,747 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.62 percent is within the allowable cap for this company of 9.77 percent. Additionally, this plan expressly forbids repricing. 4 Amend Non-Employee Director Restricted Stock Plan For For Mgmt VI. Vote Recommendation The total cost of the company's plans of 4.98 percent is within the allowable cap for this company of 9.77 percent. Additionally, this plan expressly forbids repricing. 05/04/06 - APediatrix Medical Group, Inc. *PDX* 705324101 03/15/06 412 1 Elect Directors For Split Mgmt 1.1 Elect Director Cesar L. Alvarez --- Withhold We recommend withholding votes from all of the nominees with the exception of new nominee Pascal J. Goldschmidt, M.D. We recommend that shareholders WITHHOLD votes from insider Roger J. Medel, M.D., affiliated outsider Cesar L. Alvarez, and independent outsiders Waldemar A. Carlo, M.D., Michael B. Fernandez, Roger K. Freeman, M.D., Paul G. Gabos, Lawrence M. Mullen and Enrique J. Sosa, Ph.D. for failure to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. We recommend that shareholders vote FOR independent outsider Pascal J. Goldschmidt, M.D. 1.2 Elect Director Waldemar A. Carlo, M.D. --- Withhold 1.3 Elect Director Michael B. Fernandez --- Withhold 1.4 Elect Director Roger K. Freeman, M.D. --- Withhold 1.5 Elect Director Paul G. Gabos --- Withhold 1.6 Elect Director P.J. Goldschmidt, M.D. --- For 1.7 Elect Director Roger J. Medel, M.D. --- Withhold 1.8 Elect Director Lawrence M. Mullen --- Withhold 1.9 Elect Director Enrique J. Sosa, Ph.D. --- Withhold 05/02/06 - APenn Virginia Corp. *PVA* 707882106 03/06/06 376 1 Elect Directors For Split Mgmt 1.1 Elect Director Joe N. Averett, Jr. --- Withhold We recommend a vote FOR the directors with the exception of independent outsiders Gary K. Wright, Marsha R. Perelman, Steven W. Krablin, Robert Garrett and Edward B. Cloues, II, from insiders Keith D. Horton and A. James Dearlove, and from affiliated outsider Joe N. Averett, Jr. We recommend that shareholders WITHHOLD votes from Gary K. Wright, Marsha R. Perelman, Steven W. Krablin, Robert Garrett, Edward B. Cloues, II, Keith D. Horton, A. James Dearlove, and Joe N. Averett, Jr. for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director Edward B. Cloues, Ii --- Withhold 1.3 Elect Director A. James Dearlove --- Withhold 1.4 Elect Director Robert Garrett --- Withhold 1.5 Elect Director Keith D. Horton --- Withhold 1.6 Elect Director Steven W. Krablin --- Withhold 1.7 Elect Director Merrill A. Miller, Jr. --- For 1.8 Elect Director Marsha R. Perelman --- Withhold 1.9 Elect Director P. Van Marcke De Lummen --- For 1.10 Elect Director Gary K. Wright --- Withhold 05/03/06 - APepsiCo, Inc. *PEP* 713448108 03/10/06 12,486 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Publish Political Contributions Against Against ShrHoldr In light of the potential costs associated with the requested report, we recommend that shareholders oppose this request. 4 Report on Charitable Contributions Against Against ShrHoldr In this case, we note that Pepsico discloses a significant amount of the information requested by the proponent on its corporate website. Moreover, some aspects of the resolution, including determining the estimated or actual benefits of each charitable contribution may be difficult to produce without significant speculation, and could place a significant burden on the company without providing commensurate value to shareholders. Therefore, ISS does not recommend shareholder support for the resolution at this time. 05/10/06 - APerot Systems Corp. *PER* 714265105 03/13/06 2,042 1 Elect Directors For Split Mgmt 1.1 Elect Director Ross Perot --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsiders DeSoto Jordan and Ross Perot. We recommend that shareholders WITHHOLD votes from Ross Perot for poor attendance, and from DeSoto Jordan for standing as an affiliated outsider on the Compensation and Nominating committees. 1.2 Elect Director Ross Perot, Jr. --- For 1.3 Elect Director Peter A. Altabef --- For 1.4 Elect Director Steven Blasnik --- For 1.5 Elect Director John S.T. Gallagher --- For 1.6 Elect Director Carl Hahn --- For 1.7 Elect Director Desoto Jordan --- Withhold 1.8 Elect Director Thomas Meurer --- For 1.9 Elect Director Cecil H. Moore, Jr. --- For 1.10 Elect Director Anthony J. Principi --- For 1.11 Elect Director Anuroop (tony) Singh --- For 2 Approve Non-Employee Director Stock Option Plan For Against Mgmt V. Vote Recommendation The total cost of the company's plans of 25.03 percent is above the allowable cap for this company of 20.05 percent. In 2005, ISS implemented a modified policy on evaluating director equity plans. ISS considers the costs of equity plans including director plans and employee-based compensation plans in the binomial compensation model. If the total costs of the combined equity plans exceed the allowable cap, ISS will review the qualitative features of director compensation, taking into account (I) director stock ownership guidelines (ii) vesting schedule (iii) mix between cash and equity (iv) retirement/benefit and perquisites programs (v) quality of disclosure. In this case, the cost of the 2006 Non-Employee Director Equity Compensation Plan and the remaining equity plans available for grant exceed the allowable cap of 20.05 percent. In reviewing the qualitative features of director compensation of the company, there is no disclosure of director stock ownership guidelines. The retainer fee may be paid in cash or stock. Note that automatic grants to non-employee directors are immediately exercisable. No information on retirement/benefit and perquisites has been disclosed in the proxy statement. As such, we believe this plan does not warrant shareholder support. 3 Ratify Auditors For For Mgmt 07/22/05 - SPetroleo Brasileiro 71654V408 06/29/05 1,430 Meeting for Holders of ADRs 1 APPROVAL OF THE 300% STOCK SPLIT OF COMPANY SHARES, For For Mgmt RESULTING IN THE DISTRIBUTION, AT NO COST, OF 3 (THREE) NEW SHARES OF THE SAME TYPE FOR 1 (ONE) SHARE HELD ON AUGUST 31, 2005, AS SET FORTH IN THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH. 2 APPROVAL TO CHANGE ARTICLE 4 OF THE COMPANY S BYLAWS IN For For Mgmt LIGHT OF ITEM I, AS SET FORTH IN THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH. 08/30/05 - SPetroleo Brasileiro 71654V408 08/09/05 1,430 Meeting for Holders of ADRs 1 APPROVAL OF THE PROTOCOL AND JUSTIFICATION OF THE For For Mgmt OPERATION FOR THE PARTIAL AND DISPROPORTIONAL SPINNING OFF OF DOWNSTREAM PARTICIPACOES LTDA AND THE INCORPORATION OF THE DIVESTED PORTION BY PETROLEO BRASILEIRO S.A. - PETROBRAS , DATED JULY 31, 2005 2 RATIFICATION AND NOMINATION OF THE SPECIALIZED COMPANY For For Mgmt FOR APPRAISING THE ASSETS TO BE SPUN OFF AND SUBSEQUENTLY INCORPORATED 3 APPROVAL OF THE VALUATION REPORT OF THE SPUN OFF For For Mgmt PORTION TO BE INCORPORATED BY PETROBRAS 4 APPROVAL OF THE SPINNING OFF FOLLOWED BY INCORPORATION For For Mgmt OF THE ASSETS OF THE DIVESTED PART OF THE COMPANY ACCORDING TO THE PROCEDURE IN THE DOCUMENT TO WHICH ITEM 1 ABOVE REFERS 5 AUTHORIZATION FOR THE EXECUTIVE BOARD TO PRACTICE ALL For For Mgmt NECESSARY ACTS FOR THE EXECUTION OF THE ABOVE ITEMS 6 APPROVAL OF THE ELECTION OF JOSE SERGIO GABRIELLI DE For For Mgmt AZEVEDO, CHIEF EXECUTIVE OFFICER, AS A MEMBER OF THE BOARD OF DIRECTORS OF THE COMPANY 04/03/06 - APetroleo Brasileiro 71654V408 03/03/06 1,430 Meeting for Holders of ADRs 1 APPROVAL OF THE MANAGEMENT REPORT, FINANCIAL STATEMENTS For For Mgmt AND AUDIT COMMITTEE S OPINION FOR THE FISCAL YEAR 2005. 2 APPROVAL OF THE CAPITAL EXPENDITURE BUDGET FOR THE For For Mgmt FISCAL YEAR 2006. 3 APPROVAL OF THE DISTRIBUTION OF RESULTS FOR THE FISCAL For For Mgmt YEAR 2005. 4 APPROVAL OF THE ELECTION OF MEMBERS OF THE BOARD OF For For Mgmt DIRECTORS. 5 APPROVAL OF THE ELECTION OF CHAIRMAN OF THE BOARD OF For For Mgmt DIRECTORS. 6 APPROVAL OF THE ELECTION OF MEMBERS OF THE FISCAL For For Mgmt COUNCIL AND THEIR RESPECTIVE SUBSTITUTES. 7 APPROVAL OF THE ESTABLISHMENT OF THE MANAGEMENT For Against Mgmt COMPENSATION, AS WELL AS THEIR PARTICIPATION IN THE PROFITS PURSUANT TO ARTICLES 41 AND 56 OF THE COMPANY S BYLAWS, AS WELL OF MEMBERS OF THE FISCAL COUNCIL. Because the company did not provide the details of the profit-sharing plan, we cannot assess how this item might affect shareholder interests. 8 APPROVAL OF THE INCREASE IN THE CAPITAL STOCK THROUGH For For Mgmt THE INCORPORATION OF PART OF THE REVENUE RESERVES CONSTITUTED IN PREVIOUS FISCAL YEARS AMOUNTING TO R$ 15.352 MILLION, INCREASING THE CAPITAL STOCK FROM R$ 32,896 MILLION TO R$ 48.248 MILLION WITHOUT 04/27/06 - APfizer Inc. *PFE* 717081103 03/01/06 32,895 1 Elect Directors For Split Mgmt 1.1 Elect Director Michael S. Brown --- For 1.2 Elect Director M. Anthony Burns --- For 1.3 Elect Director Robert N. Burt --- For 1.4 Elect Director W. Don Cornwell --- For 1.5 Elect Director William H. Gray, III --- For 1.6 Elect Director Constance J. Horner --- For 1.7 Elect Director William R. Howell --- For 1.8 Elect Director Stanley O. Ikenberry --- For 1.9 Elect Director George A. Lorch --- Withhold 1.10 Elect Director Henry A. McKinnell --- For 1.11 Elect Director Dana G. Mead --- Withhold 1.12 Elect Director Ruth J. Simmons --- For 1.13 Elect Director William C. Steere, Jr. --- For 2 Ratify Auditors For For Mgmt 3 Reduce Supermajority Vote Requirement For For Mgmt ISS maintains that a simple majority of voting shares should be sufficient to effect changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking amendments that are in shareholders' best interests. ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 4 Establish Term Limits for Directors Against Against ShrHoldr ISS agrees with the proponent that in any institution, including a company, it is helpful to have continual turnover of governing trustees or directors to bring in new perspectives. However, a six-year term limit is an arbitrary constraint on a company's governance. Under an effective corporate governance system, shareholders have the right to express their preferences each year by voting on directors at the annual meeting. Thus, shareholders can remove or reelect directors as they see fit. 5 Social Proposal Against Against ShrHoldr Pfizer has implemented several programs to assist in increasing accessibility to their products for the financially needy. Additionally, the company provides information on these discount, subsidy, and assistance programs in its public filings and on the company website. Finally, ISS agrees that linking drug pricing to the inflation rate may place the company at a competitive disadvantage by artificially discounting prices below those of competitors' products and limiting resources to invest in research and development. Therefore, ISS recommends that shareholders vote against this proposal. 6 Restore or Provide for Cumulative Voting Against For ShrHoldr In this case, the company fails to meet all of the aforementioned corporate governance and performance criteria. Specifically, shareholders may not act by written consent and may not call special meetings. The company also underpeformed the Pharmaceutical and Biotechnology industry and the S&P 500 index with respect to the one-year and three-year fiscal total shareholder returns, as noted under the Performance Summary table. Accordingly, the proposal warrants shareholder support. 7 Separate Chairman and CEO Positions Against For ShrHoldr Based on the above factors, the company met all the above conditions with the except of the performance test. Specifically, the company underperformed the Pharmaceutical and Biotechnology industry and the S&P 500 index based on its one-year and three-year total shareholder returns as seen under the Performance Summary table. ISS believes this proposal warrants shareholder support. 8 Report on Political Contributions Against Against ShrHoldr In the case of Pfizer, ISS notes that the company discusses its policies on political contributions on the company website and these policies appear to meet with and, in many cases, exceed industry standards. Specifically, Pfizer's policy statement discloses guidelines for what type of organizations it will contribute to, the company's broad business strategy behind its political activity, and the specific oversight and accountability controls related to this issue. Additionally, the company provides a semiannual report disclosing its corporate contributions and the contributions of its PAC. Furthermore, the company does not appear to be the subject of any recent, significant controversy, fines, or litigation resulting from political action or contributions from it or its employee sponsored PACs. Therefore, it is our opinion that information provided on Pfizer's website provides shareholders with sufficient insight into the company's contributions, policies, and controls. Therefore, ISS does not believe that additional reporting on this matter is warranted at this time. 9 Report on Animal Welfare Policy Against Against ShrHoldr In this case, Pfizer has established publicly available policies addressing issues of animal welfare. These policies include strict compliance with applicable legislation, training programs for employees involved in animal testing, commitments to limiting the use of animal testing, and brief discussion of oversight and remediation for non-compliance. While these policies do not directly address certain issues to the degree requested by the proponent, they do appear to be comparable to policies at other companies in the same industry. Moreover, there does not appear to be any recent, significant fines or litigation on the issue of animal welfare at Pfizer that are indicative of systematic problems with the company's animal welfare policies, or suggesting that the company lags behind industry peers on this subject. Finally, ISS is concerned with the structure of this resolution. Beyond asking for a feasibility study evaluating the merits of amending the company's Laboratory Animal Care and Use Policy, compliance with resolution also implies that the company must apply this policy to its contract labs, oversee adherence to the policy, and publish an annual report outlining contractor compliance. These additional measures could place a significant burden on the company or complicate the company's contractual agreements with the external laboratories that it retains for certain animal testing programs. Therefore, we do not recommend shareholder support for this resolution. 10 Reort on Animal-based Testing Against Against ShrHoldr This resolution specifically asks the company to justify what the gap between its stated policy to support in vitro testing methods and certain contributions that the company has made that appear support live animal testing. Pfizer has developed a policy that calls for utilizing in vitro testing wherever possible provided it complies with regulations and does not effect the analysis of treatment effectiveness or patient safety. The company states that the intent of the funding was to improve the quality of live animal testing, not the advancement of live animal testing in general. Moreover, while the company has committed to using in vitro methods when feasible, it does not support a policy that call for ceasing live animal testing altogether. Therefore, ISS does not believe that the contributions noted by the proponent conflict with this policy per se. As such, we do not believe that additional discussion of topic is necessary. 05/26/06 - APhelps Dodge Corp. *PD* 717265102 04/06/06 520 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director Stock Option Plan For For Mgmt IV. Vote RecommendationBased on ISS analysis, the total cost of the company's plans is 4.25 percent, which is within the allowable cap for this company of 12.64 percent. 3 Ratify Auditors For For Mgmt 01/25/06 - APilgrim's Pride Corp *PPC* 721467108 11/28/05 4,403 1 Elect Directors For Split Mgmt 1.1 Elect Director Lonnie (bo) Pilgrim --- Withhold We recommend a vote FOR the directors with the exception of insiders Lonnie "Bo" Pilgrim, Clifford E. Butler, O.B. Goolsby, Jr., Richard A. Cogdill, Lonnie Ken Pilgrim, and affiliated outsider James G. Vetter, Jr. We recommend that shareholders WITHHOLD votes from Lonnie "Bo" Pilgrim and Lonnie Ken Pilgrim for standing as insiders on the Compensation Committee and for failure to establish an independent nominating committee. We recommend that shareholders WITHHOLD votes from James G. Vetter, Jr. for standing as an affiliated outsider on the Compensation Committee and for failure to establish an independent nominating committee. We also recommend that shareholders WITHHOLD votes from Clifford E. Butler, O.B. Goolsby, Jr. and Richard A. Cogdill for failure to establish an independent nominating committee. 1.2 Elect Director Clifford E. Butler --- Withhold 1.3 Elect Director O.B. Goolsby, Jr. --- Withhold 1.4 Elect Director Richard A. Cogdill --- Withhold 1.5 Elect Director Lonnie Ken Pilgrim --- Withhold 1.6 Elect Director James G. Vetter, Jr. --- Withhold 1.7 Elect Director S. Key Coker --- For 1.8 Elect Director Vance C. Miller, Sr. --- For 1.9 Elect Director Donald L. Wass, Ph.D. --- For 1.10 Elect Director Charles L. Black --- For 1.11 Elect Director Blake D. Lovette --- For 1.12 Elect Director Linda Chavez --- For 1.13 Elect Director Keith W. Hughes --- For 2 Report on Feasibility of Improving Animal Welfare Against Against ShrHoldr Standards In the case of Pilgrim's Pride, ISS notes that the company does not appear to provide detailed information on its company website regarding CAK; however, it does disclose a policy statement on animal welfare and briefly discusses training and compliance. We believe that the company should improve its disclosure on animal welfare; however, ISS notes that the company's policy appears consistent with industry standards and applicable laws. Furthermore, while there has been some recent controversy over the treatment of animals at company facilities, the termination of the employees involved in the controversy is demonstrative of Pilgrim Pride's adherence to its publicized policy and commitment to effectively address noncompliance. Finally, there appears to be some question over the feasibility of CAK as a commercial method of poultry processing, including the impact it may have on cost, logistics, and animal welfare. Considering these factors, we do not believe that the additional feasibility report is necessary at this time. 3 Ratify Auditors For For Mgmt 05/10/06 - APinnacle Entertainment, Inc. *PNK* 723456109 04/03/06 577 1 Elect Directors For For Mgmt 1.1 Elect Director Daniel R. Lee --- For We recommend a vote FOR the directors. 1.2 Elect Director John V. Giovenco --- For 1.3 Elect Director Richard J. Goeglein --- For 1.4 Elect Director Bruce A. Leslie --- For 1.5 Elect Director James L. Martineau --- For 1.6 Elect Director Michael Ornest --- For 1.7 Elect Director Timothy J. Parrott --- For 1.8 Elect Director Lynn P. Reitnouer --- For 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 11.01 percent is within the allowable cap for this company of 11.15 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 05/02/06 - APiper Jaffray Cos *PJC* 724078RKH 03/06/06 400 1 Elect Directors For Split Mgmt 1.1 Elect Director B. Kristine Johnson --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider B. Kristine Johnson. We recommend that shareholders WITHHOLD votes from B. Kristine Johnson for standing as an affiliated outsider on the Audit and Nominating committees. 1.2 Elect Director Jean M. Taylor --- For 1.3 Elect Director Richard A. Zona --- For 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 17.85 percent is within the allowable cap for this company of 17.91 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 4 Declassify the Board of Directors Against For ShrHoldr ISS Analysis Although a majority of U.S. public companies have classified boards, most that have emerged in the past decade were put into place at the time of initial public offerings. Managements argue that staggered boards provide continuity and stability, but empirical evidence has suggested that such a structure is not in shareholders' best interests from a financial perspective. Specifically, staggered boards provide a potent antitakeover defense, particularly when coupled with a poison pill, by forcing unsolicited bidders to win two board elections in order to gain control of the company. A 2002 study by three academics covering hostile bids between 1996 and 2000 showed that classified boards nearly doubled the odds of a target remaining independent. However, the findings revealed that a staggered board structure did not provide any countervailing benefits in terms of higher acquisition premiums. In fact, for the period covered, it resulted in the loss of $8.3 billion for target shareholders by impeding value-creating transactions without any offsetting increases in alternative transaction or stand-alone target returns. Similarly, a 2001 study found that over the period 1990 to 1999, firms with weak shareholder rights, including classified board structures, exhibited lower net profit margins and sales growth and made more capital expenditures and acquisitions than firms with a high degree of shareholder rights. The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 05/31/06 - APlacer Sierra Bancshares *PLSB* 726079106 04/05/06 267 1 Issue Shares in Connection with an Acquisition For For Mgmt Based on the sensible strategic rationale of the merger combination, we believe that the merger agreement and the related issuance of common stock warrants shareholder support. 2 Elect Directors For For Mgmt 3 Establish Range For Board Size For For Mgmt 4 Ratify Auditors For For Mgmt 5 Adjourn Meeting For For Mgmt Where ISS is supportive of the underlying merger proposal, we are supportive of a narrowly-tailored adjournment proposal that seeks adjournment solely to solicit additional proxies to approve the transaction. 07/21/05 - APlantronics, Inc. *PLT* 727493108 05/25/05 833 1 Elect Directors For For Mgmt 1.1 Elect Director Marv Tseu --- For We recommend a vote FOR the directors 1.2 Elect Director Ken Kannappan --- For 1.3 Elect Director Gregg Hammann --- For 1.4 Elect Director Marshall Mohr --- For 1.5 Elect Director Trude Taylor --- For 1.6 Elect Director Roger Wery --- For 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 11.93 percent is within the allowable cap for this company of 18.13 percent. Additionally, this plan expressly forbids repricing. On March 8, 2005, the company accelerated the vesting of certain unvested and 'out-of-the-money' stock options outstanding under the company's stock plans that have exercise prices per share of $38.19 or higher. Options to purchase approximately 1.5 million shares of the company's common stock became fully vested and exercisable immediately. In addition, in order to prevent unintended personal benefits to executive officers and directors, restrictions will be imposed on any shares received through the exercise of accelerated options held by those individuals. Those restrictions will prevent the sale of any shares received from the exercise of an accelerated option prior to the earlier of the original vesting date of the option or the individual's termination of employment. While this action is not against the rules, ISS does note that it is a way to avoid an earnings charge that might otherwise be quite large. 3 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 4 Ratify Auditors For For Mgmt 04/25/06 - APNC Financial Services Group, Inc. *PNC* 693475105 02/28/06 4,570 1 Elect Directors For For Mgmt 1.1 Elect Director Mr. Chellgren --- For We recommend a vote FOR the directors. 1.2 Elect Director Mr. Clay --- For 1.3 Elect Director Mr. Cooper --- For 1.4 Elect Director Mr. Davidson --- For 1.5 Elect Director Ms. James --- For 1.6 Elect Director Mr. Kelson --- For 1.7 Elect Director Mr. Lindsay --- For 1.8 Elect Director Mr. Massaro --- For 1.9 Elect Director Mr. O'Brien --- For 1.10 Elect Director Ms. Pepper --- For 1.11 Elect Director Mr. Rohr --- For 1.12 Elect Director Ms. Steffes --- For 1.13 Elect Director Mr. Strigl --- For 1.14 Elect Director Mr. Thieke --- For 1.15 Elect Director Mr. Usher --- For 1.16 Elect Director Mr. Walls --- For 1.17 Elect Director Mr. Wehmeier --- For 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.28 percent is within the allowable cap for this company of 7.48 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 04/25/06 - APNC Financial Services Group, Inc. *PNC* 693475RKH 02/28/06 400 1 Elect Directors For For Mgmt 1.1 Elect Director Mr. Chellgren --- For We recommend a vote FOR the directors. 1.2 Elect Director Mr. Clay --- For 1.3 Elect Director Mr. Cooper --- For 1.4 Elect Director Mr. Davidson --- For 1.5 Elect Director Ms. James --- For 1.6 Elect Director Mr. Kelson --- For 1.7 Elect Director Mr. Lindsay --- For 1.8 Elect Director Mr. Massaro --- For 1.9 Elect Director Mr. O'Brien --- For 1.10 Elect Director Ms. Pepper --- For 1.11 Elect Director Mr. Rohr --- For 1.12 Elect Director Ms. Steffes --- For 1.13 Elect Director Mr. Strigl --- For 1.14 Elect Director Mr. Thieke --- For 1.15 Elect Director Mr. Usher --- For 1.16 Elect Director Mr. Walls --- For 1.17 Elect Director Mr. Wehmeier --- For 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.28 percent is within the allowable cap for this company of 7.48 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 05/16/06 - APNM Resources Inc *PNM* 69349H107 03/27/06 260 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 04/25/06 - APogo Producing Co. *PPP* 730448107 03/10/06 673 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 08/11/05 - APolo Ralph Lauren Corp. *RL* 731572103 06/27/05 1,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/06 - APolycom, Inc. *PLCM* 73172K104 04/05/06 2,023 1 Elect Directors For For Mgmt 1.1 Elect Director Robert C. Hagerty --- For We recommend a vote FOR the directors. 1.2 Elect Director Michael R. Kourey --- For 1.3 Elect Director Betsy S. Atkins --- For 1.4 Elect Director John Seely Brown --- For 1.5 Elect Director David G. DeWalt --- For 1.6 Elect Director Durk I. Jager --- For 1.7 Elect Director John A. Kelley, Jr. --- For 1.8 Elect Director Stanley J. Meresman --- For 1.9 Elect Director William A. Owens --- For 1.10 Elect Director Kevin T. Parker --- For 1.11 Elect Director Thomas G. Stemberg --- For 2 Ratify Auditors For For Mgmt 09/23/05 - APolymedica Corp. *PLMD* 731738100 07/27/05 1,134 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 11.39 percent is within the allowable cap for this company of 12.81 percent. Additionally, this plan expressly forbids repricing. More than one quarter of the total shares granted in the last fiscal year were made to current and former top five executives. 3 Ratify Auditors For For Mgmt 06/09/06 - APortalPlayer Inc *PLAY* 736187204 04/21/06 499 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard L. Sanquini --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Richard L. Sanquini. We recommend that shareholders WITHHOLD votes from Richard L. Sanquini for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Gary Johnson --- For 1.3 Elect Director William J. Dally --- For 1.4 Elect Director Henry T. DeNero --- For 1.5 Elect Director Robert A. Gunst --- For 1.6 Elect Director Tomas Isaksson --- For 1.7 Elect Director Shahan D. Soghikian --- For 1.8 Elect Director James L. Whims --- For 2 Ratify Auditors For For Mgmt 02/24/06 - APOSCO (formerly Pohang Iron & Steel) 693483109 12/29/05 797 Meeting for Holders of ADRs 1 APPROVAL OF BALANCE SHEET, INCOME STATEMENT, AND THE For For Mgmt STATEMENT OF APPROPRIATION OF RETAINED EARNINGS FOR THE 38TH FISCAL YEAR 2 PARTIAL AMENDMENTS TO ARTICLES OF INCORPORATION For For Mgmt 3 ELECTION OF OUTSIDE DIRECTOR: PARK, YOUNG-JU For For Mgmt 4 ELECTION OF OUTSIDE DIRECTOR: HUH, SUNG-KWAN For For Mgmt 5 ELECTION OF OUTSIDE DIRECTOR AS AUDIT COMMITTEE MEMBER: For For Mgmt SUH, YOON-SUK 6 ELECTION OF STANDING DIRECTOR: CHO, SOUNG-SIK For For Mgmt 7 ELECTION OF STANDING DIRECTOR: LEE, DONG-HEE For For Mgmt 8 APPROVAL OF LIMITS OF TOTAL REMUNERATION FOR DIRECTORS For For Mgmt 9 WAIVER OF CLAIM FOR OVERPAID EMPLOYMENT BENEFIT For For Mgmt 06/12/06 - APRA International Inc *PRAI* 69353C101 04/14/06 399 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 08/17/05 - APrecision Castparts Corp. *PCP* 740189105 06/24/05 1,330 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 08/30/05 - SPremcor Inc 74045Q104 07/08/05 790 1 Approve Merger Agreement For For Mgmt Based on our review of the terms of the transaction and the factors described above, in particular the reasonable premium, we believe that the merger agreement warrants shareholder support. 2 Adjourn Meeting For For Mgmt Where ISS is supportive of the underlying merger proposal, we are supportive of a narrowly-tailored adjournment proposal that seeks adjournment solely to solicit additional proxies to approve the underlying transaction. 05/03/06 - APREMIERE GLOBAL SVCS INC *PGI* 740585104 03/01/06 3,996 1 Elect Directors For For Mgmt 08/31/05 - SProvidian Financial Corp. 74406A102 08/01/05 10,487 1 Approve Merger Agreement For For Mgmt Conclusion Based on our review of the terms of the transaction and the factors described above, in particular the premium to receivables, we believe that the merger agreement warrants shareholder support. While we recognize that the offer value may not be the maximum price that could have been achieved, we do believe that the offer value falls within an appropriate range. We note that the company did not conduct an auction for the company, and that some potential concerns were raised by some of management's comments in our meeting with them. Nevertheless, while we have acknowledged the viewpoint expressed by Putnam in their public announcements, there is insufficient consensus surrounding Providian's long-term earnings potential that would warrant a higher valuation and voting against this transaction. 2 Adjourn Meeting For For Mgmt Given the narrow scope of this proposal, and our support for this transaction, we recommend that shareholders support this proposal. 05/09/06 - APrudential Financial Inc *PRU* 744320102 03/10/06 5,705 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Eliminate or Restrict Severance Agreements Against For ShrHoldr (Change-in-Control) In conclusion, we believe that the cap suggested by the proponent of 2.99 times base salary and bonus is widely considered as the standard threshold level of severance payments for senior executives that should be subject to a shareholder vote. The definition of severance benefits also includes the value of accelerated equity, which often contributes to a significant portion of severance payments. Additionally, since the proponent's proposal does not require that shareholder approval be obtained prior to the drafting of severance agreements, we do not believe that adoption of this proposal would unduly hinder the company's ability to negotiate such agreements with potential executives. ISS believes that shareholders should have a voice in lucrative good-bye packages. 05/11/06 - APulte Homes Inc. *PHM* 745867101 03/14/06 3,717 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 4 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 5 Provide for Cumulative Voting Against For ShrHoldr In this case, the company fails to include all of the aforementioned corporate governance and performance criteria. Specifically, the board has a classified structure. Accordingly, the proposal warrants shareholder support. 6 Performance-Based Equity Awards Against For ShrHoldr In this case, Pulte grants time-vested restricted stock and standard stock options to its named executive officers. These awards are not considered performance-based awards under ISS' policies. A rise in the stock market can provide automatic gains without the executives exhibiting any demonstrated effort. Therefore, ISS believes that proposal warrants shareholder support. 03/07/06 - AQUALCOMM Inc. *QCOM* 747525103 01/06/06 4,312 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Richard C. Atkinson --- Withhold We recommend withholding votes from all nominees. We recommend shareholders WITHHOLD votes from Richard C. Atkinson, Diana Lady Dougan, Peter M. Sacerdote, and Marc I. Stern for extending the term of the company's poison pill without shareholder approval. 1.2 Elect Director Diana Lady Dougan --- Withhold 1.3 Elect Director Peter M. Sacerdote --- Withhold 1.4 Elect Director Marc I. Stern --- Withhold 2 Declassify the Board and Eliminate Cumulative Voting For For Mgmt On a standalone basis, ISS would: (a) recommend shareholders support the proposal to declassify the board; and (b) recommend shareholders vote against the proposal to eliminate cumulative voting. On balance, however, ISS considers the bundled proposal to be beneficial to shareholders. In a case where the certificate currently provides for cumulative voting, ISS does not believe it is necessary to remove the provision. However, we feel that the ability to elect directors is the single most important use of the shareholder franchise. ISS believes that all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. As such, we recommend a vote FOR this proposal. 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 8.69 percent is within the allowable cap for this company of 12.43 percent. Additionally, this plan expressly forbids repricing. 4 Ratify Auditors For For Mgmt 5 Adjourn Meeting For Against Mgmt Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 02/23/06 - AQuanex Corp. *NX* 747620102 01/05/06 488 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.69 percent is within the allowable cap for this company of 13.88 percent. Additionally, this plan expressly forbids repricing. 3 Approve Omnibus Stock Plan For For Mgmt The performance criteria included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Approve Omnibus Stock Plan For For Mgmt The performance criteria included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 08/02/05 - AQuest Software, Inc. *QSFT* 74834T103 06/08/05 3,877 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Ratify Auditors For For Mgmt 05/16/06 - AQuestar Corp. *STR* 748356102 03/20/06 2,049 1 Elect Directors For For Mgmt 05/24/06 - AQwest Communications International Inc. *Q* 749121109 03/27/06 7,010 1 Elect Directors For Split Mgmt 1.1 Elect Director Linda G. Alvarado --- For We recommend a vote FOR the directors with the exception of independent outsider R. David Hoover. We recommend that shareholders WITHHOLD votes from R. David Hoover for sitting on more than three boards. 1.2 Elect Director Charles L. Biggs --- For 1.3 Elect Director R. David Hoover --- Withhold 1.4 Elect Director Patrick J. Martin --- For 1.5 Elect Director Caroline Matthews --- For 1.6 Elect Director Wayne W. Murdy --- For 1.7 Elect Director Richard C. Notebaert --- For 1.8 Elect Director Frank P. Popoff --- For 1.9 Elect Director James A. Unruh --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 2.43 percent is within the allowable cap for this company of 5.65 percent. 4 Claw-back of Payments under Restatements Against For ShrHoldr In evaluating shareholder clawback proposals, ISS considers if the company has adopted a formal clawback policy and/or if the company has chronic restatement history or material financial problems. In this case, Qwest has adopted a policy to recover performance-based compensation if the board determines a senior executive officer was improperly compensated as a result of future substantial restatement of previously issued financial statements and it is in the best interests of the company. The current policy also provides the board the discretion to consider additional factors in its evaluation to seek recovery of certain performance-based compensation. As noted by the proponent, Qwest had a substantial restatement due to fraudulent practices in the past and had paid $250 million to settle SEC charges. Although the company has adopted a formal policy to recover certain performance-based compensation, ISS believes the policy provides the board wide discretion. In light of the company's historical material restatements due to fraudulent practices, ISS believes shareholder support continues to be warranted in this case. 5 Submit Supplemental Executive Retirement Plans to Against For ShrHoldr Shareholder vote Because the SERP confers extraordinary benefits not included in employee-wide plans, we believe that the proposal warrants shareholder support. Further, the board is able to implement this policy in a manner that does not violate any existing employment agreement or vested pension benefit. 6 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system gives full effect to the shareholder franchise. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 7 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 05/25/06 - AR. R. Donnelley & Sons Co. *RRD* 257867101 04/01/06 3,710 1 Elect Directors For Split Mgmt 1.1 Elect Director Thomas S. Johnson --- For We recommend a vote FOR the directors with the exception of independent outsider Norman H. Wesley. We recommend that shareholders WITHHOLD votes from Norman H. Wesley for sitting on more than three boards. 1.2 Elect Director John C. Pope --- For 1.3 Elect Director Lionel H. Schipper, C.M. --- For 1.4 Elect Director Norman H. Wesley --- Withhold 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr 01/25/06 - SR.H. Donnelley Corp. *RHD* 74955W307 12/19/05 682 1 Approve Merger Agreement For For Mgmt Other Terms: RHD has agreed to repurchase the remaining outstanding convertible preferred stock issued upon completion of the Sprint Publishing and Advertising acquisition in January 2003 and held by investment partnerships affiliated with The Goldman Sachs Group, Inc. for approximately $337 million including accrued dividends. The preferred shares were convertible into approximately 5.2 million RHD common shares as of Sep. 30, 2005. Rationale: This is a horizontal merger of two companies in similar lines of business. Given the continuing consolidation and the increased competition in the directory advertising and local online search industry, Dex Media and R.H. Donnelly both need scale to be able to compete with various competitors in this industry. The deal would not only allow both companies an opportunity to achieve this common goal, but also become the third largest publisher of phone directories in the United States. Through this consolidation both companies are seeking to boost their market share, bolster their strategic positioning, and increase financial and strategic flexibility. Reasons for the merger: The board believes that this merger has a clear and compelling strategic rationale for Donnelly, with clear benefits for the shareholders of the enlarged group. Hence, in reaching its decision to approve the merger agreement, the board considered the following factors: --the absence of a superior alternative comparable to the merger and the fact that the merger will serve to broaden the various strategic options available to Donnelley, including acquiring or combining with other companies or engaging in new joint ventures or strategic alliances; --Increased Size and Scale: The combined company will operate across 28 states with over 600 directories having a total circulation of approximately 73 million, serving over 600,000 local and national advertisers. As a result, the combined company will be the third largest print directory publisher in the States. --Complementary Strengths: The merger will combine Donnelley's sales, in-field marketing and operational execution and expertise, as well as the strength of its senior management team, with Dex Media's product innovation and marketing expertise, particularly in online services. The complementary skill sets and perspectives of the two companies' management teams will result in a combined company management team that has significantly more breadth and depth than the two companies have on a stand-alone basis. --Strategic Positioning: The proposed merger is expected to significantly bolster the strategic positioning of Donnelley's online strategy in both the short and long term. The companies believe that Dex Media already has strong momentum in online local commercial search and an ability to achieve high traffic/usage in its directory coverage areas that can be extended to Donnelley's current directory coverage areas. --Increased Financial and Strategic Flexibility: The companies believe that, because of its increased size and economies of scale, the combined company will have greater financial flexibility, particularly after the debt incurred in connection with the transaction has been reduced, greater liquidity in the market for its securities and the ability to respond to competitive pressures and successfully pursue future transactions necessary to remain competitive. Conclusion: We believe that this merger would benefit Donnelly and its shareholders. While Donnelly and Dex Media are both strong companies independently, a combination of the two would yield a combined entity with greater potential for profitability due to the companies' complementary strengths. A reduction of costs could be expected as a result of combined technologies, purchasing, and distribution, and a merger would also help the company to maintain a strong position in the long run. Based on our review of the terms of the transaction and the factors described above, specifically the sensible strategic rationale, we believe the acquisition warrants shareholder support.. 2 Adjourn Meeting For For Mgmt Given our support for the merger agreement, we recommend a vote in favor of this narrowly-crafted proposal. 05/09/06 - ARadian Group Inc. *RDN* 750236101 03/14/06 620 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.27 percent is within the allowable cap for this company of 7.96 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 06/14/06 - ARamco-Gershenson Properties Trust *RPT* 751452202 04/18/06 225 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/03/06 - ARaytheon Co. *RTN* 755111507 03/09/06 1,370 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 5 Provide for Cumulative Voting Against For ShrHoldr In this case, the company fails to include all of the aforementioned corporate governance and performance criteria. Specifically, shareholders may not act by written consent and may not call special meetings. Accordingly, the proposal warrants shareholder support. 6 Submit Supplemental Executive Retirement Plans to Against For ShrHoldr Shareholder vote Because the SERP confers extraordinary benefits not included in employee-wide plans, we believe that the proposal warrants shareholder support. Further, the board is able to implement this policy in a manner that does not violate any existing employment agreement or vested pension benefit. 7 Separate Chairman and CEO Positions Against For ShrHoldr While the duties of the lead director have been detailed in the company's proxy statement as well as the Governance Principles document on the company's website web, the duties fail to include all of the aforementioned criteria. Specifically, it is not mentioned if the lead director approves information sent to the board, approves meeting agendas for the board, has the authority to call meetings of the independent directors and if requested by major shareholders, ensures that he is available for consultation and direct communication. We believe that the company's governance structure currently does not provide a satisfactory balance to a unified chairman and CEO / president position. 05/05/06 - ARC2 CORP *RCRC* 749388104 03/20/06 486 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert E. Dods --- Withhold We recommend a vote FOR the directors with the exception of insiders Richard E. Rothkopf and Curtis W. Stoelting, and affiliated outsiders Paul E. Purcell, Peter K.K. Chung, Boyd L. Meyer, and Robert E. Dods. We recommend that shareholders WITHHOLD votes from Richard E. Rothkopf, Paul E. Purcell, Curtis W. Stoelting, Peter K.K. Chung, Boyd L. Meyer, and Robert E. Dods for failure to establish a majority independent board. 1.2 Elect Director Boyd L. Meyer --- Withhold 1.3 Elect Director Peter K.K. Chung --- Withhold 1.4 Elect Director Curtis W. Stoelting --- Withhold 1.5 Elect Director John S. Bakalar --- For 1.6 Elect Director John J. Vosicky --- For 1.7 Elect Director Paul E. Purcell --- Withhold 1.8 Elect Director Daniel M. Wright --- For 1.9 Elect Director Thomas M. Collinger --- For 1.10 Elect Director Richard E. Rothkopf --- Withhold 1.11 Elect Director M.J. Merriman, Jr. --- For 05/19/06 - ARent-A-Center, Inc. *RCII* 76009N100 03/24/06 1,253 1 Elect Directors For For Mgmt 1.1 Elect Director J.V. Lentell --- For We recommend that shareholders vote FOR all directors. 1.2 Elect Director Michael J. Gade --- For 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.57 percent is within the allowable cap for this company of 9.97 percent. Additionally, this plan expressly forbids repricing. 06/16/06 - ARepsol Ypf SA (Formerly Repsol, S.A.) 76026T205 05/18/06 1,300 Meeting for Holders of ADRs 1 REVIEW AND APPROVAL, IF APPROPRIATE, OF THE ANNUAL For For Mgmt FINANCIAL STATEMENTS (BALANCE SHEET, PROFIT AND LOSS ACCOUNT AND THE ANNUAL REPORT) AND THE MANAGEMENT REPORT OF REPSOL YPF, S.A. 2 AMENDMENT OF ARTICLES 19 ( CALL OF THE GENERAL MEETING For For Mgmt ) AND 20 ( POWER AND OBLIGATION TO CALL ) OF THE ARTICLES OF ASSOCIATION. 3 AMENDMENT OF ARTICLE 5 ( NOTICE OF CALL ) OF THE For For Mgmt REGULATIONS OF THE GENERAL SHAREHOLDERS MEETING. 4 RATIFICATION AND APPOINTMENT AS DIRECTOR OF MRS. For For Mgmt PAULINA BEATO BLANCO. 5 RATIFICATION AND APPOINTMENT AS DIRECTOR OF MR. HENRI For For Mgmt PHILIPPE REICHSTUL. 6 APPOINTMENT, RATIFICATION OR RE-ELECTION OF OTHER For Against Mgmt DIRECTORS. Because we believe that market-leading MSCI EAFE index companies should be held to the highest disclosure standards, we recommend that shareholders vote against director nominees in routine elections when such a company fails to provide the names of candidates in their proxy materials or on their Web site. 7 Ratify Auditors For For Mgmt 8 AUTHORIZATION TO THE BOARD OF DIRECTORS FOR THE For For Mgmt DERIVATIVE ACQUISITION OF SHARES OF REPSOL YPF, S.A. 9 DELEGATION TO THE BOARD OF DIRECTORS OF THE POWER TO For For Mgmt ISSUE FIXED RATE SECURITIES, CONVERTIBLE OR EXCHANGEABLE BY SHARES OF THE COMPANY. 10 DELEGATION OF POWERS TO SUPPLEMENT, DEVELOP, EXECUTE, For For Mgmt RECTIFY OR FORMALIZE THE RESOLUTIONS. 11/15/05 - ARespironics, Inc. *RESP* 761230101 10/03/05 1,714 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.15 percent is within the allowable cap for this company of 11.82 percent. In 2005, the company granted in excess of 25 percent of its total equity awards to its top five named executive officers. 05/03/06 - AReynolds American Inc *RAI* 761713106 03/06/06 1,360 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Conduct Study on Youth Smoking Against Against ShrHoldr ISS generally supports information that increases shareholder awareness of potential risks and opportunities associated with their investment; however, this disclosure should be balanced with the cost associated with gathering and publishing the data, the level of existing information available, and the feasibility of complying with the structure of the proposal. In light of the potentially negative impact that the branding and marketing of flavored cigarettes may have at the company and other tobacco companies, we believe that this issue warrants close attention by the company's board of directors. That said, ISS is concerned with the structure of this resolution, specifically the aspect requesting that the company cease research, development, and marketing of a specific product line. While we note that the company's line of flavored tobacco products does not appear to comprise a large portion of its overall revenues, such decisions could have a negative impact on shareholder value. As such, we do not recommend shareholder support for this resolution. 4 Support Legislation to Reduce Smoking Against Against ShrHoldr Generally speaking, ISS believes that public agencies are the appropriate forum for discussion on tax policies or regulations regarding public smoking. Furthermore, ISS is concerned that taking active positions to support certain issues related to smoking may have a negative impact on the company's business, and questions the short-term and long-term impact on shareholder value that may result from compliance with this proposal. As such, we do not recommend shareholder support for the resolution. 05/02/06 - ARobert Half International Inc. *RHI* 770323103 03/10/06 1,520 1 Elect Directors For For Mgmt 2 Ratify Auditor For For Mgmt 3 Prohibit Discrimination Based on Sexual Orientation Against Against ShrHoldr In this case, we note that the company has stated that it includes reference to non-discrimination based on sexual orientation in its employee handbook. Additionally, research by HRC, an advocacy group for Gay, Lesbian, Bisexual, and Transgender rights, states that Robert Half offers health insurance to domestic partners. As such, while the company does not specifically address the topic of gender identity, it would appear that it has substantially adopted an EEO policy that includes reference to sexual orientation, and implemented a domestic partner benefits policy. Therefore, while Robert Half could improve disclosure on its policies related to non-discrimination, ISS believes that the company has taken appropriate measures to ensure that its EEO policy includes reference to discrimination based on sexual orientation. As such, we do not believe that shareholder support for this resolution is warranted. 05/01/06 - ARohm and Haas Co. *ROH* 775371107 03/03/06 3,458 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/28/06 - ARowan Companies, Inc. *RDC* 779382100 03/01/06 3,820 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 02/15/06 - SRudolph Technologies, Inc. *RTEC* 781270103 01/05/06 591 1 Issue Shares in Connection with an Acquisition For For Mgmt Termination of Nanometrics and August Merger Agreement/Adoption of Shareholder Rights Plan by August On Jan. 21, 2005, Nanometrics and August publicly announced the execution of a merger agreement providing for the acquisition of August by Nanometrics. Pursuant to this transaction, August shareholders would have received 0.6401 shares of Nanometrics per August common share. Based on Nanometrics' stock price of $13.10 on Jan. 20, 2005, the stock offer was valued at approximately $8.39 per August share, or a 8.3 percent discount. The market reacted negatively to the public announcement of the transaction as August's shares dropped 12.7 percent as of the close of trading on Jan. 21, 2005. On June 28, 2005, Nanometrics and August terminated the merger agreement and August paid a termination fee of $8.3 million. On the same date, August announced the adoption of a poison pill with a ten percent trigger. Rudolph Bid In the evening of Jan. 27, 2005, Rudolph publicly announced that it had made an offer to acquire August in a cash and stock transaction valued at approximately $10.50 per August share. Based on August's closing stock price of $8.10 on Jan. 27, 2005, Rudolph's offer represented a 30.0 percent premium. Note the positive market reaction as August's stock gained 18.0 percent as of the close of trading on Jan. 27, 2005 closing at $9.55. Based on August's closing stock price of $9.15 on Jan. 20, 2005, the Rudolph bid represented a 14.8 percent premium. On June 28, 2005, August publicly announced: (1) the execution of a merger agreement with Rudolph, (2) the termination of the Nanometrics merger agreement, and (3) the adoption of a poison pill with a ten percent trigger. KLA-Tencor Competing Bid In the evening of Feb. 9, 2005, KLA-Tencor publicly announced a $11.50 all cash offer for August. Based on August's closing stock price of $10.19 on Feb. 9, 2005, the KLA-Tencor bid represented a 12.9 percent premium. Note the positive market reaction as August shares gained 15.3 percent as of the close of trading on Feb. 10, 2005. Based on August's closing stock price of $9.15 on Jan. 20, 2005, the KLA-Tencor bid represented a 25.7 percent premium. On Jan. 23, 2006, KLA-Tencor withdrew its offer to acquire August after it failed to sign a confidentiality agreement. August states that each of the six potential strategic business combination partners considered by its board was approximately the same size as August. August's board observed that smaller companies in the semiconductor capital equipment industry generally traded at lower valuation multiples, including the ratio of enterprise value to revenues, than larger companies such as KLA and believed that this difference was due in part to the inability of smaller companies to achieve efficiencies of scale in a global marketplace, their need to spend a larger percentage of revenues on research and development to keep pace with technological developments, and the competitive disadvantage of offering a narrower range of products than larger competitors. Based on these considerations, August's board concluded that by combining its business with a similarly sized strategic partner in a stock transaction, it could address these disadvantages and achieve a higher valuation multiple that would produce greater long-term value for shareholders. In order to implement this strategy, August's board sought to structure a transaction that would allow August shareholders to continue to own an equity interest in, and participate in the growth of, a combined company. Accordingly, KLA was not one of the strategic business combination partners considered by August's board because its larger size and higher trading multiple did not offer the same growth potential. Reasons for Rudolph/August Transaction The Rudolph board states as reasons for the merger, among others: (1) Rudolph's ability to expand its product and service offerings following the merger, (2) the ability of the combined company to better compete with other participants in the semiconductor capital equipment industry, (3) Rudolph's ability to expand its customer base following the merger, and (4) the operating efficiencies, synergies and earning power of the combined company. Based on our review of the terms of the transaction and the factors described above, specifically the sensible strategic rationale and positive market reaction, we believe that the merger agreement warrants shareholder support. 2 Amend Omnibus Stock Plan For Against Mgmt V. Vote Recommendation Although the total cost of the company's plans of 16.34 percent is within the allowable cap for this company of 19.98 percent, the plan allows repricing of underwater stock options via cancellation and regrant without shareholder approval, which we believe reduces the incentive value of the plan. 3 Adjourn Meeting For Against Mgmt Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 05/10/06 - ARUTHS CHRIS STEAK HSE INC *RUTH* 783332109 04/06/06 765 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/05/06 - ARyder System, Inc. *R* 783549108 03/10/06 306 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 07/28/05 - ASABMILLER PLC (formerly South African 78572M105 06/22/05 2,005 Breweries Ltd.) Meeting for Holders of ADRs 1 TO RECEIVE AND ADOPT THE FINANCIAL STATEMENTS TOGETHER For For Mgmt WITH THE REPORTS OF THE DIRECTORS AND AUDITORS THEREON. 2 TO APPROVE THE DIRECTORS REMUNERATION REPORT CONTAINED For For Mgmt IN THE ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2005. 3 TO ELECT MR J A MANZONI AS A DIRECTOR OF THE COMPANY. For For Mgmt 4 TO RE-ELECT MR M C RAMAPHOSA AS A DIRECTOR OF THE For For Mgmt COMPANY. 5 TO RE-ELECT MR E A G MACKAY AS A DIRECTOR OF THE For For Mgmt COMPANY. 6 TO DECLARE A FINAL DIVIDEND OF 26 US CENTS PER SHARE. For For Mgmt 7 Ratify Auditors For For Mgmt 8 TO AUTHORISE THE DIRECTORS TO FIX THE REMUNERATION OF For For Mgmt THE AUDITORS. 9 TO GIVE A GENERAL POWER AND AUTHORITY TO THE DIRECTORS For For Mgmt TO ALLOT RELEVANT SECURITIES. 10 TO GIVE A GENERAL POWER AND AUTHORITY TO THE DIRECTORS For For Mgmt TO ALLOT ORDINARY SHARES FOR CASH. 11 TO GIVE A GENERAL AUTHORITY TO THE DIRECTORS TO MAKE For For Mgmt MARKET PURCHASES OF ORDINARY SHARES IN THE CAPITAL OF THE COMPANY. 12 TO APPROVE THE CONTINGENT PURCHASE CONTRACT. For For Mgmt 05/03/06 - ASAFECO Corp. *SAFC* 786429100 03/06/06 2,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 07/14/05 - ASalesforce.com, Inc. *CRM* 79466L302 05/17/05 754 1 Elect Directors For For Mgmt 1.1 Elect Director Marc Benioff --- For We recommend a vote FOR the directors. 1.2 Elect Director Alan Hassenfeld --- For 2 Ratify Auditors For For Mgmt 09/30/05 - SSalix Pharmaceuticals Ltd *SLXP* 795435106 08/23/05 528 1 Issue Shares in Connection with an Acquisition For For Mgmt The board states as reasons for the merger, among others: (1) creating the largest specialty pharmaceutical company focused exclusively on gastroenterology, the merger represents a combination of assets with a strategic fit that should accelerate both companies' strategic initiatives, driving profitable growth and building long-term value, (2) the merger is expected to be neutral in 2006 and accretive thereafter, in terms of GAAP EPS, (3) the addition of the existing and growing revenue from InKine's products, particularly Visicol, along with potential future revenue from INKP-102, if approved, will diversify and strengthen Salix's revenue base, thereby reducing the business risk of being heavily dependent on a limited number of products. Based on our review of the terms of the transaction and the factors described above, specifically the sensible strategic rationale and positive market reaction, we believe that the merger agreement warrants shareholder support. 05/25/06 - ASandisk Corp. *SNDK* 80004C101 03/28/06 2,265 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 11.98 percent is within the allowable cap for this company of 12.52 percent. Additionally, this plan expressly forbids repricing. 3 Increase Authorized Common Stock For For Mgmt The requested increase of 400,000,000 shares is below the allowable threshold of 600,000,000 shares. 4 Ratify Auditors For For Mgmt 05/31/06 - ASanofi-Aventis (Formerly Sanofi-Synthelabo 80105N105 04/24/06 1,649 ) Meeting for Holders of ADRs 1 APPROVAL OF THE INDIVIDUAL COMPANY FINANCIAL STATEMENTS For For Mgmt FOR THE YEAR ENDED DECEMBER 31, 2005 2 APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR For For Mgmt THE YEAR ENDED DECEMBER 31, 2005 3 APPROPRIATION OF PROFITS; DECLARATION OF DIVIDEND For For Mgmt 4 APPROVAL OF TRANSACTIONS COVERED BY THE STATUTORY For For Mgmt AUDITORS SPECIAL REPORT PREPARED IN ACCORDANCE WITH ARTICLE L.225-40 OF THE COMMERCIAL CODE 5 REAPPOINTMENT OF A DIRECTOR For For Mgmt 6 APPOINTMENT OF A DIRECTOR For For Mgmt 7 Ratify Auditors For For Mgmt 8 Ratify Auditors For For Mgmt 9 DIRECTORS ATTENDANCE FEES For For Mgmt 10 AUTHORIZATION TO THE BOARD OF DIRECTORS TO CARRY OUT For For Mgmt TRANSACTIONS IN SHARES ISSUED BY THE COMPANY 11 REVIEW AND APPROVAL OF THE MERGER OF RHONE COOPER INTO For Against Mgmt SANOFI-AVENTIS - APPROVAL OF THE CONSIDERATION FOR THE MERGER AND OF THE RESULTING CAPITAL INCREASE Considering these shortcomings, we recommend shareholders vote against this item. 12 APPROPRIATION OF MERGER PREMIUM For Against Mgmt Considering our vote against Item 11, we recommend a vote against this item as well. 13 FORMAL RECORDING OF FINAL COMPLETION OF THE MERGER ON For Against Mgmt 31, 2006 AND OF THE RESULTING CAPITAL INCREASE Considering our vote against Item 11, we recommend a vote against this item as well. 14 AMENDMENT TO ARTICLE 6 OF THE BYLAWS AFTER THE CAPITAL For Against Mgmt INCREASE However, given that we did not support the item treating the merger, we recommend shareholders vote against this item as well. 15 AMENDMENT TO ARTICLES 12 AND 16 OF THE BYLAWS For For Mgmt 16 POWERS For For Mgmt 05/09/06 - ASAP AG 803054204 03/24/06 1,425 Meeting for Holders of ADRs 1 RESOLUTION ON THE APPROPRIATION OF THE RETAINED For For Mgmt EARNINGS OF THE FISCAL YEAR 2005 2 RESOLUTION ON THE FORMAL APPROVAL OF THE ACTS OF THE For For Mgmt EXECUTIVE BOARD IN THE FISCAL YEAR 2005 3 RESOLUTION ON THE FORMAL APPROVAL OF THE ACTS OF THE For For Mgmt SUPERVISORY BOARD IN THE FISCAL YEAR 2005 4 Ratify Auditors For For Mgmt 5 RESOLUTION ON A CAPITAL INCREASE FROM COMPANY FUNDS BY For For Mgmt THREE TIMES THE AMOUNT OF THE EXISTING CAPITAL STOCK BY VERTING PARTIAL AMOUNTS OF THE CAPITAL RESERVES 6 RESOLUTION ON THE IMPLEMENTATION OF THE CAPITAL For For Mgmt INCREASE FROM COMPANY FUNDS BY THREE TIMES THE AMOUNT OF THE EXISTING CAPITAL STOCK BY CONVERTING PARTIAL AMOUNTS OF THE CAPITAL RESERVES 7 RESOLUTION ON A CHANGE IN THE REMUNERATION OF THE For For Mgmt MEMBERS OF THE SUPERVISORY BOARD AND ON A CORRESPONDING AMENDMENT OF THE ARTICLES OF ASSOCIATION 8 RESOLUTION ON THE CREATION OF A NEW AUTHORIZED CAPITAL For For Mgmt LA AGAINST CONTRIBUTIONS IN CASH WITH THE OPTION TO EXCLUDE THE SHAREHOLDERS SUBSCRIPTION RIGHTS 9 RESOLUTION ON THE CREATION OF A NEW AUTHORIZED CAPITAL For For Mgmt LLA AGAINST CONTRIBUTIONS IN CASH OR IN KIND WITH THE OPTION TO EXCLUDE THE SHAREHOLDERS SUBSCRIPTION RIGHTS 10 RESOLUTION ON THE AUTHORIZATION TO USE TREASURY SHARES For For Mgmt WITH A PRO RATA AMOUNT OF CAPITAL STOCK REPRESENTED BY SUCH SHARES OF UP TO EUR 30 MILLION IN AGGREGATE 11 RESOLUTION ON AN AUTHORIZATION TO ACQUIRE ADDITIONAL For For Mgmt TREASURY SHARES WITH A PRO RATE AMOUNT OF CAPITAL STOCK REPRESENTED BY SUCH SHARES OF UP TO EUR 90 MILLION IN AGGREGATE 12 RESOLUTION ON THE AUTHORIZATION TO USE EQUITY For Against Mgmt DERIVATIVES IN CONNECTION WITH THE ACQUISITION OF TREASURY SHARES We consider that the potential risks outweigh the potential benefits under this request. Therefore, a vote against this resolution is recommended on the basis that it would allow the board to use a speculative financial instrument without sufficient safeguards. 13 RESOLUTION ON THE AUTHORIZATION TO ISSUE CONVERTIBLE For For Mgmt AND/OR WARRANT-LINKED BONDS, ON THE CANCELLATION OF THE EXISTING CONTINGENT CAPITAL IV, ON THE CREATION OF A NEW CONTINGENT CAPITAL IV 14 RESOLUTION ON AN ADDITIONAL AUTHORIZATION TO ISSUE For For Mgmt CONVERTIBLE AND/OR WARRANT-LINKED BONDS, ON THE CREATION OF A NEW CONTINGENT CAPITAL IVA 15 RESOLUTION ON THE APPROVAL OF THE CONTROL AND PROFIT For For Mgmt LOSS TRANSFER AGREEMENT BETWEEN SAP AG AND SAP STE BETEILIGUNGS- UND VERMOGENSVERWALTUNGS GMBH 16 RESOLUTION ON THE APPROVAL OF THE CONTROL AND PROFIT For For Mgmt LOSS TRANSFER AGREEMENT BETWEEN SAP AG AND SAP ITE BETEILIGUNGS- UND VERMOGENSVERWALTUNGS GMBH 05/19/06 - ASchering-Plough Corp. *SGP* 806605101 03/20/06 2,570 1 Elect Directors For For Mgmt 2 Ratify Auditor For For Mgmt 3 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 4 Approve Outside Director Stock Awards/Options in Lieu For For Mgmt of Cash We believe that the voting power dilution from this plan is reasonable. By paying directors a greater portion of their compensation in stock rather than cash, their interests may be more closely aligned with those of shareholders. 5 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 3.75 percent is within the allowable cap for this company of 10.24 percent. Additionally, this plan expressly forbids repricing. 6 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 7 Adopt Simple Majority Vote Requirement Against For ShrHoldr We support shareholder proposals seeking to eliminate supermajority vote requirements, as they could serve as entrenchment devices for management and therefore are not in the shareholders' best interest. 04/12/06 - ASchlumberger Ltd. *SLB* 806857108 03/01/06 680 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 ADOPTION AND APPROVAL OF FINANCIALS AND DIVIDENDS For For Mgmt 3 ADOPTION OF AMENDMENT TO THE ARTICLES OF INCORPORATION For For Mgmt It is recommended that shareholders vote for this proposal since its approval will enable the company to implement the proposed two-for-one stock split. 4 APPROVAL OF AMENDMENT AND RESTATEMENT OF THE For For Mgmt SCHLUMBERGER 2005 STOCK OPTION PLAN V. Vote RecommendationWe commend the company for expressly prohibiting repricing. This plan is supportable since the total cost of the company's plans of 3.81 percent is within the company-specific cap of 5 percent. 5 APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING For For Mgmt FIRM 02/02/06 - SScientific-Atlanta, Inc. 808655104 12/30/05 1,225 1 Approve Merger Agreement For For Mgmt Based on our review of the terms of the transaction and the factors described above, we believe that the merger agreement warrants shareholder support. 2 Adjourn Meeting For For Mgmt Given the narrow scope of this proposal, and our support for the merger proposal, we recommend that shareholders support this proposal. 07/22/05 - AScottish Power PLC 81013T705 06/03/05 3,670 Meeting for Holders of ADRs 1 TO RECEIVE THE ANNUAL REPORT AND ACCOUNTS FOR THE YEAR For For Mgmt ENDED MARCH 31, 2005. 2 TO APPROVE THE REMUNERATION REPORT. For For Mgmt We are not raising any major concerns in relation to remuneration at ScottishPower. 3 TO RE-ELECT CHARLES BERRY AS A DIRECTOR. For For Mgmt 4 TO RE-ELECT DONALD BRYDON AS A DIRECTOR. For For Mgmt 5 TO RE-ELECT NOLAN KARRAS AS A DIRECTOR. For For Mgmt 6 Ratify Auditors For For Mgmt 7 TO AUTHORIZE THE COMPANY TO MAKE DONATIONS TO EU For For Mgmt POLITICAL ORGANIZATIONS AND TO INCUR EU POLITICAL EXPENDITURE. 8 TO RENEW THE GENERAL AUTHORITY OF THE DIRECTORS TO For For Mgmt ALLOT SHARES. 9 TO RENEW THE AUTHORITY OF THE DIRECTORS TO DISAPPLY For For Mgmt PRE-EMPTION RIGHTS. 10 TO RENEW THE AUTHORITY OF THE COMPANY TO PURCHASE ITS For For Mgmt OWN SHARES. 11 TO ADOPT NEW ARTICLES OF ASSOCIATION. For For Mgmt 07/22/05 - SScottish Power PLC 81013T705 06/27/05 3,670 Meeting for Holders of ADRs 1 TO APPROVE THE SALE BY THE COMPANY OF ITS REGULATED US For For Mgmt BUSINESS, PACIFICORP, AS DESCRIBED IN THE CIRCULAR TO SHAREHOLDERS DATED JUNE 30, 2005. 04/24/06 - ASeaboard Corp. *SEB* 811543107 03/06/06 20 1 Elect Directors For Split Mgmt 1.1 Elect Director H. Harry Bresky --- Withhold We recommend a vote FOR the directors with the exception of insiders H. Harry Bresky and Steven J. Bresky, and affiliated outsider Joe E. Rodrigues. We recommend that shareholders WITHHOLD votes from H. Harry Bresky, Steven J. Bresky, and Joe E. Rodrigues for failure to establish a majority independent board and for failure to establish an independent nominating committee. 1.2 Elect Director David A. Adamsen --- For 1.3 Elect Director Douglas W. Baena --- For 1.4 Elect Director Steven J. Bresky --- Withhold 1.5 Elect Director Kevin M. Kennedy --- For 1.6 Elect Director Joe E. Rodrigues --- Withhold 2 Ratify Auditors For For Mgmt 3 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt Because this amendment is administrative in nature, we recommend a vote FOR this item. 4 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt Because this amendment is administrative in nature, we recommend a vote FOR this item. 5 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt Because this amendment is administrative in nature, we recommend a vote FOR this item. 6 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt Because this amendment is administrative in nature, we recommend a vote FOR this item. 7 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt Because this amendment is administrative in nature, we recommend a vote FOR this item. 8 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt Because this amendment is administrative in nature, we recommend a vote FOR this item. 9 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt Because this amendment is administrative in nature, we recommend a vote FOR this item. 10 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt Because this amendment is administrative in nature and would incorporate the amendments above, we recommend a vote FOR this item. 10/27/05 - ASeagate Technology *STX* G7945J104 09/02/05 5,820 Meeting for Holders of ADRs 1 Elect Directors For Split Mgmt 1.1 Elect Director William W. Bradley --- For We recommend that shareholders WITHHOLD votes from John W. Thompson for sitting on more than three boards, from William Watkins, Stephen Luczo, David F. Marquardt, Glenn H. Hutchins, James A. Davidson, and James G. Coulter for failure to establish a majority independent board, from David F. Marquardt for poor attendance, and from Glenn H. Hutchins, James A. Davidson and James G. Coulter for standing as affiliated outsiders on key committees. 1.2 Elect Director James G. Coulter --- Withhold 1.3 Elect Director James A. Davidson --- Withhold 1.4 Elect Director Glenn H. Hutchins --- Withhold 1.5 Elect Director Donald E. Kiernan --- For 1.6 Elect Director Stephen J. Luczo --- Withhold 1.7 Elect Director David F. Marquardt --- Withhold 1.8 Elect Director Lydia M. Marshall --- For 1.9 Elect Director Gregorio Reyes --- For 1.10 Elect Director John W. Thompson --- Withhold 1.11 Elect Director William D. Watkins --- Withhold 2 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP For For Mgmt TO SERVE AS INDEPENDENT REGISTERED ACCOUNTING FIRM OF SEAGATE TECHNOLOGY FOR THE FISCAL YEAR ENDING JUNE 30, 2006. 04/26/06 - ASelective Insurance Group, Inc. *SIGI* 816300107 03/10/06 486 1 Elect Directors For For Mgmt 2 Approve Nonqualified Employee Stock Purchase Plan For For Mgmt Agency stock purchase plans enable agencies to become shareholders, which gives them a stake in the company's growth. Stock purchase plans are beneficial only when they are well balanced and in the best interests of all shareholders. From a shareholder's perspective, the dollar limitation on purchases is reasonable and there are caps placed on the agency's stock purchases (expressed as level of written premium). ISS approve of this item because the number of share being added is relatively conservative and there are limitations on participation. 3 Ratify Auditors For For Mgmt 05/09/06 - ASenior Housing Properties Trust *SNH* 81721M109 03/16/06 1,455 1 Elect Directors For For Mgmt 05/23/06 - ASierra Health Services, Inc. *SIE* 826322109 03/27/06 822 1 Elect Directors For For Mgmt 2 Amend Non-Employee Director Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.61 percent is within the allowable cap for this company of 12.09 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 05/02/06 - ASigma-Aldrich Corp. *SIAL* 826552101 03/03/06 1,910 1 Elect Directors For For Mgmt 2 Ratify Auditor For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.75 percent is within the allowable cap for this company of 10.85 percent. Additionally, this plan expressly forbids repricing. The company's three-year average burn rate of 1.20 percent is also within the allowable industry burn rate cap of 2.11 percent. 12/14/05 - SSignet Group Plc (Formerly Ratners) 82668L872 11/18/05 2,271 Meeting for Holders of ADRs 1 TO APPROVE THE 2005 LONG TERM INCENTIVE PLAN For For Mgmt 06/09/06 - ASignet Group Plc (Formerly Ratners) 82668L872 04/21/06 2,271 Meeting for Holders of ADRs 1 TO RECEIVE THE AUDITED ACCOUNTS AND ACCOMPANYING REPORTS For For Mgmt 2 TO APPROVE THE DIRECTORS REMUNERATION REPORT For For Mgmt 3 TO DECLARE A FINAL DIVIDEND For For Mgmt 4 TO RE-ELECT BROOK LAND For For Mgmt 5 TO RE-ELECT RUSSELL WALLS For For Mgmt 6 TO ELECT MARK LIGHT For For Mgmt 7 TO ELECT MALCOLM WILLIAMSON For For Mgmt 8 Ratify Auditors For For Mgmt 9 TO AUTHORIZE THE DIRECTORS TO ALLOT SHARES For For Mgmt 10 TO DISAPPLY PRE-EMPTION RIGHTS ON SHARE ALLOTMENTS For For Mgmt 11 TO AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASE OF ITS For For Mgmt OWN SHARES 12 TO INCREASE THE MAXIMUM PERMISSIBLE LEVEL OF THE For For Mgmt AGGREGATE NON-EXECUTIVE DIRECTORS FEES 06/07/06 - ASilgan Holdings Inc. *SLGN* 827048109 04/17/06 900 1 Elect Directors For For Mgmt 2 Approve Increase in Size of Board For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Ratify Auditors For For Mgmt 05/11/06 - ASimon Property Group, Inc. *SPG* 828806109 03/09/06 2,657 1 Elect Directors For Split Mgmt 1.1 Elect Director Birch Bayh --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Birch Bayh. We recommend that shareholders WITHHOLD votes from Birch Bayh for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Melvyn E. Bergstein --- For 1.3 Elect Director Linda Walker Bynoe --- For 1.4 Elect Director Karen N. Horn, Ph.D. --- For 1.5 Elect Director Reuben S. Leibowitz --- For 1.6 Elect Director J. Albert Smith, Jr. --- For 1.7 Elect Director Pieter S. van den Berg --- For 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 2.16 percent is within the allowable cap for this company of 5.00 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 05/02/06 - ASkyWest, Inc. *SKYW* 830879102 03/17/06 1,210 1 Elect Directors For Split Mgmt 1.1 Elect Director Jerry C. Atkin --- For We recommend a vote FOR the directors with the exception of independent outsider Ian M. Cumming and affiliated outsiders Steven F. Udvar-Hazy and J. Ralph Atkin. We recommend that shareholders WITHHOLD votes from Ian M. Cumming for sitting on more than three boards, while serving as a CEO, and from Steven F. Udvar-Hazy and J. Ralph Atkin for standing as affiliated outsiders on the Compensation Committee. 1.2 Elect Director J. Ralph Atkin --- Withhold 1.3 Elect Director Ian M. Cumming --- Withhold 1.4 Elect Director Robert G. Sarver --- For 1.5 Elect Director W. Steve Albrecht --- For 1.6 Elect Director Mervyn K. Cox --- For 1.7 Elect Director Henry J. Eyring --- For 1.8 Elect Director Steven F. Udvar-Hazy --- Withhold 2 Ratify Auditors For For Mgmt 3 Approve Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 4 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.11 percent is within the allowable cap for this company of 10.48 percent. Additionally, this plan expressly forbids repricing. 05/17/06 - ASL Green Realty Corp. *SLG* 78440X101 03/15/06 754 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/06 - ASLM Corp. *SLM* 78442P106 03/20/06 310 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/19/06 - ASonoco Products Co. *SON* 835495102 02/17/06 960 1 Elect Directors For For Mgmt 05/02/06 - ASouthern Union Co. *SUG* 844030106 03/20/06 1,250 1 Elect Directors For Split Mgmt 1.1 Elect Director David L. Brodsky --- For We recommend a vote FOR the directors with the exception of affiliated outsider Frank W. Denius. We recommend that shareholders WITHHOLD votes from Frank W. Denius for standing as an affiliated outsider on the Audit and Nominating committees. 1.2 Elect Director Frank W. Denius --- Withhold 1.3 Elect Director Kurt A. Gitter, M.D. --- For 1.4 Elect Director Herbert H. Jacobi --- For 1.5 Elect Director Adam M. Lindemann --- For 1.6 Elect Director George L. Lindemann --- For 1.7 Elect Director Thomas N. McCarter, III --- For 1.8 Elect Director George Rountree, III --- For 1.9 Elect Director Alan D. Scherer --- For 2 Approve Sale of Company Assets For For Mgmt As no information is provided in the proxy to allow shareholders to evaluate the transaction, ISS believes the proposal does not warrant shareholder support. 3 Approve Restructuring Plan For For Mgmt Given the limited impact of the restructuring and possible benefits, ISS believes the proposal warrants shareholder support. 4 Amend Omnibus Stock Plan For Against Mgmt V. Vote Recommendation We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 5.10 percent is above the allowable cap for this company of 5.00 percent. 5 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. ISS supports performance based compensation that qualifies for tax deduction under Section 162 (m). 6 Ratify Auditors For For Mgmt 04/27/06 - ASouthwest Bancorp, Inc. *OKSB* 844767103 03/03/06 192 1 Elect Directors For For Mgmt 05/18/06 - ASovran Self Storage, Inc. *SSS* 84610H108 03/31/06 553 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert J. Attea --- Withhold We recommend a vote FOR the directors with the exception of insiders Robert J. Attea and Kenneth F. Myszka and affiliated outsider Charles E. Lannon. We recommend that shareholders WITHHOLD votes from Robert J. Attea, Kenneth F. Myszka and Charles E. Lannon for failure to establish a majority independent board. 1.2 Elect Director Kenneth F. Myszka --- Withhold 1.3 Elect Director John E. Burns --- For 1.4 Elect Director Michael A. Elia --- For 1.5 Elect Director Anthony P. Gammie --- For 1.6 Elect Director Charles E. Lannon --- Withhold 2 Ratify Auditors For For Mgmt 05/23/06 - ASpectraLink Corp. *SLNK* 847580107 03/27/06 1,559 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 12.27 percent is within the allowable cap for this company of 19.38 percent. Additionally, this plan expressly forbids repricing. 3 Approve Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 4 Ratify Auditors For For Mgmt 07/13/05 - ASprint Nextel Corp *S* 852061100 05/20/05 10,142 1 Increase Authorized Common Stock For For Mgmt The requested increase of 3,500,000,000 shares is below the allowable threshold of 5,000,000,000 shares. 2 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt While ISS does not support limiting the ability of shareholders to vote on important transactions, nevertheless we recognize that the approval of this proposal is required for completion of the merger. Given that we are supportive of the merger, on balance, we recommend that shareholders approve this proposal. 3 Change Company Name For For Mgmt 4 Issue Shares in Connection with an Acquisition For For Mgmt Based on our review of the terms of the transaction and the factors described above, we believe that the share issuance warrants shareholder support. 5 Adjourn Meeting For For Mgmt Given that we are supportive of the merger, we recommend that shareholders support this adjournment proposal. 6 Elect Directors For For Mgmt 7 Ratify Auditors For For Mgmt 8 Review Executive Compensation Against For ShrHoldr Conclusion While ISS recognizes that Sprint has to remain competitive, nevertheless we believe that shareholders should have the opportunity to vote on such matters. In this case, the proposal provides for retrospective approval and therefore does not preclude Sprint from entering into agreements with potential executives. 04/18/06 - ASprint Nextel Corp *S* 852061100 02/28/06 8,515 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS notes that the proposal is not intended to limit the judgment of the board. The board would retain the discretion to address the status of incumbent directors who failed to receive a majority vote under a majority vote standard, and whether a plurality vote standard would be more appropriate in director elections when the number of director nominees exceeds the available board seats. 4 Restore or Provide for Cumulative Voting Against For ShrHoldr In this case, the company fails to meet all of the aforementioned corporate governance and performance criteria. Specifically, shareholders may not call special meetings and may only act by written consent if such consent is unanimous. Accordingly, the proposal warrants shareholder support. 04/27/06 - ASPSS Inc. *SPSS* 78462K102 03/13/06 883 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 17.74 percent is within the allowable cap for this company of 20.05 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 05/10/06 - ASt. Jude Medical, Inc. *STJ* 790849103 03/13/06 1,675 1 Elect Directors For For Mgmt 2 Approve Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.67 percent is within the allowable cap for this company of 8.15 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 05/08/06 - AStanCorp Financial Group, Inc. *SFG* 852891100 03/01/06 1,096 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/06/06 - AStaples, Inc. *SPLS* 855030102 04/10/06 8,170 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 3 Ratify Auditors For For Mgmt 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, in a case where a company has in place certain unfavorable governance provisions, as indicated above, we do not believe the resignation policy is a sufficient alternative to the proposed majority voting standard. The company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. In addition, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 05/02/06 - AStarwood Hotels & Resorts Worldwide, Inc. 85590A203 03/14/06 875 *HOT* 1 Elect Directors For Split Mgmt 1.1 Elect Director Steven J. Heyer --- Withhold We recommend a vote for Lizanne Galbreath, but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from insider Steven J. Heyer, independent outsiders Charlene Barshefsky, Jean-Marc Chapus, Bruce W. Duncan, Eric Hippeau, Stephen R. Quazzo, Thomas O. Ryder, Daniel W. Yih and Kneeland C. Youngblood for failure to implement a majority-approved shareholder proposal on confidential voting. 1.2 Elect Director Charlene Barshefsky --- Withhold 1.3 Elect Director Jean-Marc Chapus --- Withhold 1.4 Elect Director Bruce W. Duncan --- Withhold 1.5 Elect Director Lizanne Galbreath --- For 1.6 Elect Director Eric Hippeau --- Withhold 1.7 Elect Director Stephen R. Quazzo --- Withhold 1.8 Elect Director Thomas O. Ryder --- Withhold 1.9 Elect Director Daniel W. Yih --- Withhold 1.10 Elect Director Kneeland C. Youngblood --- Withhold 2 Ratify Auditors For For Mgmt 04/19/06 - AState Street Corp. (Boston) *STT* 857477RKH 02/24/06 400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 8.96 percent is within the allowable cap for this company of 12.44 percent. Additionally, this plan expressly forbids repricing. 4 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Submit Shareholder Rights Plan (Poison Pill) to Against For ShrHoldr Shareholder Vote In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that ISS recommends. We therefore agree with the proponent that the current pill should be put to a shareholder vote or redeemed and that any new pill be put to a shareholder vote. 05/10/06 - ASTATOIL ASA 85771P102 04/03/06 5,100 Meeting for Holders of ADRs 1 ELECTION OF A CHAIR OF THE MEETING. For For Mgmt 2 ELECTION OF A PERSON TO CO-SIGN THE MINUTES TOGETHER For For Mgmt WITH THE CHAIR OF THE MEETING. 3 APPROVAL OF THE NOTICE AND THE AGENDA. For For Mgmt 4 APPROVAL OF THE ANNUAL REPORT AND ACCOUNTS FOR STATOIL For For Mgmt ASA AND THE STATOIL GROUP FOR 2005 AND THE DISTRIBUTION OF THE DIVIDEND. 5 DETERMINATION OF REMUNERATION FOR THE COMPANY S AUDITOR. For For Mgmt 6 ELECTION OF MEMBERS AND DEPUTY MEMBERS OF THE CORPORATE For For Mgmt ASSEMBLY. 7 DETERMINATION OF REMUNERATION FOR THE MEMBERS OF THE For For Mgmt CORPORATE ASSEMBLY. 8 AMENDMENT TO THE ARTICLES OF ASSOCIATION SECTION 11 - For For Mgmt ELECTION COMMITTEE. 9 ELECTION OF MEMBERS OF THE ELECTION COMMITTEE. For For Mgmt 10 DETERMINATION OF REMUNERATION FOR MEMBERS OF THE For For Mgmt ELECTION COMMITTEE. 11 REDUCTION OF CAPITAL THROUGH THE ANNULMENT OF OWN For For Mgmt SHARES. 12 AUTHORISATION TO ACQUIRE STATOIL SHARES IN THE MARKET For For Mgmt FOR SUBSEQUENT ANNULMENT. 13 AUTHORISATION TO ACQUIRE STATOIL SHARES IN THE MARKET For For Mgmt IN ORDER TO CONTINUE IMPLEMENTATION OF THE SHARE SAVING PLAN. 06/06/06 - AStein Mart, Inc. *SMRT* 858375108 03/31/06 1,285 1 Elect Directors For Split Mgmt 1.1 Elect Director Alvin R. Carpenter --- For We recommend a vote FOR the directors with the exception of independent outsider Martin E. Stein, Jr. We recommend that shareholders WITHHOLD votes from Martin E. Stein, Jr. for sitting on more than three boards. 1.2 Elect Director Linda McFarland Farthing --- For 1.3 Elect Director Michael D. Fisher --- For 1.4 Elect Director Mitchell W. Legler --- For 1.5 Elect Director Michael D. Rose --- For 1.6 Elect Director Richard L. Sisisky --- For 1.7 Elect Director Jay Stein --- For 1.8 Elect Director Martin E. Stein, Jr. --- Withhold 1.9 Elect Director J. Wayne Weaver --- For 1.10 Elect Director John H. Williams, Jr. --- For 1.11 Elect Director James H. Winston --- For 2 Approve Omnibus Stock Plan For For Mgmt ISS recommends a vote FOR amendments that simply amend shareholder-approved plans to include administrative features or place a cap on the annual grants any one participant may receive to comply with the provisions of Section 162(m). 3 Approve Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 4 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 05/26/06 - ASteven Madden, Ltd. *SHOO* 556269108 04/26/06 984 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.14 percent is within the allowable cap for this company of 11.99 percent. The company's three year average burn rate of 3.28 percent is higher than its industry burn rate cap of 3.26 percent. Therefore, the company has failed ISS's three-year average burn rate policy. However, the Company commits to limit its burn rate to a three-year annual average burn rate limit of 3.26 percent which is within the industry cap. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 04/28/06 - AStewart Information Services Corp. *STC* 860372101 02/28/06 955 1 Elect Directors For For Mgmt 08/30/05 - SStorage Technology Corp. 862111200 07/26/05 681 1 Approve Merger Agreement For For Mgmt Based on our review of the terms of the transaction and the factors described above, in particular the reasonable premium, we believe that the merger agreement warrants shareholder support. 04/18/06 - ASunTrust Banks, Inc. *STI* 867914103 02/28/06 2,920 1 Elect Directors For Split Mgmt 1.1 Elect Director J. Hyatt Brown --- Withhold We recommend a vote FOR the directors with the exception of J. Hyatt Brown, from whom we recommend shareholders WITHHOLD votes for sitting on more than three boards while serving as a CEO. 1.2 Elect Director Alston D. Correll --- For 1.3 Elect Director David H. Hughes --- For 1.4 Elect Director E. Neville Isdell --- For 1.5 Elect Director G. Gilmer Minor, III --- For 1.6 Elect Director Thomas M. Garrott --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 04/18/06 - ASunTrust Banks, Inc. *STI* 867914RKH 02/28/06 400 1 Elect Directors For Split Mgmt 1.1 Elect Director J. Hyatt Brown --- Withhold We recommend a vote FOR the directors with the exception of J. Hyatt Brown, from whom we recommend shareholders WITHHOLD votes for sitting on more than three boards while serving as a CEO. 1.2 Elect Director Alston D. Correll --- For 1.3 Elect Director David H. Hughes --- For 1.4 Elect Director E. Neville Isdell --- For 1.5 Elect Director G. Gilmer Minor, III --- For 1.6 Elect Director Thomas M. Garrott --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 06/09/06 - ASuperGen, Inc. *SUPG* 868059106 04/21/06 2,785 1 Elect Directors For Split Mgmt 1.1 Elect Director James S.J. Manuso, Ph.D. --- For We recommend a vote FOR the directors with the exception of independent outsider Charles J. Casamento. We recommend that shareholders WITHHOLD votes from Charles J. Casamento for poor attendance. 1.2 Elect Director Charles J. Casamento --- Withhold 1.3 Elect Director Thomas V. Girardi --- For 1.4 Elect Director Allan R. Goldberg, Ph.D. --- For 1.5 Elect Director Walter J. Lack --- For 1.6 Elect Director Michael D. Young, M.D. --- For 2 Ratify Auditors For For Mgmt 05/30/06 - SSupervalu Inc. *SVU* 868536103 04/21/06 980 1 Issue Shares in Connection with an Acquisition For For Mgmt In our analysis we considered: 1) that there was an initial positive market reaction; 2) that the merger offers the company potential benefits, although also implies higher leverage and integration challenges. Based on these factors, we believe that the issuance of stock in connection with the merger agreement warrants shareholder support. 2 Adjourn Meeting For For Mgmt Where ISS is supportive of the underlying merger proposal, we are supportive of a narrowly-tailored adjournment proposal that seeks adjournment solely to solicit additional proxies to approve the transaction. 06/28/06 - ASupervalu Inc. *SVU* 868536103 05/19/06 980 1 Elect Director Irwin Cohen For For Mgmt 2 Elect Director Ronald E. Daly For For Mgmt 3 Elect Director Lawrence A. Del Santo For For Mgmt 4 Elect Director Susan E. Engel For For Mgmt 5 Elect Director Philip L. Francis For For Mgmt 6 Ratify Auditors For For Mgmt 05/11/06 - ASVB FINANCIAL GROUP *SIVB* 78486Q101 03/23/06 1,335 1 Elect Directors For Split Mgmt 1.1 Elect Director Eric A. Benhamou --- For We recommend a vote FOR the directors with the exception of independent outsiders G. Felda Hardymon and C. Richard Kramlich. We recommend that shareholders WITHHOLD votes from G. Felda Hardymon and C. Richard Kramlich for poor attendance. 1.2 Elect Director David M. Clapper --- For 1.3 Elect Director Roger F. Dunbar --- For 1.4 Elect Director Joel P. Friedman --- For 1.5 Elect Director G. Felda Hardymon --- Withhold 1.6 Elect Director Alex W. pete Hart --- For 1.7 Elect Director C. Richard Kramlich --- Withhold 1.8 Elect Director James R. Porter --- For 1.9 Elect Director Michaela K. Rodeno --- For 1.10 Elect Director Kenneth P. Wilcox --- For 2 Approve Omnibus Stock Plan For Against Mgmt V. Vote Recommendation We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 13.11 percent is above the allowable cap for this company of 7.28 percent. Additionally, the company's three-year average burn rate of 4.59 percent is higher than its four-digit GICS peer group of 2.46 percent. Therefore, the company has failed ISS's three-year average burn rate policy. 3 Ratify Auditors For For Mgmt 05/31/06 - ASybase, Inc. *SY* 871130100 04/03/06 1,190 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 02/08/06 - ASybron Dental Specialties, Inc. 871142105 12/16/05 1,910 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Approve Restricted Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 11.20 percent is within the allowable cap for this company of 11.60 percent. 05/23/06 - ASykes Enterprises, Inc. *SYKE* 871237103 04/13/06 1,077 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 15.49 percent is within the allowable cap for this company of 19.98 percent. Additionally, this plan expressly forbids repricing. The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objectives, measurable performance goals before awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. As such, we recommend a vote FOR items 2 and 3. 3 Approve Omnibus Stock Plan For For Mgmt 4 Amend Deferred Compensation Plan For For Mgmt Minimum vesting period provisions restrict an executive's ability to sell shares for a specified period of time. By establishing minimum vesting period provisions, shareholders are assured that executives who received stocks are retained in the company and are committed to maximize stock returns over the long-term. This proposal provides minimum vesting period of three years, and the awards get fully vested in 7 years. As such, we recommend a vote FOR item 4. 5 Ratify Auditors For For Mgmt 09/16/05 - ASymantec Corp. *SYMC* 871503108 07/25/05 8,670 1 Elect Directors For Split Mgmt 1.1 Elect Director Gary L. Bloom --- For We recommend a vote FOR the directors with the exception of Robert S. Miller, from whom we recommend shareholders WITHHOLD votes for sitting on more than three boards while serving as CEO. 1.2 Elect Director Michael Brown --- For 1.3 Elect Director William T. Coleman --- For 1.4 Elect Director David L. Mahoney --- For 1.5 Elect Director Robert S. Miller --- Withhold 1.6 Elect Director George Reyes --- For 1.7 Elect Director David Roux --- For 1.8 Elect Director Daniel H. Schulman --- For 1.9 Elect Director John W. Thompson --- For 1.10 Elect Director V. Paul Unruh --- For 2 Ratify Auditors For For Mgmt 04/27/06 - ASynovus Financial Corp. *SNV* 87161CRKH 02/21/06 74 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard Y. Bradley --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsiders Richard Y. Bradley and William B. Turner, Jr. We recommend that shareholders WITHHOLD votes from William B. Turner, Jr. for poor attendance and Richard Y. Bradley for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Frank W. Brumley --- For 1.3 Elect Director Elizabeth W. Camp --- For 1.4 Elect Director T. Michael Goodrich --- For 1.5 Elect Director John P. Illges, III --- For 1.6 Elect Director J. Neal Purcell --- For 1.7 Elect Director William B. Turner, Jr. --- Withhold 2 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Ratify Auditors For For Mgmt 5 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, the company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. In addition, the company has in place unfavorable governance provisions. Further, with regard to management's concern that the proposal does not consider potential board vacancies, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 05/09/06 - ATalisman Energy Inc. *TLM.* 87425E103 03/17/06 2,310 1 Elect Directors For For Mgmt 2 Ratify Ernst & Young LLP as Auditors For For Mgmt 3 Approve Stock Split For For Mgmt 05/17/06 - ATarget Corporation *TGT* 87612E106 03/20/06 3,080 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report Political Contributions/Activities Against Against ShrHoldr Conclusion In the case of Target, ISS notes that the company discusses its policies on political contributions on the company website and these policies do not appear inconsistent with industry standards or existing regulations on this issue. Specifically, Target's disclosure in its Code of Conduct and Corporate Responsibility Report outline the company's broad business strategy behind its political activity, and the specific internal organization that is accountable for political contributions within the company. Furthermore, the company does not appear to be the subject of any recent, significant controversy, fines, or litigation resulting from political action or contributions. Therefore, while we agree with the proponents that data on every type of political contribution may not be easily accessed, it is our opinion that information provided by Target's Code of Conduct and Corporate Responsibility Report provides shareholders with sufficient insight into the company's policies and controls. Therefore, ISS does not believe that additional reporting on this matter is warranted at this time. 05/15/06 - ATaubman Centers, Inc. *TCO* 876664103 03/23/06 747 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 10/27/05 - ATechne Corp. *TECH* 878377100 09/16/05 591 1 Fix Number of Directors For For Mgmt 2 Elect Directors For For Mgmt 09/22/05 - ATektronix, Inc. *TEK* 879131100 07/18/05 716 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 11.77 percent is within the allowable cap for this company of 12.48 percent. Additionally, this plan expressly forbids repricing. 4 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 04/26/06 - ATeledyne Technologies, Inc. *TDY* 879360105 03/06/06 1,435 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/09/06 - ATENNECO INC *TEN* 880349105 03/14/06 2,060 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For Against Mgmt V. Vote Recommendation We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 11.42 percent is above the allowable cap for this company of 10.21 percent. Additionally, The company's three year average burn rate of 3.26 percent is higher than its industry burn rate cap of 3.24 percent. Therefore, the company has failed ISS's three-year average burn rate policy. 07/27/05 - ATeva Pharmaceutical Industries 881624209 06/20/05 2,260 Meeting for Holders of ADRs 1 TO RECEIVE AND DISCUSS THE COMPANY S CONSOLIDATED For For Mgmt BALANCE SHEET AND THE CONSOLIDATED STATEMENTS OF INCOME This is a routine item. 2 TO APPROVE THE BOARD OF DIRECTORS RECOMMENDATION THAT For For Mgmt THE CASH DIVIDEND FOR THE YEAR ENDED DECEMBER 31, 2004 This is a routine dividend proposal. 3 TO APPOINT DR. LEORA (RUBIN) MERIDOR AS A STATUTORY For For Mgmt INDEPENDENT DIRECTOR FOR AN ADDITIONAL TERM OF THREE YEARS These are routine Israeli board elections that merit shareholder t. 4 TO ELECT ELI HURVITZ TO SERVE FOR AN ADDITIONAL For For Mgmt THREE-YEAR TERM 5 TO ELECT RUTH CHESHIN TO SERVE FOR AN ADDITIONAL For For Mgmt THREE-YEAR TERM 6 TO ELECT PROF. MICHAEL SELA TO SERVE FOR AN ADDITIONAL For For Mgmt THREE-YEAR TERM 7 TO ELECT HAROLD SNYDER TO SERVE FOR AN ADDITIONAL For For Mgmt THREE-YEAR TERM 8 TO APPROVE THE PURCHASE OF DIRECTOR S AND OFFICER S For Against Mgmt LIABILITY INSURANCE FOR THE DIRECTORS AND OFFICERS OF THE COMPANY As the company's indemnification and liability policies unfairly prejudice shareholders from holding directors accountable and effectively absolve directors and officers of their duty of care, the proposed liability insurance does not merit shareholder support. 9 TO APPROVE THE COMPANY S 2005 OMNIBUS LONG-TERM SHARE For Against Mgmt INCENTIVE PLAN Given the lack of limits on restricted stock awards and the excessive 11.5-percent dilution associated with the 50 million shares that would be reserved, this plan does not merit support. 10 TO APPROVE AN AMENDMENT TO PROVISIONS OF THE COMPANY S For For Mgmt ARTICLES RELATING TO THE INDEMNIFICATION OF DIRECTORS AND OFFICERS 11 TO APPROVE AN AMENDMENT TO THE COMPANY S ARTICLES THAT For For Mgmt LD INCREASE THE REGISTERED SHARE CAPITAL OF THE COMPANY 12 TO APPOINT KESSELMAN & KESSELMAN, A MEMBER OF For For Mgmt PRICEWATERHOUSECOOPERS INTERNATIONAL LTD., AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND TO DETERMINE THEIR COMPENSATION 10/27/05 - STeva Pharmaceutical Industries 881624209 09/22/05 2,260 Meeting for Holders of ADRs 1 TO APPROVE THE ISSUANCE OF ORDINARY SHARES OF TEVA, For For Mgmt PURSUANT TO THE AGREEMENT AND PLAN OF MERGER, DATED JULY 25, 2005, BY AND AMONG IVAX CORPORATION, TEVA AND TWO WHOLLY OWNED SUBSIDIARIES OF TEVA, IVORY ACQUISITION SUB, INC. AND IVORY ACQUISITION SUB II Conclusion Based on our review of the terms of the transaction and the factors described above, we believe that the merger agreement warrants shareholder support. 05/04/06 - ATeva Pharmaceutical Industries 881624209 03/27/06 2,260 Meeting for Holders of ADRs 1 TO RECEIVE AND DISCUSS THE COMPANY S CONSOLIDATED For For Mgmt BALANCE SHEET AS OF DECEMBER 31, 2005 AND THE CONSOLIDATED STATEMENTS OF INCOME FOR THE YEAR THEN ENDED. This is a routine item. 2 TO APPROVE THE BOARD OF DIRECTORS RECOMMENDATION THAT For For Mgmt THE CASH DIVIDEND FOR THE YEAR ENDED DECEMBER 31, 2005 BE DECLARED FINAL. This is a routine proposal. 3 TO APPOINT PROF. GABRIELA SHALEV AS A STATUTORY For For Mgmt INDEPENDENT DIRECTOR FOR AN ADDITIONAL TERM OF THREE YEARS. These are routine Israeli board elections that merit shareholder t. 4 TO ELECT THE FOLLOWING DIRECTOR TO SERVE FOR A For For Mgmt THREE-YEAR TERM: DR. PHILLIP FROST 5 TO ELECT THE FOLLOWING DIRECTOR TO SERVE FOR A For For Mgmt THREE-YEAR TERM: CARLO SALVI 6 TO ELECT THE FOLLOWING DIRECTOR TO SERVE FOR A For For Mgmt THREE-YEAR TERM: DAVID SHAMIR 7 TO APPROVE THE PURCHASE OF DIRECTOR S AND OFFICER S For Against Mgmt LIABILITY INSURANCE FOR THE DIRECTORS AND OFFICERS OF THE COMPANY. Given the excessive liability and indemnification allowed under Israeli law, this item does not merit shareholder support. 8 TO APPROVE AN AMENDMENT TO SECTION 60(E) OF THE COMPANY For For Mgmt S ARTICLES OF ASSOCIATION. 9 TO APPROVE AN INCREASE IN THE REMUNERATION PAID TO THE For For Mgmt DIRECTORS OF THE COMPANY (OTHER THAN THE CHAIRMAN OF THE BOARD). 10 TO APPOINT KESSELMAN & KESSELMAN, AS THE INDEPENDENT For For Mgmt REGISTERED PUBLIC ACCOUNTING FIRM AND DETERMINE THEIR COMPENSATION. 10/18/05 - ATexas Industries, Inc. *TXI* 882491103 08/22/05 1,021 1 Elect Directors For For Mgmt 04/20/06 - ATexas Instruments Inc. *TXN* 882508104 02/21/06 10,760 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/16/06 - AThe Allstate Corp. *ALL* 020002101 03/17/06 600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 3.93 percent is within the allowable cap for this company of 5.00 percent. Additionally, this plan expressly forbids repricing. 4 Approve Non-Employee Director Omnibus Stock Plan For For Mgmt VI. Vote Recommendation The total cost of the company's plans of 2.37 percent is within the allowable cap for this company of 5.00 percent. 5 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 6 Adopt Simple Majority Vote Against For ShrHoldr ISS acknowledges that adoption of this proposal may not eliminate the supermajority vote requirements. An affirmative vote of at least 66 2/3 percent of the then outstanding shares would be required to eliminate the supermajority vote. However, based on principle, ISS maintains that a simple majority of voting shares should be sufficient to effect changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking amendments that are in shareholders' best interests. ISS supports a simple majority vote requirement. We recommend a vote FOR the proposal. 04/11/06 - AThe Bear Stearns Companies Inc. *BSC* 073902108 02/13/06 1,720 1 Elect Directors For For Mgmt 2 Amend Deferred Compensation Plan For For Mgmt By compensating the company's executives in stock, this plan will link executive compensation to the performance of the company, thereby better aligning management with shareholders' interests. Given that the proposed change does not constitute a material amendment, we believe this proposal warrants shareholder support. 3 Ratify Auditors For For Mgmt 04/20/06 - AThe Black & Decker Corp. *BDK* 091797100 02/21/06 1,520 1 Elect Directors For For Mgmt 1.1 Elect Director N.D. Archibald --- For We recommend a vote FOR the directors. 1.2 Elect Director N.R. Augustine --- For 1.3 Elect Director B.L. Bowles --- For 1.4 Elect Director G.W. Buckley --- For 1.5 Elect Director M.A. Burns --- For 1.6 Elect Director K.B. Clark --- For 1.7 Elect Director M.A. Fernandez --- For 1.8 Elect Director B.H. Griswold, Iv --- For 1.9 Elect Director A. Luiso --- For 1.10 Elect Director R.L. Ryan --- For 1.11 Elect Director M.H. Willes --- For 2 Ratify Auditors For For Mgmt 3 Performance-Based and/or Time-Based Equity Awards Against For ShrHoldr In conclusion, the company's annual and long-term incentive programs do not sufficiently meet the proponent's requirements. Therefore, ISS supports this shareholder proposal. 05/01/06 - AThe Boeing Co. *BA* 097023105 03/03/06 3,847 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Amend Omnibus Stock Plan For Against Mgmt V. Vote RecommendationThe total cost of the company's plans of 7.93 percent is above the allowable cap for this company of 5.35 percent. 4 Reduce Supermajority Vote Requirement For For Mgmt ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 5 Ratify Auditors For For Mgmt 6 Develop a Human Rights Policy Against For ShrHoldr In light of the serious human rights concerns in a number of the countries where the company operates and the fact that the company does not currently have a publicly-available code of conduct that references international labor standards, we believe that this step of publicly endorsing these international labor standards will benefit the company and its shareholders. 7 Develop Ethical Criteria for Military Contracts Against Against ShrHoldr As noted in the recommendation for the previous agenda item, ISS believes that shareholder concern regarding the company's international operations may be merited based on the lack of detailed disclosure provided by the company and the risks associated with certain markets where the company operates. That said, ISS also believes that it would be inappropriate to disclose detailed information about the contract evaluation and bidding process to shareholders, as provision of this data may give insight into contractual agreements, thereby providing competition with bidding advantages. Additionally, while ISS supports a sustainable approach to business operations, we also note that the federal government has stringent regulations regarding military and weapons production, and the associated contract bidding process. As such, while we urge Boeing to evaluate and take steps to address concerns associated with the company's international operations, we believe that the combination of federal regulation and the necessity to limit disclosure where it could affect the company's competitive advantage outweigh the potential benefits that may be derived from this proposal. 8 Report on Charitable Contributions Against Against ShrHoldr In this case, we note that Boeing discloses a significant amount of the information requested by the proponent on its corporate website, in the 2004 corporate citizenship report and through other public sources. Moreover, some aspects of the resolution, including determining the estimated or actual benefits of each charitable contribution may be difficult to produce without significant speculation, and could place a significant burden on the company without providing commensurate value to shareholders. Therefore, ISS does not recommend shareholder support for the resolution at this time. 9 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 10 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, in this case a lead director performing each of the duties listed above, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 06/02/06 - AThe Buckle, Inc. *BKE* 118440106 03/30/06 237 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Amend Restricted Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans is 8.02 percent, which is within the allowable cap for this company of 11.95 percent. 5 Amend Restricted Stock Plan For For Mgmt The performance goals are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. In addition, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 6 Amend Non-Employee Director Stock Option Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans (excluding the 25,000 shares reserved under Proposal 4 above) is 7.91 percent, which is within the allowable cap for this company of 11.95 percent. 7 Ratify Grants of Non-Qualified Stock Options to For For Mgmt Non-Employee Directors ISS is concerned by the oversight which resulted in stock option grants being under the plan after the plan had expired. However, ISS agrees that ratification of these grants will provide non-employee directors only that to which they were entitled to receive under the terms of the plan, had the amendment approved by shareholders in 2002 extended the term of the plan as contemplated by the company. 04/25/06 - AThe Chubb Corp. *CB* 171232101 03/06/06 2,760 1 Elect Directors For For Mgmt 1.1 Elect Director Zoe Baird --- For We recommend a vote FOR all directors. 1.2 Elect Director Sheila P. Burke --- For 1.3 Elect Director James I. Cash, Jr. --- For 1.4 Elect Director Joel J. Cohen --- For 1.5 Elect Director James M. Cornelius --- For 1.6 Elect Director John D. Finnegan --- For 1.7 Elect Director Klaus J. Mangold --- For 1.8 Elect Director Sir David G. Scholey --- For 1.9 Elect Director Raymond G.H. Seitz --- For 1.10 Elect Director Lawrence M. Small --- For 1.11 Elect Director Daniel E. Somers --- For 1.12 Elect Director Karen Hastie Williams --- For 1.13 Elect Director Alfred W. Zollar --- For 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For Mgmt 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr 5 Report on Political Contributions Against Against ShrHoldr We agree with management on this issue. The laws that govern a company's political activities and the company's commitment to employees' rights regarding political activities are stringent enough to ensure political nonpartisanship. 04/19/06 - AThe Coca-Cola Company *KO* 191216100 02/21/06 14,128 1 Elect Directors For Split Mgmt 1.1 Elect Director Herbert A. Allen --- For We recommend that shareholders vote FOR the directors with the exception of independent outsider Barry Diller. We recommend that shareholders WITHHOLD votes from Barry Diller for sitting on more than three boards. 1.2 Elect Director Ronald W. Allen --- For 1.3 Elect Director Cathleen P. Black --- For 1.4 Elect Director Barry Diller --- Withhold 1.5 Elect Director E. Neville Isdell --- For 1.6 Elect Director Donald R. Keough --- For 1.7 Elect Director Donald F. McHenry --- For 1.8 Elect Director Sam Nunn --- For 1.9 Elect Director James D. Robinson, III --- For 1.10 Elect Director Peter V. Ueberroth --- For 1.11 Elect Director James B. Williams --- For 2 Ratify Auditors For For Mgmt 3 Amend Restricted Stock Plan For For Mgmt The additional performance criteria proposed are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Moreover, preservation of the full deductibility under Section 162(m) of performance-based compensation paid to the company's executive officers reduces the company's corporate tax obligation. 4 Report on Charitable Contributions Against Against ShrHoldr ISS generally believes that charitable contributions are beneficial to the company when they are donated in good faith and in the absence of gross negligence or self-dealing of management. This resolution is specifically calling for some detailed disclosure on Coca Cola's contributions. When faced with proposals that ask for increased disclosure, ISS generally evaluates the scope and format of the resolution, the potential cost associated with the requested report, the degree to which the requested information is duplicative of existing disclosure, and the potential impact that the issues at hand may have on shareholder value. In this case, we note that Coca Cola discloses a significant amount of the information requested by the proponent on its corporate website, in the 2004 Corporate Responsibility Report and through other public sources. Moreover, some aspects of the resolution, including determining the estimated or actual benefits of each charitable contribution may be difficult to produce without significant speculation, and could place a significant burden on the company without providing commensurate value to shareholders. Therefore, ISS does not recommend shareholder support for the resolution at this time. 5 Review/ Report on Recycling Policy Against Against ShrHoldr In this case, the proponent is asking Coca-Cola to report to shareholders on the feasibility of achieving a recovery rate quantified by the company for beverage containers as well as discussion on the company's positions related to container deposit systems and industry recycling goals. ISS agrees with the company that controlling and measuring the external factors that contribute to recovery and recycling programs could be costly and potentially difficult to implement. Additionally, while Coca Cola does not go into the level of detail requested by the proponents, it does provide some discussion on its policies related to recycling on the company website and in its Citizenship Report. Therefore, we encourage the company to continue improving on its recycling efforts; however, given the company's current level of participation in initiatives to increase recycling, discussion outlining its existing policies and programs on this topic, and its compliance with laws and regulations surrounding recycling, we do not recommend shareholder support for the resolution at this time. 6 Performance-Based and/or Time-Based Equity Awards Against For ShrHoldr Approval of this proposal by shareholders would require the board to obtain shareholder approval before accelerating the vesting of outstanding restricted stock and performance share units granted under the company's equity plans. In light of the company's history of accelerating the vesting of awards for departing executives coupled with the board's continued ability to modify or waive vesting requirements without shareholder approval under the company's 1989 plan, ISS believes shareholder support of this proposal is warranted. 7 Report on Environmental Liabilities in India Against Against ShrHoldr In this case, the proponent is requesting that the company evaluate the potential environmental and public health damage associated with utilizing ground water in regions that suffer from a water shortage. Specifically, the resolution is asking that the company evaluate the feasibility of refraining from the use of ground water in India. ISS believes that the proponent raises some significant issues regarding the impact that local protests and associated pressure from government officials may have on the company's operations. However, we also note that the company has provided significant discussion on issues related to water quality and scarcity in its public filings and on the corporate website. Moreover, Coca-Cola, its subsidiaries, and affiliates are involved in numerous initiatives in India to improve water quality and the availability of fresh water in water-scarce regions, and have committed to collaborative programs to seek improved methods of addressing these concerns. As such, while ISS agrees with the proponent that water scarcity in India and other global markets may have a significant impact on the company, we also believe that Coca-Cola has provided a substantial amount of information for shareholders to review when considering these risks. Therefore, we do not believe that the additional reporting requested by this resolution is warranted at this time. 8 Sponsor Independent Inquiry into Operations in Columbia Against Against ShrHoldr ISS believes that the company should carefully evaluate this issue and continue to look at ways to improve disclosure on policies and programs implemented to address issues of international workplace human rights in markets that are exposed to social unrest or violence. Such disclosure could help mitigate the company's exposure to costly litigation and damage to Coca-Cola's brand image. A proactive approach to the issue could be increasingly important for Coca Cola based on the potential for significant cost, loss of market share, and damage to Coca Colas brand image resulting from boycotts. That said, we are concerned with the structure of this resolution and question the value to shareholders of establishing a board committee to sponsor an additional investigation into the operations of the company's affiliates in Columbia. Sponsoring an independent inquiry into these allegations could be costly to the company and may not produce findings substantially different from Coca-Cola's internal investigation into the matter, the judicial reviews conducted by the Columbian Attorney General's office and court system, or the investigation conducted by CSCC, a third party audit firm. Moreover, the company has invited the ILO to conduct an independent evaluation of their Columbian operations and disclose its findings to the public, and committed to the adoption and implementation of improved labor relations standards and a dedicated policy on workplace rights. Finally, while ISS believes that Coca Cola could benefit from continued improvements to its policies, procedures, and disclosure related to these issues, we note that the company does provide some detailed discussion on the issue background and its operations and initiatives in Columbia on the Internet. While this information does not directly address all of the proponents' concerns, it does provide substantial insight into the issue for investors and stakeholders to evaluate. Therefore, we urge the company to continue the development of policy and programs to address concerns associated with workplace labor rights standards. Therefore, considering the format of this resolution, the level of disclosure at Coca-Cola on existing and developing initiatives designed to improve and protect human rights, and the company's commitment to further independent examination of these allegations, we do not believe that shareholder support for this resolution is warranted. 04/19/06 - AThe Colonial BancGroup, Inc. *CNB* 195493309 02/21/06 2,514 1 Elect Directors For For Mgmt 2 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt The proposed changes are mainly administrative in nature and will have no material impact on shareholders. Allowing the board to have a Chairman who is not also the CEO of the company will allow the board more flexibility in determining future independent chairman candidates. 3 Approve Omnibus Stock Plan For For Mgmt Approval of this item would allow the company to preserve the tax deductibility of performance-based compensation under Section 162(m). ISS recommends a vote FOR this proposal. 05/19/06 - AThe Commerce Group, Inc. *CGI* 200641108 03/24/06 600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/06/06 - AThe DirecTV Group, Inc *DTV* 25459L106 04/10/06 5,840 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/06 - AThe Dow Chemical Company *DOW* 260543103 03/13/06 7,490 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Remediation Policies in Bhopal Against Against ShrHoldr Conclusion ISS believes that this resolution merits consideration based on the impact of the tragic accident in Bhopal on thousands of people, and the potential affect that reputational damage may have on the company's operations in Asia. That said, ISS notes that the company has disclosed certain information on Bhopal both on the Dow Chemical website and on www.bhopal.com http://www.bhopal.com/, a website sponsored by Union Carbide specifically discussing information on the tragedy. Further, while we believe that the company could improve its transparency on certain issues, ISS notes that the company has clearly stated in its filings that it does not believe that it maintains liability for future remediation, nor does it intend to invest in new initiatives to address concerns related to this issue. As such, we question the value of the report specified in this resolution. The company's discussion of the tragedy in Bhopal not only provides information on the specific incident and associated legal proceedings, remediation efforts, and business developments; it clearly outlines Dow Chemical's position on this matter. As the company has stated that it does not intend to initiate further actions related to Bhopal, it does not appear that a report to specifically discuss such actions would provide significant, meaningful benefit to shareholders. Therefore, we do not recommend shareholder support for this resolution. 4 Report on Genetically Modified Organisms Against Against ShrHoldr Conclusion Therefore, in light of the information made available by Dow Chemical regarding its policies related to GE products, its commitment to continued dialogue on this topic, and discussion of existing internal controls and management systems, ISS recommends a vote AGAINST the proposal. 5 Evaluate Potential Links Between Company Products and Against Against ShrHoldr Asthma Conclusion Based on the level of existing disclosure on these issues at Dow Chemical, ISS recommends that shareholders oppose this resolution. 6 Report on Security of Chemical Facilities Against Against ShrHoldr Conclusion Therefore, based on the existing disclosure regarding Dow Chemical's chemical safety procedures and policies, the company's commitment to continue to expand reporting as appropriate, and concern over protecting sensitive nature related to the company's security policies we do not believe that shareholder support for this proposal is warranted. 07/21/05 - AThe Finish Line, Inc. *FINL* 317923100 05/27/05 812 1 Elect Directors For Split Mgmt 1.1 Elect Director Alan H. Cohen --- Withhold We recommend shareholders vote FOR Jeffrey H. Smulyan but WITHHOLD votes from insider Alan H. Cohen for failure to establish an independent nominating committee. 1.2 Elect Director Jeffrey H. Smulyan --- For 2 Amend Omnibus Stock Plan For Against Mgmt V. Vote Recommendation The total cost of the company's plans of 11.87 percent is above the allowable cap for this company of 11.41 percent. 3 Ratify Auditors For For Mgmt 07/12/05 - SThe Gillette Co. 375766102 05/19/05 10,620 1 Approve Merger Agreement For For Mgmt Based on our review of the terms of the transaction and the factors described above, in particular the compelling strategic rationale and reasonable valuation, we believe that the merger agreement warrants shareholder support. 2 Adjourn Meeting For For Mgmt Where ISS is supportive of the underlying merger proposal, we are supportive of a narrowly-tailored adjournment proposal that seeks adjournment solely to solicit additional proxies to approve the underlying transaction. 03/31/06 - AThe Goldman Sachs Group, Inc. *GS* 38141G104 01/30/06 3,790 1 Elect Directors For For Mgmt 2 Amend Restricted Partner Compensation Plan For For Mgmt The purpose of the Restricted Partner Compensation Plan is to compensate, motivate, and retain senior managing directors of the company. Annual bonus pools will be established based on the specified financial criteria as listed above. ISS notes that the Compensation Committee has reduced each participant's actual bonus payouts for every year that the plan has been in effect. Bearing in mind the tax deductibility benefit for performance-based compensation that the plan will continue to provide, we recommend support for this proposal. 3 Ratify Auditors For For Mgmt 04/11/06 - AThe Goodyear Tire & Rubber Co. *GT* 382550101 02/16/06 1,510 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 3 Increase Authorized Common Stock For For Mgmt The requested increase of 150,000,000 shares is below the allowable threshold of 315,000,000 shares. 4 Ratify Auditors For For Mgmt 5 Adopt Simple Majority Vote Against For ShrHoldr ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 05/17/06 - AThe Hartford Financial Services Group, Inc. 416515104 03/20/06 3,260 *HIG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/18/06 - AThe Hershey Co *HSY* 427866108 02/17/06 2,955 1 Elect Directors For Split Mgmt 1.1 Elect Director Jon A. Boscia --- For We recommend a vote FOR the directors with the exception of independent outsider Mackey J. McDonald. We recommend that shareholders WITHHOLD votes from Mackey J. McDonald for sitting on more than three boards. 1.2 Elect Director Robert H. Campbell --- For 1.3 Elect Director Robert F. Cavanaugh --- For 1.4 Elect Director Gary P. Coughlan --- For 1.5 Elect Director Harriet Edelman --- For 1.6 Elect Director Bonnie G. Hill --- For 1.7 Elect Director Alfred F. Kelly, Jr. --- For 1.8 Elect Director Richard H. Lenny --- For 1.9 Elect Director Mackey J. McDonald --- Withhold 1.10 Elect Director Marie J. Toulantis --- For 2 Ratify Auditors For For Mgmt 3 Report on Cocoa Supply Against Against ShrHoldr While Global Exchange, the proponent of this resolution, expresses concern over potential risk to Hershey's reputation based on its relationships with suppliers that are named defendants in a lawsuit alleging forced child labor, ISS also notes that Global Exchange is a party to the lawsuit after joining under California's unfair business practices law, and we question the degree to which Hershey will be exposed to significant risk due to the litigation pending at certain suppliers. We further question the value that shareholders would derive from detailed reporting on the volume of cocoa received from each supplier. Finally, Hershey does disclose some information on its policies related to responsible cocoa farming and its involvement in industry initiatives aimed at addressing associated concerns. Therefore, while we urge Hershey to continue to explore ways in which it can contribute to sustainable development in the cocoa farming industry, we do not believe that shareholder support for this resolution is warranted at this time. 06/22/06 - AThe Kroger Co. *KR* 501044101 04/24/06 6,830 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 3 Eliminate Cumulative Voting For For Mgmt Although the proposed amendment would have an adverse effect on shareholders' rights, given that the amended articles is a condition to the approval of the proposal to repeal the staggered board (see Item 2), which we support, we believe this item warrants shareholder support. 4 Reduce Supermajority Vote Requirement For For Mgmt ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 5 Opt Out of State's Control Share Acquisition Law For For Mgmt ISS applauds management's effort not have Ohio's control share acquisition act apply to the company, since the provision has antitakeover effects that may not be in shareholders' best interests. We believe this item warrants shareholder support. 6 Require Advance Notice for Shareholder Proposals For Against Mgmt ISS believes that shareholders should be able to submit proposals as close to the meeting date as reasonably possible. ISS considers a reasonable time frame for submittals would be no later than 60 days prior to the meeting. In this case, the proposed amendments would be more stringent for the shareholders. ISS does not support this amendment. 7 Ratify Auditors For For Mgmt 8 Report on Animal Welfare Standards Against Against ShrHoldr In the case of Kroger, ISS notes that the company does not appear to provide detailed information on its company website regarding issues of animal welfare at its suppliers. While we believe that the company should improve its disclosure on this topic, we note that it has taken certain voluntary steps to address issues of concern related to its animal welfare programs and the policies implemented by its suppliers. Finally, the company complies with applicable laws and is committed to evaluating the potential for new techniques such as controlled atmosphere stunning. ISS believes that the multiple reports requested by this resolution could be burdensome on the company without providing meaningful information to shareholders. Additionally, while we believe it would be beneficial for the company to consider the benefits of new technology at its suppliers, we also believe that management should be afforded the flexibility to make decisions on supplier relationships based on their assessment of the most beneficial sourcing strategies for the company. Therefore, we do not believe that shareholder support for this resolution is warranted. 9 Prepare a Sustainability Report Against Against ShrHoldr In this case, while ISS notes that Kroger does not currently address a number of key, environment, health and safety, and economic issues on its website or in other publicly available forums; however, the company has committed to increased reporting by the end of 2006. While we believe that the company may benefit from publishing a report based on the more structured guidelines provided by the GRI or other accepted organizations, ISS believes that the company's progress on providing a sustainability report by the end of the year shows a good faith commitment towards increasing its disclosure on issues of importance to the company and its shareholders. Therefore, we do not believe that shareholder support for the resolution is warranted at this time; however, we may consider supporting a similar resolution in the future if the company's reporting fails to address key issues of concern that may impact shareholder value. 04/24/06 - AThe Lubrizol Corp. *LZ* 549271104 03/03/06 116 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/06 - AThe McGraw-Hill Companies, Inc. *MHP* 580645109 03/07/06 6,596 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 06/21/06 - AThe Mens Wearhouse, Inc. *MW* 587118100 05/03/06 2,800 1 Elect Directors For Split Mgmt 1.1 Elect Director George Zimmer --- For We recommend a vote FOR the directors with the exception of independent outsider Kathleen Mason. We recommend that shareholders WITHHOLD votes from Kathleen Mason for sitting on more than three boards. 1.2 Elect Director David H. Edwab --- For 1.3 Elect Director Rinaldo S. Brutoco --- For 1.4 Elect Director Michael L. Ray, Ph.D. --- For 1.5 Elect Director Sheldon I. Stein --- For 1.6 Elect Director Kathleen Mason --- Withhold 1.7 Elect Director Deepak Chopra, M.D. --- For 1.8 Elect Director William B. Sechrest --- For 05/12/06 - AThe Middleby Corp. *MIDD* 596278101 03/27/06 306 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 03/30/06 - AThe Pantry, Inc. *PTRY* 698657103 01/27/06 474 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 07/12/05 - SThe Procter & Gamble Company *PG* 742718109 05/19/05 15,789 1 Approve Merger Agreement For For Mgmt Based on our review of the terms of the transaction and the factors described above, in particular the compelling strategic rationale, we believe that the share issuance warrants shareholder support. 2 Adjourn Meeting For For Mgmt Where ISS is supportive of the underlying merger proposal, we are supportive of a narrowly-tailored adjournment proposal that seeks adjournment solely to solicit additional proxies to approve the underlying transaction. 10/11/05 - AThe Procter & Gamble Company *PG* 742718109 08/12/05 15,349 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Articles For For Mgmt Because the company's Executive Committee has rarely met of late and therefore this change would not upset the current practices of the full board, ISS sees no reason to oppose this proposal. 4 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 5 Report on Animal Welfare Policy Against Against ShrHoldr In this case, the company has taken several steps to ensure that high standards of animal welfare are implemented, including the establishment of its International Animal Care Advisory Board and Iams Company Research Policy. Furthermore, the company discusses its policies in some detail on the company website, including samples of the feedback received by the Advisory Board on certain locations. Finally, we note that while there has been some controversy related to this issue at the company, IAMS policies and practices, including compliance measures, appear to be comparable to or better than standards established by other companies in the industry. As such, ISS believes that the actions recommended by this proposal may not provide significant benefits to the company and that the associated report could be duplicative of current disclosure and of limited utility to shareholders. Therefore ISS does not recommend shareholder support for this resolution. 6 Seek Sale of Company/Assets Against Against ShrHoldr In this case, ISS notes that the company has increased its profits, sales, and stock price since 2000. Further, while the company did underperform its industry peers and the S&P500 Index for the past fiscal year in total shareholder returns, P&G outperformed the industry and index for both three-year and five-year total shareholder returns. In our opinion, there is no compelling evidence that the drastic measure described by the proponent is in shareholders' best interests. 7 Report on Political Contributions Against Against ShrHoldr In the case of Procter & Gamble, ISS notes that the company does not specifically provide detailed discussion on its policies on political contributions; however, its guiding principles and references to lobbying and contributions to public officials in its code of ethics do not appear inconsistent with industry standards or existing regulations on this issue. Furthermore, the company does not appear to be the subject of any recent, significant controversy, fines, or litigation resulting from its political action or contributions. Therefore, ISS does not believe that additional reporting on this matter is warranted at this time. 04/19/06 - AThe Sherwin-Williams Co. *SHW* 824348106 03/03/06 1,325 1 Fix Number of and Elect Directors For For Mgmt 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 8.18 percent is within the allowable cap for this company of 11.28 percent. Additionally, this plan expressly forbids repricing. 3 Approve Non-Employee Director Omnibus Stock Plan For For Mgmt VI. Vote Recommendation The total cost of the company's plans of 4.63 percent is within the allowable cap for this company of 11.28 percent. Additionally, this plan expressly forbids repricing. 4 Ratify Auditors For For Mgmt 05/02/06 - SThe Sports Authority, Inc. 84917U109 03/30/06 755 1 Approve Merger Agreement For For Mgmt Based on the one day premium of 20%, the subsequent market reaction, and the solicitation process which did not bring in new bidders, we believe that the merger agreement warrants shareholder support. 2 Adjourn Meeting For For Mgmt Where ISS is supportive of the underlying merger proposal, we are supportive of a narrowly-tailored adjournment proposal that seeks adjournment solely to solicit additional proxies to approve the underlying transaction. 3 Other Business For Against Mgmt As we cannot know the content of this issues, we recommend voting against this proposal. 03/14/06 - AThe Toro Company *TTC* 891092108 01/17/06 1,400 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.42 percent is within the allowable cap for this company of 11.00 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 03/10/06 - AThe Walt Disney Company *DIS* 254687106 01/09/06 1,715 1 Elect Directors For For Mgmt 1.1 Elect Director John E. Bryson --- For We recommend a vote FOR the directors. 1.2 Elect Director John S. Chen --- For 1.3 Elect Director Judith L. Estrin --- For 1.4 Elect Director Robert A. Iger --- For 1.5 Elect Director Fred H. Langhammer --- For 1.6 Elect Director Aylin B. Lewis --- For 1.7 Elect Director Monica C. Lozano --- For 1.8 Elect Director Robert W. Matschullat --- For 1.9 Elect Director George J. Mitchell --- For 1.10 Elect Director Leo J. O' Donovan, S.J. --- For 1.11 Elect Director John E. Pepper, Jr. --- For 1.12 Elect Director Orin C. Smith --- For 1.13 Elect Director Gary L. Wilson --- For 2 Ratify Auditors For For Mgmt 3 Company-Specific -- Shareholder Miscellaneous Against Against ShrHoldr ISS recommends that shareholders vote for proposals to adopt anti-greenmail charter or bylaw amendments or otherwise restrict a company's ability to make greenmail payments. Greenmail is a form of payment that economically disenfranchises all other shareholders. In this case, we believe that the company's recent bylaw amendment with regard to greenmail has substantially addressed the requests of this shareholder proposal. 4 Report on Vendor Standards in China Against Against ShrHoldr Considering the level of controversy that surrounds the operations of certain Disney suppliers and the company's expansion in China, ISS believes that effective vendor compliance measures and transparent reporting are a crucial factor in Walt Disney's operations. Further controversy, including allegations of poor workplace human rights standards at Disney suppliers could lead to costly litigation, damaging public perception, and loss of license to operate or expand in certain markets. Conversely, ISS understands that a collaborative approach to this challenge may represent the most successful means of creating a long term operating structure in China. Therefore, while ISS will continue to monitor Walt Disney's progress towards improved vendor standards and compliance mechanisms, we believe that the company's collaborative approach to developing its existing policies and procedures, outreach to concerned stakeholders, and commitment to further disclosure substantially address the intent of this shareholder proposal. As such, we do not believe that shareholder support for the resolution is necessary at this time. 05/03/06 - AThomas & Betts Corp. *TNB* 884315102 03/06/06 900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 12/06/05 - AThor Industries, Inc. *THO* 885160101 10/18/05 265 1 Elect Directors For Split Mgmt 1.1 Elect Director Wade F.B. Thompson --- Withhold We recommend that shareholders vote FOR Jan H. Suwinski but WITHHOLD votes from insider Wade F.B. Thompson. We recommend that shareholders WITHHOLD votes from Wade F.B. Thompson for failure to establish a majority independent board. 1.2 Elect Director Jan H. Suwinski --- For 05/19/06 - ATime Warner Inc *TWX* 887317105 03/24/06 17,990 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 4.15 percent is within the allowable cap for this company of 5.09 percent. Additionally, this plan expressly forbids repricing. 4 Adopt Simple Majority Vote Requirement Against For ShrHoldr While we commend the company for committing to eliminate the current supermajority voting standard for amending the company's bylaws at next year's annual meeting, we would prefer that all supermajority voting requirements be eliminated. ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. As such, we support this proposal. 5 Separate Chairman and CEO Positions Against Against ShrHoldr We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO position. 6 Develop a Code Vendor of Conduct Against For ShrHoldr In this case, Time Warner does not appear to have established a code of conduct that specifically references certain issues related to workplace human rights, either within the company, or at its vendors and suppliers. We also note that many multinational companies have established such codes or standards and have posted them on their websites. While ISS recognizes that the adoption of an outside, independent monitoring program could be costly or inappropriate for some companies, we do believe that formal workplace labor rights policies can help companies avoid high-profile public issues, thus managing reputation risk and mitigating the potential for exposure to costly fines or litigation. Although the company has not been involved in any recent, significant human rights controversies, ISS believes that the adoption of a code of conduct that substantially addresses workplace human rights topics at its vendor and supplier operations could be beneficial for the company. Therefore, we recommend a vote FOR this resolution. 05/22/06 - ATomkins Plc 890030208 04/12/06 4,333 Meeting for Holders of ADRs 1 RECEIVE THE DIRECTORS REPORT AND FINANCIAL STATEMENTS For For Mgmt 2 APPROVE THE REMUNERATION COMMITTEE REPORT For For Mgmt 3 DECLARE A DIVIDEND For For Mgmt 4 RE-APPOINT MR. R.D. GILLINGWATER For For Mgmt 5 RE-APPOINT MR. D.D.S. ROBERTSON For For Mgmt 6 RE-APPOINT MR. D.H. RICHARDSON For For Mgmt 7 RE-APPOINT MR. K. LEVER For For Mgmt 8 Ratify Auditors For For Mgmt 9 AUTHORISE THE DIRECTORS TO DETERMINE THE INDEPENDENT For For Mgmt AUDITORS REMUNERATION 10 AUTHORISE ALLOTMENT OF RELEVANT SECURITIES For For Mgmt 11 AUTHORISE DISAPPLICATION OF PRE-EMPTION RIGHTS For For Mgmt 12 AUTHORISE PURCHASE OF OWN SHARES For For Mgmt 13 APPROVE THE TOMKINS 2006 PERFORMANCE SHARE PLAN For Against Mgmt 03/30/06 - AToronto Dominion Bank *TD.* 891160509 02/14/06 2,433 1 Elect Directors For For Mgmt 2 Ratify Ernst & Young LLP as Auditors For For Mgmt 3 Include Financial Statements of Bank Subsidiaries in Against Against ShrHoldr Tax Havens in Annual Report Given the highly regulated nature of the financial services industry in Canada, as well as continuing efforts by government agencies working with similar global partners to combat money laundering, terrorist financing, tax evasion and tax fraud, ISS believes that this area of concern is more appropriately the purview of government oversight and law enforcement. We also believe that the Bank's board and management are much better informed and qualified to assess any risk factors associated with subsidiary operations and that including separate financial statements for each subsidiary in a so-called tax haven would not afford shareholders the same degree of insight or competency in this regard. And for any shareholder who is compelled to do so, as the proponent acknowledges, the Bank Act does provide for shareholder access to the financial statements in question for examination and the ability to take extracts of this information free of charge. On the basis of the foregoing, ISS recommends that shareholders vote against this proposal. 4 Submit Any Increase in Executive Compensation to a Against Against ShrHoldr Shareholder Vote In response to investor concern, TD Bank along with the other major Canadian bank's have provided supplemental executive compensation disclosure this year and undertaken, on a best efforts basis, to develop with other institutions and organizations standards for calculating and reporting a cost of management ratio. The proponent raises the legitimate issue of growing executive pay packages as a primary concern of many investors, and suggests that shareholder approval of executive compensation programs would stop the continued growth of already excessive employment packages. Currently the Toronto Stock Exchange provides shareholders with the opportunity to vote upon equity-based compensation plans that reserve shares from treasury, but not on other compensation arrangements. A proposal such as this would have been worthy of consideration if the vote on executive compensation were advisory (as in the UK) rather than binding, as this seems to be. In view of the restrictive nature of this proposal and the broad range of implications of submitting all increases to executive compensation to a binding shareholder vote, ISS does not feel that this shareholder proposal warrants support. 5 Persons Tainted by Judicial Findings of Unethical Against Against ShrHoldr Behaviour are Not Eligible to Serve as Directors While the proposal addresses a legitimate issue, we are concerned about the practical application by a nominating committee of the proponent's proposed policy. To exclude as a candidate director any person 'implicated' whether named or not, would be a difficult policy to administer in the broadest possible way, which the proponent seems to require. The severity of the implication and the level of involvement in or any association with any indiscretion are important issues to consider. In addition, we believe that the bank's policies and due diligence procedures are designed to address the problem raised by the proponent, while giving the board some discretion. ISS does not feel that this shareholder proposal warrants support. 05/12/06 - ATotal SA (Formerly Total Fina Elf S.A ) 89151E109 04/12/06 867 Meeting for Holders of ADRs 1 APPROVAL OF PARENT COMPANY FINANCIAL STATEMENTS For For Mgmt 2 APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS For For Mgmt 3 ALLOCATION OF EARNINGS, DECLARATION OF DIVIDEND For For Mgmt 4 AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS TO For For Mgmt TRANSFER THE SPECIAL LONG-TERM CAPITAL GAINS RESERVED TO THE ACCOUNT 5 AGREEMENTS COVERED BY ARTICLE L.225-38 OF THE FRENCH For For Mgmt COMMERCIAL CODE 6 AUTHORIZATION FOR THE BOARD OF DIRECTORS TO TRADE For For Mgmt SHARES OF THE COMPANY 7 Elect Directors For Split Mgmt 7.1 Elect Director Anne Lauvergeon --- For Effective boards exercise independent judgment when carrying out their fiduciary responsibilities. By requiring a majority of independent directors, the possibility of conflicts of interest is reduced and the quality of board oversight is increased. For this market, we will recommend withholding votes for the election or reelection of any non-independent directors (except the CEO) if the proposed board consists of less than a majority of independent directors. At Total, 47 percent of the board is independent. Therefore, shareholders are advised to withhold votes for the election of the non-independent director proposed here. 7.2 Elect Director Daniel Bouton --- Withhold 7.3 Elect Director Bertrand Collomb --- For 7.4 Elect Director A Jeancourt-Galignani --- For 7.5 Elect Director Michel Pebereau --- Withhold 7.6 Elect Director Pierre Vaillaud --- For 7.7 Elect Director Christophe De Margerie --- Withhold 8 APPROVAL OF THE ASSET CONTRIBUTION BY THE COMPANY TO For For Mgmt EMA, GOVERNED BY THE LEGAL REGIME APPLICABLE TO DEMERGERS 9 FOUR-FOR-ONE STOCK SPLIT For For Mgmt 10 AMENDMENT OF ARTICLE 11 -3 OF THE COMPANY S ARTICLES OF For For Mgmt ASSOCIATION FIXING THE NUMBER OF SHARES OF THE COMPANY 11 RESOLUTION A (NOT APPROVED BY THE BOARD OF DIRECTORS) Against For ShrHoldr 12 RESOLUTION B (NOT APPROVED BY THE BOARD OF DIRECTORS) Against Against ShrHoldr We are not in favor of board mandates attributed to employee shareholder representatives. Considering that Total already has one such seat on its board, we recommend shareholders vote against this resolution. 06/23/06 - AToyota Motor Corp. *7203* 892331307 03/30/06 2,015 Meeting for Holders of ADRs 1 APPROVAL OF PROPOSED APPROPRIATION OF RETAINED EARNINGS For For Mgmt FOR THE FY2006 TERM 2 PARTIAL AMENDMENT OF THE ARTICLES OF INCORPORATION For Against Mgmt Because allowing the company to determine income allocation at the board's discretion is not in shareholders' interest, we recommend that shareholders oppose the article amendment resolution. 3 ELECTION OF 26 DIRECTORS For For Mgmt 4 ELECTION OF 3 CORPORATE AUDITORS For Against Mgmt Given the longstanding relationship between Toyota Motor and the bank at which Mr. Okada (candidate 2) has spent his career, and given that he was executive chairman of the bank and then of its holding company during a period when the bank was engaged in violations of Japanese law which have caused it to be sanctioned by the Financial Services Agency, we recommend that shareholders oppose his nomination as a statutory auditor. 5 ISSUE OF STOCK ACQUISITION RIGHTS WITHOUT CONSIDERATION For For Mgmt TO DIRECTORS, MANAGING OFFICERS AND EMPLOYEES, ETC., OF TOYOTA MOTOR CORPORATION AND ITS AFFILIATES 6 ACQUISITION OF OWN SHARES For For Mgmt 7 AWARD OF BONUS PAYMENTS TO RETIRING CORPORATE AUDITORS, For For Mgmt AND PAYMENT OF THE FINAL RETIREMENT BONUS TO DIRECTORS DUE TO THE ABOLISHMENT OF THE RETIREMENT BONUS SYSTEM FOR DIRECTORS 8 REVISION OF THE AMOUNT OF REMUNERATION FOR DIRECTORS For For Mgmt 03/07/06 - ATransaction Systems Architects, Inc. *TSAI* 893416107 01/06/06 1,543 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/06 - ATriad Guaranty Inc. *TGIC* 895925105 03/31/06 202 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plan of 9.14 percent is within the allowable cap for this company of 9.62 percent. Additionally, this plan expressly forbids repricing. 05/16/06 - ATRW Automotive Holdings Corp *TRW* 87264S106 03/20/06 1,050 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert L. Friedman --- Withhold We recommend a vote FOR J. Michael Losh, but WITHHOLD votes from insider Robert L. Friedman. We recommend that shareholders WITHHOLD votes from Robert L. Friedman for failure to establish a majority independent board. 1.2 Elect Director J. Michael Losh --- For 2 Ratify Auditors For For Mgmt 05/19/06 - ATXU Corp. *TXU* 873168108 03/21/06 6,868 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Establish Range For Board Size For For Mgmt ISS believes that the proposed change is relatively minor and that it is not motivated by a desire to entrench management. 4 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt ISS notes that, if shareholders do not approve this proposal, the TBOC will apply to the company on January 1, 2010. We do not feel that early adoption of the Certificate of Formation would have a negative impact on shareholders, as most changes are administrative in nature. We have no objection to this proposal. 5 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 03/09/06 - ATyco International Ltd. *TYC* 902124106 01/09/06 3,665 Meeting for Holders of ADRs 1 SET THE MAXIMUM NUMBER OF DIRECTORS AT 12 For For Mgmt 2 Elect Directors For Split Mgmt 2.1 Elect Director Dennis C. Blair --- For In light of this concern, we recommend that shareholders withhold votes from McDonald for sitting on more than three boards. 2.2 Elect Director Edward D. Breen --- For 2.3 Elect Director Brian Duperreault --- For 2.4 Elect Director Bruce S. Gordon --- For 2.5 Elect Director Rajiv L. Gupta --- For 2.6 Elect Director John A. Krol --- For 2.7 Elect Director Mackey J. Mcdonald --- Withhold 2.8 Elect Director H. Carl Mccall --- For 2.9 Elect Director Brendan R. O'Neill --- For 2.10 Elect Director Sandra S. Wijnberg --- For 2.11 Elect Director Jerome B. York --- For 3 AUTHORIZATION FOR THE BOARD OF DIRECTORS TO APPOINT AN For For Mgmt ADDITIONAL DIRECTOR TO FILL THE VACANCY PROPOSED TO BE CREATED ON THE BOARD 4 Ratify Auditors For For Mgmt 04/18/06 - AU.S. Bancorp *USB* 902973304 02/27/06 11,360 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Declassify the Board of Directors Against For ShrHoldr 5 Approve Report of the Compensation Committee Against For ShrHoldr 04/18/06 - AU.S. Bancorp *USB* 902973RKH 02/27/06 400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Declassify the Board of Directors Against For ShrHoldr 5 Approve Report of the Compensation Committee Against For ShrHoldr 04/19/06 - AUBS AG H8920M855 03/17/06 2,019 Meeting for Holders of ADRs 1 ANNUAL REPORT, GROUP AND PARENT COMPANY ACCOUNTS FOR For For Mgmt FINANCIAL YEAR 2005 REPORTS OF THE GROUP AND STATUTORY AUDITORS 2 APPROPRIATION OF RETAINED EARNINGS DIVIDEND FOR For For Mgmt FINANCIAL YEAR 2005 3 DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND For For Mgmt THE GROUP EXECUTIVE BOARD 4 RE-ELECTION OF BOARD MEMBER: ROLF A. MEYER For For Mgmt 5 RE-ELECTION OF BOARD MEMBER: ERNESTO BERTARELLI For For Mgmt 6 ELECTION OF NEW BOARD MEMBER: GABRIELLE KAUFMANN-KOHLER For For Mgmt 7 ELECTION OF NEW BOARD MEMBER: JOERG WOLLE For For Mgmt 8 ELECTION OF THE GROUP AND STATUTORY AUDITORS For For Mgmt 9 ELECTION OF THE SPECIAL AUDITORS For For Mgmt 10 CANCELLATION OF SHARES REPURCHASED UNDER THE 2005/2006 For For Mgmt SHARE BUYBACK PROGRAM 11 APPROVAL OF NEW SHARE BUYBACK PROGRAM FOR 2006/2007 For For Mgmt 12 ONE-TIME PAYOUT IN THE FORM OF A PAR VALUE REPAYMENT For For Mgmt 13 SHARE SPLIT For For Mgmt 14 AMENDMENTS TO ARTICLE 4 PARA. 1 AND ARTICLE 4A OF THE For For Mgmt ARTICLES OF ASSOCIATION 15 REDUCTION OF THE THRESHOLD VALUE FOR AGENDA ITEM For For Mgmt REQUESTS (ARTICLE 12 PARA. 1 OF THE ARTICLES OF ASSOCIATION) 16 CREATION OF CONDITIONAL CAPITAL, APPROVAL OF ARTICLE 4A For Against Mgmt PARA. 2 OF THE ARTICLES OF ASSOCIATION Based on the lack of a specific time frame for the use of this capital pool, the lack of specific performance and vesting criteria for the grant of future options, the excessive potential dilution of 7.1 percent from the proposed pool and a total of 15.8 percent with already outstanding options, as well as the lack of any other safeguards, shareholders are advised to vote against this proposal. 02/22/06 - AUGI Corp. *UGI* 902681105 12/09/05 1,483 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 03/29/06 - SUICI 902737105 02/13/06 411 1 Approve Merger Agreement For For Mgmt The board states as reasons for the merger, among others: (1) the fact that the merger consideration represented a premium of 19 percent over the closing price of UICI common stock on Sept. 14, 2005 (the last trading day prior to the announcement of the merger), a premium ranging from three percent to 69 percent over the high and low trading prices of UICI common stock for the preceding 12 months and exceeded the all-time high trading price of UICI common stock and (2) the desire of the Jensen family to consider monetization of a substantial portion of its holdings of UICI stock. Based on our review of the terms of the transaction and the factors described above, specifically the market premium, we believe that the merger agreement warrants shareholder support. 2 Adjourn Meeting For For Mgmt Where ISS is supportive of the underlying merger proposal, we are supportive of a narrowly-tailored adjournment proposal that seeks adjournment solely to solicit additional proxies to approve the underlying transaction. 05/08/06 - AUnilever N.V. 904784709 03/15/06 1,274 Meeting for Holders of ADRs 1 ADOPTION OF THE ANNUAL ACCOUNTS AND APPROPRIATION OF For For Mgmt THE PROFIT FOR THE 2005 FINANCIAL YEAR. 2 DISCHARGE OF THE EXECUTIVE DIRECTORS. For For Mgmt 3 DISCHARGE OF THE NON-EXECUTIVE DIRECTORS. For For Mgmt 4 SHARE EQUALIZATION. For For Mgmt 5 APPROVAL: SHARE EQUALIZATION For For Mgmt 6 ALTERATION III TO THE ARTICLES OF ASSOCIATION. BOARD OF For For Mgmt NOMINATION PROCEDURE. 7 ALIGNMENT OF DIVIDEND GENERATING CAPACITY AND DIVIDEND For For Mgmt ENTITLEMENTS. Analysis Approval of this item would give the board a general authorization to take any action necessary to ensure that the ratio of dividend-generating capacity of Unilever PLC to that of Unilever N.V. does not differ substantially from the ratio of dividend entitlements of ordinary shareholders of the PLC to that of ordinary shareholders of the N.V. As this would, in the near future, include the transfer of assets from the N.V. to the PLC for no consideration, ISS is concerned that this could adversely impact shareholder value for Unilever N.V. Currently, the proportion of the total market capitalization between the two companies seems to reflect to some extent the dividend distribution between the two companies. It is not clear whether the transfer of assets would result in lower dividends for N.V. relative to PLC and what impact this could have on N.V.'s share price relative to PLC. Consequently, without assurances that the relative position of Unilever N.V. would be preserved under the proposed arrangement, shareholders are advised to vote against the item. 8 Elect Directors For For Mgmt 8 Elect Supervisory Board Member For For Mgmt 9 REMUNERATION OF NON-EXECUTIVE DIRECTORS. For For Mgmt 10 Ratify Auditors For For Mgmt 11 DESIGNATION OF THE BOARD OF DIRECTORS AS THE COMPANY For For Mgmt BODY AUTHORIZED IN RESPECT OF THE ISSUE OF SHARES IN THE COMPANY. 12 AUTHORIZATION OF THE BOARD OF DIRECTORS TO PURCHASE For For Mgmt SHARES IN THE COMPANY AND DEPOSITARY RECEIPTS THEREFOR. 05/03/06 - AUnit Corporation *UNT* 909218109 03/06/06 843 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt The requested increase of 100,000,000 shares, is below the allowable threshold of 112,500,000 shares. 4 Increase Authorized Preferred Stock For Against Mgmt In this case, management has not specifically stated that the shares may not be used for antitakeover purposes. When a company fails to provide a specific financing purpose for the shares, the possibility that they will be used for management entrenchment purposes outweighs any potential benefits that they would bring. Further, the company already has preferred stock authorized and has issued none. In the absence of a more compelling reason to increase the authorization, there is no legitimate reason to do so. 5 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.34 percent is within the allowable cap for this company of 6.84 percent. Additionally, this plan expressly forbids repricing. 05/09/06 - AUnited Online, Inc. *UNTD* 911268100 03/13/06 1,317 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/04/06 - AUnited Parcel Service, Inc. *UPS* 911312106 03/09/06 6,095 1 Elect Directors For Split Mgmt 1.1 Elect Director John J. Beystehner --- For We recommend a vote FOR the directors with the exception of affiliated outsider James P. Kelly. We recommend that shareholders WITHHOLD votes from James P. Kelly for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Michael J. Burns --- For 1.3 Elect Director D. Scott Davis --- For 1.4 Elect Director Stuart E. Eizenstat --- For 1.5 Elect Director Michael L. Eskew --- For 1.6 Elect Director James P. Kelly --- Withhold 1.7 Elect Director Ann M. Livermore --- For 1.8 Elect Director Gary E. MacDougal --- For 1.9 Elect Director Victor A. Pelson --- For 1.10 Elect Director John W. Thompson --- For 1.11 Elect Director Carol B. Tome --- For 1.12 Elect Director Ben Verwaayen --- For 2 Ratify Auditors For For Mgmt 05/03/06 - AUnited Surgical Partners International Inc 913016309 03/15/06 733 *USPI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/12/06 - AUnited Technologies Corp. *UTX* 913017109 02/14/06 7,499 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt The requested increase of 2,000,000,000 shares is below the allowable threshold of 2,600,000,000 shares. 4 Establish Term Limits for Directors Against Against ShrHoldr Under an effective corporate governance system, shareholders have the right to express their preferences each year by voting on directors at the annual meeting. Thus, shareholders can remove or reelect directors as they see fit. 5 Report on Foreign Sales of Military Products Against Against ShrHoldr ISS notes that United Technologies already discloses some information on these matters both through public filings and on the company web site. Topics addressed in these forums include disclosure on company policies related to government contract bidding, and appropriate financial information on military or weapons related programs. Additionally, the federal government agencies tasked with evaluating these transfer agreements already provide substantial regulatory oversight regarding the foreign sale of weapons-related products and services. Finally, while we note that the proponents have stated that the company should omit proprietary or classified information from the report, we believe that detailed disclosure into the company's contract bidding and market promotion strategies may negatively impact the company by providing insight to industry competitors without providing additional meaningful information to shareholders. As such, ISS believes that the combination of federal regulation, the current level of disclosure by United Technologies, and the necessity to limit disclosure where it could affect the company's competitive advantage outweigh the potential benefits that may be derived from this proposal. 05/02/06 - AUnitedHealth Group Incorporated *UNH* 91324P102 03/21/06 8,715 1 Elect Directors For Split Mgmt 1.1 Elect Director James A. Johnson --- Withhold We recommend a vote FOR the directors, with the exception of Compensation Committee members Mary O. Mundinger, Ph.D. and James A. Johnson, from whom we recommend shareholders WITHHOLD votes for failure to perform their fiduciary duties as members of the Compensation Committee, as well as for administrating a poorly designed employment contract. 1.2 Elect Director Douglas W. Leatherdale --- For 1.3 Elect Director William W. McGuire, M.D. --- For 1.4 Elect Director Mary O. Mundinger, Ph.D. --- Withhold 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 04/19/06 - AUniversal Forest Products, Inc. *UFPI* 913543104 03/01/06 807 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/02/06 - AUST Inc. *UST* 902911106 03/09/06 1,360 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Submit Internet Tobacco Advertisements to Independent Against Against ShrHoldr Review In the case of this proposal, we note that unlike other proposals addressing potential tobacco health consequences or access through additional reporting, this proposal seeks the oversight of a panel of experts for all Internet advertising, or an outright ban on Internet advertisements. While we encourage the company to continually monitor its adherence to the Smokeless Tobacco MSA and all applicable laws, an outright ban on Internet advertising may not be in the interests of shareholders or the company. Further, an oversight panel of academics and other experts may not yield any additional benefit commensurate with costs that the company's internal legal counsel could not provide. Such decisions are better left to management of the company with review by company's legal counsel, to ensure that it is acting in accordance with applicable laws. As such, we do not recommend shareholder support for this resolution. 4 Declassify the Board of Directors Against For ShrHoldr 12/14/05 - AVail Resorts, Inc. *MTN* 91879Q109 11/04/05 1,406 1 Elect Directors For Split Mgmt 1.1 Elect Director Adam M. Aron --- For We recommend a vote FOR the directors with the exception of independent outsider John J. Hannan. We recommend that shareholders WITHHOLD votes from John J. Hannan for poor attendance. 1.2 Elect Director John J. Hannan --- Withhold 1.3 Elect Director Roland A. Hernandez --- For 1.4 Elect Director Robert A. Katz --- For 1.5 Elect Director Joe R. Micheletto --- For 1.6 Elect Director John F. Sorte --- For 1.7 Elect Director William P. Stiritz --- For 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 12/01/05 - SValero Energy Corp. *VLO* 91913Y100 11/02/05 3,022 1 Increase Authorized Common Stock For For Mgmt The requested increase of 600,000,000 shares is below the allowable threshold of 960,000,000 shares. 04/27/06 - AValero Energy Corp. *VLO* 91913Y100 03/01/06 894 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 02/09/06 - AVarian Semiconductor Equipment Associates, 922207105 12/12/05 1,005 Inc. *VSEA* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 5 Ratify Auditors For For Mgmt 05/19/06 - AVentas, Inc. *VTR* 92276F100 03/20/06 1,355 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.90 percent is within the allowable cap for this company of 12.39 percent. Additionally, this plan expressly forbids repricing. 4 Approve Non-Employee Director Omnibus Stock Plan For For Mgmt VI. Vote Recommendation The total cost of the company's plans of 4.03 percent is within the allowable cap for this company of 12.39 percent. Additionally, this plan expressly forbids repricing. 05/04/06 - AVerizon Communications *VZ* 92343V104 03/06/06 13,353 1 Elect Directors For Split Mgmt 1.1 Elect Director James R. Barker --- For We recommend a vote FOR the directors with the exception of independent outsider Joseph Neubauer. We recommend that shareholders WITHHOLD votes from Joseph Neubauer for sitting on more than three boards. 1.2 Elect Director Richard L. Carrion --- For 1.3 Elect Director Robert W. Lane --- For 1.4 Elect Director Sandra O. Moose --- For 1.5 Elect Director Joseph Neubauer --- Withhold 1.6 Elect Director Donald T. Nicolaisen --- For 1.7 Elect Director Thomas H. O'Brien --- For 1.8 Elect Director Clarence Otis, Jr. --- For 1.9 Elect Director Hugh B. Price --- For 1.10 Elect Director Ivan G. Seidenberg --- For 1.11 Elect Director Walter V. Shipley --- For 1.12 Elect Director John R. Stafford --- For 1.13 Elect Director Robert D. Storey --- For 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Voting Against For ShrHoldr In this case, shareholders do not have the right to call special meetings and only may act by written consent if such consent is unanimous. In addition, the company underperformed the Telecommunication Services peer group and the S&P 500 Index in both one-year and three-year total shareholder returns, as reflected under the Performance Summary table. 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system gives full effect to the shareholder franchise. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 5 Require Majority of Independent Directors on Board Against Against ShrHoldr Applying ISS guidelines on independence to Verizon, a majority of the board members are independent outsiders. ISS notes that several of the above mentioned directors, including Robert Storey, Hugh Price and Sandra Moose, would have been classified as affiliated in recent years. However, because they have since retired from their positions, ISS considers such directors independent. Because the company already satisfies ISS guidelines for a substantial majority independent board and has already established a formal independence policy, we do not believe that this proposal warrants shareholder support. 6 Company-Specific-Directors on Common Boards Against Against ShrHoldr In this case, a substantial majority of the board members are independent outsiders and there are no interlocking directorships on key committees. Therefore, ISS does not recommend shareholders support this proposal. 7 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO / president. 8 Performance-Based and/or Time-Based Equity Awards Against Against ShrHoldr According to ISS' compensation policies, the company has demonstrated that it is using a substantial portion of performance-based awards under its long-term incentives for its top executives for 2005. Notwithstanding the positive steps that the compensation committee had taken in the past year, ISS believes that the committee needs to disclose the rationale of above target payouts under the performance units awards, if paid. Mediocre performance can result in above target payouts based on the current metrics. ISS believes that if the compensation committee were to decide to award more than the target payout of $11.34 million, the committee should explain the rationale for such action to shareholders. The lack of a solid rationale may result in a withhold vote from members of the compensation committee in the future. 9 Report on Political Contributions Against For ShrHoldr In the case of Verizon, ISS notes that the company briefly discusses the right of employees to be involved in the political process as private citizens as well as the impact of legislation on corporate contributions in its Code of Business Conduct; however, there does not appear to be any detailed information available about the company's oversight or accountability procedures for corporate contributions, or general discussion on the company's strategic rationale for its contributions. We do note that Verizon's contributions may not appear significant relative to the size of the firm's assets, or scope of its business; however, we believe that public perception, controversy, and/or litigation stemming from a company's political involvement can lead to costs that exceed the amount initially contributed. Therefore, while ISS believes that some aspects of this resolution may be overly restrictive or burdensome, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote for this resolution. 05/24/06 - AViacom Inc. *VIA.B* 92553P201 03/31/06 1,445 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/20/06 - AVivendi SA (Formerly Vivendi Universal) 92851S204 None 3,351 Special Business 1 Change Company Name to Vivendi and Amend Bylaws For For Mgmt Accordingly Ordinary Business 2 Approve Financial Statements and Statutory Reports For For Mgmt 3 Accept Consolidated Financial Statements and Statutory For For Mgmt Reports 4 Approve Special Auditors' Report Regarding For Against Mgmt Related-Party Transactions When the auditors' report contains an agreement between a non-executive director and the company with respect to providing consulting services (including all professional services), we oppose this request, as such arrangements compromise the supervisory board member's independence. 5 Approve Allocation of Income and Dividends of EUR 1 per For For Mgmt Share 6 Reelect Fernando Falco y Fernandez de Cordova as For For Mgmt Supervisory Board Member Therefore, shareholders are advised to vote for the reelections of Fernando Falco y Fernandez de Cordova (Item 6) and of Gabriel Hawawini (Item 7). 7 Reelect Gabriel Hawawini as Supervisory Board Member For For Mgmt 8 Ratify Barbier Frinault & Autres as Auditor For For Mgmt 9 Ratify Auditex as Alternate Auditor For For Mgmt 10 Authorize Share Repurchase Program of Up to Ten Percent For For Mgmt of Issued Share Capital Special Business 11 Approve Reduction in Share Capital via Cancellation of For For Mgmt Repurchased Shares The amount of capital that may be cancelled is limited to 10 percent in any 24-month period. 12 Authorize Filling of Required Documents/Other For For Mgmt Formalities 04/27/06 - WVivendi SA (Formerly Vivendi Universal) 92851S204 01/24/06 3,351 Meeting for Holders of ADRs 1 TO APPROVE THE AMENDMENTS LISTED IN THE ENCLOSED For For Mgmt REQUEST FOR WRITTEN APPROVAL BY OWNERS OF AMERICAN DEPOSITARY RECEIPTS (ADRS) TO AMEND THE DEPOSIT AGREEMENT. We do not support this early consent payment procedure since it prompts shareholders to vote in favor of management's position. However, to the extent that we recommend support for the proposed amendments to the deposit agreement, it is in the economic interests of shareholders to send their written consent by April 14, 2006. 07/26/05 - AVodafone Group PLC 92857W100 06/14/05 8,584 Meeting for Holders of ADRs 1 TO RECEIVE THE REPORT OF THE DIRECTORS AND FINANCIAL For For Mgmt STATEMENTS 2 Elect Directors For For Mgmt 3 TO APPROVE A FINAL DIVIDEND OF 2.16P PER ORDINARY SHARE For For Mgmt 4 TO APPROVE THE REMUNERATION REPORT For For Mgmt We are not raising any concerns in relation to remuneration. We commend the Company for undertaking its annual round of remuneration meetings with institutional investors and their representatives, including RREV. These meetings enable investors to gain a clear insight into Vodafone's remuneration practices. 5 Ratify Auditors For For Mgmt 6 TO AUTHORISE THE AUDIT COMMITTEE TO DETERMINE THE For For Mgmt AUDITORS REMUNERATION 7 TO AUTHORISE DONATIONS UNDER THE POLITICAL PARTIES, For For Mgmt ELECTIONS AND REFERENDUMS ACT 2000 8 TO RENEW AUTHORITY TO ALLOT SHARES UNDER ARTICLE 16.2 For For Mgmt OF THE COMPANY S ARTICLES OF ASSOCIATION 9 TO RENEW AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS UNDER For For Mgmt ARTICLE 16.3 OF THE COMPANY S ARTICLES OF ASSOCIATION 10 TO AUTHORISE THE COMPANY S PURCHASE OF ITS OWN SHARES For For Mgmt (SECTION 166, COMPANIES ACT 1985) 11 TO APPROVE CHANGES TO THE COMPANY S MEMORANDUM AND For For Mgmt ARTICLES OF ASSOCIATION 12 TO APPROVE THE VODAFONE GLOBAL INCENTIVE PLAN For For Mgmt 05/12/06 - AVulcan Materials Co. *VMC* 929160109 03/21/06 1,480 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.51 percent is within the allowable cap for this company of 7.27 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 05/16/06 - AW & T OFFSHORE INC *WTI* 92922P106 04/04/06 1,478 1 Elect Directors For Split Mgmt 1.1 Elect Director Tracy W. Krohn --- Withhold We recommend a vote FOR the directors with the exception of insiders Jerome F. Freel and Tracy W. Krohn and affiliated outsider Virginia Boulet. We recommend that shareholders WITHHOLD votes from Jerome F. Freel and Tracy W. Krohn for standing as insiders on the Nominating Committee and for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Virginia Boulet for standing as an affiliated outsider on the Nominating Committee and for failure to establish a majority independent board. 1.2 Elect Director Jerome F. Freel --- Withhold 1.3 Elect Director James L. Luikart --- For 1.4 Elect Director Stuart B. Katz --- For 1.5 Elect Director Virginia Boulet --- Withhold 1.6 Elect Director S. James Nelson, Jr. --- For 05/16/06 - AW. R. Berkley Corp. *BER* 084423102 03/20/06 1,909 1 Elect Directors For For Mgmt 1.1 Elect Director William R. Berkley --- For We recommend a vote FOR the directors. 1.2 Elect Director George G. Daly --- For 1.3 Elect Director Philip J. Ablove --- For 1.4 Elect Director Mary C. Farrell --- For 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Increase Authorized Common Stock For For Mgmt The requested increase of 200,000,000 shares is below the allowable threshold of 360,000,000 shares. 4 Ratify Auditors For For Mgmt 04/18/06 - AWachovia Corp. *WB* 929903102 02/22/06 7,285 1 Elect Directors For Split Mgmt 1.1 Elect Director William H. Goodwin, Jr. --- For We recommend a vote FOR the directors with the exception of independent outsider Mackey J. McDonald. We recommend that shareholders WITHHOLD votes from Mackey J. McDonald for sitting on more than three boards while serving as a CEO. 1.2 Elect Director Robert A. Ingram --- For 1.3 Elect Director Mackey J. McDonald --- Withhold 1.4 Elect Director Lanty L. Smith --- For 1.5 Elect Director Ruth G. Shaw --- For 1.6 Elect Director Ernest S. Rady --- For 2 Ratify Auditors For For Mgmt 3 Submit Severance Agreement (Change in Control) to Against For ShrHoldr shareholder Vote ISS believes that the cap suggested by the proponent of 2.99 times base salary and cash bonus is widely considered as the standard threshold level of severance payments for senior executives that should be subject to a shareholder vote. Additionally, since the proponent's proposal does not require that shareholder approval be obtained prior to the drafting of severance agreements, we do not believe that adoption of this proposal would unduly hinder the company's ability to negotiate such agreements with potential executives. ISS believes that shareholders should have a voice in voting on severance payments and that adopting such a policy can prevent oversized severance payments to executives. 4 Report on Political Contributions Against Against ShrHoldr In the case of Wachovia, ISS notes that the company discusses political contributions both in a policy statement and in the corporate Code of Ethics located on the company website. These policies do not appear inconsistent with industry standards or existing regulatory requirements on this issue. Wachovia's policy statement does not outline the criteria used in evaluating political contributions; however, it does clearly state that the company does not contribute any corporate funds to political organizations (including 527s), and that all contributions and political activities are conducted through voluntary, employee-sponsored PACs. Further disclosure includes information on the departments that are accountable for overseeing political activity, and annual director-level audit process. Finally, the company does not appear to be the subject of any recent, significant controversy, fines, or litigation resulting from political action or contributions from it or its employee sponsored PACs. Therefore, while we agree with the proponents that data on every type of political contribution may not be easily accessed, it is our opinion that information provided by Wachovia provides shareholders with sufficient insight into the company's policies and controls. Furthermore, company policy prohibits the use of corporate funds for political contributions. Therefore, ISS does not believe that additional reporting on this matter is warranted at this time. 5 Separate Chairman and CEO Positions Against Against ShrHoldr We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO / president position. 6 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, in a case where a company has in place unfavorable governance provisions, as indicated above, we do not believe the resignation policy is a sufficient alternative to the proposed majority voting standard. The company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. Further, with regard to management's concern that the proposal does not consider potential board vacancies, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 04/18/06 - AWachovia Corp. *WB* 929903RKH 02/22/06 74 1 Elect Directors For Split Mgmt 1.1 Elect Director William H. Goodwin, Jr. --- For We recommend a vote FOR the directors with the exception of independent outsider Mackey J. McDonald. We recommend that shareholders WITHHOLD votes from Mackey J. McDonald for sitting on more than three boards while serving as a CEO. 1.2 Elect Director Robert A. Ingram --- For 1.3 Elect Director Mackey J. McDonald --- Withhold 1.4 Elect Director Lanty L. Smith --- For 1.5 Elect Director Ruth G. Shaw --- For 1.6 Elect Director Ernest S. Rady --- For 2 Ratify Auditors For For Mgmt 3 Submit Severance Agreement (Change in Control) to Against For ShrHoldr shareholder Vote ISS believes that the cap suggested by the proponent of 2.99 times base salary and cash bonus is widely considered as the standard threshold level of severance payments for senior executives that should be subject to a shareholder vote. Additionally, since the proponent's proposal does not require that shareholder approval be obtained prior to the drafting of severance agreements, we do not believe that adoption of this proposal would unduly hinder the company's ability to negotiate such agreements with potential executives. ISS believes that shareholders should have a voice in voting on severance payments and that adopting such a policy can prevent oversized severance payments to executives. 4 Report on Political Contributions Against Against ShrHoldr In the case of Wachovia, ISS notes that the company discusses political contributions both in a policy statement and in the corporate Code of Ethics located on the company website. These policies do not appear inconsistent with industry standards or existing regulatory requirements on this issue. Wachovia's policy statement does not outline the criteria used in evaluating political contributions; however, it does clearly state that the company does not contribute any corporate funds to political organizations (including 527s), and that all contributions and political activities are conducted through voluntary, employee-sponsored PACs. Further disclosure includes information on the departments that are accountable for overseeing political activity, and annual director-level audit process. Finally, the company does not appear to be the subject of any recent, significant controversy, fines, or litigation resulting from political action or contributions from it or its employee sponsored PACs. Therefore, while we agree with the proponents that data on every type of political contribution may not be easily accessed, it is our opinion that information provided by Wachovia provides shareholders with sufficient insight into the company's policies and controls. Furthermore, company policy prohibits the use of corporate funds for political contributions. Therefore, ISS does not believe that additional reporting on this matter is warranted at this time. 5 Separate Chairman and CEO Positions Against Against ShrHoldr We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO / president position. 6 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, in a case where a company has in place unfavorable governance provisions, as indicated above, we do not believe the resignation policy is a sufficient alternative to the proposed majority voting standard. The company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. Further, with regard to management's concern that the proposal does not consider potential board vacancies, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 06/02/06 - AWal-Mart Stores, Inc. *WMT* 931142103 04/05/06 9,221 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Animal Welfare Standards Against Against ShrHoldr In the case of Wal-Mart, ISS notes that the company does not provide detailed information on its company website regarding issues of animal welfare at its suppliers. However, the company does disclose its general policy on animal welfare and appears to be taking reasonable steps to support animal welfare in its supplier relationships. Furthermore, ISS believes that the multiple reports requested by this resolution could be burdensome on the company without providing meaningful information to shareholders. Finally, while we believe it would be beneficial for the company to consider the benefits of new technology at its suppliers, we also believe that management should be afforded the flexibility to make decisions on supplier relationships based on their assessment of the most beneficial sourcing strategies for the company. Therefore, we do not believe that shareholder support for this resolution is warranted. 4 Report on Political Contributions Against For ShrHoldr In the case of Wal-Mart, ISS notes that the company does include a statement regarding the participation of employees in political events and that all corporate contributions must be approved by its Government Relations Department; however the company does not appear to publish information that clearly defines the process for evaluating and overseeing such contributions, business objectives for the company's contributions, or the management of Wal-Mart's political action committees. ISS believes that some aspects of this resolution may be overly restrictive or burdensome; however, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote for this resolution. 5 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system gives full effect to the shareholder franchise. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 6 Prepare a Sustainability Report Against For ShrHoldr In this case, while ISS notes that Wal-Mart has some discussion of issues related to sustainability available on the company website and through its other initiatives, it does not specifically address a number of key, environment, health and safety, and economic issues in detail. Furthermore, the company has committed to increased reporting by the spring of 2007. That said, ISS also notes that sustainability reporting is becoming the norm at many large companies and that Wal-Mart has continued to face concerns related to certain employment and labor issues in its operations. We believe that more structured and comprehensive reporting on sustainability issues will benefit Wal-Mart, as this will help the company to better assess the financial risks that such issues pose to its business and the company's future growth. Further, considering information that is already available on parts of the company's website, it does not appear that consolidation of this data into a sustainability report would prove overly burdensome or costly to shareholders, or unfeasible within the timeline recommended. Therefore, while we commend the company for its steps to address certain social and environmental aspects of its operations in its existing and future disclosure initiatives, we believe that shareholders could benefit from a consolidated report on the company's sustainable development. As such, we recommend that shareholders vote for this resolution. 7 Report on Pay Disparity Against Against ShrHoldr Although ISS generally recommends votes for proposals which increase the level of disclosure on topics of importance to shareholders and support performance-based compensation for executives, the system suggested in this shareholder proposal suggests reporting on salary comparisons and evaluating overall compensation thresholds that may have limited utility for shareholders. Therefore, based on the limited utility or arbitrary nature of the detailed information requested by the report, we do not recommend shareholder support for this resolution. 8 Report on Stock Option Distribution by Race and Gender Against For ShrHoldr Given the nature and potentially significant cost of current litigation regarding this issue at Wal-Mart, we believe that shareholder support for this resolution is warranted. 01/11/06 - AWalgreen Co. *WAG* 931422109 11/14/05 3,060 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Stock Option Plan For Against Mgmt V. Vote Recommendation The total cost of the company's plans of 6.6 percent is above the allowable cap for this company of 5.11 percent. 04/18/06 - AWashington Mutual, Inc *WM* 939322103 02/24/06 470 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation We commend the company for expressly forbidding the repricing of stock options under the plan. The total cost of the company's plans of 5.60 percent is within the allowable cap for this company of 6.25 percent. Additionally, the company passed ISS's three-year average burn rate policy. 4 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 6 Report on Political Contributions Against For ShrHoldr In the case of Washington Mutual, ISS notes that the company briefly discusses the right of employees to be involved in the political process as private citizens in its Code of Conduct; however, there is no detailed information available about the company's policies regarding oversight or accountability for corporate contributions, or the administration of Washington Mutual's PACs. We do note that Washington Mutual's contributions may not appear significant relative to the size of the firm's assets; however, we believe that public perception, controversy, and/or litigation stemming from a company's political involvement can lead to costs that exceed the amount initially contributed. Therefore, while ISS believes that some aspects of this resolution may be overly restrictive or burdensome, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote FOR this resolution. 06/06/06 - AWebsense, Inc. *WBSN* 947684106 04/10/06 834 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/01/06 - AWeingarten Realty Investors *WRI* 948741103 03/14/06 770 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 4.37 percent is within the allowable cap for this company of 5.00 percent. 4 Performance-Based Equity Awards Against For ShrHoldr In conclusion, the company's annual and long-term incentive programs do not sufficiently meet ISS' or the proponent's requirements of pay-for-superior performance standards. Therefore, ISS supports this shareholder proposal. 05/16/06 - AWellpoint Inc *WLP* 94973V107 03/24/06 3,900 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.36 percent is within the allowable cap for this company of 6.76 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 04/25/06 - AWells Fargo & Company *WFC* 949746101 03/07/06 6,455 1 Elect Directors For Split Mgmt 1.1 Elect Director Lloyd H. Dean --- For We recommend a vote FOR the directors with the exception of affiliated outsiders Michael W. Wright, Donald B. Rice, Philip J. Quigley, and Cynthia H. Milligan. We recommend that shareholders WITHHOLD votes from Philip J. Quigley and Cynthia H. Milligan for standing as affiliated outsiders on the Audit and Nominating committees. We also recommend that shareholders WITHHOLD votes from Michael W. Wright and Donald B. Rice for standing as affiliated outsiders on the Compensation and Nominating committees. 1.2 Elect Director Susan E. Engel --- For 1.3 Elect Director Enrique Hernandez, Jr. --- For 1.4 Elect Director Robert L. Joss --- For 1.5 Elect Director Richard M. Kovacevich --- For 1.6 Elect Director Richard D. McCormick --- For 1.7 Elect Director Cynthia H. Milligan --- Withhold 1.8 Elect Director Nicholas G. Moore --- For 1.9 Elect Director Philip J. Quigley --- Withhold 1.10 Elect Director Donald B. Rice --- Withhold 1.11 Elect Director Judith M. Runstad --- For 1.12 Elect Director Stephen W. Sanger --- For 1.13 Elect Director Susan G. Swenson --- For 1.14 Elect Director Michael W. Wright --- Withhold 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, in a case where a company has in place unfavorable governance provisions, as indicated above, we do not believe the resignation policy is a sufficient alternative to the proposed majority voting standard. The company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. Further, the proposal provides for a carve-out for plurality voting in the event of a contested election. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 4 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 5 Compensation- Director Compensation Against Against ShrHoldr ISS believes the proponent's request to annually seek shareholder approval for every future director compensation package is burdensome and offers little value to shareholders. Furthermore, the proposal does not seek to address the real issue - runaway CEO compensation. 6 Report on Discrimination in Lending Against Against ShrHoldr Therefore, based on concerns over the utility of this information to shareholders, and information available on the company's website that addresses some of the concerns set forth in the proposal, we do not believe that shareholder support for this resolution is warranted. 04/25/06 - AWells Fargo & Company *WFC* 949746RKH 03/07/06 74 1 Elect Directors For Split Mgmt 1.1 Elect Director Lloyd H. Dean --- For We recommend a vote FOR the directors with the exception of affiliated outsiders Michael W. Wright, Donald B. Rice, Philip J. Quigley, and Cynthia H. Milligan. We recommend that shareholders WITHHOLD votes from Philip J. Quigley and Cynthia H. Milligan for standing as affiliated outsiders on the Audit and Nominating committees. We also recommend that shareholders WITHHOLD votes from Michael W. Wright and Donald B. Rice for standing as affiliated outsiders on the Compensation and Nominating committees. 1.2 Elect Director Susan E. Engel --- For 1.3 Elect Director Enrique Hernandez, Jr. --- For 1.4 Elect Director Robert L. Joss --- For 1.5 Elect Director Richard M. Kovacevich --- For 1.6 Elect Director Richard D. McCormick --- For 1.7 Elect Director Cynthia H. Milligan --- Withhold 1.8 Elect Director Nicholas G. Moore --- For 1.9 Elect Director Philip J. Quigley --- Withhold 1.10 Elect Director Donald B. Rice --- Withhold 1.11 Elect Director Judith M. Runstad --- For 1.12 Elect Director Stephen W. Sanger --- For 1.13 Elect Director Susan G. Swenson --- For 1.14 Elect Director Michael W. Wright --- Withhold 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, in a case where a company has in place unfavorable governance provisions, as indicated above, we do not believe the resignation policy is a sufficient alternative to the proposed majority voting standard. The company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. Further, the proposal provides for a carve-out for plurality voting in the event of a contested election. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 4 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 5 Compensation- Director Compensation Against Against ShrHoldr ISS believes the proponent's request to annually seek shareholder approval for every future director compensation package is burdensome and offers little value to shareholders. Furthermore, the proposal does not seek to address the real issue - runaway CEO compensation. 6 Report on Discrimination in Lending Against Against ShrHoldr Therefore, based on concerns over the utility of this information to shareholders, and information available on the company's website that addresses some of the concerns set forth in the proposal, we do not believe that shareholder support for this resolution is warranted. 05/17/06 - AWesco International, Inc. *WCC* 95082P105 04/03/06 1,430 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/16/06 - AWestar Energy, Inc. *WR* 95709T100 03/24/06 2,523 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 09/22/05 - AWestell Technologies, Inc. *WSTL* 957541105 07/25/05 3,283 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 01/06/06 - SWFS Financial Inc. 92923B106 11/17/05 406 1 Approve Merger Agreement For For Mgmt Management and the special committee viewed the following factors as deciding before approving the merger agreement: 1. Current financial market conditions and historical market prices and trading information with respect to WFS common stock and Wachovia common stock; 2. Wachovia common stock has a significantly higher daily trading volume than shares of WFS common stock and is therefore more liquid than WFS common stock; 3. Wachovia currently pays a quarterly dividend on its common stock of $0.51 per share, while WFS does not pay a dividend on its common stock; and 4. That Wachovia has the ability to provide greater levels of capital and resources to WFS than WFS could achieve independently or from Westcorp or Western Financial Bank. Based on our review of the terms of the transaction and the factors described above, in particular the premium paid in the transaction, we believe that the merger agreement warrants shareholder support. 2 Adjourn Meeting For For Mgmt 04/20/06 - AWilmington Trust Corp. *WL* 971807102 02/21/06 1,030 1 Elect Directors For For Mgmt 05/26/06 - AWilshire Bancorp Inc *WIBC* 97186T108 03/31/06 251 1 Elect Directors For For Mgmt 05/19/06 - AWright Express Corp *WXS* 98233Q105 03/21/06 2,109 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.50 percent is within the allowable cap for this company of 14.15 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 04/27/06 - AWSFS Financial Corp. *WSFS* 929328102 03/07/06 192 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/06 - AWyeth *WYE* 983024100 03/03/06 9,570 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 3.61 percent is within the allowable cap for this company of 9.95 percent. 4 Report on Product Availability in Canada Against For ShrHoldr ISS generally supports proposals that call for increased disclosure that may help shareholders better evaluate their investment. While we believe that a prescriptive requirement to adopt a policy to support reimportation may be inappropriate and in violation of both U.S. and Canadian regulations on this matter, we do believe that the company could benefit from increased transparency into its policies and the impact that they may have on the company. ISS notes that there are certain legal and safety concerns that can be associated with the reimportation of prescription medications. However, public action and litigation on this matter continues to become more common and contentious, and could result in costly legal maneuvering, damaging publicity, and onerous legislation in the future. Therefore, considering the widely varied stance on this issue, and the degree to which legislation, litigation, and public opinion related to prescription drug access will impact the industry as a whole, and Wyeth specifically, ISS believes that a report on impact of the company's policies related to this topic is warranted. 5 Report on Political Contributions Against For ShrHoldr In the case of Wyeth, ISS notes that the company briefly discusses the right of employees to be involved in the political process as private citizens in its Code of Conduct; however, there is no detailed information available about the company's policies regarding oversight or accountability for corporate contributions, or the administration of Wyeth's PACs. Therefore, while ISS believes that some aspects of this resolution may be overly restrictive or burdensome, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote FOR this resolution. 6 Report on Animal welfare Policy Against For ShrHoldr In this case, Wyeth, there does not appear to be the subject of any recent, significant fines or litigation on the issue of animal welfare indicative of systematic problems with the company's policies. However, ISS notes that the company does not have detailed information publicly disclosed related to its animal welfare policies and procedures. This lack of disclosure is not consistent with policies at other companies in the industry and could expose Wyeth to some level of reputational risk, or damage to the company's brand image. Additionally, based on the company's commitment to sound science and the humane treatment of animals, as well as statements regarding its internal policies, we do not believe that it would be overly costly or burdensome for the company to include this disclosure on its website or in other public documents. ISS does not believe that every aspect of this resolution needs to be addressed by the company; however, we do believe that the company should minimize its exposure to potential risks associated with animal welfare issues by adopting a level of disclosure consistent with industry norms. As such, we recommend shareholder support for this resolution. 7 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS notes that the proposal is not intended to limit the judgment of the board. The board would retain the discretion to address the status of incumbent directors who failed to receive a majority vote under a majority vote standard, and whether a plurality vote standard would be more appropriate in director elections when the number of director nominees exceeds the available board seats. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 8 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 9 Adopt Simple Majority Vote Requirement Against For ShrHoldr We support shareholder proposals seeking to eliminate supermajority vote requirements, as they may serve as entrenchment devices for management and therefore are not in the shareholders' best interest. We believe this proposal warrants support. 05/25/06 - AYahoo!, Inc. *YHOO* 984332106 03/29/06 1,612 1 Elect Directors For For Mgmt 2 Amend Non-Employee Director Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.36 percent is within the allowable cap for this company of 12.52 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 05/24/06 - AZenith National Insurance Corp. *ZNT* 989390109 03/27/06 818 1 Elect Directors For For Mgmt 2 Amend Restricted Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 1.51 percent is within the allowable cap for this company of 9.79 percent. 3 Increase Authorized Common Stock For For Mgmt The requested increase of 50,000,000 shares is below the allowable threshold of 77,500,000 shares. 4 Ratify Auditors For For Mgmt 05/01/06 - AZions Bancorporation *ZION* 989701107 03/01/06 1,720 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For Mgmt 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request.
Fund Name: Principal Variable Contracts - Bond Sub Advisor: Principal Global Investors, LLC
Issuer Ticker Cusip Meeting Matter Proposed by Did Vote? Was Voted For or Date Voted On Issuer or Registrant Against Management? S/H? Vote? No Proxies Voted.
Fund Name: Principal Variable Contracts - Bond Sub-sub Advisor: Post Advisory Group LLC Issuer Ticker Cusip Meeting Matter Proposed by Did Vote? Was Voted For or Date Voted On Issuer or Registrant Against Management? S/H? Vote? No Proxies Voted.
Fund Name: Principal Variable Contracts - Bond Sub-sub Advisor: Spectrum Asset Management, Inc. Issuer Ticker Cusip Meeting Matter Proposed by Did Vote? Was Voted For or Date Voted On Issuer or Registrant Against Management? S/H? Vote? No Proxies Voted.
Fund: Principal Variable Contracts - Capital Value Sub-Advisor: Principal Global Investors LLC Mgmt Rec - Company Management Recommended Vote Vote Summary Report Jul 01, 2005 - Jun 30, 2006 Principal VCF - Cap Value - 5033
Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------- ----------------- ---------------- ----------- --------- ------- ------- ---------------------------------------------------------------------------------------------------------------------------------- 04/28/06 - AAbbott Laboratories *ABT* 002824100 03/01/06 21,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Performance-Based Equity Awards Against For ShrHoldr In conclusion, the company's annual and long-term incentive programs do not sufficiently meet the proponent's requirements of pay-for-superior performance standards. Therefore, ISS supports this shareholder proposal. 4 Report on Political Contributions Against Against ShrHoldr In the case of Abbott Laboratories, ISS notes that the company briefly discusses laws and general policy related to political contributions in its Code of Business Conduct. While this information does not go into detail on the company's overarching business rationale for its contributions, it does disclose that the Legal Division of the company is responsible for oversight and approval of all such contributions. Moreover, the company has committed to including information on its corporate contributions in its annual report. ISS will evaluate the scope and content of the company's disclosure in its next annual report and may consider supporting a similar resolution in the future if the information provided does not provide shareholders with sufficient insight into the company's policies. However, based on information available in the company's Code of Business Conduct regarding the oversight of its political contributions, and Abbott Laboratories' commitment to include disclosure on this topic in its next annual report, ISS does not believe support for the resolution is necessary at this time. 5 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. ISS believes that separating the role of Chair and CEO may help Abbott Laboratories address challenges that face the company on many levels, including pharmaceutical pricing, by encouraging management accountability to shareholders for the establishment of long-term policies that protect and grow shareholder value. 04/28/06 - AAetna Inc. *AET* 00817Y108 02/24/06 18,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 4 Provide for Cumulative Voting Against Against ShrHoldr In this case, the company meets both all of the above corporate governance and performance criteria, with the exception of the 90-day notice requirement for special meetings or written consent action by shareholders. However, Aetna has a 120-day notice requirement which ISS deems sufficient, due to the fact that the company fulfills all other governance criteria and outperforms both its peers and the index in one-, three-, and five-year shareholder returns. Accordingly, the proposal does not warrant shareholder support. 05/11/06 - AAllegheny Energy, Inc. *AYE* 017361106 03/16/06 30,170 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Stock Retention Against For ShrHoldr ISS recognizes that the company has recently implemented stock ownership guidelines. Directors' guidelines are fairly rigorous and directors must hold six times their annual cash retainer in stock. However, we believe that the stock ownership guidelines for executives are not rigorous enough and should go beyond the standard three times salary for CEOs. Further, the company does not have a retention ratio nor a holding period requirement. As such, we believe this proposal warrants shareholder support. 4 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, we believe that a company of this size should be able to find a qualified independent director willing to serve as chairman. 5 Require Director Nominee Qualifications Against Against ShrHoldr Given that the company already has acceptable governance standards in place with respect to director qualifications and fully independent key board committees, adopting a policy as suggested by the proponent appears unwarranted and would not add additional value to shareholders at this time. 6 Performance-Based/Indexed Options Against For ShrHoldr The proposal requests that a significant portion of future stock option grants to senior executives shall be performance-based. ISS believes that this is not unduly restrictive. Based on the available public disclosure, we could not directly link any of the stock option grants or other equity grants to performance metrics. As such, we support this proposal. 7 Eliminate or Restrict Severance Agreements Against For ShrHoldr (Change-in-Control) ISS recognizes that implementation of this policy may be difficult. However, we note that this proposal is somewhat similar to the severance/change-in-control proposal, whereby a company will seek shareholder approval for future severance agreements with senior executives that could provide benefits in an amount exceeding 2.99 times the sum of the executive's base salary and bonus. Currently, the company does not have a policy to seek shareholder approval on excessive severance/change-in-control payments. In supporting the spirit of the proposal, ISS believes that the company can implement a policy on seeking shareholder approval for excessive severance/change-in-control payments. 8 Claw-back of Payments under Restatements Against For ShrHoldr ISS believes that the company has not fundamentally addressed the proponent's key concerns. ISS believes this proposal warrants shareholder vote and we recommend a vote FOR. 9 Submit Shareholder Rights Plan (Poison Pill) to Against Against ShrHoldr Shareholder Vote In the case of Allegheny Energy, we note that a formal policy regarding the adoption of a pill has been established in response to shareholder concerns. We believe that the 12-month period is a reasonable time period to seek shareholder approval and the request of reducing it to four months appears to be unnecessary. ISS commends the company for taking this positive step towards better corporate governance by adopting this policy and terminating the company's previous poison pill. A such, we recommend shareholders do not support this item. 04/27/06 - AAltria Group, Inc. *MO* 02209S103 03/06/06 58,824 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Separate Chairman and CEO Positions Against Against ShrHoldr We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO position. 4 Adopt ILO Standards Against Against ShrHoldr In this case, Altria operates in certain markets that increase the company's exposure to human rights violations. However, ISS notes that the company has established a formal code of conduct that specifically references certain issues related to workplace human rights. Furthermore, Altria discusses its belief that employees should have the right to join, or refrain from joining, trade unions and to bargain collectively, and commits to dealing fairly and directly with representatives of these organizations. The disclosure also briefly discusses information about the company's compliance mechanisms for vendors and suppliers. Finally, the company does not appear to be the subject of any recent, significant fines or litigation related to its international labor rights policies. Therefore, ISS does not believe that the adoption of an additional code of conduct is necessary at this time. As such we recommend that shareholders vote against this resolution. 5 Inform African Americans of Health Risks Associated Against Against ShrHoldr with Menthol Cigarettes We specifically question the impact that undertaking a campaign to warn African Americans of health risks associated with menthol cigarettes will have on shareholder value. Information regarding the health impacts of smoking is available to all interested parties on the company website and through other media campaigns. Furthermore, ISS agrees with the company that public health agencies would be a better venue for addressing these issues, as they can ensure that appropriate information based on sound research is consistently communicated to the public. As such, we do not recommend shareholder support for this resolution. 6 Establish Fire Safety Standards for Cigarettes Against Against ShrHoldr ISS believes that certain issues such as increased product warnings on the health risks, or fire safety standards associated with cigarettes are generally better addressed by legislators and public health agencies rather than individual companies. Unilaterally adopting new fire safety standards could negatively affect the company's competitive advantage, and may not meet the needs of potential future legislation in other states should such legislation arise. Therefore, ISS recommends that shareholders vote against this proposal 7 Adopt Animal Welfare Policy Against Against ShrHoldr In this case, ISS notes that Altria has committed to compliance with applicable guidelines on animal welfare, and that the company's position does not appear inconsistent with industry standards. Moreover, the company has received accreditation from AAALAC for the testing conducted by Philip Morris Research Laboratories. Finally, establishing new policies on animal welfare, monitoring the compliance of external animal testing facilities, and reporting this information to shareholders may not provide enough meaningful information to shareholders to offset the cost and burden to the company of complying with this proposal. As such, we do not recommend shareholder support for the resolution. 8 Support Legislation to Reduce Smoking Against Against ShrHoldr Generally speaking, ISS believes that public agencies are the appropriate forum for discussion on tax policies or regulations regarding public smoking. Furthermore, ISS is concerned that taking active positions to support certain issues related to smoking may have a negative impact on the company's business, and questions the short-term and long-term impact on shareholder value that may result from compliance with this proposal. As such, we do not recommend shareholder support for the resolution. 9 Provide Information on Second Hand Smoke Against Against ShrHoldr ISS believes that the government agencies tasked with providing guidance on issues related to public health are the most appropriate venue for discussion on issues of standardized healthcare coding and statistical analysis of this information. Individual surveys adopted and advocated by companies could provide some confusion or inconsistency in diagnosing and coding medical conditions. As such, we do not recommend shareholder support for this resolution. 05/11/06 - AAmerican Capital Strategies, Ltd. *ACAS* 024937104 03/13/06 25,540 1 Elect Directors For For Mgmt 2 Approve Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 4.18 percent is within the allowable cap for this company of 11.88 percent. Additionally, this plan expressly forbids repricing. 3 Approve Executive Incentive Bonus Plan For For Mgmt VI. Vote Recommendation ISS recognizes that cash bonus plans such as this one can be an important part of an executive's overall pay package, along with stock-based plans tied to long-term total shareholder returns. Over the long term, stock prices are an excellent indicator of management performance. However, other factors, such as economic conditions and investor reaction to the stock market in general, and certain industries in particular, can greatly impact the company's stock price. As a result, a cash bonus plan can effectively reward individual performance and the achievement of business unit objectives that are independent of short-term market share price fluctuations. The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. The total cost of the company's plans of 4.21 percent is within the allowable cap for this company of 11.88 percent. 4 Ratify Auditors For For Mgmt 04/25/06 - AAmerican Electric Power Co. *AEP* 025537101 03/02/06 29,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/06 - AAmerican Financial Group, Inc. *AFG* 025932104 03/31/06 16,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Political Contributions Against For ShrHoldr In the case of American Financial Group, ISS notes that the company briefly discusses the right of employees to be involved in the political process as private citizens in its Code of Conduct as well as its policy of requiring legal review of corporate contributions however, there is no detailed information available about the company's overarching business rational for contributions, and limited information about its oversight and accountability measures. We do note that American Financial Group's contributions may not appear significant relative to the size of the firm's assets; however, we believe that public perception, controversy, and/or litigation stemming from a company's political involvement can lead to costs that exceed the amount initially contributed. Therefore, while ISS believes that some aspects of this resolution may be overly restrictive or burdensome, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote FOR this resolution. 08/11/05 - AAmerican International Group, Inc. *AIG* 026874107 06/24/05 32,160 1 Elect Directors For Split Mgmt 1.1 Elect Director M. Aidinoff --- For 1.2 Elect Director P. Chia --- For 1.3 Elect Director M. Cohen --- Withhold 1.4 Elect Director W. Cohen --- For 1.5 Elect Director M. Feldstein --- For 1.6 Elect Director E. Futter --- For 1.7 Elect Director S. Hammerman --- For 1.8 Elect Director C. Hills --- For 1.9 Elect Director R. Holbrooke --- For 1.10 Elect Director D. Kanak --- For 1.11 Elect Director G. Miles, Jr --- For 1.12 Elect Director M. Offit --- For 1.13 Elect Director M. Sullivan --- For 1.14 Elect Director E. Tse --- For 1.15 Elect Director F. Zarb --- For 2 Ratify Auditors For For Mgmt 05/17/06 - AAmerican International Group, Inc. *AIG* 026874107 03/24/06 52,220 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 11/02/05 - AAmeriCredit Corp. *ACF* 03060R101 09/09/05 33,900 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.68 percent is within the allowable cap for this company of 12.66 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 05/04/06 - AAmerUs Group Co. *AMH* 03072M108 03/08/06 11,100 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.68 percent is within the allowable cap for this company of 7.77 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 04/20/06 - AAmSouth Bancorporation *ASO* 032165102 02/21/06 33,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For Against Mgmt V. Vote Recommendation Although the total cost of the company's plans of 7.05 percent is within the allowable cap for this company of 7.45 percent, and the plan expressly forbids repricing, the company's three year average burn rate of 2.82 percent is higher than its four-digit GICS peer group of 2.46 percent. Therefore, the company has failed ISS's three-year average burn rate policy. 4 Report on Political Contributions Against For ShrHoldr 5 Ammend EEO Statement to Prohibit Discrimination Based Against For ShrHoldr on Sexual Orientation 04/27/06 - AAnnTaylor Stores Corp. *ANN* 036115103 02/28/06 16,400 1 Elect Directors For Split Mgmt 1.1 Elect Director Wesley E. Cantrell --- For We recommend a vote FOR the directors with the exception of independent outsider Barbara A. Turf. We recommend that shareholders WITHHOLD votes from Barbara A. Turf for poor attendance. 1.2 Elect Director Kay Krill --- For 1.3 Elect Director Barbara A. Turf --- Withhold 2 Increase Authorized Common Stock For For Mgmt The requested increase of 80,000,000 shares is below the allowable threshold of 138,000,000 shares. We recommend a vote FOR Item 2. 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.36 percent is within the allowable cap for this company of 9.60 percent. Additionally, this plan expressly forbids repricing. The company's three year average burn rate of 4.23 percent is higher than its four-digit GICS peer group of 4.12 percent. However, the company has made a three-year burn rate commitment equal to its GICS peer group of 4.12 percent. Therefore, ISS will continue to monitor the awards granted to its participants. 4 Ratify Auditors For For Mgmt 05/19/06 - AAon Corp. *AOC* 037389103 03/22/06 26,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. ISS supports performance based compensation that qualifies for tax deduction under Section 162 (m). 4 Amend Omnibus Stock Plan For Against Mgmt V. Vote Recommendation We commend the company for expressly forbidding the repricing of stock options under the plan. However, the company's three year average burn rate of 4.45 percent is higher than its four-digit industry burn rate of 2.56 percent. Therefore, the company has failed ISS's three-year average burn rate policy. Additionally, the total cost of the company's plans of 10.40 percent is above the allowable cap for this company of 6.65 percent. 11/03/05 - AArcher-Daniels-Midland Company *ADM* 039483102 09/16/05 67,700 1 Elect Directors For Split Mgmt 1.1 Elect Director G. Allen Andreas --- For We recommend a vote FOR the directors with the exception of affiliated outsiders O.G. Webb and Mollie Hale Carter. We recommend shareholders WITHHOLD votes from Mollie Hale Carter for standing as an affiliated outsider on the Audit, Compensation, and Nominating committees; and from O.G. Webb for standing as affiliated outsider on the Compensation and Nominating committees. 1.2 Elect Director Alan L. Boeckmann --- For 1.3 Elect Director Mollie Hale Carter, --- Withhold 1.4 Elect Director Roger S. Joslin --- For 1.5 Elect Director Patrick J. Moore --- For 1.6 Elect Director M. Brian Mulroney --- For 1.7 Elect Director Thomas F. O'Neill --- For 1.8 Elect Director O.G. Webb --- Withhold 1.9 Elect Director Kelvin R. Westbrook --- For 2 Report on Genetically Modified Organisms Against Against ShrHoldr Finally, we believe that planning alternatives for sourcing non-GE ingredients, should the situation require, would be based largely on speculation about future restrictions and legislation and may not be ultimately beneficial to the company or its shareholders. Based on the potential expenses and difficulty acquiring reliable results in testing GE ingredients, we do not feel this report would be a beneficial use of shareholder assets. 05/17/06 - AArchstone Smith Trust *ASN* 039583109 03/27/06 27,740 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/02/06 - AArrow Electronics, Inc. *ARW* 042735100 03/17/06 20,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/06 - AAssurant Inc *AIZ* 04621X108 03/31/06 23,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/28/06 - AAT&T Inc *T* 00206R102 03/01/06 180,201 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 2.84 percent is within the allowable cap for this company of 5.00 percent. 4 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt ISS supports any reduction of a company's voting requirements. We believe that the proposed amendment is in shareholders' best interest as it represents an improvement in the company's corporate governance structure. 5 Report on Political Contributions Against Against ShrHoldr In the case of AT&T, ISS notes that the company does not appear to publish a policy on political contributions that clearly defines business objectives for its contributions, the process for evaluating and overseeing such contributions, or the management of AT&T's political action committees. ISS believes that some aspects of this resolution may be overly restrictive or burdensome; however, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote FOR this resolution. 6 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 7 Report on Pay Disparity Against Against ShrHoldr Therefore, based on our concerns regarding the utility of the proposed report and the changes made to company's compensation, we do not believe that preparation of the requested report would yield meaningful information to shareholders regarding the efficacy of the company's executive compensation policies and practices 8 Non-Employee Director Compensation Against Against ShrHoldr The proponent's concern on excessive CEO compensation is valid in the current environment. Executive compensation is a major concern among shareholders. Lucrative CEO compensation packages, stealth compensation in the form of deferred compensation and supplemental executive retirement plans, poor alignment of pay and performance have led to shareholders' dissatisfaction. The mounting concern is evidenced by the growing number of pay related shareholder proposals and the litigation on executive pay practices. However, the proponent has targeted director's compensation and not CEO's compensation. Unlike CEO's pay, director compensation is generally not pay for performance. Instead, directors receive annual retainer fee, plus additional fees for serving on committees and attending board and committee meetings. To align the interests of directors with shareholders, directors also receive automatic grants of stock options and/or stock awards. Abuse in the area of director compensation appears in isolated cases. Retirement packages, such as pension programs for directors are no longer common among companies. ISS believes the proponent's request to annually seek shareholder approval for every future director compensation package is burdensome and offers little value to shareholders. Furthermore, the proposal does not seek to address the real issue - runaway CEO compensation. 9 Submit Severance Agreement (Change in Control) to Against For ShrHoldr shareholder Vote Top executives of AT&T received approximately $31 million in severance pay when SBC acquired the company. Millions of dollars worth of stock options, restricted shares and performance-based shares also vested earlier than originally intended as a result of the trigger on change in control. ISS notes that the company has recently implemented good executive pay practices by limiting severance payments to no more than 2.99 times base salary and target bonus and eliminating tax gross-ups on severance payments. Furthermore, vesting of equity awards would no longer be accelerated under single trigger (i.e., significant change in company ownership structure) but would only occur under double trigger (i.e., significant change in company ownership structure coupled with loss in employment). However, ISS notes that the company does not have a severance policy in place whereby any amounts exceeding the threshold would require shareholder approval. In light of the previous large severance payments given to AT&T executives, ISS believes this binding shareholder proposal warrants support. Furthermore, the proposal provides some flexibility for the company, whereby the board may seek approval of the shareholder approval after the material terms of the severance agreement have been agreed upon. 10 Adopt Simple Majority Vote Requirement Against Against ShrHoldr ISS supports, where permitted under state law, the application of a simple majority voting requirement for most corporate actions. ISS maintains that a simple majority of voting shares should be sufficient to effect major transactions and changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking initiatives that are in shareholders' best interests. Therefore, we support the general idea of the shareholder proposal. However, management has submitted a proposal to reduce the vote requirement for any issues that can be subject to shareholder vote in the future (see item 4 above). As such, we feel that this proposal is unnecessary in light of the fact that the board has substantially addressed the concerns brought forth in the shareholder proposal. 06/08/06 - AAutodesk, Inc. *ADSK* 052769106 04/17/06 13,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/06 - AAvalonBay Communities, Inc. *AVB* 053484101 03/08/06 8,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/06 - AAvery Dennison Corp. *AVY* 053611109 02/27/06 10,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/06 - ABank of America Corp. *BAC* 060505104 03/03/06 70,930 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 4.94 percent is within the allowable cap for this company of 5.79 percent. Additionally, this plan expressly forbids repricing. Although its three-year average burn rate of 2.87 percent is higher than its four-digit GICS peer group of 2.46 percent, the company maintains a three-year burn rate commitment equal to its GICS peer group of 2.46 percent as detailed above. Therefore, ISS will continue to monitor the awards granted to its participants pursuant to this public commitment. 4 Publish Political Contributions Against Against ShrHoldr When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In this case, the company notes that its contributions to political entities and the related disclosure comply with all applicable laws on this topic. The proposal asks that this report should be published within five business days of the annual meeting, and that reports disclosing the recipient and amount of each political contribution be made in a series of local and national newspapers. While ISS believes that increased disclosure is generally beneficial, it does not appear that the cost of preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of shareholder funds. In light of the potential costs associated with the requested report, we recommend that shareholders oppose this request. 5 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. Further, with regard to management's concern that the proposal does not consider potential board vacancies, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 6 Provide for an Independent Chairman Against For ShrHoldr Conclusion In this case, Bank of America has more than 2/3 independent outsiders on its board, all-independent key committees, and established governance guidelines. We note that the chairs of the Audit, Compensation, Corporate Governance, and Executive committees, on a rotating basis, preside as the lead director at the executive sessions of the board. However, as presiding/lead directors, they do not perform all the duties listed above. Further, the company delivered lower one-year total returns of 2.46 percent as compared with 4.91 percent for the S&P 500 Index and 6.83 percent for its GICS peer group. The company delivered three-year total returns of 14.33 percent, which was slightly lower than that of the S&P 500 Index (14.39%) and lower than its GICS peers (20.80%) (Compustat: See Shareholder Returns section above). ISS uses the entire GICS grouping of companies for total shareholder returns to measure company performance. We note that the one-year and three-year return comparison described under the Executive Compensation section includes only a peer group of 12 companies closest to Bank of America in revenue at fiscal year end within the same 6-digit GICS category. Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 7 Exclude Reference to Sexual Orientation from the Against Against ShrHoldr Company's EEO Statement Conclusion Therefore, considering potential benefits that may be associated with Bank of America's existing policy, and the absence of information suggesting that there are significant costs or negative impacts associated with including reference to sexual orientation in the EEO statement, we do not believe shareholder support for this resolution is warranted. 04/28/06 - ABank of Hawaii Corp. *BOH* 062540109 02/28/06 17,310 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.48 percent is within the allowable cap for this company of 8.29 percent. Additionally, this plan expressly forbids repricing. However, the company's three year-average burn rate of 3.30 percent is higher than its four-digit GICS industry burn rate cap of 2.46 percent. Therefore, the company has failed ISS' three-year average burn rate policy. 3 Ratify Auditors For For Mgmt 04/24/06 - ABellSouth Corp. *BLS* 079860102 03/06/06 97,300 1 Elect Directors For Split Mgmt 1.1 Elect Director F. D. Ackerman --- For We recommend a vote FOR the directors with the exception of J. Hyatt Brown, from whom we recommend shareholders WITHHOLD votes for sitting on more than three public boards while serving as a CEO. 1.2 Elect Director R. V. Anderson --- For 1.3 Elect Director J. H. Blanchard --- For 1.4 Elect Director J. H. Brown --- Withhold 1.5 Elect Director A. M. Codina --- For 1.6 Elect Director M. L. Feidler --- For 1.7 Elect Director K. F. Feldstein --- For 1.8 Elect Director J. P. Kelly --- For 1.9 Elect Director L. F. Mullin --- For 1.10 Elect Director R. B. Smith --- For 1.11 Elect Director W. S. Stavropoulos --- For 2 Ratify Auditors For For Mgmt 3 Political Contributions/Activities Against Against ShrHoldr In the case of BellSouth, ISS notes that the company discusses its policies on political contributions on the company website, and these policies do not appear inconsistent with industry standards or existing regulations on this issue. Specifically, BellSouth's discussion of political contributions details of the approval and oversight process for such disbursements, the company's strategic approach to protecting its position through involvement in the political process, and the specific organization that is accountable for political contributions within the company. Furthermore, the company does provide links to external websites that report information on BellSouth's contributions. ISS agrees with the proponents that data on every type of political contribution may not be easily accessed, and that the company should be mindful of the end use of its contributions to ensure that they do not fund organizations which may support agenda's contrary to BellSouth's interests. However, the information provided by BellSouth's disclosure, including links to external websites that provide more detailed disclosure of specific types of contributions, does provide shareholders with some insight into the company's policies and controls. Therefore, ISS does not believe that additional reporting on this matter is warranted at this time. 05/03/06 - ABoston Properties Inc. *BXP* 101121101 03/15/06 10,900 1 Elect Directors For Withhold Mgmt 1.1 Elect Director William M. Daley --- Withhold We recommend withholding votes from all nominees. We recommend shareholders WITHHOLD votes from Edward H. Linde, David A. Twardock, and William M. Daley for failure to implement the shareholder proposal to declassify the board of directors. 1.2 Elect Director Edward H. Linde --- Withhold 1.3 Elect Director David A. Twardock --- Withhold 2 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 3 Performance-Based Against For ShrHoldr While ISS considers the company's short-term incentive compensation to be performance-based and includes most of the positive features that we look for, we do not feel that the company's long-term compensation program goes far enough to substantially tie pay to future performance for senior executives at the company. The company has a practice of granting restricted shares/LTIP units as a reward for past performance, as opposed to granting performance-based equity awards that are contingent upon future performance, preferably with clearly disclosed performance criteria, hurdle rates for those criteria, and measured against a peer group. As such, ISS supports this shareholder proposal. 04/19/06 - ABurlington Northern Santa Fe Corp. *BNI* 12189T104 02/28/06 28,210 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.49 percent is within the allowable cap for this company of 6.63 percent. Additionally, this plan expressly forbids repricing. 4 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders (for compensation that is intended to be "performance-based") who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Require a Majority Vote for the Election of Directors Against For ShrHoldr 6 Separate Chairman and CEO Positions Against For ShrHoldr Absent a designated lead director who performs all of the duties listed above, ISS believes that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 03/30/06 - SBurlington Resources Inc. 122014103 02/24/06 22,000 1 Approve Merger Agreement For For Mgmt Management and the board of directors viewed the following factors as deciding before approving the merger agreement: 1. The merger consideration at announcement represents a premium of approximately 20.9 percent to the closing sale price of the Burlington common stock on Dec. 9, 2005; 2. Burlington shareholders will receive a substantial cash payment for their shares, while at the same time retaining a large equity stake in the combined company, which will afford Burlington shareholders the opportunity to participate in the future financial performance of a larger, more diversified, global, integrated energy company; 3. The Burlington board of directors considered the opinions of each of Morgan Stanley and JP Morgan, that, as of Dec. 12, 2005, the consideration to be paid to Burlington shareholders pursuant to the merger agreement, was fair from a financial point of view to the Burlington shareholders; and 4. The Burlington board of directors considered possible alternatives to the merger, including the possibility of an alternative transaction with a third party. The Burlington board of directors believes that a limited number of other companies might potentially have an interest in a business combination transaction with Burlington. The board believed that it was uncertain that another third party would have an interest in such a transaction and concluded that there was no assurance that solicitation of alternative proposals from third parties would lead to a proposal that would be more favorable to Burlington shareholders than the transaction with ConocoPhillips. Based on our review of the terms of the transaction and the factors described above, in particular the premium at announcement, we believe that the merger agreement warrants shareholder support. 2 Adjourn Meeting For For Mgmt 08/24/05 - ACA Inc *CA* 204912109 07/01/05 43 1 Elect Directors For For Mgmt 2 Ratify Change in Control of Severance Policy For For Mgmt 3 Ratify Auditors For For Mgmt 4 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.49 percent is within the allowable cap for this company of 12.40 percent. Additionally, this plan expressly forbids repricing. 05/05/06 - ACameron International Corp *CAM* 216640102 03/10/06 11,900 1 Elect Directors For For Mgmt 1.1 Elect Director Nathan M. Avery --- For We recommend a vote FOR the directors. 1.2 Elect Director C. Baker Cunningham --- For 1.3 Elect Director Sheldon R. Erikson --- For 2 Ratify Auditors For For Mgmt 3 Change Company Name For For Mgmt 4 Amend Omnibus Stock Plan For Against Mgmt V. Vote Recommendation The total cost of the company's plans of 4.06 percent is within the allowable cap for this company of 5.56 percent. Additionally, this plan expressly forbids repricing. However, company's three-year average burn rate is 2.62%, exceeding the allowable industry burn rate cap of 2.5%. 05/08/06 - ACBL & Associates Properties, Inc. *CBL* 124830100 03/13/06 20,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/02/06 - ACelanese Corp. *CE* 150870103 03/06/06 29,200 1 Elect Directors For Split Mgmt 1.1 Elect Director David F. Hoffmeister --- For We recommend a vote FOR the directors with the exception of insiders Anjan Mukherjee and Paul H. O'Neill. We recommend that shareholders WITHHOLD votes from Anjan Mukherjee for standing as an insider on the Compensation and Nominating committees and for failure to establish a majority independent board. Finally, we recommend that shareholders WITHHOLD votes from Paul H. O'Neill for failure to establish a majority independent board. 1.2 Elect Director James E. Barlett --- For 1.3 Elect Director Anjan Mukherjee --- Withhold 1.4 Elect Director Paul H. O'Neill --- Withhold 2 Ratify Auditors For For Mgmt 05/11/06 - ACenturyTel, Inc. *CTL* 156700106 03/17/06 20,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/06 - AChevron Corporation *CVX* 166764100 03/06/06 78,410 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Company-Specific-Reimbursement of Stockholder Proposal Against For ShrHoldr Because this binding proposal provides for reimbursement of expenses only in cases where a resolution is passed by shareholders and adopted for the benefit of the company, we recommend a vote FOR this item. 4 Report on Environmental Impact of Drilling in Sensitive Against Against ShrHoldr Areas Therefore, while we would encourage the company to continue to provide more transparency into the environmental impact of the company's operations we do not believe that shareholder support for this resolution is warranted. 5 Report on Political Contributions Against Against ShrHoldr In the case of Chevron, ISS notes that the company discusses its policies on political contributions on the company website and these policies do not appear inconsistent with industry standards or existing regulations on this issue. Specifically, Chevron's policy statement discloses guidelines for what type of organizations it will contribute to, the company's broad business strategy behind its political activity, and the total amounts contributed by the company and its PAC. Furthermore, the company does not appear to be the subject of any recent, significant controversy, fines, or litigation resulting from political action or contributions from it or its employee sponsored PACs. Therefore, while we agree with the proponents that data on every type of political contribution may not be easily accessed, it is our opinion that information provided by Chevron's disclosure gives shareholders sufficient insight into the company's policies and controls. Therefore, ISS does not believe that additional reporting on this matter is warranted at this time. 6 Adopt an Animal Welfare Policy Against Against ShrHoldr In this case, ISS notes that Chevron's involvement in animal testing is limited to outsourcing animal research that is required by law to external animal testing operations. Furthermore, the company has committed to retaining only those animal research laboratories that are accredited by AAALAC and discusses its general policies towards animal care and welfare in the management response to this resolution. ISS questions the value of this report to shareholders based on the limited involvement that the company has with animal testing. Establishing new policies on animal welfare, monitoring the compliance of external animal testing facilities, and reporting this information to shareholders may not provide enough meaningful information to shareholders to offset the cost and burden to the company of complying with this proposal. As such, we do not recommend shareholder support for the resolution. 7 Adopt a Human Rights Policy Against For ShrHoldr In this case, Chevron does have its Chevron Way statement and a code of business ethics available on the company website to convey its policies on human rights; however we do not believe that this information substantially addresses certain key issues related to workplace human rights. We also note that many multinational companies have established such codes or standards based on ILO guidelines or the UN Norms and posted them on their websites. ISS recognizes that the company has committed to developing a Human Rights Statement; however, there is no information currently available to judge the scope and inclusiveness of this forthcoming policy. Moreover, considering the industry and markets that the company operates in, as well as existing allegations or litigation related to human rights concerns at the company, we believe that it is important for the company to develop and disclose a human rights policy based on internationally accepted standards. As such, we recommend shareholder support for this resolution. 8 Report on Remediation Expenses in Ecuador Against Against ShrHoldr In this case, we note that the company has made significant efforts to provide interested parties with information on the situation in Ecuador. Moreover, since litigation on this matter is still pending, certain disclosure may not be appropriate. We further note that the company's involvement in Ecuador was through a subsidiary of Texaco (prior to the 2001 merger) operating as a minority partner in an oil consortium with the Ecuadorian government. Additionally, Chevron has no ownership interest in the current oil operations in this region, and the government of Ecuador has released the company from further obligation or liability on the issue. Finally, ISS believes that the information provided by Chevron on its website provides shareholders with adequate insight into the company's risk exposure, cost allocations, and policies related to the remediation of facilities in Ecuador. Considering these factors, ISS questions the utility of the additional information requested by this resolution for the company's shareholders. Therefore, we do not recommend shareholder support for the resolution at this time. 04/26/06 - ACIGNA Corp. *CI* 125509109 02/28/06 11,730 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/27/06 - ACircuit City Stores, Inc. *CC* 172737108 04/21/06 26,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/09/06 - ACIT Group Inc *CIT* 125581108 03/23/06 20,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 8.99 percent is within the allowable cap for this company of 11.44 percent. Additionally, this plan expressly forbids repricing. 4 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 04/18/06 - ACitigroup Inc. *C* 172967101 02/24/06 32,940 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Reduce Supermajority Vote Requirement For For Mgmt ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 4 Reduce Supermajority Vote Requirement For For Mgmt ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 5 Reduce Supermajority Vote Requirement For For Mgmt ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 6 End Issuance of Options and Prohibit Repricing Against Against ShrHoldr ISS believes that taking away the company's ability to grant stock options is an arbitrary and excessively restrictive proposal that could potentially prohibit the company from compensating employees based upon their individual and company-wide performance. Being unable to issue stock options could hinder the company's ability to attract and retain competent executive officers. As such, ISS does not believe that this item warrants shareholder approval. 7 Report on Political Contributions Against Against ShrHoldr In the case of Citigroup, ISS notes that the company discusses its policies on political contributions on the company website and these policies do not appear inconsistent with industry standards or existing regulations on this issue. Specifically, Citigroup's policy statement discloses guidelines for what type of organizations it will contribute to, the company's broad business strategy behind its political activity, and the specific internal organization that is accountable for public policy activities within the company. Furthermore, the company does not appear to be the subject of any recent, significant controversy, fines, or litigation resulting from political action or contributions from it or its employee sponsored PACs. Therefore, while we agree with the proponents that data on every type of political contribution may not be easily accessed, it is our opinion that information provided by Citigroup's Corporate Political Contributions Statement provides shareholders with sufficient insight into the company's policies and controls. Therefore, ISS does not believe that additional reporting on this matter is warranted at this time. 8 Report on Charitable Contributions Against Against ShrHoldr In this case, we note that Citigroup discloses a significant amount of the information requested by the proponent it its Corporate Responsibility Report and in the Citigroup Foundation's Annual Report. Moreover, some aspects of the resolution, including determining the estimated or actual benefits of each charitable contribution may be difficult to produce without significant speculation, and could place a significant burden on the company without providing commensurate value to shareholders. Therefore, ISS does not recommend shareholder support for the resolution at this time. 9 Performance-Based Equity Awards Against For ShrHoldr ISS supports the use of performance-based pay, particularly in cases where a company does not attach payment to specific pre-established performance targets. Also, because this proposal provides for a "significant portion" of long-term equity compensation to executives be performance-based, it is not overly restrictive and does not limit the board's ability to create a competitive compensation package for its senior executives. 10 Reimbursement of Expenses Incurred by Shareholder(s) Against Against ShrHoldr ISS believes that adoption of this binding proposal would pose several problems. The formula by which the company would provide reimbursement would require substantial payment even if a number of dissident nominees do not receive significant votes. Additionally, the proposal does not include an overall cap on expense reimbursement and could encourage frivolous spending by shareholder nominees. ISS would prefer that dissident nominees include a reimbursement proposal on their proxy cards to be voted. 11 Separate Chairman and CEO Positions Against Against ShrHoldr We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO position. 12 Clawback of Payments Under Restatement Against Against ShrHoldr Because the board has adopted a formal policy which clearly communicates its intent that, in the event of unacceptable reasons for restatements, it would seek to recoup the responsible executive's bonus, we feel the board has substantially addressed the proponents request. 04/26/06 - ACity National Corp. *CYN* 178566105 03/01/06 11,280 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/27/06 - AClaires Stores, Inc. *CLE* 179584107 05/01/06 18,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Adopt MacBride Principles Against Against ShrHoldr Based on the fact that the existing reporting requirements are substantially similar to the MacBride Principles, the potential difficulties associated with full implementation of the Principles and the lack of any specific controversies regarding the company's operations in Northern Ireland, we do not believe that the adoption of the MacBride Principles is necessary at this time. 05/04/06 - AColgate-Palmolive Co. *CL* 194162103 03/07/06 17,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.56 percent is within the allowable cap for this company of 7.69 percent. 4 Separate Chairman and CEO Positions Against Against ShrHoldr Conclusion In this case, Colgate-Palmolive has an 89-percent independent board, all-independent key committees, and corporate governance guidelines which can be found on its website (See http://www.colgate.com/app/Colgate/US/Corp/Governance/BoardofDirectors/GovernanceGuidelines.cvsp). The guidelines expressly designate the position of a presiding director who will perform each of the duties listed above. Further, we note that the company delivered higher one-year total returns of 9.52 percent as compared with 4.91percent for the S&P 500 Index and -0.25 percent for its GICS peer group. The company delivered three-year total returns of 3.45 percent, which was lower than that of the S&P 500 Index (14.39%) and lower than its GICS peers (9.09%). (Compustat: See Shareholder Returns and Performance Summary sections above). We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO position. 5 Performance-Based Equity Awards Against For ShrHoldr Colgate-Palmolive is in the household and personal products business, which is a stable and mature industry. ISS believes that the proponent's pay-for-superior-performance standard can be implemented by the company given its line of business. The company's annual and long-term incentive programs do not sufficiently meet the proponent's requirements. Therefore, ISS supports this shareholder proposal. 05/16/06 - AComerica Inc. *CMA* 200340107 03/17/06 23,960 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.32 percent is within the allowable cap for this company of 6.64 percent. Additionally, this plan expressly forbids repricing. 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Ratify Auditors For For Mgmt 05/10/06 - AConocoPhillips *COP* 20825C104 03/10/06 56,894 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report Damage Resulting From Drilling Inside the Against For ShrHoldr National Petroleum Reserve In this case, we note that the resolution asks for disclosure on the impact of the company's operations in the NPR-A, including discussion on refraining from drilling in this region. ISS agrees with management that it may be inappropriate for the company to commit to refrain from operating in certain areas. Such actions could limit the company's ability to take advantage of opportunities that would benefit the company and its shareholders. That said, we believe that increased reporting on operations in sensitive or protected ecosystems is warranted, especially in circumstances where there has been some contention over the use of regions recently opened for oil and gas leases. As much of the information requested in these reports is already evaluated under the permitting process, consolidation of a report should not be overly burdensome or costly to the company. Conversely, such disclosure could be beneficial for the company by mitigating reputational risk, improving stakeholder relations, and communicating the company's proactive efforts to implement its policies to develop protected areas in a responsible manner. Therefore, based on the limited cost of providing the report and potential value that such disclosure could provide for shareholders, ISS recommends support for this resolution. 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. Further, with regard to management's concern that the shareholder proposal does not provide guidance with respect to director holdover situations, ISS notes that the precatory proposal allows the board the flexibility to determine whether the majority vote standard may not be appropriate in certain circumstances. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 5 Submit Supplemental Executive Retirement Plans to Against For ShrHoldr Shareholder vote In this case, the potential practice of crediting additional years of service not actually worked to executives will lead to substantially larger retirement payouts, at the expense of shareholders. As this practice clearly represents an "extraordinary retirement benefit," ISS believes that shareholder support of this proposal is warranted. 6 Report Accountability for Company's Environmental Against Against ShrHoldr Impacts due to Operation ISS notes that the company provides significant, detailed reporting on its social and environmental impact including emissions, spills, and policies on sustainable development. Moreover, the company is involved in certain stakeholder initiatives that seek to include external stakeholders in the company's evaluation of social and environmental impact. Finally, the company has committed to expand and develop its reporting and operations as it produces future sustainability reports. Considering the existing disclosure and initiatives at the company, ISS does not believe that the additional reporting requested by this proposal would provide significant value for shareholders. Therefore, based on current discussion related to social and environmental performance and initiatives the company has taken to involve external stakeholders in its evaluation processes, ISS does not believe that shareholder support for this resolution is warranted. 7 Non-Employee Director Compensation Against Against ShrHoldr Director compensation is generally not pay for performance. Instead, directors receive annual retainer fees, plus additional fees for serving on committees and attending board and committee meetings. Further, studies of the 100 largest U.S. based companies listed on the NASDAQ and NYSE have shown that, on average, compensation is higher for audit committee chairs than for other committee chairs. ISS believes that additional compensation to certain non-employee directors with increased responsibilities and liabilities is justified in light of recent corporate governance reforms. Therefore, ISS believes that support for this shareholder proposal is not warranted. 05/09/06 - ACummins , Inc. *CMI* 231021106 03/20/06 5,098 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 01/26/06 - AD.R. Horton, Inc. *DHI* 23331A109 12/01/05 17,173 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.75 percent is within the allowable cap for this company of 9.44 percent. Additionally, this plan expressly forbids repricing. 3 Increase Authorized Common Stock For For Mgmt The requested increase of 600,000,000 shares is below the allowable threshold of 67,500,000 shares. 4 Report on Energy Efficiency Against Against ShrHoldr In this case, ISS notes that D.R. Horton has not publicly disclosed significant information on its environmental policies and performance. That said, ISS believes that companies in the homebuilding industry should continue to explore the manner in which increased energy efficiency could be beneficial, both for sustainable financial performance at the company and for the environment and stakeholders, and disclose information on how the company is addressing these concerns in their filings or through other public reporting. However, we question the degree to which a specific report on GHG emissions would address the core business of the company and provide meaningful information that would benefit shareholders. Finally, based on recognition from the EPA's Energy Star program and the lack of recent, significant controversy related to the company's environmental performance, there does not appear to be any information to suggest that D.R. Horton operates in a manner that is inconsistent with accepted industry standards or likely to result in damage to the company's reputation or shareholder value. Therefore, while ISS encourages D.R. Horton to develop policies and reporting methods to proactively address and communicate information to shareholders related to environmental performance, we do not believe support for this proposal is warranted at this time. 5 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 09/21/05 - ADarden Restaurants, Inc. *DRI* 237194105 07/25/05 29,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/07/06 - ADevon Energy Corp. *DVN* 25179M103 04/10/06 34,760 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt Authorizing the grant of SARs and cash-out rights under this plan will not adversely affect shareholders or result in any additional shareholder value transfer. As such, shareholder support of this amendment is warranted. 03/10/06 - SDuke Energy Corp. *DUK* 264399106 01/17/06 77,400 1 Approve Merger Agreement For For Mgmt Management and the board of directors viewed the following factors as deciding before approving the merger transaction: 1. The Duke Energy board considered that the mergers will create one of the largest integrated utility companies in the United States with assets of over $70 billion; 2. The board considered that the mergers will create a combined company with greater diversification of regulatory regimes and more balance in its electric business; 3. The board considered that Duke Energy and Cinergy share a common vision of the future of consolidation in the utility sector and the present and future effect of deregulation on energy companies; 4. The board considered that the combined company will offer both strategic and financial advantages in serving the energy marketplace; 5. Management and the board also took note of the historical stock prices of Duke Energy and Cinergy, including that the exchange ratio for Cinergy's shareholders represented a 13.4 percent premium over the closing price of Cinergy's common stock on May 6, 2005; and 6. The board of directors considered the earnings, cash flow, balance sheet and dividend impact of the mergers. Based on our review of the terms of the transaction and the factors described above, in particular the synergies the merger will create and the potential size of the combined company, we believe that the merger agreement warrants shareholder support. 04/27/06 - AEdison International *EIX* 281020107 02/27/06 36,060 1 Elect Directors For For Mgmt 2 Amend Articles To Eliminate Fair Price Provision For For Mgmt We support the company's effort to remove the fair price provision from its articles of incorporation, which has an antitakeover effect. We believe that the proposed amendment is in shareholders' best interest as it represents an improvement in the company's corporate governance structure. 3 Adopt Simple Majority Vote Requirement Against Against ShrHoldr ISS maintains that a simple majority of voting shares should be sufficient to effect changes in a company's corporate governance. Therefore, we support the general idea of the shareholder proposal. However, management has submitted a proposal to amend the company's articles of association to eliminate "Fair Price Provision", which we support (see item 2 above). As such, we feel that this proposal is unnecessary in light of the fact that the board has addressed the concerns brought forth in the shareholder proposal. 04/26/06 - AEnergen Corp. *EGN* 29265N108 03/03/06 23,000 1 Elect Directors For For Mgmt 01/23/06 - AEnergizer Holdings, Inc. *ENR* 29266R108 11/18/05 14,200 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 05/09/06 - AEnsco International, Inc. *ESV* 26874Q100 03/10/06 15,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/06 - AEquifax Inc. *EFX* 294429105 03/09/06 22,000 1 Elect Directors For Split Mgmt 1.1 Elect Director Garry Betty --- Withhold We recommend a vote FOR the directors with the exception of independent outsiders Garry Betty, Larry L. Prince and Jacquelyn M. Ward. We recommend that shareholders WITHHOLD votes from Larry L. Prince and Jacquelyn M. Ward for for failure to submit the company's poison pill to a shareholder vote. 1.2 Elect Director Larry L. Prince --- Withhold 1.3 Elect Director Richard F. Smith --- For 1.4 Elect Director Jacquelyn M. Ward --- Withhold 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 04/12/06 - AEquitable Resources, Inc. *EQT* 294549100 02/13/06 13,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 05/09/06 - AEssex Property Trust, Inc. *ESS* 297178105 02/28/06 6,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 07/22/05 - AExelon Corp. *EXC* 30161N101 05/02/05 44,390 1 Issue Shares in Connection with an Acquisition For For Mgmt Based on our review of the terms of the transaction and the factors described above, we believe that the share issuance warrants shareholder support. 2 Elect Directors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt The requested increase of 800,000,000 shares is below the allowable threshold of 1,440,000,000 shares. 4 Ratify Auditors For For Mgmt 5 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 3.11 percent is within the allowable cap for this company of 8.66 percent. Additionally, this plan forbids repricing. 6 Approve Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 7 Adjourn Meeting For Against Mgmt We recommend that shareholders vote against this proposal given the broad authority that this proposal would grant beyond the solicitation of additional proxies. 05/31/06 - AExxon Mobil Corp. *XOM* 30231G102 04/06/06 118,285 1 Elect Directors For Split Mgmt 1.1 Elect Director Michael J. Boskin --- For We recognize the company's contention that they are using base salary plus bonus in the pension calculation because they consider earnings bonus units as part of the annual cash bonus. Nevertheless the earnings bonus units are long-term performance based pay, not annual cash bonuses, and are recorded as LTIPs in the proxy statement.The inclusion of performance-based compensation into the pension calculation has inflated the value of pension earnings for executives at ExxonMobil. Mr. Raymond's $98 million retirement package would have been considerably smaller without the addition of earnings bonus units into the calculation. Creating a retirement program where performance awards are rolled into a pension means that those awards are earned once, but used as compensation twice. This double dipping phenomenon has created a wealth enhancing effect for all participants under this plan. The plan will continue to generate sizeable payouts for Mr. Tillerson, just as it did for Mr. Raymond. Therefore, we urge the Compensation Committee to amend the practice of including earnings bonus units in the pension calculation, as this practice grossly inflates the pension payout and has no discernable value for shareholders. ISS recommends shareholders to withhold votes from the members of the compensation committee with the exception of Samuel J. Palmisano for the poor compensation practices. Samuel J. Palmisano, one of the current members of the compensation committee, joined the board in 2006. We recommend shareholders to withhold votes from William R. Howell, James R. Houghton, Reatha Clark King and Walter V. Shipley for administering a poor compensation practice. 1.2 Elect Director William W. George --- For 1.3 Elect Director James R. Houghton --- Withhold 1.4 Elect Director William R. Howell --- Withhold 1.5 Elect Director Reatha Clark King --- Withhold 1.6 Elect Director Philip E. Lippincott --- For 1.7 Elect Director Henry A. McKinnell, Jr. --- For 1.8 Elect Director Marilyn Carlson Nelson --- For 1.9 Elect Director Samuel J. Palmisano --- For 1.10 Elect Director Walter V. Shipley --- Withhold 1.11 Elect Director J. Stephen Simon --- For 1.12 Elect Director Rex W. Tillerson --- For 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against For ShrHoldr In this case, the number of directors at any time may be increased or diminished by the vote of the board of directors as stated in the company's certificate of incorporation. Therefore, the company fails to meet all of the aforementioned corporate governance. Accordingly, the proposal warrants shareholder support. 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system gives full effect to the shareholder franchise. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 5 Company-Specific-Nominate Independent Director with Against Against ShrHoldr Industry Experience Therefore ISS believes that diverse experience among a company's directors can improve the board's ability to effectively oversee the strategic management of the company. However, because of concerns over the feasibility of implementing this resolution and the lack of information suggesting that the current directors are uninformed, or failing in their responsibilities to shareholders, we do not recommend shareholder support at this time. 6 Require Director Nominee Qualifications Against Against ShrHoldr According to ISS' policies, none of the directors are currently over-committed. Further, the company has policies and procedures in place to ensure that directors are not over-committeed. Therefore, ISS does not believe that this item warrants shaerholder support. 7 Non-Employee Director Compensation Against Against ShrHoldr The proponent's concern on excessive CEO compensation is valid in the current environment. Executive compensation is a major concern among shareholders. Lucrative CEO compensation packages, stealth compensation in the form of deferred compensation and supplemental executive retirement plans, poor alignment of pay and performance have led to shareholders' dissatisfaction. The mounting concern is evidenced by the growing number of pay related shareholder proposals and the litigation on executive pay practices. However, the proponent has targeted director's compensation and not CEO's compensation. Unlike CEO's pay, director compensation is generally not pay for performance. Instead, directors receive annual retainer fee, plus additional fees for serving on committees and attending board and committee meetings. To align the interests of directors with shareholders, directors also receive automatic grants of stock options and/or stock awards. Abuse in the area of director compensation appears in isolated cases. Retirement packages, such as pension programs for directors are no longer common among companies. ISS believes the proponent's request to annually seek shareholder approval for every future director compensation package is burdensome and offers little value to shareholders. Furthermore, the proposal does not seek to address the real issue - runaway CEO compensation. 8 Separate Chairman and CEO Positions Against Abstain ShrHoldr 9 Review Executive Compensation Against Against ShrHoldr We believe that the compensation committee report should provide a more robust discussion of executive pay decisions, particularly in light of the substantial compensation and retirement packages that were granted to Mr. Raymond. However, we question the utility to shareholders of a detailed report disclosing and analyzing the balance between executive compensation and the pay of Exxon Mobil's lowest paid employees over the last ten years. While we agree that shareholders could benefit from an in depth review of the compensation committee's policies to control excessive CEO pay , the specific information requested by this resolution focuses more directly on the issue of pay disparity within the company, and may result in a report that is arbitrary in nature, or provides limited meaningful information to shareholders. As such, we do not recommend shareholder support for this resolution. 10 Link Executive Compensation to Social Issues Against Against ShrHoldr Although ISS generally recommends votes for proposals that increase performance-based compensation for executives, the system suggested in this resolution proposes that the compensation committee calculate a portion of executive salary based solely on certain social and environmental factors. While ISS is concerned with some aspects of the company's pay practices, we do not believe that establishing and disclosing detailed social and environmental metrics as quantified factors to be used when calculating executive compensation would benefit shareholder. In our opinion, explicitly defining such criteria could limit the compensation committee's ability to effectively establish and maintain the link between executive compensation and overall company performance in a dynamic industry. As such, we do not recommend shareholder support for this resolution. 11 Report on Political Contributions Against Against ShrHoldr In the case of ExxonMobil, ISS notes that the company provides some detailed information on its political contributions on the corporate website. Specifically, this information reiterates the company's policies related to corporate and PAC spending and discloses aggregate contribution amounts for corporate funds to state political initiatives and 527 organizations, as well as an overview of PAC contributions. Therefore, while we agree with the proponents that the business rational and detailed data on every type of political contribution may not be easily accessed, it is our opinion that information provided by Exxon Mobil's political contributions segment of the company website provides shareholders with sufficient insight into the company's policies and controls. As such, ISS does not believe that additional reporting on this matter is warranted at this time. 12 Report on Charitable Contributions Against Against ShrHoldr Without information suggesting that the company's management of its contributions or perks has had a negative impact on shareholder value, ISS does not believe that it is necessary or appropriate to challenge this particular contribution or the company's policies in general. Therefore, based on questions over the necessity and utility of this resolution, we do not recommend shareholder support. 13 Amend Equal Employment Opportunity Policy to Prohibit Against For ShrHoldr Discrimination Based on Sexual Orientation Given the fact that company's competitors reference sexual orientation discrimination in their EEO statements and the fact that Mobil did explicitly bar this type of discrimination in its EEO statement prior to the merger with Exxon, we believe that the company should amend its EEO to explicitly prohibit discrimination based on sexual orientation. As such, we recommend that shareholders vote for this resolution. 14 Report on Damage Resulting from Drilling for Oil and Against Against ShrHoldr gas in Protected Areas Therefore, based on the level of existing disclosure relative to other companies in the industry and the potential cost and burden associated with producing this information, we recommend a vote against this resolution. 15 Report Accountability for Company's Environmental Against Against ShrHoldr Impacts due to Operation In this case, the proponent is asking ExxonMobil to disclose information on how it is accountable for the environmental impacts that its operations have on communities. Specifically, the shareholder is asking that the company discuss not only the negative impact of its operations, but also details on how the company integrates community awareness into its policies and reporting. ISS notes that the company is involved in several community initiatives to improve social welfare or encourage ongoing dialogue with the company on issues of importance to stakeholders. Moreover, the company provides a substantial amount of disclosure on its environmental performance and social initiatives. While this disclosure may not discuss each issue recommended by the proponent, it does allow investors to clearly evaluate the policies and management controls that the company has established to measure and evaluate environmental performance and the impact of company operations on community stakeholders. Therefore, ISS does not believe that shareholder support for this resolution is warranted. 02/06/06 - AFair Isaac Corp. *FIC* 303250104 12/09/05 11,700 1 Elect Directors For For Mgmt 1.1 Elect Director A. George Battle --- For We recommend a vote FOR the directors. 1.2 Elect Director Andrew Cecere --- For 1.3 Elect Director Tony J. Christianson --- For 1.4 Elect Director Thomas G. Grudnowski --- For 1.5 Elect Director Alex W. Hart --- For 1.6 Elect Director Guy R. Henshaw --- For 1.7 Elect Director William J. Lansing --- For 1.8 Elect Director Margaret L. Taylor --- For 2 Ratify Auditors For For Mgmt 05/03/06 - AFederal Realty Investment Trust *FRT* 313747206 03/14/06 9,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 07/13/05 - AFederated Department Stores, Inc. *FD* 31410H101 05/20/05 24,500 1 Issue Shares in Connection with an Acquisition For For Mgmt Based on our review of the terms of the transaction and the factors described above, we believe that the share issuance warrants shareholder support. 2 Elect Directors For For Mgmt 2.1 Elect Director Meyer Feldberg --- For We recommend shareholders vote for all of the nominees. 2.2 Elect Director Terry J. Lundgren --- For 2.3 Elect Director Marna C. Whittington --- For 3 Declassify the Board of Directors For For Mgmt 4 Ratify Auditors For For Mgmt 5 Adjourn Meeting For For Mgmt Given that this proposal is limited to the specific proposals presented by the company, and that we are supportive of these other proposals, we recommend that shareholders support this proposal. 05/18/06 - AFirst American Corp. *FAF* 318522307 03/21/06 14,500 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.07 percent is within the allowable cap for this company of 9.87 percent. Additionally, this plan expressly forbids repricing. 05/16/06 - AFirstEnergy Corporation *FE* 337932107 03/21/06 32,350 1 Elect Directors For Split Mgmt 1.1 Elect Director Anthony J. Alexander --- Withhold We recommend a vote FOR Robert B. Heisler, but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from Jesse T. Williams, Sr., Wes M. Taylor, George M. Smart, Russell W. Maier, William T. Cottle, Dr. Carol A. Cartwright, and Anthony J. Alexander for failure to take action on a majority-approved shareholder proposal. 1.2 Elect Director Carol A. Cartwright --- Withhold 1.3 Elect Director William T. Cottle --- Withhold 1.4 Elect Director Robert B. Heisler, Jr. --- For 1.5 Elect Director Russell W. Maier --- Withhold 1.6 Elect Director George M. Smart --- Withhold 1.7 Elect Director Wes M. Taylor --- Withhold 1.8 Elect Director Jesse T. Williams, Sr. --- Withhold 2 Ratify Auditors For For Mgmt 3 Adopt Simple Majority Vote Requirement Against For ShrHoldr ISS Analysis and Conclusion ISS acknowledges that adoption of this proposal may not eliminate the supermajority provisions. We also acknowledge that an affirmative vote of at least 80 percent of the outstanding shares would be required to eliminate the supermajority vote. However, based on principle, ISS maintains that a simple majority of voting shares should be sufficient to effect changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking amendments that are in shareholders' best interests. Further, we note that this proposal received the clear mandate of the FirstEnergy's shareholders last year's meeting with a 57.97 percent vote of the outstanding shares. ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. As such, we support this proposal. 4 Submit Severance Agreement (Change in Control) to Against For ShrHoldr shareholder Vote ISS Analysis and Conclusion ISS supports the submission of "golden parachutes" for shareholder approval as a general principle. We believe that a company's severance agreements should be reasonable and not excessive. To be effective without creating distorted incentives with respect to management, severance agreements must be considerably less attractive than continued employment with the company. While ISS recognizes that FirstEnergy has a severance policy in place which limits the multiplier of executives' base salary and target short-term incentive compensation to 2.99 times, the company does not clearly define these severance benefits. Therefore, the company's adopted policy does not meet all the requirements of the shareholder proposal. Furthermore, the proposal provides some flexibility for the company, whereby the board may seek approval of the shareholder approval after the material terms of the severance agreement have been agreed upon. As such, we support this proposal. 02/01/06 - AFlorida Rock Industries, Inc. *FRK* 341140101 12/13/05 10,100 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Increase Authorized Common Stock For For Mgmt The requested increase of 50,000,000 shares is below the allowable threshold of 100,000,000 shares. 04/25/06 - AFMC Corp. *FMC* 302491303 03/01/06 14,800 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 11.40 percent is within the allowable cap for this company of 11.66 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 04/21/06 - AFreescale Semiconductor, Inc. *FSL* 35687M206 02/21/06 45,590 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/03/06 - AGeneral Dynamics Corp. *GD* 369550108 03/10/06 17,230 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 4 Disqualification of Directors Who Fail to Receive Against For ShrHoldr Majority Vote Adoption of this bylaw amendment would put more authority in the hands of shareholders which will infuse greater accountability into the director election process. In our view, the company's owners should be the final arbiters in deciding which directors should continue to represent the interests of shareholders. 5 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, in this case the absence of a designated lead director, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 6 Report Political Contributions Against For ShrHoldr In the case of General Dynamics, ISS notes that the company does not appear to publish a policy on political contributions that clearly defines business objectives for its contributions, the process for evaluating and overseeing such contributions, or the management of General Dynamic's political action committees. ISS believes that some aspects of this resolution may be overly restrictive or burdensome; however, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political spending, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote for this resolution. 7 Sustainability Report Against For ShrHoldr While ISS believes that the company should have the flexibility to determine the most appropriate format for its sustainability report, we also note that the content of this report should be measured against industry peers and accepted standards of reporting. General Dynamics' existing disclosure on corporate responsibility and sustainability provides some information on specific initiatives that the company participates in, as well as certain, generalized social or environmental disclosure at subsidiary business units. However, detailed information on the company's policies related to social, environmental, and economic sustainability is either not available or not disclosed publicly. As such, we believe that more comprehensive reporting on sustainability issues will benefit General Dynamics' by helping the company to better assess the financial risks that certain issues pose to its current and future business operations. Therefore, we recommend shareholder support for this resolution. 04/26/06 - AGeneral Electric Co. *GE* 369604103 02/27/06 67,410 1 Elect Directors For Split Mgmt 1.1 Elect Director James I. Cash, Jr. --- For We recommend a vote FOR the directors with the exception of independent outsider Claudio X. Gonzalez. We recommend that shareholders WITHHOLD votes from Claudio X. Gonzalez for sitting on more than three boards while serving as a CEO. 1.2 Elect Director Sir William M. Castell --- For 1.3 Elect Director Ann M. Fudge --- For 1.4 Elect Director Claudio X. Gonzalez --- Withhold 1.5 Elect Director Jeffrey R. Immelt --- For 1.6 Elect Director Andrea Jung --- For 1.7 Elect Director Alan G. Lafley --- For 1.8 Elect Director Robert W. Lane --- For 1.9 Elect Director Ralph S. Larsen --- For 1.10 Elect Director Rochelle B. Lazarus --- For 1.11 Elect Director Sam Nunn --- For 1.12 Elect Director Roger S. Penske --- For 1.13 Elect Director Robert J. Swieringa --- For 1.14 Elect Director Douglas A. Warner, III --- For 1.15 Elect Director Robert C. Wright --- For 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Voting Against Against ShrHoldr In this case, the company meets all of the company's corporate governance criteria. Accordingly, the proposal does not warrant shareholder support 4 Adopt Policy on Overboarded Directors Against For ShrHoldr Although the company maintains a policy regarding overboarded directors, the policy permits the maintenance of current directors who exceed these limits if the board determines that such director's service on the board would not be impaired. In fact, the company has already made an exception with regard to director Claudio Gonzalez, who sits on over six other public company boards. The proponent's request would not allow the company to bypass or alter these limits without shareholder approval. Therefore, we believe that the proponent's request represents a preferable policy framework from a shareholder's perspective. As such, we believe this item warrants shareholder support. 5 Company-Specific -- One Director from the Ranks of the Against Against ShrHoldr Retirees ISS believes that director nominees who are best qualified and who have the relevant experience should serve as directors for the interests of all shareholders and as such the director selection process should not be limited to a certain type of director. This proposal would limit the board's independent nominating committee from selecting the best director candidates. Further, the board already includes directors with diverse experience. As such, we do not support this item. 6 Separate Chairman and CEO Positions Against Against ShrHoldr We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO position. 7 Require a Majority Vote for the Election of Directors Against Against ShrHoldr At this time, considering the company's actions taken to create a meaningful alternative in their bylaws, we recommend that shareholders vote AGAINST this proposal. 8 Report on Environmental Policies Against Against ShrHoldr Therefore, while ISS would encourage the company to continue to evaluate and disclose information on its policies and strategic directions, we do not believe that shareholder support for this resolution is warranted. 05/17/06 - AGenworth Financial, Inc. *GNW* 37247D106 03/24/06 25,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/06 - AGenzyme Corp. *GENZ* 372917104 03/31/06 7,250 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plan of 9.59 percent is within the allowable cap for this company of 11.70 percent, and the combined shareholder value transfer for all the plans is 9.64 percent, which is below the company's allowable shareholder value transfer cap of 11.70 percent. Additionally, this plan expressly forbids repricing. 3 Amend Non-Employee Director Stock Option Plan For For Mgmt VI. Vote Recommendation The total cost of the company's plans of 8.09 percent is within the allowable cap for this company of 11.70 percent. The combined shareholder value transfer for all the plans is 9.64 percent, which is below the company's allowable shareholder value transfer cap of 11.70 percent. 4 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 5 Ratify Auditors For For Mgmt 6 Submit Severance Agreement (Change in Control) to Against For ShrHoldr shareholder Vote In this case, we believe that the cap suggested by the proponent of 2.99 times base salary and cash bonus is widely considered as the standard threshold level of severance payments for senior executives that should be subject to a shareholder vote. Additionally, since the proponent's proposal does not require that shareholder approval be obtained prior to the drafting of severance agreements, we do not believe that adoption of this proposal would unduly hinder the company's ability to negotiate such agreements with potential executives. ISS believes that shareholders should have a voice in lucrative good-bye packages. 05/10/06 - AGilead Sciences, Inc. *GILD* 375558103 03/22/06 11,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.59 percent is within the allowable cap for this company of 12.37 percent. Additionally, this plan expressly forbids repricing. 4 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Increase Authorized Common Stock For For Mgmt 6 Report on Impact of HIV/AIDS, TB, and Malaria Pandemics Against For ShrHoldr ISS notes that the company's disclosure on policies and topics related to the HIV/AIDS, TB, and Malaria pandemics is not as comprehensive or readily available to the public as many other companies in the industry. While Gilead does participate in certain research efforts, cooperative studies, and subsidy programs, the limited level of disclosure on these issues makes it difficult to determine specifically how the company is addressing concerns associated with this health crisis and potential impact that such decisions may have on shareholder value. ISS believes that this is of particular concern based on Gilead's focus on HIV/AIDS treatments. Therefore, due to the lack of publicly available information on the company's policies related to the potential impact that the HIV/AIDS, TB, and Malaria pandemics could have on the company, we recommend support for this resolution. 05/03/06 - AGolden West Financial Corp. *GDW* 381317106 03/02/06 20,910 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/16/06 - AHarte-Hanks, Inc. *HHS* 416196103 03/31/06 20,200 1 Elect Directors For For Mgmt 05/11/06 - AHCC Insurance Holdings, Inc. *HCC* 404132102 04/03/06 18,400 1 Elect Directors For For Mgmt 03/01/06 - AHelmerich & Payne, Inc. *HP* 423452101 01/09/06 15,410 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.67 percent is within the allowable cap for this company of 5.94 percent. Additionally, this plan expressly forbids repricing. 06/23/06 - SHelmerich & Payne, Inc. *HP* 423452101 05/08/06 11,010 1 Increase Authorized Common Stock For For Mgmt The requested increase of 80,000,000 shares is below the allowable threshold of 128,000,000 shares. 03/15/06 - AHewlett-Packard Co. *HPQ* 428236103 01/17/06 142,880 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that HP's resignation policy offers a sufficient alternative to the proposed majority voting standard. Further, with regard to management's concern that the proposal does not consider potential board vacancies or hold-overs, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 5 Claw-Back of Payments under Restatement Against Against ShrHoldr The proponents supporting argument with regard to Carley Fiorina's compensation speaks to severance packages and bears no relevance to the unearned bonuses addressed by the clawback proposal. Additionally, ISS notes that there is no history of chronic restatements or fraudulent activity by the company. ISS believes that the company has in place a reasonable clawback policy which requires the board to: (a) review of performance-based compensation to senior executives following a restatement and (b) seek to recoup all such bonuses to senior executives whose fraud or misconduct resulted in such restatement. As such, ISS recommend a vote AGAINST this proposal. 06/07/06 - AIngersoll-Rand Company Limited *IR* G4776G101 04/10/06 14,350 Meeting for Holders of ADRs 1 Elect Directors For Split Mgmt 1.1 Elect Director T.E. Martin --- Withhold We recommend a vote for the directors with the exception of Theodore E. Martin. We recommend that shareholders withhold votes from Theodore E. Martin for standing as a non-independent non-executive director on the Audit Committee. 1.2 Elect Director P. Nachtigal --- For 1.3 Elect Director R.J. Swift --- For 2 Ratify Auditors For For Mgmt 04/25/06 - AInternational Business Machines Corp. *IBM* 459200101 02/24/06 15,420 1 Elect Directors For Split Mgmt 1.1 Elect Director Cathleen Black --- For We recommend a vote FOR the directors with the exception of Michael L. Eskew and Lorenzo H. Zambrano. We recommend shareholders WITHHOLD votes from Michael L. Eskew for standing as an affiliated outsider on the Audit Committee and from Lorenzo H. Zambrano for sitting on more than three boards while serving as a CEO and for poor attendance. 1.2 Elect Director Kenneth I. Chenault --- For 1.3 Elect Director Juergen Dormann --- For 1.4 Elect Director Michael L. Eskew --- Withhold 1.5 Elect Director Shirley Ann Jackson --- For 1.6 Elect Director Minoru Makihara --- For 1.7 Elect Director Lucio A. Noto --- For 1.8 Elect Director James W. Owens --- For 1.9 Elect Director Samuel J. Palmisano --- For 1.10 Elect Director Joan E. Spero --- For 1.11 Elect Director Sidney Taurel --- For 1.12 Elect Director Charles M. Vest --- For 1.13 Elect Director Lorenzo H. Zambrano --- Withhold 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against For ShrHoldr In this case, the company fails to meet all of the aforementioned corporate governance and performance criteria. Specifically, shareholders may not call special meetings and may not act by written consent. With regard to the company's performance, IBM's shareholder returns have underperformed those of its industry peers and the index for the one- and three-year periods. Accordingly, the proposal warrants shareholder support. 4 Evaluate Age Discrimination in Retirement Plans Against Against ShrHoldr ISS believes the scope of the proponent's proposal is overly broad since it asks that all employees be allowed to choose participation in the plan, which could be costly to shareholders. Accordingly, we recommend a vote AGAINST this proposal. 5 Time-Based Equity Awards Against For ShrHoldr ISS believes that pension fund income can distort true operating performance, which may be the basis for determining executive bonuses and performance-related pay rather than gains from defined benefit plans. Shareholders should therefore support proposals that would exclude pension credits from calculations of executive compensation as this provides a cleaner measure for assessing actual performance. Furthermore, the company is not precluded from including pension credits from calculations of executive pay in the future. Adopting this practice is a matter of good corporate governance practice. 6 Increase Disclosure of Executive Compensation Against For ShrHoldr Therefore, while ISS does not necessarily support the specific minimum of $2,000 detailed in the resolution, ISS supports the spirit of this shareholder proposal and encourages the company's compliance with the request for full and transparent compensation disclosure. 7 Report on Outsourcing Against Against ShrHoldr In this case we note that IBM does outsource some positions to foreign markets where the company has determined that such actions would ultimately benefit the company and increase shareholder value. Further we note that several of the company's peers and competitors have outsourced similar jobs. Additionally, detailed disclosure on the company's policies regarding job outsourcing may not provide benefits to shareholders commensurate with the cost of preparing this report. As such, we do not recommend support for the proposal at this time. 8 Implement/ Increase Activity on the China Principles Against Against ShrHoldr ISS will continue to monitor the allegations of human rights violations at IBM facilities in China; however, we question the value of committing to adopt and implement the China Principles in addition to the policies that IBM already has implemented globally to address work-place labor rights concerns. In our opinion, another set of guidelines that apply only to operations in China could confuse or complicate the implementation of IBM's overarching policies related to workplace labor rights. Additionally, many aspects of the China Principles are already addressed in the exiting guidelines for corporate operations and vendor/supplier relationships. Therefore, we do not believe shareholder support for the resolution is necessary at this time. 9 Report on Political Contributions Against Against ShrHoldr In this case, IBM has established a policy that explicitly prohibits direct or indirect contributions to political entities or intermediaries that support political activities. Without information to suggest that IBM is not complying with this policy, ISS questions the value to shareholders of additional reporting on this subject. Therefore, we do not recommend shareholder support for this resolution. 10 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 11 Adopt Simple Majority Vote Against For ShrHoldr While the IBM board has not taken action to adopt a supermajority standard, a supermajority standard is the default under New York's Business Corporation Law for certain transactions, such as mergers. This proposal asks the company to take steps necessary for a simple majority vote to apply on each issue. The board, in this case, could put to shareholders for approval an amendment to its certificate of incorporation to require a lesser voting threshold. Therefore, we believe this proposal is relevant, and we support the proposal. 05/09/06 - AITT Corp. *ITT* 450911102 03/17/06 15,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Change Company Name For For Mgmt Because it is unlikely that the name change would have a negative financial impact on the company, ISS recommends supporting the proposal. 05/19/06 - AJ. C. Penney Co., Inc (HLDG CO) *JCP* 708160106 03/20/06 16,880 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 4 Performance-Based Equity Awards Against Against ShrHoldr While the company's annual and long-term incentives are not benchmarked against a peer group, the company has disclosed the performance criteria and hurdle rates. For the annual incentive program, the company performance payout factor is 1.55 in 2005. The company further disclosed the specific measures that the named executive officers must need in order to receive the payout. The company must exceed its sales plan by 1% and its operating profit plan by over 11%. For the 2006 long-term incentive program, the company has issued stock options and performance-based restricted stock units. Although the stock options are not indexed or premium-priced, the performance-based restricted stock units are contingent upon the company meeting an EPS target of $4.26. These performance-based restricted stock units are subject to further time vesting. Dividend equivalents on the restricted stock will be paid upon the achievement of the performance goal. A substantial portion of an executive's long-term incentives is performance-based according to ISS' policy. ISS believes that the company has provided sufficient disclosure for shareholders to assess the correlation between pay and performance. Therefore, ISS believes that this proposal does not warrant shareholder support at this time. 05/16/06 - AJPMorgan Chase & Co. *JPM* 46625H100 03/17/06 121,220 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Put Repricing of Stock Options to Shareholder Vote Against Against ShrHoldr ISS believes that taking away the company's ability to grant stock options is an arbitrary and excessively restrictive proposal that could potentially prohibit the company from compensating employees based upon their individual and company-wide performance. Being unable to issue stock options could hinder the company's ability to attract and retain competent executive officers. Moreover, under the company's corporate governance guidelines and existing equity plans, the company is prohibited from repricing options without shareholder proposal. As such, ISS does not feel that shareholder support of this proposal is warranted. 4 Performance-Based Equity Awards Against For ShrHoldr In this case, ISS does not believe the proposal is overly restrictive, nor does it appear that a substantial portion of the company's equity awards are truly performance-based with some inherent risk of forfeiture. Therefore, we recommend a vote FOR this proposal. 5 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 6 Remove Reference to Sexual Orientation from EEO Against Against ShrHoldr Statement Therefore, considering potential benefits that may be associated with JP Morgan' existing policy, and the absence of information suggesting that there are significant costs or negative impacts associated with including reference to sexual orientation in the EEO statement, we do not believe shareholder support for this resolution is warranted. 7 Amend Articles/Bylaws/Charter -- Call Special Meetings Against For ShrHoldr The proposal seeks to provide shareholders with the right to call special meetings which we believe is in the best interests of shareholders. We note that the proposal limits the right to call a special meeting to an aggregate of at least 25 percent of the outstanding shares. 8 Report on Lobbying Activities Against For ShrHoldr ISS questions some aspects of this resolution, specifically the value of attempting to prioritize initiatives by quantifying the potential impact on shareholder value that each issue may have. However we do believe that shareholders should have some disclosure into the company's public policy initiatives including the overarching business rationale for such activities. Furthermore, while the proponent places particular emphasis on environmental policies and litigation reform in his supporting statements we note that the resolution is requesting broader disclosure on the company's public policy activities. We believe that such information could be collected without unnecessary cost or burden to the company and may be beneficial to shareholders by providing increased insight into the company's public policy activity. As such, we recommend that shareholders vote FOR this resolution. 9 Report on Political Contributions Against For ShrHoldr In the case of JP Morgan, ISS notes that the company briefly discusses the right of employees to be involved in the political process as private citizens in its code of conduct. While JP Morgan's Code of Conduct does discuss the company's oversight and approval process related to corporate contributions, this disclosure does not address the company's overarching business rationale for such contributions or the administration of JP Morgan's PACs. We believe that such information could be disclosed in a manner that would inform shareholders of the company's approach to public policy without unnecessarily disclosing its strategic initiatives. Therefore, while ISS believes that some aspects of this resolution may be overly restrictive or burdensome, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote FOR this resolution. 10 Approve Terms of Existing Poison Pill Against Against ShrHoldr In the case of JPMorgan Chase, we note that a formal policy regarding the adoption of a pill has been established in response to shareholder concerns. We believe that the 12-month period is a reasonable time period to seek shareholder approval and the request of reducing it to four-month appears to be unreasonable. ISS believes that the company has taken a step towards better corporate governance by adopting this policy. Therefore, ISS does not support this proposal. 11 Provide for Cumulative Voting Against For ShrHoldr In this case, the company fails to meet all of the aforementioned corporate governance criteria, specifically it does not provide shareholder right to call special meetings or act by written consent. Accordingly, the proposal warrants shareholder support. 12 Claw-back of Payments under Restatements Against Against ShrHoldr Because the board has adopted a policy which clearly communicates its intent that, in the event of unacceptable reasons for restatements, it would seek to recover the bonus paid out to the responsible executive, we feel the board has addressed the issues raised by this proposal. 13 Require Director Nominee Qualifications Against Against ShrHoldr Given that the company already has acceptable governance standards in place with respect to director qualifications and fully independent key board committees, adopting a policy as suggested by the proponent appears unwarranted and would not add additional value to shareholders at this time. 04/21/06 - AKellogg Co. *K* 487836108 03/01/06 17,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Sustainability Report Against Against ShrHoldr Conclusion ISS recognizes that Kellogg's disclosure on its website does not fully meet the criteria established by the proponents in this resolution. Specifically, the company's metrics are not based on GRI guidelines and it does not provide a distinct definition for sustainability. That said, the company does address many of the key issues seen in a typical EHS or sustainability report on the segment of its website dedicated to Social Responsibility and in Kellogg's Global Code of Ethics. Through these two sources, Kellogg discusses its policies and initiatives related to diversity, workplace health and safety, community involvement, and the environment. Additionally, the company provides some broad disclosure on its processes to measure performance and compliance. As such, ISS would encourage the company to increase its level of transparency related to social and environmental performance and consider the potential benefits of structuring its reporting along established guidelines such as GRI. However, we believe that its existing disclosure generally informs shareholders of Kellogg's policies and serves as a commitment to sustainable development of the company's operations. Therefore, we do not recommend shareholder support for this resolution. 05/11/06 - AKeyCorp *KEY* 493267108 03/14/06 46,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/06 - AKimco Realty Corp. *KIM* 49446R109 03/24/06 24,280 1 Elect Directors For Split Mgmt 1.1 Elect Director Martin S. Kimmel --- For We recommend a vote FOR the directors with the exception of insiders Milton Cooper, Michael J. Flynn, and David B. Henry, and affiliated outsiders Richard G. Dooley and Frank Lourenso. We recommend that shareholders WITHHOLD votes from Richard G. Dooley for standing as an affiliated outsider on the Audit, Compensation and Nominating committees and for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Frank Lourenso for standing as an affiliated outsider on the Compensation and Nominating committees and for failure to establish a majority independent board. Lastly, we recommend that shareholders WITHHOLD votes from Milton Cooper, Michael J. Flynn and David B. Henry for failure to establish a majority independent board. 1.2 Elect Director Milton Cooper --- Withhold 1.3 Elect Director Richard G. Dooley --- Withhold 1.4 Elect Director Michael J. Flynn --- Withhold 1.5 Elect Director Joe Grills --- For 1.6 Elect Director David B. Henry --- Withhold 1.7 Elect Director F. Patrick Hughes --- For 1.8 Elect Director Frank Lourenso --- Withhold 1.9 Elect Director Richard Saltzman --- For 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 3.41 percent is within the allowable cap for this company of 5.00 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 4 Company-Specific -- Require Annual Disclosure of Against For ShrHoldr Related Party Transactions between the Company and its Senior Executive Officers or the Company and its Directors ISS supports the principle of the proposal. According to ISS' board policy, ISS considers directors who have material transactions with the company as affiliated outsiders. There is a large body of research that shows that interlocking directorships have a positive effect on company performance. The value added by interlocks appears to come from coordination of business activities, reduced transaction costs, and improved access to vital resources and information. However, if an interlocking directorship exposes a company to antitrust liability, or if there is clear evidence of self-dealing, shareholders should be concerned. In this case, the board is not majority independent by ISS standards and two affiliated outside directors sit on key committees. Therefore, ISS believes this proposal warrants shareholder support. 05/25/06 - AKing Pharmaceuticals Inc. *KG* 495582108 03/31/06 38,200 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt The requested increase of 300,000,000 shares is below the allowable threshold of 405,000,000 shares. 3 Ratify Auditors For For Mgmt 4 Declassify the Board of Directors Against For ShrHoldr 04/25/06 - AL-3 Communications Holdings, Inc. *LLL* 502424104 03/17/06 8,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 04/05/06 - ALehman Brothers Holdings Inc. *LEH* 524908100 02/10/06 19,477 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt The requested increase of 600,000,000 shares is below the allowable threshold of 750,000,000 shares. 4 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 03/20/06 - SLincoln National Corp. *LNC* 534187109 02/03/06 22,700 1 Issue Shares in Connection with an Acquisition For For Mgmt Since Lincoln National's stock price has appreciated from $50.73 per share on Oct. 7, 2005, the last trading day prior to announcement, to $55.64 per share as of March 3, 2006, the consideration that Jefferson Pilot shareholders will receive as a result of the consummation of the merger has also increased. Management and the board of directors viewed the following factors as deciding before approving the merger agreement: 1. The LNC board of directors believes that the merger is expected to result in a company that will be one of the leading financial services companies in the nation with significant scale and reach in the life insurance, annuity and employer sponsored markets; 2. The merger is expected to create more robust top-line growth as the resulting company will have a broader product portfolio and greater distribution penetration; 3. The merger will result in a company that, because of increased size and economies of scale, will have greater capital flexibility, a greater ability to respond to competitive pressures and an enhanced ability to compete profitably; and 4. Management's assessment that the proposed merger was likely to meet certain criteria they deemed necessary for a successful merger, such as that Jefferson-Pilot is a strategic fit with LNC and that the merger and the related transactions represent acceptable execution risk and the potential for financial benefits to LNC and LNC shareholders. Based on our review of the terms of the transaction and the factors described above, in particular the positive market reaction from the initial announcement to date, we believe that the share issuance warrants shareholder support. 2 Adjourn Meeting For For Mgmt 06/09/06 - ALincoln National Corp. *LNC* 534187109 04/18/06 21,680 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/06 - ALockheed Martin Corp. *LMT* 539830109 03/01/06 12,030 1 Elect Directors For Split Mgmt 1.1 Elect Director E.C. Aldridge, Jr. --- For We recommend a vote FOR the directors with the exception of Nolan D. Archibald, from whom we recommend shareholders WITHHOLD votes for sitting on more than three boards while serving as a CEO. 1.2 Elect Director Nolan D. Archibald --- Withhold 1.3 Elect Director Marcus C. Bennett --- For 1.4 Elect Director James O. Ellis, Jr. --- For 1.5 Elect Director Gwendolyn S. King --- For 1.6 Elect Director James M. Loy --- For 1.7 Elect Director Douglas H. McCorkindale --- For 1.8 Elect Director Eugene F. Murphy --- For 1.9 Elect Director Joseph W. Ralston --- For 1.10 Elect Director Frank Savage --- For 1.11 Elect Director James M. Schneider --- For 1.12 Elect Director Anne Stevens --- For 1.13 Elect Director Robert J. Stevens --- For 1.14 Elect Director James R. Ukropina --- For 1.15 Elect Director Douglas C. Yearley --- For 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt The elimination of preferred stock is in shareholders' best interests because the rights and claims of preferred stockholders are often different and preferential to those of common shareholders. Further, ISS maintains that a simple majority of voting shares should be sufficient to effect changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking amendments that are in shareholders' best interests. ISS commends the company for proposing the elimination of the two supermajority vote requirements listed above. 5 Increase Disclosure of Executive Compensation Against Against ShrHoldr ISS believes that the proponent's argument for additional disclosure is not compelling and the benefits of such disclosures are unclear. In addition, the additional disclosures are not required by the SEC and could provide competitors with sensitive compensation information that could place the company at a potential disadvantage regarding hiring and retaining executive talent. 6 Adopt Simple Majority Vote Requirement Against For ShrHoldr As noted above, ISS maintains that a simple majority of voting shares should be sufficient to effect any changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking amendments that are in shareholders' best interests. While ISS commends the company for proposing the elimination of two supermajority vote requirements in Item 4 above, we note that Section 6 of the charter would still provide that an 80-percent vote be required to amend or repeal the Article XIII of the charter. ISS believes that all such supermajority voting provisions should be removed from the charter, as called for in this shareholder proposal. 7 Report Equal Employment Opportunity Information Against For ShrHoldr In this case, the proponents are asking the company to disclose information about the company's equal employment policies and programs, the minority composition of the workforce, policies aimed at increasing women and minority managers, and policies regarding supporting minority owned businesses and suppliers. ISS notes that Lockheed Martin has been involved in some controversy related to its failure to act on racial discrimination at one of its facilities; however, it does not appear to be the subject of recent, fines or litigation related to discrimination. The company discloses a significant amount of general information regarding its diversity initiatives on its website; however, this information does not include data on workforce diversity. Based on the information already provided by the company, this additional level of disclosure should not be overly costly or burdensome to the company, and may help showcase the value to shareholders of existing diversity initiatives at the company. As diversity issues can affect the company's bottom line and reputation, we believe that full disclosure of the type requested by this proposal could be of value to shareholders. Therefore, we recommend shareholder support for this resolution. 8 Report on Depleted Uranium Weapons Components Against Against ShrHoldr In this case, Lockheed Martin is does not appear to provide significant detailed information about its policies and procedures related to DU and nuclear components. However, the company does provide substantial information to address its environmental, health, and safety (EHS) policies on the corporate website. This information includes discussion on the company's goals and performance as well as management systems established to address EHS issues. Moreover, the company does not appear to be the subject of any recent, significant litigation or fines related to it management of DU or nuclear materials. Therefore, ISS does not believe that the potential cost and burden of providing this report will produce commensurate benefits to shareholders. As such, we do not recommend support for this resolution. 05/08/06 - ALoews Corp. 540424207 03/10/06 14,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against Against ShrHoldr Conclusion In this case, the company meets all of the aforementioned corporate governance and performance criteria. Loews has an annually-elected board, an independent nominating committee, confidential voting, provides shareholder with the right to call special meetings and act by written consent. The board does not have the sole discretion to change the board size, nor did any of its members receive withhold votes exceeding the minimum voting threshold described above. Further, the company delivered one-year and three-year total returns above its GICS peer group and the S&P Index 500 (See Performance Summary table above). We note that the company has a tracking stock for Carolina Group. While the company's common stock and Carolina Group tracking stock are classified as a dual-class capital structure for CGQ purposes, the tracking stock does not apply to our policy for cumulative voting proposals. Accordingly, this item does not warrant shareholder support. 4 Prohibit Smoking in Public Facilities Against Against ShrHoldr Conclusion Generally speaking, ISS believes that public agencies are the appropriate forum for discussion on tax policies or regulations regarding public smoking. Furthermore, ISS is concerned that taking active positions to support certain issues related to smoking may have a negative impact on the company's business, and questions the short-term and long-term impact on shareholder value that may result from compliance with this proposal. As such, we do not recommend shareholder support for the resolution. 05/04/06 - ALyondell Chemical Co. *LYO* 552078107 03/09/06 41,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/06 - AMarathon Oil Corp *MRO* 565849106 02/27/06 28,770 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 4 Eliminate Class of Preferred Stock For For Mgmt Since the Series A junior preferred stock is no longer outstanding and the rights plan in connection with which it was designated expired, we believe that the elimination of Series A junior preferred stock warrants support. We have no objection to the other proposed adminstrative changes. 5 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. In this case, the company has in place unfavorable governance provisions. Further, we note that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 6 Adopt Simple Majority Vote Requirement Against For ShrHoldr ISS Analysis and Conclusion ISS maintains that a simple majority of voting shares should be sufficient to effect changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking amendments that are in shareholders' best interests. As such, we believe that this proposal warrants shareholder support. 05/23/06 - AMartin Marietta Materials, Inc. *MLM* 573284106 03/17/06 7,080 1 Elect Directors For Split Mgmt 1.1 Elect Director David G. Maffucci --- For We recommend a vote FOR the directors with the exception of affiliated outsider Richard A. Vinroot. We recommend that shareholders WITHHOLD votes from Richard A. Vinroot for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director William E. McDonald --- For 1.3 Elect Director Frank H. Menaker, Jr. --- For 1.4 Elect Director Richard A. Vinroot --- Withhold 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.69 percent is within the allowable cap for this company of 7.88 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 05/11/06 - AMattel, Inc. *MAT* 577081102 03/16/06 46,700 1 Elect Directors For Split Mgmt 1.1 Elect Director Eugene P. Beard --- For We recommend a vote FOR the directors with the exception of independent outsider Ronald L. Sargent. We recommend that shareholders WITHHOLD votes from Ronald L. Sargent for sitting on more than three boards. 1.2 Elect Director Michael J. Dolan --- For 1.3 Elect Director Robert A. Eckert --- For 1.4 Elect Director Tully M. Friedman --- For 1.5 Elect Director Dominic Ng --- For 1.6 Elect Director Andrea L. Rich --- For 1.7 Elect Director Ronald L. Sargent --- Withhold 1.8 Elect Director Christopher A. Sinclair --- For 1.9 Elect Director G. Craig Sullivan --- For 1.10 Elect Director John L. Vogelstein --- For 1.11 Elect Director Kathy Brittain White --- For 2 Ratify Auditors For For Mgmt 3 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 4 Report Progress on Improving Work and Living Conditions Against Against ShrHoldr We believe that, despite shortcomings in certain areas, Mattel's GMP program, the associated public disclosure, and remediation as needed represents a positive approach toward proactively addressing issues related to workplace labor rights. Further, it would appear that the company has taken steps to effectively address the specific issues brought forth by this resolution. Therefore, we believe that the additional reporting requested by this resolution is unnecessary, and may be contrary to the company's existing approach of forthright disclosure and timely remediation. 5 Performance-Based Against For ShrHoldr As in the case with short-term compensation, the company discloses specific performance criteria, net operating profit after taxes less a capital charge, but fails to disclose specific hurdles rates and the associated target payouts. Performance is not benchmarked against a peer group of companies, and it is not clear whether there is a minimum level of performance that would result in no payouts being made under the plan. Shareholders are unable to assess the rigor of the performance goal without the disclosure of the hurdle rate. Further, ISS notes that the annual bonus program and the 2003 Long-Term Incentive Plan utilize net operating profit minus a charge for operating capital as an underlying financial measure for setting performance goals. Having the same performance criteria can result in a double payout for the executives. The underlying goals and motivation for a short-term incentive program should be substantially different from a long-term incentive program. As for the long-term compensation, ISS does not consider time-vested restricted stock and standard stock options to be performance-based compensation. A rise in the stock market can provide automatic gains without the executives exhibiting any demonstrated effort. The current equity awards are not performance contingent awards according to ISS' policies. Mattel is in the consumer durables and apparel business, which is a stable and mature industry. ISS believes that the proponent's pay-for-superior-performance standard can be implemented by the company given its line of business. The company's annual and long-term incentive programs do not sufficiently meet the proponent's requirements. Therefore, ISS supports this shareholder proposal. 05/25/06 - AMcDonald's Corp. *MCD* 580135101 03/27/06 81,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Submit Severance Agreement (Change in Control) to Against For ShrHoldr shareholder Vote In this case, we believe that the cap suggested by the proponent of 2.99 times base salary and cash bonus is widely considered as the standard threshold level of severance payments for senior executives that should be subject to a shareholder vote. Additionally, since the proponent's proposal does not require that shareholder approval be obtained prior to the drafting of severance agreements, we do not believe that adoption of this proposal would unduly hinder the company's ability to negotiate such agreements with potential executives. ISS believes that shareholders should have a voice in lucrative severance payments and prevent the excessive "pay for failure" packages that have been witnessed at some companies. 4 Identify Food Products Manufactured or Sold that Against Against ShrHoldr Contain Genetically Engineered Ingredients In this case, the proponent is seeking the labeling of products, not an outright phase-out. ISS reviews proposals to label GE products on a case-by-case basis. While we generally support proposals that seek to provide shareholders with greater disclosure regarding the risks associated with their investment, we believe that the practice of labeling every product that may contain genetically modified ingredients would be a formidable task. Given the widespread existence of these products, we question whether such an initiative can be successfully and economically implemented. Conversely, a broad approach of labeling all products as "potentially containing GE ingredients" would be of limited use to consumers and shareholders. Finally, McDonalds does provide some brief discussion on GMOs on its corporate website to discuss the issue and the company's policy approach to the use of GE ingredients in its products. Therefore, based on concerns with the associated costs and feasibility of effectively implementing this resolution ISS does not believe that shareholder support is warranted. 04/25/06 - AMDU Resources Group, Inc. *MDU* 552690109 02/27/06 19,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For Against Mgmt V. Vote Recommendation The total cost of the company's plans of 5.74 percent is above the allowable cap for this company of 5.0 percent. 04/25/06 - AMerck & Co., Inc. *MRK* 589331107 02/24/06 87,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.32 percent is within the allowable cap for this company of 9.59 percent. Additionally, this plan expressly forbids repricing. 4 Approve Non-Employee Director Omnibus Stock Plan For For Mgmt VI. Vote Recommendation The total cost of the company's plans of 3.85 percent is within the allowable cap for this company of 9.59 percent. Additionally, this plan expressly forbids repricing. 5 Limit Executive Compensation Against Against ShrHoldr 6 Adopt Simple Majority Vote Against For ShrHoldr We support shareholder proposals seeking to eliminate supermajority vote requirements, as they may serve as entrenchment devices for management and therefore are not in the shareholders' best interest. As such we believe this proposal warrants support. 7 Adopt Animal Welfare Standards Against Against ShrHoldr In this case, both Merck and the contractor in question have publicly available policies addressing issues of animal welfare. While these policies do not address certain issues to the degree requested by the proponent, they do appear to be comparable to policies at other companies in the same industry. Moreover, there does not appear to be any recent, significant fines or litigation on the issue of animal welfare at Merck that are indicative of systematic problems with the company's animal welfare policies, or suggesting that the company lags behind industry peers on this subject. Moreover, there was no information available to confirm that Merck contracts animal testing to Covance, the laboratory cited by PETA for its violations of animal welfare standards. Finally, ISS is concerned with the structure of this resolution. Beyond asking for a feasibility study evaluating the merits of amending the company's existing Policy on the Humane Care and Use of Animals for Medical Research, compliance with resolution also implies that the company must apply this policy to its contract labs, oversee adherence to the policy, and publish an annual report outlining contractor compliance. These additional measures could place a significant burden on the company or complicate the company's contractual agreements with the external laboratories that it retains for certain animal testing programs. Therefore, we do not recommend shareholder support for this resolution. 04/28/06 - AMerrill Lynch & Co., Inc. *MER* 590188108 02/27/06 48,440 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Voting Against For ShrHoldr In this case, the company fails to meet some of the aforementioned corporate governance. Specifically, the board is classified, shareholders may not act by written consent and may not call special meetings. Accordingly, the proposal warrants shareholder support. 4 Compensation- Director Compensation Against Against ShrHoldr The proponent's concern on excessive CEO compensation is valid in the current environment. Executive compensation is a major concern among shareholders. Lucrative CEO compensation packages, stealth compensation in the form of deferred compensation and supplemental executive retirement plans, poor alignment of pay and performance have led to shareholders' dissatisfaction. The mounting concern is evidenced by the growing number of pay related shareholder proposals and the litigation on executive pay practices. However, the proponent has targeted director's compensation and not CEO's compensation. Unlike CEO's pay, director compensation is generally not pay for performance. Instead, directors receive annual retainer fee, plus additional fees for serving on committees and attending board and committee meetings. To align the interests of directors with shareholders, directors also receive automatic grants of stock options and/or stock awards. Abuse in the area of director compensation appears in isolated cases. Retirement packages, such as pension programs for directors are no longer common among companies. ISS believes the proponent's request to annually seek shareholder approval for every future director compensation package is burdensome and offers little value to shareholders. Furthermore, the proposal does not seek to address the real issue - runaway CEO compensation. 5 Review Executive Compensation Against For ShrHoldr In the U.K. where shareholders have the right to cast a non-binding advisory vote on a company's "directors remuneration report", ISS' recent analysis shows that unfavorable votes occur to a small percentage of companies and that shareholders exercise their votes judiciously. ISS believes that the advisory vote would allow shareholders to have a voice in executive compensation practices of a company. The advisory vote would be a confidence vote on the work of the compensation committee. ISS encourages companies to allow shareholders to express their opinions of executive compensation practices by establishing an annual referendum process. ISS believes that such a process will provide companies with useful information concerning shareholders' view on compensation practices and executive pay packages. 04/25/06 - AMetLife, Inc *MET* 59156R108 03/01/06 37,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/03/06 - AMettler-Toledo International Inc. *MTD* 592688105 03/06/06 9,600 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert F. Spoerry --- For We recommend a vote FOR the directors with the exception of independent outsider John D. Macomber. We recommend that shareholders WITHHOLD votes from John D. Macomber for poor attendance. 1.2 Elect Director Francis A. Contino --- For 1.3 Elect Director John T. Dickson --- For 1.4 Elect Director Philip H. Geier --- For 1.5 Elect Director John D. Macomber --- Withhold 1.6 Elect Director Hans Ulrich Maerki --- For 1.7 Elect Director George M. Milne, Jr., Ph.D. --- For 1.8 Elect Director Thomas P. Salice --- For 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 04/04/06 - AMorgan Stanley *MS* 617446448 02/03/06 53,640 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 4 Amend Articles/Bylaws/Remove plurality voting for For For Mgmt directors ISS supports adoption of majority vote principle for electing directors. In this case, ISS supports the proposal to remove the provision requiring plurality voting for directors. 5 Amend Articles/Bylaws/Eliminate supermajority voting For For Mgmt requirements ISS supports proposals to eliminate supermajority voting requis. 6 Require a Majority Vote for the Election of Directors Against For ShrHoldr We believe this proposal warrants shareholder support. We recommend a vote FOR the proposal. 7 Amend Vote Requirements to Amend Articles/Bylaws/Charter Against For ShrHoldr ISS supports a simple majority vote requirement. We recommend a vote FOR the proposal. 8 Submit Severance Agreement (Change in Control) to Against For ShrHoldr shareholder Vote We believe this proposal warrants shareholder support. We recommend a vote FOR the proposal. 05/01/06 - AMotorola, Inc. *MOT* 620076109 03/03/06 49,420 1 Elect Directors For Split Mgmt 1.1 Elect Director E. Zander --- For We recommend a vote FOR the directors with the exception of independent outsider H. Laurence Fuller. We recommend that shareholders vote AGAINST H. Laurence Fuller for poor attendance. Given that ADP ballot does not allow for WITHHOLD vote recommendations, ISS is therefore issuing an AGAINST vote recommendation on Mr. Fuller. 1.2 Elect Director H.L. Fuller --- Against 1.3 Elect Director J. Lewent --- For 1.4 Elect Director T. Meredith --- For 1.5 Elect Director N. Negroponte --- For 1.6 Elect Director I. Nooyi --- For 1.7 Elect Director S. Scott, III --- For 1.8 Elect Director R. Sommer --- For 1.9 Elect Director J. Stengel --- For 1.10 Elect Director D. Warner, III --- For 1.11 Elect Director J. White --- For 1.12 Elect Director M. White --- For 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.22 percent is within the allowable cap for this company of 12.09 percent. Additionally, this plan expressly forbids repricing. 3 Submit Shareholder Rights Plan (Poison Pill) to Against For ShrHoldr Shareholder Vote Conclusion In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that ISS recommends. We therefore agree with the proponent that the current pill should be put to a shareholder vote or redeemed and that any new pill be put to a shareholder vote. 05/03/06 - ANationwide Financial Services, Inc. *NFS* 638612101 03/06/06 15,900 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For Mgmt 4 Performance-Based Equity Awards Against For ShrHoldr The company's annual incentive program is performance driven and is primarily based on net operating earnings per diluted share, operating revenue growth, net operating return on equity, and income after capital charge. However, the lack of disclosure of the specific targets does not allow shareholders to assess the rigor of the SEIP program (note that disclosure is reasonable with respect to NVAs). While the safe harbor rules exempt the disclosure of competitive information, companies have disclosed specific performance hurdles which executives must meet in order to profit from performance-based programs. With respect to the long-term program, standard stock options and restricted shares are not considered as performance-based compensation. A rise in the stock market can provide automatic gains without the executives exhibiting any demonstrated effort. A majority of the long-term incentives comprise stock options and restricted shares and not performance-based NVAs. ISS believes that the proponent's pay-for-superior-performance standard is feasible for the company given its line of business. The company's annual and long-term incentive programs do not sufficiently meet the proponent's requirements. Therefore, ISS supports this shareholder proposal. 08/31/05 - ANetwork Appliance, Inc. *NTAP* 64120L104 07/05/05 23,700 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt V. Vote RecommendationThe total cost of the company's plan of 16.05 percent is above the allowable cap for this company of 12.48 percent. 3 Amend Qualified Employee Stock Purchase Plan For For Mgmt Employee stock purchase plans enable employees to become shareholders, which gives them a stake in the company's growth. However, purchase plans are beneficial only when they are well balanced and in the best interests of all shareholders. From a shareholder's perspective, plans with offering periods of 27 months or less, as recommended by Section 423 of the Internal Revenue Code, are preferable. Plans with longer offering periods remove too much of the market risk and could give participants excessive discounts on their stock purchases that are not offered to other shareholders. ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 4 Ratify Auditors For For Mgmt 05/23/06 - ANordstrom, Inc. *JWN* 655664100 03/15/06 15,540 1 Elect Directors For For Mgmt 2 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 3 Ratify Auditors For For Mgmt 05/11/06 - ANorfolk Southern Corp. *NSC* 655844108 03/06/06 27,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/18/06 - ANorthern Trust Corp. *NTRS* 665859104 02/27/06 13,800 1 Elect Directors For For Mgmt 1.1 Elect Director Duane L. Burnham --- For We recommend a vote FOR the directors. 1.2 Elect Director Linda Walker Bynoe --- For 1.3 Elect Director Susan Crown --- For 1.4 Elect Director Dipak C. Jain --- For 1.5 Elect Director Arthur L. Kelly --- For 1.6 Elect Director Robert C. McCormack --- For 1.7 Elect Director Edward J. Mooney --- For 1.8 Elect Director William A. Osborn --- For 1.9 Elect Director John W. Rowe --- For 1.10 Elect Director Harold B. Smith --- For 1.11 Elect Director William D. Smithburg --- For 1.12 Elect Director Charles A. Tribbett, III --- For 1.13 Elect Director Frederick H. Waddell --- For 2 Ratify Auditors For For Mgmt 3 Eliminate Cumulative Voting For For Mgmt Director accountability is the hallmark of good governance. The board election process must ensure that shareholders' expressions of dissatisfaction with the performance of directors have meaningful consequences. A majority vote standard transforms the director election process from a symbolic gesture to a meaningful voice for shareholders. Because the board has made a commitment to adopt a majority vote standard following approval of this proposal, we recommend a vote FOR this item. 4 Disclose Charitable Contributions Against Against ShrHoldr In this case, we note that Northern Trust discloses a significant amount of the information requested by the proponent on its website and through the Charitable Trust's annual report. Therefore, considering the existing level of disclosure, ISS does not believe that the additional disclosure requested by the proponents will provide meaningful benefit to shareholders commensurate with the administrative cost and burden of producing the reports. 05/11/06 - ANucor Corp. *NUE* 670346105 03/13/06 18,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt The requested increase of 400,000,000 shares is below the allowable threshold of 500,000,000 shares. 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 05/05/06 - AOccidental Petroleum Corp. *OXY* 674599105 03/06/06 27,496 1 Elect Directors For Split Mgmt 1.1 Elect Director Spencer Abraham --- For We recommend withholding votes from the compensation committee members: John Chalsty, Irvin Maloney, Ronald Burkle, R. Chad Dreier and Rosemary Tomich for stewards of poor compensation practice. We also recommend shareholders WITHHOLD votes from independent outsider Ronald Burkle for poor attendance. 1.2 Elect Director Ronald W. Burkle --- Withhold 1.3 Elect Director John S. Chalsty --- Withhold 1.4 Elect Director Edward P. Djerejian --- For 1.5 Elect Director R. Chad Dreier --- Withhold 1.6 Elect Director John E. Feick --- For 1.7 Elect Director Ray R. Irani --- For 1.8 Elect Director Irvin W. Maloney --- Withhold 1.9 Elect Director Rodolfo Segovia --- For 1.10 Elect Director Aziz D. Syriani --- For 1.11 Elect Director Rosemary Tomich --- Withhold 1.12 Elect Director Walter L. Weisman --- For 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt The requested increase of 600,000,000 shares is below the allowable threshold of 900,000,000 shares. We recommend a vote FOR Item 3. 4 Limit Executive Compensation Against Against ShrHoldr We oppose this item because it could place the company at a competitive disadvantage in attempting to attract qualified executives. 5 Report on Global Warming Against Against ShrHoldr While Occidental's reporting does not address some issues of concern related to climate change, we believe that it effectively presents most shareholders with sufficient information to understand the company's position on the issue and the potential impact that these policies may have on their investment. While we encourage the company to continue to evaluate initiatives to address climate change and increase its disclosure, we do not believe that the information requested in the proposed report will benefit shareholders from an economic perspective. As such, we recommend a vote against this resolution. 6 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system gives full effect to the shareholder franchise. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 05/12/06 - AOffice Depot, Inc. *ODP* 676220106 03/10/06 26,800 1 Elect Directors For Split Mgmt 1.1 Elect Director Lee A. Ault, III --- For We recommend a vote FOR the directors with the exception of David I. Fuente, from whom we recommend shareholders WITHHOLD votes for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Neil R. Austrian --- For 1.3 Elect Director David W. Bernauer --- For 1.4 Elect Director Abelardo E. Bru --- For 1.5 Elect Director David I. Fuente --- Withhold 1.6 Elect Director Brenda J. Gaines --- For 1.7 Elect Director Myra M. Hart --- For 1.8 Elect Director W. Scott Hedrick --- For 1.9 Elect Director Michael J. Myers --- For 1.10 Elect Director Steve Odland --- For 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 05/23/06 - AOmnicom Group Inc. *OMC* 681919106 04/07/06 6,020 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/28/06 - APan Pacific Retail Properties, Inc. *PNP* 69806L104 02/16/06 13,900 1 Elect Directors For For Mgmt 05/25/06 - APanera Bread Company *PNRA* 69840W108 03/27/06 7,600 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.61 percent is within the allowable cap for this company of 11.64 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 05/03/06 - APepsiCo, Inc. *PEP* 713448108 03/10/06 13,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Publish Political Contributions Against Against ShrHoldr In light of the potential costs associated with the requested report, we recommend that shareholders oppose this request. 4 Report on Charitable Contributions Against Against ShrHoldr In this case, we note that Pepsico discloses a significant amount of the information requested by the proponent on its corporate website. Moreover, some aspects of the resolution, including determining the estimated or actual benefits of each charitable contribution may be difficult to produce without significant speculation, and could place a significant burden on the company without providing commensurate value to shareholders. Therefore, ISS does not recommend shareholder support for the resolution at this time. 04/27/06 - APfizer Inc. *PFE* 717081103 03/01/06 257,860 1 Elect Directors For Split Mgmt 1.1 Elect Director Michael S. Brown --- For 1.2 Elect Director M. Anthony Burns --- For 1.3 Elect Director Robert N. Burt --- For 1.4 Elect Director W. Don Cornwell --- For 1.5 Elect Director William H. Gray, III --- For 1.6 Elect Director Constance J. Horner --- For 1.7 Elect Director William R. Howell --- For 1.8 Elect Director Stanley O. Ikenberry --- For 1.9 Elect Director George A. Lorch --- Withhold 1.10 Elect Director Henry A. McKinnell --- For 1.11 Elect Director Dana G. Mead --- Withhold 1.12 Elect Director Ruth J. Simmons --- For 1.13 Elect Director William C. Steere, Jr. --- For 2 Ratify Auditors For For Mgmt 3 Reduce Supermajority Vote Requirement For For Mgmt ISS maintains that a simple majority of voting shares should be sufficient to effect changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking amendments that are in shareholders' best interests. ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 4 Establish Term Limits for Directors Against Against ShrHoldr ISS agrees with the proponent that in any institution, including a company, it is helpful to have continual turnover of governing trustees or directors to bring in new perspectives. However, a six-year term limit is an arbitrary constraint on a company's governance. Under an effective corporate governance system, shareholders have the right to express their preferences each year by voting on directors at the annual meeting. Thus, shareholders can remove or reelect directors as they see fit. 5 Social Proposal Against Against ShrHoldr Pfizer has implemented several programs to assist in increasing accessibility to their products for the financially needy. Additionally, the company provides information on these discount, subsidy, and assistance programs in its public filings and on the company website. Finally, ISS agrees that linking drug pricing to the inflation rate may place the company at a competitive disadvantage by artificially discounting prices below those of competitors' products and limiting resources to invest in research and development. Therefore, ISS recommends that shareholders vote against this proposal. 6 Restore or Provide for Cumulative Voting Against For ShrHoldr In this case, the company fails to meet all of the aforementioned corporate governance and performance criteria. Specifically, shareholders may not act by written consent and may not call special meetings. The company also underpeformed the Pharmaceutical and Biotechnology industry and the S&P 500 index with respect to the one-year and three-year fiscal total shareholder returns, as noted under the Performance Summary table. Accordingly, the proposal warrants shareholder support. 7 Separate Chairman and CEO Positions Against For ShrHoldr Based on the above factors, the company met all the above conditions with the except of the performance test. Specifically, the company underperformed the Pharmaceutical and Biotechnology industry and the S&P 500 index based on its one-year and three-year total shareholder returns as seen under the Performance Summary table. ISS believes this proposal warrants shareholder support. 8 Report on Political Contributions Against Against ShrHoldr In the case of Pfizer, ISS notes that the company discusses its policies on political contributions on the company website and these policies appear to meet with and, in many cases, exceed industry standards. Specifically, Pfizer's policy statement discloses guidelines for what type of organizations it will contribute to, the company's broad business strategy behind its political activity, and the specific oversight and accountability controls related to this issue. Additionally, the company provides a semiannual report disclosing its corporate contributions and the contributions of its PAC. Furthermore, the company does not appear to be the subject of any recent, significant controversy, fines, or litigation resulting from political action or contributions from it or its employee sponsored PACs. Therefore, it is our opinion that information provided on Pfizer's website provides shareholders with sufficient insight into the company's contributions, policies, and controls. Therefore, ISS does not believe that additional reporting on this matter is warranted at this time. 9 Report on Animal Welfare Policy Against Against ShrHoldr In this case, Pfizer has established publicly available policies addressing issues of animal welfare. These policies include strict compliance with applicable legislation, training programs for employees involved in animal testing, commitments to limiting the use of animal testing, and brief discussion of oversight and remediation for non-compliance. While these policies do not directly address certain issues to the degree requested by the proponent, they do appear to be comparable to policies at other companies in the same industry. Moreover, there does not appear to be any recent, significant fines or litigation on the issue of animal welfare at Pfizer that are indicative of systematic problems with the company's animal welfare policies, or suggesting that the company lags behind industry peers on this subject. Finally, ISS is concerned with the structure of this resolution. Beyond asking for a feasibility study evaluating the merits of amending the company's Laboratory Animal Care and Use Policy, compliance with resolution also implies that the company must apply this policy to its contract labs, oversee adherence to the policy, and publish an annual report outlining contractor compliance. These additional measures could place a significant burden on the company or complicate the company's contractual agreements with the external laboratories that it retains for certain animal testing programs. Therefore, we do not recommend shareholder support for this resolution. 10 Reort on Animal-based Testing Against Against ShrHoldr This resolution specifically asks the company to justify what the gap between its stated policy to support in vitro testing methods and certain contributions that the company has made that appear support live animal testing. Pfizer has developed a policy that calls for utilizing in vitro testing wherever possible provided it complies with regulations and does not effect the analysis of treatment effectiveness or patient safety. The company states that the intent of the funding was to improve the quality of live animal testing, not the advancement of live animal testing in general. Moreover, while the company has committed to using in vitro methods when feasible, it does not support a policy that call for ceasing live animal testing altogether. Therefore, ISS does not believe that the contributions noted by the proponent conflict with this policy per se. As such, we do not believe that additional discussion of topic is necessary. 05/26/06 - APhelps Dodge Corp. *PD* 717265102 04/06/06 11,200 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director Stock Option Plan For For Mgmt IV. Vote RecommendationBased on ISS analysis, the total cost of the company's plans is 4.25 percent, which is within the allowable cap for this company of 12.64 percent. 3 Ratify Auditors For For Mgmt 01/25/06 - APilgrim's Pride Corp *PPC* 721467108 11/28/05 25,000 1 Elect Directors For Split Mgmt 1.1 Elect Director Lonnie (bo) Pilgrim --- Withhold We recommend a vote FOR the directors with the exception of insiders Lonnie "Bo" Pilgrim, Clifford E. Butler, O.B. Goolsby, Jr., Richard A. Cogdill, Lonnie Ken Pilgrim, and affiliated outsider James G. Vetter, Jr. We recommend that shareholders WITHHOLD votes from Lonnie "Bo" Pilgrim and Lonnie Ken Pilgrim for standing as insiders on the Compensation Committee and for failure to establish an independent nominating committee. We recommend that shareholders WITHHOLD votes from James G. Vetter, Jr. for standing as an affiliated outsider on the Compensation Committee and for failure to establish an independent nominating committee. We also recommend that shareholders WITHHOLD votes from Clifford E. Butler, O.B. Goolsby, Jr. and Richard A. Cogdill for failure to establish an independent nominating committee. 1.2 Elect Director Clifford E. Butler --- Withhold 1.3 Elect Director O.B. Goolsby, Jr. --- Withhold 1.4 Elect Director Richard A. Cogdill --- Withhold 1.5 Elect Director Lonnie Ken Pilgrim --- Withhold 1.6 Elect Director James G. Vetter, Jr. --- Withhold 1.7 Elect Director S. Key Coker --- For 1.8 Elect Director Vance C. Miller, Sr. --- For 1.9 Elect Director Donald L. Wass, Ph.D. --- For 1.10 Elect Director Charles L. Black --- For 1.11 Elect Director Blake D. Lovette --- For 1.12 Elect Director Linda Chavez --- For 1.13 Elect Director Keith W. Hughes --- For 2 Report on Feasibility of Improving Animal Welfare Against Against ShrHoldr Standards In the case of Pilgrim's Pride, ISS notes that the company does not appear to provide detailed information on its company website regarding CAK; however, it does disclose a policy statement on animal welfare and briefly discusses training and compliance. We believe that the company should improve its disclosure on animal welfare; however, ISS notes that the company's policy appears consistent with industry standards and applicable laws. Furthermore, while there has been some recent controversy over the treatment of animals at company facilities, the termination of the employees involved in the controversy is demonstrative of Pilgrim Pride's adherence to its publicized policy and commitment to effectively address noncompliance. Finally, there appears to be some question over the feasibility of CAK as a commercial method of poultry processing, including the impact it may have on cost, logistics, and animal welfare. Considering these factors, we do not believe that the additional feasibility report is necessary at this time. 3 Ratify Auditors For For Mgmt 04/25/06 - APNC Financial Services Group, Inc. *PNC* 693475105 02/28/06 28,020 1 Elect Directors For For Mgmt 1.1 Elect Director Mr. Chellgren --- For We recommend a vote FOR the directors. 1.2 Elect Director Mr. Clay --- For 1.3 Elect Director Mr. Cooper --- For 1.4 Elect Director Mr. Davidson --- For 1.5 Elect Director Ms. James --- For 1.6 Elect Director Mr. Kelson --- For 1.7 Elect Director Mr. Lindsay --- For 1.8 Elect Director Mr. Massaro --- For 1.9 Elect Director Mr. O'Brien --- For 1.10 Elect Director Ms. Pepper --- For 1.11 Elect Director Mr. Rohr --- For 1.12 Elect Director Ms. Steffes --- For 1.13 Elect Director Mr. Strigl --- For 1.14 Elect Director Mr. Thieke --- For 1.15 Elect Director Mr. Usher --- For 1.16 Elect Director Mr. Walls --- For 1.17 Elect Director Mr. Wehmeier --- For 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.28 percent is within the allowable cap for this company of 7.48 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 08/17/05 - APrecision Castparts Corp. *PCP* 740189105 06/24/05 11,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 08/31/05 - SProvidian Financial Corp. 74406A102 08/01/05 54,700 1 Approve Merger Agreement For For Mgmt Conclusion Based on our review of the terms of the transaction and the factors described above, in particular the premium to receivables, we believe that the merger agreement warrants shareholder support. While we recognize that the offer value may not be the maximum price that could have been achieved, we do believe that the offer value falls within an appropriate range. We note that the company did not conduct an auction for the company, and that some potential concerns were raised by some of management's comments in our meeting with them. Nevertheless, while we have acknowledged the viewpoint expressed by Putnam in their public announcements, there is insufficient consensus surrounding Providian's long-term earnings potential that would warrant a higher valuation and voting against this transaction. 2 Adjourn Meeting For For Mgmt Given the narrow scope of this proposal, and our support for this transaction, we recommend that shareholders support this proposal. 05/09/06 - APrudential Financial Inc *PRU* 744320102 03/10/06 33,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Eliminate or Restrict Severance Agreements Against For ShrHoldr (Change-in-Control) In conclusion, we believe that the cap suggested by the proponent of 2.99 times base salary and bonus is widely considered as the standard threshold level of severance payments for senior executives that should be subject to a shareholder vote. The definition of severance benefits also includes the value of accelerated equity, which often contributes to a significant portion of severance payments. Additionally, since the proponent's proposal does not require that shareholder approval be obtained prior to the drafting of severance agreements, we do not believe that adoption of this proposal would unduly hinder the company's ability to negotiate such agreements with potential executives. ISS believes that shareholders should have a voice in lucrative good-bye packages. 05/11/06 - APulte Homes Inc. *PHM* 745867101 03/14/06 21,620 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 4 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 5 Provide for Cumulative Voting Against For ShrHoldr In this case, the company fails to include all of the aforementioned corporate governance and performance criteria. Specifically, the board has a classified structure. Accordingly, the proposal warrants shareholder support. 6 Performance-Based Equity Awards Against For ShrHoldr In this case, Pulte grants time-vested restricted stock and standard stock options to its named executive officers. These awards are not considered performance-based awards under ISS' policies. A rise in the stock market can provide automatic gains without the executives exhibiting any demonstrated effort. Therefore, ISS believes that proposal warrants shareholder support. 05/16/06 - AQuestar Corp. *STR* 748356102 03/20/06 14,082 1 Elect Directors For For Mgmt 05/24/06 - AQwest Communications International Inc. *Q* 749121109 03/27/06 156,300 1 Elect Directors For Split Mgmt 1.1 Elect Director Linda G. Alvarado --- For We recommend a vote FOR the directors with the exception of independent outsider R. David Hoover. We recommend that shareholders WITHHOLD votes from R. David Hoover for sitting on more than three boards. 1.2 Elect Director Charles L. Biggs --- For 1.3 Elect Director R. David Hoover --- Withhold 1.4 Elect Director Patrick J. Martin --- For 1.5 Elect Director Caroline Matthews --- For 1.6 Elect Director Wayne W. Murdy --- For 1.7 Elect Director Richard C. Notebaert --- For 1.8 Elect Director Frank P. Popoff --- For 1.9 Elect Director James A. Unruh --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 2.43 percent is within the allowable cap for this company of 5.65 percent. 4 Claw-back of Payments under Restatements Against For ShrHoldr In evaluating shareholder clawback proposals, ISS considers if the company has adopted a formal clawback policy and/or if the company has chronic restatement history or material financial problems. In this case, Qwest has adopted a policy to recover performance-based compensation if the board determines a senior executive officer was improperly compensated as a result of future substantial restatement of previously issued financial statements and it is in the best interests of the company. The current policy also provides the board the discretion to consider additional factors in its evaluation to seek recovery of certain performance-based compensation. As noted by the proponent, Qwest had a substantial restatement due to fraudulent practices in the past and had paid $250 million to settle SEC charges. Although the company has adopted a formal policy to recover certain performance-based compensation, ISS believes the policy provides the board wide discretion. In light of the company's historical material restatements due to fraudulent practices, ISS believes shareholder support continues to be warranted in this case. 5 Submit Supplemental Executive Retirement Plans to Against For ShrHoldr Shareholder vote Because the SERP confers extraordinary benefits not included in employee-wide plans, we believe that the proposal warrants shareholder support. Further, the board is able to implement this policy in a manner that does not violate any existing employment agreement or vested pension benefit. 6 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system gives full effect to the shareholder franchise. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 7 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 05/25/06 - AR. R. Donnelley & Sons Co. *RRD* 257867101 04/01/06 24,630 1 Elect Directors For Split Mgmt 1.1 Elect Director Thomas S. Johnson --- For We recommend a vote FOR the directors with the exception of independent outsider Norman H. Wesley. We recommend that shareholders WITHHOLD votes from Norman H. Wesley for sitting on more than three boards. 1.2 Elect Director John C. Pope --- For 1.3 Elect Director Lionel H. Schipper, C.M. --- For 1.4 Elect Director Norman H. Wesley --- Withhold 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr 05/09/06 - ARadian Group Inc. *RDN* 750236101 03/14/06 13,300 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.27 percent is within the allowable cap for this company of 7.96 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 05/03/06 - ARaytheon Co. *RTN* 755111507 03/09/06 30,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 5 Provide for Cumulative Voting Against For ShrHoldr In this case, the company fails to include all of the aforementioned corporate governance and performance criteria. Specifically, shareholders may not act by written consent and may not call special meetings. Accordingly, the proposal warrants shareholder support. 6 Submit Supplemental Executive Retirement Plans to Against For ShrHoldr Shareholder vote Because the SERP confers extraordinary benefits not included in employee-wide plans, we believe that the proposal warrants shareholder support. Further, the board is able to implement this policy in a manner that does not violate any existing employment agreement or vested pension benefit. 7 Separate Chairman and CEO Positions Against For ShrHoldr While the duties of the lead director have been detailed in the company's proxy statement as well as the Governance Principles document on the company's website web, the duties fail to include all of the aforementioned criteria. Specifically, it is not mentioned if the lead director approves information sent to the board, approves meeting agendas for the board, has the authority to call meetings of the independent directors and if requested by major shareholders, ensures that he is available for consultation and direct communication. We believe that the company's governance structure currently does not provide a satisfactory balance to a unified chairman and CEO / president position. 05/03/06 - AReynolds American Inc *RAI* 761713106 03/06/06 8,730 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Conduct Study on Youth Smoking Against Against ShrHoldr ISS generally supports information that increases shareholder awareness of potential risks and opportunities associated with their investment; however, this disclosure should be balanced with the cost associated with gathering and publishing the data, the level of existing information available, and the feasibility of complying with the structure of the proposal. In light of the potentially negative impact that the branding and marketing of flavored cigarettes may have at the company and other tobacco companies, we believe that this issue warrants close attention by the company's board of directors. That said, ISS is concerned with the structure of this resolution, specifically the aspect requesting that the company cease research, development, and marketing of a specific product line. While we note that the company's line of flavored tobacco products does not appear to comprise a large portion of its overall revenues, such decisions could have a negative impact on shareholder value. As such, we do not recommend shareholder support for this resolution. 4 Support Legislation to Reduce Smoking Against Against ShrHoldr Generally speaking, ISS believes that public agencies are the appropriate forum for discussion on tax policies or regulations regarding public smoking. Furthermore, ISS is concerned that taking active positions to support certain issues related to smoking may have a negative impact on the company's business, and questions the short-term and long-term impact on shareholder value that may result from compliance with this proposal. As such, we do not recommend shareholder support for the resolution. 05/01/06 - ARohm and Haas Co. *ROH* 775371107 03/03/06 16,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/28/06 - ARowan Companies, Inc. *RDC* 779382100 03/01/06 14,250 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/03/06 - ASAFECO Corp. *SAFC* 786429100 03/06/06 15,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/06 - ASandisk Corp. *SNDK* 80004C101 03/28/06 9,600 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 11.98 percent is within the allowable cap for this company of 12.52 percent. Additionally, this plan expressly forbids repricing. 3 Increase Authorized Common Stock For For Mgmt The requested increase of 400,000,000 shares is below the allowable threshold of 600,000,000 shares. 4 Ratify Auditors For For Mgmt 05/11/06 - ASimon Property Group, Inc. *SPG* 828806109 03/09/06 17,760 1 Elect Directors For Split Mgmt 1.1 Elect Director Birch Bayh --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Birch Bayh. We recommend that shareholders WITHHOLD votes from Birch Bayh for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Melvyn E. Bergstein --- For 1.3 Elect Director Linda Walker Bynoe --- For 1.4 Elect Director Karen N. Horn, Ph.D. --- For 1.5 Elect Director Reuben S. Leibowitz --- For 1.6 Elect Director J. Albert Smith, Jr. --- For 1.7 Elect Director Pieter S. van den Berg --- For 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 2.16 percent is within the allowable cap for this company of 5.00 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 04/19/06 - ASonoco Products Co. *SON* 835495102 02/17/06 21,600 1 Elect Directors For For Mgmt 05/02/06 - ASouthern Union Co. *SUG* 844030106 03/20/06 26,800 1 Elect Directors For Split Mgmt 1.1 Elect Director David L. Brodsky --- For We recommend a vote FOR the directors with the exception of affiliated outsider Frank W. Denius. We recommend that shareholders WITHHOLD votes from Frank W. Denius for standing as an affiliated outsider on the Audit and Nominating committees. 1.2 Elect Director Frank W. Denius --- Withhold 1.3 Elect Director Kurt A. Gitter, M.D. --- For 1.4 Elect Director Herbert H. Jacobi --- For 1.5 Elect Director Adam M. Lindemann --- For 1.6 Elect Director George L. Lindemann --- For 1.7 Elect Director Thomas N. McCarter, III --- For 1.8 Elect Director George Rountree, III --- For 1.9 Elect Director Alan D. Scherer --- For 2 Approve Sale of Company Assets For For Mgmt As no information is provided in the proxy to allow shareholders to evaluate the transaction, ISS believes the proposal does not warrant shareholder support. 3 Approve Restructuring Plan For For Mgmt Given the limited impact of the restructuring and possible benefits, ISS believes the proposal warrants shareholder support. 4 Amend Omnibus Stock Plan For Against Mgmt V. Vote Recommendation We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 5.10 percent is above the allowable cap for this company of 5.00 percent. 5 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. ISS supports performance based compensation that qualifies for tax deduction under Section 162 (m). 6 Ratify Auditors For For Mgmt 04/18/06 - ASprint Nextel Corp *S* 852061100 02/28/06 60,940 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS notes that the proposal is not intended to limit the judgment of the board. The board would retain the discretion to address the status of incumbent directors who failed to receive a majority vote under a majority vote standard, and whether a plurality vote standard would be more appropriate in director elections when the number of director nominees exceeds the available board seats. 4 Restore or Provide for Cumulative Voting Against For ShrHoldr In this case, the company fails to meet all of the aforementioned corporate governance and performance criteria. Specifically, shareholders may not call special meetings and may only act by written consent if such consent is unanimous. Accordingly, the proposal warrants shareholder support. 04/18/06 - ASunTrust Banks, Inc. *STI* 867914103 02/28/06 22,390 1 Elect Directors For Split Mgmt 1.1 Elect Director J. Hyatt Brown --- Withhold We recommend a vote FOR the directors with the exception of J. Hyatt Brown, from whom we recommend shareholders WITHHOLD votes for sitting on more than three boards while serving as a CEO. 1.2 Elect Director Alston D. Correll --- For 1.3 Elect Director David H. Hughes --- For 1.4 Elect Director E. Neville Isdell --- For 1.5 Elect Director G. Gilmer Minor, III --- For 1.6 Elect Director Thomas M. Garrott --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 05/30/06 - SSupervalu Inc. *SVU* 868536103 04/21/06 11,954 1 Issue Shares in Connection with an Acquisition For For Mgmt In our analysis we considered: 1) that there was an initial positive market reaction; 2) that the merger offers the company potential benefits, although also implies higher leverage and integration challenges. Based on these factors, we believe that the issuance of stock in connection with the merger agreement warrants shareholder support. 2 Adjourn Meeting For For Mgmt Where ISS is supportive of the underlying merger proposal, we are supportive of a narrowly-tailored adjournment proposal that seeks adjournment solely to solicit additional proxies to approve the transaction. 06/28/06 - ASupervalu Inc. *SVU* 868536103 05/19/06 22,400 1 Elect Director Irwin Cohen For For Mgmt 2 Elect Director Ronald E. Daly For For Mgmt 3 Elect Director Lawrence A. Del Santo For For Mgmt 4 Elect Director Susan E. Engel For For Mgmt 5 Elect Director Philip L. Francis For For Mgmt 6 Ratify Auditors For For Mgmt 05/31/06 - ASybase, Inc. *SY* 871130100 04/03/06 26,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 04/11/06 - AThe Bear Stearns Companies Inc. *BSC* 073902108 02/13/06 13,990 1 Elect Directors For For Mgmt 2 Amend Deferred Compensation Plan For For Mgmt By compensating the company's executives in stock, this plan will link executive compensation to the performance of the company, thereby better aligning management with shareholders' interests. Given that the proposed change does not constitute a material amendment, we believe this proposal warrants shareholder support. 3 Ratify Auditors For For Mgmt 04/20/06 - AThe Black & Decker Corp. *BDK* 091797100 02/21/06 7,700 1 Elect Directors For For Mgmt 1.1 Elect Director N.D. Archibald --- For We recommend a vote FOR the directors. 1.2 Elect Director N.R. Augustine --- For 1.3 Elect Director B.L. Bowles --- For 1.4 Elect Director G.W. Buckley --- For 1.5 Elect Director M.A. Burns --- For 1.6 Elect Director K.B. Clark --- For 1.7 Elect Director M.A. Fernandez --- For 1.8 Elect Director B.H. Griswold, Iv --- For 1.9 Elect Director A. Luiso --- For 1.10 Elect Director R.L. Ryan --- For 1.11 Elect Director M.H. Willes --- For 2 Ratify Auditors For For Mgmt 3 Performance-Based and/or Time-Based Equity Awards Against For ShrHoldr In conclusion, the company's annual and long-term incentive programs do not sufficiently meet the proponent's requirements. Therefore, ISS supports this shareholder proposal. 04/25/06 - AThe Chubb Corp. *CB* 171232101 03/06/06 19,500 1 Elect Directors For For Mgmt 1.1 Elect Director Zoe Baird --- For We recommend a vote FOR all directors. 1.2 Elect Director Sheila P. Burke --- For 1.3 Elect Director James I. Cash, Jr. --- For 1.4 Elect Director Joel J. Cohen --- For 1.5 Elect Director James M. Cornelius --- For 1.6 Elect Director John D. Finnegan --- For 1.7 Elect Director Klaus J. Mangold --- For 1.8 Elect Director Sir David G. Scholey --- For 1.9 Elect Director Raymond G.H. Seitz --- For 1.10 Elect Director Lawrence M. Small --- For 1.11 Elect Director Daniel E. Somers --- For 1.12 Elect Director Karen Hastie Williams --- For 1.13 Elect Director Alfred W. Zollar --- For 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For Mgmt 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr 5 Report on Political Contributions Against Against ShrHoldr We agree with management on this issue. The laws that govern a company's political activities and the company's commitment to employees' rights regarding political activities are stringent enough to ensure political nonpartisanship. 04/19/06 - AThe Coca-Cola Company *KO* 191216100 02/21/06 54,010 1 Elect Directors For Split Mgmt 1.1 Elect Director Herbert A. Allen --- For We recommend that shareholders vote FOR the directors with the exception of independent outsider Barry Diller. We recommend that shareholders WITHHOLD votes from Barry Diller for sitting on more than three boards. 1.2 Elect Director Ronald W. Allen --- For 1.3 Elect Director Cathleen P. Black --- For 1.4 Elect Director Barry Diller --- Withhold 1.5 Elect Director E. Neville Isdell --- For 1.6 Elect Director Donald R. Keough --- For 1.7 Elect Director Donald F. McHenry --- For 1.8 Elect Director Sam Nunn --- For 1.9 Elect Director James D. Robinson, III --- For 1.10 Elect Director Peter V. Ueberroth --- For 1.11 Elect Director James B. Williams --- For 2 Ratify Auditors For For Mgmt 3 Amend Restricted Stock Plan For For Mgmt The additional performance criteria proposed are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Moreover, preservation of the full deductibility under Section 162(m) of performance-based compensation paid to the company's executive officers reduces the company's corporate tax obligation. 4 Report on Charitable Contributions Against Against ShrHoldr ISS generally believes that charitable contributions are beneficial to the company when they are donated in good faith and in the absence of gross negligence or self-dealing of management. This resolution is specifically calling for some detailed disclosure on Coca Cola's contributions. When faced with proposals that ask for increased disclosure, ISS generally evaluates the scope and format of the resolution, the potential cost associated with the requested report, the degree to which the requested information is duplicative of existing disclosure, and the potential impact that the issues at hand may have on shareholder value. In this case, we note that Coca Cola discloses a significant amount of the information requested by the proponent on its corporate website, in the 2004 Corporate Responsibility Report and through other public sources. Moreover, some aspects of the resolution, including determining the estimated or actual benefits of each charitable contribution may be difficult to produce without significant speculation, and could place a significant burden on the company without providing commensurate value to shareholders. Therefore, ISS does not recommend shareholder support for the resolution at this time. 5 Review/ Report on Recycling Policy Against Against ShrHoldr In this case, the proponent is asking Coca-Cola to report to shareholders on the feasibility of achieving a recovery rate quantified by the company for beverage containers as well as discussion on the company's positions related to container deposit systems and industry recycling goals. ISS agrees with the company that controlling and measuring the external factors that contribute to recovery and recycling programs could be costly and potentially difficult to implement. Additionally, while Coca Cola does not go into the level of detail requested by the proponents, it does provide some discussion on its policies related to recycling on the company website and in its Citizenship Report. Therefore, we encourage the company to continue improving on its recycling efforts; however, given the company's current level of participation in initiatives to increase recycling, discussion outlining its existing policies and programs on this topic, and its compliance with laws and regulations surrounding recycling, we do not recommend shareholder support for the resolution at this time. 6 Performance-Based and/or Time-Based Equity Awards Against For ShrHoldr Approval of this proposal by shareholders would require the board to obtain shareholder approval before accelerating the vesting of outstanding restricted stock and performance share units granted under the company's equity plans. In light of the company's history of accelerating the vesting of awards for departing executives coupled with the board's continued ability to modify or waive vesting requirements without shareholder approval under the company's 1989 plan, ISS believes shareholder support of this proposal is warranted. 7 Report on Environmental Liabilities in India Against Against ShrHoldr In this case, the proponent is requesting that the company evaluate the potential environmental and public health damage associated with utilizing ground water in regions that suffer from a water shortage. Specifically, the resolution is asking that the company evaluate the feasibility of refraining from the use of ground water in India. ISS believes that the proponent raises some significant issues regarding the impact that local protests and associated pressure from government officials may have on the company's operations. However, we also note that the company has provided significant discussion on issues related to water quality and scarcity in its public filings and on the corporate website. Moreover, Coca-Cola, its subsidiaries, and affiliates are involved in numerous initiatives in India to improve water quality and the availability of fresh water in water-scarce regions, and have committed to collaborative programs to seek improved methods of addressing these concerns. As such, while ISS agrees with the proponent that water scarcity in India and other global markets may have a significant impact on the company, we also believe that Coca-Cola has provided a substantial amount of information for shareholders to review when considering these risks. Therefore, we do not believe that the additional reporting requested by this resolution is warranted at this time. 8 Sponsor Independent Inquiry into Operations in Columbia Against Against ShrHoldr ISS believes that the company should carefully evaluate this issue and continue to look at ways to improve disclosure on policies and programs implemented to address issues of international workplace human rights in markets that are exposed to social unrest or violence. Such disclosure could help mitigate the company's exposure to costly litigation and damage to Coca-Cola's brand image. A proactive approach to the issue could be increasingly important for Coca Cola based on the potential for significant cost, loss of market share, and damage to Coca Colas brand image resulting from boycotts. That said, we are concerned with the structure of this resolution and question the value to shareholders of establishing a board committee to sponsor an additional investigation into the operations of the company's affiliates in Columbia. Sponsoring an independent inquiry into these allegations could be costly to the company and may not produce findings substantially different from Coca-Cola's internal investigation into the matter, the judicial reviews conducted by the Columbian Attorney General's office and court system, or the investigation conducted by CSCC, a third party audit firm. Moreover, the company has invited the ILO to conduct an independent evaluation of their Columbian operations and disclose its findings to the public, and committed to the adoption and implementation of improved labor relations standards and a dedicated policy on workplace rights. Finally, while ISS believes that Coca Cola could benefit from continued improvements to its policies, procedures, and disclosure related to these issues, we note that the company does provide some detailed discussion on the issue background and its operations and initiatives in Columbia on the Internet. While this information does not directly address all of the proponents' concerns, it does provide substantial insight into the issue for investors and stakeholders to evaluate. Therefore, we urge the company to continue the development of policy and programs to address concerns associated with workplace labor rights standards. Therefore, considering the format of this resolution, the level of disclosure at Coca-Cola on existing and developing initiatives designed to improve and protect human rights, and the company's commitment to further independent examination of these allegations, we do not believe that shareholder support for this resolution is warranted. 05/19/06 - AThe Commerce Group, Inc. *CGI* 200641108 03/24/06 12,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/06/06 - AThe DirecTV Group, Inc *DTV* 25459L106 04/10/06 36,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/06 - AThe Dow Chemical Company *DOW* 260543103 03/13/06 18,990 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Remediation Policies in Bhopal Against Against ShrHoldr Conclusion ISS believes that this resolution merits consideration based on the impact of the tragic accident in Bhopal on thousands of people, and the potential affect that reputational damage may have on the company's operations in Asia. That said, ISS notes that the company has disclosed certain information on Bhopal both on the Dow Chemical website and on www.bhopal.com http://www.bhopal.com/, a website sponsored by Union Carbide specifically discussing information on the tragedy. Further, while we believe that the company could improve its transparency on certain issues, ISS notes that the company has clearly stated in its filings that it does not believe that it maintains liability for future remediation, nor does it intend to invest in new initiatives to address concerns related to this issue. As such, we question the value of the report specified in this resolution. The company's discussion of the tragedy in Bhopal not only provides information on the specific incident and associated legal proceedings, remediation efforts, and business developments; it clearly outlines Dow Chemical's position on this matter. As the company has stated that it does not intend to initiate further actions related to Bhopal, it does not appear that a report to specifically discuss such actions would provide significant, meaningful benefit to shareholders. Therefore, we do not recommend shareholder support for this resolution. 4 Report on Genetically Modified Organisms Against Against ShrHoldr Conclusion Therefore, in light of the information made available by Dow Chemical regarding its policies related to GE products, its commitment to continued dialogue on this topic, and discussion of existing internal controls and management systems, ISS recommends a vote AGAINST the proposal. 5 Evaluate Potential Links Between Company Products and Against Against ShrHoldr Asthma Conclusion Based on the level of existing disclosure on these issues at Dow Chemical, ISS recommends that shareholders oppose this resolution. 6 Report on Security of Chemical Facilities Against Against ShrHoldr Conclusion Therefore, based on the existing disclosure regarding Dow Chemical's chemical safety procedures and policies, the company's commitment to continue to expand reporting as appropriate, and concern over protecting sensitive nature related to the company's security policies we do not believe that shareholder support for this proposal is warranted. 07/12/05 - SThe Gillette Co. 375766102 05/19/05 23,200 1 Approve Merger Agreement For For Mgmt Based on our review of the terms of the transaction and the factors described above, in particular the compelling strategic rationale and reasonable valuation, we believe that the merger agreement warrants shareholder support. 2 Adjourn Meeting For For Mgmt Where ISS is supportive of the underlying merger proposal, we are supportive of a narrowly-tailored adjournment proposal that seeks adjournment solely to solicit additional proxies to approve the underlying transaction. 03/31/06 - AThe Goldman Sachs Group, Inc. *GS* 38141G104 01/30/06 24,330 1 Elect Directors For For Mgmt 2 Amend Restricted Partner Compensation Plan For For Mgmt The purpose of the Restricted Partner Compensation Plan is to compensate, motivate, and retain senior managing directors of the company. Annual bonus pools will be established based on the specified financial criteria as listed above. ISS notes that the Compensation Committee has reduced each participant's actual bonus payouts for every year that the plan has been in effect. Bearing in mind the tax deductibility benefit for performance-based compensation that the plan will continue to provide, we recommend support for this proposal. 3 Ratify Auditors For For Mgmt 04/11/06 - AThe Goodyear Tire & Rubber Co. *GT* 382550101 02/16/06 33,600 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 3 Increase Authorized Common Stock For For Mgmt The requested increase of 150,000,000 shares is below the allowable threshold of 315,000,000 shares. 4 Ratify Auditors For For Mgmt 5 Adopt Simple Majority Vote Against For ShrHoldr ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 05/17/06 - AThe Hartford Financial Services Group, Inc. 416515104 03/20/06 19,000 *HIG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/22/06 - AThe Kroger Co. *KR* 501044101 04/24/06 53,750 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 3 Eliminate Cumulative Voting For For Mgmt Although the proposed amendment would have an adverse effect on shareholders' rights, given that the amended articles is a condition to the approval of the proposal to repeal the staggered board (see Item 2), which we support, we believe this item warrants shareholder support. 4 Reduce Supermajority Vote Requirement For For Mgmt ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 5 Opt Out of State's Control Share Acquisition Law For For Mgmt ISS applauds management's effort not have Ohio's control share acquisition act apply to the company, since the provision has antitakeover effects that may not be in shareholders' best interests. We believe this item warrants shareholder support. 6 Require Advance Notice for Shareholder Proposals For Against Mgmt ISS believes that shareholders should be able to submit proposals as close to the meeting date as reasonably possible. ISS considers a reasonable time frame for submittals would be no later than 60 days prior to the meeting. In this case, the proposed amendments would be more stringent for the shareholders. ISS does not support this amendment. 7 Ratify Auditors For For Mgmt 8 Report on Animal Welfare Standards Against Against ShrHoldr In the case of Kroger, ISS notes that the company does not appear to provide detailed information on its company website regarding issues of animal welfare at its suppliers. While we believe that the company should improve its disclosure on this topic, we note that it has taken certain voluntary steps to address issues of concern related to its animal welfare programs and the policies implemented by its suppliers. Finally, the company complies with applicable laws and is committed to evaluating the potential for new techniques such as controlled atmosphere stunning. ISS believes that the multiple reports requested by this resolution could be burdensome on the company without providing meaningful information to shareholders. Additionally, while we believe it would be beneficial for the company to consider the benefits of new technology at its suppliers, we also believe that management should be afforded the flexibility to make decisions on supplier relationships based on their assessment of the most beneficial sourcing strategies for the company. Therefore, we do not believe that shareholder support for this resolution is warranted. 9 Prepare a Sustainability Report Against Against ShrHoldr In this case, while ISS notes that Kroger does not currently address a number of key, environment, health and safety, and economic issues on its website or in other publicly available forums; however, the company has committed to increased reporting by the end of 2006. While we believe that the company may benefit from publishing a report based on the more structured guidelines provided by the GRI or other accepted organizations, ISS believes that the company's progress on providing a sustainability report by the end of the year shows a good faith commitment towards increasing its disclosure on issues of importance to the company and its shareholders. Therefore, we do not believe that shareholder support for the resolution is warranted at this time; however, we may consider supporting a similar resolution in the future if the company's reporting fails to address key issues of concern that may impact shareholder value. 04/24/06 - AThe Lubrizol Corp. *LZ* 549271104 03/03/06 2,506 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/06 - AThe McGraw-Hill Companies, Inc. *MHP* 580645109 03/07/06 21,740 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 07/12/05 - SThe Procter & Gamble Company *PG* 742718109 05/19/05 11,660 1 Approve Merger Agreement For For Mgmt Based on our review of the terms of the transaction and the factors described above, in particular the compelling strategic rationale, we believe that the share issuance warrants shareholder support. 2 Adjourn Meeting For For Mgmt Where ISS is supportive of the underlying merger proposal, we are supportive of a narrowly-tailored adjournment proposal that seeks adjournment solely to solicit additional proxies to approve the underlying transaction. 05/19/06 - ATime Warner Inc *TWX* 887317105 03/24/06 217,780 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 4.15 percent is within the allowable cap for this company of 5.09 percent. Additionally, this plan expressly forbids repricing. 4 Adopt Simple Majority Vote Requirement Against For ShrHoldr While we commend the company for committing to eliminate the current supermajority voting standard for amending the company's bylaws at next year's annual meeting, we would prefer that all supermajority voting requirements be eliminated. ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. As such, we support this proposal. 5 Separate Chairman and CEO Positions Against Against ShrHoldr We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO position. 6 Develop a Code Vendor of Conduct Against For ShrHoldr In this case, Time Warner does not appear to have established a code of conduct that specifically references certain issues related to workplace human rights, either within the company, or at its vendors and suppliers. We also note that many multinational companies have established such codes or standards and have posted them on their websites. While ISS recognizes that the adoption of an outside, independent monitoring program could be costly or inappropriate for some companies, we do believe that formal workplace labor rights policies can help companies avoid high-profile public issues, thus managing reputation risk and mitigating the potential for exposure to costly fines or litigation. Although the company has not been involved in any recent, significant human rights controversies, ISS believes that the adoption of a code of conduct that substantially addresses workplace human rights topics at its vendor and supplier operations could be beneficial for the company. Therefore, we recommend a vote FOR this resolution. 05/16/06 - ATRW Automotive Holdings Corp *TRW* 87264S106 03/20/06 22,400 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert L. Friedman --- Withhold We recommend a vote FOR J. Michael Losh, but WITHHOLD votes from insider Robert L. Friedman. We recommend that shareholders WITHHOLD votes from Robert L. Friedman for failure to establish a majority independent board. 1.2 Elect Director J. Michael Losh --- For 2 Ratify Auditors For For Mgmt 05/19/06 - ATXU Corp. *TXU* 873168108 03/21/06 10,612 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Establish Range For Board Size For For Mgmt ISS believes that the proposed change is relatively minor and that it is not motivated by a desire to entrench management. 4 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt ISS notes that, if shareholders do not approve this proposal, the TBOC will apply to the company on January 1, 2010. We do not feel that early adoption of the Certificate of Formation would have a negative impact on shareholders, as most changes are administrative in nature. We have no objection to this proposal. 5 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 04/18/06 - AU.S. Bancorp *USB* 902973304 02/27/06 99,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Declassify the Board of Directors Against For ShrHoldr 5 Approve Report of the Compensation Committee Against For ShrHoldr 12/01/05 - SValero Energy Corp. *VLO* 91913Y100 11/02/05 19,518 1 Increase Authorized Common Stock For For Mgmt The requested increase of 600,000,000 shares is below the allowable threshold of 960,000,000 shares. 05/04/06 - AVerizon Communications *VZ* 92343V104 03/06/06 132,952 1 Elect Directors For Split Mgmt 1.1 Elect Director James R. Barker --- For We recommend a vote FOR the directors with the exception of independent outsider Joseph Neubauer. We recommend that shareholders WITHHOLD votes from Joseph Neubauer for sitting on more than three boards. 1.2 Elect Director Richard L. Carrion --- For 1.3 Elect Director Robert W. Lane --- For 1.4 Elect Director Sandra O. Moose --- For 1.5 Elect Director Joseph Neubauer --- Withhold 1.6 Elect Director Donald T. Nicolaisen --- For 1.7 Elect Director Thomas H. O'Brien --- For 1.8 Elect Director Clarence Otis, Jr. --- For 1.9 Elect Director Hugh B. Price --- For 1.10 Elect Director Ivan G. Seidenberg --- For 1.11 Elect Director Walter V. Shipley --- For 1.12 Elect Director John R. Stafford --- For 1.13 Elect Director Robert D. Storey --- For 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Voting Against For ShrHoldr In this case, shareholders do not have the right to call special meetings and only may act by written consent if such consent is unanimous. In addition, the company underperformed the Telecommunication Services peer group and the S&P 500 Index in both one-year and three-year total shareholder returns, as reflected under the Performance Summary table. 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system gives full effect to the shareholder franchise. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 5 Require Majority of Independent Directors on Board Against Against ShrHoldr Applying ISS guidelines on independence to Verizon, a majority of the board members are independent outsiders. ISS notes that several of the above mentioned directors, including Robert Storey, Hugh Price and Sandra Moose, would have been classified as affiliated in recent years. However, because they have since retired from their positions, ISS considers such directors independent. Because the company already satisfies ISS guidelines for a substantial majority independent board and has already established a formal independence policy, we do not believe that this proposal warrants shareholder support. 6 Company-Specific-Directors on Common Boards Against Against ShrHoldr In this case, a substantial majority of the board members are independent outsiders and there are no interlocking directorships on key committees. Therefore, ISS does not recommend shareholders support this proposal. 7 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO / president. 8 Performance-Based and/or Time-Based Equity Awards Against Against ShrHoldr According to ISS' compensation policies, the company has demonstrated that it is using a substantial portion of performance-based awards under its long-term incentives for its top executives for 2005. Notwithstanding the positive steps that the compensation committee had taken in the past year, ISS believes that the committee needs to disclose the rationale of above target payouts under the performance units awards, if paid. Mediocre performance can result in above target payouts based on the current metrics. ISS believes that if the compensation committee were to decide to award more than the target payout of $11.34 million, the committee should explain the rationale for such action to shareholders. The lack of a solid rationale may result in a withhold vote from members of the compensation committee in the future. 9 Report on Political Contributions Against For ShrHoldr In the case of Verizon, ISS notes that the company briefly discusses the right of employees to be involved in the political process as private citizens as well as the impact of legislation on corporate contributions in its Code of Business Conduct; however, there does not appear to be any detailed information available about the company's oversight or accountability procedures for corporate contributions, or general discussion on the company's strategic rationale for its contributions. We do note that Verizon's contributions may not appear significant relative to the size of the firm's assets, or scope of its business; however, we believe that public perception, controversy, and/or litigation stemming from a company's political involvement can lead to costs that exceed the amount initially contributed. Therefore, while ISS believes that some aspects of this resolution may be overly restrictive or burdensome, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote for this resolution. 05/24/06 - AViacom Inc. *VIA.B* 92553P201 03/31/06 30,960 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/16/06 - AW. R. Berkley Corp. *BER* 084423102 03/20/06 14,350 1 Elect Directors For For Mgmt 1.1 Elect Director William R. Berkley --- For We recommend a vote FOR the directors. 1.2 Elect Director George G. Daly --- For 1.3 Elect Director Philip J. Ablove --- For 1.4 Elect Director Mary C. Farrell --- For 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Increase Authorized Common Stock For For Mgmt The requested increase of 200,000,000 shares is below the allowable threshold of 360,000,000 shares. 4 Ratify Auditors For For Mgmt 04/18/06 - AWachovia Corp. *WB* 929903102 02/22/06 65,084 1 Elect Directors For Split Mgmt 1.1 Elect Director William H. Goodwin, Jr. --- For We recommend a vote FOR the directors with the exception of independent outsider Mackey J. McDonald. We recommend that shareholders WITHHOLD votes from Mackey J. McDonald for sitting on more than three boards while serving as a CEO. 1.2 Elect Director Robert A. Ingram --- For 1.3 Elect Director Mackey J. McDonald --- Withhold 1.4 Elect Director Lanty L. Smith --- For 1.5 Elect Director Ruth G. Shaw --- For 1.6 Elect Director Ernest S. Rady --- For 2 Ratify Auditors For For Mgmt 3 Submit Severance Agreement (Change in Control) to Against For ShrHoldr shareholder Vote ISS believes that the cap suggested by the proponent of 2.99 times base salary and cash bonus is widely considered as the standard threshold level of severance payments for senior executives that should be subject to a shareholder vote. Additionally, since the proponent's proposal does not require that shareholder approval be obtained prior to the drafting of severance agreements, we do not believe that adoption of this proposal would unduly hinder the company's ability to negotiate such agreements with potential executives. ISS believes that shareholders should have a voice in voting on severance payments and that adopting such a policy can prevent oversized severance payments to executives. 4 Report on Political Contributions Against Against ShrHoldr In the case of Wachovia, ISS notes that the company discusses political contributions both in a policy statement and in the corporate Code of Ethics located on the company website. These policies do not appear inconsistent with industry standards or existing regulatory requirements on this issue. Wachovia's policy statement does not outline the criteria used in evaluating political contributions; however, it does clearly state that the company does not contribute any corporate funds to political organizations (including 527s), and that all contributions and political activities are conducted through voluntary, employee-sponsored PACs. Further disclosure includes information on the departments that are accountable for overseeing political activity, and annual director-level audit process. Finally, the company does not appear to be the subject of any recent, significant controversy, fines, or litigation resulting from political action or contributions from it or its employee sponsored PACs. Therefore, while we agree with the proponents that data on every type of political contribution may not be easily accessed, it is our opinion that information provided by Wachovia provides shareholders with sufficient insight into the company's policies and controls. Furthermore, company policy prohibits the use of corporate funds for political contributions. Therefore, ISS does not believe that additional reporting on this matter is warranted at this time. 5 Separate Chairman and CEO Positions Against Against ShrHoldr We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO / president position. 6 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, in a case where a company has in place unfavorable governance provisions, as indicated above, we do not believe the resignation policy is a sufficient alternative to the proposed majority voting standard. The company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. Further, with regard to management's concern that the proposal does not consider potential board vacancies, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 04/18/06 - AWashington Mutual, Inc *WM* 939322103 02/24/06 10,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation We commend the company for expressly forbidding the repricing of stock options under the plan. The total cost of the company's plans of 5.60 percent is within the allowable cap for this company of 6.25 percent. Additionally, the company passed ISS's three-year average burn rate policy. 4 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 6 Report on Political Contributions Against For ShrHoldr In the case of Washington Mutual, ISS notes that the company briefly discusses the right of employees to be involved in the political process as private citizens in its Code of Conduct; however, there is no detailed information available about the company's policies regarding oversight or accountability for corporate contributions, or the administration of Washington Mutual's PACs. We do note that Washington Mutual's contributions may not appear significant relative to the size of the firm's assets; however, we believe that public perception, controversy, and/or litigation stemming from a company's political involvement can lead to costs that exceed the amount initially contributed. Therefore, while ISS believes that some aspects of this resolution may be overly restrictive or burdensome, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote FOR this resolution. 05/01/06 - AWeingarten Realty Investors *WRI* 948741103 03/14/06 16,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 4.37 percent is within the allowable cap for this company of 5.00 percent. 4 Performance-Based Equity Awards Against For ShrHoldr In conclusion, the company's annual and long-term incentive programs do not sufficiently meet ISS' or the proponent's requirements of pay-for-superior performance standards. Therefore, ISS supports this shareholder proposal. 05/16/06 - AWellpoint Inc *WLP* 94973V107 03/24/06 19,440 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.36 percent is within the allowable cap for this company of 6.76 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 04/25/06 - AWells Fargo & Company *WFC* 949746101 03/07/06 48,940 1 Elect Directors For Split Mgmt 1.1 Elect Director Lloyd H. Dean --- For We recommend a vote FOR the directors with the exception of affiliated outsiders Michael W. Wright, Donald B. Rice, Philip J. Quigley, and Cynthia H. Milligan. We recommend that shareholders WITHHOLD votes from Philip J. Quigley and Cynthia H. Milligan for standing as affiliated outsiders on the Audit and Nominating committees. We also recommend that shareholders WITHHOLD votes from Michael W. Wright and Donald B. Rice for standing as affiliated outsiders on the Compensation and Nominating committees. 1.2 Elect Director Susan E. Engel --- For 1.3 Elect Director Enrique Hernandez, Jr. --- For 1.4 Elect Director Robert L. Joss --- For 1.5 Elect Director Richard M. Kovacevich --- For 1.6 Elect Director Richard D. McCormick --- For 1.7 Elect Director Cynthia H. Milligan --- Withhold 1.8 Elect Director Nicholas G. Moore --- For 1.9 Elect Director Philip J. Quigley --- Withhold 1.10 Elect Director Donald B. Rice --- Withhold 1.11 Elect Director Judith M. Runstad --- For 1.12 Elect Director Stephen W. Sanger --- For 1.13 Elect Director Susan G. Swenson --- For 1.14 Elect Director Michael W. Wright --- Withhold 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, in a case where a company has in place unfavorable governance provisions, as indicated above, we do not believe the resignation policy is a sufficient alternative to the proposed majority voting standard. The company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. Further, the proposal provides for a carve-out for plurality voting in the event of a contested election. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 4 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 5 Compensation- Director Compensation Against Against ShrHoldr ISS believes the proponent's request to annually seek shareholder approval for every future director compensation package is burdensome and offers little value to shareholders. Furthermore, the proposal does not seek to address the real issue - runaway CEO compensation. 6 Report on Discrimination in Lending Against Against ShrHoldr Therefore, based on concerns over the utility of this information to shareholders, and information available on the company's website that addresses some of the concerns set forth in the proposal, we do not believe that shareholder support for this resolution is warranted. 01/06/06 - SWFS Financial Inc. 92923B106 11/17/05 7,590 1 Approve Merger Agreement For For Mgmt Management and the special committee viewed the following factors as deciding before approving the merger agreement: 1. Current financial market conditions and historical market prices and trading information with respect to WFS common stock and Wachovia common stock; 2. Wachovia common stock has a significantly higher daily trading volume than shares of WFS common stock and is therefore more liquid than WFS common stock; 3. Wachovia currently pays a quarterly dividend on its common stock of $0.51 per share, while WFS does not pay a dividend on its common stock; and 4. That Wachovia has the ability to provide greater levels of capital and resources to WFS than WFS could achieve independently or from Westcorp or Western Financial Bank. Based on our review of the terms of the transaction and the factors described above, in particular the premium paid in the transaction, we believe that the merger agreement warrants shareholder support. 2 Adjourn Meeting For For Mgmt 04/20/06 - AWilmington Trust Corp. *WL* 971807102 02/21/06 23,000 1 Elect Directors For For Mgmt 04/27/06 - AWyeth *WYE* 983024100 03/03/06 39,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 3.61 percent is within the allowable cap for this company of 9.95 percent. 4 Report on Product Availability in Canada Against For ShrHoldr ISS generally supports proposals that call for increased disclosure that may help shareholders better evaluate their investment. While we believe that a prescriptive requirement to adopt a policy to support reimportation may be inappropriate and in violation of both U.S. and Canadian regulations on this matter, we do believe that the company could benefit from increased transparency into its policies and the impact that they may have on the company. ISS notes that there are certain legal and safety concerns that can be associated with the reimportation of prescription medications. However, public action and litigation on this matter continues to become more common and contentious, and could result in costly legal maneuvering, damaging publicity, and onerous legislation in the future. Therefore, considering the widely varied stance on this issue, and the degree to which legislation, litigation, and public opinion related to prescription drug access will impact the industry as a whole, and Wyeth specifically, ISS believes that a report on impact of the company's policies related to this topic is warranted. 5 Report on Political Contributions Against For ShrHoldr In the case of Wyeth, ISS notes that the company briefly discusses the right of employees to be involved in the political process as private citizens in its Code of Conduct; however, there is no detailed information available about the company's policies regarding oversight or accountability for corporate contributions, or the administration of Wyeth's PACs. Therefore, while ISS believes that some aspects of this resolution may be overly restrictive or burdensome, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote FOR this resolution. 6 Report on Animal welfare Policy Against For ShrHoldr In this case, Wyeth, there does not appear to be the subject of any recent, significant fines or litigation on the issue of animal welfare indicative of systematic problems with the company's policies. However, ISS notes that the company does not have detailed information publicly disclosed related to its animal welfare policies and procedures. This lack of disclosure is not consistent with policies at other companies in the industry and could expose Wyeth to some level of reputational risk, or damage to the company's brand image. Additionally, based on the company's commitment to sound science and the humane treatment of animals, as well as statements regarding its internal policies, we do not believe that it would be overly costly or burdensome for the company to include this disclosure on its website or in other public documents. ISS does not believe that every aspect of this resolution needs to be addressed by the company; however, we do believe that the company should minimize its exposure to potential risks associated with animal welfare issues by adopting a level of disclosure consistent with industry norms. As such, we recommend shareholder support for this resolution. 7 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS notes that the proposal is not intended to limit the judgment of the board. The board would retain the discretion to address the status of incumbent directors who failed to receive a majority vote under a majority vote standard, and whether a plurality vote standard would be more appropriate in director elections when the number of director nominees exceeds the available board seats. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 8 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 9 Adopt Simple Majority Vote Requirement Against For ShrHoldr We support shareholder proposals seeking to eliminate supermajority vote requirements, as they may serve as entrenchment devices for management and therefore are not in the shareholders' best interest. We believe this proposal warrants support. 05/16/06 - AYRC Worldwide Inc *YRCW* 984249102 03/27/06 5,991 1 Elect Directors For For Mgmt 05/01/06 - AZions Bancorporation *ZION* 989701107 03/01/06 11,100 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For Mgmt 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request.
Fund: Principal Variable Contracts Fund - Diversified International Sub-Advisor: Principal Global Investors LLC Vote Summary Report Jul 01, 2005 - Jun 30, 2006 PVCF Diversified International - 5041
Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted ---------------------------------------------------- ------------- ------------ -------------- ----------- ---------- ---------- -------------------------------------------------------------------------------------------------------------------------------- 06/26/06 - SAB Lindex W0166N104 06/19/06 4,169 1 Open Meeting None None Mgmt 2 Elect Chairman of Meeting For For Mgmt 3 Prepare and Approve List of Shareholders For For Mgmt 4 Approve Agenda of Meeting For For Mgmt 5 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 6 Acknowledge Proper Convening of Meeting For For Mgmt 7 Approve Special Dividend of SEK 4.75 per For For Mgmt Share 8 Approve Stock Option Plan for Senior For For Mgmt Executives; Approve Creation of Up to 2.25 Million Shares to Guarantee Conversion Rights 9 Close Meeting None None Mgmt 05/04/06 - AABB Ltd. H0010V101 None 159,767 1 Share Re-registration Consent For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/04/06 - AABB Ltd. H0010V101 None 159,767 1 Receive Financial Statements and Statutory None Mgmt Reports 2 Accept Financial Statements and Statutory For Mgmt Reports 3 Approve Discharge of Board and Senior For Mgmt Management 4 Approve Allocation of Income and Dividends For Mgmt of CHF 0.12 per Share 5 Reelect Roger Agnelli, Juergen Dormann, For Mgmt Louis Hughes, Hans Maerki, Michel de Rosen, Michael Treschow, Bernd Voss, and Jacob Wallenberg as Directors 6 Ratify Ernst & Young AG as Auditors; Ratify For Mgmt OBT AG as Special Auditors Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 01/20/06 - AAberdeen Asset Management plc G00434111 None 65,016 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of 1.584 Pence Per For For Mgmt Ordinary Share 3 Reappoint KPMG Audit Plc as Auditors and For For Mgmt Authorise the Board to Determine Their Remuneration 4 Re-elect Martin Gilbert as Director For For Mgmt 5 Re-elect Charles Irby as Director For For Mgmt 6 Re-elect Donald Waters as Director For For Mgmt 7 Approve Remuneration Report For Against Mgmt We have a number of concerns regarding remuneration at this Company: 1) The CEO, Martin Gilbert, received an annual bonus this year of GBP 1,550,000 (USD 2,666,000) and an exceptional LTIP grant worth GBP 1,200,000 (USD 2,064,000), worth over 380% and 300% of salary respectively. The Company states the LTIP grant was necessary to ensure his retention, but provides no further details. We note that exceptional LTIP grants were made to two executives below Board level for retention too, and that Martin Gilbert's salary has not increased since the previous year. However, we are concerned that the bonus payment, and possibly the LTIP grant, are related in part to the completion of the Deutsche acquisition and are therefore a form of transaction bonus. Martin Gilbert's objectives for 2005 included the closure of regulatory issues surrounding split capital trusts, the disposal of non-core assets, and delivery of improved profitability and reduced gearing, but also the identification and conclusion of corporate transactions for the purposes of increasing shareholder value. NAPF policy states that executives should not be rewarded for a transaction itself, given that existing long-term schemes will reflect any long-term improvements to company performance arising as a result. (2) There is no 5% dilution limit in place for discretionary share incentive schemes in addition to the 10% overall limit. The Company has disclosed the level of dilution resulting from its first grant of awards under the new LTIP, 0.9%, and has informed RREV that the year-end total dilution was 2.6%, while the level following grants made after the financial year end was 5.2%. We would welcome disclosure of these totals in future remuneration reports. The Company has told us that the 5% limit is not in place, partly to retain flexibility for any future transactions. The LTIP is the only scheme in operation (there is no SAYE scheme), and has approximately 160 participants at present. Of the 5.6 million new shares granted under the scheme to date, 360,000 related to Executive Directors. The Company does not intend to exceed the 5% limit in any one year. 3) There are liquidated damage provisions on termination equivalent to one year's gross pay including annual bonuses. Given the uncapped nature of bonuses and the sizeable awards made to date, this represents a considerable potential payout on termination. We consider that the Company should seek either to limit the size of these provisions or incorporate the ability to phase payments and apply mitigation. Overall, we consider these concerns when taken together are sufficient to recommend that shareholders vote against this item. 8 Approve Cancellation of the Following: For For Mgmt 500,000 Performance Shares 1997; 500,000 Performance Shares 1998; 500,000 Performance Shares 1999; 500,000 Performance Shares 2000; 500,000 Performance Shares 2001; 12,500,000 Deferred Shares 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 21,177,249 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 3,025,080 11 Authorise 30,250,800 Ordinary Shares for For For Mgmt Market Purchase 12 Adopt New Articles of Association For For Mgmt 05/18/06 - SABG Sundal Collier ASA (frmly ASKIA R00006107 None 6,419 INVEST) 1 Open Meeting and Registration of None None Mgmt Shareholders 2 Elect Chairman of Meeting; Designate For For Mgmt Inspector or Shareholder Representative(s) of Minutes of Meeting 3 Approve Notice of Meeting and Agenda For For Mgmt 4 Approve Dividends of NOK 1.4 Per Share For For Mgmt 5 Elect Directors For Against Mgmt Conclusion We strongly believe that publicly listed companies should disclose details on proposals at least 30 days prior to the meeting. When this information is not available well in advance of the meeting, investors are not left with sufficient time to evaluate the candidates and, in the case of shareholders who will not be present at the meeting themselves, to submit voting instructions via a custodian bank. Most large Norwegian companies disclose at least the names of any nominees to the board in the meeting notice. We recommend that shareholders contact ABG's investor relations department directly and express their desire to receive details of proposals to the AGM in advance of the meeting. Because the names of the nominees were not available at the time this analysis was written, which does not allow shareholders to make an informed decision, shareholders are advised to vote against this item. 04/27/06 - AAbn Amro Holding Nv N0030P459 04/20/06 82,435 1 Approve Minutes of Previous Meeting None Mgmt 2 Receive Report of Management Board None Mgmt 3a Approve Financial Statements and Statutory For Mgmt Reports 3b Approve Dividends of EUR 1.10 Per Share For Mgmt 3c Approve Discharge of Management Board For Mgmt 3d Approve Discharge of Supervisory Board For Mgmt 4 Approve Remuneration Report Containing For Mgmt Remuneration Policy for Management Board Members 5 Approve Amendments to Remuneration of For Mgmt Supervisory Board 6 Approve Company's Corporate Governance For Mgmt Structure 7a Elect G.J. Kramer to Supervisory Board For Mgmt 7b Elect G. Randa to Supervisory Board For Mgmt 7c Reelect A.C. Martinez to Supervisory Board For Mgmt 8 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 9a Grant Board Authority to Issue Ordinary For Mgmt Shares, Convertible Preference Shares and Preference Financing Shares Up To 20 Percent of Issued Capital 9b Authorize Board to Exclude Preemptive For Mgmt Rights from Issuance Under Item 9a 10 Any Other Business (Non-Voting) None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/18/06 - AAcs, Actividades De Construcciones E7813W163 None 59,416 (Formerly Gines Navarro C 1 Approve Individual and Consolidated For For Mgmt Financial Statements and Statutory Reports; Approve Allocation of Income; Presentation of Annual Corporate Governance Report 2 Approve Discharge of Directors For For Mgmt 3 Elect Directors For For Mgmt 4 Authorize Repurchase of Shares For For Mgmt 5 Approve Auditors For For Mgmt 6 Amend Articles 14 and 25 of the Company's For Against Mgmt By-Laws Re: Director Terms; Convocation of General Meetings Because we believe that the negative provision outweighs the positive provisions in this bundled item, we recommend a vote against the entire item. 7 Amend Article 5 of the General Meeting For For Mgmt Guidelines Re: Convocation of General Meeting 8 Present Information About the Modifications For For Mgmt to the Board Guidelines 9 Authorize Board to Ratify and Execute For For Mgmt Approved Resolutions 10 Approve Minutes of Meeting For For Mgmt 03/24/06 - AACTA HOLDING R0388P107 None 32,246 1 Open Meeting None None Mgmt 2 Elect Chairman of Meeting For For Mgmt 3 Approve Notice of Meeting and Agenda For For Mgmt 4 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 5 Approve Financial Statements, Allocation of For For Mgmt Income and Dividends of NOK 2 per Share 6 Approve Remuneration of Directors in the For For Mgmt Amount of NOK 250,000 for Chairman and NOK 150,000 for Other Board Members 7 Approve Remuneration of Auditors in the For For Mgmt Amount of NOK 99,000 8 Reelect Stein Aukner and Petter Berge as For For Mgmt Directors; Elect Nina Lie and Karla Smith as New Directors 9 Approve Creation of NOK 4.5 Million Pool of For For Mgmt Capital without Preemptive Rights 05/30/06 - AAdelaide Brighton Ltd. *ABC* Q0109N101 05/28/06 30,000 1 Receive the Financial Report of the Company None None Mgmt and the Reports of the Directors and Auditor for the Year Ended Dec. 31, 2005 2 Elect Dave Barro as Director For For Mgmt 3 Elect Les V Hosking as Director For For Mgmt 4 Adopt the Remuneration Report for the Year For For Mgmt Ended Dec. 31, 2005 05/25/06 - AAdolfo Dominguez E0079K106 None 163 1 Approve Individual and Consolidated For For Mgmt Financial Statements and Statutory Reports for Fiscal Year Ended 12-31-05; Approve Discharge of Directors 2 Approve Allocation of Income For For Mgmt 3 Authorize Capitalization of Reserves by For For Mgmt Nominal Value of EUR 261,336 for a 1:20 Bonus Issue 4 Amend Article 22 of Company By-Laws Re: For For Mgmt Director Compensation 5 Amend Article 5 of the General Meeting For For Mgmt Guidelines Re: Notice Periods and Submission of Proposals to Meeting Agenda 6 Elect Directors For For Mgmt 7 Approve Remuneration of Directors and Audit For For Mgmt Committee Members 8 Approve Auditors for Company and For For Mgmt Consolidated Group 9 Authorize Repurchase of Shares For For Mgmt 10 Authorize Board to Ratify and Execute For For Mgmt Approved Resolutions 05/12/06 - AAeon Co. Ltd. (formerly Jusco Co. J00288100 02/20/06 51,300 Ltd.) *8267* 1 Amend Articles to: Expand Business Lines - For Against Mgmt Authorize Public Announcements in Electronic Format - Introduce Statement of Corporate Philosophy Because the proposed expansion into the banking business, which has little relationship to Aeon's core business operations, carries a high probability of damaging shareholder value, and because we are concerned that it may be motivated by a desire for one-upmanship vis-a-vis the company's chief rival, we recommend that shareholders vote against this resolution. 2 Elect Directors For Split Mgmt 2.1 Elect Director --- For Because Mr. Fukuhara (candidate 5) and Mr. Sasaki (candidate 8) are former top executives of companies which have commercial relationships with Aeon, potentially compromising the independence of these nominees, we recommend that shareholders oppose the election of these two candidates. ISS does not oppose candidates 1 through 4, 6, or 7. 2.2 Elect Director --- For 2.3 Elect Director --- For 2.4 Elect Director --- For 2.5 Elect Director --- Against 2.6 Elect Director --- For 2.7 Elect Director --- For 2.8 Elect Director --- Against 3 Approve Deep Discount Stock Option Plan For Against Mgmt Because the grant of heavily discounted options which may be exercised after only one year carries no assurance that grantees will focus on long-term share price appreciation, rather than cashing in on short-term gains, we recommend that shareholders oppose this resolution. 04/25/06 - AAfrican Bank Investments (Formerly S01035112 None 44,320 Theta Group ) 1 Elect Directors For For Mgmt 2 Approve Deloitte & Touche Auditors For For Mgmt Special Business 1 Authorize Repurchase of Up to 3 Percent of For For Mgmt Issued Share Capital 04/26/06 - AAggreko plc G0116S102 None 23,254 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 3.77 Pence Per For For Mgmt Ordinary Share 4 Elect Kash Pandya as Director For For Mgmt 5 Re-elect Roy McGlone as Director For For Mgmt 6 Re-elect Andrew Salvesen as Director For Against Mgmt 7 Re-elect Angus Cockburn as Director For For Mgmt 8 Reappoint PricewaterhouseCoopers LLP as For For Mgmt Auditors and Authorise the Board to Determine Their Remuneration 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 2,690,000 10 Authorise 26,900,000 Ordinary Shares for For For Mgmt Market Purchase 05/18/06 - AAGILE PROPERTY HOLDINGS LTD G01198103 05/12/06 232,000 1 Accept Financial Statements and Statutory For For Mgmt Reports 2a Reelect Chen Zhuo Lin as Director For For Mgmt 2b Reelect Chan Cheuk Yin as Director For For Mgmt 2c Reelect Luk Sin Fong, Fion as Director For For Mgmt 2d Reelect Chan Cheuk Hung as Director For For Mgmt 2e Reelect Chan Cheuk Hei as Director For For Mgmt 2f Reelect Chan Cheuk Nam as Director For For Mgmt 2g Reelect Cheng Hon Kwan as Director For For Mgmt 2h Reelect Kwong Che Keung, Gordon as Director For For Mgmt 2i Reelect Cheung Wing Yui as Director For For Mgmt 2j Authorize Remuneration Committee to Fix the For For Mgmt Remuneration of the Executive Directors 3 Approve Remuneration of HK$250,000 to Each For For Mgmt of the Independent Non-Executive Directors for the Year Ending Dec. 31, 2006 That Will Be Paid in Proportion to the Period of Service 4 Approve Final Dividend For For Mgmt This item seeks to approve payment of final dividend of HK$0.028 ($0.004) per ordinary share. This gives the company a payout ratio of 7.5 percent. We use a minimum of 30 percent and a maximum of 100 percent as benchmarks to trigger further analysis. In this case, the company just went public on Dec. 15, 2005. We believe that the board is using the company's cash to reinvest in the company for growth and expansion. We typically give newly listed companies a period of five years to bring up their payout ratios to meet our guidelines. Given that the company is on its first year of listing, we recommend that shareholders support this dividend proposal. 5 Reappoint PricewaterhouseCoopers as For For Mgmt Auditors and Authorize Board to Fix Their Remuneration 6a Authorize Repurchase of Up to 10 Percent of For For Mgmt Issued Share Capital This authority is limited to 10 percent of the outstanding share capital of the company on the date of the resolution is passed and operates under strict regulatory guidelines of the SEHK. We believe that when timed correctly, corporate stock repurchases are a legitimate use of corporate funds and can add to long-term shareholder returns. 6b Approve Issuance of Equity or Equity-Linked For Against Mgmt Securities without Preemptive Rights As the share issuance amount is subject to abuse by Hong Kong companies, in the absence of language restricting both discounts and the authority to refresh the share issuance amounts without prior shareholder approval, a vote against is recommended. 6c Authorize Reissuance of Repurchased Shares For For Mgmt This resolution authorizes the board to reissue any shares repurchased under the general mandate to purchase shares approved above, without limiting the general mandate to issue shares also sought above. This authority would also be limited to the maximum 10 percent allowed to be repurchased. This request is being made to renew the authority, as the authority to reissue repurchased shares expired with the convening of this meeting. 06/23/06 - AAhresty Corp. *5852* J16674103 03/31/06 935 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 18, Special JY 0 The payout ratio is 9 percent based on consolidated earnings, or 17 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Expand Business Lines - Limit Rights of Odd-lot Holders - Limit Liability of Statutory Auditors and Audit Firm The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. The company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. In addition, the company seeks the authority to impose limits on the legal liability of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. However, the company seeks to limit the liability of its external audit firm in the event of a shareholder lawsuit. We believe this may have a negative impact on the quality of the audit function, and we recommend that shareholders oppose this resolution. The company also seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote and to prohibit the submission of shareholder proposals related to these subjects. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 5 are insiders and candidate 5 is executive who is new to the board. Candidate 6 has been designated as an outside director. ISS considers him to be an affiliated outsider, as he is an executive of a large shareholder company Nippon Light Metal Co., Ltd. Following this meeting, there will be one outsider on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 4 Appoint Internal Statutory Auditor For For Mgmt The nominee is not designated by the company as independent, and we have no reason to oppose hisnomination. 5 Approve Deep Discount Stock Option Plan For For Mgmt Ahresty Corp. seeks approval for a deep-discount option plan for its executive directors and executive statutory auditors. The maximum number of shares granted pursuant to the plan is 20,000 for directors and 4,000 for statutory auditors, or a small fraction of one percent of the company's issued capital. The exercise price will be set at JY 1 per share. Options may be exercised during 30 years after the grant. However, options may only be exercised after the recipient steps down from his or her position as executive director or executive auditor. This plan is intended to replace the seniority-based retirement bonus system, which the company is abolishing, with compensation based on share price performance. Restricted stock plans of the type seen in other countries are not allowed in Japan, but a similar effect is achieved by granting options which may not be exercised until a triggering event occurs. Because the modest size of this plan is not a concern for shareholders, and because this plan will contribute to a greater consciousness of the company's share price, we recommend that shareholders approve this resolution. 06/29/06 - AAichi Corp. *6345* J00284109 03/31/06 5,638 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 5, Final JY 7, Special JY 0 2 Amend Articles to: Decrease Maximum Board For For Mgmt Size - Reduce Directors Term in Office - Limit Rights of Odd-lot Holders - Limit Liability of Directors and Statutory Auditors The company seeks the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Elect Directors For For Mgmt 4 Appoint Internal Statutory Auditor For Against Mgmt He does not meet ISS criteria for independence. 5 Approve Adjustment to Aggregate For For Mgmt Compensation Ceilings for Directors and Statutory Auditors 06/22/06 - AAisin Seiki Co. Ltd. *7259* J00714105 03/31/06 26,500 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 13, Final JY 19, Special JY 0 The payout ratio is 15 percent based on consolidated earnings, or 33 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Increase Number of For For Mgmt Internal Auditors - Limit Legal Liability of Non-executive Directors and Statutory Auditors - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. The company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. The company also seeks the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Therefore, we would not oppose this amendment by itself. In addition, the company is increasing the maximum number of statutory auditors from 5 to 7, in order to strengthen the auditing structure. Accordingly, we do not oppose this resolution. 3 Approve Executive Stock Option Plan For For Mgmt This plan features premium pricing (5 percent), maximum dilution of only 0.3 percent, and option grants made to directors and executives of the company and directors of its subsidiaries. Of the 800,000 shares available for grant, 188,000 shares will be granted to the 19 directors of the company. Maximum potential dilution from this plan, coupled with dilution from the company's other option plans, comes to less than one percent of issued capital, which falls within ISS guidelines. Options may be execised between August 1, 2008 and July 31, 2012. We have no reason to oppose this resolution. 4 Appoint Internal Statutory Auditor For For Mgmt The nominee for independent auditor, an accountant in private practice, passes our test for independence. 03/15/06 - AAKER KVAERNER ASA R0180X100 None 16,978 1 Open Meeting and Designate Inspector or For For Mgmt Shareholder Representative(s) of Minutes of Meeting 2 Receive Information about Company Business None None Mgmt 3 Approve Financial Statements and Statutory For For Mgmt Reports; Approve Allocation of Income and Dividends of NOK 5 Per Share 4 Approve Remuneration of Directors For For Mgmt 5 Approve Remuneration of Nominating Committee For For Mgmt 6 Approve Remuneration of Auditors For For Mgmt 7 Elect Directors For Against Mgmt We strongly believe that publicly listed companies should disclose details on proposals at least 28 days prior to the meeting. When this information is not available well in advance of the meeting, investors are not left with sufficient time to evaluate the candidates and, in the case of shareholders who will not be present at the meeting themselves, to submit voting instructions via a custodian bank. Most large Norwegian companies disclose at least the names of any nominees to the board in the meeting notice. Because the names of the nominees were not available at the time this analysis was written, which does not allow shareholders to make an informed decision, shareholders are advised to vote against this item. 8 Elect Members of Nominating Committee For For Mgmt 9 Approve Creation of NOK 110.1 Million Pool For Against Mgmt of Capital without Preemptive Rights We oppose all forms of antitakeover mechanisms, as they limit shareholder value by eliminating the takeover or control premium for the company. When faced with the possibility of a takeover situation, we believe that shareholders should be able to decide what is in their own best interests. While the issuance request falls within our guidelines in terms of dilution, we recommend a vote against this item because this issuance could in theory be used to prevent a hostile takeover. 10 Approve Issuance of Convertible Bonds For For Mgmt without Preemptive Rights up to Amount of NOK 6 Billion; Approve Creation of NOK 110.1 Million Pool of Capital to Guarantee Conversion Rights 11 Authorize Repurchase of Up to Ten Percent For For Mgmt of Issued Share Capital 03/22/06 - AAKER YARDS ASA R0145T103 None 1,487 1 Open Meeting and Recording of Shareholders None None Mgmt Represented At Meeting 2 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 3 Approve Notice of Meeting and Agenda For For Mgmt 4 Receive Presentation of Business Activities None None Mgmt 5 Approve Financial Statements and Statutory For For Mgmt Reports; Approve Allocation of Income and Dividends of NOK 15.50 Per Share 6 Approve Remuneration of Directors in the For For Mgmt Amount of NOK 325,000 for Chairman, NOK 275,000 for Vice Chairman, and NOK 225,000 for Other Board Members 7 Approve Remuneration of Nominating For For Mgmt Committee in the Amount of NOK 10,000 Per Member 8 Approve Remuneration of Auditors For For Mgmt 9 Reelect Leif-Arne Langoey, Svein Sivertsen, For For Mgmt Rebekka Glasser, Yngve Haagensen, Ole Melberg, and Martinus Brandal as Directors; Elect Carola Teir-Lehtinen as New Director 10 Reelect Members of Nominating Committee For For Mgmt (Kjell Inge Roekke [Chairman], Rune Bjerke, and Gerhard Heiberg) While ISS prefers that all key committees be composed of nonexecutive board members who are accountable to all shareholders, we recognize that it is market practice in Norway to have non-board members serving on nominating committees. We therefore support proposals to elect nominating committees consisting of board members as well as non-board members, but we advocate disclosure of the names of the proposed candidates for the committee in the meeting notice. At this meeting, because of a lack of controversy regarding the Nominating Committee in the past, we recommend a vote in favor of this proposal. 11 Approve NOK 3 Billion Transfer From Share For For Mgmt Premium Account to Unrestricted Shareholders' Equity Under this item, the board is asking for shareholder approval to reduce Exense's share premium account by NOK 3 billion ($445.1 million). This amount will be transferred to unrestricted shareholders' equity. The company explains that the transfer is being made to supply the company with a more adequate capital structure. This proposal is occasionally seen at general meetings of Scandinavian companies. The transfer is usually undertaken either to adjust the statutory reserve to a certain percentage of the share capital, as required by domestic law, or to achieve a more efficient allocation of funds at the company. Since the transferred funds may not be used without shareholder approval, we see no reason to oppose this proposal. 12 Approve Creation of NOK 200 Million Pool of For Against Mgmt Capital without Preemptive Rights This is a general capital request; that is, the company is seeking the authority to issue shares for no specific purpose. Our guidelines allow for general capital increases without preemptive rights to a maximum of 20 percent of the existing outstanding share capital; this amount is generally more than adequate for unforeseen contingencies. Under this issuance, the potential dilution amounts to 48.5 percent of the capital. The issuance also includes the power of attorney in the event of anti-takeover situations as stipulated in Section 5-15 of the Oslo Stock Exchange Act. ISS opposes all forms of anti-takeover mechanisms, as they limit shareholder value by eliminating the takeover or control premium for the company. When faced with the possibility of a take-over situation, ISS believes shareholders should be able to decide what is in their own best interest. Due to potential excessive dilution of 48.5 percent and the possibility to use the capital from this issuance for anti-takeover measures, ISS recommends a vote against this proposal. 13 Authorize Repurchase of Shares Up to For For Mgmt Aggregate Nominal Value of NOK 40 Million Some shareholders object to corporations repurchasing shares. They prefer to see extra cash invested in new businesses or paid out as dividends. We believe that when timed correctly, corporate stock repurchases are a legitimate use of corporate funds and can add to long-term shareholder returns. For this reason, we recommend a vote in favor of the board's proposal. 14 Consent to Amended Bond Agreement With For Against Mgmt Respect to Convertible Loan of NOK 236 Million Under this item, the board asks shareholders to approve an amended bond agreement with respect to a convertible loan of NOK 236 million ($35 million). On Sept. 21, 2004, the board entered into an agreement with Aker ASA with regard to raising a convertible loan with a nominal value of NOK 236 million. Following this agreement, the bonds have been sold and Aker ASA is no longer the owner of any of the bonds. Thus, the board has found it appropriate to make some amendments regarding the conversion terms to the loan agreement with the current owner of the bonds (HBK Master Fund L.P). Pursuant to the new agreement, the conversion rate will now be NOK 111.4 ($16.5) which corresponds to the present rate conversion rate of NOK 126.3 ($18.7) with the addition of 250,000 shares. The additional 250,000 shares are rendered as compensation because the conversion will take place prior to the scheduled time. In total, up to 2.1 million shares may be converted, representing a dilution of about 10.3 percent of the share capital. When the bonds were issued on Sept. 21, 2004, the Aker Yards share was trading at NOK 99 ($14.7). Since the fall of 2004, the company's share has soared in value. Today, the share trades at NOK 397 ($58.9). Thus, allowing a conversion rate of NOK 111.4 represents a significant conversion discount. Given that bonds may be converted at a large discount, the number of shares to be converted has increased by 250,000, and the bonds may be converted earlier than stated in the original terms of the bonds, we believe this amended bond agreement would not be favorable to existing Aker Yards shareholders. Due to these reasons, ISS recommends a vote against this item. 11/02/05 - AAllco Finance Group Limited (formerly Q80508114 10/31/05 5,279 Record Investments Lim 1 Receive Financial Statements and Statutory None None Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3a Elect Barbara Kay Ward as Director For For Mgmt ISS is recommending a vote against Christopher John West based on the following: - West is one of three nominees of Allco on the company's board. Allco is a major, but not majority, shareholder in Record and is also the manager of Record. The other Allco representatives are Mark Phillips (CEO) and David Coe (chairman). - The Allco representatives therefore make up 50 percent of the board, ensuring that the board cannot be majority independent. - All local market standards (ASX Corporate Governance Council, IFSA, and ACSI) recommend that the board include a majority of independent directors. - Record's board does not have an independent chairman and has only one independent director. Record is an investment company that was listed by the Allco Group in February 2001. Prior to the listing, Record entered into various agreements with Allco, where Allco was appointed as manager of the company and holds 8.43 percent of its shares. An option deed was also entered into between the two parties under which Allco received 1. 92 million options, exercisable at any time within five years at zero exercise price. In return, under the management agreement, Allco provides Record with significant rights to participation in their business deals ahead of third parties (first and last rights of refusal). Through its relationship with Allco, Record invests in businesses and assets that cover niche financial products such as equipment leasing, securitization, funds management, placement and underwriting of financial risks, and other structured financial investments. In summary, ISS recommends voting for Barbara Ward and David Coe and against Christopher John West. 3b Elect Christopher John West as Director For Against Mgmt See Item 3a. 3c Elect David Raymond Coe as Director For For Mgmt 06/09/06 - SAllco Finance Group Limited (formerly Q80508114 06/07/06 2,946 Record Investments Lim 1 Approve the Acquisition of Allco Finance For For Mgmt and Allco UK Together with the Joint Venture Interests, from the Allco Shareholders and the Issuance of 86.87 Million New Record Shares as Consideration for the Acquisition 2 Approve the Provision of Financial Benefits For For Mgmt to Allco Shareholders 3 Authorize the Acquisition by the Company of For For Mgmt a Relevant Interest in 124.91 Million Record Shares 4 Approve Issuance of Shares Under the For For Mgmt Executive Options and Rights Plan 5 Approve Issuance of Shares Under the All For For Mgmt Employee Share Plan 6 Approve Issuance of Shares Under the For For Mgmt Deferred Share Purchase Plan 7 Approve Issuance of Shares to Non-executive For For Mgmt Directors Under and on the Terms of the Non-executive Director Share Plan 8 Authorize the Board to Increase the Maximum For Against Mgmt Aggregate Remuneration Payable to the Non-executive Directors by A$800,000, from A$700,000 to A$1.5 Million Per Annum A vote against this item is warranted because of the following reasons: - The increase to the fee cap sought is more than 100 percent. - The number of directors to be remunerated under the cap will only increase from three to four as a result of the merger. - No information has been disclosed on the proposed level of fees to individual directors after the merger. 9 Approve the Change of Company's Name to For For Mgmt Allco Finance Group Ltd 02/08/06 - SAllianz AG (formerly Allianz Holding D03080112 None 15,775 AG) 1 Approve Merger by Absorption of Riunione For Mgmt Adriatica di Sicurta SpA; Approve Change of Corporate Form to Societas Europea (SE) 2 Issue 25.1 Million Shares in Connection For Mgmt with Merger by Merger by Absorption of RIUNIONE ADRIATICA DI SICURTA Societa per Azioni 3 Approve Creation of EUR 450 Million Pool of For Mgmt Conditional Capital with Preemptive Rights 4 Approve Employee Stock Purchase Plan For Mgmt 5 Approve Issuance of Convertible Bonds For Mgmt and/or Bonds with Warrants Attached up to Aggregate Nominal Amount of EUR 10 Billion with Preemptive Rights; Approve Creation of EUR 250 Million Pool of Conditional Capital to Guarantee Conversion Rights 6 Authorize Repurchase of up to Five Percent For Mgmt of Issued Share Capital for Trading Purposes 7 Authorize Repurchase of up to 10 Percent of For Mgmt Issued Share Capital for Purposes other than Trading Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/03/06 - AAllianz AG (formerly Allianz Holding D03080112 None 12,448 AG) 1 Receive Financial Statements and Statutory None Mgmt Reports for Fiscal 2005 2 Approve Allocation of Income and Dividends For Mgmt of EUR 2.00 per Share 3 Approve Discharge of Management Board for For Mgmt Fiscal 2005 4 Approve Discharge of Supervisory Board for For Mgmt Fiscal 2005 5 Approve Affiliation Agreement with For Mgmt Subsidiary Allianz Alternative Assets Holding GmbH Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/27/06 - AAlm Brand (Formerly Finansieringsselsk K3513M103 04/12/06 1,151 Gefion) 1 Approve Financial Statements and Discharge For For Mgmt Directors 2 Approve Allocation of Income and Omission For For Mgmt of Dividends 3 Authorize Repurchase of Up to Ten Percent For For Mgmt of Issued Share Capital 4 Reelect Christian Ulrich, Joergen For For Mgmt Mikkelsen, Boris Kjeldsen, Niels Kofoed, and Joergen Larsen as Directors; Elect Henrik Stenbjerre as New Director; Reelect Charlotte Hjorth, Flemming Joergensen, and Carsten Petersen as Deputy Directors 5 Reappoint Deloitte as Auditors For For Mgmt 6 Other Proposals from Board or Shareholders None None Mgmt (None Submitted) 7 Other Business (Non-Voting) None None Mgmt 12/14/05 - SAlma Media Corporation X0083Q106 11/07/05 2,018 1 Approve Final Financial Statement of Merged For Mgmt Alma Media Corporation for Period from Jan.1, 2005 until Nov. 7, 2005 2 Approve Discharge of Board and President For Mgmt for Period from Jan. 1, 2005 until Nov. 7, 2005 Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/28/06 - AAlstom F0259M475 None 12,573 Ordinary Business 1 Approve Financial Statements and Statutory For Mgmt Reports 2 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 3 Approve Allocation of Income and Omission For Mgmt of Dividends 4 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 5 Reelect Georges Chodron de Courcel as For Mgmt Director 6 Reelect Jales B. Cronin as Director For Mgmt 7 Elect Olivier Bouygues as Director For Mgmt 8 Elect Olivier Poupart-Lafarge as Director For Mgmt 9 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 10 Authorize Filling of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 12/30/05 - SAlten F02626103 None 2,292 Special Business 1 Approve Merger Agreement Between Alten and For Mgmt Groupecyber and Capital Increase to Remunerate Acquisition 2 Approve Capital Increase in Connection with For Mgmt Acquisition and Dissolution of Groupecyber without Liquidation 3 Amend Articles to Reflect Changes in Capital For Mgmt 4 Confirm Effective Date of Merger For Mgmt 5 Approve Transfer of Groupecyber Assets to For Mgmt Alten SI 6 Confirm Transfer of Assets and Effective For Mgmt Date of Transfer 7 Authorize Filing of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/27/06 - AAlten F02626103 None 1,279 Ordinary Business 1 Approve Financial Statements and Statutory For Mgmt Reports and Approve Non-Tax Deductible Expenses 2 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 3 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 4 Approve Allocation of Income and Omission For Mgmt of Dividends 5 Authorize Repurchase of Up to Four Percent For Mgmt of Issued Share Capital Special Business 6 Approve Stock Option Plans Grants For Mgmt 7 Approve Employee Savings-Related Share For Mgmt Purchase Plan 8 Approve Merger by Absorption For Mgmt 9 Acknowledge Capital Increase and For Mgmt Dissolution of Quaternove without Liquidation Accordingly 10 Amend Articles to Reflect Changes in Capital For Mgmt 11 Authorize Filing of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 11/02/05 - SAluminium of Greece SA X00944136 None 586 1 Amend Corporate Purpose Re: Addition of For Mgmt Production and Marketing of Any Form of Energy to Company's Business Objectives 2 Elect Directors For Mgmt 3 Ratify Election of A New Member of the For Mgmt Board; Approve Board's Decisions 4 Decision Re: Share Repurchase Program; For Mgmt Amendment of Article in Case of Cancellation of Repurchased Shares 5 Other Business (Non-Voting) None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/16/06 - AAluminium of Greece SA X00944136 None 1,585 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Approve Dividends For Mgmt 3 Approve Discharge of Board and Auditors For Mgmt 4 Appoint Auditors and Deputy Auditors, For Mgmt Detrmination of Their Remuneration 5 Approve Directors' Remuneration for 2005 For Mgmt and Preapprove Remuneration for 2006 6 Elect Directors in Replacement of Resigning For Mgmt Ones 7 Elect Directors For Mgmt 8 Amend Articles For Mgmt 9 Approval of Share or Profit Distribution to For Mgmt Employees and Approval of Stock Option Plan 10 Authorize Share Repurchase Program For Mgmt 11 Other Business For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/02/06 - SAluminium of Greece SA X00944136 None 1,585 1 Approval of Share or Profit Distribution to For Mgmt Employees and Approval of Stock Option Plan Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/10/06 - AALUMINUM CORPORATION OF CHINA LTD Y0094N109 04/10/06 158,000 1 Accept Report of the Directors For For Mgmt 2 Accept Report of the Supervisory Committee For For Mgmt 3 Accept Financial Statements and Statutory For For Mgmt Reports 4 Approve Final Dividend and Profit For For Mgmt Distribution Plan 5 Approve Remuneration of Directors and For For Mgmt Supervisors 6 Approve PricewaterhouseCoopers, Hong Kong For For Mgmt CPAs and PricewaterhouseCoopers Zhong Tian CPAs Ltd. Co. as International and PRC Auditors, Respectively, and Authorize Audit Committee to Fix Their Remuneration 7 Other Business (Voting) For Against Mgmt Although this item is routine and only those issues that could legally be discussed could be presented for consideration, its approval would create an opportunity for those who attend the meeting to approve changes that are not in the best interests of all shareholders. We recommend that shareholders oppose this item unless the company has provided detailed information about the issues that will be discussed. 8 Authorize Issuance of Short-Term Bonds with For For Mgmt a Principal Amount of Up to RMB 5.0 Billion 9 Approve Extension of Validity Period for For For Mgmt Implementation of Resolution in Relation to the A Share Issue Passed at the AGM Held on June 9, 2005 10 Amend Articles Re: Issue of A Shares For For Mgmt 11 Approve Issuance of Equity or Equity-Linked For Against Mgmt Securities without Preemptive Rights As the share issuance amount is subject to abuse by Hong Kong companies, in the absence of language restricting both discounts and the authority to refresh the share issuance amounts without prior shareholder approval, a vote against is recommended. 03/27/06 - AAMAGERBANKEN AS K03199104 None 262 1 Receive Report of Board None None Mgmt 2 Approve Financial Statements and Statutory For For Mgmt Reports; Approve Allocation of Income 3 Reelect Ole Clausen, John Staer, N. For For Mgmt Nielsen, Jens Christophersen, and Christian Holm as Members of Committee of Representatives; Elect Kent Madsen as New Member of Committee of Representatives 4 Approve Remuneration of Committee of For For Mgmt Representatives 5 Ratify Auditors For For Mgmt 6 Authorize Share Repurchase of Up to Ten For For Mgmt Percent of Current Outstanding Capital 05/25/06 - AAmlin Plc (FormerlyAngerstein G0334Q102 None 186,255 Underwriting Trust Plc) 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 6.2 Pence Per For For Mgmt Ordinary Share 4 Elect Richard Davey as Director For For Mgmt 5 Elect Sir Mark Wrightson as Director For For Mgmt 6 Re-elect Nigel Buchanan as Director For For Mgmt 7 Re-elect Brian Carpenter as Director For For Mgmt 8 Re-elect Richard Hextall as Director For For Mgmt 9 Re-elect Tony Holt as Director For For Mgmt 10 Re-elect Charles Philipps as Director For For Mgmt 11 Approve Amlin Share Incentive Plan 2006 For For Mgmt 12 Approve Amlin Long-Term Incentive Plan 2006 For For Mgmt 13 Approve Amlin Capital Builder Long-Term For For Mgmt Incentive Plan 2006 14 Reappoint Deloitte & Touche LLP as Auditors For For Mgmt and Authorise the Audit Committee to Determine Their Remuneration 15 Approve Increase in Authorised Capital from For For Mgmt GBP 140,500,000 to GBP 200,000,000 16 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 44,329,862 17 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 6,649,479 18 Authorise 53,195,835 Ordinary Shares for For For Mgmt Market Purchase 19 Amend Memorandum and Articles of For For Mgmt Association Re: Indemnification 20 Approve Increase in Remuneration of For For Mgmt Directors to GBP 500,000 21 Amend Articles of Association Re: For For Mgmt Directors' Retirement and Re-election 06/29/06 - AAndo Corp. *1816* J01470111 03/31/06 5,758 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 5, Special JY 0 2 Amend Articles to: Increase Authorized For For Mgmt Capital - Decrease Maximum Board Size - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law Ando Corp. seeks to increase its authorized share capital from 144 million to 250 million shares, an increase of 74 percent. The company currently has 85 million shares outstanding, or about 59 percent of the current authorization. After the proposed increase, the company will have 34 percent of its authorized capital outstanding. The company has not disclosed any concrete information about its plans for future share issuances, but because the increase proposed here meets our guidelines for increases in authorized capital, we do not oppose this resolution. 3 Elect Director For For Mgmt 4 Appoint Internal Statutory Auditor For For Mgmt He meets ISS criteria for independence. 5 Approve Retirement Bonus for Director and For Against Mgmt Special Payments to Continuing Directors and Statutory Auditors in Connection with Abolition of Retirement Bonus System One of the continuing auditors has been designated by the company as independent. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing the whole item. 6 Approve Adjustment to Aggregate For For Mgmt Compensation Ceilings for Directors and Statutory Auditors 03/29/06 - AANDRITZ AG A11123105 None 893 1 Receive Financial Statements and Statutory None Mgmt Reports 2 Approve Allocation of Income For Mgmt 3 Approve Discharge of Management Board For Mgmt 4 Approve Discharge of Supervisory Board For Mgmt 5 Approve Remuneration of Supervisory Board For Mgmt Members 6 Ratify Auditors For Mgmt 7 Elect Supervisory Board Members For Mgmt 8 Approve Stock Option Plan for Key Employees For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/20/06 - AAngang New Steel Company Y0132D105 05/19/06 262,000 1 Accept Report of the Board of Directors For For Mgmt 2 Accept Report of the Supervisory Committee For For Mgmt 3 Accept Financial Statements and Statutory For For Mgmt Reports 4 Approve Proposed Profit Distribution Plan For For Mgmt 5 Approve Remuneration of Directors and For For Mgmt Supervisors 6 Approve Auditors for 2006 and Authorize For For Mgmt Board to Fix Their Remuneration 7a Elect Liu Jie as Executive Director For For Mgmt 7b Elect Tang Fuping as Executive Director For For Mgmt 7c Elect Yang Hua as Executive Director For For Mgmt 7d Elect Wang Chunming as Executive Director For For Mgmt 7e Elect Huang Haodong as Executive Director For For Mgmt 7f Elect Lin Daqing as Executive Director For For Mgmt 7g Elect Fu Wei as Executive Director For For Mgmt 7h Elect Fu Jihui as Executive Director For For Mgmt 7i Elect Yu Wanyuan as Non-Executive Director For For Mgmt 7j Elect Wu Xichun as Independent For Against Mgmt Non-Executive Director Due to his affiliation with Angang Holding, this nominee cannot be expected to represent shareholders as an independent non-executive director. In view of this concern, a vote opposing the election of Wu Xichun is recommended. 7k Elect Wang Linsen as Independent For For Mgmt Non-Executive Director 7l Elect Liu Yongze as Independent For For Mgmt Non-Executive Director 7m Elect Francis Li Chak Yan as Independent For For Mgmt Non-Executive Director 7n Elect Wang Xiaobin as Independent For For Mgmt Non-Executive Director 8a Elect Qi Cong as Supervisor For For Mgmt 8b Elect Zhang Lifen as Supervisor For For Mgmt 8c Elect Shan Mingyi as Supervisor For For Mgmt 9 Change Company Name For For Mgmt 10 Amend Articles of Association For For Mgmt 11 Amend Rules of Procedure for the General For For Mgmt Meetings of the Shareholders 12 Amend Rules of Procedure for the Meetings For For Mgmt of the Board of Directors 13 Amend Rules of Procedure for the Meeetings For For Mgmt of the Supervisory Committee 04/25/06 - AAnglo American PLC (formerly Anglo G03764100 None 22,210 Ame. Corp. of S. Africa L 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of USD 0.95 Per For For Mgmt Ordinary Share 3 Elect Peter Woicke as Director For For Mgmt 4 Elect Mamphela Ramphele as Director For For Mgmt 5 Re-elect David Challen as Director For For Mgmt 6 Re-elect Fred Phaswana as Director For For Mgmt 7 Re-elect Sir Mark Moody-Stuart as Director For For Mgmt 8 Reappoint Deloitte & Touche LLP as Auditors For For Mgmt of the Company 9 Authorize Board to Fix Remuneration of For For Mgmt Auditors 10 Approve Remuneration Report For For Mgmt 11 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 248,750,000 12 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 37,250,000 13 Authorise 149,000,000 Ordinary Shares for For For Mgmt Market Purchase 14 Amend Articles of Association Re: Board For For Mgmt Composition 01/27/06 - AAnglo Irish Bank Corporation Plc G03815118 01/25/06 66,332 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Dividends For For Mgmt 3a Reelect F. Drury as Director For For Mgmt 3b Reelect S. FitzPatrick as Director For For Mgmt 3c Reelect M. Jacob as Director For For Mgmt 4 Authorize Board to Fix Remuneration of For For Mgmt Auditors 5 Approve Remuneration of Non-executive For For Mgmt Directors 6 Authorize Share Repurchase Program and For For Mgmt Reissuance of Repurchased Shares 7 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities with Preemptive Rights The authority requested represents 12.1 percent of the issued share capital with preemptive rights. This falls within our guideline of 100 percent. 8 Approve Issuance of Equity or Equity-Linked For For Mgmt Securities without Preemptive Rights The authority requested represents 5 percent of the issued share capital without preemptive rights. This falls within our guideline of 20 percent. 06/14/06 - AAntofagasta Plc. (frm. Antofagasta G0398N128 None 8,165 Holdings) 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of USD 0.94 Per For For Mgmt Ordinary Share 4 Re-elect Ramon Jara as Director For For Mgmt 5 Re-elect Charles Bailey as Director For Against Mgmt 6 Re-elect Gonzalo Menendez as Director For Against Mgmt 7 Re-elect Philip Adeane as Director For For Mgmt 8 Reappoint Deloitte & Touche LLP as Auditors For For Mgmt and Authorise the Board to Determine Their Remuneration 9 Increase in Auth. Cap. to GBP 67M; Auth. For For Mgmt Directors to Capitalise GBP 39,434,267.80 in Paying Up New Ord. Shares of 5p Each; Issue of Equity with Pre-Emp. Rights up to GBP 39,434,267.80; Amend Rights Attached to the 5% Cumulative Preference Shares of GBP 1 10 Adopt New Articles of Association For For Mgmt 11 Authorise 98,581,669 Ordinary Shares for For For Mgmt Market Purchase 06/14/06 - SAntofagasta Plc. (frm. Antofagasta G0398N128 None 8,165 Holdings) Class Meeting of Ordinary Shareholders 1 Sanctions and Consents to the Passing and For For Mgmt Implementation of Resolution 10 Set Out in the Notice Dated 28 April 2006 Convening the Company's Annual General Meeting on 14 June 2006 and Any Variation of the Rights Attached to the Ordinary Shares 06/28/06 - AAOC HOLDINGS INC. *5017* J0155M104 03/31/06 5,863 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 15, Special JY 0 The payout ratio is 3 percent based on consolidated earnings, or 95 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. The income allocation does not include bonuses to directors or statutory auditors. 2 Amend Articles to: Increase Maximum Board For For Mgmt Size - Limit Directors' Legal Liability - Authorize Public Announcements in Electronic Format - Update Terminology to Match that of New Corporate Law - Limit Liability of Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. The company is increasing the maximum number of directors on the board from 10 to 15, in order to strengthen the management structure. The company seeks the authority to impose limits on the legal liability of directors and internal auditors in the event of a shareholder lawsuit. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidate 1 has been designated as an outside director. ISS considers him to be an affiliated outsider, as he is the chairman of one of the largest shareholder with a 6.86 stake in the company. After this meeting, there will be five non-executive directors on the board. 3.2 Elect Director --- For Candidate 2 has been designated as an outside director. ISS considers him to be an affiliated outsider, as he is the president of one of the largest shareholder with a 6.73 stake in the company. 4.1 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, one of the nominees (candidate 1) for independent auditor -- the current chairman of one of the company's largest shareholders with a 3.67 percent stake in the company -- cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 4.2 Appoint Internal Statutory Auditor For For Mgmt The nominee for independent auditor passes our test for independence. He is a senior advisor to Oshima Shipbuilding Co. 4.3 Appoint Internal Statutory Auditor For For Mgmt The nominee for independent auditor passes our test for independence. He is a senior advisor to Nippon Amazon Aluminum Co. 5 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors Ceiling is to be raised from JY 20 million per month to JY 30 million per month, because the number of directors is increasing from 9 to 11 and because annual bonuses are now part of the ceiling. The new ceiling is not inordinately high, and the company has been profitable. We see no reason to oppose this resolution. 06/29/06 - SApamanshop Network Co., Ltd. (formerly J0172U105 05/01/06 134 apamanshop co.) *8889* 1 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Reduce Directors Term in Office - Limit Liability of Directors and Statutory Auditors - Increase Number of Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes as follows. First, the company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. Second, the company seeks the authority to impose limits on the legal liability of directors and internal auditors, and of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. However, the company also seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote and to prohibit the submission of shareholder proposals related to these subjects. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 2 Approve Adoption of Holding Company For For Mgmt Structure and Spin-off of Real Estate Information Network Business to Wholly-Owned Subsidiary As the assets in question are being transferred to a wholly-owned subsidiary which will specialize in real estate information network business, Apamanshop Network shareholders will retain ultimate ownership of these assets. We have no reason to oppose this resolution. 3 Approve Adoption of Holding Company For For Mgmt Structure and Spin-off of Asset Management Business to Wholly-Owned Subsidiary As the assets in question are being transferred to a wholly-owned subsidiary which will specialize in asset management business, Apamanshop Network shareholders will retain ultimate ownership of these assets. We have no reason to oppose this resolution. 4 Approve Adoption of Holding Company For For Mgmt Structure and Spin-off of Property Management Business to Wholly-Owned Subsidiary As the assets in question are being transferred to a wholly-owned subsidiary which will specialize in property management business, Apamanshop Network shareholders will retain ultimate ownership of these assets. We have no reason to oppose this resolution. 5 Appoint Internal Statutory Auditor For For Mgmt The nominee for independent auditor, an accountant, passes our test for independence 6 Amend Articles to: Expand Business Lines - For For Mgmt Change Company Name The proposed change is to reflect planned spin-off and transformation into a holding company structure (see items 2-4). We have no reason to oppose this resolution. 06/08/06 - AAPL (ADVANCED PRODUCTION AND LOADING R0028M100 None 511 AS) 1 Open Meeting; Registration of Shareholders None None Mgmt 2 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 3 Approve Notice of Meeting and Agenda For For Mgmt 4 Receive Financial Statements and Statutory For For Mgmt Reports; Approve Allocation of Income 5 Approve Remuneration of Directors For For Mgmt 6 Approve Remuneration of Auditors For For Mgmt 7 Approve 2:1 Stock Split For For Mgmt This is the proposal of the board to split all outstanding shares on a two-to-one (two new shares for every one currently held) basis. The nominal value of the shares would therefore change from NOK 0.50 ($0.074) to NOK 0.25 ($0.037). We support stock splits for various reasons. First, there is no change in shareholder value: the value of their stake in the company stays the same. Second, the share price is lowered, which has the potential to improve liquidity. As the improved liquidity has the potential of expanding the capital base, we recommend a vote in favor of this proposal. 8 Authorize Repurchase of Up to Ten Percent For For Mgmt of Issued Share Capital Some shareholders object to corporations repurchasing shares. They prefer to see extra cash invested in new businesses or paid out as dividends. We believe that when timed correctly, corporate stock repurchases are a legitimate use of corporate funds and can add to long-term shareholder returns. For this reason, we recommend a vote in favor of the board's proposal. 9 Approve Creation of NOK 2.2 Million Pool of For For Mgmt Capital without Preemptive Rights This is a general capital request; that is, the company is seeking the authority to issue shares for no specific purpose. Our guidelines allow for general capital increases without preemptive rights to a maximum of 20 percent of the existing outstanding share capital; this amount is generally more than adequate for unforeseen contingencies. Since the potential dilution amounts to 20 percent, we recommend a vote in favor of this proposal. 10 Increase Size of Board From Six to Seven For For Mgmt Members; Elect Synne Syrrist as New Director 11 Close Meeting None None Mgmt 04/27/06 - AAPRIL GROUP F0346N106 None 592 Ordinary Business 1 Approve Financial Statements and Discharge For Mgmt Management Board and Supervisory Board Members 2 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 3 Approve Allocation of Income and Dividends For Mgmt of EUR 0.33 per Share 4 Confirm Dividend Distributions for Past For Mgmt Three Fiscal Years 5 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 6 Approve Remuneration of Supervisory Board For Mgmt Members in the Aggregate Amount of EUR 75,000 7 Authorize Repurchase of Up to Five Percent For Mgmt of Issued Share Capital 8 Elect Gilles Pardi as Supervisory Board For Mgmt Member 9 Appoint Deloitte and Associes as Auditors For Mgmt and Cabinet BEAS as Deputy Auditors 10 Authorize Filling of Required For Mgmt Documents/Other Formalities Special Business 11 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares 12 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 10 Million 13 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 10 Million 14 Authorize Board to Increase Capital in the For Mgmt Event of Demand Exceeding Amounts Submitted to Shareholder Vote Above 15 Authorize Capital Increase of up to 10 For Mgmt Percent of Issued Capital for Future Acquisitions 16 Approve Stock Option Plans Grants For Mgmt 17 Authorize up to 5 Percent of Issued Capital For Mgmt for Use in Restricted Stock Plan 18 Approve Employee Savings-Related Share For Mgmt Purchase Plan 19 Amend Articles of Association to Reflect For Mgmt Legal Changes Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 11/22/05 - AARC Energy Limited(formerly ARC Energy Q0493K101 11/20/05 17,179 NL) *ARQ* 1 Receive Financial Statements and Statutory None None Mgmt Reports This is a non-voting item. 2 Adopt Remuneration Report For For Mgmt This proposal concerns the company's submission of its Remuneration Report. Recent amendments to the Corporations Act which took effect on July 1, 2004, introduced a new requirement for companies to include in the Director's Report a separate section, referred to as the Remuneration Report. The Remuneration Report is required to include discussion on a number of issues relating to remuneration policy and its relationship to the company's performance. In accordance with the Corporations Act, the chairman will allow time for shareholders to raise questions to the auditor and a resolution will be put to shareholders to adopt the Remuneration Report. Positive features of ARC Energy's remuneration policies are: 1) Modest termination package for the CEO 2) Non-executive directors no longer receive options. The only negative feature is that disclosure of the terms of the company's short term bonus scheme is incomplete. As a result of balancing the positive and negative factors in the company's remuneration policies, we recommend that shareholders support this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Michael Harding as Director --- For This nominee is an independent director. 3.2 Elect Emma Stein as Director --- For This nominee is an independent director. 3.3 Elect David Griffiths as Director --- For This nominee is an independent director. 4 Approve Share Purchase Plan For For Mgmt This resolution seeks shareholder approval for a new Share Purchase Plan, which will allow the company's non-executive directors to receive some of their fees in the form of shares rather than cash. Some of the key terms of the Plan are: - The Plan may be used to provide shares to executives, employees and non-executive directors. - In relation to executives, any amount acquired will be in the form of a salary sacrifice from their total remuneration package, as is determined by the Remuneration Committee. - All non-executive directors are required to participate in the Plan. - Non-executive directors are required to receive at least 25 percent of their total fee in shares. - Shares are purchased on-market. - Where shares are newly issued, the issue price per share is prevailing market price. - A director is restricted from transferring shares acquired under the Plan until a vesting period or any other condition, which is set at the discretion of the board, is satisfied. The proposed Plan is consistent with the IFSA Guidelines - which recommend that 'The board should establish a? a policy to encourage non-executive directors to invest their own capital in the company or to acquire shares from an allocation of a portion of their fees.' The explanatory notes to the notice of meeting state: 'With respect to the Non-executive Directors, the SPP will replace the previously approved ARC Energy Limited Employee Share Option Plan ('ESOP'). At the 2004 Annual General Meeting of the Company, the Board of Directors agreed that it would reconsider the appropriateness of issuing share options to Non-executive Directors pursuant to the ESOP. The Board has determined that in accordance with Australian Stock Exchange Corporate Governance Council's best practice recommendations, it should discontinue the practice of issuing share options to Non-executive Directors and introduce an SPP that allows Nonexecutive Directors to participate in a compliant equity scheme.' Given the positive aspects of the plan, we recommend that shareholders approve this item. 5 Approve Long Term Incentive Plan For For Mgmt This resolution seeks shareholder approval for the Long Term Incentive Plan. The primary purpose of the vote on this resolution is to satisfy Recommendation 9.4 of the ASX Corporate Governance Council: 'Ensure that payment of equity-based executive remuneration is made in accordance with thresholds set in plans approved by shareholders.' Options granted under the plan are zero exercise price options (ZEPOs). The LTIP rules will allow flexibility to define different exercise periods for each annual grant, but will in any event be not less than three years. The explanatory notes say the board will have absolute discretion in determining performance hurdles, but indicate that these may include performance hurdles such as total shareholder return measured against a basket of Australian listed public companies that are considered representative of the Company's peer group. The recommended vote in relation to this resolution is FOR This recommendation has been made despite the explanatory notes not specifying all of the terms on which performance rights will be granted in the future (such as vesting period and performance hurdles). It is standard practice for companies to adopt LTI plans which provide the board (or the remuneration committee) with considerable discretion to determine the appropriate performance hurdles at the time of making grants of rights. This allows for developments in market practice and standards to be taken into account. In addition, the ASX Listing Rules require shareholder approval to be obtained, separately, if any grants of equity are made to directors, regardless of whether the plan has previously been put to shareholders for approval. Therefore, separate shareholder approval will still need to be obtained in the future if grants to the CEO are going to be made under this plan. Full terms of performance hurdles, and other material terms, will need to be disclosed at that time.
013f06/27/06 - A Charter Plc G2067Y104 None 112,987 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Re-elect David Gawler as Director For For Mgmt 3 Re-elect Robert Careless as Director For For Mgmt 4 Re-elect James Bruce as Director For For Mgmt 5 Re-elect John Neill as Director For For Mgmt 6 Reappoint PricewaterhouseCoopers LLP as For For Mgmt Auditors of the Company 7 Authorise Board to Fix Remuneration of For For Mgmt Auditors 8 Approve Remuneration Report For For Mgmt 9 Approve Increase in Authorised Capital from For For Mgmt GBP 4,300,000 to GBP 4,600,000 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 1,102,776 11 Authorise Issue of Equity or Equity-Linked For For Mgmt Securites without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 165,416 12 Authorise 16,000,000 Ordinary Shares for For For Mgmt Market Purchase 05/25/06 - A Chaucer Holdings Plc G2071N102 None 20,355 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of 2.05 Pence Per For For Mgmt Ordinary Share 3 Approve Remuneration Report For For Mgmt 4 Re-elect Ewen Gilmour as Director For For Mgmt 5 Re-elect Richard Scholes as Director For For Mgmt 6 Re-elect Mark Graham as Director For For Mgmt 7 Reappoint Ernst & Young LLP as Auditors and For For Mgmt Authorise the Board to Determine Their Remuneration 8 Approve Chaucer Deferred Share Bonus Plan For For Mgmt 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 24,832,682 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 3,724,902.25 11 Authorise 29,799,218 Ordinary Shares for For For Mgmt Market Purchase 12 Adopt New Articles of Association For For Mgmt 13 Amend Articles of Association Re: For For Mgmt Indemnification 14 Approve Increase in Remuneration of For For Mgmt Non-Executive Directors to GBP 100,000 15 Amend Articles of Association Re: Unclaimed For For Mgmt Dividends and Untraced Shareholders 16 Amend Memorandum of Association For For Mgmt 09/27/05 - A Check Point Software Technologies Inc M22465104 08/19/05 9,477 *CHKP* Meeting for Holders of ADRs 1 ELECTION OF DIRECTORS (OTHER THAN OUTSIDE For For Mgmt DIRECTORS): GIL SHWED, MARIUS NACHT, JERRY UNGERMAN, DAVID RUBNER, TAL SHAVIT. 2 TO RATIFY THE APPOINTMENT AND COMPENSATION For For Mgmt OF CHECK POINT S INDEPENDENT PUBLIC ACCOUNTANTS. 3 TO RATIFY AND APPROVE CHECK POINT S NEW For Against Mgmt EQUITY INCENTIVE PLANS. 4 TO RATIFY AND APPROVE AN EXTENSION OF CHECK For For Mgmt POINT S 1996 EMPLOYEE STOCK PURCHASE PLAN. 5 TO AMEND CHECK POINT S ARTICLES OF For For Mgmt ASSOCIATION REGARDING INSURANCE, INDEMNIFICATION AND EXCULPATION. 6 TO APPROVE CORRESPONDING AMENDMENTS TO THE For For Mgmt INDEMNIFICATION AGREEMENTS WITH EACH OF CHECK POINT S DIRECTORS. 7 TO AMEND CHECK POINT S ARTICLES OF For For Mgmt ASSOCIATION REGARDING DISTRIBUTION OF ANNUAL FINANCIAL STATEMENTS. 8 TO APPROVE COMPENSATION TO CERTAIN For Against Mgmt EXECUTIVE OFFICERS WHO ARE ALSO BOARD MEMBERS. 9 TO APPROVE CASH COMPENSATION OF CHECK POINT For For Mgmt S DIRECTORS WHO ARE NOT EMPLOYEES. 10 I HAVE A PERSONAL INTEREST IN ITEM 5 PLEASE None Against Mgmt MARK FOR IF YOU HAVE A PERSONAL INTEREST Please vote against this item if you do not have a personal interest. 11 I HAVE A PERSONAL INTEREST IN ITEM 6 PLEASE None Against Mgmt MARK FOR IF YOU HAVE A PERSONAL INTEREST Please vote against this item if you do not have a personal interest. 12 I HAVE A PERSONAL INTEREST IN ITEM 8 PLEASE None Against Mgmt MARK FOR IF YOU HAVE A PERSONAL INTEREST Please vote against this item if you do not have a personal interest. 03/23/06 - A Chemring Group plc G20860105 None 3,315 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 7.30 Pence Per For For Mgmt Ordinary Share 4 Elect David Price as Director For For Mgmt 5 Re-elect Paul Rayner as Director For For Mgmt 6 Re-elect David Evans as Director For For Mgmt 7 Reappoint Deloitte & Touche LLP as Auditors For For Mgmt and Authorise the Board to Determine Their Remuneration 8 Approve Increase in Authorised Capital from For For Mgmt GBP 1,712,500 to GBP 2,212,500 9 Approve Chemring Group Performance Share For For Mgmt Plan 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 486,292; or in the Event that Resolution 8 is Not Passed, up to GBP 191,121 11 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 72,943 12/13/05 - S Cheung Kong Infrastructure Holdings G2098R102 12/07/05 37,801 Ltd 1 Approve Disposal by the Company of its 49 For For Mgmt Percent Attributable Interests in Each of ETSA Utilities (ETSA) and CKI/HEI Electricity Distribution Hldgs. (Australia) Pty Ltd. (CHEDHA) to Spark Infrastructure Fund 2 Approve Acquisition by the Company of a For For Mgmt 22.07 Percent Attributable Interest in Each of ETSA and CHEDHA from Hongkong Electric Hldgs. Ltd. 05/18/06 - A China Mobile (Hong Kong) Limited Y14965100 05/15/06 416,314 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of HK$ 0.57 Per Share For For Mgmt 3a Reelect Lu Xiangdong as Director For For Mgmt 3b Reelect Xue Taohai as Director For For Mgmt 3c Reelect Sha Yuejia as Director For For Mgmt 3d Reelect Liu Aili as Director For For Mgmt 3e Reelect Xin Fanfei as Director For For Mgmt 3f Reelect Xu Long as Director For For Mgmt 3g Reelect Lo Ka Shui as Director For For Mgmt 3h Reelect Moses Cheng Mo Chi as Director For For Mgmt 4 Reappoint KPMG as Auditors and Authorize For For Mgmt Board to Fix Their Remuneration 5 Authorize Repurchase of Up to 10 Percent of For For Mgmt Issued Share Capital 6 Approve Issuance of Equity or Equity-Linked For Against Mgmt Securities without Preemptive Rights As the share issuance amount is subject to abuse by Hong Kong companies, in the absence of language restricting both discounts and the authority to refresh the share issuance amounts without prior shareholder approval, a vote against is recommended. 7 Authorize Reissuance of Repurchased Shares For For Mgmt 8 Change Company Name from China Mobile (Hong For For Mgmt Kong) Limited to China Mobile Limited 10/25/05 - S CHINA NETCOM GROUP CORP HONGKONG LTD Y1505N100 None 176,402 1 Approve Acquisition by the Company of the For For Mgmt Entire Issued Share Capital of China Netcom Group New Horizon Communications Corp. (BVI) Ltd. at a Consideration of RMB 12.8 Billion 2 Approve Continuing Connected Transactions For For Mgmt Contemplated Under the Engineering and Information Technology Services Agreement and Materials Procurement Agreement; and the Relevant Annual Caps 3 Approve Continuing Connected Transactions For For Mgmt Contemplated Under the Domestic Interconnection Settlement Agreement and the International Long Distance Voice Services Settlement Agreement 05/16/06 - A CHINA NETCOM GROUP CORP HONGKONG LTD Y1505N100 05/10/06 176,402 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of HK$0.466 Per Share For For Mgmt 3a Reelect Jose Maria Alvarez-Pallete as a For For Mgmt Director 3b Reelect Zhang Xiaotie as a Director For For Mgmt 3c Reelect Miao Jianhua as a Director For For Mgmt 3d Reelect John Lawson Thornton as a Director For For Mgmt 3e Reelect Victor Cha Mou Zing as a Director For For Mgmt 4 Reappoint PricewaterhouseCoopers as For For Mgmt Auditors and Authorize Board to Fix Their Remuneration 5 Authorize Repurchase of Up to 10 Percent of For For Mgmt Issued Share Capital 6 Approve Issuance of Equity or Equity-Linked For Against Mgmt Securities without Preemptive Rights As the share issuance amount is subject to abuse by Hong Kong companies, in the absence of language restricting both discounts and the authority to refresh the share issuance amounts without prior shareholder approval, a vote against is recommended. 7 Authorize Reissuance of Repurchased Shares For For Mgmt 05/16/06 - S CHINA NETCOM GROUP CORP HONGKONG LTD Y1505N100 None 176,402 1 Amend Rules of the Share Option Scheme For Against Mgmt We note that no details were provided by the company with respect to these proposals. As such, we are unable to ascertain whether approval of these items would have any negative impact on shareholder rights or value. A vote against these resolutions is recommended. 2 Amend Terms of Options Granted Under the For Against Mgmt Share Option Scheme See Item 2. 05/24/06 - A China Petroleum & Chemical Corp. Y15010104 04/24/06 535,566 1 Accept the Report of the Board of Directors For For Mgmt 2 Accept the Report of the Supervisory For For Mgmt Committee 3 Accept Financial Statements and Statutory For For Mgmt Reports 4 Approve Profit Appropriation and Final For For Mgmt Dividend 5 Approve PRC and International Auditors and For For Mgmt Authorize Board to Fix Their Remuneration 6a Elect Chen Tonghai as Director For For Mgmt 6b Elect Zhou Yuan as Director For For Mgmt 6c Elect Wang Tianpu as Director For For Mgmt 6d Elect Zhang Jianhua as Director For For Mgmt 6e Elect Wang Zhigang as Director For For Mgmt 6f Elect Dai Houliang as Director For For Mgmt 6g Elect Fan Yifei as Director For For Mgmt 6h Elect Yao Zhongmin as Director For For Mgmt 6i Elect Shi Wanpeng as Independent For For Mgmt Non-Executive Director 6j Elect Liu Zhongli as Independent For For Mgmt Non-Executive Director 6k Elect Li Deshui as Independent For For Mgmt Non-Executive Director 7a Elect Wang Zuoran as Supervisor For For Mgmt 7b Elect Zhang Youcai as Supervisor For For Mgmt 7c Elect Kang Xianzhang as Supervisor For For Mgmt 7d Elect Zou Huiping as Supervisor For For Mgmt 7e Elect Li Yonggui as Supervisor For For Mgmt 8 Approve the Service Contracts Between For For Mgmt Sinopec Corp. and Directors and Supervisors 9 Approve Connected Transactions and Annual For Against Mgmt Caps We note that the proposed connected transactions are bundled into one voting item. When reviewing bundled requests, the presence of one strongly negative aspect may warrant a recommendation opposing the whole resolution. In this company's case, while the connected transactions will be entered into in the ordinary and usual course of business of the Group and on terms that are no less favorable to the Group than those offered to or by independent third parties, we note that deposits to be made to Sinopec Group financial institutions may increase the company's risks, as these will not have the protection of any security interest or guaranty from Sinopec Group Co. In addition to engaging in finance and investment activities such as investments and equity securities, debt securities and real estate, borrowings and guarantees, Sinopec Group financial institutions may engage in intra-group lending. Being part of the entire Sinopec Group and considering that deposits to such financial institutions will not have the protection of any security interest or guaranty from Sinopec Group Co., default in the payment of loans awarded by Sinopec Group financial institutions to other members of the Sinopec Group may expose the Group's deposited funds to further unnecessary risk. Also, exposure to such risk may negatively affect the company's credit rating. A lower credit rating would adversely impact the company's financing operations, as it would affect its ability to acquire loans from other financial institutions at lower cost and limit the number of options available in securing funds. Given the potential risks associated with depositing funds under a connected transaction included in this resolution, we recommend that shareholders vote against this item. 10 Authorize Issue of Commercial Paper with a For Against Mgmt Maximum Amount Not Exceeding 10 Percent of the Latest Audited Amount of the Net Assets The grant of an unconditional mandate to directors to solely determine the terms and conditions regarding the issuance of commercial papers makes it impossible for shareholders to evaluate whether such terms will be disadvantageous to the company and, ultimately, its shareholders. Given the immense discretion given to directors to determine the terms of such commercial papers, which might open up the possibility for abuse, shareholders are advised to vote against this item. 11 Amend Articles of Association For For Mgmt 12/19/05 - S China Resources Land Ltd. (frmrly. G2108Y105 12/15/05 184,233 China Resources Beijing L 1 Approve Sale and Purchase Agreement Between For For Mgmt Gain Ahead Group Ltd. as Vendor, China Resources (Hldgs.) Co. Ltd. as Guarantor, and the Company as Purchaser; Issue or Transfer of Consideration Shares to the Vendor; and All Related Transactions 06/09/06 - A Chinatrust Financial Holdings Company Y15093100 04/10/06 106,000 Ltd. 1 Accept 2005 Financial Statements For For Mgmt 2 Approve Allocation of Income and Dividends For For Mgmt 3 Amend Rules and Procedures Regarding For For Mgmt Shareholder Meeting 4 Amend Procedures Regarding the Acquisition For For Mgmt or Disposal of Assets 5 Approve Capitalization of 2005 Dividends For For Mgmt and Employee Profit Sharing 6 Amend Articles of Association For For Mgmt 7 Other Business None None Mgmt 06/14/06 - A CHIPBOND TECHNOLOGY CORP Y15657102 04/15/06 76,000 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Allocation of Income and Dividends For For Mgmt The board is proposing a cash dividend of NTD 1.6287 ($0.05) per share and a stock dividend of 11.1049 shares for every 1,000 shares held, or NTD 0.11 ($0.003) each. This gives the company a payout ratio of 35.7 percent. We use a minimum of 30 percent and a maximum of 100 percent as benchmarks to trigger further analysis. ISS has no objections to this resolution. 3 Approve Capitalization of 2005 Dividends, For For Mgmt Reserves for Bonus Issue, and Employee Profit Sharing Approval of this item will allow the company to capitalize approximately NTD 90 million ($2.73 million) from the company's reserves in order to effect a bonus issue of 33.3149 bonus shares for every 1,000 shares held. Also included in this item is the proposal to increase Chipbond's capital through the capitalization of shareholders' dividends amounting to NTD 30 million ($910,470), and employee profit sharing totaling NTD 47.65 million ($1.45 million), taken from Chipbond's 2005 earnings. ISS considers bonus issuance as a direct medium in which shareholders are rewarded by the company. Moreover, the proposed bonus issuance would not dilute shareholdings as the shares are given out in direct proportion to existing shareholdings. Likewise, Taiwanese companies routinely capitalize dividends and distribute new fully paid shares to shareholders free of charge; there is no cost to shareholders to maintain their stakes and no risk of dilution. This procedure transfers wealth to shareholders and does not significantly impact share value. The only impact on shareholders is that by increasing the number of shares on issue, the company could increase liquidity, enhance marketability, and ultimately expand its shareholder base. Meanwhile, Taiwanese companies usually state in their articles of association to allocate not more than 10 percent of the company's net profit as employee profit sharing to compensate and motivate employees of the company. ISS recommends that shareholders approve this request. 4 Amend Articles of Association For For Mgmt The proposal seeks shareholder approval to increase its registered capital to NTD 4 billion ($121.4 million) from NTD 2.97 billion ($90.14 million). This is to accommodate the distribution of the 2005 stock dividends and the bonus issue of shares as well as for future share issuances. Changes in the registered capital will be reflected in the company's Articles of Association. Increases in registered capital are requested both for general financing flexibility and to provide for a specific purpose. Companies need an adequate buffer of unissued capital in order to take advantage of opportunities during the year; thus, they often request this for no specific purpose other than to retain this flexibility. ISS believes that approving such requests is reasonable. 5 Amend Operating Procedures for Endorsement For For Mgmt and Guarantee In this item, the board is proposing to amend the company's endorsement and guarantee operating guidelines (Operating Guidelines). The amendments will be based on the company's business needs and in accordance with the latest revisions to the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies issued by the Financial Supervisory Commission, Executive Yuan (FSC) and promulgated on Dec. 29, 2005. Latest revisions made by FSC include: 1. Determination of eligible participants in which a publicly-listed company (PC) may provide loans. These are companies who have transactional relationships with PC; companies in which PC directly or indirectly owns more than 50 percent of their voting rights, and; those who directly or indirectly own more than 50 percent of PC's voting rights; 2. To change the governing body to FSC instead of the Securities & Futures Commission, Ministry of Finance, Taiwan. Given that this will allow Chipbond to comply with the prevailing Taiwan laws and meet its business needs, ISS recommends a vote in favor of this resolution. Elect Directors by Cumulative Voting 6 Elect Directors For For Mgmt 6.1 Elect Lee Chong-Hsin as Director with Shareholder No. 8 --- For Items 6.1 to 6.9 seek to elect the company's directors and supervisors by cumulative voting. Out of the seven director and two supervisor nominees, one represents United Microelectronics Corp. while Sen Chin-Fon represents FoxConn Technology Co. Ltd. Meanwhile, four of the nominees hold posts in Chipbond, namely: Lee Chong-Hsin, the chairman of the board; Wu Fei-Jain, the general manager; Cheng Ming-Shan, the finance head, and; Gou Huoo-Wen, the vice president of Chipbond's manufacturing department. None of the nominees were classified by Chipbond to be independent. Taiwanese companies do not routinely disclose the number or names of nominees to their boards. While we prefer more disclosure concerning the election of directors, the absence of comprehensive disclosure is common practice for most Taiwanese companies. In the absence of any significant concerns regarding the proposed nominees, ISS recommends shareholders to distribute their cumulative votes equally to all director nominees, as well as all supervisor nominees. 6.2 Elect Wu Fei-Jain as Director with Shareholder No. 9 --- For Refer to item 6.1. 6.3 Elect Cheng Ming-Shan as Director with Shareholder No. 15 --- For Refer to item 6.1. 6.4 Elect Gou Huoo-Wen as Director with Shareholder No. 94 --- For Refer to item 6.1. 6.5 Elect Lee Jong-Sen as Director with Shareholder No. 11 --- For Refer to item 6.1. 6.6 Elect a Representative of United Microelectronics Corp. as Director with Shareholder No. 19378 --- For Refer to item 6.1. 6.7 Elect Sen Chin-Fon, a Representative of FoxConn Technology Co. Ltd., as Director with ID No. H101242626 --- For Refer to item 6.1. Elect Supervisors by Cumulative Voting 6 Elect Directors For For Mgmt 6.8 Elect Shih Chong-Cheng as Supervisor with Shareholder No. 73 --- For Refer to item 6.1. 6.9 Elect Lee Jong-Fa as Supervisor with Shareholder No. 13 --- For Refer to item 6.1. 7 Approve Release of Restrictions of For For Mgmt Competitive Activities of Directors This request will allow the directors of the company to serve on the boards of other companies. This is an item that is routinely proposed at Taiwanese AGMs. We recommend that shareholders support this request. 8 Other Business None None Mgmt This is a non-voting item. 03/17/06 - A Chong Kun Dang Pharmaceutical Corp. Y1582M108 12/31/05 370 1 Approve Appropriation of Income and For For Mgmt Dividend of KRW 100 Per Share Proposed dividend is KRW 100, which corresponds to a payout ratio of 4 percent, down from 22 percent the previous year. The payout ratio is extremely low even by Korean standards. The company cut its dividend from KRW 300 the previous year while its net income increased by 60 percent year over year. We call on the company to improve its payout ratio. However, we do not oppose this income allocation and dividend proposal at this time. 2 Amend Articles of Incorporation to Set New For For Mgmt Share Issuance Situations and to Require Auditor Nominating Committee The first amendment would set the cases when the board, in accordance with the Korea Securities and Exchange Acts, can issue the company's new shares. The next amendment would allow the company to create an independent non-executive director nominating committee. We have no reason to oppose this resolution. 3 Elect Directors For For Mgmt The three executive director nominees are Lee Jang-Hwan, the chairman and the representative director of the company; Kim Jung-Woo, the representative director and the president of the company; and Ki Young-Duk, a director of the company. Lee holds 2140970 common shares of the company while Kim holds 1495 common shares of the company. Ki has not engaged in any disclosable transaction with the company within the last three years. The number of directors remains unchanged at five, of whom two are independent non-executive directors. 4 Appoint Auditor For For Mgmt The nominee is Park Jung-Su, an incumbent auditor of the company. Park has not engaged in any disclosable transaction with the company within the last three years. 5 Approve Limit on Remuneration of Directors For For Mgmt Proposed limit for 2006 is KRW 2 billion, up from KRW 1.5 billion in 2005. Although last year's actual payout was not disclosed, a total of KRW 50.5 million was paid for two independent non-executive directors. The level of directors' fees is usually not problematic among Korean companies. We see no reason to oppose this resolution. 6 Approve Limit on Remuneration of Auditor For For Mgmt The ceiling for one auditor for 2006 will be unchanged at KRW 200 million. Last year's actual payout was not disclosed. 12/13/05 - A Christian Hansen Holding A/S K41663160 12/07/05 393 1 Receive Report of Board None None Mgmt 2 Accept Financial Statements and Statutory For For Mgmt Reports; Approve Discharge of Directors 3 Approve Allocation of Income and Dividends For For Mgmt of DKK 5 Per Share 4 Approve Merger Agreement between Chr. For For Mgmt Hansen Holding A/S and ALK-Abello A/S 5 Elect Directors for Chr. Hansen Holding A/S For Against Mgmt in Case the Merger (Resolution 4) is Not Approved We strongly believe that publicly listed companies should disclose details on proposals well in advance of the meeting in the event that this resolution is up for approval. Without such disclosure, shareholders cannot make informed decisions on: (1) whether agenda items are routine or nonroutine, and therefore whether they should incur expenses in order to attend the meeting or arrange to be represented at the meeting, and/or (2) providing voting instructions to a custodian bank in advance of the meeting. Most large Danish companies disclose at least the names of any nominees to the board in the meeting notice. When this information is not available well in advance of the meeting, investors are not left with sufficient time to evaluate the candidates and, in the case of shareholders who will not be present at the meeting themselves, submit voting instructions via a custodian bank. We recommend that shareholders contact Christian Hansen's investor relations department directly and express their desire to receive details of proposals well in advance of the meeting. Due to a lack of information regarding the proposed board members, we recommend a vote against this item. 6 Ratifying Auditors in Case the Merger For For Mgmt (Resolution 4) is Not Approved 7 Authorize Board or Chairman of Meeting to For For Mgmt Make Editorial Changes to Adopted Resolutions in Connection with Registration 8 Other Business (Non-Voting) None None Mgmt 05/23/06 - A CLS Holdings Plc G2212D104 None 952 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Re-elect Steven Board as Director For For Mgmt 4 Re-elect James Dean as Director For For Mgmt 5 Re-elect Keith Harris as Director For For Mgmt 6 Re-elect Thomas Lundqvist as Director For Against Mgmt are recommending a vote against the election of this director, a non-independent NED, as he sits on the Audit Committee, thus contravening the Combined Code's recommendation that it should comprise only independent NEDs. 7 Re-elect Bengt Mortstedt as Director For Against Mgmt We recommend shareholders to vote against Bengt Mortstedt's re-election as he is a non-independent NED and the Board does not comprise at least half independent NEDs, as recommended in the Combined Code. 8 Reappoint PricewaterhouseCoopers LLP as For For Mgmt Auditors of the Company 9 Authorise Board to Fix Remuneration of For For Mgmt Auditors 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 6,659,122 11 Approve Transaction with a Related Party For For Mgmt Re: Purchase of Shares From Directors or Persons Connected with Them Pursuant to the Tender Offer 12 Approve Scrip Dividend For For Mgmt 13 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 976,555 14 Authorise 7,812,446 Ordinary Shares for For For Mgmt Market Purchase 15 Authorise 1,905,474 Ordinary Shares for For For Mgmt Market Purchase Pursuant to Tender Offer 16 Amend Articles of Association Re: For For Mgmt Indemnification of Directors 04/27/06 - A CML Healthcare Income Fund *CLC.U* 12582P105 03/24/06 4,265 For Units and Special Voting Unitholders 1 Elect Directors John D. Mull, Steven W. For For Mgmt Chepa, Stephen R. Wiseman and Waldemar Zimmerman 2 Elect Trustees John D. Mull, Steven W. For For Mgmt Chepa, Stephen R. Wiseman and Waldemar Zimmerman 3 Approve PricewaterhouseCoopers LLP as For For Mgmt Auditors and Authorize Board to Fix Remuneration of Auditors 12/31/05 - S CNOOC LTD Y1662W117 12/23/05 271,299 1a Reelect Fu Chengyu as Executive Director For For Mgmt 1b Reelect Wu Guangqi as Executive Director For For Mgmt 1c Reelect Tse Hau Yin, Aloysius as For For Mgmt Independent Non-Executive Director 1d Authorize Board to Fix the Remuneration of For For Mgmt Directors Subject to a Limit of HK$20 Million 2 Amend Articles Re: Remuneration of Directors For For Mgmt 12/31/05 - S CNOOC LTD Y1662W117 12/23/05 271,299 1 Approve Supplemental Agreement in Relation For Against Mgmt to Certain Amendements to Existing Non-Compete Undertaking ANALYSIS AND CONCLUSION: There are several terms in this proposal that we believe raise red flags for the company's minority investors. First, amending the Existing Non-compete Undertaking would in effect waive the exclusivity that the company now enjoys in conducting offshore exploration and production activities with international oil and gas exploration companies. No consideration would be given to the company in exchange for this giving up this privilege. The non-compete agreement for the offshore business was a huge attraction for investors when the company first floated its shares in February 2001, and this proposal effectively winds back that concession. While CNOOC-Parent would give the company an indefinite option to acquire any competing business that is passed on, that option can be exercised at a negotiated price and not at no cost as the original terms of the PSCs provide. Much more concerning though are provisions in the Supplemental Agreement that will remove the need for prior shareholder approval for the parent entity to take on certain projects once the exclusivity agreement is abolished. If this proposal were approved, only board approval would be needed to give CNOOC-Parent the go signal to engage in competing businesses. It is worth noting that seven out of the 12 board seats are currently controlled by the parent company; thus, an obvious conflict of interest may arise once shareholder approval for transactions entered into by CNOOC-Parent is waived. This blanket authority given to the board effectively removes any chance for shareholders to express disapproval if they feel that certain transactions to be entered into by CNOOC-Parent will be to the company's detriment. It removes a forum where shareholders would be able to properly clarify why the company would choose to pass on certain PSCs or projects that CNOOC-Parent deems worthy of taking up. We find that the terms of the proposed amendment to the Existing Non-compete Undertaking would be to the detriment of the company's minority shareholders as outlined in the reasons above. We therefore recommend that shareholders oppose this resolution. 2 Approve Revised Annual Caps For For Mgmt 3 Approve Non-Exempt Continuing Connected For For Mgmt Transactions 4 Approve Proposed Annual Caps For For Mgmt 5 Approve Termination of Existing Share For Against Mgmt Option Scheme and Adoption of New Share Option Scheme Most Hong Kong plans fail to comply with two of our guidelines. First, the percentage of shares being made available to the plan is excessive. This plan allows for 10 percent of the issued capital to be outstanding from time to time. Such a revolving limit allows the board to continually grant more options as old options are exercised. With short or even no vesting periods, the potential dilution to shareholders under a ten-year plan is high. Additionally, the number of shares issued under this plan, along with shares issued pursuant to the company's other schemes, can reach up to an excessive 30 percent of the company's issued share capital from time to time. Our guidelines establish that shares available for all option plans represent no more than 5 percent of a mature company's outstanding shares. Second, the plan is administered by the full board, which includes executives who may participate under the plan. Allowing eligible executives to administer the plan opens the plan to substantial abuse. Given the unfavorable terms of the proposed plan, we recommend that shareholders vote against this proposal. 05/30/06 - A/S Cnp Assurances F1876N318 None 12,133 Ordinary Business 1 Approve Financial Statements and Statutory For Mgmt Reports 2 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 3 Approve Allocation of Income and Dividends For Mgmt of EUR 1.91 per Share 4 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 5 Ratify Appointment of Andre Laurent For Mgmt Michelson as Supervisory Board Member 6 Reelect Andre Laurent Michelson as For Mgmt Supervisory Board Member 7 Approve Remuneration of Directors in the For Mgmt Aggregate Amount of EUR 550,000 8 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital Special Business 9 Amend Articles of Association Re: Attend For Mgmt Supervisory Board Meetings by Way of Videoconference and of Telecommunication; Approval of Related-Party Transactions 10 Amend Articles of Association Re: Ordinary For Mgmt and Extraordinary General Meetings Quorums; Bearer Shareholders Participation 11 Authorize Filling of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/07/06 - A Cobham plc (formerly FR Group) G41440143 None 328,149 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 2.4 Pence Per For For Mgmt Ordinary Share 4 Re-elect Jeff Edington as Director For For Mgmt 5 Re-elect Peter Hooley as Director For For Mgmt 6 Elect John Patterson as Director For For Mgmt 7 Reappoint PricewaterhouseCoopers LLP as For For Mgmt Auditors of the Company 8 Authorise Board to Fix Remuneration of For For Mgmt Auditors 9 Authorise 112,705,565 Ordinary Shares for For For Mgmt Market Purchase 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 8,803,608 11 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 1,408,819 03/08/06 - A Coca-Cola Femsa S.A. P2861Y136 None 41,296 1 Accept Financial Statements and Statutory For For Mgmt Reports for the 2005 Fiscal Year 2 Approve Allocation of Income and Cash For Against Mgmt Dividends Because of the company's long-term shareholder-unfriendly policy, voting against this allocation of income proposal is recommended. 3 Establish Maximum Amount to be Allocated For For Mgmt for Share Repurchase Program 4 Elect Directors, Supervisory Board Members, For For Mgmt and their Respective Alternates, and Approve Their Remuneration 5 Elect Board Committee Members For For Mgmt 6 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 7 Approve Minutes of Meeting For For Mgmt 03/08/06 - S Coca-Cola Femsa S.A. P2861Y136 None 41,296 Special Meeting Agenda - L Shareholders Only 1 Approve Not Cancellation of 98.7 Million For For Mgmt Series L Shares Approved at the EGM Held On 12-20-02, which were not Suscribed by Series L Holders in Exercise of their Pre-emptive Rights 2 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 3 Approve Minutes of Meeting For For Mgmt 06/20/06 - A Coca-Cola Hellenic Bottling Co. X1435J105 None 17,500 1 Approve Reports of the Board of Directors For Mgmt and of the Auditor 2 Accept Individual and Consolidated For Mgmt Financial Statements and Statutory Reports 3 Approve Discharge of Board and Auditors For Mgmt 4 Approve Directors' Remuneration for 2005 For Mgmt and Preapprove Their Remuneration for 2006 5 Elect Auditors and Determination of Their For Mgmt Fees 6 Approve Dividends For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 03/19/06 - A Commercial International Bank Of Egypt M25561107 None 8,164 1 Accept Board Report For Mgmt 2 Accept Auditor's Report For Mgmt 3 Accept Financial Statements For Mgmt 4 Approve Allocation of Income For Mgmt 5 Approve Discharge of Board and Determine For Mgmt Board Members' Bonuses for 2006 6 Reappoint Auditors and Authorize Board to For Mgmt Fix Their Remuneration 7 Authorize Board to Make Donations in 2006 For Mgmt 8 Inform AGM About Sale of 11,755 Square None Mgmt Meters of Land to Contact Company for Cars Trading 9 Inform AGM of Annual Bonuses of Board None Mgmt Committees for 2006 10 Inform AGM of Amendments to Board Structure None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/27/06 - A Commercial RE Co. (formerly Coyo Corp) J0835Z103 03/31/06 236 *8866* 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 12, Special JY 0 The payout ratio is 15 percent based on either parent-only or consolidated earnings. 2 Amend Articles to: Expand Business Lines - For For Mgmt Update Terminology to Match that of New Corporate Law The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 8 are insiders, and candidates 1 to 6 are being reappointed to the board, while candidates 7 and 8 are new to the board. Following this meeting, there will be no outside directors. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For Candidate 8 is the chairman of BUIL Bank Co. Ltd., but has not been designated by the company as an outside director. 4 Appoint Internal Statutory Auditor For For Mgmt The nominee is not designated by the company as independent, and we have no reason to oppose his nomination. 5 Appoint Alternate Internal Statutory Auditor For For Mgmt The nominee is not designated by the company as independent, and we have no reason to oppose his nomination. 6 Approve Retirement Bonuses for Director and For Against Mgmt Statutory Auditors One of the retiring auditors has been designated by the company as independent. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing the whole item. 05/17/06 - A Commerzbank AG D15642107 04/26/06 42,038 1 Receive Financial Statements and Statutory None Mgmt Reports for Fiscal 2005 2 Approve Allocation of Income and Dividends For Mgmt of EUR 0.50 per Share 3 Approve Discharge of Management Board for For Mgmt Fiscal 2005 4 Approve Discharge of Supervisory Board for For Mgmt Fiscal 2005 5 Elect Ulrich Middelmann to the Supervisory For Mgmt Board 6 Ratify PricewaterhouseCoopers AG as For Mgmt Auditors for Fiscal 2005 7 Amend Articles Re: Allow for Individual For Mgmt Supervisory Board Elections 8 Amend Articles Re: Conducting of For Mgmt Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance) 9 Authorize Repurchase of up to Five Percent For Mgmt of Issued Share Capital for Trading Purposes 10 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares 11 Approve Creation of EUR 170 Million Pool of For Mgmt Capital with Preemptive Rights (Authorized Capital 2006/I) 12 Approve Creation of EUR 200 Million Pool of For Mgmt Capital without Preemptive Rights (Authorized Capital 2006/II) 13 Approve Employee Stock Purchase Plan; For Mgmt Approve Creation of EUR 12 Million Pool of Capital for Employee Stock Purchase Plan (Authorized Capital 2006/III) Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 09/15/05 - A Compagnie Financiere Richemont SA H25662141 None 38,288 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Approve Allocation of Income and Dividends For Mgmt of EUR 0.04 per 'A' Bearer Share and EUR 0.004 per 'B' Registered Share 3 Approve Discharge of Board and Senior For Mgmt Management 4a Relect Johann Rupert as Director For Mgmt 4b Relect Jean-Paul Aeschimann as Director For Mgmt 4c Reelect Franco Cologni as Director For Mgmt 4d Reelect Leo Deschuyteneer as Director For Mgmt 4e Reelect Lord Douro as Director For Mgmt 4f Reelect Yves-Andre Istel as Director For Mgmt 4g Reelect Richard Lepeu as Director For Mgmt 4h Reelect Simon Murray as Director For Mgmt 4i Reelect Alain Perrin as Director For Mgmt 4j Reelect Alan Quasha as Director For Mgmt 4k Reelect Lord Renwick of Clifton as Director For Mgmt 4l Reelect Juergen Schrempp as Director For Mgmt 4m Reelect Ernst Verloop as Director For Mgmt 4n Elect Norbert Platt as Director For Mgmt 4o Elect Martha Wikstrom as Director For Mgmt 5 Ratify PricewaterhouseCoopers as Auditors For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 03/31/06 - S Companhia Vale Do Rio Doce P2605D109 None 7,839 1 Approve Protocol and Justification Re: For For Mgmt Incorporation of Shares of Caemi Mineracao e Metalurgia SA 2 Ratify Firm Appointed to Perform Shares For For Mgmt Appraisal Valuation Report 3 Approve Appraisal Report For For Mgmt 4 Approve Incorporation of Caemi's Shares For For Mgmt into Company 5 Approve Capital Increase Through For For Mgmt Incorporation of Caemi's Shares and Issuance of 64.15 Million of Preference A Shares without Preemptive Rights; Amend Article 5 04/27/06 - A/S Companhia Vale Do Rio Doce P2605D109 None 7,119 Annual Meeting Agenda Ordinary Business - Preferred Shareholders Are Entitled to Vote on Item 3 of this Ordinary Business Agenda 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Allocation of Income and Capital For For Mgmt Budget for 2006 3 Elect Supervisory Board Members For For Mgmt 4 Approve Remuneration of Directors and For For Mgmt Supervisory Board Members Special Meeting Agenda 1 Approve 1:2 Stock Split and Amend Bylaws For For Mgmt Accordingly 2 Amend Chapter IV of the Company's Bylaws For For Mgmt Re: Advisory Committees 3 Consolidate Bylaws Pursuant to Approved For For Mgmt Amendments at the EGMs Held on Aug. 18, 2004, April 27, 2005, and July 19, 2005 as well as the Modifications in Items 1 and 2 of the Special Meeting Agenda 11/09/05 - A Computershare Limited *CPU* Q2721E105 11/07/05 250,548 1 Receive the Chairman's Address and the None None Mgmt Presentation of the Chief Executive Officer 2 Receive Financial Statements and Statutory None None Mgmt Reports 3 Adopt Remuneration Report For For Mgmt 4a Elect Anthony Wales as Director For For Mgmt 4b Elect Thomas Butler as Director For For Mgmt 5 Approve the Deferred Long-Term Incentive For For Mgmt Plan 05/05/06 - A Continental AG D16212140 04/14/06 21,362 1 Receive Financial Statements and Statutory None Mgmt Reports 2 Approve Allocation of Income and Dividends For Mgmt of EUR 1.00 per Share 3 Approve Discharge of Management Board for For Mgmt Fiscal 2005 4 Approve Discharge of Supervisory Board for For Mgmt Fiscal 2005 5 Ratify KPMG Deutsche Treuhand-Gesellschaft For Mgmt Aktiengesellschaft as Auditors 6 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares 7 Elect Christian Streiff to the Supervisory For Mgmt Board; Elect Walter Flecken and Dirk Dreiskaemper as Alternate Supervisory Board Members 8 Approve Creation of EUR 186.17 Million Pool For Mgmt of Capital with Partial Exclusion of Preemptive Rights 9 Approve Issuance of Convertible Bonds For Mgmt and/or Bonds with Warrants Attached up to Aggregate Nominal Amount of EUR 6 Billion with Preemptive Rights; Approve Creation of EUR 149 Million Pool of Capital to Guarantee Conversion Rights 10 Amend Articles Re: Calling of and For Mgmt Registration for Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance) 11 Amend Articles Re: Conducting of For Mgmt Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance) 12 Amend Articles Re: Elimination of Paper For Mgmt Deeds Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/06/06 - A Controladora Comercial Mexicana S.A. P3097R168 None 65,189 Only Class B Shareholders May Vote Special Business 1 Amend Articles Re: Compliance with Mexican For For Mgmt Securities Regulations Passed 30 December 2005 2 Approve Merger by Absorption of For Against Mgmt Inmobiliaria Cinematografica Ecatepec, S.A. de C.V. Because the company failed to disclose essential information such as the number of shares to be issued in order to complete the acquisition or the subsequent dilution to Controladora Comercial Mexicana's minority shareholders, we cannot recommend support for this request. Ordinary Business 1 Approve Financial Statements and Statutory For For Mgmt Reports for 2005, Approve Report on Share Repurchase and Reissuance of Shares, and Approve Discharge Directors 2 Approve Allocation of Income and Dividends For Against Mgmt of MXN 0.138 per Unit Share; Set Maximum Limit for Share Repurchase Fiscal Year 2006 Because of the company's long-term shareholder-unfriendly dividend policy, it is recommended that shareholders vote against this resolution. 3 Elect Members of Management Board, For For Mgmt Supervisory Board, Executive Committee, and Audit Committee and Approve Their Remuneration 4 Designate Inspector or Shareholder For For Mgmt Representatives of Minutes of Meeting 01/17/06 - S Cosco Corp (Singapore) Ltd (frmlyCosco Y1764Z174 None 24,553 Investment (Singapore 1 Approve Subdivision of Every One Ordinary For For Mgmt Share of SGD 0.2 Each in the Authorized and Issued Capital of the Company into Two Ordinary Shares of SGD 0.1 Each and Amend the Memorandum of Association Accordingly 04/18/06 - A Cosco Corp (Singapore) Ltd (frmlyCosco Y1764Z208 None 49,106 Investment (Singapore 1 Adopt Financial Statements and Directors' For For Mgmt and Auditors' Reports 2 Declare Final Dividend of SGD 0.02 Per Share For For Mgmt 3 Approve Directors' Fees of SGD 155,000 For For Mgmt 4 Reelect Li Jian Hong as Director For For Mgmt 5 Reelect Wang Kai Yuen as Director For For Mgmt 6 Reelect Wang Xing Ru as Director For For Mgmt 7 Reelect Tom Yee Lat Shing as Director For For Mgmt 8 Reappoint PricewaterhouseCoopers as For For Mgmt Auditors and Authorize Board to Fix Their Remuneration 9 Approve Issuance of Shares without For For Mgmt Preemptive Rights 10 Approve Issuance of Shares and Grant of For Against Mgmt Options Pursuant to the Cosco Group Employees Share Option Scheme 2002 In this case, the percentage of shares available under the company's share option scheme is 15 percent of the issued capital, which is considered an unacceptable level of dilution. This scheme cannot be considered sufficiently well structured to justify a potential dilution level of 15 percent. Moreover, the plans allow for the grant of options to executives and to non-executive directors at a discount to market prices, which undermines the incentive impact of the plan. 11 Approve Mandate for Transactions with For For Mgmt Related Parties 05/26/06 - S Cosco Corp (Singapore) Ltd (frmlyCosco Y1764Z208 None 27,401 Investment (Singapore 1 Approve Sale by COSCO (Singapore) Pte. Ltd. For For Mgmt of Identified Vessels to Shenzhen Ocean Shipping Co. Ltd. and COSCO Intl. Trading Co., China at a Total Cash Consideration of $34.0 Million 06/09/06 - A Cosmote Mobile Telecommunications SA X9724G104 None 23,760 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Approve Discharge of Board and Auditors For Mgmt 3 Elect Directors For Mgmt 4 Approve Directors' Remuneration for 2005 For Mgmt and Preapprove Remuneration for 2006 and Approval of the Basic Provisions of the Contract of the Managing Director 5 Appoint Auditors and Deputy Auditors and For Mgmt Determination of Their Fees 6 Authorize Board and Managers of the Company For Mgmt to Participate in Boards and Management of Similar Companies 7 Amend Articles Re: Competence for Starting For Mgmt Proceedings and Codification 8 Amend Private Pension Plan for Company For Mgmt Executives 9 Authorize Issuance of Bond Loan or Simple For Mgmt Loan, to Be Subscribed By OTE plc 10 Approve Extension of the Contract between For Mgmt Cosmote and OTEPlus SA and the Basic Terms of the Contract Between Cosmote and Hellascom SA Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/17/06 - A/S CREDIT AGRICOLE SA F22797108 None 46,113 Ordinary Business 1 Approve Financial Statements and Statutory For Mgmt Reports 2 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 3 Approve Allocation of Income and Dividends For Mgmt of EUR 0.94 per Share 4 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 5 Ratify Appointment of Jean-Roger Drouet as For Mgmt Director 6 Elect Bruno de Laage as Director For Mgmt 7 Reelect Noel Dupuy as Director For Mgmt 8 Reelect Carole Giraud as Director For Mgmt 9 Reelect Roger Gobin as Director For Mgmt 10 Reelect Bernard Mary as Director For Mgmt 11 Reelect Jean-Pierre Pargade as Director For Mgmt 12 Reelect SAS rue la Boetie as Director For Mgmt 13 Ratify Barbier, Frinault et Autres as For Mgmt Auditor 14 Ratify Pricewaterhousecoopers Audit as For Mgmt Auditor 15 Ratify Pierre Coll as Alternate Auditor For Mgmt 16 Ratify Picarle et Associes as Alternate For Mgmt Auditor 17 Approve Remuneration of Directors in the For Mgmt Aggregate Amount of EUR 850,000 18 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital Special Business 19 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 4 Billion 20 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 900 Million 21 Authorize Board to Increase Capital in the For Mgmt Event of Demand Exceeding Amounts Submitted to Shareholder Vote Above 22 Authorize Capital Increase of up to 10 For Mgmt Percent of Issued Capital for Future Acquisitions 23 Authorize Board to Set Issue Price for 5 For Mgmt Percent of Issued Capital Pursuant to Issue Authority without Preemptive Rights 24 Authorize Capitalization of Reserves of Up For Mgmt to EUR 3 Billion for Bonus Issue or Increase in Par Value 25 Approve Stock Option Plans Grants For Mgmt 26 Approve Employee Savings-Related Share For Mgmt Purchase Plan 27 Approve Issuance Up to EUR 40 Million to be For Mgmt Reserved for Credit Agricole International Employees 28 Approve Employee Stock Purchase Plan For Mgmt Reserved for Credit Agricole Employees Adherents to Savings-Related Share Purchase Plan in USA 29 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares 30 Amend Articles of Association in order to For Mgmt Reflect Legal Changes 31 Authorize Filling of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/28/06 - A Credit Suisse Group (Formerly Cs H3698D419 None 9,296 Holding) 1 Share Re-registration Consent For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/28/06 - A Credit Suisse Group (Formerly Cs H3698D419 None 9,296 Holding) 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Approve Discharge of Board and Senior For Mgmt Management 3 Approve CHF 17 Million Reduction in Share For Mgmt Capital via Cancellation of Repurchased Shares 4 Approve Allocation of Income and Dividends For Mgmt of CHF 2 per Share 5.1.a Reelect Walter Kielholz and Hans-Ulrich For Mgmt Doerig as Directors 5.1.b Elect Richard Thornburgh as Director For Mgmt 5.2 Ratify KPMG Klynveld Peat Marwick Goerdeler For Mgmt SA as Auditors 5.3 Ratify BDO Visura as Special Auditors For Mgmt 6 Approve CHF 3.4 Million Reduction in Pool For Mgmt of Capital Reserved for Donaldson Lufkin & Jenrette Employee Options Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/28/06 - A Credito Emiliano S.p.a. (Credem) T3243Z136 04/26/06 7,900 Annual Meeting Agenda 1 Accept Financial Statements at Dec. 31, For Mgmt 2005 and Statutory Reports 2 Fix Number of Directors on the Board; Elect For Mgmt Directors 3 Approve Remuneration of Directors for the For Mgmt Fiscal Year 2006 4 Approval of Attendance Fees for Board For Mgmt Members 5 Approve Directors, Internal Auditors and For Mgmt Managers' Indemnification/Liability Provisions Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/02/06 - A CRUCELL NV N23473106 None 2,221 1 Open Meeting None Mgmt 2 Receive Report of Management Board None Mgmt 3 Discussion on Company's Corporate None Mgmt Governance Structure 4a Proposal to Maintain the English Language For Mgmt for the Annual Accounts 4b Approve Financial Statements and Statutory For Mgmt Reports 5 Receive Explanation on Company's Reserves None Mgmt and Dividend Policy 6a Approve Discharge of Management Board For Mgmt 6b Approve Discharge of Supervisory Board For Mgmt 7 Approve Remuneration of Supervisory Board For Mgmt 8 Approve Stock-Based Part of Remuneration For Mgmt Management Board 9 Ratify Deloitte Accountants B.V. as Auditors For Mgmt 10 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 11 Accept Resignation of and Grant Discharge For Mgmt to Jan Oosterveld as a Supervisory Board Member 12 Reelect Jan Oosterveld to Supervisory Board For Mgmt 13 Accept Resignation of and Grant Discharge For Mgmt to Pieter Strijkert as a Supervisory Board Member 14 Other Business (Non-Voting) None Mgmt 15 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/02/06 - A CSR PLC G1790J103 None 85,747 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Elect Anthony Carlisle as Director For For Mgmt 4 Re-elect John Whybrow as Director For For Mgmt 5 Re-elect David Tucker as Director For For Mgmt 6 Re-elect Paul Goodridge as Director For For Mgmt 7 Reappoint Deloitte & Touche LLP as Auditors For For Mgmt and Authorise the Board to Determine Their Remuneration 8 Authorise the Company and Cambridge Silicon For For Mgmt Radio Limited to Make EU Political Organisations Donations up to GBP 12,500 and Incur EU Political Expenditures up to GBP 12,500 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 42,821.41 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 6,423 11 Authorise 6,423,211 Ordinary Shares for For For Mgmt Market Purchase 05/10/06 - A CTS EVENTIM AG D1648T108 None 799 1 Receive Financial Statements and Statutory None Mgmt Reports for Fiscal 2005 2 Approve Allocation of Income and Dividends For Mgmt of EUR 0.34 per Share 3 Approve Discharge of Management Board for For Mgmt Fiscal 2005 4 Approve Discharge of Supervisory Board for For Mgmt Fiscal 2005 5 Ratify PricewaterhouseCoopers For Mgmt Wirtschaftspruefungsgesellschaft AG as Auditors for Fiscal 2006 6 Elect Jobst Plog to the Supervisory Board For Mgmt 7 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 01/20/06 - S Culture Convenience Club Co. *4756* J0845S107 11/25/05 2,215 1 Approve Merger Agreement with Rentrak Japan For For Mgmt Co. Rentrak's sales revenues and profits have grown substantially since CCC purchased its stake in Rentrak nearly two years ago, indicating that there are synergies in the two companies' businesses. We believe that acquiring the remainder of Rentrak will benefit CCC shareholders by facilitating optimal use of Rentrak's business know-how and management resources to further the growth of the CCC group. 2 Approve Corporate Split Agreement For For Mgmt 3 Elect Director For For Mgmt 06/28/06 - A Culture Convenience Club Co. *4756* J0845S107 03/31/06 2,694 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 6, Final JY 7.5, Special JY 0 Payout ratio is approximately 19 percent based on parent-company earnings. 2 Amend Articles to: Require Supermajority For Against Mgmt Vote to Remove Director - Authorize Board to Determine Income Allocation - Increase Authorized Capital - Reduce Directors Term in Office - Limit Liability of Directors and Statutory Auditors The company seeks the authority to impose limits on the legal liability of directors and internal auditors, and of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. Next, the company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote and to prohibit the submission of shareholder proposals related to these subjects. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. The company also seeks to specify that removing a director will require a two-thirds majority vote, rather than the simple majority which is the default threshold under the new Corporate Law. Because we do not believe it is in shareholders' interest to increase the percentage of votes required to remove a director from office, this is another reason for us to oppose this resolution. Finally, the company seeks to increase its authorized share capital from 655,289,040 to 757,362,240 shares, an increase of 15 percent. The company currently has 189,340,560 shares outstanding, or about 28.8 percent of the current authorization. After the proposed increase, the company will have 25 percent of its authorized capital outstanding. The company has not disclosed any information about its plans for future share issuances, and has only used boilerplate language stating that the increase in authorized capital is to "flexibly carry out capital policies." However, this increase can also be used to implement a poison pill or other takeover defense, which would not necessarily require shareholder approval. Because an increase in authorized capital which would leave the company with only 25 percent of the new authorization on issue does not meet ISS guidelines for authorized capital increases, we recommend that shareholders vote against this resolution. The company already has ample room under its current authorization ceiling to carry out legitimate share issuances for acquisitions or general financing. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1-8 are insiders; of these, 5 and 6 are new to the board. The overall board size is increasing from 9 to 11. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For Candidates 9-11 are incumbent outside directors. They are the presidents of Top Culture Co., MKS Partners, and Rakuten Inc., respectively. Top Culture and Rakuten have business relationships with CCC subsidiaries. 3.10 Elect Director --- For 3.11 Elect Director --- For 4 Approve Non-Monetary Director Compensation For For Mgmt (Stock Option) CCC seeks approval to set an annual ceiling of JY 300 million for stock option compensation for its directors; on top of the existing ceiling for cash compensation. This ceiling will cover both ordinary (premium priced) options and "deep discount" options. 5 Approve Deep Discount Stock Option Plan for For For Mgmt Directors This item seeks shareholder approval for a "deep-discount" stock option program for directors. Terms of the proposal are as follows. Eligibility: Directors of the company. Shares Available: 20,000 ordinary shares, representing a small fraction of one percent of issued capital. No information about individual grants was provided. Japanese companies are permitted to decide at the time the options are exercised whether to issue new shares or use shares held in treasury. Terms: There will be no consideration paid for the options themselves. The exercise price will be set at JY 1 per share. Options may be exercised between June 29, 2006 and June 30, 2026. However, options may only be exercised after the recipient steps down from his or her position as director. Administration: The full board of directors. Restricted stock plans of the type seen in other markets are still not permitted in Japan. However, a "deep discount option plan" such as the one proposed here functions in much the same way as a restricted stock plan, as the recipient may not exercise the options until after retirement. Such plans first began to appear in Japan in 2003, and approximately a dozen companies proposed them in 2004. The number increased dramatically in 2005. The deep-discount options are intended as a substitute for retirement bonuses, as CCC has abolished its retirement bonus system. Rather than make a cash payment to the directors upon their retirement, the company plans to make annual payments in the form of deep-discount options; subject to shareholder approval each time. This is intended to induce the grantees to focus on share price, as unlike the seniority-based retirement bonus system, grantees will benefit more the greater the appreciation in the company's stock price. ISS applauds the idea of replacing seniority-based compensation with compensation based on share price performance. This should contribute to a greater consciousness on the part of directors concerning the company's share price. Moreover, the modest size of these grants means that dilution to shareholders is not a concern. We have no reason to oppose this resolution. 6 Approve Executive Stock Option Plan For For Mgmt This plan features premium pricing (3 percent), maximum dilution of only 0.8 percent, and option grants made only to employees and directors of the company and its subsidiaries. The exercise period begins two years after the grant date. We have no reason to oppose this resolution. 06/29/06 - A D&M HOLDINGS INC *6735* J1232Z100 03/31/06 9,789 1 Amend Articles to: Change Location of Head For For Mgmt Office - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law The changes are routine ones. 2 Elect Directors For Split Mgmt 2.1 Elect Director --- For 2.2 Elect Director --- For 2.3 Elect Director --- For 2.4 Elect Director --- For 2.5 Elect Director --- For 2.6 Elect Director --- Against Candidates 6, 7, 8 and 10 have been designated as outsiders, but only candidate 10 meets our criteria for independence. Candidate 6, Herman de Haan, is president of the Japanese subsidiary of D&M's second largest shareholder, Phillips Electronics. Candidate 7, Peter Berger, is a former CFO of Ripplewood Holdings, which is the parent company of D&M's largest shareholder RHJ International. He is also a director of several other companies under the Ripplewood umbrella. Candidate 8, Frank Baker, is a managing director of RHJ US Management Inc. Because the benefits of adopting a US-style board are undermined by the appointment of outside directors who lack independence, we recommend that shareholders oppose these nominees 2.7 Elect Director --- Against 2.8 Elect Director --- Against 2.9 Elect Director --- For 2.10 Elect Director --- For Candidate 10, a former vice president of International Paper and director of Boston Acoustics, appears to meet our criteria for independence. 03/16/06 - A Dacom Corp. Y1855Q109 12/31/05 5,250 1 Approve Appropriation of Income and For For Mgmt Dividend of KRW 250 Per Share Proposed dividend is KRW 250 per share, which corresponds to a payout ratio of 25 percent (the company did not pay any dividend in the previous year). We do not oppose this income allocation and dividend proposal. 2 Amend Articles of Incorporation to Expand For For Mgmt Business Objectives The amendment would allow the company to expand its business objectives by adding the communication and broadcasting businesses; the multi-media service; and the development of software contents. We do not oppose this resolution. 3 Elect Directors For For Mgmt There are one executive director nominee and one non-independent non-executive director (NED) nominee. The one executive director nominee is Park Jong-Eung, the president of the company. The one non-independent NED is Nam Young, the representative director of the LG Telecom. Neither nominee has engaged in any disclosable transaction with the company within the last three years. The number of director remains unchanged at seven, of which four are independent NEDs. 4 Approve Limit on Remuneration of Directors For For Mgmt Proposed limit for 2006 is KRW 2.4 billion, up from KRW 1.9 billion in 2005. Last year's actual payout was not disclosed. 03/10/06 - A Daegu Bank Y1859G115 12/31/05 8,630 1 Approve Appropriation of Income and For For Mgmt Dividends of KRW 400 Per Share 2 Elect Directors For For Mgmt 3 Elect Members of Audit Committee For For Mgmt 4 Approve Stock Option Grants For For Mgmt 5 Approve Limit on Remuneration of Directors For For Mgmt 01/06/06 - S Daesang Corporation Y7675E101 12/07/05 17,746 1 Approve Acquisition of Daesang Foods Corp. For For Mgmt The company seeks shareholder approval to acquire Daesang Foods Corp. The company would issue 0.2835 Daesang Corp.'s shares per each Daesang Food's share held. The conversion ratio is driven from Daesang Food's valuation of KRW 3,604 ($3.5), compared to Daesang Corp.'s share price of KRW 12,712 ($12.6). The total issued shares for the transaction will be 5.049 million. The merger effective date will be March 1, 2006. According to the company, the acquisition is to improve management efficiencies and to increase its competitiveness by streamlining R&D, production, and marketing operations through the acquisition. This resolution carries a dissident's right. If a shareholder wants to oppose the resolution, the shareholder must submit his/her opposition to the company in writing, 20 days before the meeting. The share price for those who oppose the resolution will receive KRW 12,638 ($12.5) per each share (KRW 6,311 per each preferred 1 share, and KRW 9,056 per preferred 2 share). We have no special reason to oppose this resolution. 2 Amend Articles of Incorporation to Increase For For Mgmt Authorized Shares The amendment would increase the company's authorized shares from 100 million to 125 million. This increase is due to the share issuance, resulted from the proposed acquisition (refer to Item 1). 3 Elect Director For For Mgmt The inside nominee is Lim Dong-In, representative director of Dongsuh Corp. Lim has not engaged in any disclosable transaction with the company and has no relationship with the largest shareholder of the company. We have no reason to oppose this nomination. 03/24/06 - A Daesang Corporation Y7675E101 12/31/05 17,746 1 Approve Financial Statements and For For Mgmt Disposition of Deficit The company seeks approval of its 2005 financial statements and disposition of deficit. The company is not proposing any dividend for 2005. We have no reason to oppose this resolution. 2 Amend Articles of Incorporation to Expand For For Mgmt Business Objectives, to Require Shareholder Approval on Stock Option Issuances and to Allow Enforcement Executives The company seeks shareholder approval to expand its business objectives by adding the landscape business, the forestry business, and the botanic garden business. The second amendment would allow the company to issue stock options, up to 15 percent of the total shares outstanding, to all employees as part of an employee stock ownership plan, applicable to the new Korea Labor Welfare Law and subject to shareholder approval. The third amendment would allow the company to hire enforcement executives. We have no reason to oppose this resolution. 3 Elect Two Executive Directors For For Mgmt The two executive director nominees are Kim Chul-Ha, an executive director of the company and Wang Kil-Wan, a managing director of the company. Neither nominee has engaged in any disclosable transaction with the company within the last three years. The number of directors is decreasing from eight to seven while the number of independent non-executive directors remains unchanged at two. 4 Appoint Auditor For For Mgmt The nominee is Kim Il-Man, a former representative director of the company. Kim has not engaged in any disclosable transaction with the company within the last three years. We call on the company to nominate independent auditors in the future. 5 Approve Limit on Remuneration of Directors For For Mgmt Proposed limit for 2006 is KRW 4 billion, unchanged from 2005. Although last year's actual payout was not disclosed, a total of KRW 75 million was paid for two independent non-executive directors. The level of directors' fees is usually not problematic among Korean companies. We see no reason to oppose this resolution. 6 Approve Limit on Remuneration of Auditors For For Mgmt The ceiling for auditors for 2006 will be unchanged at KRW 200 million for two auditors. Last year's actual payout was not disclosed. 05/26/06 - S Daesang Corporation Y7675E101 04/26/06 14,486 1 Approve Spin-Off Agreement For For Mgmt The company seeks shareholder approval to spin off the construction business from the current company structure. Once the resolution is approved, there will be two entities: Daesang Corporation and "DS Development Corp." The new entity will operate the company's construction business, while Daesang will focus on the food production business. The effective date for the spin-off is July 3, 2006. "DS Development Corp." will remain private after the spin-off. The company has decided to carry out this reorganization in order to ensure more independent business management between the two units and to increase each unit's business responsibilities. The company believes that the split will increase the transparency of management's decision process and improve the company's corporate governance overall. Because current shareholders will continue to have same proportional ownership of both entities following the spin-off, the overall impact of the transaction to shareholders should be limited. Because the reorganization has the potential to boost transparency, we recommend that shareholders vote for this resolution. 03/17/06 - A Daewoo Engineering & Construction Y1888W107 12/31/05 10,790 1 Approve Appropriation of Income and For For Mgmt Dividend of KRW 250 Per Share 2 Approve Limit on Remuneration of Directors For For Mgmt 3 Amend Terms of Severance Payments to For For Mgmt Executives 05/26/06 - A Daewoo Securities Co. Y1916K109 03/31/06 14,629 1 Approve Appropriation of Income and For For Mgmt Dividends of KRW 400 Per Common Share 2 Amend Articles of Incorporation to Require For For Mgmt Shareholder Approval on All Stock Option Issuances 3 Elect Directors For For Mgmt 4 Elect Member of Audit Committee For For Mgmt 5 Approve Stock Option Grant for Audit Member For For Mgmt 6 Approve Stock Option Grants for Executives For For Mgmt 7 Approve Limit on Remuneration of Directors For For Mgmt 05/26/06 - A Daewoong Pharmaceutical Co. Y1915W104 03/31/06 3,860 1 Approve Appropriation of Income and For For Mgmt Dividend of KRW 700 Per Share Proposed dividend is KRW 700 per share, which corresponds to a payout ratio of 18.4 percent, down from 24.7 percent the previous year. Although the payout ratio is a bit low by Korean standards, given that the company increased its dividend from KRW 675 the previous year to KRW 700, we do not oppose this income allocation and dividend proposal at this time. 2 Elect Directors For For Mgmt There are one executive director nominee and one non-independent non-executive director (NED) nominee and two independent non-executive director nominees. The executive director nominee is Lee Jin-Ho, a head of the Production Department of the company. The non-independent NED nominee is Lee Jong-Wook, a visiting professor at Seoul National University and former representative director of Yuhan Chemical Co. The independent NED nominees are Jang Choon, an incumbent director of the company and Lee Choong-Ho, a lawyer at LEE CHOONG HO Law Firm. None of the nominees has engaged in any disclosable transaction with the company within the last three years. The number of directors remains unchanged at nine, of whom three are independent NEDs. We have no reason to oppose this resolution. 3 Approve Limit on Remuneration of Directors For For Mgmt Proposed limit for 2006 is KRW 2 billion, unchanged from 2005. Although last year's actual payout was not disclosed, given that companies in Korea usually do not pay out the entire amount authorized, we see no reason to oppose this resolution. 4 Approve Limit on Remuneration of Auditor For For Mgmt The ceiling for one auditor for 2006 will be unchanged at KRW 150 million. Last year's actual payout was not disclosed. 05/19/06 - A Dah Sing Financial Holdings Ltd. Y19182107 05/12/06 2,232 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend For For Mgmt 3a Elect Chung-Kai Chow as Director For For Mgmt 3b Elect Robert Tsai-To Sze as Director For For Mgmt 3c Elect John Wai-Wai Chow as Director For For Mgmt 3d Elect Yiu-Ming Ng as Director For For Mgmt 4 Approve Remuneration of Directors For For Mgmt 5 Appoint PricewaterhouseCoopers as Auditors For For Mgmt and Authorize Board to Fix Their Remuneration 6 Approve Issuance of Equity or Equity-Linked For Against Mgmt Securities without Preemptive Rights As the share issuance amount is subject to abuse by Hong Kong companies, in the absence of language restricting both discounts and the authority to refresh the share issuance amounts without prior shareholder approval, a vote against is recommended. 7 Authorize Repurchase of Up to 10 Percent of For For Mgmt Issued Share Capital 8 Authorize Reissuance of Repurchased Shares For For Mgmt 06/28/06 - A Daiichi Jitsugyo Co. Ltd. *8059* J09492109 03/31/06 2,898 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 11, Special JY 0 The payout ratio is 27 percent based on consolidated earnings, or 35 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Limit Rights of Odd-lot For For Mgmt Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Non-executive Directors and Statutory Auditors The company seeks the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we we do not oppose this resolution. 3 Appoint Internal Statutory Auditor For For Mgmt The nominee for independent auditor, a tax accountant in private practice, passes our test for independence. 4 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors Ceiling is to be raised, because annual bonuses are now part of the ceiling. The new ceiling is not inordinately high, and the company has been profitable. We see no reason to oppose this resolution. 06/23/06 - A Daito Bank *8563* J10941102 03/31/06 5,877 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 1, Special JY 0 The payout ratio is 5.7 percent. 2 Amend Articles to: Update Terminology to For For Mgmt Match that of New Corporate Law The company seeks to update the terminology of its articles to match that of the new Corporate Law. Nearly all Japanese companies are making these changes in 2006. The changes are routine ones, and we have no reason to oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 5 are all insiders, and candidate 6 is an outside director candidate. Following this meeting, there will be one outsider on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For Candidate 6 has been designated as an outside director. ISS considers him to be an affiliated outsider, as he is a representative director of a business partner of the bank. 4 Appoint External Auditors For For Mgmt The company seeks to appoint Shin-Nihon & Co. as its external audit firm in place of ChuoAoyama Audit Corp., which was recently penalized by Japanese authorities for the role of its auditors in accounting fraud at Kanebo Ltd. 06/28/06 - A Daito Trust Construction Co. Ltd. J11151107 03/31/06 18,800 *1878* 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 39, Final JY 48, Special JY 0 2 Amend Articles to: Amend Business Lines - For For Mgmt Decrease Authorized Capital to Reflect Share Repurchase - Limit Outside Statutory Auditors' Legal Liability - Limit Rights of Odd-Lot Holders - Update Terminology to Match that of New Corporate Law 3 Elect Director For For Mgmt 4 Approve Retirement Bonuses for Directors For For Mgmt 06/24/06 - A Daiwa Securities Group Co. Ltd. *8601* J11718111 03/31/06 87,000 1 Amend Articles to: Authorize Public For For Mgmt Announcements in Electronic Format - Limit Rights of Odd-Lot Holders - Update Terminology to Match that of New Corporate Law 2 Elect Directors For For Mgmt 3 Approve Executive Stock Option Plan and For For Mgmt Deep Discount Stock Option Plan 03/14/06 - A Danske Bank AS (Formerly Den Danske K22272114 02/15/06 41,251 Bank) 1 Approve Financial Statements; Approve For For Mgmt Discharge of Management and Board; Approve Allocation of Income and Dividends of DKK 10 Per Share 2 Amend Articles Re: Reduce Board Term of For For Mgmt Directors From Four to Two Years; Reduce Range of Shareholder-Elected Board Members (6-10); Removal of Article Concerning Director Election 3 Reelect Sten Scheibye, Birgit For For Mgmt Aagaard-Svendsen, Alf Duch-Pedersen, Henning Christophersen, and Claus Vastrup to the Supervisory Board 4 Reappoint Grant Thornton and KPMG C. For For Mgmt Jespersen as Auditors 5 Authorize Repurchase of Up to Ten Percent For For Mgmt of Issued Share Capital Some shareholders object to corporations repurchasing shares. They prefer to see extra cash invested in new businesses or paid out as dividends. We believe that when timed correctly, corporate stock repurchases are a legitimate use of corporate funds and can add to long-term shareholder returns. For this reason, we recommend a vote in favor of the board's proposal. 6 Amend Articles Re: Delete Secondary Name; For Against Mgmt Extend Authorisations to Increase Share Capital to March 1, 2011; Allow Electronic Publishing of Meeting Notice; Remove Clause Concerning Discharge of Directors While the two first amendments are non-contentious and would have no negative impact on shareholder value, we believe that removing one recourse that shareholders have to register their disapproval by voting against such a proposal is not in shareholders' best interest. Unfortunately, the adoption of the resolution does not allow piecemeal voting by shareholders, who are presented with an all-or-nothing choice. In this case, we believe that the negative provision under this item outweighs any positive ones. Shareholder Proposal 7 Shareholder Proposal Re: Danske Bank As None Against ShrHold Place of Depository We do not believe that it is shareholders' interest that Danske Bank deviate from the Danish deposit rules to accommodate individual wishes. It is therefore recommended that investors vote against this proposal. 04/25/06 - A DATAMONITOR plc G2659P107 None 812 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 4.5 Pence Per For For Mgmt Ordinary Share 4 Reappoint KPMG Audit Plc as Auditors and For For Mgmt Authorise the Board to Determine Their Remuneration 5 Elect Simon Pyper as Director For For Mgmt 6 Elect Anthony Allen as Director For For Mgmt 7 Re-elect Bernard Cragg as Director For For Mgmt 8 Re-elect Graham Albutt as Director For For Mgmt 9 Re-elect Michael Danson as Director For For Mgmt 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 2,405,452 11 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 360,817.80 12 Approve Datamonitor Capital Appreciation For Against Mgmt Plan 2006 13 Adopt New Articles of Association For For Mgmt 04/24/06 - A/S DAVIDE CAMPARI-MILANO-S.p.a. Inc. T24091117 04/20/06 9,901 Ordinary Business 1 Accept Financial Statements and Statutory For Mgmt Reports at Dec. 31, 2005 2 Ratify Election of One Director For Mgmt 3 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares Special Business 1 Authorize Board of Directors: to Increase For Mgmt Capital in Accordance with Art. 2443 and 2441(4,5) of the Italian Civil Code; to Issue Convertible Bonds/Debentures (Art. 2420-ter); to Issue Other Financial Instruments (Art. 2346); Modify Bylaws Accordingly Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 11/28/05 - S Daylight Energy Trust 239593106 10/25/05 1,354 Meeting for Holders of Trust Units, Exchangeable Shares, and Debentures 1 Approve Plan of Arrangement, Stock Option For Against Mgmt Plan, and Private Placement Voting Recommendation Based on the foregoing analysis, we believe the Arrangement is accretive to unitholder value and that the strategic rationale makes sense. However, we continue to have difficulty accepting the private placement of exploreco shares priced at NAV to insiders. Initial trading of exploreco shares have consistently demonstrated that the placements have effectively been priced at a substantial discount to market prices. In this case, we estimate a 50% discount (the Daylight/Tempest circular makes no attempt to value the Open Range shares). Consistent with our policy on share purchase plans, we view this level of discount too high. Since the placement proposal is bundled with the merger, we are compelled to recommend a vote against. 05/10/06 - A Daylight Energy Trust 239593106 03/27/06 4,961 For Units and Exchangeable Unitholders 1 Fix Number of Directors at Six For For Mgmt 2 Elect Directors Fred Woods, Anthony For For Mgmt Lambert, Rick Orman, Peter Harrison, Duane Keinick and Jeff Tonken 3 Approve KPMG LLP as Auditors and Authorize For For Mgmt Board to Fix Remuneration of Auditors 10/19/05 - A DECHRA PHARMACEUTICALS PLC G2698H108 None 1,824 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 3.5 Pence Per For For Mgmt Ordinary Share 4 Re-elect Ian Page as Director For For Mgmt 5 Re-elect Neil Warner as Director For For Mgmt 6 Reappoint KPMG Audit Plc as Auditors and For For Mgmt Authorise the Board to Determine Their Remuneration 7 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 199,366.76 8 Adopt Remuneration Policy For For Mgmt 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 25,560.48 10 Authorise 5,112,096 Ordinary Shares for For For Mgmt Market Purchase 06/27/06 - A Denso Corp. *6902* J12075107 03/31/06 47,600 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 18, Final JY 20, Special JY 0 The payout ratio is 19 percent based on consolidated earnings, or 24 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Authorize Share Repurchase Program For For Mgmt The limits on the plan (0.8 percent of issued capital) are within our guidelines, and this is a routine request. 3 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Non-Executive Directors and Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. First, the company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. Next, the company seeks the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. However, the company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote. ISS in principle opposes the loss of shareholders' ability to vote on the company's income allocation plans, even where -- as in this case -- shareholders do not lose the right to submit proposals of their own. Although Denso does not have a history of inordinately low dividend payouts, there is no guarantee that this will always be the case. Moreover, we note that the company's board remains dominated by insiders, so this proposal would effectively give discretion over income allocation not to a majority-independent board as seen in the US, but to the company's management. Granting the board discretion over income allocation is a prerequisite to the payment of quarterly dividends, but does not obligate the company to actually increase the frequency of dividend payments. There is nothing in the text of the articles, or in the explanation accompanying this resolution, that specifically mentions any plan by the company to pay dividends on a quarterly basis. 4 Elect Directors For For Mgmt 4.1 Elect Director --- For Candidates 10 to 12 are new to the board. None of the nominees has been designated by the company as an outside director, nor are there any incumbent directors who are not up for reelection this year. Candidate 13 is Shoichiro Toyoda, the honorary chairman of Denso's parent company and largest customer Toyota Motor. Mr. Toyoda has served on the board of Denso since 1964 (and was a statutory auditor for six years before that). As indicated above, Denso has not labeled him as an outsider. 4.2 Elect Director --- For 4.3 Elect Director --- For 4.4 Elect Director --- For 4.5 Elect Director --- For 4.6 Elect Director --- For 4.7 Elect Director --- For 4.8 Elect Director --- For 4.9 Elect Director --- For 4.10 Elect Director --- For 4.11 Elect Director --- For 4.12 Elect Director --- For 4.13 Elect Director --- For 5 Approve Executive Stock Option Plan For For Mgmt This plan features premium pricing (5 percent), maximum dilution of only 0.5 percent (when combined with outstanding options from Denso's previous plans), and option grants made only to directors, executive officers and employees of the company and directors of subsidiaries. The exercise period begins 2 year after the grant date. We have no reason to oppose this resolution. 6 Approve Retirement Bonuses for Directors For For Mgmt The retiring directors are all insiders, and we have no reason to oppose this resolution. 06/29/06 - A Denyo Co. Ltd. *6517* J12096103 03/31/06 2,256 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 9, Final JY 9, Special JY 0 The payout ratio is 21 percent based on consolidated earnings, or 32 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Decrease Maximum Board Size - Reduce Directors Term in Office - Limit Rights of Odd-lot Holders - Limit Liability of Board Members The company is decreasing the maximum number of directors on the board from 18 to 10, in order to strengthen the management structure by speeding up the decision-making process. The company would still have 4 vacant seats on the board following this meeting. The company seeks the authority to impose limits on the legal liability of directors and internal auditors by a board resolution, and of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. However, the company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote and to prohibit the submission of shareholder proposals related to these subjects. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 6 are all insiders. Candidates 1 to 4 are being reappointed, while Candidates 5 and 6 are new to the board. Following this meeting, there will continue to be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 4 Appoint Alternate Internal Statutory Auditor For For Mgmt The nominee for alternate independent auditor, the president of Nitto Kohki Co. Ltd., passes our test for independence. 5 Approve Retirement Bonuses for Directors For Against Mgmt and Special Payments to Continuing Directors and Statutory Auditors in Connection with Abolition of Retirement Bonus System Two of the continuing auditors have been designated by the company as independent. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing the whole item. 6 Approve Adjustment to Aggregate For For Mgmt Compensation Ceilings for Directors and Statutory Auditors The ceiling for auditors would be raised, because of increases in the cost of living since the ceiling was last raised. Moreover, the company seeks to express the compensation ceiling for directors as a yearly, rather than a monthly, ceiling. This will allow the company greater flexibility with respect to the timing of bonus payments, which under the new corporate law are now included in the compensation ceilings. We do not oppose this resolution. 7 Adopt Advance Warning-Type Takeover Defense For Against Mgmt Type of defense plan: Advance-warning type Plan duration: 3 years Trigger threshold: 20 percent of shares outstanding Directors' term in office: 1 year Board independence: Following this meeting, there will be no independent directors according to ISS criteria, and no outside directors at all. Independence of special committee: There will be no committee. Relevant decisions will be made by the board, with input from outside advisors as the board deems necessary Other types of takeover defense: No Meeting notice released three weeks or more before meeting: No We believe the best way to ensure that the company remains responsive to shareholders' interests, once the threat of a takeover is removed or reduced, is to have a significant percentage of independent outsiders on the board. Denyo's failure to appoint even one independent director, combined with the lack of an independent committee to review takeover offers and the company's failure to release relevant information on a timely basis, indicate that management is motivated by self protection and not enhancement of shareholder value. Vote against this resolution. 06/21/06 - A Descente Ltd. *8114* J12138103 03/31/06 7,509 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 5, Special JY 5 The payout ratio is 28 percent based on consolidated earnings, or 32 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Expand Business Lines For For Mgmt ?? Set Maximum Statutory Auditor Board Size - Reduce Directors Term - Limit Rights of Odd-lot Holders - Limit Liability of Directors and Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. First, the company seeks to expand its business lines to engage in the consulting service related to sport and health. The proposed change is related to the company's core business. We do not oppose this resolution. Second, the company is seeking the authority to amend the permitted number of statutory auditors on the statutory auditor board from "3 or more" to "4 or fewer". Third, the company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. Finally, the company seeks the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 6 are all insiders and are being reappointed to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 4 Approve Payment of Annual Bonuses to For For Mgmt Directors and Statutory Auditors Descente is proposing aggregate bonus payments of JY 45.7 million to the 6 directors, and JY 4.3 million to the 3 statutory auditors. In light of the company's performance, we have no reason to oppose this resolution. 5 Approve Adjustment to Aggregate For For Mgmt Compensation Ceilings for Directors and Statutory Auditors The company seeks to express the compensation ceilings for directors as yearly, rather than monthly, ceilings. This will allow the company greater flexibility with respect to the timing of bonus payments, which under the new corporate law are now included in the compensation ceilings. As for statutory auditor compensation, the ceilings would be lowered from JY 6 million per month (or JY 72 million annually) to JY 40 million per year. We have no reason to oppose this resolution. 05/24/06 - A Deutsche Boerse AG D1882G119 None 13,275 1 Receive Financial Statements and Statutory None Mgmt Reports for Fiscal 2005 2 Approve Allocation of Income and Dividends For Mgmt of EUR 2.10 per Share 3 Approve Discharge of Management Board for For Mgmt Fiscal 2005 4 Approve Discharge of Supervisory Board for For Mgmt Fiscal 2005 5 Elect Supervisory Board Member For Mgmt 6 Approve Creation of EUR 5.2 Million Pool of For Mgmt Capital without Preemptive Rights (Authorized Capital I) 7 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares 8 Amend Articles Re: Supervisory Board For Mgmt Composition and Tenure 9 Amend Articles Re: Calling of Shareholder For Mgmt Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance) 10 Amend Articles Re: Conducting of For Mgmt Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance) 11 Ratify KPMG Deutsche Treuhand-Gesellschaft For Mgmt AG as Auditors for Fiscal 2006 Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/17/06 - A Deutsche Lufthansa AG D1908N106 None 5,522 1 Receive Financial Statements and Statutory None Mgmt Reports 2 Approve Allocation of Income and Dividends For Mgmt of EUR 0.50 per Share 3 Approve Discharge of Management Board for For Mgmt Fiscal 2005 4 Approve Discharge of Supervisory Board for For Mgmt Fiscal 2005 5 Approve Issuance of Convertible Bonds For Mgmt and/or Bonds with Warrants Attached without Preemptive Rights up to Aggregate Nominal Amount of EUR 1.5 Billion; Approve Creation of EUR 117 Million Pool of Capital to Guarantee Conversion Rights 6 Authorize Share Repurchase Program and For Mgmt Reissuance or Cancellation of Repurchased Shares 7 Amend Articles Re: Conducting of For Mgmt Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance) 8 Ratify PricewaterhouseCoopers AG as For Mgmt Auditors for Fiscal 2006 Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/11/06 - A Development Securities Plc G2740B125 None 663 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Re-elect Victoria Mitchell as Director For For Mgmt 4 Re-elect Michael Soames as Director For For Mgmt 5 Approve Final Dividend of 4.25 Pence Per For For Mgmt Ordinary Share 6 Reappoint Deloitte & Touche LLP as Auditors For For Mgmt and Authorise the Board to Determine Their Remuneration 7 Authorise 5,473,000 Ordinary Shares for For For Mgmt Market Purchase 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 6,505,106 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 918,333 10 Approve Development Securities Plc For For Mgmt Performance Share Plan 2006 11 Approve Development Securities Plc For For Mgmt Investment Growth Plan 2006 01/24/06 - S Digi.com Berhad (formerly Digi Y2070F100 None 38,987 Swisscom) 1 Approve the Following: Proposed Capital For For Mgmt Repayment of MYR 0.75 Per Ordinary Share of MYR 1.00 Each to Shareholders Via a Share Capital Reduction and; Proposed Amendments to the Memorandum and Articles of Association of the Company 05/19/06 - A Digi.com Berhad (formerly Digi Y2070F100 None 38,987 Swisscom) 1 Accept Financial Statements and Statutory For For Mgmt Reports for the Financial Year Ended Dec. 31, 2005 2 Elect Ab. Halim bin Mohyiddin as Director For For Mgmt 3 Elect Amar Leo Moggie as Director For For Mgmt 4 Approve Ernst & Young as Auditors and For For Mgmt Authorize Board to Fix Their Remuneration 5 Approve Issuance of Equity or Equity-Linked For For Mgmt Securities without Preemptive Rights in Any Amount Up to 10 Percent of Issued Share Capital 6 Approve Implementation of Shareholders' For For Mgmt Mandate for Recurrent Related Party Transactions with Telenor ASA 7 Approve Implementation of Shareholders' For For Mgmt Mandate for Recurrent Related Party Transactions with Vincent Tan Chee Yioun 05/19/06 - S Digi.com Berhad (formerly Digi Y2070F100 None 38,987 Swisscom) 1 Approve Capital Repayment of MYR 0.60 per For For Mgmt Share of MYR 0.25 Each to the Shareholders Via a Reduction of the Share Capital and Share Premium Account The proposed capital repayment will not affect the shareholding structure as the reduction of Digi's share capital will be effected via a proportionate reduction of the par value of all Digi shares. Given that the proposal is expected to improve Digi's capital structure and maximize shareholder wealth, we recommend that shareholders vote for this resolution. 06/23/06 - A Disco Co. *6146* J12327102 03/31/06 546 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 15, Final JY 35, Special JY 0 The payout ratio is approximately 20 percent. 2 Amend Articles to: Expand Business Lines - For For Mgmt Authorize Public Announcements in Electronic Format - Update Terminology to Match that of New Corporate Law The company seeks to expand its business lines to buy, sell and lease second-hand products which its articles already authorize it to manufacture and sell new. The company also seeks to delete language in its articles authorizing it to manufacture and sell tiles and medical equipment, as it no longer deals in such items. Next, the company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. Accordingly, we have no reason to oppose this resolution. 3 Approve Deep Discount Stock Option Plan for For Against Mgmt Directors Disco seeks to add a separate ceiling for stock option compensation for its directors, on top of the existing ceiling for cash compensation. The value of the options would be limited to JY 160 million per year for the 7 directors, and as long as each year's grants fall within this ceiling, the company will not have to go back to shareholders for approval of each year's grants. Disco proposes to grant two types of options to its directors. First, the company proposes to grant stock options featuring an exercise price at or above the market price on the day of the grant, with an exercise period to be chosen by the board, within eight years from the day of the grant. Next, the company seeks to grant so-called "deep discount" options, with an exercise price of JY 1 per share. These options, which are intended to substitute for the retirement bonuses which were already abolished at Disco, would be exercisable only after the grantee retires from the board. The company is not setting a numerical limit on the number of shares to be granted each year for either the normal stock options or the deep discount options, making it impossible to calculate the exact potential dilution from these grants. However, we note that at Disco's most recent closing price of JY 6440 per share, the JY 160 million annual ceiling corresponds to 24,845 shares per year, or 0.074 percent of currently issued capital. Even several decades of option grants at this level would not exceed the dilution limits in ISS guidelines. At the same time, the ordinary options are problematic, because they could theoretically be exercised immediately after the grant date, at no premium to market price (no other performance hurdles have been disclosed). This would not serve to align the interests of grantees with those of ordinary shareholders over the medium-to-long-term, and we therefore recommend that shareholders oppose this resolution. 4 Approve Retirement Bonus for Director For For Mgmt The retiring director is an insider who has been on the board since 1963, and served as the president for 16 years and chairman for 8 years. Disco abolished the retirement bonus system in 2004, but proposes to pay the retiring director a special bonus of JY 200 million for his accomplishments during his years on the board. He led the company to go public in 1988, expanded business overseas, and contributed in establishing the company's recognition in the semiconductor industry. 5 Approve Employee Stock Option Plan For For Mgmt This plan features premium pricing (five percent), maximum dilution of only 0.2 percent, and option grants made only to employees of the company and to directors and employees of its subsidiaries. (Directors and statutory auditors of Disco do not participate in this plan.) Maximum potential dilution from this plan, coupled with dilution from the company's other option plans, comes to 1.2 percent of issued capital, which falls within ISS guidelines. The exercise period will be chosen by the board, within eight years from the grant date. We have no reason to oppose this resolution. 04/25/06 - A DNB NOR ASA(frmly DNB Holding ASA R1812S105 None 125,282 (Formerly Den Norske Bank AS)) 1 Amend Articles Re: Specify that Control For For Mgmt Committee Chairman and Vice-Chairman are Elected by the General Meeting 2 Elect Wenche Agerup, Nils Bastiansen, Jan For For Mgmt Dyvi, Toril Eidesvik, Harbjoern Hansson, Eldbjoerg Loewer, Dag Opedal, Arthur Sletteberg, Tove Storroedvann, Hanne Wiig, and Tomas Leire as Members of Committee of Representatives; Elect Six Deputy Members 3 Reelect Trond Mohn, Per Moeller, and For For Mgmt Benedicte Schilbred as Members of Nominating Committee; Elect Eldbjoerg Loewer and Per Sanderud as New Members of Nominating Committee 4 Approve Financial Statements, Allocation of For For Mgmt Income and Dividends of NOK 3.50 per Share; Approve Group Contributions in the Amount of NOK 1,458 Million to Subsidiary Vital Forsakring ASA 5 Approve Remuneration of Auditors in the For For Mgmt Amount of NOK 450,000 for 2006 6 Approve Remuneration of Members of Control For For Mgmt Committee in the Amount of NOK 290,000 for Chairman, NOK 210,000 for Vice Chairman, and NOK 180,000 for Other Members 7 Authorize Repurchase of Up to Ten Percent For For Mgmt of Issued Share Capital 10/25/05 - S DNO ASA R60003101 None 15,864 1 Open Meeting; Registration of Shareholders None None Mgmt 2 Elect Chairman of Meeting; Designate For For Mgmt Inspector or Shareholder Representative(s) of Minutes of Meeting 3 Approve Notice of Meeting and Agenda For For Mgmt 4 Approve Bonus Issuance of Treasury Shares For For Mgmt at a Ratio of One Share for Every 20 Shares Held 06/15/06 - A Dongbu Insurance Co. Y2096K109 03/31/06 8,970 1 Approve Appropriation of Income and For For Mgmt Dividend of KRW 425 Per Share 2 Amend Articles of Incorporation to Expand For For Mgmt Business Objectives and to Exclude Directors from Stock Options Issued By Board 3 Elect Member of Audit Committee For For Mgmt 4 Approve Limit on Remuneration of Directors For For Mgmt 06/28/06 - A Dowa Mining Co. Ltd. *5714* J12432126 03/31/06 86,000 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 12, Special JY 2 The payout ratio is 29 percent based on consolidated earnings, or 31 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Approve Adoption of Holding Company For For Mgmt Structure and Spin-off of Businesses to New Wholly-Owned Subsidiaries Dowa Mining seeks shareholder approval to switch to a holding company structure by transferring its businesses to ten newly created wholly-owned subsidiaries, effective October 1, 2006. Dowa Mining will change its name to Dowa Holdings Co. Dowa is proposing the new structure in order to promote optimum use of the group's resources, and to maximize its corporate value. Because the ten new companies are all wholly-owned subsidiaries, and because the establishment of a holding company will not affect shareholders' relative ownership interests in the company's assets, this transaction will have no direct impact on shareholders' rights or obligations. We have no reason to oppose this resolution. 3 Amend Articles to: Expand Business Lines - For For Mgmt Change Company Name to Dowa Holdings Co. Ltd. The company is proposing the following changes in line with the switch to a holding company structure which is being proposed in item 2. If item 2 is approved by shareholders, then Dowa's businesses will become independent entities rather than divisions of Dowa. The company seeks to change its name from Dowa Mining Co. to Dowa Holdings Co. The company also seeks to expand its business lines to control and manage companies engaged in the businesses listed in its articles and in which Dowa holds shares. Because we approve the company's switch to a holding company structure, we have no reason to oppose this resolution. 4 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Increase Authorized Capital - Decrease Maximum Board Size The company is decreasing the maximum number of directors on the board from 15 to 13, in connection with the introduction of an executive officer system. The company would still have six vacant seats on the board following this meeting. The company also seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. In addition, Dowa Mining seeks to increase its authorized share capital from 795.073 million to 100 million shares, an increase of 26 percent. The company currently has 303.79 million shares outstanding, or about 38 percent of the current authorization. After the proposed increase, the company will have just over 30 percent of its authorized capital outstanding. The company notes that it intends to raise funds for investments and acquisitions, but has disclosed that the increase can also be used to implement a takeover defense, which the company is implementing without a direct shareholder vote. Although the increase proposed here would ordinarily meet our guidelines for increases in authorized capital, because the company is implementing a takeover defense without shareholder approval, and because the board includes no independent directors, we recommend that shareholders oppose this resolution. 5 Amend Articles to: Limit Rights of Odd-lot For For Mgmt Holders - Update Terminology to Match that of New Corporate Law The company seeks to update the terminology of its articles to match that of the new Corporate Law. These changes are routine. The company also seeks to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. We do not oppose this resolution. 6 Elect Directors For For Mgmt 6.1 Elect Director --- For Candidates 1 to 6 are insiders, while Candidate 7 has been classified as an outside director. Candidates 6 and 7 are the new appointees to the board. Following this meeting, there will be one outsider on the board. As ISS clients are no doubt aware, when a company introduces a poison pill without a shareholder vote, we will consider recommending votes against the representative director(s). Such determinations are made on a case-by-case basis, with reference to the terms of the defense plan itself, as well as the company's overall corporate governance profile and the company's performance under the current management team. In this case, the company has posted sharp increases in sales and profits over the last several years, and we are concerned that removing the incumbent executives could have a more negative impact on shareholder value than the introduction of the poison pill. Moreover, we note that shareholders have an indirect vote on the pill, through approval of the increase in authorized capital in Item 4. We oppose that increase, but do not recommend votes against the directors. 6.2 Elect Director --- For 6.3 Elect Director --- For 6.4 Elect Director --- For 6.5 Elect Director --- For 6.6 Elect Director --- For 6.7 Elect Director --- For Candidate 7, an outside director candidate, is a former executive of Kanematsu. ISS considers the nominee to be affiliated, as he is currently the president of a company which provides consulting services to Dowa on investments in China. 7.1 Appoint Internal Statutory Auditor For For Mgmt Candidate 1 is not being classified as independent, and we have no reason to oppose his nomination. 7.2 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. Candidate 2 is a long-time employee and executive of main bank Mizuho Corporate Bank and its affiliates. 7.3 Appoint Internal Statutory Auditor For For Mgmt Candidate 3 is not being classified as independent, and we have no reason to oppose his nomination. 8 Appoint Alternate Internal Statutory Auditor For For Mgmt The nominee for independent auditor, an attorney, meets our criteria for independence. 9.1 Appoint External Audit Firm For For Mgmt First, the company seeks to appoint Nihombashi Corp. as its audit firm, as its current audit firm ChuoAoyama, faces a business suspension from July 1 through August 31 over the involvement of its auditors in accounting fraud at Kanebo Ltd. Dowa proposes to reappoint ChuoAoyama after the suspension ends, to promote continuity, but it appears that Nihombashi will audit the books alongside ChuoAoyama. We have no reason to oppose the appointment of Nihombashi. 9.2 Appoint External Audit Firm For For Mgmt In the second part of this resolution, Dowa seeks approval to reappoint ChuoAoyama once the suspension period ends, apparently to serve alongside Nihombashi. Dowa argues that this will guarantee continuity in the audit process. Although ISS has been opposing the appointment of ChuoAoyama as a company's sole external auditor, in this case we do not oppose this resolution. 10 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors The ceiling for directors, excluding outside directors, would be raised from JY 20 million per month (JY 240 million per year) to JY 390 million per year. The ceiling for outside directors will be adjusted to JY 20 million per year. The ceiling was last adjusted in 2003. This change is being requested due to the abolition of the retirement bonus system, because annual bonuses are now part of the ceiling, and because the company will be implementing a performance based compensation. Because the new ceiling is not excessive, and because it reflects the company's move away from the essentially seniority-based retirement bonus system, we have no reason to oppose this resolution. 11 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Statutory Auditors The ceiling would be raised from JY 5 million per month (JY 60 million per year) to JY 100 million per year. The ceiling was last adjusted in 1994. This change is being requested due to the abolition of the retirement bonus system. Because the new ceiling is not especially high, we see no reason to oppose this resolution. 12 Approve Retirement Bonuses for Directors For Against Mgmt and Statutory Auditors and Special Payments to Continuing Directors and Statutory Auditor in Connection with Abolition of Retirement Bonus System One of the retiring auditors and the continuing auditor have been designated by the company as independent. As we believe the payment of such bonuses to non-executives, at the discretion of the insiders, is a highly inappropriate practice anywhere, we see no alternative but to recommend opposing the whole item. 11/02/05 - A Downer EDI Limited (Formerly Downer Q32623151 10/30/05 14,811 Group) *DOW* 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Elect J Humprey as Director For For Mgmt 3 Adopt Remuneration Report For For Mgmt 4 Approve Grants of up to 47,945 Performance For For Mgmt Rights and up to 325,869 Options to Stephen Gillies, Managing Director of the Company, Pursuant to the 2005 Grant Under the Downer EDI Limited Long Term Incentive Plan 06/02/06 - A Draegerwerk AG D22938118 05/12/06 227 1 Receive Financial Statements and Statutory None Mgmt Reports for Fiscal 2005 2 Approve Allocation of Income and Dividends For Mgmt of EUR 0.44 per Common Share and Dividends of EUR 0.50 per Preference Share 3 Approve Discharge of Management Board for For Mgmt Fiscal 2005 4 Approve Discharge of Supervisory Board for For Mgmt Fiscal 2005 5 Remuneration of Supervisory Board Members For Mgmt 6 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares 7 Amend Articles Re: Conducting of For Mgmt Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance) 8 Amend Articles Re: Calling of and For Mgmt Registration for Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance) 9 Authorize Management Board Not to Disclose For Mgmt Individualized Remuneration of its Members 10 Ratify BDO Deutsche Warentreuhand For Mgmt Aktiengesellschaft as Auditors for Fiscal 2006 Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 08/22/05 - S Dsm Nv N65297199 08/16/05 3,413 1 Open Meeting None Mgmt 2 Amend Articles Re: Two-For-One Stock Split For Mgmt 3 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/28/06 - A DSV K3013J139 04/06/06 253 1 Receive Report of Board None None Mgmt 2 Approve Financial Statements and Statutory For For Mgmt Reports 3 Approve Allocation of Income For For Mgmt 4a Approve DKK 1.5 Million Reduction in Share For For Mgmt Capital via Share Cancellation 4b Amend Articles Re: Remove Obsolete For For Mgmt Provisions 4c Amend Articles Re: Change to Only Use For For Mgmt Secondary Name, 'DSV, De Sammensluttede Vognmaend af 13-7 1976 A/S (DSV A/S)' 4d Amend Articles Re: Remove provision For For Mgmt Concerning Extra Ordinary Dividend 5 Reelect Erik Petersen and Egon Korsbaek as For For Mgmt Members of the Supervisory Board 6 Ratify Auditors For For Mgmt 7 Authorize Repurchase of Up to Ten Percent For For Mgmt of Issued Share Capital 8 Other Business (Non-Voting) None None Mgmt 05/04/06 - A E.ON AG (formerly Veba Ag) D24909109 04/13/06 21,071 1 Receive Financial Statements and Statutory None Mgmt Reports 2 Approve Allocation of Income and an For Mgmt Ordinary Dividends of EUR 2.75 per Share and Bonus Dividend of EUR 4.25 per Share 3 Approve Discharge of Management Board for For Mgmt Fiscal 2005 4 Approve Discharge of Supervisory Board for For Mgmt Fiscal 2005 5 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares 6 Approve Affiliation Agreements with For Mgmt Subsidiary E.ON Zwoelfte Verwaltungs GmbH 7 Approve Affiliation Agreements with For Mgmt Subsidiary E.ON Dreizehnte Verwaltungs GmbH 8 Amend Articles Re: Conducting of For Mgmt Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance) 9 Ratify PricewaterhouseCoopers AG as For Mgmt Auditors for Fiscal 2006 Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/23/06 - A East Japan Railway Co *9020* J1257M109 03/31/06 184 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 4000, Final JY 4000, Special JY 0 2 Amend Articles to: Decrease Maximum Board For For Mgmt Size - Authorize Public Announcements in Electronic Format - Update Terminology to Match that of New Corporate Law 3 Elect Directors For For Mgmt 04/26/06 - S EDP ENERGIAS DO BRASIL SA P3769R108 None 10,568 Special Meeting Agenda 1 Modify the Number of Directors on the Board For Against Mgmt and Elect Directors to Fill Vacancies Because we do not know the actual number by which the board membership will increase or decrease, we recommend opposition to this resolution, as it is not in minority shareholders' interest. 04/27/06 - A Elementis Plc (Formerly Harrisons & G2996U108 None 10,240 Crosfield) 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of 1.1 Pence Per For For Mgmt Ordinary Share 3 Approve Remuneration Report For For Mgmt 4 Elect Edward Bramson as Director For For Mgmt 5 Elect Ian Brindle as Director For For Mgmt 6 Elect Chris Girling as Director For For Mgmt 7 Elect Ken Minton as Director For For Mgmt 8 Elect Matthew Peacock as Director For For Mgmt 9 Reappoint KPMG Audit Plc as Auditors of the For For Mgmt Company 10 Authorize Board to Fix Remuneration of For For Mgmt Auditors 11 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 7,281,213 12 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 1,092,182 13 Authorise 43,687,282 Ordinary Shares for For For Mgmt Market Purchase 01/31/06 - A Ellerine Holdings Ltd. S25520115 None 16,544 Annual Meeting Agenda 1 Accept Financial Statements and Statutory For For Mgmt Reports for Year Ended August 31, 2005. 2 Ratify Grant Thornton as Auditors For For Mgmt 3 Elect Directors For For Mgmt 4 Elect Directors For For Mgmt 5 Elect B. Sinclair as Director For For Mgmt 6 Authorize Repurchase of Up to 10 Percent of For For Mgmt Issued Share Capital 7 Place Authorized But Unissued Shares under For For Mgmt Control of Directors 8 Authorize Odd-Lot Offer For For Mgmt Given the statutory protections provided by the JSE and the reasonable terms of this plan, this is a non-contentious request that warrants shareholder support. 9 Approve Issuance of Shares for Cash for For For Mgmt Purposes of the Odd-Lot Offer 10 Authorize Repurchase of Shares Pursuant to For For Mgmt Odd-Lot Offer 11 Amend Articles of Association Re: the For For Mgmt Insertion of a New Article 145 Concerning the Odd-Lot Offer 11/03/05 - S EMBOTELLADORAS ARCA P3699M104 None 34,103 1 Approve Dividend of MXN 0.85 Per Share For For Mgmt 2 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 3 Approve Minutes of Meeting For For Mgmt 04/26/06 - A EnCana Corporation *ECA.* 292505104 03/06/06 18,258 1 Elect Directors For For Mgmt 2 Ratify PricewaterhouseCoopers LLP as For For Mgmt Auditors and Authorize Board to Fix Remuneration of Auditors 05/25/06 - A Eni Spa T3643A145 05/23/06 111,319 Annual Meeting Agenda 1 Accept Financial Statements, Consolidated For Mgmt Financial Statements, and Statutory Reports for the Fiscal Year 2005 2 Approve Allocation of Income For Mgmt 3 Authorize Share Repurchase Program; Revoke For Mgmt Previously Granted Authorization to Repurchase Shares 4 Approve Stock Option Plan 2006-2008; For Mgmt Authorize Reissuance of Repurchased Shares to Service the Stock Option Plan 5 Approve Director and/or Internal Auditors' For Mgmt Indemnification/Liability Provisions Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/25/06 - S Eni Spa T3643A145 05/23/06 111,319 Special Business 1 Amend Articles Re: 13 (sub-paragraph 1), 17 For Mgmt (sub-paragraph 3), 24 (sub-paragraph 1), and 28 (sub-paragraphs 2 and 4) Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/17/06 - A/S Ensign Energy Services Inc. *ESI.* 293570107 03/28/06 20,569 1 Elect Directors N. Murray Edwards, Selby W. For For Mgmt Porter, Jack C. Donald, James B. Howe, Donald Jewitt, Len O. Kangas, John G. Schroeder, Kenneth J. Skirka and Gail Surkan 2 Approve PricewaterhouseCoopers LLP as For For Mgmt Auditors and Authorize Board to Fix Remuneration of Auditors 3 Approve 2:1 Reverse Stock Split For For Mgmt 04/26/06 - A ERINACEOUS GROUP PLC G31123105 None 12,991 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Reappoint Grant Thornton UK LLP as Auditors For For Mgmt and Authorise the Board to Determine Their Remuneration 4 Approve Final Dividend of 4.25 Pence Per For For Mgmt Ordinary Share 5 Elect Lord Poole as Director For For Mgmt 6 Re-elect Nigel Turnbull as Director For For Mgmt 7 Re-elect Lord Razzall as Director For For Mgmt 8 Re-elect Michael Pearson as Director For For Mgmt 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 170,000 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 26,400 11 Authorise up to Ten Percent of the Issued For For Mgmt Share Capital for Market Purchase 05/12/06 - A Essilor International F31668100 None 3,106 Ordinary Business 1 Approve Financial Statements and Statutory For Mgmt Reports 2 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 3 Approve Allocation of Income and Dividends For Mgmt of EUR 0.94 per Share 4 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 5 Ratify Appointment of Juan Boix as Director For Mgmt 6 Reelect Michel Besson as Director For Mgmt 7 Reelect Jean Burelle as Director For Mgmt 8 Reelect Philippe Germond as Director For Mgmt 9 Reelect Olivier Pecoux as Director For Mgmt 10 Elect Alain Thomas as Director For Mgmt 11 Elect Serge Zins as Director For Mgmt 12 Ratify Etienne Boris as Alternate Auditor For Mgmt 13 Approve Remuneration of Directors in the For Mgmt Aggregate Amount of EUR 300,000 14 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 15 Allow Board to Repurchase Shares in the For Mgmt Event of a Public Tender Offer or Share Exchange Offer 16 Authorize Filling of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/22/06 - A/S Etam Developpement F3230S108 None 128 Ordinary Business 1 Approve Financial Statements and Discharge For Mgmt Managers 2 Approve Allocation of Income and Dividends For Mgmt of EUR 0.30 per Share 3 Approve Remuneration of Directors in the For Mgmt Aggregate Amount of EUR 200,000 4 Accept Consolidated Financial Statements For Mgmt and Statutory Reports and Discharge Managers 5 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 6 Reelect Gerard Billaud as Supervisory Board For Mgmt Member 7 Reelect Edmond de Lavalette as Supervisory For Mgmt Board Member 8 Reelect Olivier des Lyons as Supervisory For Mgmt Board Member 9 Reelect Michel Rowan as Supervisory Board For Mgmt Member 10 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 11 Authorize Filling of Required For Mgmt Documents/Other Formalities Special Business 12 Approve Employee Savings-Related Share For Mgmt Purchase Plan 13 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares 14 Amend Articles of Association Re: For Mgmt Possibility to Delegate to Managers Authorization to Increase Capital 15 Amend Articles of Association Re: For Mgmt Identification of Bearer Shareholders 16 Amend Articles of Association Re: For Mgmt Shareholding Disclosure Threshold 17 Amend Articles of Association Re: Voting For Mgmt Rights of Beneficial Owner and of Usefruct 18 Amend Articles Board Related Re: Attend For Mgmt Supervisory Board Meetings by Way of Videoconference and of Telecommunication 19 Amend Articles of Association Re: Attend For Mgmt General Meetings by Way of Videoconference and of Telecommunication 20 Amend Period of Validity of Stock Option For Mgmt Plan's Grants 21 Authorize Filling of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/23/06 - A European Motor Holdings plc G31924106 None 502 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For Against Mgmt 3 Approve Final Dividend of 6.75 Pence Per For For Mgmt Share 4 Reappoint Grant Thornton UK LLP as Auditors For For Mgmt and Authorise the Board to Determine Their Remuneration 5 Re-elect Roger Smith as Director For For Mgmt 6 Re-elect Ann Wilson as Director For For Mgmt 7 Re-elect Roger Abrahams as Director For For Mgmt 8 Elect Roger Putnam as Director For For Mgmt 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 7,181,164.80 10 Authorise Market Purchases of up to 14 For For Mgmt Percent of the Issued Share Capital 11 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 1,088,941.60 12 Approve Increase in Remuneration of For For Mgmt Non-Executive Directors to GBP 150,000 05/11/06 - A/S Eurozinc Mining Corp. *EZM.* 298804105 04/06/06 73,273 1 Fix Number of Directors at Nine For For Mgmt 2 Elect Directors For For Mgmt 3 Ratify Pricewaterhouse Coopers LLP as For For Mgmt Auditors 4 Adopt Shareholder Rights Plan For Against Mgmt The company claims that adopting the rights plan is in the best interests of shareholders, ensuring their fair treatment in a takeover bid. However, we find that this plan also provides the board and management with excessive opportunity to interpret provisions of the plan. This plan is not a 'new generation' plan and does not allow shareholders enough control of the process to sufficiently safeguard their interests. 5 Other Business For Against Mgmt As we can not know the content of the issues to be raised under this item, we do not recommend shareholders approve this request.
013f05/09/06 - A FADESA INMOBILIARIA, S.A., A CORUNA E4971D103 None 5,418 1 Approve Individual and Consolidated For For Mgmt Financial Statements and Management Report, Allocation of Income and Distribution of Dividend of EUR 0.41 Per Share, and Discharge Directors 2 Approve Ernst & Young, S.L. as Auditors for For For Mgmt 2006 3 Elect Directors For For Mgmt 4 Approve Increase in Capital Without For For Mgmt Preemptive Rights Through Issuance of Shares at a Nominal Value of EUR 0.10 per Share of the Same Class and Series; Authorize Board to Set the Conditions of the Capital Increase 5 Authorize Repurchase of Shares For For Mgmt 6 Amend Articles 15, 16 and 21 of the For For Mgmt Company's By-Laws Re: Convocation of General Meetings; Right of Attendance and Representation; Deliberation and Adoption of Resolutions 7 Amend Articles 8, 9, 11, 18 and 20 Re: For For Mgmt Publication and Announcement of Meeting Notice; Right of Information; Representation; Interventions; Adoption of Resolutions 8 Authorize Board to Ratify and Execute For For Mgmt Approved Resolutions 9 Approve Minutes of Meeting For For Mgmt 05/26/06 - A Far EasTone Telecommunication Co Ltd Y7540C108 03/27/06 140,600 1 Accept 2005 Financial Statements For For Mgmt 2 Approve Allocation of Income and Payment of For For Mgmt Cash Dividend of NTD 3.1 Per Share 3 Amend Articles of Association For For Mgmt 4 Amend Procedures Governing the Acquisition For For Mgmt or Disposal of Assets 5 Amend Endorsement and Guarantee Operating For For Mgmt Guidelines 6 Amend Operating Procedures for Loan of For For Mgmt Funds to Other Parties 7 Elect Directors and Supervisors For For Mgmt 8 Approve Release of Restrictions of For For Mgmt Competitive Activities of Directors 9 Other Business None None Mgmt 01/11/06 - A Fenner plc G33656102 None 1,243 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 3.85 Pence Per For For Mgmt Share 4 Re-elect David Buttfield as Director For For Mgmt 5 Elect David Campbell as Director For For Mgmt 6 Reappoint PricewaterhouseCoopers LLP as For For Mgmt Auditors of the Company 7 Authorise Board to Fix Remuneration of the For For Mgmt Auditors 8 Transact Other Business (Non-Voting) None None Mgmt 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 14,814,724 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 1,958,635 11 Authorise Ten Percent of the Ordinary For For Mgmt Shares for Market Purchase 05/16/06 - A Find Energy Ltd. *FE.* 317716108 03/27/06 3,991 1 Fix Number of Directors at Four For For Mgmt 2 Elect Directors William T. Davis, Robert C. For For Mgmt Cook, Richard A.N. Bonnycastle and Roderick M. Myers 3 Approve Collins Barrow Calgary LLP as For For Mgmt Auditors and Authorize Board to Fix Remuneration of Auditors 4 Other Business For Against Mgmt As we can not know the content of the issues to be raised under this item, we do not recommend shareholders approve this request. 03/23/06 - A First Choice Holidays Plc G68348104 None 41,286 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt As discussed in our 2005 AGM report, Paul Bowtell was paid 33% of basic salary as compensation for loss of entitlement to performance related benefits from his previous employment at British Gas. 3 Approve Final Dividend of 4.65 Pence Per For For Mgmt Share 4 Re-elect Sir Michael Hodgkinson as Director For For Mgmt 5 Re-elect Dermot Blastland as Director For For Mgmt 6 Re-elect Clare Chapman as Director For For Mgmt 7 Elect Susan Hooper as Director For For Mgmt 8 Elect Jeremy Hicks as Director For For Mgmt 9 Elect Giles Thorley as Director For For Mgmt 10 Reappoint KPMG Audit Plc as Auditors and For For Mgmt Authorise the Board to Determine Their Remuneration 11 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 5,297,784.08 12 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 794,667.61 13 Amend Articles and Memorandum of For For Mgmt Association Re: Indemnification 14 Authorise 52,977,840 Ordinary Shares for For For Mgmt Market Purchase 15 Amend Articles of Association Re: Treasury For For Mgmt Shares 05/17/06 - A Focus Energy Trust *FET.U* 34415R108 03/28/06 1,483 For Trust and Exchangeable Unitholders 1 Fix Number of Directors at Six For For Mgmt 2 Elect Directors Matthew J. Brister, John A. For For Mgmt Brussa, Stuart G. Clark, Derek W. Evans, James H. McKelvie and Gerald A. Romanzin 3 Approve KPMG LLP as Auditors and Authorize For For Mgmt Board to Fix Remuneration of Auditors 06/26/06 - S Focus Energy Trust *FET.U* 34415R108 05/26/06 827 1 Approve Plan of Arrangement For For Mgmt 2 Elect Clayton H. Woitas, David P. O'Brien, For For Mgmt and Jeff S. Lebbert as Directors 3 Amend Trust Unit Rights Incentive Plan For Against Mgmt Vote Recommendation The total cost of the company's plans of 3.23 percent is within the allowable cap for this company of 9.24 percent. We oppose the plan, however, because plan participation extends to non-employee directors. We support only limited participation by non-employee directors in such plans and to ensure accountability, we require that the company's plan(s) reflect an aggregate limit on non-employee director participation, and/or a specific limit on the maximum value or size of grants to non-employee directors. As directors are also plan administrators, to protect shareholders from self-dealing, these limits must ensure that director compensation involving treasury shares will be contained at a reasonable level. The Plan does not include an appropriate director limit, although it stipulates a 1% limit to any single participant. During 2005, no incentive rights were granted to outsider directors. Two outside directors holds no units, while the remaining three hold over 2.8 million units. The trust does not have minimum unit ownership requirements. 03/10/06 - A Fomento Economico Mexicano S.A. P4182H115 None 15,383 (Femsa) Annual Meeting Agenda - There are B Unit Shares Consisting of 5 B Shares and Another Set of Units Composed of 1 B Share and 4 D Shares; Only the B Portion of These Can Vote 1 Accept Financial Statements and Statutory For For Mgmt Reports For Fiscal Year Ended 2005 2 Approve Allocation of Income and Distribute For Against Mgmt Cash Dividends Because the company failed to disclose the dividend, which is basic information to which shareholders are entitled, and did not provide sufficient justification for its historically low dividend payout policy, this resolution does not warrant shareholder support. 3 Set Maximum Amount to be Allocated for For For Mgmt Share Repurchase Program 4 Elect Directors and Supervisory Board For For Mgmt Members and Determine Their Remuneration 5 Elect Board Committee Members For For Mgmt 6 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 7 Approve Minutes of Meeting For For Mgmt 04/27/06 - A/S Fondiaria SAI Spa (Formerly SAI) T4689Q101 04/24/06 25,078 Ordinary Business 1 Accept Financial Statements and Statutory For Mgmt Reports for the Fiscal Year 2005 2 Fix Number of Directors on the Board; Elect For Mgmt Directors; 3 Approve Remuneration of Board of Directors For Mgmt 4 Appoint Internal Statutory Auditors for the For Mgmt Three-Year Term 2006-2008; Approve Remuneration of Auditors 5 Elect External Auditors for the Six-Year For Mgmt Term 2006-2011; Fix Auditors' Remuneration 6 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares 7 Authorize Purchase Shares of in 'Premafin For Mgmt Finanziaria SpA - Holding di Partecipazioni', Fondiaria-SAI's Major Shareholder with a 34.24 Percent Stake Special Business 1 Amend Article 5 of Company's Bylaws, For Mgmt Relative to the Part of Share Capital Reserved to the Carrying on of the Damage and Life Insurance Business 2 Amend Article 5 of Company's Bylaws in For Mgmt Accordance to Article 2441(4) of Italian Civil Code 3 Approve Stock Option Plan for Executive For Mgmt Directors and Managers of Fondiaria SAI SpA and its Subsidiaries; Approve Issue of up to 15 Million Shares to Implement the Scheme; Amend Article 5 of Company's Bylaws Accordingly Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/21/06 - A FORNIX BIOSCIENCES N3339L104 None 300 1 Open Meeting None Mgmt 2 Receive Announcements None Mgmt 3 Receive Report of Management Board None Mgmt 4a Approve Financial Statements and Statutory For Mgmt Reports 4b Receive Explanation on Company's Reserves None Mgmt and Dividend Policy 4c Approve Dividends of EUR 1.05 Per Share For Mgmt 5 Approve Discharge of Management Board For Mgmt 6 Approve Discharge of Supervisory Board For Mgmt 7 Approve Shares Plan for Employees and For Mgmt Management Board 8 Approve Remuneration Report For Mgmt 9 Ratify KPMG Accountants N.V. as Auditors For Mgmt 10 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 11 Allow Questions None Mgmt 12 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/02/06 - A/S Fortis Inc. *FTS.* 349553107 03/17/06 4,576 1 Elect Directors Peter E. Case, Bruce Chafe, For For Mgmt Geoffrey F. Hyland, Linda L. Inkpen, H. Stanley Marshall, John S. McCallum, David G. Norris, Michael A. Pavey and Roy P. Rideout 2 Approve Ernst & Young LLP as Auditors and For For Mgmt Authorize Board to Fix Remuneration of Auditors 3 Approve Stock Option Plan For For Mgmt Pay for Performance Analysis ISS has recently implemented a pay-for-performance assessment. In assessing CEO pay, ISS looks for correlation between CEO's pay and the company's total shareholder return. Fortis' total shareholder returns for the one- and three-year periods were 44% and 27% respectively, outperforming a peer group of ten Utilities within the TSX Composite Index, which returned 21% and 17 percent over one- and three-year periods, respectively. CEO H. Stanley Marshall, received an estimated $2,356,495 in total direct compensation in 2005, which is an increase of 5.1% over 2004 levels. In 2005 his target bonus was set at 55% of annual base salary, and bonuses of approximately two times target are authorized when corporate performance is exceptional. The Compensation Committee has provided no specific reasons for the 2005 cash bonus of $715,000 awarded to the CEO, which is 110% of his 2005 salary. He received 88,292 stock options which vest over a four year period. He also received 16,250 restricted shares that mature after three years at which time a cash payment is made after evaluation by the Committee on the achievement of pre-determined personal objectives and overall corporate performance measured by total return of the company against the TSX Utilities Index over the three-year period. Marshall also participates in the Defined Benefits Registered Pension Plan, and is party to an agreement with the company that provides a supplemental pension payment upon retirement. The combination of these pension payments entitle him to receive an annual payment following retirement after April 30, 2006, equal to 70% of his highest three-year average base salary and annual cash bonus. Based on actual compensation to date, the estimated annual pension benefit to be paid is $878,500. Vote Recommendation The total cost of the company's plans of 2.74 percent is within the allowable cap for this company of 3.11 percent. Additionally, this plan expressly forbids repricing and does not include non employee directors as eligible participants. 4 Amend Employee Stock Purchase Plan For For Mgmt 05/31/06 - A/S Fortis SA/NV B4399L102 None 55,561 Ordinary Business 1 Open Meeting None Mgmt 2.1.1 Receive Directors' Report None Mgmt 2.1.2 Receive Consolidated Financial Statements None Mgmt 2.1.3 Accept Financial Statements For Mgmt 2.1.4 Approve Allocation of Income For Mgmt 2.2.1 Receive Explanation on Company's Dividend None Mgmt Policy 2.2.2 Approve Dividends of EUR 1.16 per Fortis For Mgmt Unit 2.3.1 Approve Discharge of Directors For Mgmt 2.3.2 Approve Discharge of Auditors For Mgmt 3 Discussion on Company's Corporate None Mgmt Governance Structure 4 Elect Directors For Mgmt 4.3 Ratify PricewaterhouseCoopers as Auditors For Mgmt Special Business 5.1 Receive Directors' Special Report on None Mgmt Authorized Capital 5.2 Authorize Board to Issue Shares in the For Mgmt Event of a Public Tender Offer or Share Exchange Offer 6.1 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 6.2 Authorize Reissuance of Repurchased Shares For Mgmt 7 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 03/16/06 - A Fortum Oyj (Formerly Neste Oy) X2978Z118 03/06/06 53,584 Matters Pertaining to the AGM as Stated in the Company's Articles of Association (Items 1.1-1.13) 1.1 Receive Financial Statements and Statutory None Mgmt Reports 1.2 Receive Auditor's Report None Mgmt 1.3 Receive Supervisory Board Report None Mgmt 1.4 Accept Financial Statements and Statutory For Mgmt Reports 1.5 Approve Allocation of Income and Dividends For Mgmt of EUR 1.12 Per Share 1.6 Approve Discharge of Board of Directors, For Mgmt Supervisory Board, and President 1.7 Approve Remuneration of Directors and For Mgmt Members of Supervisory Board 1.8 Approve Auditor Remuneration For Mgmt 1.9 Fix Number of Supervisory Board Members and For Mgmt Auditors 1 Elect Supervisory Board Member For Mgmt 1.11 Fix Number of Directors at 7 For Mgmt 1 Elect Directors For Mgmt 1.13 Elect Deloitte & Touche Oy as Auditor For Mgmt 2 Authorize Repurchase of Up to Five Percent For Mgmt of Issued Share Capital Shareholder Proposals 3 Shareholder Proposal: Establish Nomination None ShrHold Committee 4 Shareholder Proposal: Dissolve Supervisory None ShrHold Board Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 02/28/06 - S FOXCONN INTERNATIONAL HOLDINGS LTD G36550104 None 134,829 1 Approve Purchase Supplemental Agreement and For For Mgmt Annual Caps 2 Approve Product Sales Supplemental For For Mgmt Agreement and Annual Caps 06/08/06 - A FOXCONN INTERNATIONAL HOLDINGS LTD G36550104 06/02/06 47,915 1 Accept Financial Statements and Statutory For For Mgmt Reports 2a Reelect Chin Wai Leung, Samuel as Director For For Mgmt and Authorize Board to Fix His Remuneration 2b Reelect Chang Ban Ja, Jimmy as Director and For For Mgmt Authorize Board to Fix His Remuneration 2c Reelect Gou Hsiao Ling as Director and For For Mgmt Authorize Board to Fix Her Remuneration 3 Reappoint Deloitte Touche Tohmatsu as For For Mgmt Auditors and Authorize Board to Fix Their Remuneration 4 Authorize Repurchase of Up to 10 Percent of For For Mgmt Issued Share Capital 5 Approve Issuance of Equity or Equity-Linked For Against Mgmt Securities without Preemptive Rights As the share issuance amount is subject to abuse by Hong Kong companies, in the absence of language restricting both discounts and the authority to refresh the share issuance amounts without prior shareholder approval, a vote against is recommended. 6 Authorize Reissuance of Repurchased Shares For For Mgmt 7 Approve Issuance of Shares Pursuant to For For Mgmt Share Scheme 8 Approve Issuance of Shares Pursuant to For Against Mgmt Share Option Scheme We note that the share option scheme, whose terms this request is being made under, allows for an excessive level of dilution at 10 percent and provides for a total dilution with all existing or later proposed plans at an even higher rate of 30 percent. We believe that shares available under all stock plans should represent no more than 5 percent of issued capital at the time of approval. Given the high level of dilution under this plan, we recommend a vote against this resolution. 9 Amend Articles of Association For For Mgmt 05/10/06 - A Fresenius AG D27348107 None 1,603 Meeting For Ordinary and Preference Shareholders; Only Ordinary Shareholders Can Vote 1 Receive Financial Statements and Statutory None Mgmt Reports 2 Approve Allocation of Income and Dividends For Mgmt of EUR 1.48 per Ordinary Share and EUR 1.51 per Preference Share 3 Approve Discharge of Management Board For Mgmt 4 Approve Discharge of Supervisory Board For Mgmt 5 Approve Creation of EUR 12.8 Million and For Mgmt EUR 6.4 Million Pools of Capital without Preemptive Rights 6 Adopt New Articles of Association For Mgmt 7 Ratify KPMG Deutsche Treuhand-Gesellschaft For Mgmt AG as Auditors Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/10/06 - S Fresenius AG D27348107 None 1,603 Meeting For Preference Shareholders 1 Approve Creation of EUR 12.8 Million and For Mgmt EUR 6.4 Million Pools of Capital without Preemptive Rights Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/09/06 - A FRIGOGLASS SA X3031A108 None 714 1 Approve Reports of the Board of Directors For Mgmt and of the Auditor on the Financial Statements for Fiscal Year 2005 2 Accept Individual and Consolidated For Mgmt Financial Statements 3 Approve Discharge of Board and Auditors For Mgmt 4 Approve Directors' Remuneration for 2005 For Mgmt and Preapprove Their Remuneration for 2006 5 Elect Auditors and Determination of Their For Mgmt Fees 6 Approve Dividends For Mgmt 7 Authorize Capitalization of Reserves for For Mgmt Bonus Issue and Increase in Par Value 8 Approve Reduction in Share Capital Via For Mgmt Decrease In Par Value to Set-off Losses 9 Amend Articles Re: Codification For Mgmt 10 Elect Directors For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/10/06 - A Fugro NV N3385Q197 None 26,130 1 Open Meeting None Mgmt 2 Receive Report of Management and None Mgmt Supervisory Board 3 Approve Financial Statements and Statutory For Mgmt Reports 4 Approve Discharge of Management Board For Mgmt 5 Approve Discharge of Supervisory Board For Mgmt 6a Approve Company's Reserves and Dividend For Mgmt Policy 6b Approve Dividends of EUR 0.60 Per Share For Mgmt 7 Ratify KPMG Accountants as Auditors For Mgmt 8a Reelect F.H. Schreve to Supervisory Board For Mgmt 8b Reelect Th. Smith to Supervisory Board For Mgmt 8c Elect G-J. Kramer to Supervisory Board For Mgmt 9a Elect P. van Riel to Management Board For Mgmt 9b Elect A. Steenbakker to Management Board For Mgmt 10 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 11 Grant Board Authority to Issue All For Mgmt Authorized Yet Unissued Shares and Restricting/Excluding Preemptive Rights 12 Allow Questions None Mgmt 13 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/29/06 - A Fuji Machine Mfg. Co. Ltd. *6134* J14910103 03/31/06 1,764 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 7.5, Final JY 10, Special JY 0 The payout ratio is 8 percent based on either parent-only or consolidated earnings.a?? 2 Amend Articles to: Decrease Maximum Board For For Mgmt Size - Authorize Public Announcements in Electronic Format - Limit Rights of Odd-lot Holders - Limit Liability of Directors and Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. First, the company wants to limit rights of odd-lot shareholders to bring shareholder lawsuits. As odd-lot shareholders would be extremely unlikely to bring shareholder lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. Next, the company is decreasing the maximum number of directors on the board from 12 to 8, in connection with the introduction of an executive officer system in order to strengthen the management structure by speeding up the decision-making process. The company would still have one vacant seats on the board following this meeting. Finally, the company seeks the authority to impose limits on the legal liability of directors and internal auditors, and of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 7 are all insiders. Candidates 7 is executive who is new to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 4 Approve Retirement Bonus for Director and For Against Mgmt Special Payments to Continuing Directors and Statutory Auditors in Connection with Abolition of Retirement Bonus System This item requests shareholder approval for payments in lieu of retirement bonuses to the 6 continuing directors and 4 continuing internal auditors. The board is requesting the authority to make these payments now, because it plans to abolish the retirement bonus system effective upon conclusion of this meeting. ISS supports the abolition of the retirement bonus system, because 3 of the auditors have been designated as independent, we see no alternative but to recommend opposing the whole item. 5 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors and Statutory Auditors The ceilings would be raised from JY 28 million per month (JY 336 million per year) to JY 350 million per year for directors, and from JY 5 million per month to JY 60 million per year for auditors. The ceilings were last adjusted in 1997 for directors and internal auditors. After this meeting, the number of directors will be 7 and that of auditors will be 4. These changes are being requested because of increases in the cost of living since the ceiling was last raised and due to the abolition of the retirement bonus system. Because the new ceilings are not especially high, and because the company has been profitable, we see no reason to oppose this resolution. 06/29/06 - A Furukawa Co. Ltd. *5715* J16422131 03/31/06 17,825 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 3, Special JY 0 The payout ratio is 23 percent based on consolidated earnings, or 65 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Limit Rights of Odd-lot For For Mgmt Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Directors and Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. The company also seeks the authority to impose limits on the legal liability of directors and statutory auditors, and of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 and 2 are executives who are new to the board. Following this meeting, there will be one outsider on the board. 3.2 Elect Director --- For 4 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates. The nominee for independent auditor is a current senior executive officer of the company's largest shareholder with a 7 percent stake in the company, therefore he cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 5 Appoint Alternate Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. The candidate is currently the president of company's large shareholder with a 2 percent stake in the company. 6 Approve Retirement Bonuses for Directors For Against Mgmt and Statutory Auditors One of the retiring auditors has been designated by the company as independent. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing the whole item. 7 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors and Statutory Auditors The company seeks to express the compensation ceilings for directors and statutory auditors as yearly, rather than monthly, ceilings. This will allow the company greater flexibility with respect to the timing of bonus payments, which under the new corporate law are now included in the compensation ceilings. We do not oppose this resolution. 06/29/06 - A Furusato Industries *8087* J16548109 03/31/06 1,154 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 10, Final JY 27, Special JY 0 The payout ratio is 20 percent based on consolidated earnings, or 40 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize Public For For Mgmt Announcements in Electronic Format - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Directors and Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. First, the company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. Next, the company seeks the authority to impose limits on the legal liability of directors and internal auditors in the event of a shareholder lawsuit. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. In addition, the company seeks the authority to impose limits on the legal liability of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors and Statutory Auditors The ceilings would be raised from JY 10 million per month (JY 120 million per year) to JY 180 million per year for directors, and from JY 2 million per month (JY 24 million per year) to JY 30 million per year for auditors. The ceilings were last adjusted in 1991 for directors and internal auditors. After this meeting, the number of directors will be 7 and that of auditors will be 3. These changes are being requested because annual bonuses are now part of the ceiling. Because the new ceilings are not especially high, and because the company has been profitable, we see no reason to oppose this resolution. 06/27/06 - A Futaba Industrial Co. Ltd. *7241* J16800104 03/31/06 2,665 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 12, Final JY 12, Special JY 2 The payout ratio is 16 percent based on consolidated earnings, or 17 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Reduce Directors Term in Office - Limit Rights of Odd-lot Holders - Limit Liability of Non-Executive Directors, Statutory Auditors, and Audit Firm The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. First, the company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. Second, the company seeks the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. However, the company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. What is more, the company seeks to limit the liability of its external audit firm in the event of a shareholder lawsuit. We believe this may have a negative impact on the quality of the audit function, and we recommend that shareholders oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 15 are all insiders. Candidates 14 and 15 are executives who are new to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 3.11 Elect Director --- For 3.12 Elect Director --- For 3.13 Elect Director --- For 3.14 Elect Director --- For 3.15 Elect Director --- For 4 Appoint Internal Statutory Auditor For For Mgmt The nominee is not designated by the company as independent, and we have no reason to oppose his nomination. 5 Approve Retirement Bonus for Statutory For For Mgmt Auditor The retiring auditor has not been classified as independent, and we have no reason to oppose this resolution. 06/27/06 - A FUYO GENERAL LEASE CO LTD *8424* J1755C108 03/31/06 1,719 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 15, Final JY 18, Special JY 0 The payout ratio is 7 percent based on consolidated earnings, or 8 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. The income allocation does not include bonuses to directors or statutory auditors. 2 Amend Articles to: Limit Rights of Odd-lot For Against Mgmt Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Non-Executive Directors, Statutory Auditors, and Audit Firm The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. The company also wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. In addition, the company seeks the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. However, the company also seeks to limit the liability of its external audit firm in the event of a shareholder lawsuit. We believe this may have a negative impact on the quality of the audit function, and we recommend that shareholders oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 7 are insiders, while candidate 8 is an outside director candidate. Candidate 7 is an executive who is new to the board. Following this meeting, there will be 1 outsider on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For Candidate 8 has been designated as an outside director. ISS considers him to be an affiliated outsider, as he is an advisor to TEPCO, which has a business partnership with the company. 4.1 Appoint Internal Statutory Auditor For For Mgmt The nominee is not designated by the company as independent, and we have no reason to oppose his/her nomination. 4.2 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the second nominee for independent auditor -- former executive office and long-time employee of the company's main bank and one of the company's largest shareholders with a 3 percent stake in the company -- cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 5 Approve Retirement Bonus for Statutory For For Mgmt Auditor The retiring auditor has not been classified as independent, and we have no reason to oppose this resolution. 09/22/05 - S GALILEO SHOPPING AMERICA TRUST Q3972D119 09/20/05 33,362 1 Ratify Past Issuance of 58.88 Million For For Mgmt Galileo Shopping America Trust Units on Aug. 10, 2005 The board is seeking shareholder ratification for the issuance by Galileo Shopping America Trust (GSA) of 58.88 million GSA units at AUD 1.12 each ($0.85 )via an institutional placement to fund the acquisition of the New Plan property portfolio and restructure of the Galileo America, LLC joint venture. The issue represents 12.49 percent of the company's outstanding share capital, which is within ISS guidelines for issuances without preemptive rights. 2 Approve Issuance of Galileo Shopping For For Mgmt America Trust Units to an Underwriter of the Distribution Reinvestment Plan This item refers to the issuance of units to Merril Lynch, the underwriter of GSA's Distribution Reinvestment Plan (DRP). The DRP allows unitholders to invest cash distributions in additional GSA units without incurring brokerage or other costs, at a discount determined by the responsible entity. Approval is sought so that the issued units will not be counted towards the 15 percent limit set by the Listing Rules, for share issuances without preemptive rights. The units that will be issued to Merril Lynch are those not taken up by existing shareholders under the DRP. ISS deems that the associated risk to shareholder rights under this proposal is minimal. We therefore recommend that shareholders vote for this item. 02/15/06 - S GallifordTry Plc (Formerly Galliford G37100107 None 9,324 plc) 1 Approve Acquisition of Chartdale Limited For For Mgmt 2 Approve Transaction with a Related Party For For Mgmt Re: Proposed Purchase By Greg Fitzgerald, a Director of the Company of a Property from Gerald Homes Limited 03/30/06 - S GallifordTry Plc (Formerly Galliford G37100107 None 9,324 plc) 1 Approve Acquisition of Morrison For For Mgmt Construction Division Pursuant Upon the Placing Agreement 2 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 2,341,737.65 (Placing Agreement); Otherwise up to GBP 4,316,370 3 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 2,341,737.65 (Placing Agreement); Otherwise up to GBP 684,181 05/10/06 - A/S Gammon Lake Resources Inc. *GAM.* 364915108 04/07/06 5,791 1 Elect Directors Fred George, Bradley H. For For Mgmt Langille, Colin P. Sutherland, Alejandro Caraveo, Dale M. Hendrick, Kent L. Noseworthy, Frank Conte and Canek Rangel 2 Approve KPMG LLP as Auditors and Authorize For For Mgmt Board to Fix Remuneration of Auditors 3 Amend Stock Option Plan For Against Mgmt Pay for Performance ISS has recently implemented a pay-for-performance assessment, looking for correlation between CEO's pay and the company's total shareholder return. Specifically if a company has negative one- and three-year fiscal total shareholder returns, and its CEO also had an increase in total direct compensation from the prior year, it would require closer scrutiny. If more than half of the increase in total direct compensation is attributable to equity compensation, ISS may recommend a vote against an equity-based compensation plan in which the CEO participates. The assessment applies to TSX Composite Index companies that have at least three fiscal years of stock price history and have had the same CEO in place for the past two fiscal years. Gammon Lake's total shareholder returns for the one- and three-year periods were 6% and 85% respectively. From the company's information circular, Bradley Langille, CEO received $1,759,401 in total direct compensation in 2005, which is a decrease of 34 percent over 2004 levels. ISS will continue to monitor the CEO's pay in relation to the company's performance. Vote Recommendation The total cost of the company's plans of 3.30 percent is within the allowable cap for this company of 4.14 percent. However we oppose the plan does not provide a limit on participation by non-employee directors. We note the company has been conservative in the past in granting options to non-employee directors until this year, in which the four independent directors shared 405,000 stock options. As the sudden increase in director pay at Gammon Lake shows, this plan provides for fully discretionary participation outside directors. This gives rise to the possibility of self-dealing by directors in options. Directors who are able to grant themselves options without limit could find their independence compromised. 4 Approve Stock Option Plan Grants and For Against Mgmt Authorize Board to Amend Terms of Existing Options Given our opposition to the option plan above, we do not recommend shareholders approve this grant. Further, we question the size of the most recent option grant to outside directors. The value of the 405,000 share option grant averages out to compensation topping $200,000 per non-employee director (based on a binomial option value of $2.03), which exceeds Canadian director pay standards by a considerable margin. 5 Amend Bylaws For Against Mgmt We have established a quorum of the holders of 25% of shares as an acceptable minimum for a company with no major shareholders. As such, we recommend shareholders vote against this proposal. 06/14/06 - A/S Garda World Security Corporation *GW.* 36485M109 04/28/06 826 1 Elect Directors Stephan D. Cretier, For For Mgmt Jean-Luc Landry, Francois Plamondon, Pierre-Hubert Seguin and Jacques Vasseur 2 Approve PricewaterhouseCoopers LLP as For Against Mgmt Auditors and Authorize Board to Fix Remuneration of Auditors The company is paying its auditor a high level of fees for services not related to the audit function (68.8% of the total). ISS believes excessive fees generated from non-audit services could pose a potential conflict of interest for the audit firm and interfere with its independent judgment. As such, we recommend withholding votes from the appointment of auditors. 3 Approve Stock Option Plan For Against Mgmt Vote Recommendation The total cost of the plan of 6.80 percent is within the allowable cap for this company of 9.61 percent. However, plan participation extends to non-employee directors. We support only limited participation by non-employee directors in such plans and to ensure accountability, we require that the company's plan(s) reflect an aggregate limit on non-employee director participation, and/or a specific limit on the maximum value or size of grants to non-employee directors. As directors are also plan administrators, to protect shareholders from self-dealing, these limits must ensure that director compensation involving treasury shares will be contained at a reasonable level. The Plan does not include a director limit. However, we note that the company did not grant any options to its non-employee directors during the past fiscal year. As of January 31, 2006, four outside directors have a total of 350,000 options outstanding, representing approximately 1.3% of the outstanding shares upon exercise. Two outside directors hold no common shares, while the other two collectively hold approximately 0.6% of the outstanding shares. The company does not have minimum share ownership requirements. 06/30/06 - A Gazprom OAO 368287207 05/12/06 5,308 Meeting for Holders of ADRs 1 APPROVE THE ANNUAL REPORT OF OAO GAZPROM For For Mgmt FOR 2005. 2 APPROVE THE ANNUAL ACCOUNTING STATEMENTS, For For Mgmt INCLUDING THE PROFIT AND LOSS REPORT OF THE COMPANY BASED ON THE RESULTS OF 2005. 3 APPROVE THE DISTRIBUTION OF PROFIT OF THE For For Mgmt COMPANY BASED ON THE RESULTS OF 2005. 4 APPROVE THE AMOUNT OF TIME FOR AND FORM OF For For Mgmt PAYMENT OF ANNUAL DIVIDENDS ON THE COMPANY S SHARES THAT HAVE BEEN PROPOSED BY THE BOARD OF DIRECTORS OF THE COMPANY. 5 PAY REMUNERATION TO MEMBERS OF THE BOARD OF For Against Mgmt DIRECTORS AND AUDIT COMMISSION OF THE COMPANY IN THE AMOUNTS RECOMMENDED BY THE BOARD OF DIRECTORS OF THE COMPANY. As the company's rationale for proposing such excessive increases in director remuneration does not appear to be sufficient, considering the low dividends the company has been paying to its shareholders for five years in a row, we must recommend a vote against this resolution. 6 APPROVE ZAO PRICEWATERHOUSECOOPERS AUDIT AS For For Mgmt THE COMPANY S EXTERNAL AUDITOR. 7 APPROVE THE PROPOSED CHANGES AND ADDITIONS For Against ShrHold TO THE CHARTER OF THE COMPANY. As the proposing shareholder has not disclosed rationale behind submitting this proposal or any further details regarding this resolution, a vote against this item is recommended. 8 APPROVE THE CHANGES TO THE CHARTER OF OAO For For Mgmt GAZPROM THAT HAVE BEEN PROPOSED BY THE BOARD OF DIRECTORS OF THE COMPANY. 9 REGARDING THE APPROVAL OF INTERESTED - For For Mgmt PARTY TRANSACTIONS THAT MAY BE ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE ORDINARY COURSE OF BUSINESS. (SEE ENCLOSURES FOR ADDITIONAL INFORMATION) 10.1 Elect A.D. Aleksandrovich as Member of For For Mgmt Audit Commission As shareholders must vote for only up to nine of the 13 nominees, and based on a lack of controversy regarding the current composition of the audit commission, we recommend that shareholders vote in favor of the incumbents: Arkhipov, Bikulov, Ishutin, Lobanova, and Malgin and withhold their votes for the remaining eight candidates. 10.2 Elect B.V. Kasymovich as Member of Audit For For Mgmt Commission 10.3 Elect B.L. Viktorovna as Member of Audit For Withhold Mgmt Commission See Item 10.1. 10.4 Elect B.V. Anatolievich as Member of Audit For Withhold Mgmt Commission See Item 10.1. 10.5 Elect V. Denis Igorevich as Member of Audit For Withhold Mgmt Commission See Item 10.1. 10.6 Elect V.N. Grigorievich as Member of Audit For Withhold Mgmt Commission See Item 10.1. 10.7 Elect G.A. Alekseevich as Member of Audit For Withhold Mgmt Commission 10.8 Elect I.R. Vladimirovich as Member of Audit For For Mgmt Commission 10.9 Elect L.N. Vladislavovna as Member of Audit For For Mgmt Commission 10.10 Elect M.O. Vyacheslavovich as Member of For For Mgmt Audit Commission 10.11 Elect S.V. Mikhailovich as Member of Audit For Withhold Mgmt Commission See Item 10.1. 10.12 Elect S.S. Mikhailovna as Member of Audit For Withhold Mgmt Commission See Item 10.1. 10.13 Elect S. Yuri Ivanovich as Member of Audit For Withhold Mgmt Commission See Item 10.1. 06/22/06 - A GeK Group of Companies(frmely Hermes X3316R115 None 2,227 Real Estate) 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Approve Allocation of Income and Dividends For Mgmt 3 Approve Discharge of Board and Auditors For Mgmt 4 Appoint Auditors and Deputy Auditors and For Mgmt Determination of Their Fees 5 Authorize Board and Managers of the Company For Mgmt to Participate in Boards and Management of Similar Companies 6 Other Business For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/21/06 - A Genting Berhad Y26926116 None 36,959 1 Accept Financial Statements and Statutory For For Mgmt Reports for the Financial Year Ended Dec. 31, 2005 2 Approve Final Dividend of MYR 0.19 Per For For Mgmt Share for the Financial Year Ended Dec. 31, 2005 3 Approve Remuneration of Directors in the For For Mgmt Amount of MYR 595,000 for the Financial Year Ended Dec. 31, 2005 4 Elect Mohammed Hanif bin Omar as Director For For Mgmt 5 Elect R. Thillainathan as Director For For Mgmt 6 Elect Mohd Amin bin Osman as Director For For Mgmt 7 Elect Gunn Chit Tuan as Director For For Mgmt 8 Approve PricewaterhouseCoopers as Auditors For For Mgmt and Authorize Board to Fix Their Remuneration 9 Approve Issuance of Equity or Equity-Linked For For Mgmt Securities without Preemptive Rights in Any Amount Up to 10 Percent of Issued Share Capital 10 Authorize Repurchase of Up to 10 Percent of For For Mgmt Issued Share Capital 06/29/06 - A GEO Co., Ltd. *2681* J1710A106 03/31/06 44 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 2000, Final JY 2200, Special JY 0 The payout ratio is 20 percent based on consolidated earnings, or 45 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Increase Authorized For For Mgmt Capital - Limit Directors' Legal Liability - Authorize Public Announcements in Electronic Format - Update Terminology to Match that of New Corporate Law - Limit Liability of Statutory Auditors The company wants to increase the authorized capital by just 0.94 shares from 1,999,999.06 to 2,000,000 in order to restore the former level after the cancellation of 0.94 shares in the fiscal year under review. ISS sees no reason to oppose this change. The company also seeks the authority to impose limits on the legal liability of directors and internal auditors by board resolution, and of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Approve Reduction in Capital Reserves For For Mgmt Geo seeks to reduce its capital reserves from JY 6.382 billion to JY 2.131 billion. The money will be transfered to "other capital surplus", from which it will be available for share buybacks. In light of the condition of the company's balance sheet and its shareholding profile, we do not oppose this resolution. 4 Approve Corporate Split Agreement and For For Mgmt Transfer of Sales Operations to Wholly-Owned Subsidiary As the assets in question are being transferred to a wholly-owned subsidiary, Geo shareholders will retain ultimate ownership of these assets. We have no reason to oppose this resolution. 5 Appoint External Auditors For For Mgmt The company seeks to appoint Deloitte Touche Tohmatsu & Co. as its external audit firm in place of BDO Sanyu & Co. We note that the outgoing auditors submitted an unqualified report for the year under review. 04/20/06 - A GEOX SPA T50283109 04/18/06 9,756 Annual Meeting Agenda 1 Accept Financial Statements, Consolidated For Mgmt Accounts, and Statutory Reports Relative to Fiscal Year 2005 2 Ratify the Company's Stock Option Plan in For Mgmt Favor of Directors Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/27/06 - A/S Gerdau S.A. P2867P113 None 13,898 Annual Meeting Agenda - Preferred Shareholders Are Entitled to Vote on Items 3 and 4. They May Vote on Item 3 if they Hold At Least 10 Percent of the Company's Capital 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Allocation of Income For For Mgmt 3 Elect Directors and Fix their Remuneration For For Mgmt 4 Elect Supervisory Board Members and Fix For For Mgmt their Remuneration 5 Amend Article 2 Pursuant to the Company's For For Mgmt Restructuring in 2005 6 Amend Article 4 to Reflect Changes in For For Mgmt Capital 7 Amend Article 5 Re: the Requirement for For For Mgmt Board Members to Submit a Consent Form Regarding their Adherence to Bovespa's Level 1 Corporate Governance Listing Segment 8 Approve Cancellation of Series 13 Debenture For For Mgmt Issuance 9 Consolidate Bylaws in Light of the Proposed For For Mgmt Amendments 10 Re-ratify the Inclusion of the Real Estate For For Mgmt Property in the EGM Minutes for May 31, 1995 and June 30, 1997 06/08/06 - A Gerry Weber International AG D95473225 05/18/06 254 1 Receive Financial Statements and Statutory None Mgmt Reports for Fiscal 2005 2 Approve Allocation of Income and Dividends For Mgmt of EUR 0.40 per Share 3 Approve Discharge of Management Board for For Mgmt Fiscal 2005 4 Approve Discharge of Supervisory Board for For Mgmt Fiscal 2005 5 Ratify RSM Hemmelrath GmbH as Auditors for For Mgmt Fiscal 2006 Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 02/02/06 - A/S Gildan Activewear Inc. *GIL.* 375916103 12/15/05 3,152 1 Elect Directors For For Mgmt 2 Ratify KPMG LLP as Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt ISS originally opposed this resolution based on the fact that non-employee directors have the ability to participate in the LTIP on a discretionary basis. While this is still currently a concern, upon further review we note that non-employee directors at Gildan have not received options for several years, nor is it the intent to grant outside director future options. As well, we have communicated with the company who has confirmed that the board of directors will be meeting to discuss the further amendment of the LTIP, specifically to prohibit outside director options. On the basis of this new information, we have amended our original vote recommendation, and now recommend shareholders support this resolution. 04/07/06 - A Givaudan SA H3238Q102 None 223 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Approve Discharge of Board and Senior For Mgmt Management 3 Approve Allocation of Income and Dividends For Mgmt of CHF 17.60 per Share 4 Approve CHF 2 Million Reduction in Share For Mgmt Capital Through Cancellation of 200,000 Registered Shares 5 Approve Creation of CHF 10 Million Pool of For Mgmt Capital with Preemptive Rights 6 Elect Directors For Mgmt 7 Ratify PricewaterhouseCoopers SA as Auditors For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/17/06 - A GlaxoSmithKline PLC (formerly Glaxo G3910J112 None 83,529 Wellcome Plc ) 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Elect Moncef Slaoui as Director For For Mgmt 4 Elect Tom de Swaan as Director For For Mgmt 5 Re-elect Lawrence Culp as Director For For Mgmt 6 Re-elect Sir Crispin Davis as Director For For Mgmt 7 Re-elect Ronaldo Schmitz as Director For For Mgmt 8 Reappoint PricewaterhouseCoopers LLP as For For Mgmt Auditors of the Company 9 Authorize Audit Committee to Fix For For Mgmt Remuneration of Auditors 10 Approve the Company to Make EU Political For For Mgmt Organisation Donations up to GBP 50,000 and Incur EU Political Expenditure up to GBP 50,000 11 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 485,201,557 12 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 72,780,233 13 Authorise 582,241,869 Ordinary Shares for For For Mgmt Market Purchase 04/10/06 - A/S GRENDENE SA P49516100 None 9,059 Annual Meeting Agenda Ordinary Business 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Allocation of Income and Dividends For For Mgmt 3 Elect Directors for Two Year Terms and Fix For For Mgmt their Remuneration Special Meeting Agenda 4 Authorize Capitalization of Fiscal For For Mgmt Incentive Reserve for a Value of BRL 25.7 Million and Subsidy for Investments Related to Benefits Granted by the State of Ceara for a Value of BRL 83.9 Million 5 Amend Articles to Reflect Changes in Capital For For Mgmt 6 Amend Bylaws Pursuant to the New Novo For Against Mgmt Mercado Regulations Although the company is amending its bylaws pursuant to the Novo Mercado regulations, our policy is to examine the actual proposed amendments in order to fully assess their impact on shareholders. Because the company has failed to disclose essential information regarding this item, it is uncertain whether the proposed modifications would negatively impact shareholder value. Therefore, we do not support this request. 7 Consolidate Bylaws For Against Mgmt In accordance with our recommendation against Item 6, we cannot recommend support for this resolution. 10/19/05 - S GRINDROD LIMITED S3302L102 None 13,601 Special Meeting Agenda 1 Approve a One for Five Stock Split and For For Mgmt Subsequent Reduction of Nominal Value from ZAR 0.01 Per Share to ZAR 0.002 Per Share 2 Amend Articles of Association Re: For For Mgmt Electronic Delivery and Receive Proxies by Personal or Postal Delivery 04/27/06 - A/S Groupe Danone F12033134 None 18,065 Ordinary Business 1 Approve Financial Statements and Statutory For Mgmt Reports 2 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 3 Approve Allocation of Income and Dividends For Mgmt of EUR 1.70 per Share 4 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 5 Reelect Richard Goblet d'Alviella as For Mgmt Director 6 Reelect Christian Laubie as Director For Mgmt 7 Reelect Jean Laurent as Director For Mgmt 8 Reelect Hakan Mogren as Director For Mgmt 9 Reelect Benoit Potier as Director For Mgmt 10 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 11 Authorize Issuance of Bonds/Debentures in For Mgmt the Aggregate Value of EUR 4 billion Special Business 12 Approve Employee Savings-Related Share For Mgmt Purchase Plan 13 Authorize Filling of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/23/06 - A/S Groupe Norbert Dentressangle F4655Q106 None 54 Ordinary Business 1 Approve Financial Statements and Statutory For Mgmt Reports 2 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 3 Approve Special Auditors' Report 2004 For Mgmt Regarding Related-Party Transactions 4 Approve Special Auditors' Report 2005 For Mgmt Regarding Related-Party Transactions 5 Approve Allocation of Income and Dividends For Mgmt of EUR 0.89 per Share 6 Ratify Cabinet Alain Bonniot & Associes as For Mgmt Auditor 7 Ratify Pascal Vuaillat as Alternate Auditor For Mgmt 8 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital Special Business 9 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares 10 Approve Issuance of Warrants without For Mgmt Preemptive Rights to be Reserved to Jean-Claude Michel, Patrick Bataillard, Francois Bertreau, and Herve Montjotin 11 Approve Employee Savings-Related Share For Mgmt Purchase Plan 12 Amend Articles of Association Re: Attend For Mgmt Board Meetings by Way of Videoconference and of Telecommunication 13 Authorize Filling of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/20/06 - A GRUPO AEROPORTUARIO DEL PACIFICO S A 400506101 03/27/06 4,922 DE C V Meeting for Holders of ADRs 1 PRESENTATION AND APPROVAL OR MODIFICATION, For For Mgmt AS APPLICABLE, OF THE REPORT OF MANAGEMENT. 2 PROPOSAL REGARDING THE APPLICATION OF THE For For Mgmt PROFITS AND DECLARATION OF DIVIDENDS IN ACCORDANCE WITH THE POLICIES APPROVED BY THE COMPANY. 3 PROPOSAL THAT THE NOMINATIONS AND For For Mgmt COMPENSATION COMMITTEE OF THE COMPANY CONSIST OF TWO MEMBERS, AS RECOMMENDED BY THE BOARD TO THE SHAREHOLDERS. 4 PROPOSAL, DISCUSSION AND APPOINTMENT, AS For For Mgmt APPLICABLE, OF THE MEMBER OF THE NOMINATIONS AND COMPENSATION COMMITTEE PROPOSED BY SERIES B SHAREHOLDERS. ACKNOWLEDGEMENT OF THE APPOINTMENT OF THE MEMBER OF THE NOMINATIONS AND COMPENSATION COMMITTEE PROPOSED 5 RECOGNITION OF ANY NEW SHAREHOLDERS OR For For Mgmt GROUP OF SHAREHOLDERS THAT OWN AT LEAST 10% OF THE OUTSTANDING CAPITAL STOCK OF THE COMPANY THAT ARE ENTITLED TO PROPOSE CANDIDATES FOR THE POSITION OF DIRECTOR, IF APPLICABLE. 6 ADOPTION OF SUCH RESOLUTIONS AS MAY BE For For Mgmt DEEMED NECESSARY OR CONVENIENT IN ORDER TO GIVE EFFECT TO THE DECISIONS REACHED IN RESPECT OF THE FOREGOING MATTERS. 05/25/06 - S GRUPO AEROPORTUARIO DEL PACIFICO S A 400506101 04/03/06 4,922 DE C V Meeting for Holders of ADRs 1 APPROVAL IN ACCORDANCE WITH ARTICLE 15 OF For For Mgmt THE COMPANY S BYLAWS, OF THE NUMBER OF DIRECTORS WHO WILL CONSTITUTE THE BOARD. 2 ELECTION BY THE HOLDERS OF THE COMPANY S For For Mgmt SERIES BB SHARES OF FOUR DIRECTORS OF THE COMPANY AND THEIR ALTERNATES 3 ELECTION OF THE CANDIDATES APPOINTED BY For For Mgmt NACIONAL FINANCIERA, S.N.C., FOR THE POSITIONS OF DIRECTOR AND ALTERNATE DIRECTOR. 4 APPOINTMENT OF ONE DIRECTOR TO SERVE AS A For For Mgmt MEMBER OF THE NOMINATIONS AND COMPENSATION COMMITTEE. 5 RECOGNITION OF ANY NEW SHAREHOLDER OR GROUP For For Mgmt OF SHAREHOLDERS THAT OWNS AT LEAST 10% OF THE OUTSTANDING CAPITAL STOCK. 6 DIRECTOR CANDIDATES PREPARED BY THE For For Mgmt NOMINATIONS AND COMPENSATION COMMITTEE, ELECTION OF SUCH CANDIDATES TO FILL VACANCIES. 7 Ratify Auditors For For Mgmt 8 RATIFICATION OF THE APPOINTMENT, OR For For Mgmt REPLACEMENT OF MEMBERS OF THE COMPANY S NOMINATIONS AND COMPENSATION COMMITTEE. 9 NOMINATIONS AND COMPENSATION COMMITTEE S For For Mgmt CONSIDERATION OF THE COMPENSATION TO BE PROVIDED TO MEMBERS. 10 ADOPTION OF SUCH RESOLUTIONS AS MAY BE For Against Mgmt DEEMED NECESSARY OR CONVENIENT IN ORDER TO GIVE EFFECT TO THE DECISIONS REACHED IN RESPECT OF THE FOREGOING MATTERS. Because we cannot know what issues will be raised, we cannot recommend support for this request. 05/25/06 - A Grupo Catalana Occidente (formerly E5701Q108 None 322 Catalana Occidente) 1 Accept Financial Statements and Statutory For For Mgmt Reports for Fiscal Year 12-31-05 2 Approve Allocation of Income For For Mgmt 3 Accept Consolidated Financial Statements For For Mgmt and Statutory Reports 4 Approve Discharge of the Board of Directors For For Mgmt 5 Elect Directors For For Mgmt 6 Approve Auditors For For Mgmt 7 Approve 5:1 Stock Split For For Mgmt 8 Amend Article 10 of the Company's By-Laws For For Mgmt and Articles 4.1.2 and 4.9 of the General Meeting Guidelines Re: Modifications to Article 97.5 of Spanish Company Law 9 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities without Preemptive Rights 10 Authorize Repurchase of Shares For For Mgmt 11 Authorize Board to Ratify and Execute For For Mgmt Approved Resolutions 12 Approve Minutes of Meeting For For Mgmt 10/06/05 - S Grupo Financiero Banorte S.A. P49501201 None 21,726 1 Approve Distribution of Cash Dividend For For Mgmt 2 Approve Increase in Variable Portion of For For Mgmt Capital 3 Elect Supervisory Board and Fix Their For For Mgmt Remuneration 4 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 5 Approve Minutes of Meeting For For Mgmt 04/28/06 - A Grupo Mexico SA de CV (fm. Nueva Gr. P49538112 None 85,128 Mexico SACV) Annual Meeting Agenda 1 Accept Individual and Consolidated For For Mgmt Financial Statements and Statutory Reports for Grupo Mexico and its Subsidiaries for Fiscal Year Ended 12-31-05; Accept Report From Supervisory Board 2 Accept Audit Committee Report For For Mgmt 3 Approve Allocation of Income For For Mgmt 4 Elect Members to the Board, Supervisory For For Mgmt Board, Executive Committee, Audit Committee and Corporate Practices Committee 5 Approve Remuneration of Directors, Board For For Mgmt Committees and Supervisory Board 6 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting Special Meeting Agenda 1 Amend Articles Re: Compliance with Mexican For For Mgmt Securities Regulations Passed December 30 2005 2 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 05/30/06 - A/S Gruppo Coin Spa T5246E101 05/26/06 912 Ordinary Business 1 Accept Financial Statements at Jan. 31, For Mgmt 2006 and Statutory Reports 2 Approve Remuneration of Directors for the For Mgmt Fiscal Year 2006 Special Business 1 Approve Plan of Merger by Incorporation of For Mgmt Bellini Investimenti Spa Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 03/17/06 - A GS Home Shopping Inc. (frmly LG Home Y2901Q101 12/31/05 403 Shopping Inc.) 1 Approve Appropriation of Income and For For Mgmt Dividends of KRW 3000 Per Share 2 Amend Articles of Incorporation to Add For For Mgmt Senior Vice President Position 3 Elect Directors For For Mgmt 4 Approve Limit on Remuneration of Directors For For Mgmt 10/10/05 - A Gujarat Ambuja Cements Ltd. Y2943F147 None 78,590 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Approve Dividends of INR 1.4 Per Share For Mgmt 3 Reappoint S. Neotia as Director For Mgmt 4 Reappoint V. Neotia as Director For Mgmt 5 Reappoint A.L. Kapur as Director For Mgmt 6 Reappoint A. Singhvi as Director For Mgmt 7 Reappoint B.L. Taparia as Director For Mgmt 8 Approve Dalal and Shah and S.R. Batliboi & For Mgmt Associates as Auditors and Authorize Board to Fix Their Remuneration 9 Approve Commission Remuneration of For Mgmt Nonexecutive Directors 10 Approve Stock Option Plan For Mgmt 11 Approve Stock Option Plan for Subsidiaries For Mgmt 12 Approve Reappointment and Remuneration of For Mgmt P. Sekhsaria, Executive Director Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/02/06 - A Gyrus Group plc G4211P104 None 13,697 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Re-elect Simon Shaw as Director For For Mgmt 4 Re-elect Michael Garner as Director For For Mgmt 5 Re-elect Charles Goodson-Wickes as Director For For Mgmt 6 Re-elect Brian Steer as Director For For Mgmt The Company had originally planned for Brian Steer to stand down in 2005, but his role was extended initially until mid-2007 to ensure management continuity and proper succession planning during a period of growth for the Group. RREV was disappointed in 2005 with this approach, especially given the time available beforehand to plan succession, therefore last year we recommended a vote against Brian Steer's re-election. This year it is proposed to extend his tenure a further six months in order to oversee the integration of ACMI. Given these circumstances and a clear date for his departure, we are this year recommending approval for both resolutions relating to Brian Steer. 7 Re-elect Charles Cummings as Director For For Mgmt 8 Approve the Extension of Brian Steer's For For Mgmt Service Contract 9 Reappoint KPMG Audit plc as Auditors and For For Mgmt Authorise the Board to Determine Their Remuneration 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 487,192 11 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 73,079 04/11/06 - A Haldex AB (Form.Garphyttan Industrier) W3924P122 04/05/06 1,567 1 Open Meeting; Elect Chairman of Meeting For For Mgmt 2 Prepare and Approve List of Shareholders For For Mgmt 3 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 4 Acknowledge Proper Convening of Meeting For For Mgmt 5 Approve Agenda of Meeting For For Mgmt 6 Receive President's Report None Abstain Mgmt 7 Receive Financial Statements and Statutory None Abstain Mgmt Reports; Receive Committee Reports 8a Approve Financial Statements and Statutory For For Mgmt Reports 8b Approve Discharge of Board and President For For Mgmt 8c Approve Allocation of Income and Dividends For For Mgmt of SEK 4 per Share 9 Determine Number of Members (7) and Deputy For For Mgmt Members (0) of Board 10 Approve Remuneration of Directors in the For For Mgmt Aggregate Amount of SEK 1.7 Million 11 Approve Remuneration of Auditors For For Mgmt 12 Reelect Sune Karlsson (Chairman), Arne For For Mgmt Karlsson, Kurt Palmgren, Bengt Stillstroem, Caroline Sundewall, Cecilia Vieweg, and Lars Westerberg as Directors 13 Reappoint PricewaterhouseCoopers AB as For For Mgmt Auditors 14 Authorize Representatives of Four of For For Mgmt Company's Largest Shareholders to Serve on Nominating Committee 15 Amend Articles Re: Various Changes to For For Mgmt Comply with New Swedish Companies Act; Editorial Changes 16 Authorize Repurchase of Up to Ten Percent For For Mgmt of Issued Share Capital and Reissuance of Repurchased Shares Shareholder Proposals 17 Shareholder Proposals: Question from None Abstain ShrHold Amnesty Business Group Regarding Policy Document on Human Rights 18 Close Meeting None Abstain Mgmt 05/04/06 - A Hammerson Plc G4273Q107 None 65,755 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 13.91 Pence Per For For Mgmt Ordinary Share 4 Re-elect Peter Cole as Director For For Mgmt 5 Elect Tony Watson as Director For For Mgmt 6 Elect John Nelson as Director For For Mgmt 7 Reappoint Deloitte & Touche LLP as Auditors For For Mgmt of the Company 8 Authorise Board to Fix Remuneration of For For Mgmt Auditors 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 23,502,115 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 3,562,394 11 Authorise 42,463,740 Ordinary Shares for For For Mgmt Market Purchase 12 Approve the 2006 Share Award Scheme for For For Mgmt French Employees 03/24/06 - A Hana Financial Group Inc. Y29975102 12/31/05 5,070 1 Approve Financial Statements For For Mgmt 2 Approve Appropriation of Income and For For Mgmt Dividend of KRW 50 Per Share 3 Amend Articles of Incorporation to Require For For Mgmt Shareholder Approval on Stock Option Issuance to Directors 4 Elect Independent Non-Executive Director For For Mgmt 5 Approve Limit on Remuneration of Directors For For Mgmt 6 Approve Stock Option Grants For For Mgmt 03/17/06 - A Hanjin Transportation Co., Ltd. Y3054B107 12/31/05 1,940 1 Approve Appropriation of Income and For For Mgmt Dividend of KRW 500 Per Share Proposed dividend is KRW 500, which corresponds to a payout ratio of 16 percent, up from 10 the previous year, due to a net income decline year over year. Although the payout ratio is especially low by Korean standards, given that the company's net income declined 38 percent year over year, we do not oppose this income allocation and dividend proposal. 2 Elect Executive Directors For For Mgmt The nominees are Lee Won-Kyung, the representative director and the president of the company and Woo Jum-Duk, a manager of the Business Support Department of the company. Neither nominee has engaged in any disclosable transaction with the company within the last three years. The number of directors remains unchanged at six, of whom two are independent non-executive directors. 3 Appoint Auditor For For Mgmt The nominee is Woo Bong-Jo, an incumbent auditor of the company. Woo has not engaged in any disclosable transaction with the company within the last three years. 4 Approve Limit on Remuneration of Directors For For Mgmt Proposed limit for 2006 is KRW 1.3 billion, unchanged from 2005. Although last year's actual payout was not disclosed, a total of KRW 15 million was paid for two independent non-executive directors. We see no reason to oppose this resolution. 5 Approve Limit on Remuneration of Auditor For For Mgmt The ceiling for one auditor for 2006 will be at KRW 130 million, up from KRW 100 million the previous year. Last year's actual payout was not disclosed. 03/22/06 - A Hanwha Chemical Y3065K104 12/31/05 10,720 1 Approve Appropriation of Income and For For Mgmt Dividends of KRW 350 Per Common Share 2 Amend Articles of Incorporation to Allow For For Mgmt Mail Voting and Sub-Committees 3 Elect Directors For For Mgmt 4 Elect Member of Audit Committee For For Mgmt 5 Approve Limit on Remuneration of Directors For For Mgmt 06/16/06 - A Harbin Power Equipment Co. Y30683109 05/16/06 192,000 1 Accept Report of the Board of Directors For For Mgmt 2 Accept Report of the Supervisory Committee For For Mgmt 3 Accept Financial Statements and Statutory For For Mgmt Reports 4 Authorize Board to Determine the For For Mgmt Appointment of Auditors and Fix Their Remuneration 5 Approve Final Dividend of RMB 0.0610 Per For For Mgmt Share 6 Authorize Board to Appoint Any Person to For For Mgmt Fill a Casual Vacancy in the Board or as an Additional Director 7 Approve Issuance of Equity or Equity-Linked For Against Mgmt Securities without Preemptive Rights As the share issuance amount is subject to abuse by Hong Kong companies, in the absence of language restricting both discounts and the authority to refresh the share issuance amounts without prior shareholder approval, a vote against is recommended. 8 Reelect Supervisory Committee of the Board For Against Mgmt of Directors In this case, ISS notes that the proposed reelection of supervisors is bundled into one resolution. Consolidating supervisor elections into one voting item restricts shareholders' ability to block the election of individuals unfit to hold office and gives shareholders an all-or-nothing choice. In addition, the company did not disclose the names of the nominees at the time this analysis was written. When this information is not available well in advance of the meeting, investors are not left with sufficient time to evaluate candidates and, in the case of shareholders who will not be present at the meeting themselves, to submit voting instructions via a custodian bank. Given that bundling restricts shareholders' ability to elect directors individually and because the names of the nominees were not disclosed at the time of this analysis was written, which does not allow shareholders to make informed decision, shareholders are recommended to vote against this resolution. 9 Amend Articles Re: Revisions to Exchange For Against Mgmt Listing Rules ISS notes that no details were provided by the company with respect to this proposal. As such, we are unable to ascertain whether approval of this item would have any negative impact on shareholder rights or value. In view of this, ISS recommends a vote against this resolution. 11/04/05 - A Harmony Gold Mining Ltd. S34320101 None 15,271 Annual Meeting Agenda 1 Accept Financial Statements and Statutory For For Mgmt Reports for Year Ended June 30, 2005 2 Approve Remuneration of Directors For For Mgmt 3 Elect J.A. Chissano as Director Appointed For For Mgmt During the Year 4 Elect Directors For For Mgmt 5 Authorize Repurchase of Up to 20 Percent of For For Mgmt Issued Share Capital 6 Amend the 2003 Harmony Share Option Scheme For Against Mgmt Based on the potential level of dilution (14 percent of shares reserved for the option schemes), we cannot support the proposed amendment or the current article 3.2 of the scheme. 7 Place 10 Percent of Authorized But Unissued For For Mgmt Shares under Control of Directors 8 Approve Issuance of Shares without For For Mgmt Preemptive Rights up to a Maximum of 15 Percent of Issued Capital 09/05/05 - S Hellenic Exchange Holding SA X3247C104 None 4,050 1 Approve Reduction in Share Capital of Up to For Mgmt EUR 2.57 Million Due to Cancellation of 857,710 Repurchased Shares In Accordance With Greek company Law 2 Amend Article Re: Reflect Changes in Capital For Mgmt 3 Amend Corporate Purpose For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 09/19/05 - S Hellenic Exchange Holding SA X3247C104 None 4,050 1 Approve Reduction in Share Capital of Up to For Mgmt EUR 2.57 Million Due to Cancellation of 857,710 Repurchased Shares In Accordance With Greek company Law 2 Amend Article Re: Reflect Changes in Capital For Mgmt 3 Amend Corporate Purpose For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 10/19/05 - S Hellenic Telecommunication X3258B102 None 61,717 Organization 1 Approve Termination of Stock Option Plans For Mgmt for Senior Executives, Managers and Employees of the Company and its Subsidiaries Approved by the 9-4-2001 and 1-28-2002 EGMs 2 Approve Remuneration of Chairman and For Mgmt Members of the Audit Committee; Approve Remuneration of the Chairman and Members of the Compensation and Human Resources Committee 3 Other Business (Non-Voting) None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 11/04/05 - S Hellenic Telecommunication X3258B102 None 61,717 Organization 1 Approve Termination of Stock Option Plans For For Mgmt for Senior Executives, Managers and Employees of the Company and its Subsidiaries Approved by the 9-4-2001 and 1-28-2002 EGMs 2 Approve Remuneration of Chairman and For For Mgmt Members of the Audit Committee; Approve Remuneration of the Chairman and Members of the Compensation and Human Resources Committee 3 Other Business (Non-Voting) None None Mgmt 05/08/06 - A Hengan International Group Co. Ltd. G4402L102 04/27/06 184,044 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend For For Mgmt 3a Reelect Xu Da Zuo as Director For For Mgmt 3b Reelect Zhang Shi Pao as Director For For Mgmt 3c Reelect Chu Cheng Chung as Director For For Mgmt 3d Authorize Board to Fix the Remuneration of For For Mgmt Directors 4 Reappoint Auditors and Authorize Board to For For Mgmt Fix Their Remuneration 5 Approve Issuance of Equity or Equity-Linked For Against Mgmt Securities without Preemptive Rights As the share issuance amount is subject to abuse by Hong Kong companies, in the absence of language restricting both discounts and the authority to refresh the share issuance amounts without prior shareholder approval, a vote against is recommended. 6 Authorize Repurchase of Up to 10 Percent of For For Mgmt Issued Share Capital 7 Authorize Reissuance of Repurchased Shares For For Mgmt 8 Amend Articles Re: Reelection and For For Mgmt Retirement by Rotation of Directors 04/10/06 - A Henkel KGAA D32051126 03/20/06 2,969 Meeting For Common and Preferred Shareholders; Only Common Shareholder Can Vote 1 Receive Financial Statements and Statutory For Mgmt Reports; Accept Financial Statements and Statutory Reports 2 Approve Allocation of Income and Dividends For Mgmt of EUR 1.30 per Common Share and EUR 1.36 per Preference Share 3 Approve Discharge of Personally Liable For Mgmt Partners for Fiscal 2005 4 Approve Discharge of Supervisory Board for For Mgmt Fiscal 2005 5 Approve Discharge of Shareholders' For Mgmt Committee for Fiscal 2005 6 Ratify KPMG Deutsche Treuhandgesellschaft For Mgmt AG as Auditors for Fiscal 2006 7a Elect Konstantin von Unger to the For Mgmt Supervisory Board 7b Elect Thomas Manchot to the Supervisory For Mgmt Board 8 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares 9 Approve Creation of EUR 25.6 Million Pool For Mgmt of Capital with Preemptive Rights 10 Amend Articles Re: Calling of, Registration For Mgmt for, and Conducting of Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance) 11 Approve Affiliation Agreement with For Mgmt Subsidiary SHC Beauty Cosmetics GmbH 12 Approve Affiliation Agreement with For Mgmt Subsidiary Henkel Loctite-KID GmbH 13 Approve Affiliation Agreement with For Mgmt Subsidiary Elch GmbH Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/10/06 - S Henkel KGAA D32051126 03/20/06 2,969 Meeting For Preferred Shareholders 1 Announcement of Resolutions Passed at 2006 None Mgmt AGM Pertaining to EUR 25.6 Million Creation of Capital 2 Approve Creation of EUR 25.6 Million Pool For Mgmt of Capital with Preemptive Rights Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/10/06 - A Highway Insurance Holdings G4482Y107 None 14,458 plc(formerly Ockham Holdings plc) 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of 3.7 Pence Per For For Mgmt Ordinary Share 3a Re-elect Paul Cosh as Director For For Mgmt 3b Elect Peter Salsbury as Director For For Mgmt 3c Elect Jan Shawe as Director For For Mgmt 4 Re-elect Richard Gamble as Director For For Mgmt 5 Reappoint KPMG Audit Plc as Auditors of the For For Mgmt Company 6 Authorise Board to Fix Remuneration of For For Mgmt Auditors 7 Authorise 20,433,166 Ordinary Shares for For For Mgmt Market Purchase 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 13,622,111 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 2,043,316 10 Approve Remuneration Report For Against Mgmt 05/29/06 - A Hindustan Lever Ltd. Y3218E138 05/03/06 27,519 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Approve Dividend of INR 2.5 Per Share For Mgmt 3a Reappoint H. Manwani as Director For Mgmt 3b Reappoint M.K. Sharma as Director For Mgmt 3c Reappoint A. Narayan as Director For Mgmt 3d Reappoint V. Narayanan as Director For Mgmt 3e Reappoint D.S. Parekh as Director For Mgmt 3f Reappoint C.K. Prahalad as Director For Mgmt 3g Reappoint S. Ramadorai as Director For Mgmt 3h Reappoint D. Sundaram as Director For Mgmt 4 Approve Lovelock & Lewes as Auditors and For Mgmt Authorize Board to Fix Their Remuneration 5 Approve Remuneration of N.M. Raijl & Co., For Mgmt Auditors of Vasishti Detergents Ltd. 6 Approve 2006 HLL Performace Share Scheme For Mgmt 7 Elect D. Baillie as Director For Mgmt 8 Approve Appointment and Remuneration of D. For Mgmt Baillie, Managing Director and Chief Executive Officer 9 Amend Article 169A of the Articles of For Mgmt Association Re: Buyback of Shares 10 Amend Stock Option Plan Re: Adjustment in For Mgmt Exercise Price Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/27/06 - A HIQ International AB W4091V108 04/21/06 3,814 1 Elect Chairman of Meeting For For Mgmt 2 Prepare and Approve List of Shareholders For For Mgmt 3 Approve Agenda of Meeting For For Mgmt 4 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 5 Acknowledge Proper Convening of Meeting For For Mgmt 6 Receive President's Report None None Mgmt 7 Receive Financial Statements and Statutory None None Mgmt Reports 8.1 Approve Financial Statements and Statutory For For Mgmt Reports 8.2 Approve Allocation of Income and Dividends For For Mgmt of SEK 2.10 per Share 8.3 Approve Discharge of Board and President For For Mgmt 9 Determine Number of Members (7) Board For For Mgmt 10 Approve Remuneration of Directors in the For For Mgmt Aggregate Amount of SEK 1.1 Million 11 Reelect Ken Gerhardsen, Lars Stugemo, Carl For For Mgmt Bildt, Anders Ljung (Chairman), Leila Swaerd, Christina Pettersson, and Jukka Norokorpi as Directors 12 Approve Stock Option Plan for Key For For Mgmt Employees; Approve Creation of SEK 125,000 Pool of Capital to Guarantee Conversion Rights 13 Approve Issuance of 4.9 Million Shares For For Mgmt without Preemptive Rights 14 Amend Articles Re: Various Changes to For For Mgmt Comply with New Swedish Companies Act 15 Authorize Chairman of Board and For For Mgmt Representatives of Four of Company's Largest Shareholders to Serve on Nominating Committee 16 Other Business (Non-Voting) None None Mgmt 06/26/06 - A Hitachi Construction Machinery Co. J20244109 03/31/06 32,700 Ltd. *6305* 1 Amend Articles to: Limit Rights of Odd-lot For For Mgmt Holders - Update Terminology to Match that of New Corporate Law The proposed changes are routine ones. 2 Elect Directors For Split Mgmt 2.1 Elect Director --- For Candidates 1-6 are insiders. Candidates 4 and 5 are new to the board, while the other insiders are incumbent directors seeking reappointment. 2.2 Elect Director --- For 2.3 Elect Director --- For 2.4 Elect Director --- For 2.5 Elect Director --- For 2.6 Elect Director --- For 2.7 Elect Director --- Against Candidates 7-9 are outside directors. Candidates 7 and 8 are incumbent directors, while candidate 9 is new to the board. Candidate 7 is the CEO of Green Arm, which has a business relationship with Hitachi Construction Machinery (HCM) and in which HCM owns an 11.1 percent stake. Because the benefits of adopting a board-with-committees structure are undermined by the appointment of outside directors who lack independence, we recommend that shareholders oppose this nominee; and the other two outside director nominees as well. 2.8 Elect Director --- Against Candidate 8 is a special advisor to parent company Hitachi Ltd., for which he has worked since 1961. 2.9 Elect Director --- Against Candidate 9 is also a special advisor to parent company Hitachi Ltd., which he joined in 1958. 3 Approve Executive Stock Option Plan For For Mgmt This plan features premium pricing (5 percent), maximum dilution of only 0.16 percent, and option grants made only to employees and directors of the company and directors of its subsidiaries. The exercise period begins two years after the grant date. We have no reason to oppose this resolution. 06/28/06 - A Hitachi Koki Co. Ltd. *6581* 433575107 03/31/06 7,688 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 10, Final JY 12, Special JY 2 The payout ratio is 22 percent based on consolidated earnings, or 26 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Non-executive Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. First, the company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. Next, the company seeks the authority to impose limits on the legal liability of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. Finally, the company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 11 are all insiders. Candidates 10 and 11 are executives who are new to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 3.11 Elect Director --- For 06/21/06 - A Hitachi Systems & Services Ltd. *3735* J20738100 03/31/06 2,485 1 Amend Articles to: Update Terminology to For For Mgmt Match that of New Corporate Law - Limit Rights of Odd-Lot Holders The amendments are routine ones, and we do not oppose this resolution. 2 Elect Directors For Split Mgmt 2.1 Elect Director --- Against Candidates 1, 6 and 7 are designated as outside directors. Candidate 1 is a former official of the Ministry of International Trade and Industry, who joined parent company Hitachi Ltd. in 1997 and continues to hold an executive position there, while simultaneously serving as chairman of Hitachi Systems and Services. Because the benefits of adopting a board-with-committees structure are undermined by the appointment of outside directors who lack independence, we recommend that shareholders oppose this nominee. 2.2 Elect Director --- For Candidates 2 through 5 are executive directors. 2.3 Elect Director --- For 2.4 Elect Director --- For 2.5 Elect Director --- For 2.6 Elect Director --- Against Candidate 6 is a former vice president of Hitachi Ltd. who continues to serve as a special advisor to that company. 2.7 Elect Director --- Against Candidate 7 is a former executive of UFJ Bank, one of the company's main banks. Accordingly, he also does not meet our criteria for independence. 06/23/06 - A Hitachi Tool Engineering *5963* J20748109 03/31/06 709 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 10, Final JY 15, Special JY 0 The payout ratio is 23 percent based on consolidated earnings, or 25 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Limit Rights of Odd-lot For For Mgmt Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Non-executive Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. The company also wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. The company seeks the authority to impose limits on the legal liability of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 4, 6, and 7 are all insiders. Candidate 5 has been designated as an outside director. ISS considers him to be an affiliated outsider, as he is an executive officer of parent company Hitachi Metals. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 4 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor -- a current auditor of the company's largest shareholder, Hitachi Metals, which holds a 51 percent stake in the company -- cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 5 Appoint Alternate Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor -- also a current executive of Hitachi Metals -- cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 6 Approve Retirement Bonuses for Directors For Against Mgmt and Statutory Auditor One of the retiring directors has been designated as an outside director. Moreover, the retiring auditor has been designated as independent. As we believe the payment of such bonuses to non-executives, at the discretion of the insiders, is a highly inappropriate practice anywhere, we see no alternative but to recommend opposing the whole item. 12/19/05 - S HKR International Ltd. G4520J104 None 94,200 1 Approve Acquisition For For Mgmt 05/12/06 - A Holcim Ltd. (formerly Holderbank H36940130 None 14,474 Financiere Glarus) 1 Share Re-registration Consent For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/12/06 - A Holcim Ltd. (formerly Holderbank H36940130 None 14,474 Financiere Glarus) 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Approve Discharge of Board and Senior For Mgmt Management 3 Approve Allocation of Income and Dividends For Mgmt of CHF 1.65 per Share 4 Approve Creation of CHF 41.8 Million Pool For Mgmt of Capital with Preemptive Rights 5 Elect Directors For Mgmt 5.3 Ratify Ernst & Young AG as Auditors For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/18/06 - A Homac Corp. *9840* J22271100 02/20/06 2,594 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 9, Final JY 9, Special JY 0 2 Approve Formation of Joint Holding Company For For Mgmt with Daiki Co. Ltd. and Kahma Co. Ltd. Conclusion:Because the transaction would reduce costs associated with cost of goods sold by increasing the bargaining power of DCM Japan Holdings with supplier companies, thereby increasing profitability, the proposed creation of the parent holding company should benefit Homac shareholders. Based on our analysis in valuation, rationale, and corporate governance, we recommend that shareholders vote for this transaction. 3 Amend Articles to: Change Fiscal Year End - For For Mgmt Authorize Public Announcements in Electronic Format - Update Terminology to Match That of New Corporate Law 4 Elect Directors For For Mgmt 5 Appoint Internal Statutory Auditor For For Mgmt 6 Approve Retirement Bonus for Director For For Mgmt 03/24/06 - A Honam Petrochemical Corporation Y3280U101 12/31/05 4,024 1 Approve Appropriation of Income and For For Mgmt Dividend of KRW 1000 Per Share 2 Elect Executive Director For For Mgmt 3 Approve Limit on Remuneration of Directors For For Mgmt 4 Amend Terms of Severance Payments to For For Mgmt Executives 06/16/06 - A Hoya Corp. *7741* J22848105 03/31/06 44,800 1 Amend Articles to: Amend Business Lines - For For Mgmt Decrease Authorized Capital to Reflect Share Repurchase - Limit Rights of Odd-Lot Holders 2 Elect Directors For For Mgmt 3 Approve Executive Stock Option Plan For For Mgmt 05/26/06 - A HSBC Holdings Plc G4634U169 None 338,590 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 (a) Re-elect Baroness Lydia Dunn as Director For For Mgmt 3 (b) Re-elect Michael Geoghegan as Director For For Mgmt 3 (c) Re-elect Stephen Green as Director For For Mgmt 3 (d) Re-elect Sir Mark Moody-Stuart as Director For For Mgmt 3 (e) Elect Simon Robertson as Director For For Mgmt 3 (f) Re-elect Helmut Sohmen as Director For For Mgmt 3 (g) Re-elect Sir Brian Williamson as Director For For Mgmt 4 Reappoint KPMG Audit plc as Auditors and For For Mgmt Authorise the Audit Committee to Determine Their Remuneration 5 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 1,137,200,000 6 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 284,300,000 7 Authorise 10 Percent of Ordinary Shares for For For Mgmt Market Purchase 8 Approve Increase in Remuneration of For For Mgmt Non-Executive Directors to GBP 65,000 04/26/06 - A Hunting PLC (frm. Hunting Group plc) G46648104 None 14,155 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For Against Mgmt We are recommending that shareholders vote against this resolution because the service contract of one Executive Director, Terry Gomke, does not meet the recommendations of the Combined Code, as it provides for payments in excess of one year's salary and bonus in the event of early termination. He is entitled to receive any declared bonus for the year, plus two further years' bonus. He also has change in control provisions of two years' annual salary and bonus. 3 Approve Final Dividend of 4 Pence Per For For Mgmt Ordinary Share 4 Re-elect Dennis Clark as Director For For Mgmt 5 Re-elect Hector McFadyen as Director For For Mgmt 6 Reappoint Pricewaterhouse Coopers LLP as For For Mgmt Auditors and Authorise the Board to Determine Their Remuneration 7 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 10,763,260 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 1,614,489 9 Authorise 12,915,911 Ordinary Shares for For For Mgmt Market Purchase 04/19/06 - A/S Husky Energy Inc. *HSE.* 448055103 03/13/06 19,063 1 Elect Directors For For Mgmt 2 Ratify KPMG LLP as Auditors For For Mgmt 3 Amend Bylaws For For Mgmt 03/28/06 - A Hynix Semiconductor Inc. (frmrly. Y3817W109 12/31/05 39,067 Hyundai Electronic Ind.) 1 Approve Financial Statements and For For Mgmt Appropriation of Income 2 Amend Articles of Incorporation to Allow For For Mgmt Employee Stock Option Plan 3 Elect Directors For For Mgmt 4 Elect Members of Audit Committee For For Mgmt 5 Approve Limit on Remuneration of Directors For For Mgmt 03/17/06 - A Hyundai Department Store Co. Y3830W102 12/31/05 1,080 1 Approve Appropriation of Income and For For Mgmt Dividend of KRW 600 Per Share 2 Elect Two Executive Directors For For Mgmt 3 Approve Limit on Remuneration of Directors For Against Mgmt Although the level of directors' fees is usually not problematic among Korean companies, this increase is absurd given that the company is proposing the same dividend as the previous year for shareholders, resulting in a below-average payout ratio. We usually do not oppose this type of resolution in Korea, but, in this case, we believe that the increase in director remuneration is unjustified until the company improves its dividend payout, even if companies in Korea generally do not pay the entire amount authorized for remuneration. We recommend that shareholders vote against this resolution. 4 Approve Limit on Remuneration of Auditor For For Mgmt 03/24/06 - A Hyundai Department Store H&S (formerly Y38306109 12/31/05 396 Hyundai Dept. Store) 1 Approve Appropriation of Income and For For Mgmt Dividend of KRW 400 Per Share Proposed dividend is KRW 400, which corresponds to a payout ratio of 5 percent, down from 8 percent the previous year. The payout ratio is extremely low by Korean standards. We call on the company to improve its dividend payout ratio in the future. In light of the company's strong growth in profits year over year, we do not oppose this income allocation and dividend proposal. 2 Amend Articles of Incorporation to Change For For Mgmt Company's Name and to Expand Business Objectives The company seeks shareholder approval to change the company's name from HYUNDAI DEPARTMENT H&S to HYUNDAI H&S. The second amendment would expand the company's business objectives by adding the medical equipment sales business. We have no reason to oppose this resolution. 3 Elect Directors For For Mgmt There are one independent non-executive director (NED) nominee, one non-independent NED nominee, and one executive director nominee. The independent NED nominee is Kim Jae-Wook, a professor at Korea University. The non-independent NED nominee is Song Jung-Yoon, a former director of the company (the company did not provide any details on Song's employment history with company). The executive director nominee is Ha Won-Man, a director of Hyundai H&S and the president of Hyundai Department Store. None of the nominees has engaged in any disclosable transaction with the company within the last three years. The number of directors remains unchanged at nine, of whom three are independent non-executive directors. 4 Elect Members of Audit Committee For For Mgmt The nominees are Kim Jae-Wook and Song Jung-Yoon (please refer to Item 3 for more information). 5 Approve Limit on Remuneration of Directors For For Mgmt Proposed limit for 2006 is KRW 1.6 billion, up from KRW 1.2 billion in 2005. Although last year's actual payout was not disclosed, a total of KRW 67 million was paid for three independent non-executive directors. The level of directors' fees is usually not problematic among Korean companies. We see no reason to oppose this resolution. 03/24/06 - S Hyundai Department Store H&S (formerly Y38306109 02/23/06 396 Hyundai Dept. Store) 1 Approve Spin-Off Agreement For For Mgmt The company seeks shareholder approval to spin off its Travel Business under the name of "Hyundai Dream Tour Corporation". The spin-off effective date is April 1, 2006. The spin-off company's authorized shares will be at 2 million shares with the par value of KRW 5000. At the spin-off, "Hyundai Dream Tour" will issue 200000 shares to the parent company. The company believes that the spin off will offer more growth opportunities for its travel business through increasing operational efficiencies. We have no reason to oppose this resolution. 03/10/06 - A Hyundai Motor Co. Y38472109 12/31/05 3,446 1 Approve Appropriation of Income and For For Mgmt Dividend of KRW 1250 Per Common Share 2 Amend Articles of Incorporation to Expand For For Mgmt Business Objectives, to Require Shareholder Approval on Stock Option Issuance, and to Lower Minimum Number of Directors on Board 3 Elect Executive Director For For Mgmt 4 Elect Members of Audit Committee For For Mgmt 5 Approve Limit on Remuneration of Directors For For Mgmt 03/29/06 - A Iberdrola S.A. E6164R104 None 31,152 1.1 Accept Individual and Consolidated For For Mgmt Financial Statements for Fiscal Year Ended 12-31-05 1.2 Accept Statutory Reports for Fiscal Year For For Mgmt Ended December 31, 2005; Approve Discharge Directors 2 Approve Allocation of Income and Dividends For For Mgmt for Fiscal Year Ended Dec. 31, 2005 3.1 Amend Article 19 of the By-laws Re: For For Mgmt Increase Notice Period and Include Provisions that Allow Shareholders with 5 Percent of Stake to Include Resolutions to the General Meeting Agenda 3.2 Amend Articles 22 of the By-laws and For For Mgmt Articles 8 and 10 of the General Meeting Guidelines Re: Eliminate Shareholding Restrictions for Participation in the General Meeting 4 Approve Increase in Capital Through the For For Mgmt Issuance of Securities without Preemptive Rights; Ammend Article 5 of the By-laws 5 Authorize Issuance of For For Mgmt Bonds/Debentures/Other Debt Securities up to Aggregate Nominal Amount of EUR 9 Billion and Promissory Notes Up to the Amount of EUR 4 Billion 6 Authorize Repurchase of Shares and For For Mgmt Subsequent Capital Reduction; Modify Article 5 of the Bylaws 7 Approve Listing and Delisting of Shares on For For Mgmt Secondary Exchanges in Spain and Overseas 8 Approve Creation of Foundation For For Mgmt 9 Approve Auditors For For Mgmt 10 Elect Directors For For Mgmt 11 Authorize Board to Ratify and Execute For For Mgmt Approved Resolutions 06/23/06 - A Ibiden Co. Ltd. *4062* J23059116 03/31/06 15,314 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 10, Final JY 10, Special JY 0 The payout ratio is 10 percent based on consolidated earnings, or 17 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Non-executive Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. First, the company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. The company also seeks the authority to impose limits on the legal liability of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. However, the company also seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 10 are insiders. Candidates 11 to 13 have been designated as outside directors. ISS considers 11 and 13 to be affiliated outsiders, as they are executives of one of the company's largest shareholders with a 3.9 percent stake in the company. All candidates are incumbent directors who are being reappointed to the board. Following this meeting, there will be 3 outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 3.11 Elect Director --- For 3.12 Elect Director --- For 3.13 Elect Director --- For 4 Approve Executive Stock Option Plan For For Mgmt This plan features premium pricing (5 percent), maximum dilution of less than one percent (when combined with all other option grants), and option grants made only to employees of the company and directors of its subsidiaries. (Directors and statutory auditors of Ibiden itself do not participate in this plan.) The exercise period begins 2 years after the grant date. We have no reason to oppose this resolution. 5 Approve Stock Option Plan for Directors For For Mgmt This plan features premium pricing (5 percent), maximum dilution of less than one percent (when combined with all other option grants), and option grants made only to directors of the company. The exercise period begins 2 years after the grant date. We have no reason to oppose this resolution. 03/20/06 - S IMMOEAST IMMOBILIEN ANLAGEN AG A2782P111 None 9,409 1 Approve Creation of EUR 333.5 Million Pool For Mgmt of Conditional Capital with Preemptive Rights Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 10/19/05 - A Impala Platinum Holdings Ltd. S37840105 None 2,415 Annual Meeting Agenda 1 Elect Directors For For Mgmt 2 Place Authorized But Unissued Shares under For For Mgmt Control of Directors 3 Approve Remuneration of Directors For For Mgmt 4 Authorize Repurchase of Up to 10 Percent of For For Mgmt Issued Share Capital 5 Amend Articles of Association Re: Chairman For For Mgmt of the Board 11/01/05 - A Imperial Holdings Limited S38127122 None 11,035 Annual Meeting Agenda 1 Approve Minutes of Last Annual General For For Mgmt Meeting Held On November 2, 2004 2 Accept Financial Statements and Statutory For For Mgmt Reports for Year Ended XXX 3 Approve Remuneration of Directors For For Mgmt 4 Authorize Board to Ratify and Execute For For Mgmt Approved Resolutions 5 Elect Directors For For Mgmt 6 Elect Directors For For Mgmt 7 Approve Capital Distribution to For For Mgmt Shareholders by Way of Reduction of Share Premium Account 8 Approve Remuneration of Non-Executive For For Mgmt Directors 9.1 Approve New Executive Share Purchase Scheme For Against Mgmt We oppose the Executive Share Purchase Scheme because it does not have any set performance criteria, does not have a vesting schedule, provides loans on beneficial terms to the participants, and allows for the accrual of dividends to offset the payment of the loans. 9.2 Approve New Imperial Bonus Right Scheme For Against Mgmt Based on the fact that the bonus right would be exercisable within 14 days of the offer date, the fact that the scheme does not contain defined performance criteria, and the fact that the expiration date can be deferred, we recommend that shareholders oppose the Imperial Bonus Right Scheme. 10 Authorize Repurchase of Up to 20 Percent of For For Mgmt Issued Share Capital 11 Amend Articles of Association Re: Directors For Against Mgmt Retirement Age Since the company is proposing to establish a retirement age, we recommend shareholders vote against, as directors should be elected on the basis of merit and not age. 12 Amend Articles of Association Re: For For Mgmt Electronic Media 01/31/06 - A Imperial Tobacco Group Plc G4721W102 None 41,761 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt The Company continues to employ a robust and transparent remuneration policy for the EDs. We commend the Company for the clarity of most aspects of the remuneration report contained in the 2004/05 Annual Report. However, we consider disclosure of precise bonus measures and retrospective disclosure of bonus targets could also be provided. 3 Approve Final Dividend of 39.5 Pence Per For For Mgmt Ordinary Share 4 Re-elect Anthony Alexander as Director For For Mgmt Anthony Alexander was appointed as a NED in August 1996 and first elected to the Board in January 1998. Although his tenure is approaching ten years, we consider him to be independent at this time because he has not served for more than nine years since first election. The Company also considers him to be independent. He is currently the Company's Senior Independent Director and Joint Vice Chairman, and also serves on the Audit and Nomination Committees. However, in light of his tenure approaching a point where his independence might be called into question, he will be stepping down from the Audit Committee. He will also step down as Senior Independent Director but remain on the Board to ensure that a certain degree of continuity is maintained. We recommend that shareholders approve this resolution. 5 Re-elect Derek Bonham as Director For For Mgmt Derek Bonham has served as Board Chairman since 1996. He is currently a member of the Remuneration Committee. We do not believe that the board chairman should sit on the remuneration committee, which under the terms of the Combined Code, should be comprised solely of independent director. However, as Derek Bonham will be stepping down from the Remuneration Committee following the AGM, we have no objections to his re-election. 6 Elect Colin Day as Director For For Mgmt 7 Re-elect Pierre Jungels as Director For For Mgmt 8 Elect Graham Blashill as Director For For Mgmt 9 Reappoint PricewaterhouseCoopers LLP as For For Mgmt Auditors of the Company 10 Authorise Board to Fix Remuneration of the For For Mgmt Auditors 11 Authorise Company to Make EU Political For For Mgmt Donations up to GBP 25,000 and Incur EU Political Expenditure up to GBP 25,000 12 Authorise Imperial Tobacco Limited to Make For For Mgmt EU Political Donations up to GBP 25,000 and Incur EU Political Expenditure up to GBP 25,000 13 Authorise Imperial Tobacco International For For Mgmt Limited to Make EU Political Donations up to GBP 25,000 and Incur EU Political Expenditure up to GBP 25,000 14 Authorise Van Nelle Tabak Nederland B.V. to For For Mgmt Make EU Political Donations up to GBP 25,000 and Incur EU Political Expenditure up to GBP 25,000 15 Authorise John Player & Sons Limited to For For Mgmt Make EU Political Donations up to GBP 25,000 and Incur EU Political Expenditure up to GBP 25,000 16 Authorise Reemtsma Cigarettenfabriken GmbH For For Mgmt to Make EU Political Donations up to GBP 25,000 and Incur EU Political Expenditure up to GBP 25,000 17 Authorise Ets L. Lacroix Fils NV/SA to Make For For Mgmt EU Political Donations up to GBP 25,000 and Incur EU Political Expenditure up to GBP 25,000 18 Amend Imperial Tobacco Group Long Term For For Mgmt Incentive Plan 19 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 24,300,000 20 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 3,645,000 21 Authorise 72,900,000 Ordinary Shares for For For Mgmt Market Purchase 06/29/06 - A Inabata & Co. Ltd. *8098* J23704109 03/31/06 2,913 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 3, Interim Special JY 17, Final JY 3, Final Special JY 0 The payout ratio is 31 percent based on consolidated earnings, or 13 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Increase Authorized Capital - Reduce Directors Term in Office - Limit Liability of Non-Executive Directors and Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. First, Inabata & Co. seeks to increase its authorized share capital from 160 million to 200 million shares, an increase of 25 percent. The company currently has 62.6 million shares outstanding, or about 39.1 percent of the current authorization. After the proposed increase, the company will have 31.3 percent of its authorized capital outstanding. The company has stated that this increase is to enable it to engage in equity financing to invest in new businesses and accomodate the exercise of warrants issued earlier this year. It will also facilitate the issuance of warrants pursuant to the company's takeover defense. Next, the company seeks the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this item by itself. The company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote, and to prohibit the submission of shareholder proposals related to these subjects. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 8 are insiders, and candidate 9 is an outside director candidate. All candidates are being reappointed to the board, and following this meeting, there will be one outsider on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For The candidate has been designated as an outside director. ISS considers him to be an affiliated outsider, as he is a current advisor to Sumitomo Chemical Co, the company's largest shareholder. He is a former president and chairman of that company, which owns 22 percent of Inabata and is a business partner as well. 4 Appoint Alternate Internal Statutory Auditor For For Mgmt The nominee for independent auditor, an attorney, passes our test for independence. 5 Approve Retirement Bonus for Director and For Against Mgmt Special Payments to Continuing Directors and Statutory Auditors in Connection with Abolition of Retirement Bonus System One of the continuing directors and two of the continuing statutory auditors have been designated by the company as outsiders. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing the whole item. 6 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors and Statutory Auditors The ceilings would be raised from JY 27 million per month (JY 324 millon per year) to JY 430 million per year for directors, and from JY 4.5 million per month (JY 54 million per year) to JY 80 million per year for auditors. The ceilings were last adjusted in 2005 for directors and in 1997 for auditors. After this meeting, the number of directors will be 9 and that of auditors will be 4. These changes are being requested because of increases in the cost of living since the ceiling was last raised and due to the abolition of the retirement bonus system. Because the new ceilings are not especially high, and because the company has been profitable, we see no reason to oppose this resolution. 7 Adopt Advance Warning-Type Takeover Defense For Against Mgmt Type of defense plan: Advance-warning type Plan duration: Unlimited, but with annual review by the board Trigger threshold: 20 percent of shares outstanding Directors' term in office: 1 year Board independence: Following this meeting, there will be no independent directors according to ISS criteria Independence of special committee: The committee members have not been disclosed. Other types of takeover defense: No Meeting notice released three weeks or more before meeting: No We believe the best way to ensure that the company remains responsive to shareholders' interests, once the threat of a takeover is removed or reduced, is to have a significant percentage of independent outsiders on the board. Inabata's failure to appoint even one independent director, unconnected to a customer or supplier of the company, combined with the board's unwillingness to disclose the identities of the committee members who will evaluate any bid, indicates that this plan is primarily aimed at entrenchment rather than enhancement of shareholder value. We recommend that shareholders oppose this resolution. 04/25/06 - A/S INBEV(frmly INTERBREW) B5096U121 None 29,583 Ordinary Business A1 Receive Directors' Reports on the Financial None Mgmt Statements of the Fiscal Year Ended on Dec. 31, 2005 A2 Receive Auditor's Reports on the Financial None Mgmt Statements of the Fiscal Year Ended on Dec. 31, 2005 A3 Receive Consolidated Financial Statements None Mgmt of the Fiscal Year Ended on Dec. 31, 2005 A4 Approve Annual Accounts, Allocation of For Mgmt Income and Dividends of EUR 0.48 per Share A5 Approve Discharge of Directors For Mgmt A6 Approve Discharge of Auditors For Mgmt A7 Approve Retirement of Director For Mgmt (Non-contentious) A8 Approve the Appointment of Carlos Brito as For Mgmt CEO A9a Approve Granting of Shares to Executives For Mgmt A9b Approve Granting of Matching Options to For Mgmt Executives Special Business B1a Receive Special Report of the Board of None Mgmt Directors related to the Issuance of Subscription Rights B1b Receive Special Report of the Board of None Mgmt Directors and the Auditor regarding the Cancellation of Preemptive Rights related to the Issuance of Subscription Rights B1c Eliminate Preemptive Rights For Mgmt B1d Approve the Issuance of Subscription Rights For Mgmt as well as the Exercising Conditions B1e Approve Issuance of Shares Pursuant to the For Mgmt Granting of Subscription Rights B2a Grant Power to the Compensation and For Mgmt Nomination Committee to Determine the Recipients and Number of Subscription Rights B2b Amend Articles to Reflect Changes in Capital For Mgmt B3a Amend Subscription Rights Plan Conditions For Mgmt B3b Amend Subscription Rights Plan Conditions For Mgmt B4 Amend Art. 5 Re: Registry of Registered For Mgmt Shares and Subscription Rights in Electronic Form B5a Amend Art. 10 Re: Share Repurchase For Mgmt B5b Amend Art. 23 Re: Majority Requirement For Mgmt B5c Amend Art. 28 Re: Majority Requirements For Mgmt C Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital D Authorize General Counsel to Amend the For Mgmt Articles of Association accordingly Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/11/06 - A Inchcape PLC G47320166 None 262 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 38.0 Pence Per For For Mgmt Ordinary Share 4 Elect Andre Lacroix as Director For For Mgmt 5 Elect Karen Guerra as Director For For Mgmt 6 Elect Barbara Richmond as Director For For Mgmt 7 Re-elect Peter Johnson as Director For For Mgmt 8 Re-elect Raymond Ch'ien as Director For For Mgmt 9 Re-elect Graeme Potts as Director For For Mgmt 10 Reappoint PricewaterhouseCoopers LLP as For For Mgmt Auditors of the Company 11 Authorise Board to Fix Remuneration of For For Mgmt Auditors 12 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 40,020,024 13 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 6,003,003 14 Authorise 8,004,004 Ordinary Shares or For For Mgmt Subject to the Passing of Resolution 15, 48,024,024 Ordinary Shares for Market Purchase 15 Approve Share Sub-Division of Each Existing For For Mgmt Issued or Authorised But Unissued Ordinary Share of 150 Pence Each Into 6 Ord. Shares of 25 Pence Each 04/13/06 - S India Cements Ltd. Y39167153 None 52,642 1 Approve Increase in Authorized Capital to For Mgmt INR 3.35 Billion Divided Into 7.5 Million Preference Shares of INR 100 Each and 260 Million Equity Shares of INR 10 Each & Amend Clause V of the Memorandum of Association to Reflect Increase in Authorized Capital 2 Amend Article 4 of the Articles of For Mgmt Association to Reflect Increase in Authorized Capital 3 Approve Increase in Limit on Foreign For Mgmt Shareholdings to 40 Percent 4 Approve Issuance of Equity or Equity-Linked For Mgmt Securities without Preemptive Rights Up to an Aggregate Amount of $75 Million Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote.
013f04/27/06 - AIndustrial & Commercial Bank Y3991T104 04/20/06 44,000 of China Asia Ltd. (Union Bank 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Final Dividend For For Mgmt 3a Elect Zhu Qi as Director For For Mgmt 3b Elect Zhang Yi as Director For For Mgmt 3c Elect Wong Yue Chim, Richard as For For Mgmt an Independent Non-Executive Director 3d Elect Tsui Yiu Wa, Alec as an For For Mgmt Independent Non-Executive Director 3e Elect Yuen Kam Ho, George as an For For Mgmt Independent Director 4 Approve Remuneration of Directors For For Mgmt 5 Approve PricewaterhouseCoopers For For Mgmt as Auditors and Authorize Board to Fix Their Remuneration 6 Approve Issuance of Equity or For Against Mgmt Equity-Linked Securities without Preemptive Rights As the share issuance amount is subject to abuse by Hong Kong companies, in the absence of language restricting both discounts and the authority to refresh the share issuance amounts without prior shareholder approval, a vote against is recommended. 7 Authorize Repurchase of Up to 10 For For Mgmt Percent of Issued Share Capital 8 Authorize Reissuance of For For Mgmt Repurchased Shares 06/10/06 - A Infosys Technologies Ltd Y4082C133 None 534 1 Accept Financial Statements and For Mgmt Statutory Reports 2 Approve Final Dividend of INR For Mgmt 8.5 Per Share and Special Dividend of INR 30 Per Share 3 Reappoint O. Goswami as Director For Mgmt 4 Reappoint S.A. Iyengar as For Mgmt Director 5 Reappoint S. Batni as Director For Mgmt 6 Reappoint R. Bijapurkar as For Mgmt Director 7 Approve Vacancy on the Board of For Mgmt Directors Resulting from Retirement of L. Pressler 8 Approve BSR & Co. as Auditors For Mgmt and Authorize Board to Fix Their Remuneration 9 Appoint D.L. Boyles as Director For Mgmt 10 Appoint J. Lehman as Director For Mgmt 11 Approve Remuneration of S.D. For Mgmt Shibulal, Executive Director 12 Approve Remuneration of T.V. For Mgmt Mohandas Pai and S. Batni, Executive Directors 13 Approve Increase in Authorized For Mgmt Capital to INR 3 Billion Divided into 600 Million Shares of INR 5 Each 14 Amend Article 3 of the Articles For Mgmt of Association to Reflect Increase in Capital 15 Authorize Capitalization of For Mgmt Reserves for Bonus Issue in the Ratio of One Share for Every One Existing Share Held Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/25/06 - A ING Groep NV N4578E413 04/18/06 68,273 1 Opening and Approval of the For Mgmt Webcasting of This Present Meeting and Subsequent Shareholders' Meetings 2a Receive Report of Executive and None Mgmt Supervisory Board 2b Discussion on Profit Retention None Mgmt and Distribution Policy 3a Approve Financial Statements and For Mgmt Statutory Reports 3b Approve Allocation of Income and For Mgmt Dividends of EUR 1.18 per Share 4a Approve Discharge of Executive For Mgmt Board 4b Approve Discharge of Supervisory For Mgmt Board 5 Discussion on Company's None Mgmt Corporate Governance Structure 6a Elect Dick Harryvan to For Mgmt Management Board 6b Elect Tom McInerney to For Mgmt Management Board 6c Elect Hans van der Noordaa to For Mgmt Management Board 6d Elect Jacques de Vaucleroy to For Mgmt Management Board 7a Reelect Cor Herkstroter to For Mgmt Supervisory Board 7b Reelect Karel Vuursteen to For Mgmt Supervisory Board 7c Elect Piet Klaver to Supervisory For Mgmt Board 8 Approve Stock Option Grants and For Mgmt Performance Shares for the Members of Executive Board 9 Approve Amendment Pension Scheme For Mgmt of the Executive Board 10 Approve Remuneration of For Mgmt Supervisory Board 11a Grant Board Authority to Issue For Mgmt 220 Million Ordinary Shares Restricting/Excluding Preemptive Rights (Plus 220 Million Ordinary Shares in Connection with Merger) 11b Grant Board Authority to Issue For Mgmt 10 Million Preference B Shares in Connection with Conversion of ING Perpetuals III 12a Authorize Repurchase of Up to For Mgmt Ten Percent of Issued Share Capital 12b Authorize Repurchase of For Mgmt 24,051,039 Depositary Receipts for Preference A Shares 12c Authorize Repurchase Preference For Mgmt A Shares or Depositary Receipts for Preference A Shares 13 Approve Cancellation of For Mgmt Preference A shares Which are Held by ING Groep N.V. 14a Approval of the English language For Mgmt as the Official Language of the Annual Report with Effect From the 2006 Report 14b Approval of the English Language For Mgmt as the Official Language as of the 2007 Shareholders' Meeting 15 Other Business (Non-Voting) None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/02/06 - A Inmet Mining Corp. *IMN.* 457983104 03/21/06 4,821 1 Elect Directors For For Mgmt 2 Ratify KPMG LLP as Auditors For For Mgmt 05/24/06 - A Inmobiliaria Colonial SA E64515245 None 851 1 Approve Individual and For For Mgmt Consolidated Financial Statements, Statutory Reports, and Discharge Directors 2 Approve Allocation of Income For For Mgmt 3 Reelect Auditors for Individual For For Mgmt and Consolidated Group 4 Amend Articles 12 (Notice of For For Mgmt Meeting Period if Requested by Holders of 5 Percent of Shares) and Article 13 (Adoption of Requirements for Convening General Meetings Under New Spanish Law) 5 Approve Inclusion of the CEO to For Against Mgmt Company's Stock Option Plan Despite the low dilution (less than 1 percent), due to the lack of sufficient detail regarding this stock option plan coupled with the failure to seek shareholder approval for the entire plan, support for this plan cannot be recommended. 6 Authorize Repurchase of Shares For For Mgmt 7 Authorize Board to Ratify and For For Mgmt Execute Approved Resolutions 04/27/06 - A Inmobiliaria Urbis, S.A. E65208196 None 3,621 1 Approve Individual and For For Mgmt Consolidated Financial Statement for Fiscal Year Ended 12-31-05; Approve Discharge of Directors 2 Approve Allocation of Income for For For Mgmt Fiscal 2005 3 Amend Articles 16, 26 and 27 of For For Mgmt the Company's By-Laws Re: Convening of General Meetings; Remote Voting; Delegation of Powers to the Board Regarding the Establishment of Rules for Attendance to General Meetings Via Electronic Means 4 Amend Articles 4, 5, 10,14, For For Mgmt 16-18 and 24 of the General Meeting Guidelines Re: Convening of General Meeting; Procedures for Attendance Via Electronic Means; Timeframe for Shareholder Submissions or Inquiries; Timeframe for Responses 5.1 Fix Number of Directors (13) For For Mgmt 5 Elect Directors For For Mgmt 6 Reelect Auditors for Period 2006 For For Mgmt 7 Authorize Repurchase of Shares For For Mgmt 8 Authorize Board to Ratify and For For Mgmt Execute Approved Resolutions 9 Present Information Re: For For Mgmt Amendments to Articles 19 and 20 of the Board Guidelines 06/23/06 - A INTAGE INC *4326* J2398M107 03/31/06 736 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 0, Final JY 26, Special JY 0 The payout ratio is 20 percent based on consolidated earnings, or 30 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Change For Against Mgmt Location of Head Office - Limit Rights of Odd-lot Holders - Limit Liability of Directors, Statutory Auditors, and Audit Firm The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. First, the company seeks to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. The company also seeks the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. However, the company seeks to limit the liability of its external audit firm in the event of a shareholder lawsuit. We believe this may have a negative impact on the quality of the audit function, and we recommend that shareholders oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 10 are insiders, while Candidate 11 has been designated as an outside director. ISS considers the outsider to be affiliated, as he is a former executive officer of parent company Eisai Co. Following this meeting, there will be one outsider on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 3.11 Elect Director --- For 4 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors The ceiling would be raised from JY 130 million per year to JY 300 million per year. The ceiling was last adjusted in 1990. This change is being requested because the number of directors is increasing from 8 to 11. Because the new ceiling is not excessive, we have no reason to oppose this resolution. 5 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Statutory Auditors The ceiling would be raised from JY 40 million per year to JY 80 million per year. The ceiling was last adjusted in 1994. This change is being requested because of increases in the cost of living since the ceiling was last raised. Because the new ceiling is not especially high, we see no reason to oppose this resolution. 03/15/06 - A Intelligent Digital Integrated Y4097V100 12/31/05 1,930 Security Co. 1 Approve Appropriation of Income For For Mgmt and Dividends of KRW 150 Per Share Proposed dividend is KRW 150 per share, which corresponds to a payout ratio of 10.14 percent, slightly decreased from 13.8 percent the previous year. The payout ratio is even low by Korean standards. In light of the company's growth in sales and profits year over year, we do not oppose this income allocation and dividend proposal. 2 Elect Directors For For Mgmt There are two executive director nominees and one non-independent non-executive director (NED) nominees. The two executive director nominees are Kim Young-Dal, chairman of the company and Ryu Byung-Soon, a research director of the company.The one non-independent NED nominees is Huh Chang-Heng, a finance director of the Security Business Department at Hitron Systems. None of the nominees has engaged in any disclosable transaction with the company within the last three years. The number of director remains unchaged at three, without any independent NED. 3 Approve Limit on Remuneration of For For Mgmt Directors Proposed limit for 2006 is KRW 900 million, unchanged from the previous year. Last year's actual total payout was KRW 318 million. 4 Approve Limit on Remuneration of For For Mgmt Auditor The ceiling for one auditor for 2006 remains unchanged at KRW 50 million. Last year's actual total payout was zero. 05/17/06 - A International Power Plc G4890M109 None 384,301 (formerly National Power Plc) 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Elect Bruce Levy as Director For For Mgmt 3 Re-elect Mark Williamson as For For Mgmt Director 4 Re-elect Tony Isaac as Director For For Mgmt 5 Approve Final Dividend of 4.5 For For Mgmt Pence Per Ordinary Share 6 Reappoint KPMG Audit Plc as For For Mgmt Auditors and Authorise the Board to Determine Their Remuneration 7 Approve Remuneration Report For For Mgmt 8 Authorise Issue of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 245,947,373 9 Authorise Issue of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 36,892,106 10 Authorise 147,568,424 Ordinary For For Mgmt Shares for Market Purchase 11 Amend Articles of Association For For Mgmt Re: Indemnification 12 Amend International Power Plc For For Mgmt 2002 Performance Share Plan 11/14/05 - S INVESTEC LTD (formerly S3907R140 None 3,657 Investec Group Ltd.) Special Meeting Agenda for Investec Ltd. 1 Amend Articles of Association For For Mgmt Re: Permit Odd-lot Offers 2 Authorize Repurchase of Shares For For Mgmt Pursuant to Odd-lot Offers 3 Authorize Odd-lot Offer For For Mgmt 4 Amend Articles of Association For For Mgmt Re: Takeover Provisions 5 Approve New Executive Share For For Mgmt Incentive Plans Based on the Investec plc. Incentive Plan Special Meeting Agenda for Investec Plc 6 Amend Articles of Association For For Mgmt Re: Permit Odd-lot Offers 7 Authorize Repurchase of Shares For For Mgmt Pursuant to Odd-lot Offers 8 Authorize Odd-lot Offer For For Mgmt 9 Amend Articles of Association For For Mgmt Re: Takeover Provisions 10 Approve New Incentive Plan For For Mgmt 06/28/06 - S INVESTEC PLC G49188108 None 1,951 1 Approve Increase in Authorised For For Mgmt Capital by the Creation of 100,000,000 New Non-Redeemable, Non-Cumulative, Non-Participating Preference Shares; Authorise Issue of Equity with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 1,036,377 2 Adopt New Articles of Association For For Mgmt 3 Authorise Any One Director or For For Mgmt the Company Secretary to do All Things and Sign All Documents which may be Necessary to Carry into Effect the Aforesaid Resolutions 10/28/05 - A IOI Corporation Berhad Y41763106 None 47,918 1 Accept Financial Statements and For For Mgmt Statutory Reports for the Financial Year Ended June 30, 2005 2 Elect Lee Shin Cheng as Director For Against Mgmt Under ISS guidelines, the company's shortcomings include: the fact that the chairman of the board is the chief executive officer and the presence of executive directors--Yeo How and Lee Shin Cheng--on the Audit and Remuneration committees, respectively. Although allowed by the Code, ISS does not approve of executive directors holding positions on audit and remuneration committees. ISS therefore recommends that shareholders vote against Yeo How and Lee Shin Cheng, as their presence may compromise the independent objective of their respective committees. We will continue to monitor the board's composition and recommend that such directors refrain from joining board committees so that these committees can maximize their independent oversight functions. We will also continue to note any changes or deficiencies in the company's corporate governance practices under our guidelines vis- -vis market requirements. ISS guidelines do not allow for the reelection of directors who have attended less than 75 percent of their company's board and committee meetings for the past year. We believe that, as directors who provide major decisions for the company, they should at least attend the majority of the meetings that the board has called. All of the directors attended more than 75 percent of board and committee meetings held during the year. 3 Elect Yeo How as Director For Against Mgmt See Item 2. 4 Elect Chan Fong Ann as Director For For Mgmt 5 Approve Remuneration of For For Mgmt Directors in the Amount of MYR 350,000 for the Financial Year Ended June 30, 2005 6 Approve BDO Binder as Auditors For For Mgmt and Authorize Board to Fix Their Remuneration 7 Approve Issuance of Equity or For For Mgmt Equity-Linked Securities without Preemptive Rights in Any Amount Up to 10 Percent of Issued Share Capital 8 Authorize Repurchase of Up to 10 For For Mgmt Percent of Issued Share Capital 9 Approve Implementation of For For Mgmt Shareholders' Mandate for Recurrent Related Party Transactions 10/28/05 - S IOI Corporation Berhad Y41763106 None 47,918 1 Approve New Executive Share For Against Mgmt Option Scheme Items 2 to 6 refer to the proposed grant of options to the following to subscribe for such number of new IOI shares: Lee Shin Cheng, the executive chairman and chief executive officer of IOI; Lee Yeow Chor, Yeo How, and Lee Cheng Leang, executive directors of IOI; and Lee Yeow Seng, Lee Yoke Ling, Lee Yoke Har, Lee Yoke Hean, and Lee Yoke Hui, executives of IOI connected to Lee Shin Cheng and Lee Yeow Chor. Given that we recommend voting against the proposed new ESOS, we must also recommended that shareholders vote against the option grants proposed in Items 2 to 6. 2 Approve Allocation of Options to For Against Mgmt Lee Shin Cheng to Subscribe for New Shares in the Company See Item 1. 3 Approve Allocation of Options to For Against Mgmt Lee Yeow Chor to Subscribe for New Shares in the Company See Item 1. 4 Approve Allocation of Options to For Against Mgmt Yeo How to Subscribe for New Shares in the Company See Item 1. 5 Approve Allocation of Options to For Against Mgmt Lee Cheng Leang to Subscribe for New Shares in the Company See Item 1. 6 Approve Allocation of Options to For Against Mgmt Lee Yeow Seng, Lee Yoke Ling, Lee Yoke Har, Lee Yoke Hean, and Lee Yoke Hui to Subscribe for New Shares in the Company See Item 1. 7 Approve Implementation of For For Mgmt Shareholders' Mandate for Recurrent Related Party Transactions 05/04/06 - A/S IPSCO Inc. *IPS.* 462622101 03/20/06 13,934 1 Elect Directors M.A. Grandin, For For Mgmt J.H. Hinshaw, B.M. Joyce, J.D. Michaels, B.M. Michel, A.S. Olson, A.R. Price, R.G. Sim, D.S. Sutherland, R.E. Tetrault, G.G. Thiessen, D.M. Wallace and J.B. Zaozirny 2 Approve Ernst & Young LLP as For For Mgmt Auditors and Authorize Board to Fix Remuneration of Auditors 3 Approve Annual Incentive Plan For For Mgmt for Senior Officers The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. The plan imposes an absolute limit of $3 million for any individual in any award period. As an extreme, this maximum is acceptable for IPSCO. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 05/26/06 - A Irish Life and Permanent Plc G4945H105 None 43,822 (frm. Irish Permanent) 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Dividends For For Mgmt 3a Elect Gillian Bowler as a For For Mgmt Director Effective boards exercise independent judgment when carrying out their fiduciary responsibilities. By requiring a sufficient number of independent directors, the possibility of conflicts of interest is reduced and the quality of board oversight is increased. ISS expects the largest Irish companies that are members of the MSCI EAFE index to adhere to higher corporate governance standards. For these companies in this market, ISS will recommend against the election or reelection of any non-independent directors (excluding the CEO and chairman) if the proposed board does not consist of at least 50 percent independent directors (based on ISS' categorization guidelines) when excluding the chairman. At Irish Life, when excluding the chairman, less than 50 percent of the board is independent. Therefore, shareholders are advised to vote against the election of Kevin Murphy. 3b Elect Kieran McGowan as a For For Mgmt Director 3c Elect Kevin Murphy as a Director For Against Mgmt 4 Authorize Board to Fix For For Mgmt Remuneration of Auditors 5 Amend the Article of Association For For Mgmt 6 Authorize Reissuance of For For Mgmt Repurchased Shares 7 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities without Preemptive Rights 8 Approve the Long Term Incentive For For Mgmt Plan 11/01/05 - A Irsa (Inversiones Y 450047204 10/18/05 9,200 Representaciones) Meeting for Holders of ADRs 1 DESIGNATION OF TWO SHAREHOLDERS For For Mgmt TO APPROVE THE MINUTES OF THE MEETING. 2 CONSIDERATION OF THE For For Mgmt DOCUMENTATION PERTINENT TO FISCAL YEAR ENDED AS AT JUNE 30TH, 2005, PURSUANT TO SECTION 234 SUBSECTION 1 OF LAW 19550. 3 CONSIDERATION OF THE BOARD OF For For Mgmt DIRECTORS MANAGEMENT. 4 CONSIDERATION OF THE SUPERVISORY For For Mgmt COMMITTEE S ACTION. 5 TREATMENT AND ALLOCATION OF For For Mgmt $103,245,000 WORTH OF PROFITS POSTED AS AT YEAR-END JUNE 30TH, 2005. 6 CONSIDERATION OF THE BOARD S For For Mgmt REMUNERATION AMOUNTING TO $7,400,000 (APPROPRIATED AMOUNT) PERTINENT TO FISCAL YEAR ENDED AS AT JUNE 30TH, 2005. 7 CONSIDERATION OF THE SUPERVISORY For For Mgmt COMMITTEE S REMUNERATION PERTINENT TO FISCAL YEAR ENDED AS AT JUNE 30TH, 2005. 8 DETERMINATION OF THE NUMBER AND For For Mgmt APPOINTMENT OF PERMANENT DIRECTORS, IF DEEMED NECESSARY. 9 APPOINTMENT OF PERMANENT AND For For Mgmt TEMPORARY MEMBERS OF THE SUPERVISORY COMMITTEE. 10 APPOINTMENT OF THE CERTIFIED For For Mgmt PUBLIC ACCOUNT FOR THE NEXT FISCAL YEAR AND DETERMINATION OF HIS REMUNERATION. 11 CONSIDERATION OF THE SPECIAL For For Mgmt BALANCE SHEET FOR THE MERGER OF IRSA AND BUENOS AIRES TRADE & FINANCE CENTER S.A. 12 MOTIVES LEADING TO THE For For Mgmt OUT-OF-SCHEDULE CALLING. 01/26/06 - S Israel Chemicals Limited M5920A109 01/18/06 34,592 1 Elect A. Shohat and I. Isaacson For For Mgmt as External Directors, and Authorize Compensation Equal to Maximum Rate Permitted by Companies Law Despite the poor level of disclosure regarding the board, a situation that is common in Israel, it would be counterproductive to withhold support from the directors unless there is some specific controversy involving the company. 2 Approve KPMG as Auditors and For For Mgmt Authorize Board to Fix Their Remuneration Despite the poor level of disclosure regarding the auditors, it would be counterproductive to withhold support unless there is some specific controversy involving the company. 02/23/06 - A ITE Group Plc G63336104 None 2,541 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Re-elect Russell Taylor as For For Mgmt Director 3 Re-elect Michael Hartley as For For Mgmt Director 4 Approve Final Dividend of 1.85 For For Mgmt Pence Per Share 5 Reappoint Deloitte & Touche LLP For For Mgmt as Auditors and Authorise the Board to Determine Their Remuneration 6 Approve Remuneration Report For Against Mgmt We have engaged at length with the Remuneration Committee Chairman on this issue. The Company considers that, given Edward Strachan's track record, the fixed contract will retain his services and prevent him from possibly competing with ITE. Moreover, the Company considers that if necessary non-compete arrangement would stand up to scrutiny in Court. While we are sympathetic to the needs of companies and ITE Group in particular to secure the services of certain Directors in the medium to long-term, we consider that the terms of such a contract could potentially lead to termination payments well in excess of one year's salary and fees. An increasing number of shareholders and their representative bodies, including RREV, have concentrated in recent years in service contracts that could potentially lead in very large payoffs, potentially even in the event of underperformance, something that may be seen as reward for failure. As this is a fundamental principle of the NAPF policy, we recommend a vote against the approval of the remuneration report. 7 Authorise Issue of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 866,306 8 Authorise Issue of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 129,945 9 Authorise 25,989,182 Ordinary For For Mgmt Shares for Market Purchase 10 Amend Articles of Association For For Mgmt 06/27/06 - A Itochu Corp. *8001* J2501P104 03/31/06 120,000 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 4, Final JY 5, Special JY 0 The payout ratio is 9.8 percent based on consolidated earnings, or 26 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. The payout ratio based on parent earnings is within normal levels for Japan, although the consolidated payout ratio is quite low. Itochu also proposes to pay a bonus of JY 115 million (just over $1 million) to the 12 directors in office at the end of the fiscal year. 2 Amend Articles to: Expand For For Mgmt Business Lines - Reduce Directors Term in Office - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Outside Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. First, Itochu seeks to expand its business objectives clause to be able to offer casualty insurance. The articles already authorize the company to act as an agent for casualty insurance. We do not object to this amendment. Next, Itochu seeks to subject its directors to annual election. We support the enhanced accountability brought about by this change. The company also seeks the authority to impose limits on the legal liability of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. Such limitations are seen as necessary in order to attract qualified outsiders to fill these positions, and we therefore do not oppose these amendments. Note that Itochu is not seeking to limit the liability of its external audit firm. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For The nominees are all executives. If all are elected, the board size will increase from 12 to 14, but the number of outsiders will remain at zero. Candidates 10-14 are new to the board of directors, while candidates 1-9 are incumbent directors seeking reappointment. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 3.11 Elect Director --- For 3.12 Elect Director --- For 3.13 Elect Director --- For 3.14 Elect Director --- For 4 Appoint Alternate Internal For Against Mgmt Statutory Auditor Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. He is the president of Asahi Life Insurance, which owns 1.74 percent of Itochu (making it the company's sixth-largest shareholder, not counting nominee institutions), and which engages in regular transactions with Itochu, including loaning money to the company. 5 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors The ceiling is to be raised from JY 90 million per month to JY 1.4 billion per year, because the number of directors is increasing from 12 to 14, and because annual bonuses to directors will henceforth come under the ceiling. The new ceiling is high by Japanese standards, but the company has been profitable. We see no reason to oppose this resolution. 05/30/06 - A IVG Immobilien AG(frmly IVG D36953103 05/08/06 1,724 Holding AG) 1 Receive Financial Statements and None Mgmt Statutory Reports for Fiscal 2005 2 Approve Allocation of Income and For Mgmt Dividends of EUR 0.38 per Share 3 Approve Discharge of Management For Mgmt Board for Fiscal 2005 4 Approve Discharge of Supervisory For Mgmt Board for Fiscal 2005 5 Amend Articles Re: Fix Number of For Mgmt Supervisory Board Members to Nine; Conducting of Supervisory Board Meetings 6a Elect Eckart von Freyend to the For Mgmt Supervisory Board 6b Elect Paul Marcuse to the For Mgmt Supervisory Board 6c Elect Friedrich Merz to the For Mgmt Supervisory Board 7 Amend Articles Re: Remuneration For Mgmt of Supervisory Board Members 8 Amend Articles Re: Calling of, For Mgmt Registration for, and Conducting of Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance) 9 Authorize Share Repurchase For Mgmt Program and Reissuance of Repurchased Shares 10 Ratify PricewaterhouseCoopers AG For Mgmt as Auditors for Fiscal 2006 Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/25/06 - A Izumi Co. Ltd. *8273* J25725110 02/28/06 1,734 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 12, Final JY 14, Special JY 0 The proposed payout ratio is 15 percent based on parent-company earnings, or 12 percent based on consolidated EPS. By law, funds available for dividends in Japan are based on parent-company earnings only. This is low even by Japanese standards. However, we note that the company raised its full-year dividend from JY 24 the previous year to JY 26 for the year under review. We also note that the company has stated that it is conserving cash both to pay off interest-bearing debt and to make strategic investments in growth areas. We do not oppose this year's income allocation, but we will consider recommending votes against income allocation in the future if the dividend fails to keep pace with continued growth in earnings. 2 Amend Articles to: Update For For Mgmt Terminology to Match that of New Corporate Law The amendments are routine ones, and we have no reason to recommend that shareholders vote against this resolution. 06/29/06 - A J-Oil Mills Inc. (formerly J2231P101 03/31/06 11,888 HONEN AJINOMOTO OIL MILLS) *2613* 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 3, Final JY 3, Special JY 0 2 Amend Articles to: Limit For For Mgmt Liability of Non-Executive Statutory Auditors - Update Terminology to Match that of New Corporate Law The company seeks the authority to impose limits on the legal liability of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Appoint Internal Statutory For For Mgmt Auditor 4 Appoint Alternate Internal For Against Mgmt Statutory Auditor Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. The nominee is an attorney and has served as the company's outside counsel. 5 Approve Retirement Bonuses for For Against Mgmt Statutory Auditors One of the retiring auditors has been designated by the company as independent. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing the whole item. 10/28/05 - A Jaya Holdings Ltd. Y4419P187 None 17,329 1 Adopt Financial Statements and For For Mgmt Directors' and Auditors' Reports 2 Declare Final Dividend of SGD For For Mgmt 0.04 Per Share 3 Reelect Chan Mun Lye as Director For For Mgmt 4 Reelect Lim Jiew Keng as Director For For Mgmt 5 Reelect Lee Tuck Onn as Director For For Mgmt 6 Reelect Mohd Shukri Baharom as For For Mgmt Director 7 Approve Directors' Fees of SGD For For Mgmt 292,532 for the Year Ended June 30, 2005 (2004: SGD 237,500) 8 Reappoint Ernst & Young as For For Mgmt Auditors and Authorize Board to Fix Their Remuneration 9 Approve Issuance of Shares For For Mgmt without Preemptive Rights 10 Approve Issuance of Shares and For Against Mgmt Grant of Options Pursuant to the Jaya Employees' Share Option Scheme In this case, the percentage of shares available under the company's share option scheme is 10 percent of the issued capital, which is considered an unacceptable level of dilution. This scheme cannot be considered sufficiently well structured to justify a potential dilution level of 10 percent. 11 Approve Mandate for Transactions For For Mgmt with Related Parties 03/10/06 - A Jeonbuk Bank Y4435S108 12/31/05 6,100 1 Approve Appropriation of Income For For Mgmt and Dividends of KRW 100 Per Share Proposed dividend is KRW 100, which corresponds to a payout ratio of 12 percent, slightly down from 14 percent the previous year. Although the payout ratio is low even by Korean standards, given that the company's net income declined 25 percent year over year, we do not oppose this income allocation and dividend proposal. 2 Amend Articles of Incorporation For For Mgmt to Clarify Share, Warrant, and Convertible Bond Issuance Cases, to Increase Minimum Board Size, and to Increase Audit Committee Member's Term The company seeks shareholder approval to clarify the cases when the company can issue common shares, warrants, and/or convertible bonds, such as when financing is needed or when a strategy has to be made through share issuances. The next amendment would increase the minimum number of independent non-executive directors on the board from three to five. The last amendment would increase the term of each audit committee member from one year to three years. We have no reason to oppose this resolution. 3 Approve Stock Option Grants For Against Mgmt Jeonbuk Bank is seeking shareholder ratification for the grant of options for 38,000 shares to two executives of the company. Jeonbuk Bank's articles of incorporation require options granted pursuant to a board resolution to be ratified by shareholders at the next AGM. The exercise price of these options was determined in accordance with the Securities and Exchange Act Enforcement Decree, which provides that the exercise price shall be either the average of the weighted average closing share prices over two-month, one-month, and one-week periods prior to the grant date or the par value of Jeonbuk Bank shares -- whichever is greater. The exercise price shall be adjusted in the event of a capital increase, stock dividend, capitalization of reserves, stock split, or reverse split. The grants in question are "performance-linked option grants," meaning that the percentage of each recipient's award that he or she will be able to exercise would depend on the attainment of performance goals both by individual grantees and by the company. These goals include targets for profitability, returns on assets, returns on equity, capital adequacy ratios, and share price performance. Because the company did not disclose its previously issued stock options, we cannot calculate how much the option grants would dilute the shares. It is very unusual for Korean banks not to include such information. Because of the lack of disclosure on the very important information, we have no choice, but to oppose this resolution. 4 Elect Independent Non-Executive For For Mgmt Directors The nominees are Moon Sung-Hwan, a vice president of Samyang Co.; Im Jae-Hyun, the chairman of Honam Food; and Park Jae-Ha, a team manager of the Korean Finance Research Institute. None of the nominees has engaged in any disclosable transaction with the company within the last three years. The number of directors is decreasing from eight to seven while the number of independent non-executive directors remains unchanged at five. 5 Elect Members of Audit Committee For For Mgmt The nominees are Kim Chang-Shik, an executive vice president of Daehan Textbook Corp. and Song Ki-Tae, the chairman of the Jeonju City Commerce Association. Neither nominee has engaged in any disclosable transaction with the company within the last three years. 6 Elect Standing (Full-Time) For For Mgmt Member of Audit Committee The nominee is Choi Sang-Hoon, a manager of the Jeju Office of the Korean Financial Supervisory Services. Although ISS only recommends an independent non-executive director to an audit committee, because of the nature of the business, banks in Korea do often elect full-time audit committee members who have extensive accounting experience and bring his/her accounting expertise to the audit committee. In this case, we do recommend that shareholders vote for this resolution. 7 Approve Limit on Remuneration of For For Mgmt Directors and Standing Audit Committee Member Proposed limit for 2006 is KRW 2 billion, unchanged from 2005. Although last year's actual payout was not disclosed, we see no reason to oppose this resolution. 05/18/06 - A JKX Oil & Gas PLC G5140Z105 None 4,991 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Remuneration Report For Against Mgmt Therefore, we are recommending that shareholders oppose the remuneration report again and encourage the Company to revise the vesting scale. 3 Re-elect John Mapplebeck as For For Mgmt Director 4 Approve Final Dividend of 0.6 For For Mgmt Pence Per Ordinary Share 5 Reappoint PricewaterhouseCoopers For For Mgmt LLP as Auditors and Authorise the Board to Determine Their Remuneration 6 Authorise 15,189,258 Ordinary For For Mgmt Shares for Market Purchase 7 Amend Articles of Association For For Mgmt Re: Appointment of Directors and Retirement by Rotation 04/27/06 - A JM AB W4939T109 04/21/06 3,410 1 Open Meeting and Elect Chairman None None Mgmt of Meeting 2 Prepare and Approve List of For For Mgmt Shareholders 3 Designate Inspector or For For Mgmt Shareholder Representative(s) of Minutes of Meeting 4 Acknowledge Proper Convening of For For Mgmt Meeting 5 Approve Agenda of Meeting For For Mgmt 6 Receive Reports of the Board, None None Mgmt the President and the Auditors; Receive Financial Statements and Statutory Reports 7 Approve Financial Statements and For For Mgmt Statutory Reports 8 Approve Allocation of Income and For For Mgmt Dividends of SEK 10 per Share 9 Approve Record Date (May 3) for For For Mgmt Dividend 10 Approve Discharge of Board and For For Mgmt President 11 Determine Number of Members (7) For For Mgmt and Deputy Members (0) of Board 12 Approve Remuneration of For For Mgmt Directors in the Aggregate Amount of SEK 2 Million 13 Approve Remuneration of Auditors For For Mgmt 14 Receive Information about For For Mgmt Director Nominees other Assignments 15 Reelect Elisabett Annell, Eva For For Mgmt Britt Gustafsson, Bengt Larsson, Berthold Lindqvist, Lars Lundquist, Johan Skoglund, and Torbjoern Toreell as Directors; Reelect Lars Lundquist as Chairman 16 Authorize Chairman of Board and For For Mgmt Representatives of Four of Company's Largest Shareholders to Serve on Nominating Committee 17 Approve Redemption Program for For For Mgmt Shareholders 18 Approve 4:1 Stock Split; Amend For For Mgmt Corresponding Articles 19 Amend Articles Re: Various For For Mgmt Changes to Comply with New Swedish Companies' Act 06/24/06 - A Joint Corporation *8874* J28384105 03/31/06 3,964 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 12.5, Final JY 12.5, Special JY 0 The payout ratio is 8 percent based on consolidated earnings, or 22 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Increase For Against Mgmt Authorized Capital - Limit Rights of Odd-Lot Holders - Limit Liability of Non-Executive Directors and Statutory Auditors - Update Terms to Match that of New Corporate Law The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. First, the company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. Next, the company seeks the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. However, the company also seeks to increase its authorized share capital from 151.32 million to 175.2496 million shares, an increase of 15.8 percent. The company currently has 43.8124 million shares outstanding, or about 28.9 percent of the current authorization. After the proposed increase, the company will have exactly 25 percent of its authorized capital outstanding. The company has not disclosed any information about its plans for future share issuances, and has only used boilerplate language stating that the increase in authorized capital is to "flexibly carry out capital policies." However, this increase can also be used to implement a poison pill or other takeover defense, which would not necessarily require shareholder approval. Because an increase in authorized capital which would leave the company with only 25 percent of the new authorization on issue does not meet ISS guidelines for authorized capital increases, we recommend that shareholders vote against this resolution. The company already has ample room under its current authorization ceiling to carry out legitimate share issuances for acquisitions or general financing. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 8 are insiders and are being reappointed to the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For Candidate 9 has been designated by the company as an outside director. He is the former president of ORIX Asset Management Corp., and first joined the board of Joint in 2003. 4 Appoint Internal Statutory For For Mgmt Auditor The nominee is not designated by the company as independent, and we have no reason to oppose his nomination. 5 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors Ceiling is to be raised from JY 170 million per year to JY 300 million per year, because annual bonuses to directors are now part of the ceiling. After this meeting, the number of directors will be 9. The new ceiling is not inordinately high, and the company has been profitable. We see no reason to oppose this resolution. 06/23/06 - A Joshin Denki Co. Ltd. *8173* J28499127 03/31/06 8,937 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 0, Final JY 10, Special JY 0 Payout ratio is approximately 33 percent. 2 Amend Articles to: Limit Rights For For Mgmt of Odd-lot Holders - Update Terminology to Match that of New Corporate Law The company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. The other changes are routine ones. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 11 are all insiders. All are incumbent directors seeking reappointment. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 3.11 Elect Director --- For 04/12/06 - A Julius Baer Holding AG H4407G172 None 11,222 (formerly Baer Holdings) 1 Accept Financial Statements and For Mgmt Statutory Reports 2 Approve Allocation of Income and For Mgmt Dividends of CHF 1 per Share 3 Approve Discharge of Board and For Mgmt Senior Management 4 Elect Directors For Mgmt 5 Ratify KPMG Fides Peat as For Mgmt Auditors Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 12/07/05 - A JUMBO SA X0282Q121 None 727 1 Accept Financial Statements For Mgmt 2 Accept Statutory Reports For Mgmt 3 Accept Consolidated Financial For Mgmt Statements and Statutory Reports 4 Approve Discharge of Board and For Mgmt Auditors 5 Elect One Principal and One For Mgmt Substitute Auditor and Authorize Board to Fix Their Remuneration 6 Approve Remuneration of For Mgmt Directors for 2005 7 Preapprove Remuneration of For Mgmt Directors for 2006 8 Elect Directors For Mgmt 9 Other Business (Non-Voting) None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/19/06 - S JUMBO SA X0282Q121 None 1,423 1 Authorize Capitalization of For Mgmt Reserves for Bonus Issue and Increase in Par Value 2 Amend Articles Re: Transfer of For Mgmt Company's Head Offices 3 Increase Company's Duration from For Mgmt 30 to 70 Years and Amend Articles Accordingly 4 Transact Other Business None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/10/06 - S JUMBO SA X0282Q121 None 794 1 Authorize Issuance of For Mgmt Convertible Bonds of EUR 42 Million Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/07/06 - S JUMBO SA X0282Q121 None 1,746 1 Authorize Issuance of For For Mgmt Convertible Bonds of EUR 42 Million 06/13/06 - A Jungheinrich AG D37552102 05/23/06 122 1 Receive Financial Statements and None Mgmt Statutory Reports for Fiscal 2005 2 Approve Allocation of Income and For Mgmt Dividends of EUR 0.45 per Ordinary Share and EUR 0.51 per Preference Share 3 Approve Discharge of Management For Mgmt Board for Fiscal 2005 4 Approve Discharge of Supervisory For Mgmt Board for Fiscal 2005 5 Elect Supervisory Board Member For Mgmt 6 Amend Articles Re: Calling of, For Mgmt Registration for, and Conducting of Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance) 7 Authorize Management Board Not For Mgmt to Disclose Individualized Remuneration of its Members 8 Ratify Deloitte & Touche GmbH as For Mgmt Auditors for Fiscal 2006 Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/25/06 - A Jurong Technologies Industrial Y44805102 None 72,449 Corp Ltd 1 Adopt Financial Statements and For For Mgmt Directors' and Auditors' Reports 2 Declare Final Dividend of SGD For For Mgmt 0.03 Per Share 3 Approve Directors' Fees of SGD For For Mgmt 196,000 4 Reelect Wee Sing Guan as Director For Against Mgmt Due to the company's failure to provide the annual report for fiscal year 2005, we are unable to ascertain the level of independence of these nominees. Given this and considering our position against executive directors who are also members of key board committees, as their presence threatens to undermine the purpose of these committees in providing independent oversight and preventing conflicts of interest, a vote against these resolutions is recommended. 5 Reelect Yeo Pek Heng as Director For Against Mgmt See Item 4. 6 Reelect Chung Siang Joon as For Against Mgmt Director See Item 4. 7 Reappoint Ernst & Young, CPAs as For For Mgmt Auditors and Authorize Board to Fix Their Remuneration 8 Approve Issuance of Shares For For Mgmt without Preemptive Rights 9 Authorize Share Repurchase For For Mgmt Program 03/14/06 - A Jyske Bank A/S K55633117 02/20/06 16,881 1 Receive Report of Board None None Mgmt 2 Approve Financial Statements and For For Mgmt Approve Allocation of Income 3 Authorize Repurchase of Up to For For Mgmt Ten Percent of Issued Share Capital Some shareholders object to corporations repurchasing shares. They prefer to see extra cash invested in new businesses or paid out as dividends. We believe that when timed correctly, corporate stock repurchases are a legitimate use of corporate funds and can add to long-term shareholder returns. In keeping with our support for the bank's policy to repurchase and cancel shares rather than to pay traditional dividends, we recommend voting for this item as well. 4A Approve DKK 11 Million Reduction For For Mgmt in Share Capital via Share Cancellation 4B Amend Articles Re: Lower For Against Mgmt Authorization to Increase Capital to DKK 1,620 Million to Reflect Capital Reduction and Extend This Authorization by One Year to 2011 Our guidelines allow for general capital increases without preemptive rights to a maximum of 20 percent of the existing outstanding share capital. This amount is generally more than adequate for unforeseen contingencies. Since the potential dilution amounts to 161 percent, we recommend a vote against this proposal. 4C Amend Articles Re: Extend For Against Mgmt Authorization to Increase Capital Used for Employees to March 1, 2011 Since the authorization would allow for the granting of shares to employees at a discount of up to 68 percent and since the potential dilution of 8 percent exceeds our guidelines for a mature company, we recommend a vote against the proposal. 5 Elect Members of the Committee For Against Mgmt of Representatives for the Eastern Division Due to the absence of adequate and timely disclosure about the nominees to the Committee of Representatives, we recommend a vote against the item. 6 Ratify Auditors For For Mgmt 7 Authorize Board or Chairman of For For Mgmt Meeting to Make Editorial Changes to Adopted Resolutions in Connection with Registration 8 Other Business (Non-Voting) None None Mgmt 03/30/06 - S Jyske Bank A/S K55633117 03/13/06 16,881 1 Approve DKK 11 Million Reduction For For Mgmt in Share Capital via Share Cancellation 2 Extend Authorization to Create For Against Mgmt DKK 1.6 Billion Pool of Capital without Preemptive Rights from March 1, 2010 to March 1, 2011 Our guidelines allow for general capital increases without preemptive rights to a maximum of 20 percent of the existing outstanding share capital; this amount is generally more than adequate for unforeseen contingencies. Due to potential excessive dilution of 161 percent, we recommend a vote against this proposal. 3 Extend Authorization to Create For Against Mgmt DKK 50 Million Pool of Capital for Employee Stock Purchase Plan from March 1, 2010 to March 1, 2011 Since the authorization would allow for the granting of shares to employees at a discount of up to 68 percent and since the potential dilution of 8 percent exceeds our guidelines for a mature company, we recommend a vote against the proposal. 05/10/06 - A K+S AG D37808108 04/19/06 13,415 1 Receive Financial Statements and None Mgmt Statutory Reports 2 Approve Allocation of Income and For Mgmt Dividends of EUR 1.80 per Share 3 Approve Discharge of Management For Mgmt Board for Fiscal 2005 4 Approve Discharge of Supervisory For Mgmt Board for Fiscal 2005 5 Ratify Deloitte & Touche GmbH as For Mgmt Auditors for Fiscal 2006 6 Authorize Share Repurchase For Mgmt Program and Reissuance of Repurchased Shares 7 Approve Issuance of Convertible For Mgmt Bonds and/or Bonds with Warrants Attached up to Aggregate Nominal Amount of EUR 1.5 Billion with Preemptive Rights; Approve Creation of EUR 54.4 Million Pool of Capital to Guarantee Conversion Rights 8 Approve Creation of EUR 54.4 For Mgmt Million Pool of Capital with Particular Exclusion of Preemptive Rights 9 Amend Articles Re: Calling of, For Mgmt Registration for, and Conducting of Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance) Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/29/06 - A K. Wah International Holdings G5321P116 05/22/06 79,000 Ltd. 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Final Dividend For For Mgmt The board recommends the payment of a final scrip dividend of HK$0.01 ($0.001) per share. 3a Reelect Eddie Hui Ki On as For For Mgmt Director 3b Reelect William Lo Chi Chung as For For Mgmt Director 3c Reelect David Akers-Jones as For For Mgmt Director 3d Reelect Leo Lee Tung Hai as For For Mgmt Director 3e Authorize Board to Fix the For For Mgmt Remuneration of Directors 4 Reappoint PricewaterhouseCoopers For For Mgmt as Auditors and Authorize Board to Fix Their Remuneration for the Year Ending Dec. 31, 2006 5a Authorize Repurchase of Up to 10 For For Mgmt Percent of Issued Share Capital This authority is limited to 10 percent of the outstanding share capital of the company on the date the resolution is passed and operates under strict regulatory guidelines of the SEHK. We believe that when timed correctly, corporate stock repurchases are a legitimate use of corporate funds and can add to long-term shareholder returns. 5b Approve Issuance of Equity or For Against Mgmt Equity-Linked Securities without Preemptive Rights As the share issuance amount is subject to abuse by Hong Kong companies, in the absence of language restricting both discounts and the authority to refresh the share issuance amounts without prior shareholder approval, a vote against is recommended. 5c Authorize Reissuance of For For Mgmt Repurchased Shares This resolution authorizes the board to reissue any shares repurchased under the general mandate to repurchase shares approved above, without limiting the general mandate to issue shares also sought above. This authority would also be limited to the maximum 10 percent allowed to be repurchased. This request is being made to renew the authority to reissue repurchased shares expired with the convening of this meeting. 03/30/06 - A K.K. DaVinci Advisors *4314* J3409L104 12/31/05 17 1 Approve Allocation of Income, For For Mgmt with No Dividends 2 Amend Articles to: Limit For For Mgmt Non-Executive Statutory Auditors' Legal Liability - Authorize Public Announcements in Electronic Format 3 Elect Director For For Mgmt 4 Appoint Internal Statutory For For Mgmt Auditor 5 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors 06/29/06 - A Kagoshima Bank Ltd. *8390* J29094109 03/31/06 3,386 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 3, Final JY 4, Special JY 0 The payout ratio is 15 percent based on consolidated earnings, or 16 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Limit Rights For For Mgmt of Odd-lot Holders - Update Terminology to Match that of New Corporate Law The company seeks to update the terminology of its articles to match that of the new Corporate Law. Nearly all Japanese companies are making these changes in 2006. The changes are routine ones. The company also wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential, and we have no reason to oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 9 are all insiders. Candidates 7 to 9 are new to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 4 Approve Retirement Bonuses for For For Mgmt Directors The retiring directors are both insiders, and we have no reason to oppose this resolution. 04/27/06 - A KBC Groupe (frm. KBC Bank and B5337G162 None 18,290 Insurance Holding Company) 1 Receive Company and Consolidated None Mgmt Financial Statements and Statutory Reports of the Board of Directors(Non-Voting) 2 Receive Company and Consolidated None Mgmt Financial Statements and Statutory Reports of the Auditor(Non-Voting) 3 Receive Consolidated Financial None Mgmt Statements for the Fiscal Year Ended on Dec. 31, 2005 (Non-Voting) 4 Accept Financial Statements of For Mgmt the Fiscal Year Ended on Dec. 31, 2005 5 Approve Allocation of Income and For Mgmt Dividends of EUR 2.51 per Share 6 Approve Discharge of Directors For Mgmt 7 Approve Discharge of Directors For Mgmt of Almanij NV for the Period of January 1, 2005 until March 5, 2005 8 Approve Discharge of Auditors For Mgmt 9 Approve Discharge of Auditorsof For Mgmt Almanij NV for the Period of January 1, 2005 until March 5, 2005 10 Authorize Repurchase of Up to For Mgmt Ten Percent of Issued Share Capital 11 Approve Remuneration of Directors For Mgmt 12 Possibility for Company to Keep For Mgmt the List of Registered Shares through Electronic Support 13 Allow Questions None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/27/06 - S KBC Groupe (frm. KBC Bank and B5337G162 None 18,290 Insurance Holding Company) 1 Receive and Discuss Proposal for None Mgmt Merger between KBC Group and Gevaert NV 2 Approve Merger Agreement For Mgmt 3 Approve Merger by Absorption For Mgmt 4 Cancel Company Treasury Shares For Mgmt 5 Amend Articles Regarding the For Mgmt Installation of a Record Date 6 Authorize Implementation of For Mgmt Approved Resolutions and Filing of Required Documents/Formalities at Trade Registry Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/22/06 - A Keihin Corp. (7251) *7251* J32083107 03/31/06 4,494 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 11, Final JY 12, Special JY 0 The payout ratio is 10 percent based on consolidated earnings, or 15 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize For Against Mgmt Board to Determine Income Allocation - Update Terminology to Match that of New Corporate Law The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make a more substantive change. The company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. We note that Keihin has no independent directors, so this proposal would grant discretion over dividends not to a majority-outsider board as seen in the US, but to the company's management. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For None of the nominees has been designated as an outside director. Candidates 14 to 17 are new to the board. Following this meeting, there will be no outsiders on the board. The overall board size is increasing from 16 to 17. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 3.11 Elect Director --- For 3.12 Elect Director --- For 3.13 Elect Director --- For 3.14 Elect Director --- For 3.15 Elect Director --- For 3.16 Elect Director --- For 3.17 Elect Director --- For 4 Appoint Internal Statutory For For Mgmt Auditor The nominee is not designated by the company as independent, and we have no reason to oppose his nomination. 5 Appoint External Audit Firm For For Mgmt The company seeks to appoint Shin Nihon & Co. as its external audit firm in place of ChuoAoyama Audit Corp., which was recently penalized by Japanese authorities for the role of its auditors in accounting fraud at Kanebo Ltd 6 Approve Payment of Annual For For Mgmt Bonuses to Directors and Statutory Auditors Keihin is proposing aggregate bonus payments of JY 103.8 million to the 16 directors in office during the year under review, and JY 4.2 million to the two full-time statutory auditors. In light of the company's performance, we have no reason to oppose this resolution. 7 Approve Retirement Bonuses for For For Mgmt Directors and Statutory Auditor The recipients have all held executive positions with the company. 06/29/06 - A Keiyo Bank Ltd. *8544* J05754106 03/31/06 15,168 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 3, Final JY 3.5, Special JY 0 Payout ratio is approximately 15 percent. 2 Amend Articles to: Increase For For Mgmt Number of Internal Auditors - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law The company seeks to update the terminology of its articles to match that of the new Corporate Law. These changes are routine. The company also wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. In addition, the company is increasing the maximum number of auditors from 4 to 5, in order to strengthen the audit function. We do not oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 9 are all insiders. Candidates 7 to 9 are executives who are new to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 4 Appoint Internal Statutory For For Mgmt Auditor The nominee for independent auditor, the newly appointed president of Hitachi Software Engineering Co., passes our test for independence. 5 Approve Retirement Bonuses for For For Mgmt Directors The retiring directors are all insiders, and we have no reason to oppose this resolution. 05/25/06 - A Keiyo Co. Ltd. *8168* J32319113 02/28/06 6,061 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 0, Final JY 6.25, Special JY 0 The company posted a net loss in the fiscal year under review, but proposes to dip into reserves to pay a dividend. However, the loss is not from the company's core business operation, but from the adoption of asset impairment accounting. The company expects to return to profitability in the next fiscal year. Note that there is no allocation to director bonuses. 2 Amend Articles to: Authorize For Against Mgmt Share Repurchases at Board's Discretion Because allowing the company to repurchase shares solely at the board's discretion is not in shareholders' interest, we recommend that shareholders oppose the resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Assuming all nominees are elected, the board after this meeting will be composed entirely of 10 executive directors, down from the current 12. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 4 Appoint Internal Statutory For Against Mgmt Auditor Because the nominee for independent statutory auditor is a long-time executive of Keiyo's main bank, he cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 5 Approve Retirement Bonuses for For Against Mgmt Directors, Special Payment to Family of Deceased Statutory Auditor, and Special Payments to Continuing Directors and Statutory Auditors in Connection with Abolition of Retirement Bonus System Two of the continuing statutory auditors are designated by the company as independent statutory auditors. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing the whole item. 06/22/06 - A Keller Group PLC G5222K109 None 1,930 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Final Dividend of 8.2 For For Mgmt Pence Per Ordinary Share 3 Approve Remuneration Report For For Mgmt 4 Re-elect Pedro Jimenez as For For Mgmt Director 5 Re-elect Keith Payne as Director For For Mgmt 6 Re-elect Bob Rubright as Director For For Mgmt 7 Reappoint KPMG Audit Plc as For For Mgmt Auditors and Authorise the Board to Determine Their Remuneration 8 Approve Scrip Dividend For For Mgmt 9 Authorise Issue of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 2,182,007 10 Authorise Issue of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 327,629 11 Authorise 6,552,573 Ordinary For For Mgmt Shares for Market Purchase 03/23/06 - A Kenedix Inc. (formerly J3243N100 12/31/05 148 Kennedy-Wilson Japan) *4321* 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 0, Final JY 1250, Special JY 0 2 Amend Articles to: Expand For For Mgmt Business Lines - Increase Authorized Capital - Authorize Appointment of Alternate Statutory Auditors - Reduce Directors' Term in Office - Authorize Public Announcements in Electronic Format 3 Elect Directors For For Mgmt 4 Appoint Alternate Internal For For Mgmt Statutory Auditor 10/06/05 - S Keppel Land Ltd. (formerly V87778102 None 7,716 Straits Steamship Land) 1 Approve Sale of Parco Bugis For For Mgmt Junction Together With the Plant, Equipment, and Certain Fixed Assets to CapitaMall Trust and Sale of an 80 Percent Equity Interest in BCH Retail Investment Pte Ltd. to CapitaLand Retail (SI) Investments Pte Ltd. 2 Approve Acquisition by Keppel For For Mgmt Land Properties Pte Ltd. of the Entire Issued Capital of BCH Office Investment Pte Ltd. from Bugis City Hldgs. Pte Ltd. and CapitaLand Retail (SI) Investments Pte Ltd. at an Aggregate Consideration of SGD 49.0 Million 02/16/06 - S Kerry Properties Ltd G52440107 02/13/06 36,000 1 Approve Contract for the For For Mgmt Establishment of a Joint Venture to be Named Shanghai Pudong Kerry City Properties Co. Ltd. (JVCO) and Funding Agreement in Relation to the JVCO 06/10/06 - A Koa Corporation *6999* J34125104 03/31/06 4,156 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 4.5, Final JY 6.5, Special JY 0 2 Amend Articles to: Decrease For Against Mgmt Maximum Board Size - Limit Legal Liability of Directors, Statutory Auditors and Audit Firm - Limit Rights of Odd-Lot Holders - Update Terminology to Match that of New Corporate Law Because it is not in shareholders' interest to limit the liability of the external audit firm, we recommend that shareholders oppose the whole resolution. 3 Elect Directors For For Mgmt 4 Approve Special Bonus for Family For For Mgmt of Deceased Director and Retirement Bonus for Director 06/23/06 - A Komatsu Ltd. *6301* J35759125 03/31/06 77,000 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 8, Final JY 10, Special JY 0 2 Amend Articles to: Limit Rights For For Mgmt of Odd-lot Holders - Update Terminology to Match that of New Corporate Law 3 Elect Directors For For Mgmt 4 Appoint Internal Statutory For For Mgmt Auditor 5 Approve Director Stock Option For For Mgmt Plan and Amendment to Director Compensation Ceiling 6 Approve Employee Stock Option For For Mgmt Plan 05/03/06 - A Koninklijke Bam Groep NV N0840N199 04/26/06 7,582 (Formerly Koninklijke Bam NBM) 1 Open Meeting and Announcements None Mgmt 2.a Receive Report of Management None Mgmt Board 2.b Receive Report of Supervisory None Mgmt Board 2.c Approve Financial Statements and For Mgmt Statutory Reports 3 Approve Discharge of Management For Mgmt Board 4 Approve Discharge of Supervisory For Mgmt Board 5 Receive Explanation on Company's None Mgmt Reserves and Dividend Policy 6 Approve Dividends of EUR 2.00 For Mgmt Per Share 7.a Grant Board Authority to Issue For Mgmt Common Shares and Cumulative Preference Shares F Up To 10 Percent of Issued Capital Plus an Additional 10 Percent in Case of Takeover/Merger and Authorization to Issue All Cumulative Preference Shares B 7.b Authorize Board to Exclude For Mgmt Preemptive Rights from Issuance Under Item 7a 8 Authorize Repurchase of Up to For Mgmt Ten Percent of Issued Share Capital (Ordinary Shares and Cumulative Preference Shares F) 9 Amend Articles Re: Share Split For Mgmt 10 Reelect R.J.N Abrahamsen and For Mgmt Elect W. van Vonno to Supervisory Board 11 Approve Remuneration Report For Mgmt Containing Remuneration Policy for Management Board Members 12 Ratify PricewaterhouseCoopers For Mgmt Accountants N.V. as Auditors 13 Allow Questions None Mgmt 14 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 03/24/06 - A Kookmin Bank Y4822W100 12/31/05 20,500 1 Approve Appropriation of Income For For Mgmt and Dividend of KRW 550 Per Share 2 Amend Articles of Incorporation For For Mgmt to Require Shareholder Approval on Stock Option Issuances, to Require Minimum Five Independent Non-Executive Directors, to Set Terms of Directors, to Create Sub-Committee, and to Allow Quarterly Dividends 3 Elect Directors For For Mgmt 4 Elect Members of Audit Committee For For Mgmt 5 Approve Previous Stock Option For For Mgmt Grants 6 Approve Stock Option Grants For For Mgmt 06/15/06 - A Korean Reinsurance Co. Y49391108 03/31/06 3,601 1 Approve Appropriation of Income For For Mgmt and Cash Dividend of KRW 200 Per Share and Stock Dividend 2 Approve Stock Option Grants For For Mgmt 3 Elect Directors For For Mgmt 4 Elect Member of Audit Committee For For Mgmt who is Independent Non-Executive Director 5 Elect Member of Audit Committee For For Mgmt who is not Independent Non-Executive Director 6 Approve Limit on Remuneration of For For Mgmt Directors 06/29/06 - A Krosaki Harima Corp. *5352* J37372109 03/31/06 11,422 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 0, Final JY 5, Special JY 0 The payout ratio is approximately 16 percent based on consolidated earnings, or 26 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. The income allocation does not include bonuses to directors or statutory auditors. 2 Amend Articles to: Expand For For Mgmt Business Lines - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Non-executive Directors and Statutory Auditors The company seeks the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 13 are all insiders. Candidates 13 is an executive who is new to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 3.11 Elect Director --- For 3.12 Elect Director --- For 3.13 Elect Director --- For 4 Appoint Internal Statutory For Against Mgmt Auditor Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor -- a current executive of the company's largest shareholder, Nippon Steel Corporation, with a 44.44 percent stake in the company -- cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 5 Appoint Alternate Internal For Against Mgmt Statutory Auditor Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for alternate independent auditor -- a current executive of the company's largest shareholder, Nippon Steel Corporation, with a 44.44 percent stake in the company -- cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 6.1 Appoint External Auditors For For Mgmt First, the company seeks to appoint KPMG Azsa. The company's current audit firm, ChuoAoyama, faces a business suspension from July 1 through August 31 over the involvement of its auditors in accounting fraud at Kanebo Ltd. The company proposes to reappoint ChuoAoyama after the suspension ends, to promote continuity, but it appears that Azsa will audit the books alongside ChuoAoyama. We have no reason to oppose the appointment of Azsa. 6.2 Appoint External Auditors For For Mgmt In the second part of this resolution, the company seeks approval to reappoint ChuoAoyama once the suspension period ends, apparently to serve alongside Azsa. The company argues that this will guarantee continuity in the audit process. Although ISS has been opposing the appointment of ChuoAoyama as a company's sole external auditor, in this case we do not oppose this resolution. 7 Approve Retirement Bonuses for For Against Mgmt Director and Statutory Auditor The retiring auditor has been designated by the company as independent. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing the whole item. 04/21/06 - A KS Energy Services Limited Y498A2103 None 10,023 (frmly KS Tech Ltd) 1 Adopt Financial Statements and For For Mgmt Directors' and Auditors' Reports 2 Declare Final Dividend of SGD For For Mgmt 0.02 Per Share 3 Declare Special Dividend of SGD For For Mgmt 0.006 Per Share 4 Approve Directors' Fees of SGD For For Mgmt 155,000 5 Reelect Tan Fuh Gih as Director For Against Mgmt Due to the company's failure to provide the annual report for fiscal year 2005, we are unable to ascertain the level of independence of these nominees. Given this and considering our position against executive directors who are also members of key board committees, as their presence threatens to undermine the purpose of these committees in providing independent oversight and preventing conflicts of interest, a vote against these resolutions is recommended. 6 Reelect Billy Lee Beng Cheng as For Against Mgmt Director See Item 5. 7 Reelect Lim Jit Poh as Director For Against Mgmt See Item 5. 8 Reelect Lim Ho Seng as Director For Against Mgmt See Item 5. 9 Reelect Sheikh Faisal F.J. For Against Mgmt Althani as Director See Item 5. 10 Reappoint KPMG as Auditors and For For Mgmt Authorize Board to Fix Their Remuneration 11 Approve Issuance of Shares For For Mgmt without Preemptive Rights 03/23/06 - A KT Freetel (Formerly Korea Y4991F102 12/31/05 10,498 Telecom Freetel) 1 Approve Appropriation of Income For For Mgmt and Dividend of KRW 600 Per Share 2 Amend Articles of Incorporation For For Mgmt to Expand Business Objectives and to Require Shareholder Approval on Stock Option Issuances 3 Elect Member of Audit Committee For For Mgmt 4 Elect Independent Non-Executive For For Mgmt Director 5 Elect Executive Directors For For Mgmt 6 Approve Limit on Remuneration of For For Mgmt Directors 03/17/06 - A KT&G Corp. (Formerly Korea Y49904108 12/31/05 25,610 Tobacco & Ginseng) 1 Approve Appropriation of Income For For Mgmt and Dividends of KRW 1700 Per Share For Items 2.1 to 2.5, shareholders are asked to choose from amoung five candidates to fill two open board seats. Cumulative voting will apply for this contested election, so the two candidates with the highest levels of support will be elected. 2 Elect Directors For Against Mgmt 2.1 Elect Independent Non-Executive Director --- Against We recommend that shareholders support candidates 3 and 5 and oppose candidates 1, 2, and 4. 2.2 Elect Independent Non-Executive Director --- Against See Item 2.1. 2.3 Elect a Shareholder-Nominee to Against For ShrHoldr the Board 2.4 Elect a Shareholder-Nominee to Against Against ShrHoldr the Board See Item 2.1. 2.5 Elect a Shareholder-Nominee to Against For ShrHoldr the Board 3 Elect Four Members of Audit For For Mgmt Committee 4 Approve Limit on Remuneration of For For Mgmt Directors 06/23/06 - A Kubota Corp. *6326* J36662138 03/31/06 136,404 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 4, Final JY 6, Special JY 0 The payout ratio is 16 percent based on consolidated earnings, or 27 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Decrease For For Mgmt Authorized Capital to Reflect Share Repurchase - Authorize Public Announcements in Electronic Format - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law The company seeks to update the terminology of its articles to match that of the new Corporate Law. These changes are routine. The company also wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. In addition, the board is seeking to decrease authorized capital from 1.931 billion to 1.875 billion shares to reflect the repurchase and cancellation of shares during the fiscal year under review. 3 Amend Articles to: Authorize For Against Mgmt Board to Determine Income Allocation In this item, the company seeks to amend its articles to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 4 Elect Directors For Split Mgmt 4.1 Elect Director --- Against As noted, an executive of the company was arrested for alleged bid-rigging for public sewage systems. Because this arrest is not the first such incident at the company and because the board after the meeting will be composed entirely of 21 executive directors, ISS recommends that shareholders vote against nominee 1, the current president, who used to be in charge of compliance issues before becoming president in 2003; nominee 4, a current senior managing director in charge of compliance and promotion of corporate social responsibility; nominee 8, who is new to the board and has been in charge of environmental engineering (which includes sewage system construction) and nominee 21, who is new to the board and has been in charge of the sewage system business. 4.2 Elect Director --- For 4.3 Elect Director --- For 4.4 Elect Director --- Against 4.5 Elect Director --- For 4.6 Elect Director --- For 4.7 Elect Director --- For 4.8 Elect Director --- Against 4.9 Elect Director --- For 4.10 Elect Director --- For 4.11 Elect Director --- For 4.12 Elect Director --- For 4.13 Elect Director --- For 4.14 Elect Director --- For 4.15 Elect Director --- For 4.16 Elect Director --- For 4.17 Elect Director --- For 4.18 Elect Director --- For 4.19 Elect Director --- For 4.20 Elect Director --- For 4.21 Elect Director --- Against 05/04/06 - A Labopharm Inc *DDS.* 504905100 03/10/06 11,064 1 Elect Directors Santo J. Costa, For For Mgmt James R. Howard-Tripp, Richard J. MacKay, Anthony C. Playle, Frederic Porte, Robert Raich, Jacques L. Roy and James S. Scibetta 2 Approve Ernst & Young LLP as For For Mgmt Auditors and Authorize Board to Fix Remuneration of Auditors 04/28/06 - A LABROY MARINE LTD Y5109N143 None 96,078 1 Adopt Financial Statements and For For Mgmt Directors' and Auditors' Reports 2 Declare First and Final Dividend For For Mgmt of SGD 0.022 3 Reelect Ong Lian Choon as For Against Mgmt Director We note that Ong Lian Choon is an executive director who serves on the board's Audit Committee. We prefer that all key board committees comprise only independent directors. We believe that executives -- particularly on such key board committees as the audit, remuneration and nominating committees -- threaten to undermine the purpose of these committees in providing independent oversight and preventing conflicts of interest. The best practice recommendations stipulated in Singapore's Code of Corporate Governance also limit members of the audit and remuneration committees to non-executives only. Therefore shareholders are advised to vote against this proposal. 4 Approve Directors' Fees For For Mgmt 5 Reappoint Auditors and Authorize For For Mgmt Board to Fix Their Remuneration 6 Other Business (Voting) For Against Mgmt While such requests are usually routine, the potential for discussion and subsequent approval of items that could be dangerous to minority shareholders is a possibility. Until more detailed information is made available concerning these items, a vote opposing such requests must be recommended. 7 Approve Issuance of Shares For For Mgmt without Preemptive Rights 8 Approve Issuance of Shares and For Against Mgmt Grant of Options Pursuant to the Labroy Share Option Scheme In this case, the percentage of shares available under the company's share option scheme is 15 percent of the issued capital, which is considered an unacceptable level of dilution. This scheme cannot be considered sufficiently well structured to justify a potential dilution level of 15 percent. 06/29/06 - A Leopalace21 Corp. *8848* J38781100 03/31/06 11,460 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 0, Final JY 15, Special JY 0 The company is paying a dividend despite posting a net loss for the year under review. The loss was due primarily to charges associated with the application of asset impairment accounting to the company's resort in Guam. Leopalace21 expects to return to profitability in the current year. Note that the income allocation includes no director or statutory auditor bonuses. 2 Amend Articles to: Expand For For Mgmt Business Lines - Update Terminology to Match that of New Corporate Law The company seeks to add a number of items to its business objectives clause related to the provision of home nursing and health care and the operation of facilities for the aged. Because assisted living facilities are likely to be a growth area in Japan, and because they are reasonably related to the company's current business operations, we support this amendment. The other changes are routine ones. 3 Elect Director For For Mgmt The nominee, the president of a construction company in which Leopalace21 holds a 37 percent stake, has not been designated as an outside director. Although we believe the company needs to appoint independent outsiders at the earliest possible opportunity, we have no particular reason to oppose this nominee. 03/10/06 - A LG Electronics Inc. Y5275H177 12/31/05 3,190 1 Approve Appropriation of Income For For Mgmt and Dividends of KRW 1250 Per Common Share 2 Elect Directors For For Mgmt 3 Elect Member of Audit Committee For For Mgmt 4 Approve Limit on Remuneration of For For Mgmt Directors 03/10/06 - A LG Household & Health Care Y5275R100 12/31/05 1,070 Ltd. 1 Approve Appropriation of Income For For Mgmt and Dividends of KRW 1000 Per Common Share 2 Approve Limit on Remuneration of For For Mgmt Directors 06/27/06 - A/S LINEDATA SERVICES F57273116 None 147 Ordinary Business 1 Approve Financial Statements and For Mgmt Discharge Members of Management Board and Auditors 2 Approve Non-Tax Deductible For Mgmt Expenses 3 Approve Allocation of Income and For Mgmt Dividends of EUR 0.25 per Share 4 Approve Special Auditors' Report For Mgmt Regarding Related-Party Transactions 5 Accept Consolidated Financial For Mgmt Statements and Statutory Reports 6 Reelect Monique Bourven as For Mgmt Supervisory Board Member 7 Reelect Jean-Philippe Peugeot as For Mgmt Supervisory Board Member 8 Approve Remuneration of For Mgmt Directors in the Aggregate Amount of EUR 150,000 9 Acknowledge Merger by Absorption For Mgmt of Auditor: Barbier Frinault & Cie by Barbier Frinault & Autres (Ernst & Young et Autres) 10 Authorize Repurchase of Up to For Mgmt Ten Percent of Issued Share Capital Special Business 11 Amend Articles: Allow Attendance For Mgmt of Board Meetings Through Videoconference or Telecommunication 12 Authorize Filing of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/19/06 - S London Stock Exchange Group G8502Z119 None 172,512 PLC 1 Approve Scheme of Arrangement; For For Mgmt Cancellation of the Existing Ord. Shares and Subsequent Increase of the Auth. Share Cap.; Issue Equity with Rights up to GBP 25M; Amend Art. of Association; Amend Company's LTIP 2004, SAYE Option Scheme, Share Incentive Plan 05/11/06 - A Lookers plc G56420105 None 610 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Remuneration Report For Against Mgmt 3 Approve Final Dividend of 10.5 For For Mgmt Pence Per Ordinary Share 4 Re-elect Andrew Bruce as Director For For Mgmt 5 Re-elect David Mace as Director For For Mgmt 6 Re-elect Terry Wainwright as For For Mgmt Director 7 Elect John Brown as Director For For Mgmt 8 Reappoint PricewaterhouseCoopers For For Mgmt LLP as Auditors of the Company 9 Authorise Board to Fix For For Mgmt Remuneration of Auditors 10 Authorise Issue of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 2,977,258 11 Authorise Issue of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 446,588 12 Authorise 3,572,709 Ordinary For For Mgmt Shares for Market Purchase 13 Adopt New Articles of Association For For Mgmt 06/30/06 - S Lookers plc G56420105 None 610 1 Approve Share Sub-Division of For For Mgmt Each Authorised Ordinary Share of 25 Pence Each Into 5 Ordinary Shares of 5 Pence Each 2 Elect Tony Bramall as Director For For Mgmt 3 Approve Subsciption for New For For Mgmt Ordinary Shares by the Trustee of the Lookers Employees' Share Trust 04/12/06 - A Lottomatica SpA T6326Y108 04/10/06 174 Annual Meeting Agenda 1 Approve Financial Statements, For Mgmt Statutory Reports, and Allocation of Income 2 Authorize Reduction of Statutory For Mgmt Reserve Via Distribution 3 Approve Stock Option Plan for For Mgmt Employees 4 Amend Articles 3, 5.3, 10.1, For Mgmt 14.1, 14.2, 14.3, 15.2, 16.2, 18.2, 18.3, 19.1, 19.2, 19.3, 21.2, and 24.1 of the Company's Bylaws 5 Authorize Board to Increase For Mgmt Capital of Up To EUR 1,720 Million of Which Up To EUR 1,670 Million With Preemptive Rights and of Up To 50 Million Without Preemptive Rights and Reserved For Employees; Amend Article 5 of the Company's Bylaws Accordingly Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 03/14/06 - S Macintosh Retail Group NV N54137141 None 296 (Formerly Macintosh NV) 1 Open Meeting None Mgmt 2 Approve Acquisition of Scapino For Mgmt B.V. 3 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/26/06 - A Macintosh Retail Group NV N54137141 None 296 (Formerly Macintosh NV) 1 Open Meeting None Mgmt 2a Receive Report of Management None Mgmt Board 2b Receive Report of Supervisory None Mgmt Board 3a Approve Financial Statements and For Mgmt Statutory Reports 3b Approve Allocation of Income and For Mgmt Dividends of EUR 1.80 per Share 3c Approve Discharge of Management For Mgmt Board 3d Approve Discharge of Supervisory For Mgmt Board 4a Announce Vacancies on None Mgmt Supervisory Board 4b Discussion of Supervisory Board None Mgmt Profile 4c Opportunity for Shareholder to None Mgmt Make Supervisory Board Nominations 4d Notification of Supervisory None Mgmt Board's Nomination 4e Reelect Nuhn to Supervisory Board For Mgmt 5a Grant Board Authority to Issue For Mgmt Shares Up To 10 Percent of Issued Capital 5b Eliminate Preemptive Rights For Mgmt 6 Authorize Repurchase of Up to For Mgmt Ten Percent of Issued Share Capital 7 Approve Share Split For Mgmt 8 Approve Remuneration of For Mgmt Supervisory Board 9 Announcements, Allow Questions None Mgmt and Close Meeting Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/29/06 - A MACNICA *7631* J3924U100 03/31/06 478 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 0, Final JY 30, Special JY 0 The payout ratio is 21 percent based on consolidated earnings, or 44 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Require For Against Mgmt Supermajority Vote to Remove Director - Decrease Maximum Board Size - Authorize Public Announcements in Electronic Format - Limit Rights of Odd-lot Holders The company is decreasing the maximum number of directors on the board from 10 to 6 in order to strengthen the management structure by speeding up the decision-making process. The company would still have 2 vacant seats on the board following this meeting. However, the company seeks to specify that removing a director will require a two-thirds majority vote, rather than the simple majority which is the default threshold under the new Corporate Law. Because we do not believe it is in shareholders' interest to increase the percentage of votes required to remove a director from office, we recommend that shareholders vote against this resolution. 12/12/05 - A MACQUARIE PROLOGIS TRUST ADPV02051 12/10/05 95,864 1 Approve Issuance of Performance For For Mgmt Fee Units in the Trust to Macquarie ProLogis Management Ltd. (Manager) 03/10/06 - A Maeil Dairy Industry Co. Y5373N100 12/31/05 2,984 1 Approve Appropriation of Income For For Mgmt and Dividends of KRW 125 Per Share Proposed dividend is KRW 125, which corresponds to a payout ratio of 7 percent, up from 4 percent the previous year. Although the payout ratio is low even by Korean standards, given that the company increased its dividend from KRW 100 the previous year to KRW 125, we do not oppose this income allocation and dividend proposal at this time. 2 Elect Directors For For Mgmt The nominees are Kim Jung-Wan, the representative director of the company; Kim In-Soon, the vice chairwoman of Sangha Corp.; Seung Baek-Hwan, a manager of the company; Chung Jong-Hun, a plant manager of the company; and Nam Sang-Su, a director of Sangha Corp. None of the nominees has engaged in any disclosable transaction with the company within the last three years. The number of directors remains unchanged at 10, of whom three are independent non-executive directors. None of the nominees is an independent non-executive director. 3 Approve Limit on Remuneration of For For Mgmt Directors Proposed limit for 2006 is KRW 1.6 billion, up from KRW 1.4 billion in 2005. Although last year's actual payout was not disclosed, we see no reason to oppose this resolution. 4 Approve Limit on Remuneration of For For Mgmt Auditor The ceiling for one auditor for 2006 will be unchanged at KRW 80 million. Last year's actual payout was not disclosed. 03/31/06 - S Mahindra & Mahindra Ltd Y54164135 None 12,770 Postal Ballot 1 Approve Issuance of Equity or For Mgmt Equity-Linked Securities without Preemptive Rights Up to an Aggregate Amount of $200 Million Subject to an Additional Allotment Not Exceeding 15 Percent of the Initial Offer Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/20/06 - A Makino Milling Machine Co. J39530100 03/31/06 12,202 Ltd. *6135* 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 5, Final JY 7, Special JY 0 The payout ratio is 13 percent based on consolidated earnings, or 33 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Limit For For Mgmt Directors' and Statutory Auditors' Legal Liability - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. As odd-lot shareholders would be extremely unlikely to bring shareholder lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. The company seeks the authority to impose limits on the legal liability of directors and internal auditors, and of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 9 are all insiders and are being reappointed to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 4 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors and Statutory Auditors The ceilings would be raised from JY 25 million per month (JY 300 million per year) to JY 450 million per year for directors, and from JY 7.5 million per month (JY 90 million per year) to JY 140 million per year for auditors. The ceilings were last adjusted in 1990 for directors and in 2004 for internal auditors. After this meeting, the number of directors will be 9 and that of auditors will be 4. These changes are being requested because of increases in the cost of living since the ceiling was last raised. Because the new ceilings are not especially high, and because the company has been profitable, we have no reason to oppose this resolution. 05/19/06 - A MAN AG D51716104 04/28/06 21,746 1 Receive Financial Statements and None Mgmt Statutory Reports for Fiscal 2005 2 Approve Allocation of Income and For Mgmt Dividends of EUR 1.35 per Share 3 Approve Discharge of Management For Mgmt Board for Fiscal 2005 4 Approve Discharge of Supervisory For Mgmt Board for Fiscal 2005 5 Authorize Share Repurchase For Mgmt Program and Reissuance of Repurchased Shares 6 Amend Articles Re: Remuneration For Mgmt of Supervisory Board Members 7 Ratify KPMG Deutsche For Mgmt Treuhand-Gesellschaft AG as Auditors for Fiscal 2006 Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/12/06 - A Management Consulting Group G5775H107 None 5,758 Plc (Fm Proudfoot Cons.) 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 0.8 For For Mgmt Pence Per Share 4 Re-elect Baroness Cohen of For For Mgmt Pimlico as Director 5 Re-elect J Bolduc as Director For For Mgmt 6 Elect S Ferriss as Director For For Mgmt 7 Elect A Simon as Director For For Mgmt 8 Reappoint Deloitte & Touche LLP For For Mgmt as Auditors and Authorise the Board to Determine Their Remuneration 9 (a) Authorise Issue of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 19,378,544 9 (b) Authorise Issue of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 2,368,667.75 9 (c) Authorise 18,949,341 Ordinary For For Mgmt Shares for Market Purchase 06/29/06 - A Marubun Co *7537* J39818109 03/31/06 1,511 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 10, Final JY 13, Special JY 0 The payout ratio is 23 percent based on consolidated earnings, or 32 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Update For For Mgmt Terminology to Match that of New Corporate Law - Limit Liability of Non-Executive Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. The company seeks the authority to impose limits on the legal liability of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 3 are all insiders and are new to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 4 Appoint Alternate Internal For For Mgmt Statutory Auditor The nominee for independent auditor, an attorney, passes our test for independence. 5 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors and Statutory Auditors These changes are being requested because of increases in the cost of living since the ceiling was last raised and because annual bonuses are now part of the ceiling. Because the new ceilings are not especially high, and because the company has been profitable, we see no reason to oppose this resolution. 06/28/06 - A Matsushita Electric Industrial J41121104 03/31/06 75,000 Co. Ltd. *6752* 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 10, Final JY 10, Special JY 0 2 Amend Articles to: Authorize For Against Mgmt Board to Determine Income Allocation - Limit Nonexecutive Statutory Auditors' Legal Liability - Update Terminology to Match that of New Corporate Law Because allowing the company to determine income allocation at the board's discretion is not in shareholders' interest, we recommend that shareholders oppose the whole resolution. 3 Elect Directors For For Mgmt 4 Appoint Internal Statutory For For Mgmt Auditor 5 Approve Retirement Bonuses for For Against Mgmt Directors and Special Payments to Continuing Directors and Statutory Auditors in Connection with Abolition of Retirement Bonus System As we believe the payment of such bonuses to non-executives, at the discretion of the insiders, is a highly inappropriate practice anywhere, we see no alternative but to recommend opposing the whole item. 06/27/06 - A MECALUX SA E73489101 None 855 1 Accept Individual and For For Mgmt Consolidated Financial Statements and Statutory Reports for Fiscal Year 2005 2 Approve Allocation of Income for For For Mgmt Fiscal Year 2005 3 Approve Discharge of Management For For Mgmt Board 4 Approve Auditors For For Mgmt 5 Approve Extraordinary Dividends For For Mgmt Charged to Reserves 6 Approve Increase in Authorized For For Mgmt Capital 7 Amend Company Articles 17 For For Mgmt (Meeting Types), 20 (Meeting Notices), 23 (Representation), 26 (Votes and Agreements), 32 (Directors Compensation); Amend Gen. Meeting Guidelines Articles 3 (Meeting Types), 10 (Mtg. Attendance by Representation), 11 (Votes) 8 Approve Remuneration of Directors For For Mgmt 9 Authorize Repurchase of Shares For For Mgmt 10 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities without Preemptive Rights 11 Authorize Board to Ratify and For For Mgmt Execute Approved Resolutions 12 Allow Questions None None Mgmt 13 Approve Minutes of Meeting For For Mgmt 10/17/05 - S Meda AB W5612K109 10/07/05 1,449 1 Open Meeting None None Mgmt 2 Elect Chairman of Meeting For For Mgmt 3 Approve Agenda of Meeting For For Mgmt 4 Prepare and Approve List of For For Mgmt Shareholders 5 Designate Inspector or For For Mgmt Shareholder Representative(s) of Minutes of Meeting 6 Acknowledge Proper Convening of For For Mgmt Meeting 7 Issue 41.8 Million Class A For For Mgmt Shares with Preemptive Rights in Connection with Recent Acquisition of Viatris Holding GmbH This item requests that shareholders authorize the board to create a pool of conditional capital of SEK 83.6 million ($12.5 million) in connection with the recent (Sept. 29, 2005) acquisition of the German pharmaceutical group Viatris Holding GmbH for an amount of EUR 588 million ($794.6 million) for all shares in Viatris..On top of this amount, Meda assumed debt of about EUR 135 million (SEK 182.4 million). In addition, Meda takes over provision for pensions and liquid funds in Viatris. Initially, a bank loan is financing the acquisition, which will be partly refinanced via a preferential rights issue worth SEK 2,508 million ($373.8 million). Meda had previously announced its intentions to establish marketing affiliates in certain larger European markets. According to a press release, there are substantial product cross selling opportunities. Meda's main market is the Nordic area where Viatris does not have any subsidiaries. Product synergies are substantial as Meda's products could now be marketed in several new markets whilst at the same time, Meda's organisation can market Viatris' products in the Nordic countries. Meda has no own production facilities as manufacturing is done by contract manufacturers. Viatris has modern production sites for inhalation products and tablet production. In addition, Viatris has capacity for pharmaceutical development which will improve the value of existing product portfolios of mature products. The potential dilution from the share issuance amounts to 66.7 percent. Each three existing shares currently held entitles to two subscription rights. The shares may be purchased to a price of SEK 60 ($8.94) per share. The Meda share currently trades at SEK 136.5 ($20.34). Thus, shares may be purchased to a potential discount of 56 percent. Since ISS approves of general issuance requests with preemptive rights with up to 100 percent dilution and this issuance is being undertaken to help finance the already approved acquisition of Viatris, we recommend a vote in favor of this proposal. 8 Approve Stock Option Plan for For For Mgmt Key Employees; Reserve 3 Million Shares to Guarantee Conversion Rights The potential dilution amounts to 4.8 percent in terms of share capital and voting rights. The company does not have any other outstanding incentive plans. Conversion may take place during the period February 27, 2006 through February 26, 2008. The conversion price will equal SEK 150 ($22.35). The Meda share currently trades at SEK 136.5 ($20.34), which translates to approximately 110 percent of the value of the company's share value today. Since the features of the plan comply with our guidelines, we recommend a vote in favor. 9 Close Meeting None None Mgmt 06/29/06 - A Meiko Electronics Co., Ltd. J4187E106 03/31/06 1,158 *6787* 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 12.50, Final JY 17.50, Special JY 0 The payout ratio is approximately 10 percent based on consolidated earnings, or 39 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize For Against Mgmt Public Announcements in Electronic Format - Limit Liability of Directors, Statutory Auditors, and Audit Firm The company seeks the authority to impose limits on the legal liability of directors and internal auditors, and of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. The company seeks to limit the liability of its external audit firm in the event of a shareholder lawsuit. We believe this may have a negative impact on the quality of the audit function, and we recommend that shareholders oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For None of the nominees has been designated by the company as an outside director. Candidate 6 is new to the board while Candidate 1 to 5 are being reappointed to the board. Following this meeting, there will be no outside directors on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 4 Appoint Internal Statutory For For Mgmt Auditor The nominee for independent auditor passes our test for independence. ISS considers him to be an independent outsider, as he is the president of KS Consulting., which is not engaged in a business relationship with the company. 5 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors The changes are being requested because of increases in the cost of living since the ceiling was last raised. Because the new ceilings are not especially high, and because the company has been profitable, we see no reason to oppose this resolution. 6 Approve Retirement Bonus for For For Mgmt Statutory Auditor The retiring auditor has not been classified as independent, and we have no reason to oppose this resolution. 03/29/06 - A Mercian Corp. *2536* J68166115 12/31/05 19,936 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 0, Final JY 5, Special JY 0 2 Amend Articles to: Expand For For Mgmt Business Lines - Decrease Authorized Capital to Reflect Share Repurchase 3 Appoint Internal Statutory For For Mgmt Auditor 06/30/06 - A Merck KGAA D5357W103 06/09/06 12,222 1 Receive Financial Statements and None Mgmt Statutory Reports for Fiscal 2005 2 Accept Financial Statements and For Mgmt Statutory Reports for Fiscal 2005 3 Approve Allocation of Income and For Mgmt Dividends of EUR 0.85 per Share 4 Approve Discharge of Personally For Mgmt Liable Partners for Fiscal 2005 5 Approve Discharge of Supervisory For Mgmt Board for Fiscal 2005 6 Ratify KPMG Deutsche For Mgmt Treuhand-Gesellschaft AG as Auditors for Fiscal 2006 7 Approve Affiliation Agreement For Mgmt with Subsidiary Merck OLED Materials GmbH 8 Elect Supervisory Board Member For Mgmt 9 Amend Articles Re: Designate For Mgmt Electronic Publications for Meeting Announcements and Invitation to Shareholder Meetings 10 Amend Articles to Reflect For Mgmt Changes in Capital due to Issuance of Shares under Stock Option Plan 11 Authorize Exclusion of For Mgmt Preemptive Rights for Issuance of Shares Against Contributions in Kind from Existing EUR 64.3 Million Pool of Capital 12 Amend Existing Pool of Capital For Mgmt Reserved for Options to Reflect Amount Already Used 13 Increase Amount of Existing Pool For Mgmt of Capital (Bedingtes Kapital I) to EUR 66.4 Million 14 Amend Articles Re: Calling of, For Mgmt Registration for, and Conducting of Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance) 15 Amend Articles Re: Sharing of For Mgmt Profits and Losses with Personally Liable Partner E. Merck OHG Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/15/06 - A Meritz Fire & Marine Insurance Y5945N109 03/31/06 16,000 Co. (frmy Oriental Fire & Marine Insurance Co.) 1 Approve Appropriation of Income For For Mgmt and Dividend of KRW 100 Per Share Proposed dividend is KRW 100, which corresponds to a payout ratio of 30 percent, down from 37 percent the previous year. The payout ratio is not especially low by Korean standards. In light of the company's solid growth in profits year over year, we do not oppose this income allocation and dividend proposal. 2 Amend Articles of Incorporation For For Mgmt to Require Shareholder Approval on Stock Option Issuances, to Introduce Quarterly Dividends, and to Set Requirement for Director and Audit Committee Member Dismissal The first amendment would require shareholder approval on all stock options issued by the board. The second amendment would allow the company to pay its dividends quarterly. The last amendment would require two-third approval from shareholders presented or a majority of total issued shares in case of any director or audit committee member's dismissal. We disapprove in principle of bundling together proposals that could be presented as separate voting items because bundled resolutions leave shareholders with an all-or-nothing choice, skewing power disproportionately towards the board and away from shareholders. However, companies in South Korea do this routinely. In this case, because the proposed amendments are neutral-to-positive, we recommend support for this resolution. 3 Approve Limit on Remuneration of For For Mgmt Directors Proposed limit for 2006 is KRW 3.7 billion, unchanged from 2005. Although last year's actual payout was not disclosed, we see no reason to oppose this resolution. 4 Approve Stock Option Grants For For Mgmt The company is seeking shareholder approval on the grant of options for 1100000 shares to 15 executives and employees. These options may be exercised between June 16, 2008, and June 15, 2016. The exercise price of these options was determined in accordance with the Securities and Exchange Act Enforcement Decree, which provides that the exercise price shall be either the average of the weighted average closing share prices over two-month, one-month, and one-week periods prior to the grant date or the par value of the company's shares-- whichever is greater. The exercise price shall be adjusted in the event of a capital increase, stock dividend, capitalization of reserves, stock split, or reverse split. These grants would bring the total number of options granted to 4583220, representing approximately 5 percent of issued share capital. This falls barely within ISS guidelines on dilution. 08/05/05 - S METKA SA X5328R165 None 1,965 1 Approve Reduction in Share For Mgmt Capital by Up to EUR 70.13 Million Via Decrease in Par Value From EUR 1.67 to EUR 0.32 for Cash Payment to Shareholders; Amend Article 5 Accordingly 2 Codification of Articles For Mgmt 3 Approve Remuneration of For Mgmt Directors In Accordance With Greek Law 4 Other Business (Non-Voting) None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 01/24/06 - A Metro Inc. *MRU.A* 59162N109 12/09/05 124 Meeting For Class A Subordinate & Class B Shareholders 1 Elect Directors P. Brunet, M. For For Mgmt DeSerres, C. Dussault, S. Ferland, B.A Gaunt, P. Gauthier, P. Gobeil, C.W.E. Haub, M. Jodoin, M. Labonte, P.H. Lessard, G.A Limoges, M. Nadeau and B.A Roy 2 Ratify Ernst & Young LLP as For For Mgmt Auditors 05/30/06 - A Metropolitan Holdings Limited S5064H104 None 97,810 (Formerly NEW AFRICA CAPITAL) Annual Meeting Agenda 1 Authorize Repurchase of Up to 20 For For Mgmt Percent of Issued Share Capital 2 Accept Financial Statements and For For Mgmt Statutory Reports for Year Ended Dec. 31, 2005 3 Approve Remuneration of Directors For For Mgmt 4 Ratify PricewaterhouseCoopers as For For Mgmt Auditors 5 Authorize Board to Fix For For Mgmt Remuneration of the Auditors 6 Reelect D.H. Pead as Director For For Mgmt Smith, who is up for reelection under this resolution, has attended less than 75 percent of board meetings for the year. We contacted the company, and a representative stated that the company does not have a formal attendance policy; directors need only send their written apologies if they are unable to attend. We believe that the purpose of board membership is to represent outside shareholder interests and to monitor the activities of management. Directors cannot satisfy their fiduciary responsibility to shareholders if they do not attend meetings. We therefore recommend that shareholders oppose Smith. Director elections are standard proposals at annual meetings, and we have no concerns that would lead us to oppose the remaining candidates. 7 Elect Directors For Split Mgmt 7.1 Reelect S.A. Muller as Director --- For 7.2 Reelect M.L. Smith as Director --- Against See Item 6. 7.3 Reelect F.A. Sonn as Director --- For 8 Authorize Board to Ratify and For Against Mgmt Execute Approved Resolutions Due to our disapproval of Item 7.2, we recommend a vote against this proposal as well.
013f05/23/06 - A Michael Page International Plc G68694119 None 132,132 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of 3.5 Pence Per For For Mgmt Ordinary Share 3 Re-elect Stephen Puckett as Director For For Mgmt 4 Re-elect Hubert Reid as Director For For Mgmt 5 Elect Tim Miller as Director For For Mgmt 6 Approve Remuneration Report For For Mgmt 7 Reappoint Deloitte & Touche LLP as Auditors For For Mgmt and Authorise the Board to Determine Their Remuneration 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 1,112,516 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 166,877 10 Authorise 33,263,780 Ordinary Shares for For For Mgmt Market Purchase 06/29/06 - A Mikuni Corporation *7247* J42712109 03/31/06 4,798 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 11, Special JY 0 The payout ratio is 18 percent based on consolidated earnings, or 31 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Limit Directors' Legal For For Mgmt Liability - Authorize Public Announcements in Electronic Format - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Statutory Auditors The company seeks the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Approve Adjustment to Aggregate For For Mgmt Compensation Ceilings for Directors and Statutory Auditors These changes are being requested because of increases in the cost of living since the ceiling was last raised and because annual bonuses are now part of the ceiling. Because the new ceilings are not especially high, and because the company has been profitable, we see no reason to oppose this resolution. 06/29/06 - A Mitsuba Corp. *7280* J43572148 03/31/06 2,393 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 8, Special JY 2 The payout ratio is 11 percent based on consolidated earnings, or 47 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Increase Number of Internal Auditors - Limit Rights of Odd-lot Holders - Limit Liability of Directors and Statutory Auditors The company seeks the authority to impose limits on the legal liability of directors and internal auditors, and of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. However, the company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote and to prohibit the submission of shareholder proposals related to these subjects. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 4 and 6 to 11 are insiders and candidate 5 is an outside director candidate. All candidates are new to the board, and following this meeting, there will be one outsider on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For The candidate has been designated as an outside director. ISS considers him to be an affiliated outsider, as he is a current executive officer of Bank of Yokohama, the company's second largest shareholder. 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 3.11 Elect Director --- For 06/27/06 - A Mitsubishi Corp. *8058* J43830116 03/31/06 86,135 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 13, Final JY 22, Special JY 0 2 Amend Articles to: Authorize Public For For Mgmt Announcements in Electronic Format - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Outside Statutory Auditors 3 Elect Directors For For Mgmt 4 Approve Stock Option Plan and Deep Discount For For Mgmt Stock Option Plan for Directors 5 Approve Retirement Bonus for Director For For Mgmt 6 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors and Statutory Auditors 06/29/06 - A Mitsubishi Gas Chemical Co. Inc. J43959113 03/31/06 298,684 *4182* 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 4, Final JY 6, Special JY 0 The payout ratio is 14 percent based on consolidated earnings, or 32 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Reduce Directors Term in Office - Limit Rights of Odd-lot Holders - Limit Liability of Directors and Statutory Auditors The company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. The company also seeks the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. In addition, the company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote and to prohibit the submission of shareholder proposals related to these subjects. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 10 are all insiders. Candidates 1 to 7 are being reappointed to the board, while candidates 8 to 10 are new to the board. Following this meeting, there will be no outside directors on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 4.1 Appoint Internal Statutory Auditor For For Mgmt The nominee is not designated by the company as independent, and we have no reason to oppose his nomination. 4.2 Appoint Alternate Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. The nominee is an attorney and has served as the company's outside counsel. 5 Approve Retirement Bonuses for Directors For For Mgmt and Statutory Auditors All retirees have held executive positions with the company. Accordingly, we have no reason to oppose this resolution. 6 Approve Adjustment to Aggregate For For Mgmt Compensation Ceilings for Directors and Statutory Auditors The ceilings would be raised from JY 28.9 million per month to JY 36 million per month for directors, and from JY 5.5 million per month to JY 7 million per month for auditors. The ceilings were last adjusted in 2003 for directors and in 1994 for statutory auditors. After this meeting, the number of directors will be 10 and that of auditors will be 4. These changes are being requested due to increased responsibility from the company's business expansion, and because annual bonuses are now part of the ceiling. Because the new ceilings are not especially high, we see no reason to oppose this resolution. 06/29/06 - A Mitsubishi Paper Mills Ltd. *3864* J44217115 03/31/06 16,000 1 Approve Allocation of Income, with No For For Mgmt Dividends 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Limit Directors' Legal Liability - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Statutory Auditors The company seeks the authority to impose limits on the legal liability of directors and internal auditors, and of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. However, the company also seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 3 Elect Directors For For Mgmt 4 Appoint Internal Statutory Auditor For Against Mgmt He does not meet ISS criteria for independence. 5 Appoint Alternate Internal Statutory Auditor For For Mgmt He meets ISS criteria for independence. 06/29/06 - A Mitsui Fudosan Co. Ltd. *8801* J4509L101 03/31/06 81,000 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 5, Final JY 5, Special JY 0 The payout ratio is 15 percent based on consolidated earnings, or 28 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize Public For For Mgmt Announcements in Electronic Format - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Directors and Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine.The company also wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. Finally, the company seeks the authority to impose limits on the legal liability of directors and internal auditors by means of a board resolution, and of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 06/27/06 - A MIZUHO FINANCIAL GROUP INC. *8411* J4599L102 03/31/06 350 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends for Ordinary Shares: Interim JY 0, Final JY 4000, Special JY 0 2 Authorize Share Repurchase Program for For For Mgmt Preferred Shares 3 Amend Articles to: Authorize Share Buybacks For For Mgmt at Board's Discretion - Decrease Authorized Capital - Limit Liability of Directors and Internal Auditors 4 Elect Directors For For Mgmt 5 Appoint Internal Statutory Auditor For For Mgmt 6 Approve Retirement Bonus for Statutory For Against Mgmt Auditor As we believe the payment of such bonuses to non-executives, at the discretion of the insiders, is a highly inappropriate practice anywhere, we see no alternative but to recommend opposing this item. 02/17/06 - S MMC Norilsk Nickel 46626D108 01/24/06 2,780 Meeting for Holders of ADRs 1 DECREASE IN THE MMC NORILSK NICKEL S For For Mgmt CHARTER CAPITAL THROUGH THE REDEMPTION OF SHARES THAT WERE PURCHASED AND BOUGHT-BACK BY THE COMPANY. 2 AMENDMENTS TO THE CHARTER OF MMC NORILSK For For Mgmt NICKEL. 3 AMENDMENTS TO THE REGULATIONS ON THE BOARD For For Mgmt OF DIRECTORS OF MMC NORILSK NICKEL. 03/03/06 - S MMC Norilsk Nickel 46626D108 02/16/06 2,780 Meeting for Holders of ADRs 1 Elect Directors For Split Mgmt 1.1 Elect Director Braiko Valery N. --- For 1.2 Elect Director Ivanov Evgeniy I. --- Withhold 1.3 Elect Director Klishas Andrei A. --- Withhold 1.4 Elect Director K. Dmitry Ruslanovich --- Withhold 1.5 Elect Director Lord Gillford --- For 1.6 Elect Director Morozov Denis S. --- Withhold 1.7 Elect Director P. Kirill Yuryevich --- Withhold 1.8 Elect Director Prokhorov Mikhail D. --- Withhold 1.9 Elect Director Rodney B. Berens --- For 1.10 Elect Director Rudakov Valery V. --- Withhold 1.11 Elect Director Salnikova Ekaterina M. --- Withhold 2 TO ELECT IVANOV EVGENY IVANOVICH GENERAL For For Mgmt DIRECTOR OF POLYUS GOLD, OJSC 3 TO ELECT THE FOLLOWING MEMBER OF THE For For Mgmt REVISION COMMISSION: AVSEEVA LIDIYA EDUARDOVNA CONSOLIDATED IFRS REPORTING 4 TO ELECT THE FOLLOWING MEMBER OF THE For For Mgmt REVISION COMMISSION: DONKIN LLYA VIKTOROVICH, BUDGET PLANNING AND CONTROL 5 TO ELECT THE FOLLOWING MEMBER OF THE For For Mgmt REVISION COMMISSION: ZATSEPIN MIKHAIL YURYEVICH, PROJECT EVALUATION AND MODELING 6 TO ELECT THE FOLLOWING MEMBER OF THE For For Mgmt REVISION COMMISSION: MAYOROV DMITRY ALEKSANDROVICH, LEADING SPECIALIST 7 TO ELECT THE FOLLOWING MEMBER OF THE For For Mgmt REVISION COMMISSION: SPIRIN SERGEY VLADIMIROVICH, FINANCIAL DIRECTOR 8 TO APPROVE THE CHARTER OF POLYUS GOLD, OJSC For For Mgmt AS PER ANNEX 1 9 TO APPROVE THE REGULATIONS ON THE GENERAL For For Mgmt MEETING OF SHAREHOLDERS OF POLYUS GOLD, OJSC AS PER ANNEX 2 10 TO APPROVE THE REGULATIONS ON THE BOARD OF For For Mgmt DIRECTORS OF POLYUS GOLD, OJSC AS PER ANNEX 3 11 TO APPROVE ROSEXPERTIZA, LLC THE AUDITOR OF For For Mgmt POLYUS GOLD, OJSC FOR THE YEAR 2006 10/26/05 - A MMI Holdings Ltd Y6049M104 None 79,066 1 Adopt Financial Statements and Directors' For For Mgmt and Auditors' Reports 2 Declare Final Dividend of SGD 0.0118 Per For For Mgmt Share 3 Reelect Ong Seow Yong as Director For For Mgmt Upon his reelection, Ong Seow Yong, an independent non-executive director, will remain as Chairman of the Audit Committee. 4 Reelect John Wong Weng Foo as Director For For Mgmt Upon his reelection, John Wong Weng Foo, an independent non-executive director, will remain as a member of the Audit Committee. 5 Approve Directors' Fees of SGD 268,000 for For For Mgmt the Year Ended June 30, 2005 (2004: SGD 290,000) 6 Reappoint Ernst & Young as Auditors and For For Mgmt Authorize Board to Fix Their Remuneration 7 Approve Issuance of Shares without For For Mgmt Preemptive Rights The limit on share issuances pursuant to annual mandates sought by the company (and nearly all Singapore companies) is 50 percent maximum, with a sub-limit of 20 percent of issued capital without preemptive rights. 8 Approve Issuance of Shares and Grant of For Against Mgmt Options Pursuant to the MMI Employee Share Option Scheme The percentage of shares available under the MMI Employee Share Option Scheme is 15 percent of the company's issued capital from time to time, which is considered an unacceptable level of dilution. This scheme cannot be considered sufficiently well structured to justify a potential dilution level of 15 percent. 03/28/06 - A MOBILEONE LTD Y8838Q122 None 41,290 1 Adopt Financial Statements and Directors' For For Mgmt and Auditors' Reports 2 Declare Final Dividend of SGD 0.081 Per For For Mgmt Share and Special Dividend of SGD 0.122 Per Share 3 Reelect Hsuan Owyang as Director For For Mgmt 4 Reelect Reggie Thein as Director For For Mgmt 5 Reelect Thio Su Mien as Director For For Mgmt 6 Reelect Patrick Yeoh as Director For For Mgmt 7 Reelect Ganen Sarvananthan as Director For For Mgmt 8 Reelect Yusof Annuar Yaacob as Director For For Mgmt 9 Approve Directors' Fees of SGD 356,850 for For For Mgmt the Year Ended Dec. 31, 2005 (2004: SGD 339,178) 10 Reappoint Auditors and Authorize Board to For For Mgmt Fix Their Remuneration 11 Approve Issuance of Shares and Grant of For Against Mgmt Options Pursuant to the MobileOne Share Option Scheme In this case, the percentage of shares available under the company's share option scheme is 10 percent of the issued capital, which is considered an unacceptable level of dilution. This scheme cannot be considered sufficiently well structured to justify a potential dilution level of 10 percent. Moreover, the plan allows for the grant of options to executive and non-executive directors at a discount to market prices, which undermines the incentive impact of the plan. 12 Approve Issuance of Shares without For For Mgmt Preemptive Rights 13 Amend Memorandum and Articles Re: Reflect For For Mgmt Amendments to Companies Act 14 Authorize Share Repurchase Program For For Mgmt 05/10/06 - A Modern Times Group AB W56523116 05/04/06 32,693 1 Elect Chairman of Meeting For For Mgmt 2 Prepare and Approve List of Shareholders For For Mgmt 3 Approve Agenda of Meeting For For Mgmt 4 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 5 Acknowledge Proper Convening of Meeting For For Mgmt 6 Receive Financial Statements and Statutory None None Mgmt Reports 7 Approve Financial Statements and Statutory For For Mgmt Reports 8 Approve Allocation of Income and Omission For For Mgmt of Dividends 9 Approve Discharge of Board and President For For Mgmt 10 Determine Number of Members (8) and Deputy For For Mgmt Members (0) of Board 11 Approve Remuneration of Directors in the For For Mgmt Aggregate Amount of SEK 3.6 Million; Approve Remuneration of Auditors 12 Reelect David Chance (Chairman), Asger For Against Mgmt Aamund, Vigo Carlund, Nick Humby, Lars-Johan Jarnheimer, David Marcus, Cristina Stenbeck, and Pelle Toernberg as Directors Effective boards exercise independent judgment when carrying out their fiduciary responsibilities. By requiring a majority of independent directors, the possibility of conflicts of interest is reduced and the quality of board oversight is increased. We expect the largest Swedish companies that are members of the MSCI EAFE index to adhere to higher corporate governance standards. However, when the employees use their right to appoint labor representatives to the board, we lower the independence requirement to at least one-third of the total board. Therefore, we oppose the election or reelection of any non-independent directors (excluding the CEO) if at least one-third of the proposed board (including labor representatives) would not be independent (as defined by our director categorization guidelines). If a nominee cannot be categorized, we assume that person is non-independent and include the nominee in the calculation. At MTG, only 50 percent of the board is independent. Therefore, shareholders are advised to vote against the proposal. 13 Determine Number of Auditors (1); Ratify For For Mgmt KPMG Bohlins AB (Carl Lindgren) as Auditors For A Period of Four Years 14 Authorize Cristina Stenbeck and For For Mgmt Representatives of At Least Three of the Company's Largest Shareholders to Serve on Nominating Committee 15 Amend Articles Re: Various Changes to For For Mgmt Comply with New Swedish Companies Act 16A Approve 2:1 Stock Split for Redemption For For Mgmt Program 16B Approve SEK 166 Million Reduction in Share For For Mgmt Capital in Connection With Redemption Program 16C Approve SEK 166 Million Transfer from Share For For Mgmt Premium Account to Unrestricted Shareholders' Equity in Connection With Redemption Program 17 Approve Remuneration Policy And Other Terms For For Mgmt of Employment For Executive Management Non-monetary benefits should correspond to what may be considered reasonable in relation to established practice in the market. Pension conditions should also be adapted to conditions on the market in relation to the situation in the country where the member of the executive management permanently resides. In the case of dismissal, salary and severance pay may not all in all exceed a pre-determined period, such as 12 to 24 months' pay. The disclosure pertaining to the performance objectives for the bonus arrangement--although not complete--is at par with market standards in Sweden. Nevertheless, we would prefer to see further details about the criteria used to measure company results and the levels of these criteria. We consider, however, the overall remuneration policy to be satisfactory despite these shortcomings. The company has reasonable overall levels of remuneration, and it has imposed reasonable caps on the short-term bonus payments (approximately 50 percent of fixed salary). As we consider the overall structure of the proposed remuneration policy to be shareholder friendly, we recommend a vote in favor of the proposal. 18A Approve Incentive Plan for Key Employees For For Mgmt Through Issuance of up to 399,999 Stock Options and Warrants 18B Approve Issuance of up to 133,333 Warrants For For Mgmt for Incentive Plan (Item 18A) 18C Approve Issuance of up to 266,666 Stock For For Mgmt Options for Incentive Plan (Item 18A) 19 Authorization to Raise Customary Credit For Against Mgmt Facilities Where Payable Interest or the Amounts with Which the Loan Shall be Repaid Are Conditional Upon the Company's Results or Financial Position We strongly believe that publicly listed companies should disclose financial information as well as details on proposals well in advance of the meeting. Without such disclosure, shareholders cannot make informed decisions on whether agenda items are routine or non-routine and therefore whether they should incur expenses in order to attend the meeting or arrange to be represented at the meeting. We recommend that shareholders contact the company's investor relations department directly and express their desire to receive details of proposals well in advance of the meeting. Because of a lack of information, shareholders are advised to vote against this item. 20 Close Meeting None None Mgmt 04/27/06 - A Mol Hungarian Oil and Gas X5462R112 04/13/06 1,600 Plc.(formerly Mol Magyar Olay-Es 1.1 Accept Board of Directors Report Regarding For Mgmt Company's 2005 Business Operations; Receive Financial Statements and Consolidated Financial Statements; Receive Board of Directors Proposal Regarding Allocation of Income 1.2 Accept Auditor Report For Mgmt 1.3 Accept Supervisory Board Report on 2005 For Mgmt Statutory Reports and Allocation of Income Proposal 1.4 Accept Financial Statements, Consolidated For Mgmt Financial Statements, and Statutory Reports; Approve Allocation of Income and Dividends 1.5 Approve Corporate Governance Declaration For Mgmt 2 Approve Auditor and Fix Their Remuneration For Mgmt 3 Authorize Share Repurchase Program For Mgmt 4.1 Amend Articles of Association Re: Change For Mgmt Company Name 4.2 Amend Articles of Association Re: Corporate For Mgmt Purpose 4.3 Amend Articles of Association Re: Business For Mgmt Premises and Branch Offices 5.1 Amend Articles of Association Re: Convening For Mgmt of General Meetings; Publication of General Meeting Notices and Company Announcements 5.2 Amend Articles of Association Re: Voting For Mgmt via Proxy Card 5.3 Amend Articles of Association Re: For Mgmt Registration of GDR Depositories as Proxies 5.4 Amend Articles of Association Re: Share For Mgmt Registration; Elimination of Blocking Requirements 5.5 Amend Articles of Association Re: Transfer For Mgmt of Shares 5.6 Amend Articles of Association Re: For Mgmt Suspension of General Meetings 5.7 Amend Articles of Association Re: Second For Mgmt Call Meetings 5.8 Amend Articles of Association Re: Limit For Mgmt Number of Members of Board of Directors that Can Be Terminated within 12 Months to One-Third of All Members if No Shareholder Controls More Than 33 Percent of Company's Outstanding Shares 5.9 Amend Articles of Association Re: Limit For Mgmt Number of Supervisory Board Members that Can Be Terminated within 12 Months to One-Third of All Members if No Shareholder Controls More Than 33 Percent of Company's Outstanding Shares 5.10 Amend Articles of Association Re: For Mgmt Supervisory Board's Right to Information 5.11 Amend Articles of Association Re: Authorize For Mgmt Board of Directors to Amend Company's Articles with Respect to Company Name, Seat, Business Premises and Branch Offices, and Corporate Purpose (Except for Main Activities) without Asking for Shareholder Approval 5.12 Amend Articles of Association Re: Payment For Mgmt of Dividend 6 Approve Amended Supervisory Board Charter For Mgmt 7 Establish Audit Committee Composed of For Mgmt Independent Supervisory Board Members 8 Approve Principles and Framework of For Mgmt Company's Long-Term Incentive Scheme for Senior Employees Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/25/06 - A Morgan Sindall plc G81560107 None 4,211 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of 18.0 Pence Per For For Mgmt Ordinary Share 3 Re-elect Paul Smith as Director For For Mgmt 4 Re-elect Jack Lovell as Director For For Mgmt On this occasion, because the Company has only recently joined the FTSE 250, we recommend that shareholders support his re-election. However, we expect the Company to address the Board balance issue by seeking to recruit an additional independent NED, in order to bring the Board in line with the recommendations of the Combined Code. 5 Approve Remuneration Report For Against Mgmt After careful consideration, we have not been persuaded that this explanation is sufficient to justify the high value of this discretionary bonus, which is in addition to a full bonus under the established annual bonus scheme. Consequently, we are recommending that shareholders vote against the remuneration report. During our discussion, the Company also told us that, although it did not anticipate needing to do so, should the Committee wish to make a special one-off award in the future, it would consult with major shareholders prior to finalising its decision. 6 Reappoint Deloitte & Touche LLP as Auditors For For Mgmt of the Company 7 Authorise Board to Fix Remuneration of For For Mgmt Auditors 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 705,482 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 105,822 10 Amend Articles of Association Re: For For Mgmt Indemnification 06/27/06 - A NABTESCO CORP. *6268* J4707Q100 03/31/06 10,393 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 5, Final JY 7, Special JY 0 The payout ratio is 19 percent based on consolidated earnings, or 21 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize Public For For Mgmt Announcements in Electronic Format - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Non-executive Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. The company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. The company also seeks the authority to impose limits on the legal liability of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 9 are insiders. Except candidates 5 and 9, all executive nominees are incumbent directors seeking reappointment. Candidate 10 has been designated as an outside director and new to the board. ISS considers him to be an affiliated outsider, as he is an executive officer of Kobe Steel, the company's largest shareholder. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 4 Approve Retirement Bonuses for Directors For For Mgmt The company has disclosed the aggregate retirement bonus amounts to the two retiring directors: JY 14 million. Because the retiring directors have held executive positions with the company, we see no reason to oppose the resolution. 5 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors The ceiling would be raised from JY 15 million per month (or JY 180 million annually) to JY 300 million per year. The ceiling was last adjusted in 2003. This change is being requested because annual bonuses are now part of the ceiling. The new ceiling is not excessive, and the company has been profitable, we have no reason to oppose this resolution. 06/23/06 - A Nan Ya Plastics Corp Y62061109 04/24/06 102,000 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Allocation of Income and Dividends For For Mgmt 3 Authorize Capitalization of Reserves for For For Mgmt Bonus Issue 4 Amend Articles of Association For For Mgmt 5 Other Business For Against Mgmt In view of this, a vote against this item is recommended until details on the issues have been provided. 10/03/05 - S National Bank of Greece X56533114 None 41,843 1 Approve Merger by Absorption of National For Mgmt Investment Company SA 2 Approve Cancellation of Shares in National For Mgmt Investment Company SA Owned by National Bank of Greece 3 Approve EUR 123.6 Million Increase in Share For Mgmt Capital Pursuant to Merger through Issuance of Shares and Increase in Par Value from EUR 4.50 to EUR 4.80 4 Amend Articles to Reflect Merger For Mgmt 5 Approve Board of Directors' Acts Regarding For Mgmt Merger; Authorize Board to Settle Any Fractional Rights Resulting from Increase in Share Capital and Share Swap 6 Appoint Representatives to Sign Notarial For Mgmt Deed on Merger 7 Other Business (Non-Voting) None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 12/29/05 - S National Bank of Greece X56533114 None 38,830 1 Approve Merger Through Absorption of For Mgmt National Real Estate S.A. by National Bank of Greece 2 Approve Cancellation of Shares of National For Mgmt Real Estate S.A. Due to Merger with National Bank of Greece In Compliance With Greek Company Law 3 Approve Increase in Share Capital of Up to For Mgmt EUR 80.6 Million Via Issuance of 2.67 Million New Shares of EUR 5 Par Value and Through Increase in Company Shares Par Value From Capitalization of Share Premium Account 4 Amend Articles Re: Merger and Company For Mgmt Representation by Board Members 5 Authorize Board to Settle Fractional Rights For Mgmt Resulting From Share Capital Increase and Share Exchange Due to the Merger 6 Appoint Company Representatives to Execute For Mgmt the Notarial Contract of Merger and Sign Relevant Documents 7 Authorize Issuance of Bonds Up to EUR 6 For Mgmt Billion 8 Other Business (Non-Voting) None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/27/06 - A National Bank of Greece X56533114 None 26,785 1 Approve Reports of the Board of Directors For Mgmt and of the Auditor 2 Accept Financial Statements and Statutory For Mgmt Reports and Distribution of Dividend 3 Approve Discharge of Board and Auditors For Mgmt 4 Approve Directors' Remuneration for 2005 For Mgmt and Preapprove Non Executive Directors Remuneration untill 2007 5 Authorize Board and Managers of the Company For Mgmt to Participate in Boards and Management of Similar Companies 6 Ratify Election of Director in Replacement For Mgmt of a Resigned One 7 Approve Auditors and Authorize Board to Fix For Mgmt Their Remuneration 8 Authorize Share Repurchase Program For Mgmt 9 Approve/Change in the Use of Outstanding For Mgmt Funds Raised By the Absorbed National Real Estate SA 10 Approve Stock Option Plan and Amend For Mgmt Existing One 11 Amend Articles For Mgmt 12 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities with Preemptive Rights and Amend Articles Accordingly 13 Other Business For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/05/06 - A NCC AB W5691F104 03/30/06 2,903 1 Open Meeting None None Mgmt 2 Elect Chairman of Meeting For For Mgmt 3 Prepare and Approve List of Shareholders For For Mgmt 4 Approve Agenda of Meeting For For Mgmt 5 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 6 Acknowledge Proper Convening of Meeting For For Mgmt 7 Receive Financial Statements and Statutory None None Mgmt Reports 8 Receive President's and Chairman's Reports; None None Mgmt Allow Questions 9 Approve Financial Statements and Statutory For For Mgmt Reports 10 Approve Allocation of Income, Ordinary For For Mgmt Dividends of SEK 5.50 per Share, and Special Dividends of SEK 10 per Share 11 Approve Discharge of Board and President For For Mgmt 12 Amend Articles Re: Set Minimum (SEK 720 For For Mgmt Million) and Maximum (SEK 2.9 Billion) Limits for Issued Share Capital; Remove Possibility to Appoint Deputy Directors; Various Changes to Comply with New Swedish Companies Act 13 Determine Number of Members (7) of Board For For Mgmt 14 Approve Remuneration of Directors in the For For Mgmt Aggregate Amount of SEK 2.2 Million; Approve Remuneration of Auditors 15 Reelect Antonia Ax:son Johnson, Tomas For Against Mgmt Billing (Chairman), Alf Goeransson, Ulf Holmlund, Fredrik Lundberg, Anders Rydin, and Marcus Storch as Directors We prefer that all key board committees comprise only independent non-executives. We believe that executives, particularly on such key board committees as the audit and remuneration committees, threaten to undermine the purpose of these committees in providing independent oversight and preventing conflicts of interest. The best practice recommendations stipulated in the Swedish Corporate Governance Code also recommend against executives on these key board committees. The chairman of the board may, however, chair the remuneration committee. If a company does not have an audit or a remuneration committee, we will consider the entire board to fulfill the role of the committees. In such case, we will oppose the executives, including the CEO, up for election to the board. The company has decided not to appoint audit or remuneration committees, but to manage audit and remuneration matters within the confines of regular board work. Goeransson is an executive director who serves on the board. Due to the presence of NCC's CEO on the board, which is considered to fulfill the role of the audit committee, shareholders are advised to vote against this proposal. 16 Ratify KPMG Bohlins AB as Auditors For For Mgmt 17 Elect Viveca Ax:son Johnson, Johan For For Mgmt Bjoerkman, Mats Lagerqvist, and Ulf Lundahl as Members of Nominating Committee 18 Authorize Repurchase of Up to Ten Percent For For Mgmt of Issued Share Capital 19 Other Business (Non-Voting) None None Mgmt 08/26/05 - A Nestle SA H57312466 07/26/05 6,639 Survey Questions Regarding Articles of Association for holders of ADRs 1 SHARE CAPITAL - SHARES - RESTRICTIONS. None Mgmt ABOLISH THIS 3% VOTING LIMIT? FOR=NO CHANGE//AGAINST=NO OPINION//WITHHOLD=ABOLISH THE ARTICLE 2 ORGANISATION OF THE COMPANY - SPECIAL None Mgmt QUORUM. ABOLISH THE NEED FOR SPECIAL QUORUMS? FOR=NO CHANGE//AGAINST=NO OPINION//WITHHOLD=ABOLISH THE ARTICLE 3 ORGANISATION OF THE COMPANY - QUALIFIED None Mgmt MAJORITIES. ABOLISH NEED FOR QUALIFIED MAJORITIES OF PRESENT SHAREHOLDERS? FOR=NO CHANGE//AGAINST=NO OPINION//WITHHOLD=ABOLISH THE ARTICLE 4 BOARD OF DIRECTORS - TERM OF OFFICE. IN None Mgmt VIEW OF THE COMPLEXITY OF THE GROUP, MY PREFERENCE IS A TERM OF OFFICE DIRECTORS. FOR=5 YEARS//AGAINST=4 YEARS//WITHHOLD=3 YEARS 5 AUDITOR - TERM OF OFFICE. IN VIEW OF THE None Mgmt COMPLEXITY OF THE GROUP, MY PREFERENCE IS A TERM OF OFFICE FOR AUDITORS. FOR=3 YEARS//AGAINST=2 YEARS//WITHHOLD=1 YEAR Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/06/06 - A Nestle SA H57312466 None 8,347 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Approve Discharge of Board and Senior For Mgmt Management 3 Approve Allocation of Income and Dividends For Mgmt of CHF 9 per Share 4 Approve CHF 2.8 Million Reduction in Share For Mgmt Capital 5 Elect Directors For Mgmt 6 Amend Articles Re: Mandate Board to Draft For Mgmt Revised Articles; Waive Quorum Requirement and Reduce Supermajority Requirement for Adoption of Revised Articles at 2007 AGM or Later Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/29/06 - A NGK Spark Plug Co. Ltd. *5334* J49119100 03/31/06 73,000 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 9, Final JY 11, Special JY 0 The payout ratio is 18 percent based on consolidated earnings, or 21 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Expand Business Lines - Authorize Public Announcements in Electronic Format - Limit Rights of Odd-lot Holders - Limit Liability of Non-Executive Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. First, the company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. Second, the company seeks the authority to impose limits on the legal liability of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. However, the company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote and to prohibit the submission of shareholder proposals related to these subjects. We do not believe this is in shareholders' interest, and we therefore oppose the whole resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 23 are all insiders, and candidates 1 to 21 are being reappointed to the board, while candidates 22 and 23 are new to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 3.11 Elect Director --- For 3.12 Elect Director --- For 3.13 Elect Director --- For 3.14 Elect Director --- For 3.15 Elect Director --- For 3.16 Elect Director --- For 3.17 Elect Director --- For 3.18 Elect Director --- For 3.19 Elect Director --- For 3.20 Elect Director --- For 3.21 Elect Director --- For 3.22 Elect Director --- For 3.23 Elect Director --- For 4 Approve Retirement Bonuses for Directors For For Mgmt The retiring directors are both insiders, and we have no reason to oppose this resolution. 5 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors and Statutory Auditors Ceiling for directors is to be raised from JY 65 million per month to JY 80 million per month (excusing bonuses) and JY120 million per year (bonuses). As for statutory auditors, the compensation ceiling excluding bonuses will stay the same, but new ceiling of JY 10 million per year set aside for bonuses will be created. After this meeting, the number of directors will be 23, and that of statutory auditors will be 4. Because the company has been profitable, we do not oppose the resolution. 06/29/06 - A Nihon Denpa Kogyo Co. Ltd. *6779* J26819102 03/31/06 4,000 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 8, Final JY 8, Special JY 0 The payout ratio is 10 percent based on consolidated earnings, or 25 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. The income allocation does not include bonuses to directors or statutory auditors. 2 Amend Articles to: Limit Liability of For Against Mgmt Directors, Statutory Auditors and Audit Firm - Authorize Public Announcements in Electronic Format - Limit Rights of Odd-lot Holders The company seeks the authority to impose limits on the legal liability of directors and internal auditors, and of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, would not oppose this amendment by itself. However, the company also seeks to limit the liability of its external audit firm in the event of a shareholder lawsuit. We believe this may have a negative impact on the quality of the audit function, and we recommend that shareholders oppose this resolution. 3 Appoint Alternate Internal Statutory Auditor For For Mgmt The nominee for independent auditor passes our test for independence. He is a former executive of Mitsubishi Electric. 4 Approve Payment of Annual Bonuses to For For Mgmt Directors and Statutory Auditors Nihon Denpa Kogyo is proposing aggregate bonus payments of JY 79.8 million to the 14 directors, and JY 5.2 million to the 4 statutory auditors. In light of the company's performance, we have no reason to oppose this resolution. 5 Approve Retirement Bonus for Director For For Mgmt The retiring director is an insider, and we have no reason to oppose this resolution. 06/29/06 - A Nihon Koden Corp. *6849* J50538115 03/31/06 6,212 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 13, Final JY 13, Special JY 0 The payout ratio is 20 percent based on either parent-only or consolidated earnings. 2 Amend Articles to: Increase Number of For For Mgmt Internal Auditors - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Directors and Statutory Auditors The company seeks the authority to impose limits on the legal liability of directors and statutory auditors, and of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. We do not oppose this amendment by itself. The company is proposing to increase the number of statutory auditors from 4 to 5, in order to strengthen the audit process. We have no reason to oppose this resolution. 3 Approve Retirement Bonus for Director For For Mgmt The retiring director is an insider, and we have no reason to oppose this resolution. 06/27/06 - A Nippon Metal Industry Co. Ltd. *5479* J54795117 03/31/06 23,793 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 2.5, Final JY 2.5, Special JY 0 The payout ratio is approximately 24 percent based on consolidated earnings, or 26 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. The income allocation does not include bonuses to directors or statutory auditors. 2 Amend Articles to: Limit Rights of Odd-lot For Against Mgmt Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Non-Executive Statutory Auditors and Audit Firm The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. The company also wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. In addition, the company seeks the authority to impose limits on the legal liability of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. However, the company seeks to limit the liability of its external audit firm in the event of a shareholder lawsuit. We believe this may have a negative impact on the quality of the audit function, and we recommend that shareholders oppose the whole resolution. 3 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors and Statutory Auditors The ceilings would be raised from JY 20 million per month (JY 240 million per year) to JY 310 million per year for directors, and from JY 6 million per month (JY 72 million per year) to JY 82 million per year for auditors. The ceilings were last adjusted in 2004 for directors and statutory auditors. After this meeting, the number of directors will be 10 and that of auditors will be 4. These changes are being requested because of increases in the cost of living since the ceiling was last raised. Because the new ceilings are not especially high, and because the company has been profitable, we see no reason to oppose this resolution. 06/28/06 - A Nippon Seiki Co. *7287* J55483101 03/31/06 2,708 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 7, Final JY 4, Special JY 8 The payout ratio is 6 percent based on consolidated earnings, or 18 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law The company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote and to prohibit the submission of shareholder proposals related to these subjects. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 18 are insiders. Candidate 17 and 18 are executives who are new to the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 3.11 Elect Director --- For 3.12 Elect Director --- For 3.13 Elect Director --- For 3.14 Elect Director --- For 3.15 Elect Director --- For 3.16 Elect Director --- For 3.17 Elect Director --- For 3.18 Elect Director --- For 4 Approve Retirement Bonuses for Directors For For Mgmt The retiring directors are both insiders, and we have no reason to oppose this resolution. 5 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors The company seeks the adjustment to aggregate compensation ceiling for directors because annual bonuses are now part of the ceiling. Because the new ceiling is not especially high, we see no reason to oppose this resolution. 6 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Statutory Auditors The company seeks the adjustment to the aggregate compensation ceiling for statutory auditors, because annual bonuses are now part of the ceiling. Because the new ceiling is not especially high, we see no reason to oppose this resolution. 06/29/06 - A Nippon Shinyaku Co. Ltd. *4516* J55784102 03/31/06 2,000 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 5, Final JY 5, Special JY 0 The payout ratio is 44 percent based on consolidated earnings, or 47 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Limit Rights of Odd-lot For For Mgmt Holders - Update Terminology to Match that of New Corporate Law These changes are routine. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 7 are all insiders and candidates 1 to 5 are being reappointed to the board. Candidates 6, 7 are executives who are new to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 4 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors The ceilings would be raised for directors, because of the number of directors and internal auditors are increasing, and because annual bonuses are now part of the ceiling. Because the new ceilings are not especially high, we see no reason to oppose this resolution. 5 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Statutory Auditors The ceilings would be raised for statutory auditors, because of the number of directors and internal auditors are increasing, and because annual bonuses are now part of the ceiling. Because the new ceilings are not especially high, we see no reason to oppose this resolution. 02/03/06 - S Nissan Diesel Motor Co. Ltd. *7210* J57074106 12/14/05 5,921 1 Approve Capital Reduction and Retirement of For For Mgmt Class III Preferred Shares Nissan Diesel is explicitly pitching its current management plan as targeted at shareholders, rather than creditors as was the case with previous plans. As we believe it is in the interest of ordinary shareholders to prevent the dilution which would result from the conversion of these preferred shares, we do not oppose this resolution. 2 Amend Articles to: Decrease Authorized For For Mgmt Class IV Preferred Shares to Reflect Past Retirement - Delete References to Class III Preferred Shares 06/28/06 - A Nissan Diesel Motor Co. Ltd. *7210* J57074106 03/31/06 5,921 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 3, Special JY 0 The payout ratio is 3 percent based on either parent-only or consolidated earnings, which is on the low side by Japanese standards. However, the company returned to profitability in the 2004-05 fiscal year after several years of losses, and we therefore do not object to the retention of cash at this time. The income allocation does not include bonuses to directors or statutory auditors. 2 Approve Reduction in Legal Reserves For For Mgmt Nissan Diesel Motor seeks to reduce its capital reserves from JY 30.92 billion to JY 5.92 billion, effective August 1. The funds will be transferred to a surplus account, from which they can be used for the repurchase of preferred shares proposed in item 3. The number of shares on issue will not change as a direct result of this move. Because we support the preferred share buyback, we have no reason to oppose this accounting transfer. 3 Authorize Preferred Share Repurchase Program For For Mgmt As noted above, Nissan Diesel Motor seeks to repurchase up to 37.495 million preferred shares, of two classes, for a total aggregate amount of up to JY 30 billion. This resolution would not authorize the buyback of ordinary shares. If this resolution is approved, the board's authority for the buyback would last until the company's next AGM. The shares in question would be bought back from Nissan Diesel's creditor banks: Mizuho Corporate Bank, Resona Bank, and Mizuho Trust Bank, which acquired the shares pursuant to debt-equity swaps in December 2003. By buying back and canceling these shares, the company can prevent their conversion into ordinary shares, and reduce the burden of dividend payments on the shares. This move also signals to the market that the company is secure enough regarding its current financial condition that it can use funds for this purpose. Because we believe that the repurchase of preferred shares will ultimately benefit ordinary shareholders, we do not oppose this resolution. 4 Amend Articles to: Limit Directors' Legal For For Mgmt Liability - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. These changes are routine. Next, the company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. The company also seeks the authority to impose limits on the legal liability of directors and internal auditors, and of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 5 Elect Directors For For Mgmt 5.1 Elect Director --- For Candidates 1 to 7 and 9 are insiders. Candidate 8 is an executive vice president of largest shareholder AB Volvo, but has not been classified as an outside director. Candidates 8 and 9 are new appointees to the board. Following this meeting, there will be no outsiders on the board. 5.2 Elect Director --- For 5.3 Elect Director --- For 5.4 Elect Director --- For 5.5 Elect Director --- For 5.6 Elect Director --- For 5.7 Elect Director --- For 5.8 Elect Director --- For 5.9 Elect Director --- For 6 Approve Retirement Bonus for Director For For Mgmt The retiring director is an insider, and we have no reason to oppose this resolution. 06/29/06 - A Nissha Printing Co. Ltd. *7915* J57547101 03/31/06 2,576 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 12, Final JY 22, Special JY 0 The payout ratio is 17 percent based on consolidated earnings, or 20 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Limit Rights of Odd-lot For For Mgmt Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Non-Executive Statutory Auditors The company seeks the authority to impose limits on the legal liability of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Appoint Alternate Internal Statutory Auditor For For Mgmt The nominee for independent auditor, an accountant in private practice, passes our test for independence. 4 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors Ceiling is to be raised from JY 300 million per year to JY 390 million per year, because of increases in the cost of living since the ceiling was last raised, and because annual bonuses are now part of the ceiling. After this meeting, the number of directors will be 14. The new ceiling is not inordinately high, and the company has been profitable. We see no reason to oppose this resolution. 06/28/06 - A NISSHIN OILLIO GROUP LTD (formerly J57719122 03/31/06 11,591 Nisshin Oil Mills Ltd.) *2602* 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 3.5, Final JY 4, Special JY 0 The payout ratio is 18 percent based on consolidated earnings, or 32 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Limit Rights of Odd-lot For For Mgmt Holders - Update Terminology to Match that of New Corporate Law The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. The company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. We have no reason to oppose this resolution. 3 Elect Director For For Mgmt The candidate has been designated as an outside director. ISS considers him to be an affiliated outsider, as he is an executive of the company's second largest sharholder, Marubeni Corporation, with a 15 percent stake in the company. 4 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor -- a former long-time employee of the company's largest shareholder, Mitsubishi Corporate, with a 16.63 percent stake in the company -- cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 5 Approve Retirement Bonuses for Directors For Against Mgmt and Statutory Auditor One of the retiring directors has been designated by the company as an outsider. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing the whole item. 6 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors and Statutory Auditors The company seeks to express the compensation ceilings for directors and statutory auditors as yearly, rather than monthly, ceilings. This will allow the company greater flexibility with respect to the timing of bonus payments, which under the new corporate law are now included in the compensation ceilings. At the same time, the ceiling for directors would be raised from JY 35 million per month (JY 420 million per year) to JY 600 million per year, while the ceiling for statutory auditors is not changing. The ceiling was last adjusted in 2004. After this meeting, the number of directors will be 17 and that of statutory auditors will be 4, assuming that the item 3 and 4 are approved respectively. This change is being requested because annual bonuses are now part of the ceiling. Because the new ceiling is not excessive, we have no reason to oppose this resolution. 06/24/06 - A Nissin Co. Ltd. *8571* J57956104 03/31/06 67,700 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 2, Final JY 1.1, Special JY 0 The payout ratio is 45 percent based on consolidated earnings, or 58 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Expand Business Lines - Change Company Name - Limit Rights of Odd-lot Holders - Update Terms to Match that of New Corporate Law - Limit Liability of Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. The company seeks to change its name,a??NISSIN CO. ,LTD into NIS GROUP CO.,LTD. The company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. The company seeks the authority to impose limits on the legal liability of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. However, the company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 10 are insiders, and candidates 3, 9 and 10 are new to the board. Candidate 11, who is also new to the board, has been designated as an outside director. He is an attorney. Following this meeting, there will be one outsider on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 3.11 Elect Director --- For 4 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors and Statutory Auditors The ceilings would be raised from JY 250 million per year to JY 500 million per year for directors, and from JY 60 million per year to JY 150 million per year for auditors. Because the company has been profitable, we see no reason to oppose this resolution. 5 Approve Stock Option Plan for Directors For For Mgmt The company proposes to grant options over up to 30 million shares per year to its directors. This plan features premium pricing to be determined by the board within a range of 10 percent to 100 percent and maximum dilution resulting from this plan and the company's previous option plans of 2.8 percent. The exercise period begins about one month after the grant date. We have no reason to oppose this resolution. 6 Approve Retirement Bonus for Director For For Mgmt The retiring director is an insider, and we have no reason to oppose this resolution. 06/16/06 - A Nissin Kogyo *7230* J58074105 03/31/06 1,338 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 30, Final JY 30, Special JY 0 The company's payout ratio is approximately 14 percent based on consolidated earnings, or 26 percent based on parent-only earnings. The payout ratio based on consolidated earnings is on the low side by Japanese standards. However, the company has posted strong growth in sales and profits in recent years. Accordingly, we do not object to the retention of cash at this stage of the company's development. 2 Approve Payment of Annual Bonuses to For For Mgmt Directors and Statutory Auditors The company proposes to pay annual bonuses of JY 68.6 million ($0.6 million) for nine directors and four statutory auditors. Because the company has posted strong growth in sales and profits in recent years, we see no reason to oppose this resolution. 3 Amend Articles to: Increase Authorized For For Mgmt Capital The proposed increase in authorized capital of 25 percent, which would leave the company with 44 percent of the new authorization on issue, meets ISS guidelines for authorized capital increases. Accordingly, we recommend that shareholders vote for this resolution. 4 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Authorize Public Announcements in Electronic Format - Limit Rights of Odd-Lot Holders - Update Terminology to Match that of New Corporate Law Because allowing the company to determine income allocation solely at the board's discretion is not in shareholders' interest, we recommend that shareholders oppose the whole resolution. 5 Elect Directors For For Mgmt 5.1 Elect Director --- For Assuming that all nominees are elected, the board after the meeting will be composed entirely of 15 executives of the company. Nominees 4, 5, 8, and 11-15 are new to the board, while the remaining candidates are incumbent directors seeking reappointment. 5.2 Elect Director --- For 5.3 Elect Director --- For 5.4 Elect Director --- For 5.5 Elect Director --- For 5.6 Elect Director --- For 5.7 Elect Director --- For 5.8 Elect Director --- For 5.9 Elect Director --- For 5.10 Elect Director --- For 5.11 Elect Director --- For 5.12 Elect Director --- For 5.13 Elect Director --- For 5.14 Elect Director --- For 5.15 Elect Director --- For 6 Approve Retirement Bonuses for Directors For For Mgmt Both retirement bonus recipients have held executive positions with the company. Accordingly, we see no reason to oppose this resolution. 03/29/06 - A NOBIA AB W5750H108 03/23/06 3,400 1 Open Meeting None None Mgmt 2 Elect Chairman of Meeting For For Mgmt 3 Prepare and Approve List of Shareholders For For Mgmt 4 Approve Agenda of Meeting For For Mgmt 5 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 6 Acknowledge Proper Convening of Meeting For For Mgmt 7 Receive Financial Statements and Statutory None None Mgmt Reports 8 Receive President and Board Reports None None Mgmt 9 Approve Financial Statements and Statutory For For Mgmt Reports 10 Approve Allocation of Income and Dividends For For Mgmt of SEK 3.50 Per Share 11 Approve Discharge of Board and President For For Mgmt 12 Determine Number of Members (9) and Deputy For For Mgmt Members (0) of Board 13 Approve Remuneration of Directors in the For For Mgmt Amount of SEK 700,000 for Chairman of the Board and SEK 280,000 for Each Other Director 14 Reelect Hans Larsson (Chairman), Fredrik For Against Mgmt Cappelen, Stefan Dahlbo, Bodil Eriksson, Wilhelm Lauren, Harald Mix, Thomas Nilsson, and Ingrid Osmundsen as Directors; Elect Fredrik Palmstierna as New Director We prefer that all key board committees comprise only independent non-executives. We believe that executives, particularly on such key board committees as the audit and remuneration committees, threaten to undermine the purpose of these committees in providing independent oversight and preventing conflicts of interest. The best practice recommendations stipulated in the Swedish Corporate Governance Code also recommend against executives on these key board committees. The chairman of the board may, however, chair the remuneration committee. If a company does not have an audit or a remuneration committee, we will consider the entire board to fulfill the role of the committees. In such case, we will oppose the executives, including the CEO, up for election to the board. The company has decided not to appoint an audit committee but to manage audit matters within the confines of regular board work. Cappelen, the company CEO, is an executive director who serves on the board. Due to the presence of Nobia's CEO on the board, which is considered to fulfill the role of the audit committee, shareholders are advised to vote against this proposal. 15 Authorize Chairman of Board and For For Mgmt Representatives of Four of Company's Largest Shareholders to Serve on Nominating Committee 16 Amend Articles Re: Various Changes to For For Mgmt Comply with New Swedish Companies Act 17 Approve Remuneration Policy And Other Terms For For Mgmt of Employment For Executive Management Non-monetary benefits should correspond to what may be considered reasonable in relation to established practice in the market. Pension conditions should also be adapted to conditions in the market in relation to the situation in the country where the member of the executive management permanently resides. We note that the company proposes allocating severance pay for a 12-month period for the managing director, which is market practice in Sweden. As we consider the overall structure of the proposed remuneration policy to be shareholder friendly, we recommend a vote in favor of the proposal. 18 Approve Performance-Based Stock Option For For Mgmt Plan; Approve Creation of SEK 610,000 Pool of Capital to Guarantee Conversion Rights 19 Close Meeting None None Mgmt 06/29/06 - A NOF Corp. *4403* J58934100 03/31/06 18,400 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 3, Final JY 6, Special JY 0 The payout ratio is 27 percent. 2 Amend Articles to: Set Maximum Board Size - For For Mgmt Reduce Directors Term in Office - Limit Rights of Odd-lot Holders The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes as follows. The company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. The company is also setting the maximum number of directors on the board at 12, in connection with the introduction of an executive officer system, in order to strengthen the management structure by speeding up the decision-making process. The company would still have four vacant seats on the board following this meeting. Accordingly, we do not oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 8 are all insiders and candidates 2, 5 and 6 are executives who are new to the board. After the meeting, there will be no outside directors on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 4 Appoint Internal Statutory Auditor For For Mgmt The candidate is not designated by the company as independent, and we have no reason to oppose his nomination. 5 Appoint Alternate Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor -- an employee of one of the company's largest shareholders with a 4.3 percent stake -- cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 6 Appoint External Auditors For For Mgmt The company seeks to appoint Shin-Nihon & Co. as its external audit firm in place of ChuoAoyama Audit Corp., which was recently penalized by Japanese authorities for the role of its auditors in accounting fraud at Kanebo Ltd. 7 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors This change (an increase from JY 26 million per month to JY 360 million per year) is being requested due to the abolition of the retirement bonus system. The new ceiling is not inordinately high, and the company has been profitable. We see no reason to oppose this resolution. 03/30/06 - A Nokia Corp. X61873133 03/20/06 73,038 Matters Pertaining to the AGM as Stated in the Company's Articles of Association (Items 1-9) 1 Receive Financial Statements and Statutory None Mgmt Reports 2 Accept Financial Statements and Statutory For Mgmt Reports 3 Approve Allocation of Income and Dividends For Mgmt of EUR 0.37 Per Share 4 Approve Discharge of Board and President For Mgmt 5 Approve Remuneration of Directors For Mgmt 6 Fix Number of Directors at 10 For Mgmt 7 Reelect Paul J. Collins, Georg Ehrnrooth, For Mgmt Daniel R. Hesse, Bengt Holmstrom, Per Karlsson, Edouard Michelin, Jorma Ollila, Marjorie Scardino, and Vesa Vainio as Directors; Elect Keijo Suila as New Director 8 Approve Remuneration of Auditor For Mgmt 9 Reelect PricewaterhouseCoopers as Auditors For Mgmt 10 Approve Between EUR 15.6 Million and EUR For Mgmt 22.9 Million Reduction in Share Capital via Share Cancellation 11 Approve Creation of EUR 48.5 Million Pool For Mgmt of Conditional Capital without Preemptive Rights 12 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 13 Authorize Reissuance of Repurchased Shares For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/12/06 - A Nomura Co. Ltd. *9716* J58988106 02/15/06 2,532 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 5, Final JY 5, Special JY 0 2 Amend Articles to: Limit Outside Statutory For For Mgmt Auditors' Legal Liability - Limit Rights of Odd-Lot Holders - Authorize Public Announcements in Electronic Format 3 Appoint Internal Statutory Auditor For For Mgmt 4 Approve Retirement Bonus for Statutory For Against Mgmt Auditor As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we recommend that shareholders oppose this resolution. 5 Approve Adjustment to Aggregate For For Mgmt Compensation Ceilings for Directors and Amend Language of Aggregate Statutory Auditor Compensation Ceiling from Monthly to Yearly Payment 06/28/06 - A Nomura Holdings Inc. *8604* J59009159 03/31/06 108,538 1 Amend Articles to: Limit Rights of Odd-Lot For For Mgmt Holders - Update Terminology to Match that of New Corporate Law - Set Record Dates for Payment of Quarterly Dividends 2 Elect Directors For For Mgmt 3 Approve Executive Stock Option Plan and For For Mgmt Deep-Discount Option Plan 04/21/06 - A NORDISK SOLAR COMPAGNI AS K71891160 None 78 1 Receive and Approve Financial Statements For For Mgmt and Statutory Reports 2 Approve Allocation of Income For For Mgmt 3a Approve Merger Agreement Nordisk Solar For For Mgmt Compagni A/S and Solar Holding with the Latter as Continuing Entity In the fall of 2005, Nordisk Solar Compagni appointed a task force to analyze possibilities and recommend models in relation to the future ownership and company structure. The current group structure with the two listed companies Solar Holding A/S and Aktieselskabet Nordisk Solar Compagni is historically founded and there has been a request for a simplification of the company and share structure for some time. One recommendation of the task force was a merger of Solar Holding A/S and Nordisk Solar Compagni. On March 8, 2006, Solar Holding A/S owned 33 percent of the share capital and controlled 60.3 percent of the votes in Nordisk Solar Compagni. Payment for shares in Aktieselskabet Nordisk Solar Compagni has been fixed at one B share in Solar Holding A/S and a cash amount of DKK 24.73 ($3.9). As the Solar Holding share is trading at DKK 550 ($87.3) the total offer price is DKK 574.73 ($91.23). The offer presents a premium of 39 percent to the 60 days-average closing price of DKK 412.8 ($65.5) for the company's share, prior to the first announcement of a possible merger (Sept. 30). The offer presents a premium of 32 percent to the closing price of DKK 436 (69.2) for the company's share, one day prior to the announcement date. The offer presents a premium of 16 percent to the average closing price of DKK 494 (78.4) for the company's share, from the announcement date to the date of this analysis. The market reaction to the deal 60 days prior to the first announcement of a possible merger was up 10.2 percent versus OMX CB index: up 5.2 percent for the same time period. The market reaction to the deal one day prior to the announcement was down 3.7 percent versus OMX CB index: up 0.07 percent. The market reaction to the deal from the announcement to the date of analysis was up 26 percent versus OMX CB index: up 14 percent. The simplified company and share structure will reduce the administrative costs and is expected to create increased share liquidity due to the focus of trade on only one listed share class compared to the current three. Based on the strategic rationale, premium analysis, and the positive market reaction following the merger announcement, we recommend a vote in favor. 3b Authorize Board or Chairman of Meeting to For For Mgmt Make Editorial Changes to Adopted Resolutions in Connection with Registration 4 Elect Jens Borum, Peter Flakenham, Niels For For Mgmt Olav Johannesson, Niels Borum, Remy Cramer, and Carsten Oerssleff as Directors 5 Ratify Auditors For For Mgmt 6 Other Business (Non-Voting) None Abstain Mgmt 05/03/06 - A Northgate Minerals Corporation *NGX.* 666416102 03/06/06 8,680 1 Elect Directors For For Mgmt 2 Ratify KPMG LLP as Auditors For For Mgmt 3 Authorize Board to Fix Remuneration of For For Mgmt Auditors 4 Other Business For Against Mgmt As we can not know the content of the issues to be raised under this item, we do not recommend shareholders approve this request. 02/28/06 - A Novartis AG H5820Q150 None 56,479 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Approve Discharge of Board and Senior For Mgmt Management 3 Approve Allocation of Income and Dividends For Mgmt of CHF 1.15 per Share 4 Approve CHF 5.1 Million Reduction in Share For Mgmt Capital 5 Amend Articles to Remove 12-Year Term Limit For Mgmt for Board Members 6.1 Accept Retirement of Helmut Sihler as For Mgmt Director 6.2.a Reelect Srikant Datar as Director For Mgmt 6.2.b Reelect William George as Director For Mgmt 6.2.c Reelect Wendelin Wiedeking as Director For Mgmt 6.2.d Reelect Rolf Zinkernagel as Director For Mgmt 6 Elect Directors For Mgmt 7 Ratify PricewaterhouseCoopers AG as Auditors For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 12/14/05 - S Novatek OAO (formerly Novafininvest 669888208 11/07/05 5,362 OAO) Meeting for Holders of ADRs 1 PAYMENT (DECLARATION) OF DIVIDEND ON For For Mgmt ORDINARY SHARES OF OAO NOVATEK AS A RESULT OF 9 MONTH PERFORMANCE OF 2005 FINANCIAL YEAR. THE DIVIDEND SHALL BE PAID IN CASH OUT OF THE COMPANY S NET PROFIT. THE DIVIDENDS SHALL BE PAID NO LATER THAN 60 DAYS AFTER THE 2 MODIFICATIONS TO ARTICLE 12 OF THE For For Mgmt REGULATIONS OF THE BOARD OF DIRECTORS OF OAO NOVATEK. (PLEASE REFER TO THE NOTICE OF THE EGM FOR THE FULL TEXT OF THE RESOLUTION). This item ask shareholders to amend the company's regulations on the board of directors and regulations on the executive board (management board) with respect to liability protection of members of both boards. It is proposed to add new provisions to the two regulations stating that "the company insures the liability of members of both the board of directors and the executive board and guarantees the limitation of their liability and indemnification of their losses resulting from the performance in their capacity as members of either of the boards." In general, ISS believes that officers and directors should only be eligible for indemnification and liability protection if they have acted in good faith on company business and were found innocent of any civil or criminal charges for duties performed on behalf of the company. When asked by ISS, Novatek confirmed that this is the case at the company with respect the liability protection. ISS recognizes that limiting a company's ability to provide liability and indemnification protection may limit its ability to attract and retain qualified directors and executives and that indemnification provisions afford directors and officers protection to take risks and maximize shareholder wealth. However, ISS also believes that providing liability and indemnification protection in excess of that outlined above could unfairly prejudice shareholders in holding officers and directors accountable and that the level of protection allowed under our guidelines represents a reasonable compromise. Although the company has not disclosed the cost of the liability protection, Novatek has confirmed that directors and managers must act in good faith on company business and that the company has set a limit in providing liability protection to directors and managers. A vote in favor of Items 2 and 3 is therefore recommended. 3 MODIFICATIONS TO ARTICLE 5 OF THE For For Mgmt REGULATIONS OF THE MANAGEMENT BOARD OF OAO NOVATEK. (PLEASE REFER TO THE NOTICE OF THE EGM FOR THE FULL TEXT OF THE RESOLUTION). This item ask shareholders to amend the company's regulations on the board of directors and regulations on the executive board (management board) with respect to liability protection of members of both boards. It is proposed to add new provisions to the two regulations stating that "the company insures the liability of members of both the board of directors and the executive board and guarantees the limitation of their liability and indemnification of their losses resulting from the performance in their capacity as members of either of the boards." In general, ISS believes that officers and directors should only be eligible for indemnification and liability protection if they have acted in good faith on company business and were found innocent of any civil or criminal charges for duties performed on behalf of the company. When asked by ISS, Novatek confirmed that this is the case at the company with respect the liability protection. ISS recognizes that limiting a company's ability to provide liability and indemnification protection may limit its ability to attract and retain qualified directors and executives and that indemnification provisions afford directors and officers protection to take risks and maximize shareholder wealth. However, ISS also believes that providing liability and indemnification protection in excess of that outlined above could unfairly prejudice shareholders in holding officers and directors accountable and that the level of protection allowed under our guidelines represents a reasonable compromise. Although the company has not disclosed the cost of the liability protection, Novatek has confirmed that directors and managers must act in good faith on company business and that the company has set a limit in providing liability protection to directors and managers. A vote in favor of Items 2 and 3 is therefore recommended. 06/02/06 - A Novatek OAO (formerly Novafininvest 669888208 04/21/06 5,362 OAO) Meeting for Holders of ADRs 1 TO APPROVE THE COMPANY S RUSSIAN STATUTORY For For Mgmt ACCOUNTS AND ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2005. 2 TO APPROVE THE COMPANY PROFIT (BASED ON For For Mgmt UNCONSOLIDATED RAS) DISTRIBUTION. 3 TO DECLARE A FINAL DIVIDEND IN RESPECT OF For For Mgmt THE YEAR ENDED DECEMBER 31, 2005 AT RUB 523 PER SHARE. 4 ELECTION OF DIRECTORS. IF YOU WISH TO VOTE For Abstain Mgmt SELECTIVELY OR CUMULATE, PLEASE CONTACT YOUR REPRESENTATIVE. Unfortunately, due to a technical issue the elections have been bundled as a single voting resolution, and ISS has no choice but to recommend that shareholders abstain votes from this item. Due to a change in the voting mechanics for the election of directors, ADR holders will need to contact their respective account representatives to request a cumulative voting form. This will allow shareholders to cumulate their votes accordingly. Therefore ISS encourages ADR holders to exercise their rights to cumulate their votes behind candidates Brekhuntsov, Vardanian, Dmitrievsky, Dmitriev, and Yuzhanov and withhold their votes for the remaining three nominees. 5 TO ELECT MEMBER OF THE REVISION COMMITTEE: For For Mgmt MARIA ALEXEYEVNA KONOVALOVA. 6 TO ELECT MEMBER OF THE REVISION COMMITTEE: For For Mgmt IGOR ALEXANDROVICH RYASKOV. 7 TO ELECT MEMBER OF THE REVISION COMMITTEE: For For Mgmt YELENA ANDREYEVNA TERENTIEVA. 8 TO ELECT MEMBER OF THE REVISION COMMITTEE: For For Mgmt NIKOLAI KONSTANTINOVICH SHULIKIN. 9 Ratify Auditors For For Mgmt 10 TO APPROVE COMPANY S ORDINARY SHARE SPLIT. For For Mgmt 11 TO APPROVE THE AMOUNT OF REMUNERATION TO For For Mgmt THE MEMBERS OF THE BOARD OF DIRECTORS. 06/06/06 - A Novolipetsk Steel (frmly Novolipetsk 67011E105 04/20/06 8,727 Ferrous Metal Factory) Meeting for Holders of ADRs 1 TO APPROVE THE COMPANY S 2005 ANNUAL For For Mgmt REPORT, ANNUAL FINANCIAL STATEMENTS, P&L ACCOUNTS, DISTRIBUTION OF THE COMPANY S PROFIT AND LOSS IN 2005 FINANCIAL YEAR. 2 TO DECLARE PAYMENT OF DIVIDENDS ON PLACED For For Mgmt COMMON SHARES FOR THE YEAR OF 2005. 3 TO APPROVE THE CHARTER OF OJSC NLMK IN NEW For For Mgmt REVISION. 4 TO APPROVE THE REGULATIONS ON THE BOARD OF For For Mgmt DIRECTORS OF OJSC NLMK IN NEW REVISION. 5 TO APPROVE THE REGULATIONS ON THE For For Mgmt MANAGEMENT OF OJSC NLMK IN NEW REVISION. 6 TO APPROVE THE CORPORATE GOVERNANCE CODE OF For For Mgmt OJSC NLMK IN NEW REVISION. 7 TO APPROVE THE DIVIDEND POLICY OF OJSC NLMK For For Mgmt IN NEW REVISION. 8 ELECTION OF DIRECTORS. IF YOU WISH TO VOTE For Abstain Mgmt SELECTIVELY OR CUMULATE, PLEASE CONTACT YOUR REPRESENTATIVE. We note that Novolipetsk's definition of independence is not as detailed as ours and that we are therefore unable to classify Gindin, Doring, Kiselev, Lyakishev, and Reynolds as independent directors based on our classification guidelines. However, because the company has classified the five directors as independent according to its definition of independence, because we believe that independent directors are most capable of making impartial decisions--taking into consideration first and foremost the rights and value of the company's shareholders--and in order to enhance the likelihood that these five nominees will serve on Novolipetsk's board, we recommend that shareholders vote in favor of Gindin, Doring, Kiselev, Lyakishev, and Reynolds and withhold their votes for the remaining seven nominees. We believe that these five candidates are most likely to bring independence to the board of Novolipetsk and will most likely act in all shareholders' interest. Unfortunately, due to a technical issue the elections have been bundled as a single voting resolution, and ISS has no choice but to recommend that shareholders abstain votes from this item. Due to a change in the voting mechanics for the election of directors, ADR holders will need to contact their respective account representatives to request a cumulative voting form. This will allow shareholders to cumulate their votes accordingly. Therefore ISS encourages ADR holders to exercise their rights to cumulate their votes behind candidates Gindin, Doring, Kiselev, Lyakishev, and Reynolds and withhold their votes for the remaining seven nominees. 9 TO ELECT MR. ALEXEY LAPSHIN PRESIDENT For For Mgmt (MANAGEMENT CHAIRMAN) OF THE COMPANY. 10.1 Elect Director Mr. Valery Kulikov For For Mgmt 10.2 Elect Director Mrs. Natalia Kurasevich For For Mgmt 10.3 Elect Director Mr. Igor Matsak For For Mgmt 10.4 Elect Director Mrs. Olga Savushkina For For Mgmt 10.5 Elect Director Mrs. Galina Shipilova For For Mgmt 11 TO APPROVE CJSC PRICEWATERHOUSECOOPERS For For Mgmt AUDIT . 12 TO ENTRUST CJSC PRICEWATERHOUSECOOPERS For For Mgmt AUDIT . 13 TO UPHOLD THE DECISION OF REMUNERATION OF For For Mgmt MEMBERS OF OJSC NLMK BOARD OF DIRECTORS. 14 TO UPHOLD THE DECISION OF PARTICIPATION OF For For Mgmt OJSC NLMK IN THE INTERNATIONAL ASSOCIATION. 06/29/06 - A Obayashi Corp. *1802* J59826107 03/31/06 95,000 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 4, Final JY 4, Special JY 4 The payout ratio is 25 percent based on consolidated earnings, or 30 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Limit Rights of Odd-lot For For Mgmt Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Non-Executive Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes as follows. The company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. In addition, the company seeks the authority to impose limits on the legal liability of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 03/20/06 - A Oesterreichische A5528H103 None 2,055 Elektrizitaetswirtschafts-AG (Verbund) 1 Receive Financial Statements and Statutory None Mgmt Reports 2 Approve Allocation of Income For Mgmt 3 Approve Discharge of Management Board and For Mgmt Supervisory Board 4 Ratify Auditors For Mgmt 5 Approve Remuneration of Supervisory Board For Mgmt Members 6 Approve EUR 84.2 Million Capitalization of For Mgmt Reserves; Approve 10:1 Stock Split 7 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 09/21/05 - A Oil & Natural Gas Corporation Ltd. Y64606117 None 6,338 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Approve Total Dividends of INR 40 Per Share For Mgmt 3 Reappoint N.K. Mitra as Director For Mgmt 4 Reappoint N.K. Nayyar as Director For Mgmt 5 Reappoint P.K. Sinha as Director For Mgmt 6 Reappoint S. Joshi as Director For Mgmt 7 Reappoint A.K. Hazarika as Director For Mgmt 8 Authorize Board to Fix Remuneration of For Mgmt Auditors 9 Approve Transfer of Register of Members, For Mgmt Documents and Certificates to Office of Registrar & Share Transfer Agents 10 Approve Increase in Borrowing Powers For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/27/06 - A Oita Bank Ltd. *8392* J60256104 03/31/06 3,531 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 2.5, Final JY 3.5, Special JY 0 Payout ratio is approximately 11 percent. 2 Amend Articles to: Limit Rights of Odd-lot For For Mgmt Holders - Update Terminology to Match that of New Corporate Law The company seeks to update the terminology of its articles to match that of the new Corporate Law. These changes are routine. The company also wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. We have no reason to oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 3 are all insiders. Candidate 1 is being reappointed to the board, while Candidates 2 and 3 are new to the board. Following this meeting, there will be no outside directors on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 4 Appoint Internal Statutory Auditor For For Mgmt The nominee is not designated by the company as independent, and we have no reason to oppose his nomination. 5 Approve Retirement Bonuses for Directors For For Mgmt and Statutory Auditor All retirees have held executive positions with the company. Accordingly, we have no reason to oppose this resolution. 06/13/06 - A Okinawa Cellular Telephone *9436* J60805108 03/31/06 12 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 2000, Final JY 2500, Special JY 0 The proposed payout ratio is 20 percent. 2 Amend Articles to: Update Terminology to For For Mgmt Match that of New Corporate Law The proposed amendments are routine ones, and we do not oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For None of the directors has been designated as an outsider, although several appear to hold no executive positions at Okinawa Cellular. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 4.1 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the first nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. He is the president of Okinawa Electric Power, which is among the top ten shareholders of Okinawa Cellular. 4.2 Appoint Internal Statutory Auditor For For Mgmt The second nominee for independent auditor, the president of Orion Beer Co., meets our criteria for independence. 06/29/06 - A Okinawa Electric Power Co. Inc. *9511* J60815107 03/31/06 792 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 30, Final JY 30, Special JY 0 Payout ratio is approximately 11 percent. 2 Amend Articles to: Authorize Public For For Mgmt Announcements in Electronic Format - Update Terminology to Match that of New Corporate Law - Limit Rights of Odd-Lot Holders The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. The company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. 3 Approve Special Payments to Continuing For Against Mgmt Directors and Statutory Auditors in Connection with Abolition of Retirement Bonus System One of the continuing directors has been designated by the company as outside director. Moreover, two of the continuing auditors have been designated by the company as independent. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing the whole item.a?? 4 Approve Adjustment to Aggregate For For Mgmt Compensation Ceilings for Directors and Statutory Auditors The ceilings would be raised from JY 190 million per year to JY 310 million per year for directors, and from JY 45 million per year to JY 55 million per year for auditors. The ceilings were last adjusted in 1993 for directors and internal auditors. After this meeting, the number of directors will be 14 and that of auditors will be 4. These changes are being requested because of increases in the cost of living since the ceiling was last raised and due to the abolition of the retirement bonus system. Because the new ceilings are not especially high, and because the company has been profitable, we see no reason to oppose this resolution. 06/29/06 - A Okuma Holdings Inc. (formerly Okuma J60966116 03/31/06 8,197 Corp.) *6103* 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 10 Special JY 2 2 Amend Articles to: Amend Business Lines - For For Mgmt Decrease Maximum Board Size - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Non-Executive Directors and Statutory Auditors The company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. Also, the company is decreasing the maximum number of directors on the board from 21 to 15 in order to strengthen the management structure by speeding up the decision-making process. The company would still have 3 vacant seats on the board following this meeting. Furthermore, the company seeks the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Elect Directors For For Mgmt 4.1 Appoint Internal Statutory Auditor For For Mgmt He meets ISS criteria for independence. 4.2 Appoint Internal Statutory Auditor For For Mgmt He meets ISS criteria for independence. 4.3 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the third nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. The nominee is an honorary advisor of one of the company's largest shareholders, Mitsubishi UFJ Financial Group, Inc. with a 4.7 percent stake in the company, and has been serving the company since 2004. 4.4 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the fourth nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. The nominee is an advisor of one of the company's largest shareholders, Nippon Life Insurance Company, with a 8.9 percent stake in the company, and has been serving since 2003. 4.5 Appoint Alternate Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for alternate independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. He is a partner of the company's external audit firm. 5 Approve Retirement Bonuses for Directors For For Mgmt and Statutory Auditors All retirees have held executive positions with the company. Accordingly, we have no reason to oppose this resolution. 06/29/06 - A Olympus Corp. (formerly Olympus J61240107 03/31/06 23,000 Optical) *7733* 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 7.5, Final JY 14.5, Special JY 0 The payout ratio is 21 percent based on consolidated earnings, or 209 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. As the company's reserves are still adequate to cover the dividend, we do not object to this resolution. 2 Amend Articles to: Authorize Public For For Mgmt Announcements in Electronic Format - Update Terminology to Match that of New Corporate Law - Limit Liability of Statutory Auditors The most important amendment in Item 2 would give the company the authority to impose limits on the legal liability of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. Because such limitations are seen as necessary to attract qualified outsiders to serve in these positions, we do not oppose such amendments. 3 Amend Articles to: Allow the Company to For Against Mgmt Adopt Advance Warning-Type Takeover Defense Plan with Shareholder Approval Approval of this article amendment would allow the company to implement the takeover defense plan it is proposing in Item 8. The plan falls into the category of "advance warning-type" defenses, and therefore does not require a shareholder vote. Olympus is not only placing the plan on the ballot, but making approval of this article amendment a necessary condition as well. This has the effect of raising the approval threshold to that of a special resolution: two-thirds of shareholders voting at this meeting. We applaud the company for imposing this extra hurdle, but because we cannot support the defense itself, for the reasons indicated below, we also recommend that shareholders oppose this article amendment. 4 Elect Directors For For Mgmt 4.1 Elect Director --- For Candidates 1-10 are incumbent executive directors. 4.2 Elect Director --- For 4.3 Elect Director --- For 4.4 Elect Director --- For 4.5 Elect Director --- For 4.6 Elect Director --- For 4.7 Elect Director --- For 4.8 Elect Director --- For 4.9 Elect Director --- For 4.10 Elect Director --- For 4.11 Elect Director --- For Candidates 11-13 are executives who are new to the board. 4.12 Elect Director --- For 4.13 Elect Director --- For 4.14 Elect Director --- For Candidates 14 and 15 are incumbent outside directors, both of whom joined the board last year. Candidate 14 is a former official of the Ministry of International Trade & Industry and vice-president of Cosmo Oil Co. 4.15 Elect Director --- For Candidate 15 is Robert Mundell, the Nobel Prize-winning economist and professor at Columbia University. 5 Appoint Alternate Internal Statutory Auditor For For Mgmt The nominee, a former executive of trading company Nissho Iwai, meets our criteria for independence. 6 Approve Retirement Bonuses for Directors For Against Mgmt and Special Payments to Continuing Directors and Statutory Auditors in Connection with Abolition of Retirement Bonus System Two of the continuing auditors have been designated as independent. As we believe the payment of such bonuses to non-executives, at the discretion of the insiders, is a highly inappropriate practice anywhere, we see no alternative but to recommend opposing the whole item. 7 Approve Adjustment to Aggregate For For Mgmt Compensation Ceilings for Directors and Statutory Auditors The ceilings would be raised from JY 45 million per month to JY 65 million per month for directors, and from JY 7 million per month to JY 10 million per month for auditors. The ceilings were last adjusted in 1992. These changes are being requested because of the abolition of the retirement bonus system, and because the number of directors is increasing from 14 to 15 assuming all nominees are elected. 8 Adopt Advance Warning-Type Takeover Defense For Against Mgmt Plan Summary Type of defense plan: Advance-warning type Plan duration: 3 years Trigger threshold: 20 percent of shares outstanding Directors' term in office: 1 year Board independence: Following this meeting, there will be 2 independent directors (13 percent of the board) according to ISS criteria. Independence of special committee: All five members of the committee meet ISS criteria for independence. The committee members are the two outside directors (see above), two outside statutory auditors, and one "expert," a retired professor of management. Other types of takeover defense: Yes (The company reduced the maximum board size last year, and there will be no vacant board seats following this meeting. Therefore, it will not be possible to elect shareholder nominees without also removing an incumbent director.) Meeting notice released three weeks or more before meeting: No (15 days) Under the terms of the plan, the company has announced the type of information it intends to require of any suitor who acquires 20 percent or more of the company's issued share capital. This information includes the bidder's identity, the purpose of the bid, the method used to value the shares, the method used to raise funds for the acquisition, the bidder's strategic plan for the company if successful, treatment of employees, business partners, clients and other stakeholders of the company after the acquisition, and concrete plans to avoid conflicts of interests between the bidder and minority shareholders after the deal. The company is setting up a special committee which will be charged with evaluating the takeover bid, and recommending to the board whether the company should take steps to dilute the holdings of the bidder by issuing warrants. The committee will include at least three members, chosen from the company's outside directors and statutory auditors and specialists such as attorneys and accountants. The committee is allowed to hire independent financial advisors, at the company's expense, for the purpose of reviewing the offer. Once the necessary information is obtained by the special committee, the board would then ask the bidder to delay launching a tender offer, in principle for 60 days, until the committee could study the information presented. In addition, the committee would review the offer as well as any alternative plan presented by the board to the committee. Irrespective of whether or not the bidder complies with these rules, the committee would evaluate the takeover bid, and decide whether the company should take steps to dilute the holdings of the bidder by issuing warrants. If the committee determines that the bidder fails to observe the rules, the committee will recommend that the board issue warrants. In cases where, although the bidder complies with the rules, the committee decides that the bid would clearly damage shareholder value, for example because it represents an attempt at greenmail, asset stripping or a situation where the company concludes with "objective and rational grounds" that the bid would cause irreparable damage to corporate and shareholder value, and therefore would require immediate action by the company against the bid, the committee will again recommend that the board take action against the bidder. In other situations, the committee will recommend that the decision be left to shareholders. Should Olympus issue warrants to dilute the holdings of an unwanted suitor, those warrants would be exercisable by all other shareholders, and thus ordinary shareholders would not find their stakes diluted. However, those shareholders could potentially be denied the opportunity to receive a takeover premium for their shares. This plan fails to meet ISS guidelines in several areas. First, the board will have an insufficient number of independent directors. We believe the best way to ensure that the company remains responsive to shareholders' interests, once the threat of a takeover is removed or reduced, is to have a significant percentage of independent outsiders on the board. 13 percent is not, in our view, significant. Moreover, the fact that there are no vacant seats on the board means that it will be difficult for either the company or shareholders to appoint additional outsiders. Finally, we note that the company released its proxy materials only 15 days before the AGM date. This is late even by Japanese standards, particularly for a company which is widely held by institutional investors. It is absolutely not adequate to ensure that shareholders have enough time to carefully consider all aspects of this plan, given the crush of meetings in June. This fact, by itself, proves that management is not seriously concerned with the needs of shareholders. We therefore recommend that shareholders oppose this resolution. 11/21/05 - A Onesteel Limited *OST* Q7134W113 11/19/05 27,922 1 Receive Financial Statements and Statutory None None Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3a Elect Colin R. Galbraith as Director For For Mgmt 3b Elect Dean A. Pritchard as Director For For Mgmt 3c Elect R. Bryan Davis as Director For For Mgmt 3d Elect Peter G. Nankervis as Director For For Mgmt 06/23/06 - A Onoken Co., Ltd. *7414* J61525101 03/31/06 449 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 15, Final JY 20, Special JY 0 The payout ratio is 27 percent based on consolidated earnings, or 30 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Limit Rights of Odd-lot For For Mgmt Holders - Update Terminology to Match that of New Corporate Law The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. The company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. 05/31/06 - A OPAP (GREEK ORGANISATION OF FOOTBALL X5967A101 None 23,257 PROGNOSTICS SA ) 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Approve Allocation of Income and Dividends For Mgmt 3 Approve Discharge of Board and Auditors For Mgmt 4 Appoint Auditors and Deputy Auditors and For Mgmt Determination of Their Fees 5 Approve Remuneration of Chairman, CEO and For Mgmt Secretary of the Board 6 Approve Remuneration of Board Members for For Mgmt Participation on Board Committees 7 Amend Articles (Bundled) For Mgmt 8 Other Business For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 03/31/06 - A OPTION NV B6396L100 None 9,314 1 Receive Directors' Reports on the Financial None Mgmt Year Ended Dec. 31, 2005 2 Receive Auditors' Reports on the Financial None Mgmt Year Ended Dec. 31, 2005 3 Receive Consolidated Financial Statements None Mgmt and Statutory Reports on the Financial Year Ended Dec. 31, 2005(Non-Voting) 4 Approve Financial Statements and Allocation For Mgmt of Income 5 Approve Discharge of Directors For Mgmt 6 Approve Discharge of Auditors For Mgmt 7 Elect Lawrence M. Levy and Jan Loeber as For Mgmt Directors 8 Approve Remuneration of Directors by For Mgmt Increasing the Amount per Director to EUR 37,500 Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/19/06 - S OPTION NV B6396L100 None 1,398 1 Receival of Special Report of Board of None Mgmt Directors on Authorized Capital 2 Approval of Authorized Capital, including For Mgmt Possibility to Use during a Takeover 3 Authorize Repurchase and Sell of Up to Ten For Mgmt Percent of Issued Share Capital 4 Authorize Company Subsidiary to Purchase For Mgmt and Sell Shares in Parent 5 Authorize Board to Repurchase Shares in the For Mgmt Event of a Public Tender Offer or Share Exchange Offer 6 Amend Articles Board-Related For Mgmt 7 Approve Stock Split For Mgmt 8 Amend Articles For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 01/25/06 - A ORASCOM CONSTRUCTION INDS M7525D108 01/20/06 2,145 1 Approve Board of Directors' Resolutions for For Mgmt the Period Jan. 1, 2005, through Jan. 5, 2006 Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 01/25/06 - S ORASCOM CONSTRUCTION INDS M7525D108 01/20/06 2,145 1 Approve Increase in Paid-In and Authorized For Mgmt Capital 2 Amend Articles to Reflect Changes in For Mgmt Capital (Item 1) Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/04/06 - A ORASCOM CONSTRUCTION INDS M7525D108 None 2,815 1 Accept Board Report for Fiscal Year Ending For Mgmt 12-31-05 2 Accept Statutory Reports for Fiscal Year For Mgmt Ending 12-31-05 3 Accept Financial Statements for Fiscal Year For Mgmt Ending 12-31-05 4 Approve Allocation of Income for Fiscal For Mgmt Year Ending 12-31-05 5 Approve Discharge of Management Board for For Mgmt Fiscal Ending 12-31-05 6 Approve Directors' Bonuses and Allowances For Mgmt for Fiscal Year Ending 12-31-06 7 Approve Auditors and Fix Their Remuneration For Mgmt for Fiscal Year 2006 8 Approve Donations Made for Fiscal Year For Mgmt Ended 12-31-05 and Authorize Board to Make Donations for Fiscal Year 2006 Exceeding EGP 1,000.00; Determine Limit on Total Donations to be Made During Fiscal Year 2006 Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/30/06 - A ORASCOM TELECOM HOLDING M7526D107 None 3,687 1 Accept Board Report for Fiscal Year 2005 For Mgmt 2 Accept Financial Statements for Fiscal Year For Mgmt 2005 3 Accept Statutory Reports for Fiscal Year For Mgmt 2005 4 Approve Allocation of Income for Fiscal For Mgmt Year 2005 5 Approve Director Indemnification for Fiscal For Mgmt Year 2005 6 Approve Bonuses and Allowances of Directors For Mgmt for Fiscal Year 2006 7 Approve Auditors and Fix Their Remuneration For Mgmt for Fiscal Year 2006 8 Authorize Board to Sign Third Party For Mgmt Contracts with Sister and Subsidiary Companies 9 Authorize Board to Sign Loan Contracts, For Mgmt Mortgage Contracts, and Issuance Guarantees to Borrowers for the Company and Sister and Subsidiary Companies 10 Approve Donations Made in Fiscal Year 2005 For Mgmt and Authorize Board to Make Donations in Fiscal Year 2006 11 Approve Changes to Board For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/19/06 - A Oriflame Cosmetics S.A. L7272A100 05/09/06 3,336 Meeting for Holders of Swedish Depository Receipts Annual Meeting Agenda 1 Elect Kevin Kenny as Chairman for AGM and For Mgmt EGM 2 Approve Reports of the Board of Directors For Mgmt and of the Auditor Relating to the Accounts of the Company as at Dec. 31, 2005 3 Approve Balance Sheet and Profit and Loss For Mgmt Statement and Approve the Consolidated Accounts as at Dec. 31, 2005 4 Approve Allocation of Results For Mgmt 5 Approve Discharge of Directors and Auditors For Mgmt 6a1 Elect Robert af Jochnick as Director For Mgmt 6a2 Elect Jonas af Jochnick as Director For Mgmt 6a3 Elect Christian Salamon as Director For Mgmt 6a4 Elect Lennart Bjork as Director For Mgmt 6a5 Elect Bodil Eriksson as Director For Mgmt 6a6 Elect Kim Wahl as Director For Mgmt 6a7 Elect Helle Kruse Nielsen as Director For Mgmt 6a8 Elect Magnus Brannstrom as Director For Mgmt 6b Ratify Marc Hoydonckx as Independent Auditor For Mgmt 6c Appoint Robert af Jochnick as Chairman For Mgmt 7 Approve Establishment of Nominating For Mgmt Committee and Approve Procedure for Appointment of Nominating Committee Members 8 Approve Remuneration of Directors For Mgmt 9 Approve Principles of Remuneration to For Mgmt Members of the Executive Committee and Other Senior Executives 10 Approve Dividends of EUR 0.90 Per Share to For Mgmt be Paid Out of the Profits of the Financial Year Ended Dec. 31, 2002 Special Meeting Agenda 11 Approve Issuance of Redemption Rights; For Mgmt Amend Articles to Authorize Board to Proceed with the Cancellation of the Shares Redeemed 12 Amend Articles Re: Unclaimed Dividends For Mgmt 13 Transact Other Business (Voting) For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/20/06 - A Orix Corp. *8591* J61933123 03/31/06 8,762 1 Amend Articles to: Expand Business Lines - For For Mgmt Limit Rights of Odd-Lot Holders - Update Terminology to Match that of New Corporate Law 2 Elect Directors For Split Mgmt 2.1 Elect Director --- For Because Mr. Ozaki (candidate 11) is a former senior executive of Orix's external audit firm, potentially compromising the independence of this nominee, we recommend that shareholders oppose the election of this nominee. 2.2 Elect Director --- For 2.3 Elect Director --- For 2.4 Elect Director --- For 2.5 Elect Director --- For 2.6 Elect Director --- For 2.7 Elect Director --- For 2.8 Elect Director --- For 2.9 Elect Director --- For 2.10 Elect Director --- For 2.11 Elect Director --- Against 3 Approve Executive Stock Option Plan For For Mgmt 06/29/06 - A/S ORPEA F69036105 None 133 Ordinary Business 1 Approve Financial Statements and Statutory For Mgmt Reports 2 Approve Allocation of Income For Mgmt 3 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 4 Approve Discharge of Directors For Mgmt 5 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 6 Elect Yves LeMasne as Director For Mgmt 7 Ratify Deloitte as Auditor For Mgmt 8 Approve Directors' Attendance Fee at EUR For Mgmt 50,000 9 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital Special Business 10 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 30 Million 11 Authorize Capitalization of Reserves of Up For Mgmt to EUR 5 Million for Bonus Issue or Increase in Par Value 12 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 30 Million 13 Authorize Board to Increase Capital in the For Mgmt Event of Additional Demand Relating to Delegation Submitted to Shareholder Vote Above 14 Allow Board to Issue Shares in the Event of For Mgmt a Public Tender Offer or Share Exchange Offer 15 Approve/Amend Employee Savings-Related For Mgmt Share Purchase Plan 16 Authorize Issuance of up to 90,000 Shares For Mgmt for Use in Restricted Stock Plan 17 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares 18 Authorize Board to Set Issue Price for 10 For Mgmt Percent of Issued Capital Pursuant to Issue Authority without Preemptive Rights 19 Authorize Capital Increase of up to 10 For Mgmt Percent of Issued Capital for Future Acquisitions 20 Authorize Filling of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/29/06 - A Osaka Steel Co., Ltd. *5449* J62772108 03/31/06 2,059 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 10, Final JY 8, Special JY 0 The payout ratio is 8 percent based on consolidated earnings, or 10 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. The income allocation does not include bonuses to directors or statutory auditors. 2 Approve Payment of Annual Bonuses to For For Mgmt Directors The company is proposing aggregate bonus payments of JY 40 million to the 9 directors. In light of the company's performance, we have no reason to oppose this resolution. 3 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law The important change would give the company to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote and to prohibit the submission of shareholder proposals related to these subjects. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 4 Elect Directors For For Mgmt 4.1 Elect Director --- For Candidates 1 to 9 are all insiders and are being reappointed to the board. Following this meeting, there will be no outsiders on the board. 4.2 Elect Director --- For 4.3 Elect Director --- For 4.4 Elect Director --- For 4.5 Elect Director --- For 4.6 Elect Director --- For 4.7 Elect Director --- For 4.8 Elect Director --- For 4.9 Elect Director --- For 5.1 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor -- a current executive of parent company Nippon Steel -- cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 5.2 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor -- another executive of Nippon Steel -- cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 6 Appoint Alternate Internal Statutory Auditor For For Mgmt The nominee is not designated by the company as independent, and we have no reason to oppose his nomination. 7.1 Appoint External Auditors For For Mgmt First, the company seeks to appoint KPMG Azsa & Co. Osaka Steel's current audit firm, ChuoAoyama, faces a business suspension from July 1 through August 31 over the involvement of its auditors in accounting fraud at Kanebo Ltd. Osaka Steel proposes to reappoint ChuoAoyama after the suspension ends, to promote continuity, but it appears that Azsa will audit the books alongside ChuoAoyama. We have no reason to oppose the appointment of KPMG Azsa & Co. 7.2 Appoint External Auditors For For Mgmt In the second part of this resolution, Osaka Steel seeks approval to reappoint ChuoAoyama once the suspension period ends, apparently to serve alongside KPMG Azsa. Osaka Steel argues that this will guarantee continuity in the audit process. Although ISS has been opposing the appointment of ChuoAoyama as a company's sole external auditor, in this case we do not oppose this resolution 8 Approve Retirement Bonuses for Statutory For Against Mgmt Auditors One of the retiring auditors has been designated by the company as independent. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing the whole item. 03/30/06 - A Otsuka Corporation (frm Otsuka Shokai) J6243L107 12/31/05 10,096 *4768* 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 75, Special JY 0 2 Amend Articles to: Clarify Director For For Mgmt Authorities 05/25/06 - A Pal Co. Ltd *2726* J63535108 02/28/06 409 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 30, Special JY 0 The proposed payout ratio is 13 percent based on parent-company earnings, or 9 percent based on consolidated EPS. By law, funds available for dividends in Japan are based on parent-company earnings only. This is low even by Japanese standards. However, the company went public less than five years ago, and is still growing very rapidly. We do not object to the retention of cash at this stage of the company's development. 2 Amend Articles to: Increase Authorized For Against Mgmt Capital - Reduce Directors' Term in Office - Limit Legal Liability of Directors, Statutory Auditors and Audit Firm - Authorize Public Announcements in Electronic Format Because we do not believe it is in shareholders' interest to limit the liability of the external audit firm, and because an increase in authorized capital which would leave the company with only 25.7 percent of the new authorization on issue does not meet ISS guidelines for authorized capital increases, we recommend that shareholders vote against this resolution. (The proposal would increase authorized capital from 24 million to 36 million shares.) 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Terms of office for the 12 incumbent directors expire at the close of this meeting, and 10 are reappointed here. None of the directors is an outsider. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 4 Appoint Internal Statutory Auditor For For Mgmt The nominee is not designated as independent. However, the company's three other statutory auditors are so designated. 5 Approve Retirement Bonuses for Directors For For Mgmt The two retiring directors are both insiders. 03/22/06 - A Pan Fish ASA R69595107 None 190,216 1 Open Meeting None None Mgmt 2 Prepare and Approve List of Shareholders For For Mgmt 3 Elect Chairman of Meeting For For Mgmt 4 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 5 Approve Notice of Meeting and Agenda For For Mgmt 6 Approve Agreement With Geveran Trading Co. For For Mgmt Ltd. Concerning Takeover of All Shares in Marine Harvest N.V. Conclusion: Based on our analysis in valuation, rationale, and corporate governance, we recommend that shareholders vote for this acquisition. 7 Issue 1.25 Billion Shares in Connection For For Mgmt with Acquisition of Marine Harvest N.V. in Item 6 04/26/06 - S Pan Fish ASA R69595107 None 135,216 1 Open Meeting None None Mgmt 2 Present List of Shareholders None None Mgmt 3 Elect Chairman of Meeting For For Mgmt 4 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 5 Approve Notice of Meeting and Agenda For For Mgmt 6 Approve Issuance of 136.7 Million Shares to For For Mgmt Carnegie ASA in Exchange for Shares in Fjord Seafood ASA in Connection with Acquisition of Fjord Seafood ASA Conclusion: Based on our analysis in valuation, rationale, and corporate governance, we recommend that shareholders vote for this acquisition. 7 Approve Issuance of 269.5 Million Shares to For For Mgmt Carnegie ASA in Exchange for Cash in Connection with Acquisition of Fjord Seafood ASA 8 Approve Creation of NOK 162.5 Million Pool For For Mgmt of Capital (Shareholders Who Did Not Participate in Private Placement Will be Given Allotment Priority)
013f05/30/06 - A Pan Fish ASA R69595107 None 902,216 1 Elect Chairman of Meeting; Designate For For Mgmt Inspector or Shareholder Representative(s) of Minutes of Meeting 2 Approve Notice of Meeting and Agenda For For Mgmt 3 Approve Financial Statements and Statutory For For Mgmt Reports 4 Approve Remuneration of Directors For For Mgmt 5 Approve Remuneration of Auditors For For Mgmt 6 Elect Directors For Against Mgmt ISS strongly believes that publicly listed companies should disclose details on proposals at least 30 days prior to the meeting. When this information is not available well in advance of the meeting, investors are not left with sufficient time to evaluate the candidates and, in the case of shareholders who will not be present at the meeting themselves, to submit voting instructions via a custodian bank. Most large Norwegian companies disclose at least the names of any nominees to the board in the meeting notice. We recommend that shareholders contact Pan Fish's investor relations department directly and express their desire to receive details of proposals to the AGM in advance of the meeting. Because the names of the nominees were not available at the time this analysis was written, which does not allow shareholders to make an informed decision, shareholders are advised to vote against this item. 7 Authorize Repurchase of Up to Ten Percent For For Mgmt of Issued Share Capital 8 Approve Stock Option Plan for Key For Against Mgmt Employees; Approve Creation of NOK 19.6 Million Pool of Capital to Guarantee Conversion Rights We believe that broad ownership by key personnel is a valuable way of focusing executive attention on the performance of the company and its share price. Under this plan, however, the board would be able to issue options at a discount. We oppose discounted options on the grounds that these amount to a cash bonus to employees at shareholder expense. We prefer at least market or better premium priced options to focus attention on share price improvement. Due to the issuance of options at a discount, we recommend a vote against this item. Shareholder Proposals 9 Shareholder Proposal: Instruct Board to None Against ShrHoldr Undertake Necessary Steps to Ensure that (a) Company Farms Fish in a Manner that Will Prevent Spreading of Disease and Escaping Fish and (b) Fodder Used in Production Originates From Sustainable Fisheries Conclusion The shareholder raises a concern with respect to the maintenance of safe and environmentally proper salmon production techniques that is of great importance to the company's business. It appears, however, that the company has adequately addressed the safety and environmental concerns that are presented in this proposal. Therefore, we recommend a vote against this item. 02/09/06 - A Paragon Group of Companies plc G6376N147 None 7,781 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 7.4 Pence Per For For Mgmt Share 4a Re-elect Nigel Terrington as Director For For Mgmt 4b Re-elect John Heron as Director For For Mgmt 4c Re-elect Gavin Lickley as Director For For Mgmt 5 Reappoint Deloitte & Touche LLP as Auditors For For Mgmt and Authorise the Board to Determine Their Remuneration 6 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 4,171,100 7 Approve Paragon Matching Share Plan For For Mgmt 8 Amend Paragon Performance Share Plan For For Mgmt 9 Authorise the Trustees of Any Employee For For Mgmt Benefit Trust to Hold Up to 7.5 Percent of the Issued Share Capital 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 594,900 11 Authorise 11,900,000 Ordinary Shares for For For Mgmt Market Purchase 12 Amend Articles of Association Re: For For Mgmt Indemnification 06/05/06 - A Peak Energy Services Trust 70468C101 04/17/06 2,144 Meeting For Unitholders and Exchangeable Shareholders 1 Fix Number of Directors at Five For For Mgmt 2 Elect Directors Christopher E. Haslam, For For Mgmt Frederick A. Moore, Lloyd C. Swift, Richard A. Grafton and Curtis W. Whitteron 3 Approve KPMG LLP as Auditors and Authorize For For Mgmt Board to Fix Remuneration of Auditors 04/28/06 - A Pendragon PLC G6986L101 None 6,521 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt We are not raising any concers with the remuneration package, given the proposed replacement of the ESOS. 3 Approve Final Dividend of 6.6 Pence Per For For Mgmt Share 4 Re-elect Sir Nigel Rudd as Director For For Mgmt 5 Re-elect John Holt as Director For For Mgmt 6 Re-elect Martin Casha as Director For For Mgmt 7 Re-elect William Rhodes as Director For For Mgmt 8 Re-elect Neil Hannah as Director For For Mgmt 9 Elect David Joyce as Director For For Mgmt 10 Elect Malcolm Le May as Director For For Mgmt 11 Reappoint KPMG Audit Plc as Auditors and For For Mgmt Authorise the Board to Determine Their Remuneration 12 Authorise 13,120,172 Ordinary Shares for For For Mgmt Market Purchase 13 Approve Increase in Remuneration of For For Mgmt Non-Executive Directors to GBP 400,000 14 Approve Pendragon Long-Term Incentive Plan For For Mgmt 2006 The proposed LTIP will replace the Company's existing executive share option schemes. The Remuneration Committee is keen to ensure that the new LTIP achieves the following objectives: (i) that it reflects current market and best practice; (ii) that a significant proportion of total remuneration for the most senior executives should be performance related; and (iii) that the LTIP be made subject to performance conditions that the Remuneration Committee considers provide an appropriate link between management performance and reward. The overall plan meets current good practice regarding dilution limits and vesting for good leavers and corporate events, including a change-in-control. However, our feedback to the Company during the consultation exercise expressed concern that the same EPS growth performance conditions will be applied for both awards for performance shares and matching shares. In response, the Company has told us that the Remuneration Committee considers the situation appropriate because: (i) there are relatively few direct competitors to Pendragon and therefore choosing a TSR peer group would be problematic; (ii) EPS is the most common internal performance measure used in the market by companies of a similar size to Pendragon; (iii) The EPS performance condition, requiring EPS growth of between RPI+4% - RPI+10% p.a. is considered stretching at this time, representing a good result for shareholders and management; and (iv) the EPS performance condition has been, following consultation with shareholder, underpin with the requirement for Pendragon TSR to the above FTSE 350 index for any vesting to occur. The Remuneration Committee intends to set a range of tailored performance measures such as cash flow and sales value for grants in 2007, when the current state of flux, caused by the potential acquisition of Lookers/Reg Vardy should have been concluded. We do not believe this warrants a vote against the proposal to the plan, but we expect the Remuneration Committee to review its performance conditions in future and ensure that share awards are suitably challenging. 04/28/06 - S Pendragon PLC G6986L101 None 6,521 1 Approve Acquisition of Lookers plc For For Mgmt Conclusion We recommend support for this acquisition as the Enlarged Group will benefit from its increased size, and the range of services and the terms of the offer is expected to increase shareholder value for Pendragon. We note that Pendragon has received irrevocable undertakings to accept the offer from Schroder Investment Management Ltd. in respect of 3,016,261 Lookers shares and from Morley Fund Management Limited in respect of 1,470,198 Lookers shares, representing in aggregate approximately 12.5% of the existing issued share capital of Lookers. Ultimately, we feel that the overall proposal is an investment decision, which is best left for shareholders to evaluate in respect of their individual investment strategy. We note that the directors of Pendragon have received financial advice from Citigroup. 2 Approve Increase in Authorised Capital from For For Mgmt GBP 40,000,000 to GBP 55,000,000 We do not consider this to be contentious. 3 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 10,373,823.50 11/10/05 - A/S Pernod Ricard F72027109 None 5,967 Ordinary Business 1 Approve Financial Statements and Statutory For Mgmt Reports 2 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 3 Approve Allocation of Income and Dividends For Mgmt 4 Approve Transfer from Long-Term Capital For Mgmt Gains Reserve to Other Reserves 5 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 6 Approve Non-Reelection of Jean-Claude Beton For Mgmt as Director 7 Reelect Daniel Ricard as Director For Mgmt 8 Reelect Gerard Thery as Director For Mgmt 9 Approve Remuneration of Directors in the For Mgmt Aggregate Amount of EUR 583,100 10 Ratify Deloitte & Associes as Auditor For Mgmt 11 Approve Non-Reappointment of Andre et Louis For Mgmt Genot as Auditors 12 Ratify BEAS as Alternate Auditor For Mgmt 13 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital Special Business 14 Amend Articles of Association to Authorize For Mgmt the Issuance of Bonds/Debentures Without Prior Shareholder Approval 15 Amend Articles of Association to Authorize For Mgmt the Use of Electronic Media at Board Meetings 16 Amend Articles of Association Regarding the For Mgmt Increase and Reduction of Issued Capital; Powers of the General Meeting; Form of Shares; Related-Party Transactions; and Special and Ordinary Meetings 17 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares 18 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 200 Million 19 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 200 Million 20 Authorize Board to Increase Capital in the For Mgmt Event of Demand Exceeding Amounts Submitted to Shareholder Vote Above 21 Authorize Capital Increase of Up to Ten For Mgmt Percent of Issued Capital for Future Acquisitions 22 Authorize Capital Increase of Up to EUR 200 For Mgmt Million for Future Exchange Offers 23 Approve Issuance of Securities Convertible For Mgmt into Debt 24 Authorize Capitalization of Reserves of Up For Mgmt to EUR 200 Million for Bonus Issue or Increase in Par Value 25 Approve Up to One Percent of Issued Capital For Mgmt for Use in Restricted Stock Plan 26 Approve Capital Increase Reserved for For Mgmt Employees Participating in Savings-Related Share Purchase Plan 27 Approve Merger by Absorption of SIFA For Mgmt 28 Approve Reduction in Share Capital For Mgmt 29 Authorize Filing of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/20/06 - A Persimmon plc G70202109 None 11,165 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of 19 Pence Per Share For For Mgmt 3 Re-elect John White as Director For For Mgmt The re-election of CEO John White as Executive Chairman is the most significant corporate governance issue for consideration at the 2006 AGM. At the 2005 AGM, the Company announced that 'Non-executive' Chairman Duncan Davidson would retire from the Board at the 2006 AGM and become Life President and that CEO John White would be appointed Chairman in April 2006. Such an appointment does not meet the Combined Code's recommendation that a Board Chairman should be independent at the time of his appointment. The Board explained that this succession was being proposed due to John White's outstanding track record and because it considered that the Company and its shareholders would benefit from his continuing involvement with the Group. The Company added that his appointment was being made following consultation with a number of its larger shareholders, which were reported to be supportive of the succession proposal. Details of the selection process pursued by the Nomination Committee are given in the 2006 Annual Report (see Board Commentary section for details). This reveals that the Committee considered that the continuity of strong management within the Company was an absolute priority and that it considered but rejected an external appointment, particularly in view of the strength of management within the Company. Although no reference was made to his planned status in the initial disclosures provided by the Company, we had anticipated that John White would cease to have an executive role when his appointment as Chairman took effect. However, in the circular for the EGM in January 2006, at which shareholder approval for the acquisition of Westbury plc was obtained, the Company revealed that he would participate in the new Executive Synergy Incentive Plan that was introduced in conjunction with the Westbury's acquisition and so will continue as an executive of the Company after he becomes Chairman. The Company has given no clear indication if, or when, his executive role might cease. We have engaged with the Company further on this matter and understand that John White is seen to have the qualities required of a Board Chairman, including expertise in establishing the current devolved group management structures. The Board is aware of a possible issue of concentration of power and considers that one of its responsibilities will be to ensure that the roles of Chairman and CEO remain properly separated. The Company considers that the period during which Duncan Davidson was an Executive Chairman was successful. However, the independence of the Board has been improved recently and now meets the Code's board balance criteria. In addition, we note that the Senior Independent Director is clearly independent, which we consider to be of particular importance if a company has an executive chairman. We consider that, if the Company believes that John White's executive participation in the business is critical to its success, he should have remained as CEO or in some other executive role, rather than being appointed as Executive Chairman. We consider the appointment of a CEO as an Executive Chairman to be a significant divergence from the corporate governance expectations of a FTSE company and especially one that is now in the FTSE 100. Furthermore, we take the view that this approach demonstrates that the Company has adopted an unsatisfactory approach to the succession planning of key board roles. The Combined Code considers that an independent chairman fulfils a vital role in providing oversight of the management and ensuring adequate safeguards in board decision-making. In such circumstances we consider that it would not be unreasonable to recommend that shareholders vote against the re-election of John White to the Board as an Executive Chairman. However, given that John White's executive abilities are considered by the Board to be critical for the success of the business, we are concerned that his removal from the Board at this stage in the absorption of the Westbury business could seriously undermine shareholder value in the short term. For this reason, we are recommending that shareholders support his re-election on this occasion. Despite this apparent support, we retain strong reservations about important aspects of corporate governance at the Company, in particular succession planning and remuneration arrangements. Following pressure from leading institutional shareholders, the Company has accelerated the schedule for reviewing remuneration and we would welcome the opportunity to participate in any consultations that may form part of the review. We have also drawn attention to the presence of a NED who we no longer consider to be independent (who until recently chaired the Remuneration Committee) who sits on the Audit Committee, although this Committee should be wholly independent. 4 Re-elect Hamish Melville as Director For For Mgmt 5 Re-elect David Thompson as Director For For Mgmt 6 Elect Adam Applegarth as Director For For Mgmt 7 Elect Nicholas Wrigley as Director For For Mgmt 8 Reappoint KPMG Audit Plc as Auditors and For For Mgmt Authorise the Board to Determine Their Remuneration 9 Approve Remuneration Report For For Mgmt 10 Authorise 29,510,022 Ordinary Shares for For For Mgmt Market Purchase 11/08/05 - S Petrochina Company Limited Y6883Q104 10/10/05 393,219 1 Elect Su Shulin as Director For For Mgmt 2 Elect Gong Huazhang as Director For Against Mgmt It is ISS policy to vote against directors nominated as non-executive directors if they fail to meet ISS standards. We believe that the presence of insiders on audit committees, notwithstanding the requirements set out by the Listing Rules, may compromise the independence of such committees, potentially leading to conflicts of interest. In view of these concerns, a vote opposing the reelection of Gong Huazhang, Wang Yilin and Zeng Yukang as non-executive directors is recommended. 3 Elect Wang Yilin as Director For Against Mgmt 4 Elect Zeng Yukang as Director For Against Mgmt 5 Elect Jiang Fan as Director For For Mgmt 6 Elect Chee-Chen Tung as Independent Director For For Mgmt 7 Elect Liu Hongru as Independent Director For For Mgmt 8 Elect Wang Fucheng as Supervisor For For Mgmt 9 Elect Wen Qingshan as Supervisor For For Mgmt 10 Elect Li Yongwu as Independent Supervisor For For Mgmt 11 Elect Wu Zhipan as Independent Supervisor For For Mgmt 12 Approve Second Supplemental Comprehensive For Against Mgmt Agreement We note that the proposed CNPC Transactions under Item 14 bundles several connected transactions in one voting item. When reviewing bundled requests, the presence of one strongly negative aspect may warrant a recommendation opposing the whole resolution. In this company's case, while the connected transactions will be entered into in the ordinary and usual course of business of the Group and on terms that are no less favorable to the Group than those offered to or by independent third parties, we note that deposits to be made to China Petroleum Finance Co. Ltd. (CPFC), a subsidiary of CNPC, pursuant to the Comprehensive Agreement may increase the company's risks, as these will not have the protection of any security interest or guaranty from CNPC. In addition to engaging in finance and investment activities such as investments and equity securities, debt securities and real estate, borrowings and guarantees, CPFC may engage in intra-group lending. Being part of the entire CNPC Group and considering that deposits to CPFC will not have the protection of any security interest or guaranty from CNPC, default in the payment of loans awarded by CPFC to other members of the CNPC Group may expose the Group's deposited funds to further unnecessary risk. Also, exposure to such risk may negatively affect the company's credit rating. A lower credit rating would adversely impact the company's financing operations as it would affect its ability to acquire loans from other financial institutions at lower cost and limit the number of options available in securing funds. Given the potential risks associated with depositing funds under a connected transaction included in these resolutions, ISS recommends that shareholders vote against these resolutions. 13 Approve CRMSC Products and Services For For Mgmt Agreement 14 Approve Ongoing Connected Transactions For Against Mgmt 15 Approve Annual Caps of the Ongoing For Against Mgmt Connected Transactions Except the Annual Limit in Respect of the Products and Services to be Provided to China Railway Materials and Suppliers Corp. (CRMSC) Under the CRMSC Products and Services Agreement 16 Approve Annual Caps in Respect of the For For Mgmt Products and Services to be Provided to CRMSC Under the CRMSC Products and Services Agreement 05/26/06 - A Petrochina Company Limited Y6883Q104 04/25/06 589,219 1 Accept Report of the Board of Directors For For Mgmt 2 Accept Report of the Supervisory Committee For For Mgmt 3 Accept Financial Statements and Statutory For For Mgmt Reports 4 Approve Final Dividend For For Mgmt 5 Authorize Board to Distribute Interim For For Mgmt Dividend 6 Reappoint PricewaterhouseCoopers and For For Mgmt PricewaterhouseCoopers Zhong Tian CPAs Company Limited as International and Domestic Auditors Respectively and Authorize Board to Fix Their Remuneration 7 Reelect Zheng Hu as Director For For Mgmt 8 Reelect Franco Bernabe as Independent For For Mgmt Non-Executive Director 9 Approve Issuance of Equity or Equity-Linked For Against Mgmt Securities without Preemptive Rights As the share issuance amount is subject to abuse by Hong Kong companies, in the absence of language restricting both discounts and the authority to refresh the share issuance amounts without prior shareholder approval, a vote against is recommended. 10 Other Business For Against Mgmt Although this item is routine and only those issues that could legally be discussed could be presented for consideration, its approval would create an opportunity for those who attend the meeting to approve changes that are not in the best interests of all shareholders. We recommend that shareholders oppose this item unless the company has provided detailed information about the issues that will be discussed. 04/03/06 - A Petroleo Brasileiro 71654V408 03/03/06 6,779 Meeting for Holders of ADRs 1 APPROVAL OF THE MANAGEMENT REPORT, For For Mgmt FINANCIAL STATEMENTS AND AUDIT COMMITTEE S OPINION FOR THE FISCAL YEAR 2005. 2 APPROVAL OF THE CAPITAL EXPENDITURE BUDGET For For Mgmt FOR THE FISCAL YEAR 2006. 3 APPROVAL OF THE DISTRIBUTION OF RESULTS FOR For For Mgmt THE FISCAL YEAR 2005. 4 APPROVAL OF THE ELECTION OF MEMBERS OF THE For For Mgmt BOARD OF DIRECTORS. 5 APPROVAL OF THE ELECTION OF CHAIRMAN OF THE For For Mgmt BOARD OF DIRECTORS. 6 APPROVAL OF THE ELECTION OF MEMBERS OF THE For For Mgmt FISCAL COUNCIL AND THEIR RESPECTIVE SUBSTITUTES. 7 APPROVAL OF THE ESTABLISHMENT OF THE For Against Mgmt MANAGEMENT COMPENSATION, AS WELL AS THEIR PARTICIPATION IN THE PROFITS PURSUANT TO ARTICLES 41 AND 56 OF THE COMPANY S BYLAWS, AS WELL OF MEMBERS OF THE FISCAL COUNCIL. Because the company did not provide the details of the profit-sharing plan, we cannot assess how this item might affect shareholder interests. 8 APPROVAL OF THE INCREASE IN THE CAPITAL For For Mgmt STOCK THROUGH THE INCORPORATION OF PART OF THE REVENUE RESERVES CONSTITUTED IN PREVIOUS FISCAL YEARS AMOUNTING TO R$ 15.352 MILLION, INCREASING THE CAPITAL STOCK FROM R$ 32,896 MILLION TO R$ 48.248 MILLION WITHOUT 05/22/06 - S Petroleo Brasileiro 71654V408 05/01/06 758 Meeting for Holders of ADRs 1 APPROVAL OF THE PROTOCOL AND JUSTIFICATION For For Mgmt OF THE INCORPORATION OF THE SHARES OF PETROBRAS QUIMICA S.A. - PETROQUISA BY PETROLEO BRASILEIRO S.A. 2 RATIFICATION AND APPOINTMENT OF A For For Mgmt SPECIALIZED FIRM TO EVALUATE THE SHAREHOLDERS EQUITY AND BOOK VALUE OF PETROBRAS 3 APPROVAL OF THE VALUATION OF THE For For Mgmt SHAREHOLDERS EQUITY AND BOOK VALUE REPORT OF PETROBRAS 4 APPROVAL OF THE VALUATION OF THE For For Mgmt SHAREHOLDERS EQUITY BOOK VALUE AND NET BOOK ASSETS OF PETROQUISA 5 RATIFICATION AND APPOINTMENT OF A For For Mgmt SPECIALIZED FIRM TO UNDERTAKE AN ECONOMIC AND FINANCIAL VALUATION OF PETROBRAS 6 APPROVAL OF THE ECONOMIC AND FINANCIAL For For Mgmt VALUATION OF PETROBRAS 7 APPROVAL OF THE INCORPORATION OF THE TOTAL For For Mgmt NUMBER OF PETROQUISA SHARES HELD BY MINORITY SHAREHOLDERS INTO PETROBRAS EQUITY 8 APPROVAL OF THE ALTERATIONS TO PETROBRAS For For Mgmt BYLAWS AS PROVIDED FOR IN THE PROTOCOL AND JUSTIFICATION OF THE INCORPORATION OF THE SHARES OF PETROBRAS QUIMICA S.A. - PETROQUISA BY PETROLEO BRASILEIRO S.A. - PETROBRAS 9 AUTHORIZATION FOR THE EXECUTIVE BOARD TO For For Mgmt PRACTICE ALL THE ACTS NEEDED FOR THE EXECUTION OF THE ABOVE ACTIONS 06/14/06 - A Petroleum Geo-Services Asa R69628114 None 718 1 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 2 Approve Financial Statements and Statutory For For Mgmt Reports 3 Approve Remuneration of Auditors in the For For Mgmt Amount of NOK 7.9 Million for 2005 4 Reelect Jens Ulltveit-Moe (Chairman), For For Mgmt Francis Gugen, Harald Norvik, and Anthony Tripodo as Directors; Elect Wenche Kjoelaas, Siri Hatlen, and Holly van Deursen as New Directors 5.1 Approve Remuneration of Directors and For For Mgmt Members of Nominating Committee for 2005 5.2 Approve Guidelines for Director For For Mgmt Remuneration for the Period June 15, 2006 Until June 30, 2007 6 Approve Changes Made to Mandate and Charter For For Mgmt of Nominating Committee 7 Approve Creation of NOK 48 Million Pool of For For Mgmt Capital without Preemptive Rights 8 Approve Stock Option Plan for Key For For Mgmt Employees; Approve Creation of NOK 6 Million Pool of Capital to Guarantee Conversion Rights 9.1 Amend Articles Re: Removal of Article For For Mgmt Concerning U.S. Bankruptcy Law 9.2 Change Range for Size of Board (3-13 For For Mgmt Members) to Allow for Inclusion of Employee Representatives on Board 9.3 Amend Articles Re: Right to Sign for For For Mgmt Company (Two Board Members Jointly or Manager and One Board Member Jointly) 9.4 Amend Articles Re: Removal of Outdated For For Mgmt Article Concerning Quorum Requirement for Certain Board-Related Issues 9.5 Amend Articles Re: Removal of Article For For Mgmt Concerning Transfer of Shares 10 Approve Agreement Between Company and Board For Against Mgmt Concerning Indemnification of All Board Members As the agreement does not specify that the directors covered under the indemnification must be acting in good faith on company business and must be found innocent of any civil or criminal charges for duties performed on behalf of the company, we must recommend a vote against the proposal. 06/23/06 - A PICC PROPERTY AND CASUALTY COMPANY LTD Y6975Z103 05/23/06 364,000 1 Accept Report of the Board of Directors For For Mgmt 2 Accept Report of the Supervisory Committee For For Mgmt 3 Accept Financial Statements and Statutory For For Mgmt Reports 4 Approve Profit Distribution Plan For For Mgmt 5 Reelect Tse Sze-Wing, Edmund as For For Mgmt Non-Executive Director 6 Approve Remuneration of Directors For For Mgmt 7 Approve Remuneration of Supervisors For For Mgmt 8 Authorize Board to Determine the Profit For For Mgmt Distribution Plan for the First Half of Every Financial Year 9 Reappoint Ernst & Young and Ernst & Young For For Mgmt Hua Ming as International and Domestic Auditors Respectively, and Authorize Board to Fix Their Remuneration 10 Approve Issuance of Equity or Equity-Linked For Against Mgmt Securities without Preemptive Rights As the share issuance amount is subject to abuse by Hong Kong companies, in the absence of language restricting both discounts and the authority to refresh the share issuance amounts without prior shareholder approval, a vote against is recommended. 11 Increase Registered Capital of the Company For For Mgmt and Amend Articles of Association 12 Reelect Cheng Wai Chee, Christopher as For For Mgmt Independent Non-Executive Director 13a Reelect Tang Yunxiang as Non-Executive For Against Mgmt Director As Tang Yunxiang fails to meet our criteria for non-independent non-executive directors, we recommend that shareholders vote against his reelection as a non-executive director. 13b Reelect Wang Yi as Executive Director For For Mgmt 13c Reelect Ding Yunzhou as Non-Executive For For Mgmt Director 13d Reelect Wang Yincheng as Executive Director For For Mgmt 13e Reelect Liu Zhenghuan as Executive Director For For Mgmt 13f Reelect Zhou Shurui as Non-Executive For For Mgmt Director 05/31/06 - A/S Pinguely-Haulotte SA F72742103 None 2,985 Ordinary Business 1 Approve Financial Statements and Discharge For Mgmt Directors 2 Approve Allocation of Income and Dividends For Mgmt of EUR 0.13 per Share 3 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 4 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 5 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 6 Reelect Pierre Saubot as Director For Mgmt 7 Authorize Filing of Required For Mgmt Documents/Other Formalities Special Business 1 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares 2 Change Company Name to Haulotte group For Mgmt 3 Amend Articles of Association Re: Change For Mgmt Company Name 4 Amend Articles of Association Re: For Mgmt Shareholder Disclosure Threshold; Board's Attendance; Calling of the General Meeting 5 Approve Employee Savings-Related Share Against Mgmt Purchase Plan 6 Authorize Filing of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/24/06 - A Point Inc. *2685* J63944102 02/28/06 1,707 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 30, Special JY 0 The payout ratio is only 14 percent based on parent company earnings, which is on the low side by Japanese standards. However, sales and profits have grown very rapidly in the last several years. We do not object to the retention of cash at this stage of the company's development. 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Reduce Directors Term in Office - Limit Legal Liability of Statutory Auditors and Audit Firm - Limit Rights of Odd-Lot Holders Because allowing the company to determine income allocation solely at the board's discretion and limiting the liability of the outside audit firm are not in shareholders' interest, we recommend that shareholders oppose the whole resolution. 3 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors to Include Provisions for Incentive Compensation Point seeks to add language to the aggregate compensation ceiling allowing it to make incentive payments to the directors, on top of their fixed compensation, provided the company achieves stated goals for sales revenues and net profits under a mid-term management plan which runs through 2008-09. The upper limit on these payments would be 3.5 percent of net profits in the 2008-09 fiscal year. Because the sales and profit targets represent substantial growth over current levels, we feel that this plan is likely to contribute to shareholder value, and we recommend support for this resolution. 4 Approve Incentive Stock Option Plan for For For Mgmt Directors This resolution, which is contingent upon shareholder approval of Item 3, would allow the company to make incentive payments to the directors in the form of stock options, rather than in cash. Once again, these awards are contingent upon the achievement of stated goals for sales and net profits. The maximum number of shares which could be awarded would be 30,000, or a fraction of one percent of issued capital. These 30,000 shares would be divided among Point's eight directors. The exercise price would be set at market price at the time of the grant, but the options will only be exercisable if the company has reached its targets of sales revenues of JY 76 billion and net profits of JY 7.5 billion by the 2008-09 fiscal year. This is one of the first option plans in Japan to include explicit performance hurdles, and we recommend that shareholders support this resolution. 5 Approve Executive Stock Option Plan For For Mgmt Participation in this plan is open only to executive officers of Point and directors of its subsidiaries, and not to directors of Point itself. Maximum potential dilution is a fraction of one percent, and the exercise period runs from April 15--May 29, 2009. Once again, the exercise price is set at market price at the time of the grants, but exercise of the options is contingent upon the achievement of specified targets for sales and net profits. We recommend support for this resolution. 10/14/05 - S Polski Koncern Naftowy Orlen X6922W204 10/06/05 12,153 1 Open Meeting None Mgmt 2 Elect Meeting Chairman For Mgmt 3 Acknowledge Proper Convening of Meeting For Mgmt 4 Elect Members of Vote Counting Commission For Mgmt 5 Approve Agenda of Meeting For Mgmt 6 Determine Number of Members of Supervisory For Mgmt Board 7 Elect Supervisory Board For Mgmt 8 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 01/31/06 - S Polski Koncern Naftowy Orlen X6922W204 01/23/06 12,153 1 Open Meeting None Mgmt 2 Elect Meeting Chairman For Mgmt 3 Acknowledge Proper Convening of Meeting For Mgmt 4 Approve Agenda of Meeting For Mgmt 5 Elect Members of Vote Counting Commission For Mgmt Shareholder Proposals 6.1 Shareholder Proposal: Fix Number of None ShrHoldr Supervisory Board Members 6.2 Shareholder Proposal: Recall Supervisory None ShrHoldr Board Member 6.3 Shareholder Proposal: Elect Supervisory None ShrHoldr Board Member Ordinary Business 7 Receive Management Board's Presentation None Mgmt Regarding Company's Restructuring 8 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 03/31/06 - A PORTO SEGURO SA P7905C107 None 16,184 Annual Meeting Agenda Ordinary Business 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Allocation of Income For For Mgmt 3 Ratify Board's Decision Re: Interest on For For Mgmt Capital Payment 4 Approve Date for Interest on Capital Payment For For Mgmt 5 Elect Directors and Nominate the Chairman For For Mgmt and Co-chairman 6 Approve Remuneration of Directors and For For Mgmt Executive Officer Board Special Business 1 Amend the Company's Bylaws Pursuant to the For For Mgmt Changes for the Novo Mercado Listing Segment 2 Approve Change to Company's Headquarters For For Mgmt and Amend Art. 2 Accordingly 3 Approve Increase in Board Term from One to For For Mgmt Two Years and Amend Article 14 Accordingly 4 Consolidate Bylaws For For Mgmt 02/24/06 - A POSCO (formerly Pohang Iron & Steel) 693483109 12/29/05 4,895 Meeting for Holders of ADRs 1 APPROVAL OF BALANCE SHEET, INCOME For For Mgmt STATEMENT, AND THE STATEMENT OF APPROPRIATION OF RETAINED EARNINGS FOR THE 38TH FISCAL YEAR 2 PARTIAL AMENDMENTS TO ARTICLES OF For For Mgmt INCORPORATION 3 ELECTION OF OUTSIDE DIRECTOR: PARK, YOUNG-JU For For Mgmt 4 ELECTION OF OUTSIDE DIRECTOR: HUH, SUNG-KWAN For For Mgmt 5 ELECTION OF OUTSIDE DIRECTOR AS AUDIT For For Mgmt COMMITTEE MEMBER: SUH, YOON-SUK 6 ELECTION OF STANDING DIRECTOR: CHO, For For Mgmt SOUNG-SIK 7 ELECTION OF STANDING DIRECTOR: LEE, DONG-HEE For For Mgmt 8 APPROVAL OF LIMITS OF TOTAL REMUNERATION For For Mgmt FOR DIRECTORS 9 WAIVER OF CLAIM FOR OVERPAID EMPLOYMENT For For Mgmt BENEFIT 05/19/06 - A Prime Success International Group Ltd G7243A102 05/15/06 44,704 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend For For Mgmt 3a Reelect Chen Ying-Chieh as an Executive For For Mgmt Director 3b Reelect Chen Hsien Min as an Executive For For Mgmt Director 3c Authorize Board To Fix Remuneration of For For Mgmt Directors 4 Reappoint PricewaterhouseCoopers as For For Mgmt Auditors and Authorize Board to Fix Their Remuneration 5a Authorize Repurchase of Up to 10 Percent of For For Mgmt Issued Share Capital 5b Approve Issuance of Equity or Equity-Linked For Against Mgmt Securities without Preemptive Rights As the share issuance amount is subject to abuse by Hong Kong companies, in the absence of language restricting both discounts and the authority to refresh the share issuance amounts without prior shareholder approval, a vote against is recommended. 5c Authorize Reissuance of Repurchased Shares For For Mgmt 6 Amend Articles Re: Appointment and For For Mgmt Retirement by Rotation of Directors 09/28/05 - A PROTON Holdings Bhd (frmly (Perusahaan Y6860U102 None 35,931 Otomobil Nasional Ber 1 Accept Financial Statements and Statutory For For Mgmt Reports for the Financial Year Ended March 31, 2005 2 Approve Final Dividend of MYR 0.10 Per For Against Mgmt Share Tax Exempt for the Financial Year Ended March 31, 2005 In this case, the company was found to have reserves of approximately MYR 5.62 billion ($1.48 billion) for the latest financial year end, yet has failed to comply with the minimum standard of 30 percent for the past five years. Given that no adequate justification was provided for the retention of capital, we recommend shareholders to oppose this dividend request. 3 Elect Badrul Feisal bin Abdul Rahim as For Against Mgmt Director Under our guidelines, the company's shortcomings include: the chairman of the board is an insider director; the presence of insiders namely Mohammad Zainal bin Shaari on the audit and remuneration committees, and Badrul Feisal bin Abdul Rahim on the Remuneration committee; and the presence of an affiliated outsider namely Mohamed Daud bin Abu Bakar on the remuneration committee. We do not approve of insider directors holding positions on audit and remuneration committees. Therefore, we recommend that shareholders vote against Mohammad Zainal bin Shaari and Badrul Feisal bin Abdul Rahim, as their presence may compromise the independent objective of these committees. Our guidelines also do not recommend the membership of affiliated directors in the board's key committees. We will continue to monitor the board's composition and recommend that such directors refrain from joining board committees so that these committees can maximize their independent oversight functions. We will also continue to note any changes or deficiencies in the company's corporate governance practices under our guidelines vis- -vis market requirements. Our guidelines do not allow for the reelection of directors who have attended less than 75 percent of their company's board and committee meetings for the past year. We believe that, as directors who provide major decisions for the company, they should at least attend the majority of the meetings that the board has called. All of the directors attended more than 75 percent of board and committee meetings held during the year. 4 Elect Mohammed Azlan bin Hashim as Director For For Mgmt 5 Elect Mohammad Zainal bin Shaari as Director For Against Mgmt 6 Elect Abdul Kadir bin Md Kassim as Director For For Mgmt 7 Approve Remuneration of Directors for the For For Mgmt Financial Year Ended March 31, 2005 8 Approve PricewaterhouseCoopers as Auditors For For Mgmt and Authorize Board to Fix Their Remuneration 05/31/06 - A/S PROVIMI F6574X104 None 337 Ordinary Business 1 Approve Financial Statements and Statutory For Mgmt Reports 2 Accept Consolidated Financial Statements, For Mgmt Statutory Reports, and Discharge of Directors 3 Approve Allocation of Income and Dividends For Mgmt of EUR 0.35 per Share 4 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 5 Ratify the Election of Provimlux CVC SA as For Mgmt Director 6 Elect Yves Rene Nanot as Director For Mgmt 7 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital Special Business 8 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares 9 Approve Stock Option Plans Grants For Mgmt 10 Approve Employee Savings-Related Share For Mgmt Purchase Plan 11 Amend Articles of Association Re: Set For Mgmt Articles in Conformity With Decree 2004-604 12 Amend Articles Re: Attend Board Meetings by For Mgmt Way of Videoconference and of Telecommunication 13 Amend Articles of Association Re: For Mgmt Shareholding Disclosure Threshold 14 Authorize Filing of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/24/06 - A PT Astra Agro Lestari Tbk Y7116Q119 04/07/06 172,500 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Allocation of Income and Dividends For For Mgmt of IDR 150 Per Share 3A Elect Directors and Commissioners For For Mgmt 3B Approve Remuneration of Directors and For For Mgmt Commissioners 4 Approve Haryanto Sahari & Rekan as Auditors For For Mgmt and Authorize Board to Fix Their Remuneration 05/30/06 - A PT Bank Rakyat Indonesia (Persero) Tbk Y0697U104 05/12/06 634,500 1 Accept Directors' Report For For Mgmt 2 Approve Allocation of Income and Dividends For For Mgmt of IDR 153 3 Approve Prasetio Sarwoko & Sandjaja as For For Mgmt Auditors and Authorize Board to Fix Their Remuneration 4 Approve Remuneration of Directors and For For Mgmt Commissioners 5 Determine Implementation of Ministry of For For Mgmt States Companies Regulation on Appointment of Directors and Commissioners in State-Owned Companies 6 Elect Syariah Board of Directors For For Mgmt 7 Approve Write-off of Non-Performing Loans For Against Mgmt Until the bank provides full disclosure on the terms of this resolution, shareholders are advised to vote against this request. 8 Approve Report on Management Stock Option For Against Mgmt Plan It would be unwise for shareholders to approve this report without knowing the plan's basic parameters because such plans could unduly transfer shareholder value to bank management. Shareholders should note that ISS recommended a vote against the Management Stock Option Plan when it was initially proposed in 2005 due to the lack of disclosure provided by the bank. As the bank has yet to provide any details on the terms of the option scheme, shareholders are advised to vote against this request. 9 Elect Directors and Commissioners For For Mgmt 11/30/05 - S PT Berlian Laju Tanker Y7123K170 11/14/05 197,728 1 Approve Utilization of Repurchased Shares For Against Mgmt Lack of information provided by company to make an informed decision. 2 Approve Change in Allocation of Funds from For Against Mgmt Share Issuance Lack of information provided by company to make an informed decision. 3 Amend Articles of Association For Against Mgmt Lack of information provided by company to make an informed decision. 06/02/06 - A PT Indofood Sukses Makmur Y7128X128 05/17/06 270,000 1 Accept Directors' Report For For Mgmt 2 Accept Financial Statements and Statutory For For Mgmt Reports 3 Approve Allocation of Income and Dividends For For Mgmt of IDR 17.5 Per Share 4 Approve Prasetio Sarwoko & Sandjaja as For For Mgmt Auditors and Authorize Board to Fix Their Remuneration 5 Elect Directors and Commissioners For For Mgmt 12/06/05 - S PTT Chemical Public Co. Ltd. ( Y8693U127 11/16/05 62,631 formerly National Petrochemic 1 Approve Progress of the Amalgamation For For Mgmt 2 Approve Name of the New Company For For Mgmt 3 Approve Business Objectives of the New For For Mgmt Company 4 Approve Share Capital, Number of Shares, For For Mgmt Par Value, and Paid Up Capital of the New Company 5 Approve Allocation of Shares of the New For For Mgmt Company 6 Approve Memorandun of Association of the For For Mgmt New Company 7 Approve Articles of Association of the New For For Mgmt Company 8 Elect Directors of the New Company and For For Mgmt Approve Their Scope of Authority 9 Approve Auditors of the New Company and Fix For For Mgmt Their Remuneration 10 Approve Compensation of Directors of the For For Mgmt Company and National Petrochemical Public Company Ltd 04/11/06 - A PTT PUBLIC COMPANY Y6883U113 03/20/06 26,257 1 Approve Minutes of Previous EGM For For Mgmt 2 Accept 2005 Operating Results, Financial For For Mgmt Statements and Statutory Reports 3 Approve Allocation of Income and Payment of For For Mgmt Dividend of Baht 9.25 Per Share 4 Elect Directors For For Mgmt 5 Approve Remuneration of Directors For For Mgmt 6 Approve Office of the Auditor General as For For Mgmt Auditors and Authorize Board to Fix Their Remuneration 7 Approve 5-Year Financing Plan For For Mgmt 8 Approve Issuance of 20 Million Warrants to For For Mgmt the President, Executives, Employees of the Company and Employees of the Company's Affiliates Under the Employee Stock Option Plan Scheme (PTT-W2) 9 Approve Increase in Registered Capital to For For Mgmt Baht 28.57 Billion and Amend Clause 4 of the Memorandum of Association to Conform with the Increase in Registered Capital 10 Approve Allocation of 20 Million New For For Mgmt Ordinary Shares Pursuant to the PTT-W2 11 Other Business For Against Mgmt This routine item would allow other issues of concern, not contained in the company's official agenda, to be raised at the general meeting without giving shareholders ample time to review their details. Consequently, this would create an opportunity to pass resolutions not in the best interest of the shareholders. In view of this, a vote against this item is recommended until details on the issues have been provided. 06/07/06 - A/S Publicis Groupe F7607Z165 None 4,184 Ordinary Business 1 Approve Financial Statements and Statutory For Mgmt Reports 2 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 3 Approve Allocation of Income and Dividends For Mgmt of EUR 0.36 per Share 4 Approve Discharge of Management Board For Mgmt 5 Approve Discharge of Supervisory Board For Mgmt 6 Approve Remuneration of Directors in the For Mgmt Aggregate Amount of EUR 600,000 7 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 8 Reelect Elisabeth Badinter as Supervisory For Mgmt Board Member 9 Reelect Henri-Calixte Suaudeau as For Mgmt Supervisory Board Member 10 Elect Leone Meyer as Supervisory Board For Mgmt Member 11 Ratify cooptation of Michel Halperin as For Mgmt Supervisory Board Member 12 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital Special Business 13 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares 14 Approve Employee Savings-Related Share For Mgmt Purchase Plan 15 Approve Reduction in Share Ownership For Mgmt Disclosure Threshold 16 Amend Articles of Association Re: General For Mgmt Matters 17 Amend Articles of Association Re: For Mgmt Non-Routine 18 Amend Articles of Association Re: General For Mgmt Matters 19 Authorize Filing of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 03/31/06 - A PULMUONE CO Y7161W102 12/31/05 329 1 Approve Appropriation of Income and For For Mgmt Dividend of KRW 600 Per Share Proposed dividend is KRW 600 per share, which corresponds to a payout ratio of 20 percent, slightly down from 21 percent the previous year. The payout ratio is not especially low by Korean standards. In light of the company's strong growth in profits year over year and the company's dividend increase from KRW 500 the previous year to KRW 600, we do not oppose this income allocation and dividend proposal. 2 Amend Articles of Incorporation to Require For For Mgmt Shareholder Approval on Share Stock Option and to Allow Shareholder to Vote via Mail The first amendment would require shareholder approval on all stock options issued by the board, and also would prohibit directors from issuing options to directors themselves without shareholder approval. The second amendment would shorten the share registry cancellation period from 31 days (January 1 - January 31) to 15 days (January 1 - January 15). The next amendment would allow shareholders to vote via mail. We recommend support for this resolution. 3 Elect Directors For For Mgmt There are two executive director nominees and one independent non-executive director (NED) nominee. The two executive director nominees are Nam Seung-Woo, the representative director of the company and Lee Kyu-Su, the representative director of the company. The independent NED nominee is Park Wan-Soon, a director of the Beautiful Foundation. Nam has purchased a total of KRW 478 million worth stocks and sold a total of KRW 3.1 billion worth common stocks of the company within the last three years. Both Lee and Park have not engaged in any disclosable transaction with the company within the last three years. The number of directors remains unchanged at eleven, of whom six are independent non-executive directors. 4 Approve Limit on Remuneration of Directors For For Mgmt Proposed limit for 2006 is KRW 2.8 billion, unchanged from 2005. Although last year's actual payout was not disclosed, a total of KRW 133 million was paid for six independent non-executive directors. The level of directors' fees is usually not problematic among Korean companies. We see no reason to oppose this resolution. 12/30/05 - S Punch Taverns plc G73003108 None 126,130 1 Approve Acquisition of Spirit Group For For Mgmt Holdings Limited; and Approve Increase in Borrowing Powers 01/25/06 - A Punch Taverns plc G73003108 None 126,130 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Reappoint Ernst & Young LLP as Auditors and For For Mgmt Authorise the Board to Determine Their Remuneration 3 Approve Remuneration Report For For Mgmt During the year, the Remuneration Committee conducted an extensive review of the remuneration arrangements for Executive Directors (EDs), which has resulted in certain changes as follows: (1) The construction of a new comparator group based on: (i) companies with related businesses to the Company; (ii) companies of a comparable size to the Company; (iii) companies with similar types of operation to the Company; and (iv) companies competing for the same pool of executive talent. (2) For 2005/06, the main elements of remuneration are set as follows in comparison to the comparator group: (i) basic salary at lower quartile (previously median); (ii) annual bonus potential at upper quartile (no change); (iii) pension at lower quartile to median (no change); (iv) benefits in kind in line with market practice (no change); and (v) share incentives at upper quartile (no change). (3) Specifically, salaries for 2005/06 have been increased between 13% and 20% to bring them in line with the lower quartile of the comparator group. The primary reason for the increase up to lower quartile is the substantial increase in size of the Company since the original comparator group was selected. Aggregate annual long-term incentive award levels for the EDs will be increased from 100% of basic salary to 150% of basic salary. The Chief Executive's award level will remain at 200% of basic salary. (4) With regard to long-term incentive plan performane conditions, for future awards under the LTIP, the vesting level for threshold performance has been reduced from 30% to 25%. Under the option scheme, maximum vesting will take place where EPS growth is equal to or greater than RPI+10% p.a. (reduced from RPI+12% p.a.). Shareholders may wish to note that RREV was consulted by the Company during the review process that led to the noted changes. We commend the Company for the levels of thoroughness and transparency exhibited in the remuneration report. 4 Approve Final Dividend of 7.6 Pence Per For For Mgmt Ordinary Share 5 Approve EU Political Organisations For For Mgmt Donations and to Incur EU Political Expenditure up to GBP 50,000 Each 6 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 40,022 7 Re-elect Giles Thorley as Director For For Mgmt 8 Re-elect Friedrich Ternofsky as Director For For Mgmt 9 Re-elect Randl Shure as Director For For Mgmt 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 6,063 11 Authorise 25,340,441 Ordinary Shares for For For Mgmt Market Purchase 04/07/06 - A QBE Insurance Group Ltd. *QBE* Q78063114 04/05/06 66,178 1 Receive Financial, Directors', and None None Mgmt Auditor's Reports for the Year Ended Dec. 31, 2005 2a Elect John Cloney as Director For For Mgmt 2b Elect Belinda Hutchinson as Director For For Mgmt 2c Elect Irene Lee as Director For For Mgmt 3 Elect Isabel Hudson as Director For For Mgmt 4 Adopt the Remuneration Report for the Year For For Mgmt Ended Dec. 31, 2005 5 Approve the Grant of Conditional Rights and For Against Mgmt Options Over the Company's Ordinary Shares Under the 2005 Long Term Incentive Scheme to the Chief Executive Officer Recommendation: A vote against this resolution is recommended. This recommendation has been made because the exercise of incentives is not subject to performance hurdles that relate to future performance. The rights and options to be granted are issued based on performance over the preceding financial year (i.e., a single year of return on equity performance) and require no future out performance of hurdles (other than, in the case of the options, the exercise price). A senior executive long-term incentive plan should have demanding performance hurdles in order to satisfy accepted standards of corporate governance in Australia. For example, the IFSA Executive Share and Option Scheme Guidelines recommend that executive incentive plans contain performance hurdles that provide incentives to executives to bring about "materially improved company performance in terms of medium to long-term growth of the company and resulting shareholder value." QBE's approach is inconsistent with the IFSA Guidelines, which expressly recommend a focus on future performance: - "Incentive schemes serve to align the interests of executives with shareholders through providing direct participation in the benefits of future company performance." - "Executive incentive schemes should be designed to reward future superior performance. Companies should develop executive incentive schemes that provide incentives and rewards based on materially improved company performance in terms of medium to long-term growth of the company and resulting shareholder value." 6 Approve the Issue or Transfer of Equity For Against Mgmt Securities Under the Long Term Incentive Scheme to a Participant in Equitable Circumstances For the same reasons given above for Item 5, a vote against this resolution is recommended as well. 7 Renew the Company's Proportional Takeover For For Mgmt Approval Provisions 8 Amend the Officer Indemnity Provisions of For For Mgmt the Company's Constitution 06/09/06 - A QUANTA STORAGE INC Y7175W106 04/10/06 111,200 1 Accept 2005 Financial Statements For For Mgmt 2 Approve Allocation of Income and Dividends For For Mgmt The board is proposing a cash dividend of NTD 3.5 ($0.11) per share and a stock dividend of 50 shares for every 1,000 shares held, or NTD 0.5 ($0.02) per share. This gives the company a payout ratio of 68.6 percent. We use a minimum of 30 percent and a maximum of 100 percent as benchmarks to trigger further analysis. ISS has no objections to this resolution. 3 Approve Capitalization of 2005 Dividends For For Mgmt and Employee Profit Sharing Taiwanese companies routinely capitalize dividends and distribute new fully paid shares to shareholders free of charge; there is no cost to shareholders to maintain their stakes and no risk of dilution. This procedure transfers wealth to shareholders and does not significantly impact share value. The only impact on shareholders is that by increasing the number of shares on issue, the company could increase liquidity, enhance marketability, and ultimately expand its shareholder base. This item is pursuant to the stock dividend discussed in item 2. Meanwhile, Taiwanese companies usually state in their articles of association to allocate not more than 10 percent of the company's net profit as employee profit sharing to compensate and motivate employees of the company. In this case, a total of NTD 105 million ($3.19 million) will be reserved for employee profit sharing, in which a total of NTD 70 million ($2.12 million) will be distributed in the form of stocks. ISS has no objections to this resolution. 4 Amend Articles of Association For Against Mgmt At the time of the delivery of this analysis, the company had not disclosed adequate information. Therefore, a vote against the resolution must be advised due to poor disclosure. 5 Amend Procedures Governing the Acquisition For Against Mgmt or Disposal of Assets At the time of the delivery of this analysis, the company had not disclosed adequate information. Therefore, a vote against the resolution must be advised due to poor disclosure. 6 Amend Operating Procedures for Loan of For Against Mgmt Funds to Other Parties, and Endorsement and Guarantee At the time of the delivery of this analysis, the company had not disclosed adequate information. Therefore, a vote against the resolution must be advised due to poor disclosure. 7 Amend Rules and Procedures Regarding For Against Mgmt Shareholder Meeting At the time of the delivery of this analysis, the company had not disclosed adequate information. Therefore, a vote against the resolution must be advised due to poor disclosure. 8 Other Business None None Mgmt This is a non-voting item. 04/03/06 - S Raffles Education Corp Ltd. (frmrly Y7343V121 None 11,436 RAFFLES LASALLE LTD) 1 Appoint BDO Raffles as Auditors and For For Mgmt Authorize Board to Fix Their Remuneration 2a Approve Participation of Chew Hua Seng in For Against Mgmt the Scheme Given the high level of dilution under this plan, we recommend a vote against the proposed grant of options under the Scheme. 2b Approve Grant of Options to Chew Hua Seng For Against Mgmt 3a Approve Participation of Chung Gim Lian in For Against Mgmt the Scheme 3b Approve Grant of Options to Chung Gim Lian For Against Mgmt 06/07/06 - A Raiffeisen International Bank-Holding A7111G104 None 2,128 AG 1 Receive Financial Statements and Statutory None Mgmt Reports 2 Approve Allocation of Income For Mgmt 3 Approve Discharge of Management and For Mgmt Supervisory Board 4 Approve Remuneration of Supervisory Board For Mgmt Members 5 Elect Supervisory Board Members For Mgmt 6 Ratify Auditors For Mgmt 7 Approve Creation of EUR 217.3 Million Pool For Mgmt of Capital without Preemptive Rights 8 Adopt New Articles of Association For Mgmt 9 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/06/06 - A RAMIRENT OYJ X01741101 03/27/06 1,060 Matters Pertaining to the AGM as Stated in the Company's Articles of Association (Items 1.1-1.9) 1.1 Receive Financial Statements and Statutory None Mgmt Reports 1.2 Receive Auditor's Report None Mgmt 1.3 Accept Financial Statements and Statutory For Mgmt Reports 1.4 Approve Allocation of Income and Dividends For Mgmt of EUR 0.60 Per Share 1.5 Approve Discharge of Board and President For Mgmt 1.6 Approve Remuneration of Directors For Mgmt 1.7 Fix Number of Directors at 6; Fix Number of For Mgmt Auditors 1 Elect Directors For Mgmt 1.9 Reelct KPMG Oy Ab as Auditor For Mgmt 2.1 Authorize Repurchase of Up to Five Percent For Mgmt of Issued Share Capital 2.2 Authorize Reissuance of Repurchased Shares For Mgmt 2.3 Approve Creation of EUR 576,711 Pool of For Mgmt Conditional Capital without Preemptive Rights Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 11/22/05 - A Ramsay Health Care Limited *RHC* Q7982Y104 11/20/05 3,644 1 Receive Financial Statements and Statutory None None Mgmt Reports 2 Adopt Remuneration Report For For Mgmt 3 Elect Directors For For Mgmt 4 Approve Remuneration of Directors in the For Against Mgmt Amount of AUD 900,000 As stated above, focusing solely on fees, there is no issue with the level of fees paid to the existing directors or with the size of the proposed increase in cap. But many investors who disapprove of retirement benefits for nonexecutives prefer to see these plans completely frozen for incumbent directors. And, in the absence of a complete freezing of the plan, an increase in the fee cap for nonexecutive directors is not considered deserving of shareholder support. We recommend shareholders oppose this item. 5 Approve Ramsay Executive Performance Rights For For Mgmt Plan 6.1 Approve Issuance of 322,376 Performance For For Mgmt Rights to Ian Patrick Grier, Managing Director of the Company 6.2 Approve Issuance of 200,000 Performance For For Mgmt Rights to Bruce Roger Soden, Finance Director of the Company 05/04/06 - A Reckitt Benckiser Plc (Formerly G7420A107 None 40,146 Reckitt & Colman Plc ) 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 21 Pence Per For For Mgmt Ordinary Share 4 Re-elect Bart Becht as Director For For Mgmt 5 Re-elect Peter Harf as Director For For Mgmt 6 Elect Gerard Murphy as Director For For Mgmt 7 Reappoint PricewaterhouseCoopers LLP as For For Mgmt Auditors of the Company 8 Authorise Board to Fix Remuneration of For For Mgmt Auditors 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 25,360,000 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 3,804,000 11 Authorise 72,280,000 Ordinary Shares for For For Mgmt Market Purchase 12 Approve Increase in Remuneration of For For Mgmt Non-Executive Directors to GBP 1,000,000 13 Approve Reckitt Benckiser Long-Term For For Mgmt Incentive Plan 14 Amend Reckitt Benckiser 2005 For For Mgmt Savings-Related Share Option Plan, 2005 Global Stock Profit Plan, 2005 USA Savings-Related Share Option Plan and Senior Executive Share Ownership Policy Plan 04/06/06 - A Recordati Industria Chimica e T78458139 03/31/06 8,771 Farmaceutica Spa Annual Meeting Agenda 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares 3 Descisions Inherent to Article 2364, For Mgmt Paragraph 2, of the Italian Civil Code (i.e. Election of Directors and/or Auditors, and/or Remuneration of Directors and Auditors) 4 Approve 2006-2009 Stock Option Plan For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/25/06 - A Red Electrica de Espana E42807102 None 1,643 1 Accept Individual Financial Statements and For For Mgmt Statutory Reports for Fiscal Year Ended 12-31-05 2 Accept Consolidated Financial Statements For For Mgmt and Statutory Reports for Fiscal Year Ended 12-31-05 3 Approve Allocation of Income and Dividends For For Mgmt for Fiscal Year Ended 12-31-05 4 Approve Discharge of Directors For For Mgmt 5 Elect Directors For For Mgmt 6.1 Approve Merged Balance Sheet Closing For For Mgmt 12-31-05 6.2 Approve Merger by Absorption of Red de Alta For For Mgmt Tension, S.A. and Infraestructuras de Alta Tension, S.A. 6.3 Approve Modification to Company's Capital For For Mgmt as a Result of the Merger 6.4 Approve Fiscal Consolidation of the Tax For For Mgmt Regime 7 Amend Articles 12 and 13 of the Company's For For Mgmt By-Laws Re: Types of General Meetings; Notice of General Meeting 8 Amend Articles 4 and 5 of General Meeting For For Mgmt Guidelines Re: Types of General Meetings; Notice of General Meeting 9 Approve Auditors For For Mgmt 10.1 Authorize Repurchase of Shares For For Mgmt 10.2 Approve Use of Repurchased Shares for For For Mgmt Executive and Director Remuneration 10.3 Revoke Previous Authority to Repurchase For For Mgmt Shares Granted at 5-25-05 Shareholder Meeting 11 Authorize Issuance of Convertible Bonds or For For Mgmt Other Debt Instruments 12 Authorize Board to Ratify and Execute For For Mgmt Approved Resolutions 13 Present and Inform Re: 2005 Corporate For For Mgmt Govrenance Report 03/17/06 - A Reigncom Ltd. Y7253V103 12/31/05 6,096 1 Approve Financial Statements For For Mgmt Although the company failed to disclose any details on this item, given that this is a routine item, we do not oppose this resolution. 2 Amend Articles of Incorporation For Against Mgmt Due to the lack of disclosure, we have no choice, but to oppose this resolution. 3 Elect Director(s) For Against Mgmt Due to the lack of disclosure, we have no choice, but to oppose this resolution. 4 Approve Limit on Remuneration of Directors For For Mgmt Although the company failed to disclose any details on this item, given that the level of directors' fees is usually not problematic among Korean companies, we do not oppose this resolution. 5 Approve Limit on Remuneration of Auditor(s) For For Mgmt Although the company failed to disclose any details on this item, given that the level of auditors' fees is usually not problematic among Korean companies, we do not oppose this resolution. 6 Approve Stock Option Grants For Against Mgmt Due to the lack of disclosure, we recommend that shareholders oppose this resolution. 06/29/06 - A Rengo Co. Ltd. *3941* J64382104 03/31/06 106,412 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 4, Final JY 5, Special JY 0 The payout ratio is 16 percent based on consolidated earnings, or 23 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Non-executive Directors and Statutory Auditors The company seeks the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. However, the company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote and to prohibit the submission of shareholder proposals related to these subjects. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 18, 20 and 21 are all insiders and candidate 19 has been designated as an outside director. ISS considers candidate 19 to be an affiliated outsider, as he is director of one of the company's largest shareholder, Sumitomo Mitsui Banking Corp. Candidates 20, 21 are executives who are new to the board. Following this meeting, there will be one outsider on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 3.11 Elect Director --- For 3.12 Elect Director --- For 3.13 Elect Director --- For 3.14 Elect Director --- For 3.15 Elect Director --- For 3.16 Elect Director --- For 3.17 Elect Director --- For 3.18 Elect Director --- For 3.19 Elect Director --- For 3.20 Elect Director --- For 3.21 Elect Director --- For 4 Appoint Internal Statutory Auditor For For Mgmt The nominee for independent auditor, an executive of Kansai Productivity Center, passes our test for independence. 5 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors Ceiling is to be raised, due to increases in the cost of living since the ceiling was last raised. The new ceiling is not inordinately high. We see no reason to oppose this resolution. 6 Approve Retirement Bonus for Director For For Mgmt The retiring director is an insider, and we have no reason to oppose this resolution. 01/18/06 - S RENTRAK JAPAN CO LTD J6446M100 11/25/05 1,077 1 Approve Merger Agreement with Culture For For Mgmt Convenience Club Co. Rentrak's sales revenues and profits have grown substantially since CCC purchased its stake in Rentrak nearly two years ago. However, Rentrak's business of supplying DVDs and videotapes to rental outlets is threatened by the likely shift in consumer behavior from renting videos at stores to downloading them at home. We believe that shareholders will be better off in the medium-to-long term as owners of the expanded CCC, which is actively working to improve its competitive position in the new business environment. 2 Amend Articles to: Expand Business Lines For For Mgmt 11/09/05 - S Restaurant Group plc (formerly City G7535J100 None 5,731 Centre Restaurant Grp) 1 Approve Restaurant Group plc Long-Term For For Mgmt Incentive Plan 2005; Approve The Restaurant Group plc Employees' Trust 2 Approve Director's Fee of GBP 240,000 Per For For Mgmt Annum to Alan Jackson 06/01/06 - A RHI AG (Fm. Radex Heraklith A65231101 None 1,703 Industriebeteiligungs AG) 1 Receive Financial Statements and Statutory None Mgmt Reports 2 Approve Allocation of Income For Mgmt 3 Approve Discharge of Management and For Mgmt Supervisory Board 4 Approve Remuneration of Supervisory Board For Mgmt Members 5 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital for Issuance to Board Members and Key Employees 6 Adopt New Articles of Association For Mgmt 7 Elect Supervisory Board Members For Mgmt 8 Ratify Auditors For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/06/06 - A Rio Narcea Gold Mines, Ltd. *RNG* 766909105 05/05/06 4,757 1 Elect Directors For For Mgmt 2 Ratify Ernst & Young LLP as Auditors For For Mgmt 3 Other Business For Against Mgmt As we can not know the content of the issues to be raised under this item, we do not recommend shareholders approve this request. 04/12/06 - A Rio Tinto Plc (Formerly Rtz Corp. Plc) G75754104 None 55,707 Only Rio Tinto Plc Shareholders are Entitled to Vote on Resolutions 1,2,and 3 1 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 34,860,000 2 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 6,750,000 3 Authorise 106,500,000 RTP Ordinary Shares For For Mgmt for Market Purchase Resolution 4 Requires a Separate Special Resolution of the Public Shareholders of Rio Tinto Plc and Rio Tinto Limited 4 Adopt New Articles of Association of Rio For For Mgmt Tinto Plc and Amendments to Constitution of Rio Tinto Limited Resolutions 5-13 will be Dealt under the Joint Electoral Procedure of Rio Tinto Plc and Rio Tinto Limited 5 Elect Tom Albanese as Director For For Mgmt 6 Elect Sir Rod Eddington as Director For For Mgmt 7 Re-elect Sir David Clementi as Director For For Mgmt 8 Re-elect Leigh Clifford as Director For For Mgmt 9 Re-elect Andrew Gould as Director For For Mgmt 10 Re-elect David Mayhew as Director For For Mgmt 11 Reappoint PricewaterhouseCoopers LLP as For For Mgmt Auditors and Authorise the Board to Determine Their Remuneration 12 Approve Remuneration Report For For Mgmt We are particularly drawing shareholders' attention to the following elements of the Company's remuneration policy. None of these issues has affected our voting recommendation in this instance, as explained in more detail below: (1) The retesting provision under the 2004 Share Option Plan (SOP): The annual report notes that options granted under this plan before 31 December 2006 will be subject to a single fixed base retest five years after grant if they have not vested after the initial three year performance period. Options granted after 31 December 2006 will not be subject to any retest. This was disclosed in previous annual reports and at the time of the introduction of the Plan in 2004. RREV had previously encouraged the earlier removal of the retesting provision. In this context, we consider it disappointing that retesting was retained for grants made in the 2006 financial year. However, following engagement with the Company, we have been informed that the 2006 option grant to executive directors was made on 7 March 2006 and that no further grants which are subject to a retest will be made under the plan. As a result, this issue has not adversely affected our voting recommendation for the approval of this item. (2) The Change of control provisions for the SOP and the MCCP: In the event of a takeover, performance conditions have to be satisfied. However, there is no pro-rating of share options and MCCP awards will only be pro-rated if the takeover occurs within 12 months of grant. A similar situation applies for 'good leavers'. We do not consider such an approach to be in line with current market practice. We strongly encourage the Remuneration Committee to use appropriate discretions when considering the release of awards in the event of a takeover or termination of employment. (3) Pensionable bonus: We note that the Remuneration Committee considers it appropriate that a proportion of the performance-related remuneration should be pensionable. Therefore, it has determined that annual STIP awards should be pensionable up to a maximum of 20% of basic salary. For Australian participants, this results in a defined contribution payment equivalent to 20% of the pensionable component of STIP and does not impact the defined benefit component. Although we acknowledge that the Remuneration Committee has determined that for any new executive directors, STIP will not be pensionable, we strongly encourage the Committee to consider removing the performance-related element of the bonus for existing directors as well, as the current provisions are not in line with UK market practice. 13 Accept Financial Statements and Statutory For For Mgmt Reports 05/05/06 - A Risanamento SPA (Formerly Risanamento T7923G102 05/03/06 8,502 Napoli) Annual Meeting Agenda 1 Accept Financial Statements, Consolidated For Mgmt Financial Statements, and Statutory Reports at Dec. 31, 2005 2 Fix Number of Directors on the Board; Elect For Mgmt Directors and Chairman of the Board; Determine Directors' Term and Remuneration Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 11/23/05 - A RMB Holdings Limited S6992P127 None 32,597 Annual Meeting Agenda 1 Accept Financial Statements and Statutory For For Mgmt Reports for Year Ended June 3,0 2005 2 Elect Directors For For Mgmt 3 Approve Remuneration of Directors for Year For For Mgmt Ended June 30, 2005 4 Approve Remuneration of Directors for Year For For Mgmt Ending June 30, 2006 5 Reappoint PricewaterhouseCoopers as Auditors For For Mgmt 6 Authorize Board to Fix Auditors' For For Mgmt Remuneration 7 Place Authorized But Unissued Shares under For For Mgmt Control of Directors 8 Approve Issuance of Shares without For For Mgmt Preemptive Rights up to a Maximum of 10 Percent of Issued Capital 9 Authorize Repurchase of Up to 10 Percent of For For Mgmt Issued Share Capital 10 Adopt New Articles of Association For Against Mgmt Because the company has failed to disclose essential information regarding this item, it is uncertain whether the proposed modifications would negatively impact shareholder value. Therefore, we do not support this request. 05/05/06 - A Robert Walters G7608T118 None 7,706 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 2.35 Pence Per For For Mgmt Ordinary Share 4 Re-elect Timothy Barker as Director For For Mgmt 5 Re-elect Robert Walters as Director For For Mgmt 6 Re-elect Ian Nash as Director For For Mgmt 7 Reappoint Deloitte & Touche LLP as Auditors For For Mgmt and Authorise the Board to Determine Their Remuneration 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 7,274,273 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 848,569 10 Approve Reduction of GBP 20,000,000 from For For Mgmt the Amount Standing to the Credit of the Share Premium Account 11 Authorise 12,270,053 Ordinary Shares for For For Mgmt Market Purchase 06/30/06 - S Robert Walters G7608T118 None 4,299 1 Approve Robert Walters Executive Share For Against Mgmt Option Plan 2006 2 Amend Robert Walters Performance Share Plan For Against Mgmt 3 Approve the Grant of a One-Off Option to For Against Mgmt Robert Walters 4 Approve the Grant of a One-Off Option to For Against Mgmt Giles Daubeney 04/25/06 - A Rogers Communications Inc. *RCI.B* 775109200 03/24/06 19,882 Agenda for Class A Shareholders 1 Elect Directors For For Mgmt 2 Appoint KPMG LLP as Auditors For For Mgmt 06/27/06 - A Rohto Pharmaceutical Co. Ltd. *4527* J65371106 03/31/06 57,317 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 10, Final JY 5, Special JY 0 Payout ratio is approximately 37 percent. 2 Amend Articles to: Require Supermajority For Against Mgmt Vote to Remove Director - Authorize Board to Determine Income Allocation -Limit Rights of Odd-lot Holders - Limit Liability of Non-Executive Directors, Statutory Auditors and Audit Firm The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. First, the company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. Second, the company seeks the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. However, the company seeks to limit the liability of its external audit firm in the event of a shareholder lawsuit. We believe this may have a negative impact on the quality of the audit function, and we recommend that shareholders oppose this resolution. In addition, the company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote and to prohibit the submission of shareholder proposals related to these subjects. We do not believe this is in shareholders' interest, and we therefore oppose this change. Finally, the company seeks to specify that removing a director will require a two-thirds majority vote, rather than the simple majority which is the default threshold under the new Corporate Law. Because we do not believe it is in shareholders' interest to increase the percentage of votes required to remove a director from office, we recommend that shareholders vote against the whole resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 9 are all insiders. Candidates 1 to 7 and 9 are being reappointed to the board, while Candidate 8 is the only new appointee. Following this meeting, there will be no outside directors on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 4 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors The ceiling would be raised from JY 300 million per year to JY 400 million per year. The ceiling was last adjusted in 2000. This change is being requested because the number of directors is increasing from 8 to 9, and because annual bonuses are now part of the ceiling. Because the new ceiling is not excessive, and because the comapny has been profitable, we have no reason to oppose this resolution. 05/03/06 - A ROLLS-ROYCE GROUP PLC ( formerly G7630U109 None 134,837 Rolls-Royce Plc) 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt We note that the PSP is unusual as the maximum vesting level is 125% of the initial award level. In 2006, the award levels are to be increased by 20%, following a review against market practice. 3 Elect Colin Smith as Director For For Mgmt 4 Re-elect Peter Byrom as Director For For Mgmt 5 Re-elect Sir John Rose as Director For For Mgmt 6 Re-elect Ian Strachan as Director For For Mgmt 7 Re-elect Carl Symon as Director For For Mgmt 8 Reappoint KPMG Audit plc as Auditors and For For Mgmt Authorise the Board to Determine Their Remuneration 9 Authorize Capitalization of Reserves up to For For Mgmt GBP 200,000,000 for Bonus Issue; Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 200,000,000 We do not find the resolution to be contentious. 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 119,988,226 11 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 17,998,233 12 Authorise 176,956,928 Ordinary Shares for For For Mgmt Market Purchase 05/16/06 - A Royal Dutch Shell PLC G7690A100 None 24,888 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Elect Jorma Ollila as Director For For Mgmt 4 Elect Nick Land as Director For For Mgmt 5 Re-elect Lord Kerr of Kinlochard as Director For For Mgmt 6 Re-elect Jeroen van der Veer as Director For For Mgmt 7 Re-elect Rob Routs as Director For For Mgmt 8 Re-elect Wim Kok as Director For For Mgmt 9 Reappoint PricewaterhouseCoopers LLP as For For Mgmt Auditors of the Company 10 Authorise Board to Fix Remuneration of For For Mgmt Auditors 11 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of EUD 155,000,000 12 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of EUD 23,000,000 13 Authorise 667,000,000 Ordinary Shares for For For Mgmt Market Purchase 14 Authorise the Company to Make EU Political For For Mgmt Organisation Donations up to GBP 200,000 and Incur EU Political Expenditure up to GBP 200,000 Shareholder Proposals 15 Report on Social and Environment Impact Against Against ShrHoldr Assessment 05/16/06 - A Royal Dutch Shell PLC G7690A118 None 66,741 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Elect Jorma Ollila as Director For For Mgmt 4 Elect Nick Land as Director For For Mgmt 5 Re-elect Lord Kerr of Kinlochard as Director For For Mgmt 6 Re-elect Jeroen van der Veer as Director For For Mgmt 7 Re-elect Rob Routs as Director For For Mgmt 8 Re-elect Wim Kok as Director For For Mgmt 9 Reappoint PricewaterhouseCoopers LLP as For For Mgmt Auditors of the Company 10 Authorise Board to Fix Remuneration of For For Mgmt Auditors 11 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of EUD 155,000,000 12 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of EUD 23,000,000 13 Authorise 667,000,000 Ordinary Shares for For For Mgmt Market Purchase 14 Authorise the Company to Make EU Political For For Mgmt Organisation Donations up to GBP 200,000 and Incur EU Political Expenditure up to GBP 200,000 Shareholder Proposals 15 Report on Social and Environment Impact Against Against ShrHoldr Assessment 04/11/06 - A Royal KPN NV N4297B146 04/04/06 89,674 1 Open Meeting None Mgmt 2 Receive Report of Management Board None Mgmt 3 Discussion on Company's Corporate None Mgmt Governance Structure 4 Approve Financial Statements and Statutory For Mgmt Reports 5 Receive Explanation on Company's Reserves None Mgmt and Dividend Policy 6 Approve Dividends of EUR 0.45 Per Share For Mgmt 7 Approve Discharge of Management Board For Mgmt 8 Approve Discharge of Supervisory Board For Mgmt 9 Amend Articles Re: Approve Conversion of For Mgmt Special Share into Two Ordinary Shares of EUR 0.24 Each; Delete Reference to Special Share; Other Amendments 10 Ratify PricewaterhouseCoopers Accountants For Mgmt N.V. as Auditors 11 Amend Remuneration Policy of Management For Mgmt Board 12 Receive Notification of Appointment of E. None Mgmt Blok and S.P. Miller to Management Board 13 Opportunity to Nominate Supervisory Board None Mgmt Member 14 Elect D.I. Jager to Supervisory Board For Mgmt 15 Announce Vacancies on Supervisory Board None Mgmt 16 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 17 Grant Board Authority to Issue Ordinary For Mgmt Shares Up To 10 Percent of Issued Share Capital 18 Grant Board Authority to Issue All For Mgmt Authorized yet Unissued Class B Preferred Shares 19 Approve Reduction in Share Capital via For Mgmt Cancellation of Shares 20 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/04/06 - A Royal Ten Cate NV (frmly Koninklijke N5066Q107 None 443 Ten Cate NV) 1 Open Meeting None Mgmt 2 Receive Announcements None Mgmt 3 Receive Report of Management Board None Mgmt 4a Approve Financial Statements and Statutory For Mgmt Reports 4b Approve Dividend of EUR 2.40 per Share For Mgmt 5 Approve Stock Option Plan Grants for For Mgmt Management Board Members 6a Approve Discharge of Management Board For Mgmt 6b Approve Discharge of Supervisory Board For Mgmt 7a Announce Vacancy on Supervisory Board None Mgmt 7b Opportunity to Make Recommendations For Mgmt 7c Receive Recommendations of Supervisory None Mgmt Board to Reelect P. Deiters 7d Reelect P. Deiters to Supervisory Board For Mgmt 8 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 9a Grant Board Authority to Issue Shares Up To For Mgmt Ten Percent of Issued Capital Plus Additional Ten Percent in Case of Takeover/Merger 9b Authorize Board to Exclude Preemptive For Mgmt Rights from Issuance Under Item 9a. 10 Amend Articles Re: Approve Share Split; For Mgmt Cancel Cumulative Preference Shares A and B; Approve Dematerialization of Shares 11 Allow Questions None Mgmt 12 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/27/06 - A Royal Unibrew A/S (Formerly K1171Y104 None 476 Bryggerigruppen AS) 1 Receive Report of Board None None Mgmt 2 Approve Financial Statements and Discharge For For Mgmt Directors 3 Approve Allocation of Income and Dividends For For Mgmt of DKK 10 per Share 4a Approve DKK 1.9 Million Nominal Reduction For For Mgmt in Share Capital via Share Cancellation 4b Approve Creation of DKK 7 Million Pool of For Against Mgmt Capital without Preemptive Rights Whereof 1 Million Can be Issued to Employees Although the dilution from the request is minimal, its approval would allow for the issuance of up to 100,000 shares to employees at a discount up to 51 percent. This is a clearly excessive provision that would grant employees a cash bonus at shareholder expense. For the Danish market, ISS generally approves broad-based, employee-directed share purchase plans with discounts up to 20 percent. Therefore, although the main portion of the issuance request complies with our guidelines, shareholders are advised to vote against the proposal. 4c1 Amend Articles Re: Remove All Second Names For For Mgmt from Articles of Association; Add Second Names to the Subsidiary Cerekem International A/S 4c2 Amend Articles Re: Change Location of For For Mgmt Registered Office to Faxe Municipality 4c3 Amend Articles Re: Change Name and Address For For Mgmt of Company Registrar 4c4 Amend Articles Re: Remove Obsolete For For Mgmt Provision Regarding Issuance of Shares Through Danish Share Registry (vaerdipapircentralen) 4c5 Amend Articles Re: Specification Regarding For For Mgmt which Shareholders Receive Written Notice Of Meeting 4c6 Amend Articles Re: Editorial Change For For Mgmt 4c7 Amend Articles Re: Editorial Change For For Mgmt 4c8 Amend Articles Re: Remove Quorum For Against Mgmt Requirements to Adopt Changes to the Articles of Association ISS recommends a vote against this Item as we believe that quorum requirements serve the purpose of ensuring shareholder representation in company decisions. 4c9 Amend Articles Re: Establish Term of Board For For Mgmt of Directors (One Year) 4c10 Amend Articles Re: Reduce Quorum For Against Mgmt Requirements for Board from 2/3 to 1/2 The proposal to lower the quorum requirements for the board of directors to one-half is considered to be too low. The board should normally never be reduced to half its members unless there are severe attendance problems. We therefore propose a vote against this item. 4d Authorize Repurchase of Up to Ten Percent For For Mgmt of Issued Share Capital 4e Authorize Chairman of Meeting to Make For For Mgmt Editorial Changes to Adopted Resolutions in Connection with Registration 5 Reelect Erik Hoejsholt and Hemming Van as For For Mgmt Directors 6 Reappoint Ernst & Young and For For Mgmt PriceWaterhouseCoopers as Auditors 7 Other Business (Non-Voting) None None Mgmt 04/13/06 - A RWE AG D6629K109 03/23/06 16,324 1 Receive Financial Statements, Statutory None Mgmt Reports and Supervisory Board Report 2 Approve Allocation of Income and Dividends For Mgmt of EUR 1.75 per Share 3 Approve Discharge of Management Board for For Mgmt Fiscal 2005 4 Approve Discharge of Supervisory Board for For Mgmt Fiscal 2005 5 Ratify PricewaterhouseCoopers AG as For Mgmt Auditors for Fiscal 2006 6 Elect Supervisory Board Member For Mgmt 7 Authorize Share Repurchase Program and For Mgmt Reissuance or Cancellation of Repurchased Shares Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/29/06 - A Ryobi Ltd. *5851* J65629164 03/31/06 5,717 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 10, Special JY 0 The payout ratio is 19 percent based on consolidated earnings, or 25 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Limit Directors' Legal For For Mgmt Liability - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Statutory Auditors The company seeks the authority to impose limits on the legal liability of directors and internal auditors, and of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 4 are all insiders. Candidate 5 is an outside director candidate and new to the board. Following this meeting, there will be 1 outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For Candidate 5 has been designated as an outside director. ISS considers him to be an independent outsider, as he was a official of Development Bank of Japan, which is not engaged in a business relationship with the company. 4 Appoint Internal Statutory Auditor For For Mgmt The nominee is designated by the company as independent, he is a former executive of Mitsubishi Corp. which has no business relation to the company, and we have no reason to oppose his nomination. 5 Appoint Alternate Internal Statutory Auditor For For Mgmt The nominee is designated by the company as independent, he is a former president of Nihon National Sei-kan which has no business relation to the company, and we have no reason to oppose his nomination. 6 Approve Retirement Bonuses for Directors For Against Mgmt and Special Payments to Continuing Directors and Statutory Auditors in Connection with Abolition of Retirement Bonus System The retiring auditor and one of the continuing auditors have been designated by the company as independent. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing the whole item. 7 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Statutory Auditors The ceiling was last adjusted in 1985 for statutory auditors. This change is being requested because of increases in the cost of living since the ceiling was last raised and because annual bonuses are now part of the ceiling. Because the new ceiling are not especially high, and because the company has been profitable, we see no reason to oppose this resolution. 06/21/06 - A RYOWA LIFE CREATE *8896* J6578U102 03/31/06 2,523 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 18, Special JY 0 The payout ratio is 19 percent based on consolidated earnings, or 20 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Limit Directors' Legal For Against Mgmt Liability - Update Terminology to Match that of New Corporate Law - Limit Liability of Statutory Auditors - Limit Liability of Audit Firm The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes as follows. First, the company seeks the authority to impose limits on the legal liability of directors and statutory auditors, and of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. In the case of Ryowa Life Create, whose then-president was arrested last month on charges of falsifying building registration information, indemnification for outsiders could play an important role in drawing qualified individuals independent of the management. Accordingly, we would not oppose this amendment by itself. However, the company also seeks to limit the liability of its external audit firm in the event of a shareholder lawsuit. We believe this may have a negative impact on the quality of the audit function, and we must recommend that shareholders oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 4 are all insiders. After this meeting, the board will be composed of four executives and two non-executives. The nominees do not include the former president, Mr. Nishioka. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For Candidate 5 has been designated by the company as an outside director. He is the president of an architectural firm. 3.6 Elect Director --- For Candidate 5 has been designated by the company as an outside director. He is a long-time employee of Tokyu Corp. and currently is a senior advisor to Ryowa Life Create. 4 Appoint Internal Statutory Auditor For For Mgmt The nominee for independent auditor, an attorney, passes our test for independence. This is his first appointment as a statutory auditor. 5 Appoint External Audit Firm For For Mgmt The company seeks to appoint Kojimachi Audit Corp. as its external audit firm in place of Shin-Nihon & Co., whose term is set to expire at the close of this meeting. We note that the outgoing auditors submitted a qualified report for the year under review stating that depending on the outcome of an investigation by authorities in the arrest of the former president, there is possibility that the incident could have a significant impact on the company's financial standing on a consolidated basis. The switch in audit firms, from one of Japan's "Big 4" to a firm with only 23 employees and 121 client companies, following a qualified audit report, certainly raises red flags. However, opposing the appointment of Kojimachi will not cause Shin-Nihon to resume its role, and will merely force Ryowa to find another audit firm. There is also an argument to be made in favor of switching to an audit firm that has no relationship with the disgraced former president. Accordingly, we do not oppose this resolution, but we urge shareholders to engage in a dialogue with management to clarify the circumstances behind the change in audit firms. 10/07/05 - S SABMILLER PLC (formerly South African G77395104 None 75,334 Breweries Ltd.) 1 Conditional Upon the the Completion of the For For Mgmt Merger of BevCo Sub LLC with and into Racetrack LLC, Amend the Relationship Agreement Between Altria Group, Inc. and the Company 2 Approve Merger Agreement with BevCo Sub For For Mgmt LLC; Approve Increase in Capital from GBP 50,000 and USD 1,007,736,833.80 to GBP 50,000 and USD 1,030,236,833.80; and Approve Issue of Equity with Pre-emp. Rights up to USD 22,500,000 in Connection with the Merger 3 Conditional Upon the the Completion of the For For Mgmt Merger, Authorise Issue of Equity with Pre-emp. Rights up to USD 7,475,194.50 and without Pre-emp. Rights up to USD 7,475,194.50 4 Conditional Upon the Passing of Item 1, For For Mgmt Approve Conversion of Each of the 167,411,024 Convertible Low Voting Participating Shares of USD 0.10 Each into One Ordinary Share of USD 0.10 Each; and Amend Articles of Association 5 Conditional Upon the the Completion of the For Against Mgmt Merger, Increase Capital from GBP 50,000 and USD 1,030,236,833.80 to GBP 50,000 and USD 1,130,236,833.80; Issue Equity with and without Pre-emp. Rights up to USD 100,000,000 for the Purposes of Satisfying Claims We are raising concerns over the proposed increase in the Company's authorised capital. Following the completion of the proposed merger between the Company and Bavaria, assuming that all of Altria's Convertible Participating Shares are converted into ordinary shares and that the Company issues shares to satisfy any claims by the Indemnified BevCo Entities, the Company will have an issued share capital of 1,495,959,509 shares, which equates to 14.5 percent of the authorised share capital. We believe that the Company has sufficient headroom following the authorised ordinary share capital increase proposed in Item 2 (an increase from $1,008 million to $1,030 million at $0.1 per share) to give it the necessary flexibility to carry out its existing issuance authorities as well as make future share issuances. We contacted the Company but did not receive a satisfactory explanation to justify this increase. Therefore, we recommend that shareholders vote against this resolution.
013f03/02/06 - A Sage Group plc (The) G7771K134 None 241,197 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of 1.953 Pence Per For For Mgmt Ordinary Share 3 Re-elect Guy Berruyer as Director For For Mgmt 4 Re-elect Tim Ingram as Director For For Mgmt 5 Re-elect Ron Verni as Director For For Mgmt 6 Reappoint PricewaterhouseCoopers LLP as For For Mgmt Auditors and Authorise the Board to Determine Their Remuneration 7 Approve Remuneration Report For For Mgmt 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 4,284,395 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 642,659 10 Authorise 128,531,858 Ordinary Shares for For For Mgmt Market Purchase 11 Amend Articles of Association Re: Number of For For Mgmt Directors, Remuneration of Directors 12 Approve the Sage Group Savings-Related For For Mgmt Share Option Plan 06/29/06 - A Sakata Inx Corp. *4633* J66661125 03/31/06 2,068 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 5, Final JY 5, Special JY 0 2 Amend Articles to: Limit Rights of Odd-lot For For Mgmt Holders - Update Terminology to Match that of New Corporate Law The proposed changes are routine, and we have no reason to oppose this resolution. 06/08/06 - A Salzgitter AG (Preussag Stahl AG) D80900109 05/18/06 17,403 1 Receive Financial Statements and Statutory None Mgmt Reports for Fiscal 2005 2 Approve Allocation of Income and an For Mgmt Ordinary Dividends of EUR 0.50 and a Special Dividens of EUR 0.50 per Share 3 Approve Discharge of Management Board for For Mgmt Fiscal 2005 4 Approve Discharge of Supervisory Board for For Mgmt Fiscal 2005 5 Ratify PricewaterhouseCoopers For Mgmt Aktiengesellschaft as Auditors for Fiscal 2006 6 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 03/17/06 - A Sambu Construction Co Y74677108 12/31/05 590 1 Approve Appropriation of Income and For For Mgmt Dividend of KRW 650 Per Share Proposed dividend is KRW 650 per share, which corresponds to a payout ratio of 16 percent, slightly increased from 12 percent the previous year. Although the payout ratio is low even by Korean standards, in light of the company's increased dividend from KRW 500 the previous year to KRW 650, we do not oppose this income allocation and dividend proposal. 2 Elect Directors For For Mgmt There are five executive director nominees and one independent non-executive director (NED) nominee. The five executive director nominees are Cho Nam-Wook, the chairman of the company; Jeong Jin-Woo, the president of the company; Kim Myung-Il, a vice president of the company; Hong Hak-Pyo, an executive vice president of the company; and Lim Chang-Bin, a senior vice president of the company. The independent NED nominee is Hong Won-Pyo, a professor at Chung-Ang University. None of the nominees has engaged in any disclosable transaction with the company within the last three years. The number of directors is decreasing from ten to nine while the number of independent NEDs remains unchanged at three. 3 Appoint Auditor For For Mgmt The nominee is Song Jin-Tae, an incumbent auditor of the company since 1998. Song has not engaged in any disclosable transaction with the company within the last three years. 4 Approve Limit on Remuneration of Directors For For Mgmt Proposed limit for 2006 is KRW 900 million, up from KRW 780 million in 2005. Although last year's actual payout was not disclosed, a total of KRW 54 million was paid for three independent non-executive directors. The level of directors' fees is usually not problematic among Korean companies. We see no reason to oppose this resolution. 5 Approve Limit on Remuneration of Auditors For For Mgmt The ceiling for one auditor for 2006 will be KRW 200 million, up from KRW 155 million in 2005. Last year's actual payout was not disclosed. 04/05/06 - A Sampo Oyj (Formerly Sampo-Leonia X75653109 03/24/06 71,095 Insurance Co. Matters Pertaining to the AGM as Stated in the Company's Articles of Association (Items 1.1-1.9) 1.1 Receive Financial Statements and Statutory None Mgmt Reports 1.2 Receive Auditors' Reports None Mgmt 1.3 Accept Financial Statements and Statutory For Mgmt Reports 1.4 Approve Allocation of Income and Dividends For Mgmt of EUR 0.60 Per Share 1.5 Approve Discharge of Board and President For Mgmt 1.6 Fix Number of Directors at 8 and Approve For Mgmt Their Remuneration 1.7 Fix Numer of Auditors and Approve Their For Mgmt Remuneration 1 Elect Directors For Mgmt 1.9 Reelect Ernst & Young as Auditors For Mgmt 2 Approve EUR 1.2 Million Reduction in Share For Mgmt Capital via Share Cancellation 3 Approve Share-Based Incentive Scheme for For Mgmt Key Personnel 4 Authorize Repurchase of Up to Five Percent For Mgmt of Issued Share Capital Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 02/28/06 - A Samsung Electronics Co. Ltd. Y74718100 12/31/05 4,495 1 Approve Financial Statements and For For Mgmt Appropriation of Income, with a Final Dividend of KRW 5000 Per Common Share 2 Elect Directors For For Mgmt 2.3 Elect Members of Audit Committee For For Mgmt 3 Approve Limit on Remuneration of Directors For For Mgmt 03/17/06 - A Samwhan Corp. Y7493Q104 12/31/05 1,085 1 Approve Appropriation of Income and For For Mgmt Dividends of KRW 600 Per Common Share Proposed dividend is KRW 600 per common share (KRW 650 per preferred share), which corresponds to a total payout ratio of 15 percent, down from 23 percent the previous year. The payout ratio is low by Korean standards. In light of the company's strong growth in profits year over year, we do not oppose this income allocation and dividend proposal. 2 Amend Articles of Incorporation to Increase For For Mgmt Authorized Shares, to Create Preferred Shares, and to Set Quorum for Certain Voting Items The first amendment would increase the company's authorized share from 65 million to 200 million and preferred shares from 7.5 million to 50 million. The second amendment would create convertible preferred shares. The last amendment would require approval by more than 3/4 of meeting attendees and more than 1/2 of the total shares to pass the items such as an election and/or a dismissal of directors and/or auditors and any merger and acquisitions including hostile takeover bids. We disapprove in principle of bundling together proposals that could be presented as separate voting items because bundled resolutions leave shareholders with an all-or-nothing choice, skewing power disproportionately towards the board and away from shareholders. However, companies in South Korea do this routinely. In this case, because the proposed amendments are neutral-to-positive, we recommend support for this resolution. 3 Elect Directors For For Mgmt There are four executive director nominees and two independent non-executive director nominees. The executive director nominees are Choi Jong-Hwan, the representative director of the company; Lee Jae-Park, the representative director of the company; Noh Jung-Rang, a vice president of the company; and Park Sang-Kuk, a managing director of the company. The independent non-executive director nominees are Lee Hun-Man, a professor at Dong A University and Yoo Hyung-Yeol, an incumbent director of the company. None of the nominees has engaged in any disclosable transaction with the company within the last three years. The number of directors is decreasing from 12 to ten while the number of independent non-executive directors remains unchanged at three. 4 Approve Limit on Remuneration of Directors For For Mgmt Proposed limit for 2006 is KRW 2 billion, unchanged from the previous year. Although last year's actual payout was not disclosed, a total of KRW 41 million was paid for three independent non-executive directors. We see no reason to oppose this resolution. 5 Approve Limit on Remuneration of Auditors For For Mgmt The ceiling for auditors for 2006 will be unchanged at KRW 500 million for two auditors. Last year's actual payout was not disclosed. 03/02/06 - A Samyang Genex Co. Y7498L100 12/31/05 132 1 Approve Appropriation of Income and For For Mgmt Dividends of KRW 1400 Per Common Share Proposed dividend is KRW 1400 per common share, which corresponds to a payout ratio of 14 percent, decreased from 18 percent the previous year. The payout ratio is even low by Korean standards. In light of the company's growth in profits year over year, we do not oppose this income allocation and dividend proposal. 2 Elect Executive Director For For Mgmt The executive director nominee is Kim Yun, the chairman and representative director of the company. Kim has not engaged in any disclosable transaction with the company within the last three years. The number of director remains unchaged at three, of which one is an independent NED. 3 Approve Limit on Remuneration of Director For For Mgmt Proposed limit for 2006 is KRW 700 million, up from KRW 500 million in 2005. Last year's actual payout was not disclosed. 4 Approve Limit on Remuneration of Auditor For For Mgmt The ceiling for one auditor for 2006 will be KRW 200 million, up from KRW 150 million in 2005. Last year's actual payout was not disclosed. 5 Amend Terms of Severance Payments to For For Mgmt Executives The company seeks to change the severance payments for the company's president & representative director from 4 months salary payment per each service year to 4.25 months salary payment per each service year. Other executives' severance payment remains unchanged. We have no reason to oppose this resolution. 06/27/06 - A San-in Godo Bank Ltd. *8381* J67220103 03/31/06 2,548 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 3.5, Final JY 3.5, Special JY 0 The payout ratio is 12 percent based on consolidated earnings, or 13 percent based on parent-only earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. The ratio is slightly higher than last year's, but still low by Japanese standards. We will consider recommending a vote against income allocation in the future if the ratio does not improve. 2 Amend Articles to: Limit Rights of Odd-lot For For Mgmt Holders - Update Terminology to Match that of New Corporate Law The bank seeks to update the terminology of its articles to match that of the new Corporate Law. Nearly all Japanese companies are making these changes in 2006. The changes are routine ones, and we have no reason to oppose this resolution. The bank also wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 8 and 10-13 are all insiders seeking reappointment and candidates 14-16 are executives who are new to the board, while candidate 9 has been designated as an outside director. ISS considers him to be an affiliated outsider, as he is the president of a company which borrows funds from the bank. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 3.11 Elect Director --- For 3.12 Elect Director --- For 3.13 Elect Director --- For 3.14 Elect Director --- For 3.15 Elect Director --- For 3.16 Elect Director --- For 4 Appoint Alternate Internal Statutory Auditor For For Mgmt The nominee for independent auditor, an attorney in private practice, passes our test for independence. 5 Approve Special Bonus for Family of For For Mgmt Deceased Director and Retirement Bonuses for Directors The retiring directors held executive positions, and we not oppose this resolution. 05/31/06 - A/S Sanofi-Aventis (Formerly F5548N101 None 24,649 Sanofi-Synthelabo ) Ordinary Business 1 Approve Financial Statements and Statutory For Mgmt Reports 2 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 3 Approve Allocation of Income and Dividends For Mgmt of EUR 1.52 per Share 4 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 5 Reelect Lord Douro as Director For Mgmt 6 Elect Gerard Le Fur as Director For Mgmt 7 Ratify Ernst & Young Audit as Auditor For Mgmt 8 Ratify Auditex as Alternate Auditor For Mgmt 9 Approve Remuneration of Directors in the For Mgmt Aggregate Amount of EUR 1.2 Million 10 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital Special Business 11 Approve Merger by Absorption of Rhone For Mgmt Cooper by Sanofi-Aventis, Approve its Remuneration, and Approve Capital Increase in Connection with the Merger 12 Allocation of Merger Premium For Mgmt 13 Acknowledge Definitive Realisation of For Mgmt Merger on May 31, 2006, and Capital Increase in Connection with the Merger 14 Amend Articles of Association Re: Change in For Mgmt Capital Pursuant to Items Above 15 Amend Articles of Association Board Related For Mgmt Re: Term of Mandate of Chairman 16 Authorize Filling of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/09/06 - A SAP AG D66992104 04/18/06 7,532 1 Receive Financial Statements and Statutory None Mgmt Reports 2 Approve Allocation of Income and Dividends For Mgmt of EUR 1.45 per Share 3 Approve Discharge of Management Board for For Mgmt Fiscal Year 2005 4 Approve Discharge of Supervisory Board for For Mgmt Fiscal Year 2005 5 Ratify KPMG Deutsche Treuhand-Gesellschaft For Mgmt AG as Auditors for Fiscal Year 2006 6 Approve EUR 950 Million Capitalization of For Mgmt Reserves 7 Amend Articles Re: Supervisory Board For Mgmt Remuneration 8a Approve Creation of EUR 180 Million Pool of For Mgmt Capital with Preemptive Rights (Conditional Capital Ia) 8b Approve Creation of EUR 180 Million Pool of For Mgmt Capital without Preemptive Rights (Conditional Capital IIa) 9 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares 10 Authorize Use of Financial Derivatives For Mgmt Method When Repurchasing Shares 11a Approve Issuance of Convertible Bonds For Mgmt and/or Bonds with Warrants Attached up to Aggregate Nominal Amount of EUR 5 Billion with Preemptive Rights; Approve Creation of EUR 25 Million Pool of Capital to Guarantee Conversion Rights (Conditional Capital IV) 11b Approve Issuance of Convertible Bonds For Mgmt and/or Bonds with Warrants Attached up to Aggregate Nominal Amount of EUR 5 Million with Preemptive Rights; Approve Creation of EUR 75 Million Pool of Capital to Guarantee Conversion Rights (Conditional Capital IVa) 12 Approve Affiliation Agreements with For Mgmt Subsidiaries Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/27/06 - A SARE HOLDINGS SA DE CV, MEXICO P85184102 None 77,921 Ordinary Business 1 Accept Individual and Consolidated For For Mgmt Financial Statements and Statutory Reports for Fiscal Year Ended 12-31-05 2 Approve Allocation of Income For For Mgmt 3 Set Aggregate Nominal Amount of Share For For Mgmt Repurchase Reserve 4 Present Report Re: Activities of Audit For For Mgmt Committee 5 Elect/Ratify Members of Board of Directors, For For Mgmt Supervisory Board Member and Alternate, Board Secretary and Alternate 6 Approve Remuneration of Directors and For For Mgmt Supervisory Board 7 Elect/Ratify Members of Different Corporate For For Mgmt Bodies 8 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting Special Business 1 Amend Bylaws to Comply with New Mexican For For Mgmt Securities Law 2 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 12/02/05 - A Sasol Ltd. 803866102 None 13,794 Annual Meeting Agenda 1 Accept Financial Statements and Statutory For For Mgmt Reports for Year Ended June 2005 2 Elect Directors For Split Mgmt 2.1 Reelect W. A. M. Clewlow as Director --- For A. Jain, who is standing for reelection, attended fewer than 75 percent of the board meetings for the fiscal year in review. In looking at the 2004 fiscal year, A. Jain also attended fewer than 75 percent of the board meetings. Thus, for the past two consecutive years, A. Jain has not fully attended the meetings. ISS believes that the purpose of board membership is to represent outside shareholder interests and to monitor the activities of management. Directors cannot satisfy their fiduciary responsibility to shareholders if they do not attend meetings. We therefore recommend shareholders vote against A. Jain due to unsatisfactory attendance, and we will continue to observe attendance at Sasol's board meetings. Director elections are standard proposals at annual meetings, and we have no concerns that would lead us to oppose the remaining candidates. 2.2 Reelect S. Montsi as Director --- For 2.3 Reelect T. S. Sunday as Director --- For 2.4 Reelect M. S. V. Gantsho as Director --- For 2.5 Reelect A. Jain as Director --- Against See Item 2.1. 3 Elect Directors For For Mgmt 4 Reappoint KPMG Inc. as Auditors For For Mgmt 5 Amend Articles of Association Re: Increase For For Mgmt Number of Directors Appointed by the Board to 16 6 Place Authorized But Unissued Shares under For For Mgmt Control of Directors 7 Approve Remuneration of Directors Starting For For Mgmt July 1, 2005 8 Amend Trust Deed of Share Incentive Scheme For For Mgmt 06/29/06 - A Sato Shoji Corp. *8065* J69757102 03/31/06 1,294 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 30, Special JY 0 The payout ratio is 19 percent based on consolidated earnings, or 21 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Increase Maximum Board For For Mgmt Size - Limit Rights of Odd-lot Holders - Limit Liability of Directors and Statutory Auditors The company is proposing to set the number of maximum board size at 15. The company seeks the authority to impose limits on the legal liability of directors and internal auditors, and of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For None of the nominees has been designated by the company as an outside director. Candidate 6 is new to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 4 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. ISS considers him to be an affiliated outsider, as he is a current statutory auditor and a former executive officer of Resona Trust & Banking Co., Ltd., which is a group company of Resona Bank, Ltd., the company's main bank and 6th largest shareholder. 5 Approve Retirement Bonus for Director For For Mgmt The retiring director is an insider, and we have no reason to oppose this resolution. 05/10/06 - A Savills PLC G78283101 None 2,655 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of 16 Pence Per For For Mgmt Ordinary Share 3 (a) Re-elect Aubrey Adams as Director For For Mgmt 3 (b) Re-elect William Concannon as Director For For Mgmt 3 (c) Re-elect Timothy Ingram as Director For For Mgmt 3 (d) Re-elect Derek McClain as Director For For Mgmt 3 (e) Re-elect Robert McKellar as Director For For Mgmt 3 (f) Re-elect Fields Wicker-Miurin as Director For For Mgmt 4 Reappoint PricewaterhouseCoopers LLP as For For Mgmt Auditors of the Company 5 Authorise Board to Fix Remuneration of For For Mgmt Auditors 6 Approve Remuneration Report For For Mgmt 7 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 1,109,953 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 166,492 9 Authorise 6,659,719 Ordinary Shares for For For Mgmt Market Purchase 10 Adopt New Articles of Association For For Mgmt 11 Approve Share Sub-Division of each of the For For Mgmt Company's Issued and Unissued Ordinary Shares of 5 Pence Each to Two New Ordinary Shares of 2.5 Pence Each; Amend Articles of Association Re: Share Capital 12 Subject to the Passing of Item 11, Increase For For Mgmt the Authority for Share Repurchase from 6,659,719 Ordinary Shares to 13,319,438 Ordinary Shares as a Reference to a Par Value of 2 1/2 Pence 05/03/06 - A/S Schneider Electric SA (Formerly F86921107 None 13,754 Schneider SA) Ordinary Business 1 Approve Financial Statements and Statutory For Mgmt Reports 2 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 3 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 4 Approve Allocation of Income and Dividends For Mgmt of EUR 2.25 per Share 5 Ratify Appointment and Elect Noel Forgeard For Mgmt as Director 6 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital Special Business 7 Adopt Two-Tiered Board Structure and Amend For Mgmt Articles of Association Accordingly 8 Amend Articles of Association Re: For Mgmt Shareholding Disclosure Threshold Ordinary Business 9 Elect Henri Lachmann as Supervisory Board For Mgmt Member 10 Elect Alain Burq as Supervisory Board Member For Mgmt 11 Elect Gerard de La Martiniere as For Mgmt Supervisory Board Member 12 Elect Rene de La Serre as Supervisory Board For Mgmt Member 13 Elect Noel Forgeard as Supervisory Board For Mgmt Member 14 Elect Jerome Gallot as Supervisory Board For Mgmt Member 15 Elect Willy Kissling as Supervisory Board For Mgmt Member 16 Elect Cathy Kopp as Supervisory Board Member For Mgmt 17 Elect James Ross as Supervisory Board Member For Mgmt 18 Elect Chris Richardson as Supervisory Board For Mgmt Member 19 Elect Piero Sierra as Supervisory Board For Mgmt Member 20 Elect Serge Weinberg as Supervisory Board For Mgmt Member 21 Approve Remuneration of Supervisory Board For Mgmt Members in the Aggregate Amount of EUR 800,000 Special Business 22 Delegation of Authority to the Management For Mgmt Board to Increase Capital 23 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares 24 Approve Stock Option Plans Grants For Mgmt 25 Authorize up to 0.5 Percent of Issued For Mgmt Capital for Use in Restricted Stock Plan 26 Approve Employee Savings-Related Share For Mgmt Purchase Plan 27 Approve Capital Increase Reserved for For Mgmt Entity Submitted to French or Foreign Law Made up in Favor of Group Employees-Related Share Purchase Plan 28 Authorize Filling of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/20/06 - A SEGA SAMMY HOLDINGS INC. *6460* J7028D104 03/31/06 31,500 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 50, Final JY 30, Special JY 0 The payout ratio is 31 percent based on consolidated earnings, or 33 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Amend Business Lines - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Non-executive Statutory Auditors and Audit Firm The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. First, Sega Sammy seeks to prevent odd-lot shareholders from filing shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential.Next, the company seeks to expand its business lines to engage in the spa and bath business. The proposed change is somewhat related to one of the company's core businesses, the management of entertainment facilities. We do not oppose this amendment. The company seeks the authority to impose limits on the legal liability of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this amendment by itself. However, Sega Sammy also seeks to limit the liability of its external audit firm. We believe this may have a negative impact on the quality of the audit function. Finally, the company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote. We do not believe this is in shareholders' interest, and for this reason as well as the limitation of the liability of the audit firm, we recommend that shareholders oppose the entire resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 7 are all insiders. Candidates 1 to 6 are being reappointed to the board, while candidate 7 is new to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 4 Appoint Alternate Internal Statutory Auditor For For Mgmt The nominee is not designated by the company as independent, and we have no reason to oppose his nomination. 5 Approve Stock Option Plan for Directors For For Mgmt This item seeks shareholder approval for a stock option program for directors as part of an overhaul of the directors' total compensation ceiling. This proposal reflects the provisions of Japan's new Corporate Law which took effect on May 1. Under the old Commercial Code, stock options were not treated as compensation for directors and statutory auditors. Instead, stock options were treated as an issuance of warrants to third parties other than stockholders on favorable terms, and therefore required a two-thirds majority of votes cast in order to be approved. However, under the new Corporate Law, stock options to directors and statutory auditors are now treated as part of their compensation, and only a simple majority of votes cast is now required for director and statutory auditor stock option resolutions to pass. In addition, under Japan's new accounting rules, which also took effect on May 1, stock options will now be expensed. In this case, Sega Sammy seeks to create a new compensation ceiling of JY 37.91 million per year set aside for directors' stock option grants, on top of the existing cash compensation ceiling. The value of options will be calculated based on the Black'Scholes model. Terms of the proposed option grants are as follows: Eligibility: Directors of the company. Assuming the nominees in Item 3 are all elected, there will be seven directors following this meeting. Shares Available: 43,000 ordinary shares, representing a fraction of one percent of issued capital. No information about individual grants was provided. Japanese companies are permitted to decide at the time the options are exercised whether to issue new shares or use shares held in treasury. Terms: The exercise price will be set at a five-percent premium to average closing prices over the month prior to the month in which the grants are made. Repricing of underwater options is not practiced in Japan, but in the event of a stock split or reverse split, the exercise price will be adjusted proportionately. Options may be exercised between July 31, 2008 and July 30, 2010. Other terms will be determined by the board following this meeting or specified in a contract between the company and the option recipient. Administration: The full board of directors. Our only concern with this proposal is the fact that the full board will apparently administer the plan. Because companies are no longer required to disclose the specific grants to each eligible participant in the proxy circular, the directors are now free to award each other large option grants without informing shareholders until after the fact. However, the total size of this plan is very modest, lessening our concern about excessive individual grants and about overall dilution to shareholders. Maximum potential dilution from this plan, coupled with dilution from the company's previous option plan and the plan proposed in Item 6, comes to less than 2 percent of issued capital, which falls within ISS guidelines. 6 Approve Employee Stock Option Plan For For Mgmt This item seeks shareholder approval for a stock option program for executive officers and employees of Sega Sammy and its subsidiaries, and directors of the subsidiaries. Parent company directors have their own separate option plan (see Item 5) and do not take part in this one. Note that Sega Sammy is a holding company, and most group employees work at the operating units rather than the parent company. Shares Available: 2.77 million ordinary shares, representing just under one percent of issued capital. No information about individual grants was provided. Japanese companies are permitted to decide at the time the options are exercised whether to issue new shares or use shares held in treasury. Terms: The exercise price will be set at a five-percent premium to average closing prices over the month prior to the month in which the grants are made. Repricing of underwater options is not practiced in Japan, but in the event of a stock split or reverse split, the exercise price will be adjusted proportionately. Options may be exercised between two and four years from the grant date. Other terms will be determined by the board following this meeting or specified in a contract between the company and the option recipient. Administration: The full board of directors. Because the directors do not participate in this plan, our usual concerns about "backscratching" do not apply here. Maximum potential dilution from this plan, coupled with dilution from the company's previous option plan and the director plan proposed in Item 5, comes to less than two percent of issued capital, which falls within ISS guidelines. On the whole, we approve of this plan. The grant of share options to Japanese executives is likely to help sharpen managers' focus on share price performance and align their interests more closely with those of shareholders. 7 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors Ceiling is to be raised from JY 400 million per year to JY 600 million per year, because of an increase in the board size since the ceiling was established in 2004 when Sega Sammy Holdings was created. We do not oppose this resolution. 06/29/06 - A Sekisui Jushi Corp. *4212* J70789110 03/31/06 1,446 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 6, Final JY 6, Special JY 3 The payout ratio is 24 percent based on consolidated earnings, or 28 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Non-Executive Directors and Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. First, the company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. Next, the company seeks the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. Hoowever, the company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Except candidate 5, candidates are all insiders. And candidate 1 to 9 are all reappointed to the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For Candidate 5 has been designated as an outside director. ISS considers him to be an affiliated outsider, as he is the president of one of the company's business partner. 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 4 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor -- a statutory auditor of the largest shareholder of the company -- cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 5 Approve Retirement Bonuses for Director and For Against Mgmt Statutory Auditor The retiring director is an insider, while the retiring auditor has been designated by the company as independent. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing the whole item. 04/28/06 - A Senior Plc (frm. Senior Engineering G8031U102 None 13,040 Group plc) 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 1.35 Pence Per For For Mgmt Share 4 Re-elect Mark Rollins as Director For For Mgmt 5 Re-elect Michael Sheppard as Director For For Mgmt 6 Elect Ian Much as Director For For Mgmt 7 Reappoint Deloitte & Touche LLP as Auditors For For Mgmt and Authorise the Board to Determine Their Remuneration 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 10,800,000 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 1,620,000 10 Authorise 32,400,000 Ordinary Shares for For For Mgmt Market Purchase 03/07/06 - S SEVAN MARINE AS R776D4103 None 6,285 1 Open Meeting; Prepare List of Shareholders None None Mgmt 2 Elect Chairman of Meeting For For Mgmt 3 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 4 Approve Notice of Meeting and Agenda For For Mgmt 5 Receive Briefing About Company's Plans to For For Mgmt Apply the SSP-Concept 6 Approve Creation of NOK 20 Million Pool of For For Mgmt Capital without Preemptive Rights (Private Placement) Items 6-7: Under Item 6, the board proposes a private placement directed at Norwegian and international investors. The shares under Item 7 would be issued to those of the company's shareholders who were not offered to participate in the issuance under Item 6. The company currently has 93 million shares of par value NOK 0.20 outstanding. The issuance under Item 6 could thus increase the share capital by up to 107 percent, while the issuance of item 7 could raise capital by up to 10.8 percent. Sevan Marine ASA is an offshore technology company, which specializes in the market forfloating production and storage of oil and gas. The company has developed a new, cylindershaped platform type named SSP (Sevan Stabilized Platform), which is suitable for use in allsea environments. The Sevan Marine Group has currently ordered three SSP-platforms designed for floating production at the Yantai Raffles Shipyard in China. The board of directors considers it appropriate that the company seek to apply the SSP-concept on other business areas than floating production, and have decided to enter into the drilling segment by seeking to contract the building of and outfitting of a sixth-generation drilling unit based on offers received from well-known yards and suppliers of equipment. The offers show that it is possible to build adrilling platform based on the SSP-concept at a favorable construction cost compared to competing concepts. The platform will be able to drill in ultra-deep waters and in harsh areas. Delivery is expected to be the first half of 2009, at a time when it is expected that there will be a shortage in the market for this type of drilling units. Construction cost for the platform is estimated to $430 million, whereof $230 (NOK 1.55 billion) million is endeavored to be financed by equity. The board of directors therefore proposes that the general meeting passes a resolution to increase the company's share capital by share issues totalling approximately NOK 1.55 billion, and by this strengthen the financial basis for the approach towards thedrilling segment. The size of the share issuance under Item 7, in relation to the final size of the issuance under Item 6, has not been determined. The board will present a proposal with regards to subscription price, and the number of shares that may be issued, at the general meeting.The subscription price will be the same for both issuances. We note that Sevan Marine has posted net losses for at least four consecutive years. Although the potential dilution is significant, we advise shareholders to vote for the proposals as substantial rationale has been provided for the issuances, which are strategically significant for the company. 7 Approve Creation of NOK 2 Million Pool of For For Mgmt Capital for the Shareholders That Were Not Offered to Participate in the Share Capital Increase under Item 6 06/15/06 - A Severfield-Rowen Plc (frm. Severfield G80568101 None 1,160 Reeve) 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of 24.50 Pence Per For For Mgmt Ordinary Share 3 Approve Remuneration Report For For Mgmt 4 Re-elect Peter Levine as Director For For Mgmt 5 Re-elect Peter Emerson as Director For For Mgmt 6 Re-elect Peter Ellison as Director For For Mgmt 7 Re-elect John Featherstone as Director For For Mgmt 8 Reappoint Deloitte & Touche LLP as Auditors For For Mgmt and Authorise the Board to Determine Their Remuneration 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 673,265 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 102,010 11 Authorise 2,040,197 Ordinary Shares for For For Mgmt Market Purchase 10/25/05 - S SFE CORPORATION LTD *SFE* Q8809A105 10/23/05 12,892 1 Approve Equity Participation Plan for For For Mgmt Executives 2 Approve Restrictions in the Equity For For Mgmt Participation Plan 03/20/06 - A SGS Societe Generale de Surveillance H7484G106 None 153 Holding SA 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Approve Discharge of Board and Senior For Mgmt Management 3 Approve Allocation of Income and Dividends For Mgmt of CHF 31 per Share 4 Reelect Tiberto Brandolini, August von For Mgmt Finck, Francois von Finck, Pascal Lebard, and Sergio Marchionne; Elect Shelby du Pasquier and Hans-Peter Keitel as Directors 5 Ratify Deloitte SA as Auditors For Mgmt 6 Approve CHF 148.6 Million Reduction in For Mgmt Share Capital; Approve Capital Repayment of CHF 19 per Share Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 10/10/05 - S Shenzhen Expressway Company Ltd. Y7741B107 09/09/05 110,012 Special Business 1 Approve Issue of Short-Term Commercial For For Mgmt Papers With an Amount Not Exceeding RMB 2.4 Billion and Authorize Board to Determine Matters in Relation to Such Issuance 06/27/06 - A Shiga Bank Ltd. *8366* J71692107 03/31/06 4,342 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 2.5, Final JY 3, Special JY 0 Payout ratio is 15 percent. 2 Amend Articles to: Limit Rights of Odd-lot For For Mgmt Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Statutory Auditors The most significant change would give the bank the authority to impose limits on the legal liability of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. Because such limitations are seen as necessary to attract qualified outsiders to serve in these positions, we do not oppose such amendments. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For The nominees are insiders and are new to the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 4 Appoint Alternate Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. He has been the bank's outside attorney since 1994. 5 Approve Retirement Bonuses for Directors For For Mgmt The retirees are all insiders. 05/17/06 - A Shimamura Co. Ltd. *8227* J72208101 02/20/06 5,000 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 34, Final JY 54, Special JY 0 2 Amend Articles to: Authorize Public For For Mgmt Announcements in Electronic Format - Limit Rights of Odd-Lot Shareholders - Update Terminology to Match that of New Corporate Law 3 Appoint Internal Statutory Auditor For For Mgmt 4 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Statutory Auditors 5 Approve Retirement Bonus for Statutory For Against Mgmt Auditor As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing this item. 06/09/06 - A SHIN KONG FINANCIAL HOLDING CO LTD Y7753X104 04/10/06 248,379 1 Accept 2005 Financial Statements For For Mgmt 2 Approve Allocation of Income and Dividends For For Mgmt 3 Amend Procedures Governing the Acquisition For For Mgmt or Disposal of Assets 4 Amend Articles of Association For For Mgmt 5 Approve Capitalization of 2005 Dividends For For Mgmt and Employee Profit Sharing 6 Approve Issuance of Shares for a Private For For Mgmt Placement 7 Approve Investment in Another Company For For Mgmt 8 Other Business None None Mgmt 03/21/06 - A Shinhan Financial Group Co. Ltd. Y7749X101 12/31/05 9,020 1 Approve Appropriation of Income and For For Mgmt Dividend of KRW 800 Per Share 2 Amend Articles of Incorporation to Extend For For Mgmt Convertible Bond Maturity, to Allow Board to Issue Shares with Shareholder Approval, and to Shorten Share Registry Cancellation Period 3 Elect Directors For For Mgmt 4 Elect Members of Audit Committee For For Mgmt 5 Approve Limit on Remuneration of Directors For For Mgmt 6 Approve Stock Option Grants For For Mgmt 06/29/06 - A Shinko Electric Industries Co. Ltd. J73197105 03/31/06 1,940 *6967* 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 13, Final JY 13, Special JY 6 The payout ratio is 9 percent based on either parent-only or consolidated earnings. 2 Amend Articles to: Limit Rights of Odd-lot For For Mgmt Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Statutory Auditors The company seeks the authority to impose limits on the legal liability of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 3 are all insiders and are new to the board. None of the nominees has been designated by the company as an outside director. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 4 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor -- a current executive and long-time employee of the company with a 50 percent stake in the company -- cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 5 Approve Retirement Bonus for Director For For Mgmt The retiring director is an insider, and we have no reason to oppose this resolution. 6 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors The ceiling would be raised from JY 200 million per year to JY 250 million per year. The ceiling was last adjusted in 1996. This change is being requested because of increases in the cost of living since the ceiling was last raised and because annual bonuses are now part of ceiling. Because the new ceiling is not excessive, and in light of the growth in sales revenues and profits, we have no reason to oppose this resolution. 03/03/06 - A Shinsegae Co. (Formerly Shinsegae Y77538109 12/31/05 2,230 Department Store) 1 Approve Appropriation of Income and For For Mgmt Dividends of KRW 1250 Per Share 2 Amend Articles of Incorporation to Expand For For Mgmt Business Objectives 3 Elect Executive Director For For Mgmt 4 Elect Members of Audit Committee For For Mgmt 5 Approve Limit on Remuneration of Directors For For Mgmt 06/29/06 - A Shinwa Kaiun Kaisha Ltd. *9110* J74100108 03/31/06 11,307 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 3, Final JY 3, Special JY 2 The payout ratio is 23 percent based on consolidated earnings, or 24 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Limit Rights of Odd-lot For For Mgmt Holders - Update Terminology to Match that of New Corporate Law The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. The company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. We have no reason to oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 11 are all insiders and are being reappointed to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 3.11 Elect Director --- For 4 Approve Retirement Bonus for Director For For Mgmt The retiring director is an insider, and we have no reason to oppose this resolution. 03/30/06 - A SHIZUOKA GAS CO. LTD. *9543* J7444M100 12/31/05 3,637 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 3.5, Final JY 3.5, Special JY 0 2 Amend Articles to: Reduce Directors' Term For For Mgmt in Office 3 Elect Directors For For Mgmt 4 Approve Retirement Bonuses for Directors For For Mgmt 04/04/06 - A Siam Commercial Bank PCL Y7905M113 03/15/06 79,600 1 Approve Minutes of Previous AGM For For Mgmt 2 Accept Annual Report For For Mgmt 3 Accept Financial Statements and Statutory For For Mgmt Reports 4 Approve Allocation of Income and Payment of For For Mgmt Normal Dividend of Baht 2 Per Share and Special Dividend of Baht 1 Per Share 5 Approve Remuneration and Bonus of Directors For For Mgmt 6 Reelect Bodin Asavanich, Puntip Surathin, For For Mgmt Maris Samaram, Tiraphot Vajrabhaya, and Pichai Chunhavajira as Directors 7 Authorize Issuance of Debentures Not For For Mgmt Exceeding Baht 100 Billion or its Equivalent in Other Currency 8 Approve Deloitte Touche Tohmatsu Jaiyos as For For Mgmt Auditors and Fix Their Remuneration 9 Amend Clause 4 of the Memorandum of For For Mgmt Association In Line with Conversion of Preferred Shares 09/12/05 - A Sibneft NTS 825731102 08/01/05 6,866 Meeting for Holders of ADR's 1 TO APPROVE THE ANNUAL REPORT OF JSC SIBNEFT For For Mgmt FOR 2004. 2 TO APPROVE THE FINANCIAL REPORT, INCLUDING For For Mgmt PROFIT AND LOSS STATEMENT OF OJSC SIBNEFT FOR 2004. 3 TO APPROVE THE PROFIT AND LOSS ALLOCATIONS For For Mgmt FOR 2004. 4 TO ELECT MEMBERS OF THE BOARD OF DIRECTORS For For Mgmt OF OJSC SIBNEFT. ELECTION OF DIRECTORS. TO VOTE CUMULATIVELY PLEASE SEE ATTACHED. 5 TO ELECT MEMBERS OF THE AUDIT COMMISSION OF For For Mgmt OJSC SIBNEFT BARABASH LYUDMILA ALEXANDROVNA 6 TO ELECT MEMBERS OF THE AUDIT COMMISSION OF For For Mgmt OJSC SIBNEFT LESHKO ALLA IVANOVNA 7 TO ELECT MEMBERS OF THE AUDIT COMMISSION OF For For Mgmt OJSC SIBNEFT SHEFFER IGOR EVGENIEVICH 8 TO APPROVE THE AUDIT COMPANY FOR 2005. For Against Mgmt In this case, ISS notes that this item is bundled into one resolution.Given that bundling restricts shareholders' ability to elect the desired auditor for the company, we recommend shareholders to vote against this resolution. 9 TO APPROVE THE NEW EDITION OF THE ARTICLES For Against Mgmt OF INCORPORATION OF OJSC SIBNEFT (12TH EDITION). Because a vote against the amendments that are to be incorporated into the company charter was recommended, a vote against this proposal is recommended as well. 10 TO APPROVE THE AMENDMENTS (CHANGES) TO THE For For Mgmt REGULATION ON THE BOARD OF DIRECTORS, TO THE REGULATION ON THE MANAGEMENT BOARD, TO THE REGULATION ON THE PRESIDENT. 04/06/06 - A Sika AG (formerly Sika Finanz AG) H7631K158 None 114 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Approve Allocation of Income and Omission For Mgmt of Dividends 3 Approve CHF 48.8 Million Reduction in Share For Mgmt Capital; Approve Capital Repayment of CHF 3.20 per Registered Share and CHF 19.20 per Bearer Share 4 Amend Articles Re: Reduce Capital Holding For Mgmt Requirement for Submitting Shareholder Proposals 5 Approve Discharge of Board and Senior For Mgmt Management 6 Elect Directors For Mgmt 6.3 Ratify Ernst & Young AG as Auditors For Mgmt 7 Transact Other Business (Non-Voting) None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/12/06 - A Siliconware Precision Industries Co Y7934R109 04/13/06 122,000 1 Accept 2005 Operating Results and Financial For For Mgmt Statements 2 Approve Allocation of Income and Dividends For For Mgmt 3 Approve Capitalization of 2005 Dividends For For Mgmt and Employee Profit Sharing 4 Amend Articles of Association For For Mgmt 5 Amend Endorsement and Guarantee Operating For For Mgmt Guidelines 6 Other Business None None Mgmt 06/28/06 - A Sintokogio Ltd. *6339* J75562108 03/31/06 5,450 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 4.5, Final JY 5.5, Special JY 0 The payout ratio is 13 percent based on consolidated earnings, or 26 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Decrease Maximum Board For Against Mgmt Size - Reduce Directors Term - Authorize Board to Determine Income Allocation - Authorize Public Announcements in Electronic Form - Update Terminology to Match that of New Corporate Law The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. The company is also decreasing the maximum number of directors on the board from 15 to 10, in connection with the introduction of an executive officer system. The company would still have one vacant seat on the board following this meeting. In addition, the company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote and to prohibit the submission of shareholder proposals related to these subjects. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 9 are all insiders. Candidates 7 to 9 are executives who are new to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 4 Approve Adjustment to Aggregate For For Mgmt Compensation Ceilings for Directors and Statutory Auditors The ceilings would be raised from JY 15 million per month to JY 22 million per month for directors, and from JY 3.5 million per month to JY 4.5 million per year for auditors. The ceilings were last adjusted in 2004 for directors and in 1990 for statutory auditors. After this meeting, the number of directors will be 9 and that of auditors will be 4. These changes are being requested due to the abolition of the retirement bonus system. Because the new ceilings are not especially high, and because the company has been profitable, we see no reason to oppose this resolution. 06/30/06 - A SINVEST ASA R7857Q102 None 2,956 1 Open Meeting and Registration of None None Mgmt Shareholders Present 2 Elect Chairman of Meeting; Designate For For Mgmt Inspector or Shareholder Representative(s) of Minutes of Meeting 3 Approve Notice of Meeting and Agenda For For Mgmt 4 Approve Financial Statements and Statutory For For Mgmt Reports 5 Approve Remuneration of Directors For For Mgmt 6 Approve Remuneration of Auditors For For Mgmt 7 Elect Directors For Against Mgmt ISS strongly believes that publicly listed companies should disclose details on proposals at least 30 days prior to the meeting. When this information is not available well in advance of the meeting, investors are not left with sufficient time to evaluate the candidates and, in the case of shareholders who will not be present at the meeting themselves, to submit voting instructions via a custodian bank. Most large Norwegian companies disclose at least the names of any nominees to the board in the meeting notice. Because the names of the nominees were not available at the time this analysis was written, which does not allow shareholders to make an informed decision, shareholders are advised to vote against this item. 8 Approve Demerger Plan For For Mgmt 9 Approve Reduction in Share Capital and For For Mgmt Share Premium Account 10 Amend Section 1 of Articles of Association For For Mgmt 11 Amend Section 3 of Articles of Association For For Mgmt 12 Approve Stock Split For For Mgmt 10/21/05 - S Sistema JSFC 48122U105 09/19/05 11,438 Meeting for Holders of ADRs 1 APPROVE THE RELATED PARTY TRANSACTION For For Mgmt (INTEREST OF V.S. LAGUTIN, THE MEMBER OF BOARD OF DIRECTORS, SISTEMA JSFC) - THE PURCHASE CONTRACT TO BE SIGNED AT ALLOCATION OF ADDITIONAL GENERAL AND REGISTERED STOCK OF COMSTAR - JOINT TELESYSTEMS BETWEEN SISTEMA 06/01/06 - A Sixt AG D69899116 05/11/06 659 1 Receive Financial Statements and Statutory None Mgmt Reports for Fiscal 2005 2 Approve Allocation of Income and Dividends For Mgmt of EUR 0.80 per Ordinary Share and EUR 0.82 per Preference Share 3 Approve Discharge of Management Board for For Mgmt Fiscal 2005 4 Approve Discharge of Supervisory Board for For Mgmt Fiscal 2005 5 Ratify Deloitte & Touche GmbH as Auditors For Mgmt for Fiscal 2006 Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/05/06 - A Sjaelso Gruppen A/S K8868X117 03/30/06 167 1 Receive Report of Board None None Mgmt 2 Receive and Approve Financial Statements For For Mgmt and Statutory Reports 3 Approve Discharge of Board and Management For For Mgmt 4 Approve Allocation of Income and Dividends For For Mgmt of DKK 80 per Share 5 Reelect All Current Directors For For Mgmt 6 Reappoint Auditors For For Mgmt 7a Authorize Repurchase of Up to Ten Percent For For Mgmt of Issued Share Capital 7b Amend Articles Re: Authorize AGM to Appoint For For Mgmt One or Two Auditors 06/13/06 - S Sjaelso Gruppen A/S K8868X117 06/07/06 93 1 Issue 225,909 Shares in Connection with For Against Mgmt Acquisition of Ikast Byggeindustri Based on our analysis in valuation, rationale, and corporate governance, and an overall absence of information key to the deal, we recommend that shareholders vote against this acquisition. 2 Other Business (Non-Voting) None None Mgmt 03/10/06 - A SK Corporation (FormerlyYukong Ltd ) Y80662102 12/31/05 2,160 1 Approve Appropriation of Income and For For Mgmt Dividends of KRW 1850 Per Common Share 2 Elect Directors For For Mgmt 3 Approve Limit on Remuneration of Directors For For Mgmt 03/10/06 - A SK Telecom Y4935N104 12/31/05 1,440 1 Approve Appropriation of Income and For For Mgmt Year-End Dividend of KRW 8000 Per Share 2 Amend Articles of Incorporation to Expand For For Mgmt Business Objectives 3 Approve Limit on Remuneration of Directors For For Mgmt 4 Elect Members of Audit Committee For For Mgmt 04/04/06 - A Skandinaviska Enskilda Banken W25381141 03/29/06 59,673 (Skandinavia Enskilda Bank) 1 Open Meeting None None Mgmt 2 Elect Marcus Wallenberg as Chairman of For For Mgmt Meeting 3 Prepare and Approve List of Shareholders For For Mgmt 4 Approve Agenda of Meeting For For Mgmt 5 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 6 Acknowledge Proper Convening of Meeting For For Mgmt 7 Receive Financial Statements and Statutory None None Mgmt Reports 8 Receive Board and Committee Reports None None Mgmt 9 Receive President's Report None None Mgmt 10 Approve Financial Statements and Statutory For For Mgmt Reports 11 Approve Allocation of Income and Dividends For For Mgmt of SEK 4.75 Per Share 12 Approve Discharge of Board and President For For Mgmt 13 Receive Report of Nominating Committee None None Mgmt 14 Determine Number of Members (10) and Deputy For For Mgmt Members (0) of Board 15 Approve Remuneration of Directors in the For Against Mgmt Aggregate Amount of SEK 8.1 Million; Approve Remuneration of Auditors The previous salary of the chairman at SEK 1.3 million ($163,750) was on a level that is competitive with the company's peers, and we believe that the proposal to double the salary of the chairman has not been sufficiently justified. We recognize M. Wallenberg's important role in the company, but unfortunately no further details have been provided regarding his duties that would justify the significant proposed pay increase, particularly when the newly proposed increased salary far exceeds most of his peers at similar companies. We therefore recommend a vote against the proposal. 16 Reelect Annika Falkengren, Penny Hughes, For For Mgmt Urban Jansson, Tuve Johannesson, Hans-Joachim Koerber, Jesper Ovesen, Carl Wilhelm Ros, Jacob Wallenberg, Marcus Wallenberg (Chairman), and Goesta Wiking as Directors 17 Authorize Chairman of Board and For For Mgmt Representatives of Four of Company's Largest Shareholders to Serve on Nominating Committee 18 Approve Remuneration Policy And Other Terms For For Mgmt of Employment For Executive Management Non-monetary benefits should correspond to what may be considered reasonable in relation to established practice in the market. Pension conditions should also be adapted to conditions in the market in relation to the situation in the country where the member of the executive management permanently resides. We note that the company proposes allocating severance pay for a 12-24 month period, which is market practice in Sweden. The disclosure pertaining to the performance objectives for the bonus arrangement--although not complete--is at par with market standards in Sweden. Nevertheless, we would prefer to see further details about the criteria used to measure company results and the levels of these criteria. We consider, however, the overall remuneration policy to be satisfactory despite these shortcomings. As we consider the overall structure of the proposed remuneration policy to be shareholder friendly, we recommend a vote in favor of the proposal. 19 Approve Long-Term Incentive Plan for Key For For Mgmt Employees; Approve Issuance of 1.5 Million Shares to Guarantee Conversion Rights 20 Authorize Repurchase of up to 1.5 Million For For Mgmt Class A Shares and Reissuance of 20 Million Repurchased Class A Shares for Hedging Arrangement Against Financial Exposure Caused by Long-Term Incentive Plan (Item 19) 21 Authorize Reissuance of 1.8 Million For For Mgmt Repurchased Class A Shares for 2006 Stock Option Plan 22 Authorize Repurchase of up to Three Percent For For Mgmt of Issued Share Capital and Reissuance of Repurchased Shares 23 Authorize Repurchase of up to Three Percent For For Mgmt of Issued Share Capital for Equity Trading Purposes 24 Authorization to Raise Customary Credit For For Mgmt Facilities Where Payable Interest or the Amounts with Which the Loan Shall be Repaid Are Conditional Upon the Company's Results or Financial Position 25 Amend Articles Re: Various Changes to For For Mgmt Comply with New Swedish Companies Act 26 Ratify Auditors for Foundations For For Mgmt Administered by Bank 27 Close Meeting None None Mgmt 05/10/06 - A Smit Internationale N81047164 05/03/06 443 1 Open Meeting None Mgmt 2 Receive Report of Management Board None Mgmt 3 Approve Financial Statements and Statutory For Mgmt Reports 4 Receive Explanation on Company's Reserves None Mgmt and Dividend Policy 5 Approve Dividends of EUR 2.50 Per Share For Mgmt 6 Approve Discharge of Management Board For Mgmt 7 Approve Discharge of Supervisory Board For Mgmt 8 Approve Remuneration of Supervisory Board For Mgmt 9 Ratify KPMG Accountants N.V. as Auditors For Mgmt 10 Reelect H.C.P. Noten to Supervisory Board For Mgmt 11 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 12 Grant Board Authority to Issue Shares Up To For Mgmt 10 Percent of Issued Capital and Restricting/Excluding Preemptive Rights 13 Receive Announcements (non-voting) None Mgmt 14 Allow Questions None Mgmt 15 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 10/15/05 - S Snai Spa (Formerly Trenno Spa ) T85781101 10/13/05 3,830 Special Meeting Agenda 1 Approve Increase in Capital in the Maximum For Mgmt Nominal Amount of EUR 14.28 Million Through the Issuance of Up To 27.47 Million New Company Shares Within a Five Year Term With Preemptive Rights; Authorize the Board to Amend the Company's Bylaws Accordingly Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/20/06 - A SO-NET M3 INC. *2413* J7618C102 03/31/06 22 1 Approve Allocation of Income, with No For For Mgmt Dividends The company is not proposing a dividend, despite posting a net profit for the year. However, the company only recently went public, and has posted strong growth in sales and profits in recent years. Accordingly, we do not object to the retention of cash at this stage of the company's development. 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Expand Business Lines - Limit Liability of Non-Executive Statutory Auditors - Change Location of Head Office - Lower Quorum Requirement for Special Business The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. First, the company seeks to expand its business lines to engage in the venture business. The proposed change is somewhat related to the company's core business, and we do not oppose this amendment by itself. Next, the company seeks the authority to impose limits on the legal liability of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. The company also seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote and to prohibit the submission of shareholder proposals related to these subjects. We do not believe this is in shareholders' interest, and we therefore oppose this change. In addition, the company is close to reaching a quorum of two-thirds of issued capital with only the vote of the largest shareholder, Sony Communications Network. Because lowering the quorum requirement will remove a powerful incentive for the company to reach out to its independent shareholders, we believe that such a move is not in shareholders' interest, and we recommend that shareholders oppose the whole resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 4 are insiders, and Candidates 5 and 6 are executive officers of the company's parent, Sony Communications Network. None of the nominees has been designated as an outside dirctor. All nominees are being reappointed to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 4 Appoint Internal Statutory Auditor For For Mgmt The nominee for independent auditor, a tax accountant in private practice, passes our test for independence. 5 Approve Employee Stock Option Plan For For Mgmt This plan features maximum dilution of only 0.2 percent, and option grants made to employees of the company, and directors and employees of its subsidiaries. (Directors and statutory auditors do not participate in this plan.) The exercise period begins 2 years after the grant date. We have no reason to oppose this resolution. 05/30/06 - A/S Societe Generale F43638141 None 19,224 Ordinary Business 1 Approve Financial Statements and Statutory For Mgmt Reports 2 Approve Allocation of Income and Dividends For Mgmt of EUR 4.50 per Share 3 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 4 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 5 Reelect Robert A. Day as Director For Mgmt 6 Reelect Elie Cohen as Director For Mgmt 7 Elect Gianemilio Osculati as Director For Mgmt 8 Elect Luc Vandevelde as Director For Mgmt 9 Approve Remuneration of Directors in the For Mgmt Aggregate Amount of EUR 750,000 10 Ratify Deloitte & Associes as Auditor For Mgmt 11 Ratify Ernst & Young Audit as Auditor For Mgmt 12 Ratify Alain Pons as Alternate Auditor For Mgmt 13 Ratify Gabriel Galet as Alternate Auditor For Mgmt 14 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital Special Business 15 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 220 Million 16 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 110 Million 17 Authorize Board to Increase Capital in the For Mgmt Event of Demand Exceeding Amounts Submitted to Shareholder Vote Above 18 Authorize Capital Increase of up to 10 For Mgmt Percent of Issued Capital for Future Acquisitions 19 Approve Employee Savings-Related Share For Mgmt Purchase Plan 20 Approve Stock Option Plans Grants For Mgmt 21 Authorize up to Two Percent of Issued For Mgmt Capital for Use in Restricted Stock Plan 22 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares 23 Authorize Filling of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/06/06 - A Sogefi T86807103 04/04/06 2,953 Annual Meeting Agenda 1 Accept Financial Statements and Statutory For Mgmt Reports for the Fiscal Year 2005 2 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares 3 Approve Stock Option Plan for 2006 For Mgmt 4 Appoint Internal Statutory Auditors for the For Mgmt Three-Year Term 2006-2008; Approve Remuneration of Auditors Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/27/06 - A SOKEN CHEMICAL & ENGINEERING CO. LTD. J76085109 03/31/06 710 *4972* 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 25, Special JY 0 The payout ratio is 11 percent based on consolidated earnings, or 16 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Increase Authorized For Against Mgmt Capital - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. First, the company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. However, the company seeks to increase its authorized share capital from 24 million to 33.2 million shares, an increase of 38 percent. The company currently has 8.3 million shares outstanding, or about 35 percent of the current authorization. After the proposed increase, the company will have exactly 25 percent of its authorized capital outstanding. The company has not disclosed any information about its plans for future share issuances, and has only used boilerplate language stating that the increase in authorized capital is to "prepare for future financing." However, this increase can also be used to implement a poison pill or other takeover defense, which would not necessarily require shareholder approval. Because an increase in authorized capital which would leave the company with only 25 percent of the new authorization on issue does not meet ISS guidelines for authorized capital increases, we recommend that shareholders vote against this resolution. The company already has ample room under its current authorization ceiling to carry out legitimate share issuances for acquisitions or general financing. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 10 are all insiders. Candidates 1 to 8 are being reappointed, while Candidates 9 and 10 are new to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 4 Appoint Internal Statutory Auditor For For Mgmt The nominee for independent auditor, a former senior managing director of Toyo Ink Mfg. Co., passes our test for independence. 5 Approve Special Payments to Continuing For Against Mgmt Directors and statutory Auditors in Connection with Abolition of Retirement Bonus System One of the continuing auditors has been designated by the company as independent. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing the whole item. 6 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors and Statutory Auditors The ceilings would be raised from JY 12 million per month (JY 144 million per year) to JY 216 million per year for directors, and from JY 4 million per month (JY 48 million per year) to JY 60 million per year for auditors. The ceilings were last adjusted in 2001 for directors and internal auditors. After this meeting, the number of directors will be 10 and that of auditors will be 4. These changes are being requested because of increases in the cost of living since the ceiling was last raised and because annual bonuses are now part of the ceiling. Because the new ceilings are not especially high, and because the company has been profitable, we see no reason to oppose this resolution. 7 Approve Retirement Bonus for Director For For Mgmt The retiring director is an insider, and we have no reason to oppose this resolution. 8 Approve Retirement Bonus for Statutory For Against Mgmt Auditor The retiring auditor has been designated by the company as independent. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing this item. 05/24/06 - A SolarWorld AG D7045Y103 05/03/06 866 1 Receive Financial Statements and Statutory None Mgmt Reports 2 Approve Allocation of Income and Dividends For Mgmt of EUR 0.50 per Share 3 Approve Discharge of Management Board for For Mgmt Fiscal 2005 4 Approve Discharge of Supervisory Board for For Mgmt Fiscal 2005 5 Ratify BDO Deutsche Warentreuhand AG as For Mgmt Auditors for Fiscal 2006 6 Amend Articles Re: Calling of and For Mgmt Registration for Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance) 7 Amend Articles Re: Conducting of For Mgmt Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance) 8 Authorize Management Board Not to Disclose For Mgmt Individualized Remuneration of its Members 9 Approve EUR 41.9 Million Capitalization of For Mgmt Reserves in order to Issue 41.9 Million Shares 10 Approve Creation of EUR 7 Million Pool of For Mgmt Capital without Preemptive Rights 11 Approve Issuance of Convertible Bonds and For Mgmt Bonds with Warrants Attached with Preemptive Rights up to Aggregate Nominal Amount of EUR 1,000 Million; Approve Creation of EUR 7 Million Pool of Capital to Guarantee Conversion Rights Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/30/06 - A/S Sopra Group (Formerly Sopra (Cons & F20906115 None 190 Assis Inform)) Ordinary Business 1 Approve Financial Statements and Discharge For Mgmt Directors and Supervisory Board 2 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 3 Approve Allocation of Income and Dividends For Mgmt of EUR 1.10 per Share 4 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 5 Reappoint Mazars & Guerard as Auditor and For Mgmt Appoint Jean-Louis Simon as Alternate Auditor 6 Adopt Unitary Board Structure For Mgmt 7 Approval New Articles of Association For Mgmt Accordingly 8 Elect Alain Brodelle as Director For Mgmt 9 Elect Philippe Citerne as Director For Mgmt 10 Elect Gerard Jean as Director For Mgmt 11 Elect Pierre-Andre Martel as Director For Mgmt 12 Elect Bernard Michel as Director For Mgmt 13 Elect Francois Odin as Director For Mgmt 14 Elect Pierre Pasquier as Director For Mgmt 15 Elect Herve Saint-Sauver as Director For Mgmt 16 Elect Jose Sancho Garcia as Director For Mgmt 17 Elect Gerard Vincent as Director For Mgmt 18 Approve Remuneration of Directors in the For Mgmt Aggregate Amount of EUR 30,000 for the Supervisory Board Members up to May 30, 2006 and EUR 60,000 for the Board of Directors from May 30 to Dec. 31, 2006 Special Business 19 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 10 Million 20 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 10 Million 21 Authorize Board to Set Issue Price for 10 For Mgmt Percent of Issued Capital Pursuant to Issue Authority without Preemptive Rights 22 Authorize Capital Increase of up to 10 For Mgmt Percent of Issued Capital for the Purpose of Remunerating Contributions in Kind 23 Approve Employee Savings-Related Share For Mgmt Purchase Plan Ordinary Business 24 Authorize Repurchase of Up to 50,000 Shares For Mgmt of Issued Share Capital Ordinary and Special Business 25 Authorize Filing of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 02/07/06 - A Spar Group Ltd. S8050H104 None 29,404 Annual Meeting Agenda 1 Accept Financial Statements and Statutory For For Mgmt Reports for Year Ended September 30, 2005 2 Reelect D.B. Gibbon as Director For For Mgmt 3 Reelect M.J. Hankinson as Director For For Mgmt 4 Ratify Deloitte and Touche as Auditors For For Mgmt 5 Approve Remuneration of Directors For For Mgmt 6 Approve Issuance of 496,395 Shares Pursuant For Against Mgmt to Share Option Scheme Because the level of dilution (15 percent) exceeds our guidelines for both growth and mature companies, we cannot support these resolutions. 7 Place Authorized But Unissued Shares under For Against Mgmt Control of Directors for Share Option Purposes See Item 6. 10/13/05 - S Spar Nord Bank(frm Spar Nord K9214W100 09/28/05 95 Bankatieselskab) 1 Elect Chairman of Meeting For For Mgmt 2 Approve Creation of DKK 51.9 Million Pool For For Mgmt of Conditional Capital without Preemptive Rights This is a general capital request; that is, the company is seeking the authority to issue shares for no specific purpose. Our guidelines allow for general capital increases without preemptive rights to a maximum of 20 percent of the existing outstanding share capital; this amount is generally more than adequate for unforeseen contingencies. Since the potential dilution amounts to 10 percent, we recommend a vote in favor of this proposal. 3 Other Business (Non-Voting) None None Mgmt 04/20/06 - A Spar Nord Bank(frm Spar Nord K9214W100 12/31/05 95 Bankatieselskab) 1 Elect Chairman of Meeting For For Mgmt 2 Receive Report of Board None None Mgmt 3 Approve Financial Statements and Statutory For For Mgmt Reports 4 Approve Allocation of Income and Dividends For For Mgmt of DKK 30 per Share 5 Authorize Repurchase of Up to Ten Percent For For Mgmt of Issued Share Capital Some shareholders object to corporations repurchasing shares. They prefer to see extra cash invested in new businesses or paid out as dividends. We believe that when timed correctly, corporate stock repurchases are a legitimate use of corporate funds and can add to long-term shareholder returns. For this reason, we recommend a vote in favor of the board's proposal. 6 Reelect Niels Kirketerp, Carsten Normann, For For Mgmt and Torben Fristrup as Directors 7 Reappoint Auditors For For Mgmt 8a Adjust Par Value of Common Stock from DKK For For Mgmt 100 to DKK 10 This is the proposal of the board to undertake a reverse stock split, combining each set of 10 shares into one single share. The nominal value of the share will therefore change from DKK 100 ($15.87) to DKK 10 ($1.59). Currently, the company has 5.7 million issued shares. After the reverse split, there would be 57.1 million issued shares. Typical reasons for undertaking a reverse stock split include the wish to increase the market price of the common stock to a price more suitable to brokerage houses, to decrease the amount and percentage of transaction costs paid by individuals, and to improve the company's ability to raise capital. We see no reason to oppose this proposal. 8b Extend Authorization to Create DKK 57.1 For For Mgmt Million Pool of Capital without Preemptive Rights to March 1, 2011 This is a general capital request; that is, the company is seeking the authority to issue shares for no specific purpose. Our guidelines allow for general capital increases without preemptive rights to a maximum of 20 percent of the existing outstanding share capital; this amount is generally more than adequate for unforeseen contingencies. Since the potential dilution amounts to 10 percent (after the reverse stock split in Item 8a), we recommend a vote in favor of this proposal. 8c Amend Articles Re: Increase Minimum For Against Mgmt Shareholding (20,000 Shares) Requirement Necessary to Appoint Delegates to General Meetings Spar Nord Bank has a unique method of voting at their general meetings. Once a year, shareholders (who own less than 2,000 shares) of each of the bank's districts elect an eight-member council for two-year terms, such that four members are elected each year. The election of council members takes place two weeks prior to the general meeting. One of the main responsiblities of the council is to act as shareholder representatives (or delegates) at the bank's general meetings whereby they vote on agenda items. Shareholders who own more than 2,000 shares appoint one delegate to represent and vote for them at general meetings. Shareholders themselves may attend, but they cannot vote at the meetings. As a consequence of the increase in par value in Item 8a, the bank also proposes to increase the minimum shareholding requirement necessary to appoint delegates to general meetings from 2,000 shares to 20,000 shares. Currently, the articles of association state that a shareholder who owns at least 2,000 shares on January 1 and on date of the publication of the meeting notice may appoint one delegate for a one-year term. This shareholding requirement will thus change in the same proportion (by a factor of 10) as the par value. ISS supports a one share, one vote policy and opposes mechanisms that skew voting rights. Shareholders' voting rights should accrue in accordance with their equity capital commitment to the company. As the voting system currently in place by Spar Nord Bank does not allow the ability for shareholders to vote directly for their shares or in proportion to their shareholding, ISS recommends a vote against this item. 9 Other Business (Non-Voting) None None Mgmt 02/02/06 - S SPAREBANKEN MIDT-NORGE R82401101 None 2,155 1 Elect Members (17) and Deputy Members (10) For For Mgmt of Committee of Representatives 2 Elect One Member and One Deputy Member of For For Mgmt Nominating Committee 02/07/06 - S SPAREBANKEN ROGALAND R83378100 None 438 Meeting for Holders of Primary Capital Certificates 1 Elect 6 Members and 5 Deputy Members of For For Mgmt Committee of Representatives 2 Receive Information About Company's Results None Mgmt for 2005 3 Other Business (Non-Voting) None Mgmt 06/01/06 - A/S Sr Teleperformance (Formerly F8991G110 None 1,332 Rochefortaise Communication) Ordinary Business 1 Approve Financial Statements and Discharge For Mgmt Directors 2 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 3 Approve Transaction With a Related Party For Mgmt 4 Approve Transaction With a Related Party For Mgmt 5 Approve Transaction With a Related Party For Mgmt 6 Approve Transaction With a Related Party For Mgmt 7 Approve Transaction With a Related Party For Mgmt 8 Approve Allocation of Income and Dividends For Mgmt of EUR 0.30 per Share 9 Approve Remuneration of Directors in the For Mgmt Aggregate Amount of EUR 100,000 10 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital Special Business 11 Amend Article 7 of the Company's Bylaws For Mgmt Regarding the Powers Given to the Managing Board to Change the Capital 12 Amend Article 9 of the Company's Bylaws For Mgmt Concerning Capital Reduction 13 Amend Article 13 of the Company's Bylaws For Mgmt Concerning Shareholders Disclosure Threshold 14 Amend Article 13 of the Company's Bylaws For Mgmt Regarding the Participation of the Family Members of the Directors in the Company 15 Amend Article 18 of the Company's Bylaws For Mgmt Regarding the Powers of the Managing Board 16 Amend Article 23 of the Company's Bylaws For Mgmt Regarding the Particpation of the Members of the Supervisory Board in the Company 17 Amend Article 27 of the Company's Bylaws For Mgmt Concerning the Participation of the Directors at the General Meetings by Videoconference 18 Amend Article 31 of the Company's Bylaws For Mgmt Regarding the Relations Between a Director and/or a Memeber of the Supervisory Board and the Company 19 Amend Article 37 of the Company's Bylaws For Mgmt Concerning Ordinary General Meeting Quorum 20 Amend Article 38 of the Company's Bylaws For Mgmt Concerning Extraordinary General Meeting Quorum 21 Change Company Name to Teleperformance For Mgmt 22 Amend Article 24 of the Company's Bylaws For Mgmt Concerning the Lenght of the Mandate of the Supervisory Board 23 Amend the Terms of the Outstanding Option's For Mgmt Plans 24 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 50 Million 25 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 50 Million 26 Authorize Board to Increase Capital in the For Mgmt Event of Demand Exceeding Amounts Submitted to Shareholder Vote Above Up to 15 Percent of the Initial Issuance 27 Authorize Capital Increase of Up to Ten For Mgmt Percent of Issued Capital for Future Acquisitions 28 Authorize Capitalization of Reserves of Up For Mgmt to EUR 140 Million for Bonus Issue or Increase in Par Value 29 Approve Employee Savings-Related Share For Mgmt Purchase Plan 30 Authorize up to 2.30 Percent of Issued For Mgmt Capital for Use in Restricted Stock Plan 31 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares 32 Authorize Filing of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/24/06 - A STANDARD BANK GROUP LTD (formerly S80605132 None 14,522 Standard Bank Investment C Annual Meeting Agenda 1 Accept Financial Statements and Statutory For For Mgmt Reports for Year Ended December 31, 2005 2.1 Approve Remuneration of Group Chairman For For Mgmt 2.2 Approve Remuneration of Group Director For For Mgmt 2.3 Approve Remuneration of Group International For For Mgmt Director 2.4 Approve Remuneration of Group Credit For For Mgmt Committee Member 2.5 Approve Remuneration of Africa Credit For For Mgmt Committee Member 2.6 Approve Remuneration of Directors in For For Mgmt Directors' Affairs Committee 2.7 Approve Remuneration of Risk Management For For Mgmt Committee Chairman and Members 2.8 Approve Remuneration of Group Remuneration For For Mgmt Committee Chairman and Members 2.9 Approve Remuneration of Transformation For For Mgmt Committee Chairman and Members 2.10 Approve Remuneration of Group Audit For For Mgmt Committee Chairman and Members 2.11 Approve Remuneration of Directors for Ad For For Mgmt Hoc Meeting Attendance 3 Elect Directors For For Mgmt 4.1 Approve Issuance of Shares Pursuant to the For Against Mgmt Standard Bank Equity Growth Scheme Given the high level of potential dilution associated with these plans, the potential for insufficient vesting, and the absence of performance conditions under the Equity Growth Scheme, we recommend shareholders oppose placing shares under the control of directors for the purpose of satisfying these plans. 4.2 Approve Issuance of Shares Pursuant to the For Against Mgmt Standard Bank Group Share Incentive Scheme See Item 4.1. 4.3 Place Authorized But Unissued Ordinary For For Mgmt Shares under Control of Directors 4.4 Place Authorized But Unissued Preference For For Mgmt Shares under Control of Directors 4.5 Approve Cash Distribution to Shareholders For For Mgmt by Way of Reduction of Share Premium Account 5 Authorize Repurchase of Up to 10 Percent of For For Mgmt Issued Share Capital 06/22/06 - A STAR ENERGY GROUP PLC G8440H106 None 2,475 1 Accept Financial Statements and Statutory For For Mgmt Reports The Audit Committee comprises Stephen East (Committee Chairman), Charles Carter and David Wertheim. RREV does not consider Charles Carter to be independent (see note below). We believe that AIM listed companies should be granted more flexibility, and as such, we only require that a majority of the members of these committees be independent NEDs. The Company meets this requirement. 2 Approve Remuneration Report For Against Mgmt The Remuneration Committee comprises David Wertheim (Committee Chairman), Stephen East, Stephen Gutteridge and Charles Carter. RREV does not consider Stephen Gutteridge and Charles Carter to be independent (see note below). We believe that AIM listed companies should be granted more flexibility, and as such, we only require that a majority of the members of these committees be independent NEDs. The Company does not meet this requirement. We encourage the Company to address this over the upcoming year. 3 Re-elect Colin Judd as Director For For Mgmt 4 Re-elect Roland Wussel as Director For For Mgmt 5 Re-elect David Wertheim as Director For For Mgmt 6 Elect Roger Pearson as Director For For Mgmt 7 Appoint BDO Stoy Hayward LLP as Auditors For For Mgmt and Authorise the Board to Determine Their Remuneration 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 2,645,815 Pursuant to Section 80 of the Companies Act 1985, the Board is proposing an amount for share issuances with pre-emptive rights equivalent to 33.33 percent of the current issued share capital. The authority will expire at the Company's AGM in 2007. We recommend that shareholders approve this authority, which is within our guidelines for a company of this size and scope. 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 396,872 Pursuant to Section 95 of the Companies Act 1985, the Board is proposing an amount for share issuances without pre-emptive rights equivalent to 5 percent of the current issued share capital. The authority will expire at the Company's AGM in 2007. We recommend that shareholders approve this authority, which is within our guidelines for a company of this size and scope. 04/26/06 - A STARHUB LTD Y8152F108 None 935,823 1 Adopt Financial Statements and Directors' For For Mgmt and Auditors' Reports 2 Reelect Lim Chin Beng as Director For For Mgmt 3 Reelect Osamu Inoue as Director For For Mgmt 4 Reelect Tan Guong Ching as Director For For Mgmt 5 Reelect Lee Theng Kiat as Director For For Mgmt 6 Reelect Steven Terrell Clontz as Director For For Mgmt 7 Reelect Robert J. Sachs as Director For For Mgmt 8 Approve Directors' Fees of SGD 685,452 For For Mgmt (2004: SGD 322,982) 9 Declare Final Dividend of SGD 0.025 Per For For Mgmt Share 10 Reappoint KPMG as Auditors and Authorize For For Mgmt Board to Fix Their Remuneration 11 Approve Issuance of Shares without For For Mgmt Preemptive Rights 12 Approve Issuance of Shares and Grant of For Against Mgmt Options Pursuant to the StarHub Pte Ltd Share Option Plan In this case, the percentage of shares available under the company's share option scheme is 15 percent of the issued capital, which is considered an unacceptable level of dilution for a mature entity. These schemes cannot be considered sufficiently well structured to justify a potential dilution level of 15 percent. Moreover, the plans allow for the grant of options to executives and to non-executive directors at a discount to market prices, which undermines the incentive impact of the plan. We therefore recommend that shareholders oppose these items. 13 Approve Issuance of Shares and Grant of For Against Mgmt Options and/or Awards Pursuant to the StarHub Share Option Plan 2004, the StarHub Performance Share Plan, and the StarHub Restricted Stock Plan See Item 12. 04/26/06 - S STARHUB LTD Y8152F108 None 935,823 Special Business 1 Amend Articles of Association For For Mgmt 2 Authorize Share Repurchase Program For For Mgmt 3 Approve Mandate for Transactions with For For Mgmt Related Parties 05/10/06 - A STATOIL ASA R8412T102 None 40,000 1 Open Meeting None None Mgmt 2 Registration of Attending Shareholders and For For Mgmt Proxies 3 Elect Chairman of Meeting For For Mgmt 4 Designate Representative to Co-Sign Minutes For For Mgmt of Meeting Together With Chairman of Meeting 5 Approve Notice of Meeting and Agenda For For Mgmt 6 Approve Financial Statements and Statutory For For Mgmt Reports; Approve Allocation of Income and Dividends of NOK 8.20 per Share 7 Approve Remuneration of Auditors For For Mgmt 8 Elect Members (8) and Deputy Members (3) of For For Mgmt Corporate Assembly 9 Approve Remuneration of Members of For For Mgmt Corporate Assembly 10 Amend Articles Re: Update Instructions and For For Mgmt Define Election Procedures for Nominating Committee to Reflect Norwegian Corporate Governance Code 11 Elect Members of Nominating Committee For For Mgmt 12 Approve Remuneration of Members of For For Mgmt Nominating Committee 13 Approve NOK 58.6 Million Reduction in Share For For Mgmt Capital via Share Cancellation 14 Authorize Share Repurchase Program and For For Mgmt Cancellation of Repurchased Shares 15 Authorize Repurchase of Issued Shares up to For For Mgmt NOK 10 Million Nominal Value for Employee Share Investment Plan 06/29/06 - A STB LEASING CO. LTD. *8432* J7799R100 03/31/06 480 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 12, Final JY 12, Special JY 0 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Set Maximum Board Size and Maximum Number of Statutory Auditors - Limit Rights of Odd-lot Holders - Limit Liability of Statutory Auditors The company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote. We do not believe this is in shareholders' interest, and we therefore oppose this resolution The company will have two vacant board seats following this meeting. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 6-8 are new to the board. None of the nominees is designated as an outside director. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 4.1 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominees for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. Both are longtime employees of parent company Sumitomo Trust & Banking. 4.2 Appoint Internal Statutory Auditor For Against Mgmt See item 4.1. 5 Appoint Alternate Internal Statutory Auditor For Against Mgmt This nominee is also a long-time employee of Sumitomo Trust, and now serves as president of its credit card subsidiary. 6 Approve Retirement Bonuses for Directors For Against Mgmt and Statutory Auditors and Special Payments to Continuing Directors and Statutory Auditor in Connection with Abolition of Retirement Bonus System Several of the auditors are designated as independent. As we believe the payment of such bonuses to non-executives, at the discretion of the insiders, is a highly inappropriate practice anywhere, we see no alternative but to recommend opposing the whole item. 7 Approve Adjustment to Aggregate For For Mgmt Compensation Ceilings for Directors and Statutory Auditors These increases are being requested because of the abolition of the retirement bonus system, and because annual bonuses will henceforth fall under these ceilings rather than being part of the annual income allocation. 06/23/06 - A Sumitomo Chemical Co. Ltd. *4005* J77153120 03/31/06 125,904 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 4, Final JY 6, Special JY 0 The payout ratio is 18 percent based on consolidated earnings, or 33 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Expand Business Lines - Authorize Public Announcements in Electronic Format - Limit Liability of Statutory Auditors - Set Maximum Board Size The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. First, the company seeks to expand its business lines to engage in the export and import of oil and mineral resources. The proposed change is related to the company's core business. We do not oppose this amendment. Next, the company is seeking the authority to amend the permitted number of directors on the board from "3 or more" to "15 or fewer", and the permitted number of statutory auditors from "3 or more" to "6 or fewer". In addition, the company seeks the authority to impose limits on the legal liability of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. However, the company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote and to prohibit the submission of shareholder proposals related to these subjects. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 8 are insiders and are being reappointed to the board. Candidates 9 and 10 are executives who are new to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 4 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. The nominee was formerly the chairman of one of the company's largest shareholders and lenders, Sumitomo Life Insurance. 5 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors and Statutory Auditors The ceilings would be raised from JY 60 million per month (JY 720 million per year) to JY 1 billion per year for directors, and from JY 7.5 million per month (JY 90 million per year) to JY 150 million per year for auditors. The ceilings were last adjusted in 1990 for directors and internal auditors. After this meeting, the number of directors will be 10 and the number of auditors will be 5. These changes are being requested because of the number of internal auditors is increasing and because of increases in the cost of living since the ceilings were last raised, and because annual bonuses to the directors and statutory auditors will henceforth be included in these ceilings. Because the new ceilings are not especially high, and because the company has been profitable, we see no reason to oppose this resolution. 06/23/06 - A Sumitomo Corp. *8053* J77282119 03/31/06 140,000 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 11, Final JY 14, Special JY 0 2 Amend Articles to: Expand Business Lines - For For Mgmt Limit Outside Statutory Auditors' Legal Liability - Authorize Public Announcements in Electronic Format - Update Terminology to Match that of New Corporate Law 3 Elect Directors For For Mgmt 4 Appoint Internal Statutory Auditor For For Mgmt 5 Approve Executive Stock Option Plan For For Mgmt 6 Approve Retirement Bonuses for Directors For For Mgmt and Statutory Auditor and Special Payments to Continuing Directors and Statutory Auditors in Connection with Abolition of Retirement Bonus System 7 Approve Deep Discount Stock Option Plan For For Mgmt 06/28/06 - A Sumitomo Electric Industries Ltd. J77411114 03/31/06 77,200 *5802* 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 6, Final JY 7, Special JY 0 The payout ratio is 17 percent based on consolidated earnings, or 53 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Update Terminology to For For Mgmt Match that of New Corporate Law - Limit Liability of Non-executive Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. These changes are routine. The company also seeks the authority to impose limits on the legal liability of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 9 and 11 are insiders. Candidate 10 is currently a managing director of Nippon Telegraph and Telephone East Corp., but will be stepping down from that position before this AGM date. None of the nominees has been classified as an outside director. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 3.11 Elect Director --- For 4 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. The nominee is the vice-chairman of Nippon Life, which is one of the largest shareholders of Sumitomo Electric. Nippon Life and Sumitomo Electric are also engaged in a business relationship. 06/27/06 - A Sumitomo Metal Industries Ltd. *5405* J77669133 03/31/06 390,000 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 2.5, Final JY 4.5, Special JY 0 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Reduce Directors Term in Office - Authorize Public Announcements in Electronic Format - Update Terminology to Match that of New Corporate Law Because allowing the company to determine income allocation at the board's discretion is not in shareholders' interest, we recommend that shareholders oppose the whole resolution. 3 Elect Directors For For Mgmt 4 Appoint Internal Statutory Auditor For For Mgmt 5 Approve Adjustment to Aggregate For For Mgmt Compensation Ceilings for Directors and Statutory Auditors 6 Adopt 'Advance Warning-Type' Takeover For Against Mgmt Defense Plan Because the company's defense plan fails to meet ISS guidelines due to the absence of independent directors on the board, the fact that the board itself will make the decisions on whether to trigger the defense, and the simultaneous introduction of another form of takeover defense, we recommend that shareholders oppose this resolution. 06/29/06 - A SUMITOMO MITSUI FINANCIAL GROUP INC. J7771X109 03/31/06 183 *8316* 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends on Ordinary Shares: Interim JY 0, Final JY 3000, Special JY 0 The payout ratio is approximately 44 percent of parent company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. Note that SMFG is not proposing any allocations to bonuses for directors or statutory auditors. 2 Approve Reduction in Legal Reserves For For Mgmt SMFG proposes to reduce its capital reserves from JY 1.421 billion to 0.421 billion, effective August 11 2006, in order to "guarantee flexibility and maneuverability in future financial strategies." The funds will be transfered to a category known as "other capital surplus" on the balance sheet, and will be available for dividends and share repurchases. Approval of this resolution is a prerequisite to the implementation of the repurchase plan proposed in Item 3. Because the board has in fact disclosed its share repurchase plans, which is often not the case when companies propose reductions in legal reserves, we do not oppose this resolution. 3 Authorize Share Repurchase Program for For For Mgmt Ordinary and Preferred Shares Subject to approval of Item 2, SMFG proposes to repurchase up to 1 million ordinary shares; up to 67,000 Class 2 preferred shares; and up to 695,000 Class 3 preferred shares, for a combined maximum of JY 1.2 trillion. This authority would be valid between August 11, 2006 and May 31, 2007. The preferred shares are held by Japan's Resolution and Collection Corporation, and represent public funds injected into SMFG's predecessors during the banking crisis several years ago. As Japanese major banks have improved their profitability, they have all announced plans to repay all or part of these public funds through the repurchase of preferred shares. This signals to the market that they are healthy enough to not need the funds any more, and eases the burden of dividends on these shares. The combined dividends on Class 2 and Class 3 shares in 2005-06 came to JY 12.37 billion. A news report indicated that SMFG plans to buy back the preferred shares at "fair value" and retire them. We believe that a failure to carry out this buyback would not be viewed positively by the market or the government, and we do not oppose this resolution. 4 Amend Articles to: Decrease Authorized For For Mgmt Preferred Share Capital - Limit Liability of Non-Executive Directors and Statutory Auditors - Update Terminology to Match That of New Corporate Law There are two significant amendments. First, SMFG seeks to decrease its authorized preferred share capital to reflect earlier repurchases. The number of authorized ordinary shares would remain unchanged. We have no reason to oppose this amendment. Next, SMFG seeks the authority to to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. Because such limitations are seen as necessary to attract qualified outsiders to serve in these positions, we do not oppose such amendments. Note that the amendment proposed here applies only to outsiders, not to insiders. 5 Elect Directors For For Mgmt 5.1 Elect Director --- For Candidate 1 is SMFG's incumbent president, Teisuke Kitayama. He joined the former Mitsui Bank in 1969, and was named president of SMFG in June 2005. During the time period when the sales irregularities discussed above took place, Mr. Kitayama was an executive officer and director of SMBC. Mr. Kitayama was not in charge of the bank at the time of the events in question, but as a member of the board, he can be said to bear a share of responsibility. Mr. Kitayama is one of a number of current and former executives who have been asked by SMFG to return a portion of their compensation as punishment. The question for shareholders is whether that should be viewed as sufficient punishment, or whether Mr. Kitayama should be removed from the board. In this connection, we note that SMFG's share price has risen by 54 percent since Mr. Kitayama took over as president last June; easily outperforming the benchmark TOPIX index. (This is somewhat ironic, given the events discussed above.) We believe that removing him from office would be likely to have a negative impact on the share price. Moreover, his likely successors as president are also executives who worked for the bank during the time period in question. We see no point in voting against Mr. Kitayama's election. However, we do recommend a vote against the appointment of a current executive director to serve as a statutory auditor (see Item 6). 5.2 Elect Director --- For Candidate 2, Osamu Endo, was appointed as a director of SMBC last year. This is his first appointment to the board of the holding company. 5.3 Elect Director --- For Candidate 3, Yoshinori Yokoyama, will be SMFG's third outside director (the others are not standing for reelection until next year). He is a former partner at McKinsey and Co., and is currently an outside director of Orix Corp. and a statutory auditor of the Industrial Revitalization Corp. of Japan. 6 Appoint Internal Statutory Auditor For Against Mgmt The nominee for statutory auditor, Morio Kusunoki, is a vice-president and director of SMFG who is stepping down from the board to take this post. He replaces another insider who is retiring as a statutory auditor after only one year. In Japan, statutory auditors who are not explicitly designated as outsiders (independent) are nearly always former executives. In ordinary circumstances, ISS does not oppose such appointments, but chooses instead to focus on the independence of the outsiders. However, in cases where there has been a demonstrated failure of compliance and internal control functions, we believe that the company in question should not use the post of statutory auditor as a way to transition long-time executives into retirement, but should appoint only independent outsiders who can exercise proper oversight over the directors. Although news reports have not indicated that Mr. Kusunoki was one of the executives asked by SMFG to return a portion of his compensation, we believe that as a lifelong employee of SMFG and its various predecessors, he is not in the best position to exercise such oversight. Accordingly, we recommend that shareholders vote against his appointment. 7 Approve Retirement Bonuses for Director and For For Mgmt Statutory Auditor The retirees, director Morio Kusunoki and statutory auditor Koji Ishida, are both insiders. The payments will cover the time the two individuals have served in their current positions. Although Mr. Kusunoki is a lifelong employee of SMFG and its predecessors, he has only served on the board of SMFG for one year. For the reasons discussed above, we do not support Mr. Kusunoki's appointment as a statutory auditor; but we do not object to his receipt of a retirement allowance for the time he spent as a director. 06/29/06 - A Sumitomo Trust & Banking Co. Ltd. J77970101 03/31/06 146,000 *8403* 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 6, Final JY 6, Special JY 0 The payout ratio is 20 percent based on consolidated earnings, or 23 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Decrease Authorized For For Mgmt Capital and Delete References to Preferred Shares - Limit Liability of Directors and Statutory Auditors - Update Terminology to Match that of New Corporate Law Sumitomo Trust & Banking seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes as follows. First, the company seeks the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. Next, the company wants to delete references to preferred shares in order to reflect the fact that the company currently does not have preferred shares outstanding, and has no plan to issue preferred shares. We see no reason to oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For All candidates are insiders. Candidate 7, 9, and 13 are new to the board and the remaining nominees are incumbent directors seeking reappointment. Following the meeting, there will be no outside directors on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 3.11 Elect Director --- For 3.12 Elect Director --- For 3.13 Elect Director --- For 05/19/06 - A Swatch Group (Formerly SMH H83949141 None 1,199 Schweizerische Gesellschaft ) 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Approve Discharge of Board and Senior For Mgmt Management 3 Approve Allocation of Income and Dividends For Mgmt of CHF 0.50 per Registered Share and CHF 2.50 per Bearer Share 4 Approve CHF 3.1 Million Reduction in Share For Mgmt Capital via Cancellation of Repurchased Shares 5 Ratify PricewaterhouseCoopers AG as Auditors For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote.
013f03/01/06 - SSwire Pacific Limited Y83310105 None 98,500 1 Approve Acquisition by Swire For For Mgmt Properties Ltd. of One Ordinary Share in the Issued Capital of Supreme Luck Investments Ltd. and the Relevant Shareholder's Loan 05/11/06 - A Swire Pacific Limited Y83310105 05/08/06 98,500 1 Approve Final Dividend For For Mgmt 2a Reelect D Ho as Director For For Mgmt 2b Reelect J W J Hughes-Hallett as For For Mgmt Director 2c Reelect K G Kerr as Director For For Mgmt 2d Reelect C K M Kwok as Director For For Mgmt 2e Reelect M M T Yang as Director For For Mgmt 2f Elect P N L Chen as Director For For Mgmt 2g Elect C D Pratt as Director For For Mgmt 3 Reappoint PricewaterhouseCoopers For For Mgmt as Auditors and Authorize Board to Fix Their Remuneration 4 Authorize Repurchase of Up to 10 For For Mgmt Percent of Issued Share Capital 5 Approve Issuance of Equity or For Against Mgmt Equity-Linked Securities without Preemptive Rights As the share issuance amount is subject to abuse by Hong Kong companies, in the absence of language restricting both discounts and the authority to refresh the share issuance amounts without prior shareholder approval, a vote against is recommended. 03/16/06 - A Taihan Electric Wire Co. Y8373R105 12/31/05 2,220 1 Approve Appropriation of Income For For Mgmt and Dividend of KRW 500 Per Share Proposed dividend is KRW 500 per share, which corresponds to a payout ratio of 15 percent, down from 43 percent the previous year, mainly to an increase in net income of 326 percent year over year. Although the payout ratio is low even by Korean standards, in light of the company's strong growth in revenues year over year, we do not oppose this income allocation and dividend proposal. 2 Amend Articles of Incorporation For For Mgmt to Add Newspapers for Meeting Notices, to Require Shareholder Approval on Stock Option Issuance, and to Increase Warrant Issuance Limit The first amendment would allow the company to use the Hankook Daily Newspaper and the Chosun Daily Newspaper for meeting notices. Next, the amendment would require shareholder approval on stock option issuance. The last amendment would increase warrant issuance limits to KRW 500 million. We disapprove in principle of bundling together proposals that could be presented as separate voting items because bundled resolutions leave shareholders with an all-or-nothing choice, skewing power disproportionately towards the board and away from shareholders. However, companies in South Korea do this routinely. In this case, because the proposed amendments are neutral-to-positive, we recommend support for this resolution. 3 Elect Non-Independent For For Mgmt Non-Executive Director The one non-independent non-executive director (NED) nominee is Kang Hee-Jin, a former director of the company. Kang has not engaged in any disclosable transaction with the company within the last three years. The number of directors is increasing from six to seven, of which two are independent NEDs. 4 Elect Independent Non-Executive For For Mgmt Director The one independent NED nominee is Kang Jung-Il, a professor at the Yonsei University. Kang has not engaged in any disclosable transaction with the company within the last three years. 5 Appoint Auditor For For Mgmt The nominee is Lee Jong-Moo, an incumbent auditor of the company. Lee has not engaged in any disclosable transaction with the company within the last three years. 6 Approve Limit on Remuneration of For For Mgmt Directors Proposed limit for 2006 is KRW 1.5 billion, up from KRW 1 billion in 2005. Although last year's actual payout was not disclosed, a total of KRW 32 million was paid for two independent non-executive directors. 7 Approve Limit on Remuneration of For For Mgmt Auditors The ceiling for one auditor for 2006 will be KRW 150 million, up from KRW 100 million in 2005. Last year's actual payout was not disclosed. 8 Amend Terms of Severance Payments For For Mgmt to Executives The company seeks to amend the document setting out the rules for retirement payments to its executives. These bonuses until March 15 2006 would be based on 5 months worth of compensation for president (up from 4 months previously), 4 months worth of compensation for vice-presidents, managing directors and senior managing directors (up from 3 months previously), and 3 months worth of compensation for directors (up from 2 months previously). Any severance payments after March 16 2006 would be based on 3 months worth of compensation for president (down from 5 months previously), 2 months worth of compensation for vice-presidents (down from 4 months previously), and 1 month worth of compensation for managing directors, senior managing directors and other directors (down from 3 months previously). Note that this refers to years of service in the position in question, not total years of service with the company. Most Korean companies have these sorts of in-house rules governing the payment of retirement allowances to executives, and the payments are always based on length of service rather than performance; except to the extent that salaries themselves are performance-linked. The initial establishments of these rules, as well as any amendments to them, are required to be put to a shareholder vote. The severance payment system is based on Korean laws and the tax system, and we see no reason to oppose this resolution. 06/28/06 - A Taiheiyo Cement Corp. *5233* J7923L110 03/31/06 195,124 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 0, Final JY 2.5, Special JY 0 The company is dipping into its reserves to maintain payment of a dividend despite posting a net loss on a parent-only basis for the year. As the company's cash reserves are still adequate to cover the dividend, we have no reason to oppose this resolution. However, we will examine future income allocation proposals carefully, and consider voting against income allocation if the company continues to pay out dividends in excess of earnings in a way that comes to threaten its long-term health. The income allocation does not include bonuses to directors or statutory auditors. 2 Amend Articles to: Limit Rights For For Mgmt of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. These changes are routine. The company also wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. In addition, the company seeks the authority to impose limits on the legal liability of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 10 are all insiders. Candidates 1 to 8 are being reappointed, while Candidates 9 and 10 are new to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 4.1 Appoint Internal Statutory Auditor For For Mgmt Candidate 1 has not been classified as an independent auditor, and we have no reason to oppose his nomination. 4.2 Appoint Internal Statutory Auditor For For Mgmt Candidate 2 has not been classified as an independent auditor, and we have no reason to oppose his nomination. 5 Approve Retirement Bonuses for For For Mgmt Director and Statutory Auditors All retirees have held executive positions with the company. Accordingly, we have no reason to oppose this resolution. 06/29/06 - A Takagi Securities Co. *8625* J8039M109 03/31/06 7,179 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 0, Final JY 20, Special JY 0 The payout ratio is 26 percent based on either parent-only or consolidated earnings.a?? 2 Amend Articles to: Expand For For Mgmt Business Lines - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Non-Executive Directors and Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. These changes are routine. The company also wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. In addition, the company seeks the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 2 are both insiders and are being reappointed to the board. Candidate 3 is an outside director candidate. Following this meeting, there will be 1 outsider on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For Candidate 3 has been designated as an outside director. ISS considers him to be an independent outsider, as he is a former partner of Shin-Nihon & Co., which is not the company's external audit firm. 4 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors and Statutory Auditors The ceilings would be raised from JY 400 million per year to JY 700 million per year for directors, and from JY 70 million per year to JY 100 million per year for auditors. The ceilings were last adjusted in 2004 for both directors and internal auditors. After this meeting, the number of directors will be 6 and that of auditors will be 4. These changes are being requested because annual bonuses are now part of the ceiling. Because the new ceilings are not especially high, and because the company has returned to profitability, we have no reason to oppose this resolution. 05/26/06 - A TAKEUCHI MFG CO LTD. *6432* J8135G105 02/28/06 851 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 0, Final JY 20, Special JY 0 2 Amend Articles to: Authorize For For Mgmt Public Announcements in Electronic Format - Limit Rights of Odd-Lot Holders - Update Terminology to Match that of New Corporate Law 3 Elect Directors For For Mgmt 4 Approve Retirement Bonus for For For Mgmt Director 04/28/06 - A/S TAM SA (frm. TAM - Cia de P8947T132 None 11,026 Investimentos em Transportes TAM Annual Meeting Agenda Ordinary Business - Preferred Shareholders Are Entitled to Vote on Items 3 and 4. They May Vote on Item 3 if they Hold at least 10 Percent of the Company's Capital 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Allocation of Income and For For Mgmt Dividends 3 Elect Directors For For Mgmt 4 Elect Supervisory Board Members For For Mgmt and Fix their Remuneration Special Meeting Agenda 5 Amend Bylaws Re: New Level 2 Novo For For Mgmt Mercado Listing Regulations 08/09/05 - A Tata Tea Ltd Y85484114 None 7,077 1 Accept Financial Statements and For Mgmt Statutory Reports 2 Approve Dividends of INR 10 Per For Mgmt Share 3 Reappoint R.N. Tata as Director For Mgmt 4 Reappoint N.A. Soonawala as For Mgmt Director 5 Reappoint K. Pringle as Director For Mgmt 6 Reappoint A.S. Bam as Director For Mgmt 7 Approve N.M. Raiji & Co. as For Mgmt Auditors and Authorize Board to Fix Their Remuneration 8 Approve Reappointment and For Mgmt Remuneration of V. Venkiteswaran, Executive Director 9 Approve Investment in Another For Mgmt Company 10 Approve Increase in Limit on For Mgmt Foreign Shareholdings Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 09/19/05 - C Tata Tea Ltd Y85484114 None 7,077 1 Approve Merger by Absorption For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 11/21/05 - A TATTERSALL'S LTD Q8852J102 11/19/05 32,852 1 Receive the Chairman and MD/CEO None None Mgmt Presentations 2 Receive Financial Statements and None None Mgmt Statutory Reports 3 Adopt Remuneration Report For For Mgmt This proposal concerns the company's submission of its Remuneration Report. Recent amendments to the Corporations Act which took effect on July 1, 2004, introduced a new requirement for companies to include in the Director's Report a separate section, referred to as the Remuneration Report. The Remuneration Report is required to include discussion on a number of issues relating to remuneration policy and its relationship to the company's performance. In accordance with the Corporations Act, the chairman will allow time for shareholders to raise questions to the auditor and a resolution will be put to shareholders to adopt the Remuneration Report. As a result of balancing the positive and negative factors of the company's remuneration policies, we recommend that shareholders support this resolution. 4 Approve PricewaterhouseCoopers as For For Mgmt Auditors and Authorize Board to Fix Their Remuneration Elect Two of the Following Three Candidates as Directors of the Company 5a Elect Peter Kerr as Director For For Mgmt In items 5a to 5c, shareholders are being asked to elect two directors out of three nominees. The extra board seat vacancy is the result of the decision of one of the incumbent directors, William Adams, not to run for reelection. Peter Kerr is an incumbent director. Meanwhile, Mr. Vertigan and Mr. Playoust have not been endorsed by the board. They are effectively the nominees of a group of former beneficiaries of the former Tattersall's trust (the structure that existed prior to the IPO of Tattersall's earlier this year). Mr Kerr was a long-serving trustee of Tattersall's trust before the restructuring and IPO. He became a director of Tattersall's Limited when it listed, and is endorsed by the board. There is an ongoing dispute between the former trustees of Tattersall's trust (several of whom are now directors of Tattersall's Limited) and a group of former beneficiaries of the trust (who are now shareholders in Tattersall's Limited). The dispute is multi-dimensioned, but a key aspect of it concerns the former trustees' claim for a commission in relation to their role in the float and the wind-up of the trust estate. The amount of any commission will be determined by the court. Tattersall's provided AUD71 million ($54.2 million) for the payment in its prospectus. The board election issue is one out-working of this ongoing dispute. Arguably, none of the three candidates is / would be an independent director. Mr Kerr was a long-serving trustee of the trust estate before the restructure and listing. Mr Vertigan is chairman of Tasmanian Perpetual Trustees - the nominee for 5.6 percent of Tattersall'sshares - and therefore could be regarded as affiliated due to a connection with a substantial shareholder. Mr Playoust has played an active role as representative of the beneficiaries in court proceedings funded by the company. This could be construed as impacting his independence. Mr Kerr has a track record of service as a trustee of the old trust estate, and more recently as a director of Tattersall's Limited. Based on the information provided in the papers, Mr Vertigan has a greater level of commercial qualifications and experience than Mr Playoust. In the light of the above factors, ISS recommends that shareholders vote 'For' the election of Mr Kerr and Mr Vertigan and 'Against' Mr Playoust. A caveat to this recommendation is that this is effectively a proxy contest, with Mr Vertigan and Mr Playoust on the same side of the contest. Some shareholders may therefore feel it is appropriate to either support both Mr Vertigan and Mr Playoust, or neither. On the other hand, even if both Mr Vertigan and Mr Playoust were to be elected, and Mr Kerr not re-elected, the outcome would be a board which included former trustees and representatives of the former beneficiaries - there will not be a 'unified' board whether one of them is elected, or both. 5b Elect Michael Vertigan as Director None For Mgmt Refer to Item 5a. 5c Elect Julien Playoust as Director None Against Mgmt Refer to Item 5a. 04/26/06 - A/S Teck Cominco Ltd. *TEK.B* 878742204 03/10/06 24,909 For Class A Common Shares and Class B Subordinate Voting Shares 1 Elect Directors J. Brian Aune, For For Mgmt Lloyd I. Barber, Jalynn H. Bennett, Hugh J. Bolton, Masayuki Hisatsune, Norman B. Keevil, Norman B. Keevil III, D. R. Lindsay, T. Mochihara, W. S.R. Seyffert, K. E. Steeves, C. M.T. Thompson, D. A. Thompson and R. J. Wright 2 Approve PricewaterhouseCoopers For For Mgmt LLP as Auditors and Authorize Board to Fix Remuneration of Auditors 3 Amend Stock Option Plan For Against Mgmt 04/11/06 - A Telemar Norte Leste S.A. P9037H103 None 1,824 (frmrly. TELERJ) Preference Shareholders Will Be Entitled to Elect One Representative to the Supervisory Board 1 Accept Financial Statements and For For Mgmt Statutory Reports for Fiscal Year Ended 12-31-05 2 Approve Allocation of Income and For For Mgmt Dividends; Participation to Employees of the Company, and Capital Budget 3 Elect Supervisory Board Members For For Mgmt and Alternates 4 Approve Aggregate Remuneration of For For Mgmt Directors and Supervisory Board 05/23/06 - A Telenor ASA R21882106 None 94,900 1 Approve Notice of Meeting For For Mgmt 2 Designate Inspector or For For Mgmt Shareholder Representative(s) of Minutes of Meeting 3 Approve Financial Statements and For For Mgmt Statutory Reports: Approve Allocation of Income and Dividends of NOK 2 per Share 4 Approve Remuneration of Auditors For For Mgmt 5 Receive Information Regarding None None Mgmt Guidelines for Remuneration of Executive Management Including Option Program 6 Approve NOK 157.8 Million For For Mgmt Reduction in Share Capital via Cancellation of 12.1 Million Treasury Shares and Redemption of 14.2 Million Shares Held by Norwegian State 7 Approve NOK 5 Billion Transfer For For Mgmt from Share Premium Account to Other Equity 8 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital 06/27/06 - A Telepark Corp. *3738* J8298A101 03/31/06 19 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 3500, Final JY 2000, Special JY 0 Payout ratio is approximately 51 percent. 2 Amend Articles to: Reduce For Against Mgmt Directors Term in Office - Update Terminology to Match that of New Corporate Law - Require Supermajority Vote to Remove Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. The company seeks to specify that removing a statutory auditor will require a two-thirds majority vote, rather than the simple majority which is the default threshold under the new Corporate Law. Because we do not believe it is in shareholders' interest to increase the percentage of votes required to remove a statutory auditor from office, we recommend that shareholders vote against this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 6 are all insiders and candidates 7 and 8 have been designated as outside directors. ISS considers them to be affiliated outsiders, as they are executives of parent company Mitsui & Co. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 4.1 Appoint Internal Statutory Auditor For For Mgmt The nominee is not designated by the company as independent, and we have no reason to oppose his nomination. 4.2 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor who is a current employee of the company's largest shareholder with a 61.89 percent stake in the company cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 5 Approve Retirement Bonus for For Against Mgmt Statutory Auditor The retiring auditor has been designated by the company as independent. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing this item. 6 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors Ceiling is to be raised from JY 100 million per year to JY 200 million per year, because annual bonuses are now part of the ceiling. After this meeting, the number of directors will remain to be 8. The new ceiling is not inordinately high, and the company has been profitable. We see no reason to oppose this resolution. 10/21/05 - A Telkom SA S84197102 None 13,259 Annual Meeting Agenda 1 Accept Financial Statements and For For Mgmt Statutory Reports for Year Ended March 31, 2005 2 Approve Simultaneous For Against Mgmt Re-Appointment of Retiring Directors As bundling director elections into a single voting item runs counter to the principle of accountability, we do not believe it is in shareholder interest to support this resolution. 3 Elect Directors For For Mgmt 4 Ratify Ernst & Young as Auditors For For Mgmt 5 Authorize Repurchase of Up to 20 For For Mgmt Percent of Issued Share Capital 6 Amend Articles of Association Re: For Against Mgmt General Matters Based on the fact that the company is removing the provision regarding fixed number of directors and replacing it with a range, given that the new Human Resources Review and Remuneration Committee (which would make recommendations on the remuneration for executives) would include executives, and since this is a bundled resolution, we recommend shareholders oppose the amendments to the articles because these negative provisions outweigh the neutral, editorial ones. 06/07/06 - A TENARIS SA, LUXEMBOURG 88031M109 04/27/06 688 Meeting for Holders of ADRs 1 CONSIDERATION OF THE BOARD OF For For Mgmt DIRECTORS AND INDEPENDENT AUDITOR S REPORTS ON THE CONSOLIDATED FINANCIAL STATEMENTS. 2 CONSIDERATION OF THE BOARD OF For For Mgmt DIRECTORS AND INDEPENDENT AUDITOR S REPORTS ON THE UNCONSOLIDATED ANNUAL ACCOUNTS. 3 ALLOCATION OF RESULTS AND For For Mgmt APPROVAL OF DIVIDEND PAYMENT. 4 DISCHARGE TO THE MEMBERS OF THE For For Mgmt BOARD OF DIRECTORS. 5 ELECTION OF THE BOARD OF For For Mgmt DIRECTORS MEMBERS. Disclosure with respect to directors is not as common in Luxembourg as it is in other countries. However, we believe that it would be counterproductive to routinely oppose nominees solely on the grounds of this lack of disclosure, particularly without some specific concern about the company, its board, or the individuals involved. At this time, we are unaware of any such concerns at Tenaris. These are routine reappointments. 6 AUTHORIZATION TO THE BOARD OF For For Mgmt DIRECTORS TO DELEGATE THE DAY-TO-DAY MANAGEMENT OF THE COMPANY S BUSINESS AND THE POWER TO REPRESENT THE COMPANY AS ADMINISTRATEUR DELEGUE (CHIEF EXECUTIVE OFFICER) TO MR. PAOLO ROCCA. 7 AUTHORIZATION TO THE BOARD OF For For Mgmt DIRECTORS TO APPOINT ANY OR ALL OF ITS MEMBERS AS THE COMPANY S ATTORNEYS-IN-FACT. 8 AUTHORIZATION TO THE BOARD OF For For Mgmt DIRECTORS TO CAUSE THE DISTRIBUTION OF ALL SHAREHOLDER COMMUNICATIONS. 9 BOARD OF DIRECTORS COMPENSATION. For For Mgmt 10 Ratify Auditors For For Mgmt 11 AMENDMENT OF ARTICLE 11 OF THE For For Mgmt ARTICLES OF ASSOCIATION. 04/26/06 - A Terna SPA T9471R100 04/21/06 72,054 Annual Meeting Agenda 1 Accept Financial Statements, For Mgmt Statutory Reports and Consolidated Financial Statements 2 Approve Allocation of Income For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/07/06 - A TERNIUM S A *TX* 880890108 05/01/06 1,538 Meeting for Holders of ADRs 1 CONSIDERATION OF THE BOARD OF For For Mgmt DIRECTORS AND INDEPENDENT 0UDITOR S REPORTS ON THE CONSOLIDATED FINANCIAL STATEMENTS. APPROVAL OF THE COMPANY S CONSOLIDATED FINANCIAL STATEMENTS AS OF, AND FOR THE FISCAL YEAR ENDED, DECEMBER 31, 2005. 2 CONSIDERATION OF THE BOARD OF For For Mgmt DIRECTORS AND INDEPENDENT AUDITOR S REPORTS ON THE UNCONSOLIDATED ANNUAL ACCOUNTS. APPROVAL OF THE COMPANY S UNCONSOLIDATED ANNUAL ACCOUNTS AS OF, AND FOR THE FISCAL YEAR ENDED, DECEMBER 31, 2005. 3 ALLOCATION OF RESULTS. For For Mgmt 4 DISCHARGE TO THE MEMBERS OF THE For For Mgmt BOARD OF DIRECTORS AND TO THE FORMER MEMBERS OF THE BOARD OF DIRECTORS MESSRS. CARLOS M. FRANCK AND FERNANDO R. MANTILLA FOR THE EXERCISE OF THEIR MANDATE THROUGHOUT THE YEAR ENDED DECEMBER 31, 2005. 5 ELECTION OF THE BOARD OF For For Mgmt DIRECTORS MEMBERS. Disclosure with respect to directors is not as common in Luxembourg as it is in other countries. However, we believe that it would be counterproductive to routinely oppose nominees solely on the grounds of this lack of disclosure, particularly without some specific concern about the company, its board, or the individuals involved. 6 AUTHORIZATION TO THE BOARD OF For For Mgmt DIRECTORS TO DELEGATE THE DAY-TO-DAY MANAGEMENT OF THE COMPANY S BUSINESS TO ONE OR MORE OF ITS MEMBERS. In this item, shareholder approval is requested to delegate the day-to-day management of the business of the company and the power to represent the company to Daniel Agustin Novegil, and to appoint Mr. Novegil as chief executive officer of the company. Given that this type of request is regulated by Luxembourg company law under Article 60 of the Luxembourg Law of Aug. 10, 1915, and that upon approval of this item the company will be required to report each year to the ordinary general meeting on any advantages granted to the delegate, we see no reason to oppose this request. 7 AUTHORIZATION TO THE BOARD OF For For Mgmt DIRECTORS TO APPOINT ONE OR MORE OF ITS MEMBERS AS THE COMPANY S ATTORNEY-IN-FACT. This is a routine request. We see no reason to oppose this resolution. 8 BOARD OF DIRECTORS COMPENSATION. For For Mgmt Resolutions to approve fees for directors are generally routine items. In this case, the company requests that shareholders approve that each member of the board of directors receive an amount of $50,000. It is further proposed that directors who are members of the company's audit committee receive an additional $50,000.The overall level of remuneration is in line with what other Luxembourg companies are offering in order to attract and retain qualified directors. 9 Ratify Auditors For For Mgmt 10/27/05 - S Teva Pharmaceutical Industries 881624209 09/22/05 6,852 Meeting for Holders of ADRs 1 TO APPROVE THE ISSUANCE OF For For Mgmt ORDINARY SHARES OF TEVA, PURSUANT TO THE AGREEMENT AND PLAN OF MERGER, DATED JULY 25, 2005, BY AND AMONG IVAX CORPORATION, TEVA AND TWO WHOLLY OWNED SUBSIDIARIES OF TEVA, IVORY ACQUISITION SUB, INC. AND IVORY ACQUISITION SUB II Conclusion Based on our review of the terms of the transaction and the factors described above, we believe that the merger agreement warrants shareholder support. 05/04/06 - A Teva Pharmaceutical Industries 881624209 03/27/06 8,141 Meeting for Holders of ADRs 1 TO RECEIVE AND DISCUSS THE For For Mgmt COMPANY S CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2005 AND THE CONSOLIDATED STATEMENTS OF INCOME FOR THE YEAR THEN ENDED. This is a routine item. 2 TO APPROVE THE BOARD OF DIRECTORS For For Mgmt RECOMMENDATION THAT THE CASH DIVIDEND FOR THE YEAR ENDED DECEMBER 31, 2005 BE DECLARED FINAL. This is a routine proposal. 3 TO APPOINT PROF. GABRIELA SHALEV For For Mgmt AS A STATUTORY INDEPENDENT DIRECTOR FOR AN ADDITIONAL TERM OF THREE YEARS. These are routine Israeli board elections that merit shareholder support. 4 TO ELECT THE FOLLOWING DIRECTOR For For Mgmt TO SERVE FOR A THREE-YEAR TERM: DR. PHILLIP FROST 5 TO ELECT THE FOLLOWING DIRECTOR For For Mgmt TO SERVE FOR A THREE-YEAR TERM: CARLO SALVI 6 TO ELECT THE FOLLOWING DIRECTOR For For Mgmt TO SERVE FOR A THREE-YEAR TERM: DAVID SHAMIR 7 TO APPROVE THE PURCHASE OF For Against Mgmt DIRECTOR S AND OFFICER S LIABILITY INSURANCE FOR THE DIRECTORS AND OFFICERS OF THE COMPANY. Given the excessive liability and indemnification allowed under Israeli law, this item does not merit shareholder support. 8 TO APPROVE AN AMENDMENT TO For For Mgmt SECTION 60(E) OF THE COMPANY S ARTICLES OF ASSOCIATION. 9 TO APPROVE AN INCREASE IN THE For For Mgmt REMUNERATION PAID TO THE DIRECTORS OF THE COMPANY (OTHER THAN THE CHAIRMAN OF THE BOARD). 10 TO APPOINT KESSELMAN & KESSELMAN, For For Mgmt AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND DETERMINE THEIR COMPENSATION. 04/20/06 - A THAI OIL PUBLIC CO LTD Y8620B119 03/30/06 90,715 1 Approve Minutes of Previous AGM For For Mgmt 2 Accept Financial Statements and For For Mgmt Statutory Reports 3 Approve Allocation of Income and For For Mgmt Payment of Dividend of Baht 3.5 Per Share 4 Reelect Chakramon Phasukavanich, For For Mgmt Nibhat Bhukkanasut, Prajya Phinyawat, and Nit Chantramonklasri as Directors, and Elect Pichai Chunhavajira as a New Director 5 Approve Remuneration of Directors For For Mgmt 6 Approve KPMG Phoomchai Audit Ltd. For For Mgmt as Auditors and Authorize Board to Fix Their Remuneration 7 Other Business For Against Mgmt In view of this, a vote against this item is recommended until details on the issues have been provided. 02/23/06 - A Tiger Brands Ltd. (Formerly S84594142 None 4,794 Tiger Oats Ltd.) Annual Meeting Agenda 1 Accept Financial Statements and For For Mgmt Statutory Reports for Year Ended September 30, 2005 2 Reelect B.H. Adams as Director For For Mgmt 3 Reelect D.D.B. Band as Director For For Mgmt 4 Reelect B.P. Connellan as Director For For Mgmt 5 Reelect M.H. Franklin as Director For For Mgmt 6 Reelect U.P.T. Johnson as Director For For Mgmt 7 Reelect G.N. Padayachee as For For Mgmt Director 8 Approve Increase in Director For For Mgmt Remuneration 9 Approve Tiger Brands Phantom Cash For For Mgmt Option Scheme As this proposal would not imply additional cost to shareholders, because there are no concerns over dilution from outstanding options or the levels of cash compensation, and because the schemes are administered by a committee of independent non-executive directors, there is no reason to refuse this request. 10 Authorize Repurchase of Up to 10 For For Mgmt Percent of Issued Share Capital 06/22/06 - A TOCALO CO LTD (EX JAFCO SIG CO J84227123 03/31/06 1,885 LTD) *3433* 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 0, Final JY 35, Special JY 0 The payout ratio is 17 percent based on consolidated earnings, or 18 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Limit For For Mgmt Directors' Legal Liability - Authorize Public Announcements in Electronic Format - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. The company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential.The company seeks the authority to impose limits on the legal liability of executive directors and statutory auditors, as well as that of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this resolution. 3 Appoint Internal Statutory Auditor For For Mgmt The nominee for independent auditor, a tax accountant in private practice, passes our test for independence. 4 Approve Retirement Bonus for For Against Mgmt Statutory Auditor The retiring auditor has been designated by the company as independent. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing this item. 5 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors and Statutory Auditors The company seeks to express the compensation ceilings for directors and statutory auditors as yearly, rather than monthly, ceilings. This will allow the company greater flexibility with respect to the timing of bonus payments, which under the new corporate law are now included in the compensation ceilings. We do not oppose this resolution. 06/29/06 - A Tokushima Bank Ltd. *8561* J86463106 03/31/06 1,267 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 4, Final JY 4, Special JY 0 The payout ratio is 15 percent. 2 Amend Articles to: Authorize For For Mgmt Public Announcements in Electronic Format - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law These changes are routine. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 10 are incumbent directors seeking reappointment, and candidate 11 is new to the board. All are executives of the company. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 3.11 Elect Director --- For 4 Appoint Internal Statutory Auditor For For Mgmt The nominee for independent auditor, a former local government official, passes our test for independence. 5 Appoint Alternate Internal For For Mgmt Statutory Auditor The nominee for independent auditor, a former local government official, passes our test for independence. 6 Appoint External Auditors For Against Mgmt Tokushima Bank seeks to reappoint ChuoAoyama Audit Corp. as its external audit firm. Currently, the bank is using ChuoAoyama and Uzushio Audit Corporation, a small local audit firm, which the bank intends to continue to retain after this meeting. ChuoAoyama was recently penalized by Japanese authorities for the role of its auditors in accounting fraud at Kanebo Ltd., and will be forced to suspend operations in July and August. Nevertheless, Tokushima Bank plans to reappoint ChuoAoyama after the suspension period. The bank argues the reappointment of ChuoAoyama is necessary to ensure continuity of the audit process. Nevertheless, just as Enron was not Arthur Andersen's "first strike," Kanebo was not the first accounting problem in which ChuoAoyama has been implicated, and many of the firm's client companies are planning to switch as soon as practicable. We are not convinced that ChuoAoyama, which will be desperate to retain as many clients as possible, will be in a position to perform a rigorous audit. We recommend that shareholders oppose this resolution. 7 Approve Adjustment to Aggregate For For Mgmt Compensation Ceilings for Directors and Statutory Auditors The ceilings would be raised from JY 13 million per month (JY 156 million per year) to JY 210 million per year for directors, and from JY 4 million per month (JY 48 million per year) to JY 50 million per year for auditors. The ceilings were last adjusted in 1998. After this meeting, the number of directors will be 11 and that of auditors will be 3. These changes are being requested because annual bonuses are now part of the ceiling. Because the new ceilings are not especially high, and because the company has been profitable, we see no reason to oppose this resolution. 8 Approve Retirement Bonuses for For For Mgmt Directors The retiring director is an insider, and we have no reason to oppose this resolution. 9 Approve Retirement Bonuses for For Against Mgmt Statutory Auditors The retiring auditor has been designated by the company as independent. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing this item. 06/29/06 - A Tokyo Ohka Kogyo Co. Ltd. J87430104 03/31/06 3,836 *4186* 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 15, Final JY 15, Special JY 3 The payout ratio is 23 percent based on consolidated earnings, or 25 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Decrease For For Mgmt Authorized Capital to Reflect Share Repurchase - Reduce Directors Term - Authorize Public Announcements in Electronic Format - Limit Rights of Odd-lot Holders - Limit Liability of Directors and Statutory Auditors The most important change would give the company the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. Because such limitations are seen as necessary to attract qualified outsiders to serve in these positions, we do not oppose such amendments. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1-6 are insiders; 5 and 6 are new appointees, but the overall board size decreases from 8 to 7. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For Candidate 7 is a new outside director appointee. He is the president of Makino Milling Machine Co. 4 Appoint Alternate Internal For Against Mgmt Statutory Auditor Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. He is a former partner of the company's outside audit firm. 5 Approve Retirement Bonuses for For Against Mgmt Directors and Statutory Auditor The retiring auditor has been designated as independent. As we believe the payment of such bonuses to non-executives, at the discretion of the insiders, is a highly inappropriate practice anywhere, we see no alternative but to recommend opposing the whole item. 6 Adopt Advance Warning-Type For Against Mgmt Takeover Defense Type of defense plan: Advance-warning type Plan duration: 3 years Trigger threshold: 20 percent of shares outstanding Directors' term in office: 1 year Board independence: Following this meeting, there will be one independent director (14 percent of the board) according to ISS criteria Independence of special committee: 3 out of 5 members of the committee meet ISS criteria for independence. However, one member is a long-time partner of the company's external audit firm (see Item 4), while another is a former employee of its main bank. Other types of takeover defense: No Meeting notice released three weeks or more before meeting: Yes We believe the best way to ensure that the company remains responsive to shareholders' interests, once the threat of a takeover is removed or reduced, is to have a significant percentage of independent outsiders on the board. While the one outside director may be well qualified and diligent in his duties, his ability to question management and press for reforms where necessary would be enhanced if there were at least one other independent director with whom he could discuss issues outside the presence of the executives. We recommend that shareholders oppose this resolution. 06/29/06 - A Tokyo Tekko Co. Ltd. *5445* J88376108 03/31/06 5,048 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 0, Final JY 8, Special JY 0 The payout ratio is 8 percent based on consolidated earnings, or 12 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. The income allocation does not include bonuses to directors or statutory auditors. 2 Approve Payment of Annual Bonuses For For Mgmt to Directors and Statutory Auditors The company is proposing aggregate bonus payments of JY 85 million to the 8 directors, and JY 3.9 million to the 4 statutory auditors. In light of the company's performance, we have no reason to oppose this resolution. 3 Amend Articles to: Limit Rights For For Mgmt of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. The company wants to limit rights of odd-lot shareholders to bring shareholder lawsuits. As odd-lot shareholders would be extremely unlikely to bring shareholder lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. The company seeks the authority to impose limits on the legal liability of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 4 Elect Directors For For Mgmt 4.1 Elect Director --- For Candidates 1 to 9 are all insiders. Candidates 9 is executive who is new to the board. Following this meeting, there will be no outsiders on the board. 4.2 Elect Director --- For 4.3 Elect Director --- For 4.4 Elect Director --- For 4.5 Elect Director --- For 4.6 Elect Director --- For 4.7 Elect Director --- For 4.8 Elect Director --- For 4.9 Elect Director --- For 5 Appoint Internal Statutory Auditor For For Mgmt The nominee for independent auditor, an attorney in private practice, passes our test for independence. 6 Appoint Alternate Internal For For Mgmt Statutory Auditor The nominee for alternate independent auditor, an attorney in private practice, passes our test for independence. 7 Approve Retirement Bonus for For Against Mgmt Statutory Auditor The retiring auditor has been designated by the company as independent. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing this tem. 06/28/06 - A Toshiba Machine Co. Ltd. J89838106 03/31/06 7,903 *6104* 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 4, Final JY 8, Special JY 0 The payout ratio is 19 percent based on consolidated earnings, or 32 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize For Against Mgmt Board to Determine Income Allocation - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law The company seeks to update the terminology of its articles to match that of the new Corporate Law. These changes are routine. The company also wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. In addition, the company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote and to prohibit the submission of shareholder proposals related to these subjects. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 10 are all insiders. Candidates 1 to 7 are being reappointed, while Candidates 8 to 10 are new to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 4.1 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the first nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. He is a former executive of largest shareholder Toshiba Corp., and is currently the president of another Toshiba group company. 4.2 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the second nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. He is a current executive officer and director of Toshiba Corp. 5 Appoint Alternate Internal For Against Mgmt Statutory Auditor Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the candidate for alternate internal statutory auditor -- a current executive of Toshiba -- cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 6 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors and Statutory Auditors The company seeks to express the compensation ceilings for directors and statutory auditors as yearly, rather than monthly, ceilings. This will allow the company greater flexibility with respect to the timing of bonus payments, which under the new corporate law are now included in the compensation ceilings. We do not oppose this resolution. 7 Approve Retirement Bonuses for For Against Mgmt Directors and Statutory Auditor The retiring auditor has been designated by the company as independent. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing the whole item. 05/25/06 - A Total Energy Services Trust 891503104 04/20/06 2,526 *TOT.U* 1 Elect Directors Larry P. Coston, For Abstain Mgmt Gregory S. Fletcher, Daniel K. Halyk, Randy Kwasnicia, Bruce L. Pachkowski, Thomas P. Stan and Andrew B. Wiswell We recommend withholding votes from the entire slate because Thomas Stan, a former CEO of Total Energy, sits on both the Audit and Compensation Committee. ISS believes the ongoing influence exerted by former CEOs or recent ex-CFOs on the Audit or Compensation Committee raises serious concerns regarding lack of independent oversight of pay schemes or financial reporting controls, which they may have designed or in which they may have played a key role. As such, ISS views his or her status as closer to that of an insider for purposes of sitting on the Audit or Compensation Committee. As all nominees are presented as a single slate, we have to recommend withholding votes from the entire slate. 2 Approve KPMG LLP as Auditors and For For Mgmt Authorize Board to Fix Remuneration of Auditors 05/12/06 - A/S Total SA (Formerly Total Fina F92124100 None 13,703 Elf S.A ) Ordinary Business 1 Approve Financial Statements and For Mgmt Statutory Reports 2 Accept Consolidated Financial For Mgmt Statements and Statutory Reports 3 Approve Allocation of Income and For Mgmt Dividends of EUR 6.48 per Share 4 Approve Accounting Transfer from For Mgmt Special Long-Term Capital Gains Reserve Account to Other Reserves Account 5 Approve Special Auditors' Report For Mgmt Regarding Related-Party Transactions 6 Authorize Repurchase of Up to Ten For Mgmt Percent of Issued Share Capital 7 Reelect Anne Lauvergeon as For Mgmt Director 8 Reelect Daniel Bouton as Director For Mgmt 9 Reelect Bertrand Collomb as For Mgmt Director 10 Reelect Antoine For Mgmt Jeancourt-Galignani as Director 11 Reelect Michel Pebereau as For Mgmt Director 12 Reelect Pierre Vaillaud as For Mgmt Director 13 Elect Christophe de Margerie as For Mgmt Director Special Business 14 Approve Partial Spin-Off For Mgmt Agreement to Arkema 15 Approve 1-for-4 Stock Split For Mgmt 16 Amend Article 11 Regarding the For Mgmt Number of Shares to Be Held By Directors A Amend Article 11 to Require a Against ShrHoldr Majority of Independent Directors on Board B Grant a Second Board Mandate to Against an Employee Shareholder Representative Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/03/06 - S TOTVS SA P92184103 None 5,435 Special Meeting Agenda 1 Approve Acquisition of RM For For Mgmt Sistemas S.A. This item seeks ratification for the company to acquire RM Sistemas S.A., a privately-held business management and software development company. According to the relevant fact notice, the value of the acquisition is BRL$206 million ($88 million). Another company release stated that TOTVS shareholders will have withdrawal rights if they held shares as of April 12, 2006. The average trading price of the company's shares 60 days prior to the annoucement date of April 12, 2006 was BRL$36.03 ($15). The average trading price of the company's shares from the date of the announcement to the date of the completion of this analysis was BRL$40.54 ($17), an increase of 12.5 percent. We also note that TOTVS' current market cap is BRL$1 billion ($430 million). According to a quote from the company's CEO obtained in an April 13, 2006 Bloomberg article, the acquisition comes 35 days after the company's IPO, underlining the company's position in the Latin American software market. Based on the favorable market reaction and the ratio between the value of the acquisition and TOTVS' current market cap, we believe this transaction is in shareholders' interest. 04/26/06 - A/S Tractebel Energia S.A. P9208W103 None 25,413 (formerly Centrais Geradoras Do Sul B Special Business 1.1a Amend Articles 1, 13, 16, 20, 21, For For Mgmt 29, 30, 32, 35, 36, 37, 38, and 41 Re: Compliance with Novo Mercado Regulations 1.1b Amend Paragraph 15 of Article 19 For For Mgmt and Paragraphs 2 and 3 of Article 30 Re: Preparation of Six-Month Period Financial Statements and Authorization to the Board to Pay Interim Dividends 1.2 Other Business For Against Mgmt Because it is not known what issues will be raised, support for this request cannot be recommended. Ordinary Business 2 Accept Financial Statements and For For Mgmt Statutory Reports for Fiscal Year Ended 12-31-05 3 Approve Allocation of Income and For For Mgmt Dividends 4 Approve Employee Profit Sharing For Against Mgmt Distribution for 2005 Because the company has failed to disclose the details of the plan, we cannot determine whether the company has included sufficient performance criteria and vesting provisions to merit payment to employees. In the absence of further details, we cannot be certain that this proposal is in shareholders' best interests. 5 Approve Global Remuneration of For For Mgmt Directors 6 Elect Member of the Board of For For Mgmt Directors and Alternates 7 Elect Supervisory Board Members For For Mgmt and Alternates 8 Other Business For Against Mgmt Because it is not known what issues will be raised, support for this request cannot be recommended. 04/26/06 - A Transforce Income Fund *TIF.U* 89365Y107 03/17/06 919 1 Approve National Bank Trust Inc. For For Mgmt as Trustee of the Fund 2 Elect Alain Bedard, Andre Berard, For For Mgmt Richard Guay, Joe Marsilii, Sheila O'Brien, Katherine A. Rethy, Ronald D. Rogers, Joey Saputo, and H. John Stollery as Trustees of TFI Operating Trust 3 Appoint KPMG LLP as Auditors of For For Mgmt the Fund and Authorize Board to Fix Remuneration of Auditors 4 Appoint KPMG LLP as Auditors of For For Mgmt TFI Operating Trust 05/10/06 - A/S Trican Well Service Ltd. 895945103 03/22/06 19,978 *TCW.* 1 Fix Number of Directors at Six For For Mgmt 2 Elect Directors For For Mgmt 3 Ratify KPMG LLP as Auditors and For For Mgmt Authorize Board to Fix Remuneration of Auditors 4 Approve 2:1 Stock Split For For Mgmt 06/29/06 - A Tsumura & Co. *4540* J93407120 03/31/06 24,000 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 6, Final JY 8, Special JY 0 The payout ratio is 8 percent based on consolidated earnings, or 9 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize For For Mgmt Public Announcements in Electronic Format - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. The company also wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. We have no reason to oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 10 are insiders, and candidate 11 is outside director candidate. All candidates are being reappointed to the board, and following this meeting, there will be one outsider on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 3.11 Elect Director --- For Candidate 11 has been designated as an outside director. ISS considers him to be an affiliated outsider, as he is a current advisor to Daiichi Pharmaceutical Co. Ltd., the company's 8th largest shareholder. 4 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors Ceiling is to be raised from JY 40 million per month to JY 50 million per month, because of increases in the cost of living since the ceiling was last raised. After this meeting, the number of directors will be 11. The new ceiling is not inordinately high, and the company has been profitable. We see no reason to oppose this resolution. 06/28/06 - A Tubos Reunidos SA E9214G136 None 697 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Allocation of Income For For Mgmt Although the company's meeting notice did not contain information relating to this year's income allocation, we note that the company has a solid payout history, with a payout ratio of 33.06 percent and 90 percent based on 2004 and 2003 net income, respectively. Given this company's shareholder-friendly dividend policy, this is a supportable request. 3 Approve Auditors For For Mgmt 4 Elect and Reelect Directors For For Mgmt 5 Authorize Repurchase of Shares; For For Mgmt Cancel Previous Share Repurchase Authorization Spanish company law limits the total amount of issued capital repurchased or held by a group at any given time to 5 percent. Given the reasonable limits and lack of concern over the company's past use of this authority, a vote in favor of this resolution is recommended. 6 Authorize Board to Ratify and For For Mgmt Execute Approved Resolutions 7 Approve Minutes of Meeting For For Mgmt 05/31/06 - A Tullow Oil PLC G91235104 None 138,552 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Final Dividend of 3 Pence For For Mgmt Per Ordinary Share 3 Approve Remuneration Report For For Mgmt 4 Elect Paul McDade as Director For For Mgmt 5 Re-elect Tom Hickey as Director For For Mgmt 6 Re-elect Matthew O'Donoghue as For For Mgmt Director 7 Re-elect Rohan Courtney as For Against Mgmt Director Rohan Courtney is Chairman of the Audit Committee and a member of the Remuneration Committee, both Committees that should be wholly independent, and also holds the position of Senior Independent Director. Consequently, we recommend that shareholders vote against his re-election. 8 Reappoint Deloitte & Touche LLP For For Mgmt as Auditors and Authorise the Board to Determine Their Remuneration 9 Authorise Issue of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 3,241,632 10 Adopt New Articles of Association For For Mgmt 04/28/06 - A Tv Azteca Sa De Cv P9423F109 None 146,987 Only A Shares Have Voting Rights; Only Holders of CPOs Who Are Mexican Nationals May Vote 1 Accept Report of Management Board For Against Mgmt for Fiscal Year Ended 12-31-05 Because the company failed to provide the details of this resolution and because allegations of questionable corporate governance practices have yet to be resolved, we cannot approve this resolution as we cannot assess whether this proposal is in shareholders' best interest. 2 Accept Report of Supervisory For Against Mgmt Board Related to Management Board Activities for Fiscal Year Ended 12-31-05 See Item 1. 3 Accept Financial Statements and For Against Mgmt Statutory Reports for Fiscal Year Ended 12-31-05 See Item 1. 4 Approve Allocation of Income for For For Mgmt Fiscal Year Ended 12-31-05 5 Approve Dividend of MXN 0.005155 For For Mgmt Per Class D-A and Class D-L Shares 6 Set Aggregate Nominal Amount of For For Mgmt Share Repurchase Reserve 7 Elect Directors, Secretary, and For Against Mgmt Supervisory Board Member We prefer greater disclosure with respect to board composition and individual directors, including their affiliations and share ownership. Given the allegations of questionable corporate governance practices at the company, a lack of disclosure regarding the board nominees and their proposed remuneration, as well as bundled elections, we recommend voting against these routine director election and compensation proposals. 8 Approve Remuneration of For Against Mgmt Directors, Secretary, and Supervisory Board Member See Item 7. 9 Designate Inspector or For For Mgmt Shareholder Representative(s) of Minutes of Meeting 02/28/06 - A U-Shin Ltd. *6985* J98328107 11/30/05 2,588 1 Approve Allocation of Retained For For Mgmt Earnings, Including the Following Dividends: Interim JY 4, Final JY 4, Special JY 0 06/16/06 - S U-Shin Ltd. *6985* J98328107 04/29/06 2,588 1 Elect Directors For For Mgmt 2 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 09/21/05 - A/S Ubisoft Entertainment F9396N106 None 1,085 (Formerly UBI Soft Entertainment) Ordinary Business 1 Approve Financial Statements and For Mgmt Discharge Directors 2 Approve Allocation of Income and For Mgmt Omission of Dividends 3 Approve Standard Accounting For Mgmt Transfer 4 Approve Accounting Transfer from For Mgmt Special Long-Term Capital Gains Account to Ordinary Reserve Account 5 Accept Consolidated Financial For Mgmt Statements and Statutory Reports 6 Approve Special Auditors' Report For Mgmt Regarding Related-Party Transactions 7 Approve Remuneration of Directors For Mgmt in the Aggregate Amount of EUR 40,000 8 Authorize Repurchase of Up to Ten For Mgmt Percent of Issued Share Capital 9 Authorize Filing of Required For Mgmt Documents/Other Formalities Special Business 10 Approve Capital Increase Reserved For Mgmt for Employees Participating in Savings-Related Share Purchase Plan 11 Approve Stock Option Plan Grants For Mgmt 12 Approve Capital Increase Reserved For Mgmt for Employees of Foreign Subsidiaries Participating in Savings-Related Share Purchase Plan 13 Authorize Capital Increase of up For Mgmt to 10 Percent of Issued Capital for Future Acquisitions 14 Approve Reduction in Share For Mgmt Capital via Cancellation of Repurchased Shares 15 Authorize Filing of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/19/06 - A UBS AG H8920M855 None 33,481 1 Accept Financial Statements and For Mgmt Statutory Reports 2 Approve Allocation of Income and For Mgmt Dividends of CHF 3.20 per Share 3 Approve Discharge of Board and For Mgmt Senior Management 4 Elect Directors For Mgmt 4.3 Ratify Ernst & Young Ltd. as For Mgmt Auditors 4.4 Ratify BDO Visura as Special For Mgmt Auditors 5.1 Approve CHF 29.7 Million For Mgmt Reduction in Share Capital via Cancellation of Repurchased Shares 5.2 Authorize Repurchase of Issued For Mgmt Share Capital 5.3 Approve Reduction in Share For Mgmt Capital via Capital Repayment of CHF 0.60 per Share 5.4 Approve 2:1 Stock Split For Mgmt 5.5.1 Amend Articles to Reflect Changes For Mgmt in Capital 5.5.2 Amend Articles Re: Capital For Mgmt Holding Requirement for Submitting Shareholder Proposals 6 Approve Creation of CHF 15 For Mgmt Million Pool of Capital without Preemptive Rights to Service Existing Stock Option Plan Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/29/06 - A UFJ Nicos Co. Ltd. (formerly J9400P101 03/31/06 9,637 Nippon Shinpan) *8583* 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends on Ordinary Shares: Interim JY 0, Final JY 4, Special JY 0 The payout ratio is 13 percent based on either parent-only or consolidated earnings. The income allocation does not include bonuses to directors or statutory auditors. 2 Amend Articles to: Authorize For Against Mgmt Board to Determine Income Allocation - Decrease Authorized Preferred Share Capital - Update Terminology to Match that of New Corporate Law - Limit Liability of Directors and Statutory Auditors First, the board is seeking to decrease its authorized preferred share capital from 2.01 billion to 1.86 billion shares to reflect the conversion of preferred shares into ordinary shares during the fiscal year under review. Next, the company seeks the authority to impose limits on the legal liability of directors and internal auditors, and of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. The also company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote, and to prohibit the submission of shareholder proposals related to these subjects. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 6, 8 and 9 are insiders, while Candidate 7 is an outside director candidate. Candidates 8 and 9 are both new to the board, while the remaining nominees are incumbent directors seeking reappointment. Following this meeting, there will be one outsider on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For Candidate 7 has been designated as an outside director. ISS considers him to be an affiliated outsider, as he is an executive of parent company Bank of Tokyo-Mitsubishi UFJ. 3.8 Elect Director --- For 3.9 Elect Director --- For 4.1 Appoint Internal Statutory Auditor For For Mgmt Candidate 1 is not designated by the company as independent, and we have no reason to oppose his nomination. 4.2 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor (candidate 2) -- a former executive of parent company Bank of Tokyo-Mitsubishi UFJ with a 69 percent stake in the company -- cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 4.3 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor (candidate 3) cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. He is a former executive of Mitsubishi UFJ Financial Group, which is the ultimate parent company of Bank of Tokyo-Mitsubishi UFJ. 4.4 Appoint Internal Statutory Auditor For For Mgmt The nominee for independent auditor (Candidate 4), an attorney in private practice, passes our test for independence. 4.5 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. Candidate 5 is currently the president of Mitsubishi UFJ Securities, which is another group company of Mitsubishi UFJ Financial Group. 5 Approve Retirement Bonuses for For For Mgmt Directors and Statutory Auditor The company has disclosed the aggregate amount of the payments to the three retiring directors (JY 128 million) and two retiring auditors (JY 4 million). We applaud the disclosure of the aggregate payments, which few Japanese companies do. In this case, the recipients have held executive positions with the company, and we do not oppose this resolution. 04/27/06 - A Ultra Electronics Holdings PLC G9187G103 None 4,490 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Final Dividend of 10.7 For For Mgmt Pence Per Ordinary Share 3 Approve Remuneration Report For For Mgmt 4 Re-elect Andrew Walker as Director For For Mgmt 5 Re-elect Douglas Caster as For For Mgmt Director 6 Re-elect Andy Hamment as Director For For Mgmt 7 Reappoint Deloitte & Touche LLP For For Mgmt as Auditors and Authorise the Board to Determine Their Remuneration 8 Authorise Issue of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 1,120,357 9 Amend Articles of Association Re: For For Mgmt Definition of Adjusted Capital and Reserves 10 Authorise Issue of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 168,053 11 Authorise 3,361,054 Ordinary For For Mgmt Shares for Market Purchase 12 Amend Company's Memorandum and For For Mgmt Articles of Association Re: Indemnification 04/26/06 - A Umicore(frmly Union Miniere B95505119 04/19/06 6,513 S.A.) 1 Receive Directors' Reports on the None Mgmt Financial Statements of the Fiscal Year Ended on 31 Dec. 2005 2 Receive Auditor's Report on the None Mgmt Financial Statements of the Fiscal Year Ended on 31 Dec. 2005 3 Approve the Financial Statements For Mgmt and Allocation of Income 4 Approve Discharge of Directors For Mgmt and Auditors 5 Approve Composition and For Mgmt Remuneration of the Board of Directors 6 Receive Special Report on Stock None Mgmt Options Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/26/06 - S Umicore(frmly Union Miniere B95505119 04/19/06 12,782 S.A.) Special Business 1 Authorize Repurchase of Up to Ten For Mgmt Percent of Issued Share Capital Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/27/06 - A/S Unibail Holding(frmly Unibail) F95094110 None 6,973 Ordinary Business 1 Approve Financial Statements and For Mgmt Statutory Reports 2 Accept Consolidated Financial For Mgmt Statements and Statutory Reports 3 Approve Allocation of Income and For Mgmt Dividends of EUR 4 per Share 4 Approve Special Auditors' Report For Mgmt Regarding Related-Party Transactions 5 Reelect Francois Jaclot as For Mgmt Director 6 Reelect Claude Tendil as Director For Mgmt 7 Elect Guillaume Poitrinal as For Mgmt Director 8 Elect Bernard Michel as Director For Mgmt 9 Authorize Repurchase of Up to Ten For Mgmt Percent of Issued Share Capital Special Business 10 Approve Reduction in Share For Mgmt Capital via Cancellation of Repurchased Shares 11 Approve Stock Option Plans Grants For Mgmt 12 Authorize Filling of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/29/06 - A UNICHARM PETCARE CORP. *2059* J9412H105 03/31/06 2,008 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 5, Final JY 10, Special JY 5 Payout ratio is approximately 15 percent. 2 Amend Articles to: Authorize For Against Mgmt Board to Determine Income Allocation - Change Location of Head Office - Decrease Authorized Capital to Reflect Share Repurchase - Limit Liability of Directors and Statutory Auditors The company seeks the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. However, the company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 5 are all insiders and are being reappointed to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 4.1 Appoint Internal Statutory Auditor For For Mgmt The first nominee is not designated by the company as independent, and we have no reason to oppose his nomination. 4.2 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the second for independent auditor -- a current executive of the company's largest shareholder with a 39.12 percent stake in the company -- cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 5 Approve Retirement Bonus for For For Mgmt Statutory Auditor The retiring auditor has not been classified as independent, and we have no reason to oppose this resolution. 12/15/05 - S Unicredito Italiano SpA (Form T95132105 12/13/05 200,532 .Credito Italiano) Ordinary Business 1 Fix Number of Directors on the For Mgmt Board; Elect Directors for 2006-2008 Period 2 Determine Remuneration of For Mgmt Directors, Members of Executive Committee, Members of the Audit Committee, and Chairman of the Supervisory Committee 3 Authorization to Sell Treasury For Mgmt Shares Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/29/06 - A Unipres Corp. *5949* J9425W107 03/31/06 1,424 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 5, Final JY 5, Special JY 2.5 2 Amend Articles to: Update For For Mgmt Terminology to Match that of New Corporate Law These changes are routine. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For All nominees are insiders. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 4 Appoint Internal Statutory Auditor For For Mgmt The nominee is not designated as independent. 5 Approve Retirement Bonuses for For For Mgmt Director and Statutory Auditor Retirees are both insiders. 6 Approve Executive Stock Option For Against Mgmt Plan for Directors and Statutory Auditors This is an "evergreen" option plan, with maximum dilution of 0.7 percent per year. Total dilution from this plan over a period of several decades -- together with dilution from the previous option plans and the one proposed in Item 7 -- could easily exceed ISS limits. Moreover, the exercise price is set at no premium to market price. 7 Approve Employee Stock Option Plan For Against Mgmt Although this is not an evergreen plan, the 1.7 percent dilution, plus dilution from earlier plans (2.7 percent) and from the director plan in Item 6, could easily exceed ISS guidelines. 05/04/06 - A United Business Media Plc (Fm. G92272122 None 13,854 United News & Media Plc) 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 11 For For Mgmt Pence Per Share 4 Re-elect Geoff Unwin as Director For For Mgmt 5 Re-elect Adair Turner as Director For For Mgmt 6 Reappoint Ernst & Young LLP as For For Mgmt Auditors and Authorise the Board to Determine Their Remuneration 7 Authorise 27,951,956 Ordinary For For Mgmt Shares for Market Purchase 8 Authorise 4,830,923 B Shares for For For Mgmt Market Purchase 9 Authorise Issue of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 28,284,584 10 Authorise Issue of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 4,242,687 11 Approve EU Political For For Mgmt Organisations Donations and Incur EU Political Expenditure up to GBP 50,000 10/13/05 - A United Group Ltd. (formerly Q9313R105 10/11/05 3,273 United Construction Group) *UGL* 1 Elect Directors For For Mgmt 2 Approve Remuneration Report For For Mgmt 3 Approve Grant of 155,000 Options For For Mgmt Under the Employee Share Option Plan 4 Approve Issuance of Shares Under For For Mgmt the United Group Employee Share Option Plan 5 Approve Remuneration of Directors For For Mgmt in the Amount of AUD 1.1 Million 04/19/06 - S United Overseas Land Ltd. V95768103 None 17,142 Special Business 1 Amend Memorandum and Articles Re: For For Mgmt Reflect Amendments to Companies Act 2 Change Company Name from United For For Mgmt Overseas Land Ltd to UOL Group Ltd and Reflect Such Change in the Memorandum and Articles of Association of the Company 04/19/06 - A United Overseas Land Ltd. V95768103 None 17,142 1 Adopt Financial Statements and For For Mgmt Directors' and Auditors' Reports 2 Declare First and Final Dividend For For Mgmt of SGD 0.075 Per Share 3 Approve Directors' Fees of SGD For For Mgmt 245,000 (2004: SGD 230,000) 4 Reelect Wee Cho Yaw as Director For For Mgmt 5 Reelect Lim Kee Ming as Director For For Mgmt 6 Reelect Alan Choe Fook Cheong as For For Mgmt Director 7 Reelect Gwee Lian Kheng as For For Mgmt Director 8 Reelect James Koh Cher Siang as For For Mgmt Director 9 Reelect Low Weng Keong as Director For For Mgmt 10 Reappoint PricewaterhouseCoopers For For Mgmt as Auditors and Authorize Board to Fix Their Remuneration 11 Approve Issuance of Shares and For Against Mgmt Grant of Options Pursuant to the UOL 2000 Share Option Scheme In this case, the percentage of shares available under the company's share option scheme is 15 percent of the issued capital, which is considered an unacceptable level of dilution. This scheme cannot be considered sufficiently well structured to justify a potential dilution level of 15 percent. 12 Approve Issuance of Shares For For Mgmt without Preemptive Rights 05/10/06 - A Univar NV N90311114 05/03/06 1,690 1 Open Meeting None Mgmt 2 Receive Report of Management Board None Mgmt 3 Receive Report of Supervisory None Mgmt Board 4 Approve Financial Statements and For Mgmt Statutory Reports 5 Receive Explanation on Company's None Mgmt Reserves and Dividend Policy 6 Approve Dividends of EUR 0.74 Per For Mgmt Share 7 Approve Discharge of Management For Mgmt Board 8 Approve Discharge of Supervisory For Mgmt Board 9 Reelect John Sharman to For Mgmt Supervisory Board 10 Elect Robert Meuter to For Mgmt Supervisory Board 11 Authorize Repurchase of Up to Ten For Mgmt Percent of Issued Share Capital 12 Approve Incentive Stock Option For Mgmt Plan 13 Other Business (Non-Voting) None Mgmt 14 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/20/06 - A Universal Robina Corp. Y9297P100 03/21/06 335,000 1 Proof of Notice of Meeting and For For Mgmt Existence of a Quorum 2 Approve Minutes of Previous For For Mgmt Shareholder Meeting 3 Approve Annual Report of For For Mgmt Management 4 Elect Directors For For Mgmt 5 Appoint Auditors For For Mgmt 6 Ratify Acts of the Board of For For Mgmt Directors and Management Since the Last Annual Meeting 7 Other Business For Against Mgmt While such requests are usually routine, the potential for the discussion and subsequent approval of items that could be dangerous to minority shareholders is a possibility. Until more detailed information is made available concerning these items, a vote opposing such requests is recommended. 8 Adjournment For For Mgmt 06/29/06 - A Urban Corp. *8868* J9442L100 03/31/06 6,000 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 10, Final JY 10, Special JY 0 The payout ratio is 53 percent based on consolidated earnings, or 65 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize For Against Mgmt Board to Determine Income Allocation - Increase Maximum Number of Directors and Statutory Auditors - Reduce Directors Term in Office - Limit Liability of Non-Executive Directors and Statutory Auditors The company is increasing the maximum number of directors on the board from 10 to 15, in order to strengthen the management structure by speeding up the decision-making process. The company would still have six vacant seats on the board following this meeting. The company also seeks the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. In addition, the company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote and to prohibit the submission of shareholder proposals related to these subjects. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 8 are insiders, while Candidate 9 is an outside director candidate. Candidates 7 to 9 are executives who are new to the board. Following this meeting, there will be 1 outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For Candidate 9, an attorney, has been designated by the company as an outside director. 4 Appoint Internal Statutory Auditor For For Mgmt The nominee for independent auditor meets our criteria for independence. He is an adviser and former president of Toei Co., which is apparently not engaged in a business relationship with Urban. 5 Approve Adjustment to Aggregate For For Mgmt Compensation Ceilings for Directors and Statutory Auditors These increases are being requested, because annual bonuses are now part of the ceiling. The number of directors will be increasing from 7 to 9, and auditors will be increasing from 4 to 5. Because the company has been profitable, we do not oppose this resolution. 6 Approve Executive Stock Option For Against Mgmt Plan The company proposes to grant options over 900,000 shares, 0.39 percent of issued capital, to directors and employees of the company and its subsidiaries, as well as to unidentified outside business partners. Maximum potential dilution from this plan, coupled with dilution from the company's previous option plans, comes to 4.6 percent of issued capital. The exercise period begins two years after the grant date. The exercise price is set at a five percent premium to average closing prices and total dilution falls within ISS guidelines, but because the grant of stock options to non-employees is unlikely to benefit shareholders, we recommend that shareholders oppose this option plan. 05/09/06 - A USG People NV (frmely United N9040V109 05/03/06 1,581 Services Group and Unique International ) 1 Open Meeting None Mgmt 2 Receive Report of Management Board None Mgmt 3 Approve Financial Statements and For Mgmt Statutory Reports 4 Receive Explanation on Company's None Mgmt Reserves and Dividend Policy 5 Approve Allocation of Income and For Mgmt Dividends 6 Approve Discharge of Management For Mgmt Board 7 Approve Discharge of Supervisory For Mgmt Board 8.1 Notification of Appointment of A. None Mgmt Dehaze as COO 8.2 Notification of Appointment of R. None Mgmt Zandbergen as CFO 8.3 Notification of Resignation of None Mgmt A.D. Mulder as Chairman 8.4 Notification of Appointment of R. None Mgmt Icke as President 9.1 Reelect C.J. Brakel as Chairman For Mgmt of the Supervisory Board 9 Elect Supervisory Board Member For Mgmt 9.4 Notification of Resignation of B. None Mgmt de Vries 9 Elect Supervisory Board Member For Mgmt 10 Discussion on Company's Corporate None Mgmt Governance Structure 11 Approve Remuneration Report For Mgmt Containing Remuneration Policy for Management Board Members 12 Approve Remuneration of For Mgmt Supervisory Board 13 Ratify PricewaterhouseCoopers For Mgmt N.V. as Auditors 14 Grant Board Authority to Issue For Mgmt Shares Up To 10 Percent of Issued Capital and Restricting/Excluding Preemptive Rights 15 Authorize Repurchase of Up to Ten For Mgmt Percent of Issued Share Capital 16 Allow Questions None Mgmt 17 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/28/06 - A V Technology Co., Ltd. *7717* J9462G106 03/31/06 5 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 0, Final JY 2500, Special JY 0 The payout ratio is 9 percent based on consolidated earnings, or 11 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. The income allocation does not include bonuses to directors or statutory auditors. 2 Amend Articles to: Limit For For Mgmt Directors' Legal Liability - Update Terminology to Match that of New Corporate Law - Limit Liability of Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. These changes are routine. The company also seeks the authority to impose limits on the legal liability of directors and internal auditors, and of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 3 are all insiders and are being reappointed to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 4 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors Ceiling is to be raised from JY 100 million per year to JY 150 million per year, because annual bonuses are now part of the ceiling. After this meeting, the number of directors will be 3. The new ceiling is not inordinately high, and the company has been profitable. We see no reason to oppose this resolution. 5 Approve Executive Stock Option For For Mgmt Plan for Directors This plan features premium pricing ( 5 percent), maximum dilution of 0.4 percent, and option grants made only to directors of the company. Total maximum potential dilution from this plan, coupled with dilution from the company's other option plans and the plan in item 6, comes to 6.9 percent of issued capital, which falls within ISS guidelines for a growth company such as V Technology. The exercise period begins two years after the grant date. We do not oppose this resolution. 6 Approve Employee xecutive Stock For For Mgmt Option Plan This plan features premium pricing (5 percent), maximum dilution of only 0.4 percent, and options are made to executives and employees of the company and its group companies. Total maximum potential dilution from this plan, coupled with dilution from the company's other option plans and the plan in item 5, comes to 6.9 percent of issued capital, which falls within ISS guidelines for a growth company such as V Technology. The exercise period begins two years after the grant date. We do not oppose this resolution. 06/01/06 - A Vallourec F95922104 None 1,890 Ordinary Business 1 Approve Special Auditors' Report For Mgmt Regarding Related-Party Transactions 2 Approve Financial Statements and For Mgmt Statutory Reports 3 Accept Consolidated Financial For Mgmt Statements and Statutory Reports 4 Approve Allocation of Income and For Mgmt Dividends of EUR 7.20 per Share 5 Ratify Appointment of Heinz-Jorg For Mgmt Fuhrmann as Supervisory Board Member 6 Reelect Patrick Boissier as For Mgmt Supervisory Board Member 7 Reelect Wolfgang Eging as For Mgmt Supervisory Board Member 8 Reelect Heinz-Jorg Fuhrmann as For Mgmt Supervisory Board Member 9 Reelect Denis Gautier-Sauvagnac For Mgmt as Supervisory Board Member 10 Reelect Jean-Paul Parayre as For Mgmt Supervisory Board Member 11 Ratify KPMG as Auditor For Mgmt 12 Ratify Deloitte & Associes as For Mgmt Auditor 13 Ratify SCP Jean-Claude Andre & For Mgmt Autres as Alternate Auditor 14 Ratify BEAS Sarl as Alternate For Mgmt Auditor 15 Approve Remuneration of Directors For Mgmt in the Aggregate Amount of EUR 400,000 16 Authorize Repurchase of Up to Ten For Mgmt Percent of Issued Share Capital Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/01/06 - S Vallourec F95922104 None 1,890 Special Business 1 Approve 1-for-5 Stock Split For Mgmt 2 Amend Articles of Association Re: For Mgmt Shareholding Disclosure Threshold 3 Amend Articles of Association For Mgmt Board Related: Dismissal Procedure of Management Board Members 4 Amend Articles Board Related: For Mgmt Term of Office and Age Limit of Management Board Members 5 Amend Articles Board Related: Age For Mgmt Limit of Supervisory Board Members 6 Create Office of Censor; Amend For Mgmt Articles of Association Accordingly 7 Appoint Arnaud Leenhardt as Censor For Mgmt 8 Amend Articles of Association Re: For Mgmt Location of General Meeting 9 Amend Articles of Association Re: For Mgmt Ordinary General Meetings Quorum 10 Amend Articles of Association Re: For Mgmt Extraordinary General Meetings Quorum 11 Approve Stock Option Plans Grants For Mgmt 12 Authorize Filling of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/29/06 - A Valor Co. Ltd. *9956* J94511102 03/31/06 1,123 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 14, Final JY 14, Special JY 0 The payout ratio is 44 percent based on consolidated earnings, or 43 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize For Against Mgmt Board to Determine Income Allocation - Expand Business Lines - Increase Authorized Capital - Decrease Maximum Board Size - Limit Rights of Odd-lot Holders The company seeks to increase its authorized share capital from 56.4 million to 112.8 million shares, an increase of 100 percent. However, the proposed increase reflects a 1-to-2 stock split which took place after the fiscal year under review ends. Accordingly, this is routin. The company also seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 11 are all insiders. Candidates 10 and 11 are executives who are new to the board. Following this meeting, there will be no outside directors on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 3.11 Elect Director --- For 11/17/05 - S VEIDEKKE R9590N107 None 591 1 Open Meeting and Registration of None None Mgmt Shareholders 2 Elect Chairman of Meeting; For For Mgmt Designate Inspector or Shareholder Representative of Minutes of Meeting 3 Approve Notice of Meeting and For For Mgmt Agenda 4 Approve Dividends of NOK 12 Per For For Mgmt Share 05/08/06 - A VEIDEKKE R9590N107 None 1,072 1 Open Meeting None None Mgmt 2 Elect Chairman of Meeting; For For Mgmt Designate Inspector or Shareholder Representative(s) of Minutes of Meeting 3 Approve Notice of Meeting and For For Mgmt Agenda 4 Approve Financial Statements and For For Mgmt Statutory Reports 5 Approve Allocation of Income and For For Mgmt Dividends of NOK 10 per Share 6 Approve Remuneration of Auditors For For Mgmt in the Amount of NOK 800,000 7 Reelect Helge Andresen, Jan For For Mgmt Knutsen, and Erik Must as Members of Nominating Committee; Elect Olaug Svarva as New Member 8 Approve Remuneration of Directors For For Mgmt in the Amount of NOK 285,000 for Chairman, NOK 130,000 for Other Board Members, and NOK 30,000 for Committee Work 9 Reelect Kari Gjesteby and Martin For For Mgmt Maeland as Directors; Elect Jette Knudsen as New Director; Reelect Terje Venold and Arne Giske as Deputy Members 10 Approve Creation of NOK 7 Million For For Mgmt Pool of Capital without Preemptive Rights 11 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital 02/07/06 - A Victrex PLC G9358Y107 None 282 1 Approve Remuneration Report For For Mgmt 2 Accept Financial Statements and For For Mgmt Statutory Reports 3 Approve Final Dividend of 9.3 For For Mgmt Pence Per Share 4 Re-elect Charles Irving-Swift as For For Mgmt Director 5 Re-elect Tim Walker as Director For For Mgmt 6 Reappoint KPMG Audit Plc as For For Mgmt Auditors and Authorise the Board to Determine Their Remuneration 7 Authorise Issue of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 287,586 8 Authorise Issue of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 40,620 9 Authorise 8,124,137 Ordinary For For Mgmt Shares for Market Purchase 04/28/06 - A/S VIVAX SA P9802C123 None 6,835 Annual Meeting Agenda Ordinary Business 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Allocation of Income and For For Mgmt Dividends 3 Approve Remuneration of Directors For For Mgmt 4 Elect Directors to Fill Vacancies For For Mgmt Special Meeting Agenda 5 Amend Article 5 to Increase in For For Mgmt Capital from BRL 419 Million to BRL 478 Million through the Issuance of 2.4 Million Common Shares and 4.8 Million Preferred Shares This item seeks approval to amend article 5 of the company's bylaws resulting from the increase in capital as approved by the board on Feb. 6, 2006, through the issuance of 2.4 million common shares and 4.8 million preferred shares. The total dilution that shareholders will absorb is 6.5 percent, or 4.27 percent for common shares and 8.8 percent for preferred shares. Taking a worst case approach, if the issuance was not carried out with preemptive rights, we still would approve the request as the potential dilution meets our guidelines for issuance request without preemptive rights. 6 Consolidate Bylaws For Against Mgmt This item is to consolidate the company's bylaws, however, it is unclear whether the consolidation will entail the amendment in item 5 or any other amendments. Because we do not know what amendments are being proposed we do not think it is in shareholder's interest to vote for this resolution. 01/26/06 - A Vodafone Egypt Ltd M9760T103 01/23/06 1,326 1 Approve Dividends For Mgmt 2 Authorize Board to Sign Documents For Mgmt Concerning Company's Final Selling Contracts Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/05/06 - A Wajax Income Fund *WJX.U* 930787106 03/20/06 1,202 1 Elect Edward M. Barrett, Robert For For Mgmt P. Dexter, Ivan E.H. Duvar, Paul E. Gagne, Valerie A.A. Nielsen, Frank C. Sobey and Donald J. Taylor as Trustees 2 Approve KPMG LLP as Auditors and For For Mgmt Authorize Board to Fix Remuneration of Auditors 10/28/05 - A Wattyl Ltd. *WYL* Q95597102 10/26/05 7,424 1 Receive Financial Statements and None None Mgmt Statutory Reports 2 Approve Remuneration Report For For Mgmt 3 Elect Patricia Akopiantz as For For Mgmt Director 05/08/06 - A/S Western Lakota Energy Services 95852P103 03/20/06 5,449 Inc. *WLE* 1 Elect Directors Elson J. For For Mgmt McDougald, Daryl K. Seaman, Donald K. Seaman, Thomas A. Cumming, Gary W. Ring, Henry R. Lawrie, S. Robert Blair and Victor S. Buffalo 2 Ratify Deloitte & Touche LLP as For For Mgmt Auditors and Authorize Board to Fix Remuneration of Auditors 3 Amend Incentive Stock Option Plan For Against Mgmt Vote Recommendation The total cost of the company's plans of 6.50 percent is above the allowable cap for this company of 4.94 percent. While we welcome the introduction of the limit on non-executive director participation in the plan, based on the size of the company, we consider the 1% limit to be high and thus, barely acceptable. However, given that its cost is above the company specific cap we are forced to oppose this resolution. 12/15/05 - A Westpac Banking Corp. (Wbc) Q97417101 12/13/05 42,755 *WBC* 1 Receive Financial Statements and None None Mgmt Statutory Reports 2a Elect Leonard Andrew Davis as For For Mgmt Director 2b Elect David Alexander Crawford as For For Mgmt Director 3 Amend Constitution Re: Minimum For For Mgmt Number of Directors 4 Adopt Remuneration Report For For Mgmt 02/02/06 - S Wheelock Properties Y95738111 None 2,871 (Singapore) Limited (frmly Marco Polo De 1 Declare Special Interim Dividend For For Mgmt of SGD 2.0625 (Gross) or SGD 1.65 (Net) Per Share 2 Approve Rights Issue of For For Mgmt Approximately 797.7 Million New Shares on the Basis of Two Rights Shares for Every One Existing Share in the Company 11/18/05 - S Wilh. Wilhelmsen ASA R98978100 None 1,555 1 Approve Notice of Meeting and For For Mgmt Agenda 2 Designate Inspector or For For Mgmt Shareholder Representative of Minutes of Meeting 3 Receive Information on Company's For For Mgmt Status 4 Approve Dividends of NOK 4 Per For For Mgmt Share 04/27/06 - A Wing Hang Bank Ltd Y9588K109 04/21/06 8,000 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Final Dividend For For Mgmt 3a Reelect Ambrose H C Lau as For For Mgmt Director 3b Reelect Frank J Wang as Director For For Mgmt 3c Reelect Michael Y S Fung as For For Mgmt Director 4 Authorize Board to Fix For For Mgmt Remuneration of Directors 5 Reappoint KPMG as Auditors and For For Mgmt Authorize Board to Fix Their Remuneration 6 Approve Issuance of Equity or For Against Mgmt Equity-Linked Securities without Preemptive Rights As the share issuance amount is subject to abuse by Hong Kong companies, in the absence of language restricting both discounts and the authority to refresh the share issuance amounts without prior shareholder approval, a vote against is recommended. 7 Authorize Repurchase of Up to 10 For For Mgmt Percent of Issued Share Capital 8 Authorize Reissuance of For For Mgmt Repurchased Shares 10/13/05 - A Wing Tai Holdings V97973107 None 13,103 1 Adopt Financial Statements and For For Mgmt Directors' and Auditors' Reports 2 Declare First and Final Dividend For For Mgmt 3 Approve Directors' Fees for the For For Mgmt Financial Year Ended June 30, 2005 4 Reelect Edmund Cheng Wai Wing as For For Mgmt Director 5 Reelect Cheng Man Tak as Director For For Mgmt 6 Reelect Tan Sri Dato' Mohamed For For Mgmt Noordin bin Hassan as Director 7 Reappoint PricewaterhouseCoopers For For Mgmt as Auditors and Authorize Board to Fix Their Remuneration 8 Reelect Phua Bah Lee as Director For For Mgmt 9 Reelect Lee Han Yang as Director For For Mgmt 10 Approve Issuance of Shares For For Mgmt without Preemptive Rights 11 Approve Issuance of Shares and For Against Mgmt Grant of Options Pursuant to the Wing Tai Hldgs. Ltd. (2001) Share Option Scheme In this case, the percentage of shares available under the company's share option scheme is 15 percent of the issued capital, which is considered an unacceptable level of dilution. This scheme cannot be considered sufficiently well structured to justify a potential dilution level of 15 percent. 10/13/05 - S Wing Tai Holdings V97973107 None 13,103 1 Authorize Share Repurchase Program For For Mgmt 02/16/06 - S Wolfson Microelectronics plc G97272101 None 112,298 1 Approve the Wolfson For Against Mgmt Microelectronics 2006 Performance Share Plan 2 Approve the Wolfson For For Mgmt Microelectronics 2006 Executive Shared Ownership Plan 04/26/06 - A Wolfson Microelectronics plc G97272101 None 118,707 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Remuneration Report For For Mgmt On 10th March 2006, all four Executive Directors were granted contingent share awards with a face value representing 26 percent of salary. RREV recommended that shareholders vote against the adoption of this Performance Share Plan because of the lack of information surrounding the performance targets. We note that 69.6 percent of votes cast were in favour of the adoption of the plan compared to 83 percent for the ExSOP, which RREV supported. However, we are not recommending a vote against the remuneration report at this time as we recognise that the PSP has only been recently approved by shareholders at its EGM held on 16 February 2006. 3 Re-elect Barry Rose as Director For For Mgmt 4 Reappoint KPMG Audit plc as For For Mgmt Auditors of the Company 5 Authorize Board to Fix For For Mgmt Remuneration of Auditors 6 Approve Increase in Authorized For For Mgmt Capital from GBP 125,000 to GBP 135,000 We do not consider this to be contentious. 7 Authorise Issue of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 13,907 8 Authorise Issue of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 5,674 9 Authorise 11,349,502 Ordinary For For Mgmt Shares for Market Purchase 10 Amend Articles of Association Re: For For Mgmt Appointment of Proxies Electronically and the Disposal of Treasury Shares These amendments are not contentious. 11/17/05 - A Wolseley PLC G97278108 None 77,361 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 17.6 For For Mgmt Pence Per Ordinary Share 4 Elect Robert Marchbank as Director For For Mgmt 5 Re-elect Robert Walker as Director For For Mgmt 6 Re-elect Stephen Webster as For For Mgmt Director 7 Re-elect John Whybrow as Director For For Mgmt 8 Reappoint PricewaterhouseCoopers For For Mgmt LLP as Auditors of the Company 9 Authorise Board to Fix For For Mgmt Remuneration of the Auditors 10 Authorise Issue of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 50,000,000 11 Authorise Issue of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 7,401,875 12 Authorise 59,215,005 Ordinary For For Mgmt Shares for Market Purchase 13 Authorise the Company to Make EU For For Mgmt Political Organisation Donations and Incur EU Political Expenditure up to GBP 125,000 04/26/06 - A Wolters Kluwer Nv N9643A114 04/19/06 7,473 1 Open Meeting None Mgmt 2a Receive Report of Management Board None Mgmt 2b Receive Report of Supervisory None Mgmt Board 3a Approve Financial Statements and For Mgmt Statutory Report 3b Approve Dividends of EUR 0.55 Per For Mgmt Share in Cash or in the Form of Ordinary Shares 4a Approve Discharge of Management For Mgmt Board 4b Approve Discharge of Supervisory For Mgmt Board 5 Amend Articles Re: Terminate the For Mgmt Administration of Shares 6a Reelect A. Baan to Supervisory For Mgmt Board 6b Elect S.B. James to Supervisory For Mgmt Board 7a Grant Board Authority to Issue For Mgmt Shares Up To 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger 7b Authorize Board to Exclude For Mgmt Preemptive Rights from Issuance Under Item 7a 8 Authorize Repurchase of Up to Ten For Mgmt Percent of Issued Share Capital 9 Proposal that English be For Mgmt Designated as the Official Language of the Annual Report and the Financial Statements 10 Other Business (Non-Voting) None Mgmt 11 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 01/20/06 - A Wolverhampton & Dudley G97336120 None 29,865 Breweries PLC 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Final Dividend of 25.66 For For Mgmt Pence Per Share 3 Re-elect Derek Andrew as Director For For Mgmt 4 Re-elect Lord Hodgson as Director For For Mgmt 5 Re-elect Peter Lipscomb as For For Mgmt Director 6 Reappoint PricewaterhouseCoopers For For Mgmt LLP as Auditors and Authorise the Board to Determine Their Remuneration 7 Approve Remuneration Report For For Mgmt As in last year's analysis, we criticised the lack of disclosure and encouraged the Company to improve transparency in future reports. This year, we are disappointed to note that the Company has again not disclosed: (i) the maximum participation limit under the ESOS 2004; and (ii) the specific reasons for the above inflation salary increases, which ranged from 7.5% to 10%. Having contacted the Company, we understand that the basic salaries were increased to the median level identified in a benchmarking exercise provided by Deloitte. This explanation is consistent with the comparators shown for the CEO's salary in the Inbucon chart contained within this report. 8 Authorise Issue of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 7,604,235 9 Authorise Issue of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 1,140,635 10 Authorise 11,591,948 Ordinary For For Mgmt Shares for Market Purchase 11/25/05 - A Woolworths Ltd. *WOW* Q98418108 11/23/05 68,066 1 Receive Financial Statements and For For Mgmt Statutory Reports 2 Adopt Remuneration Report For For Mgmt 3a Elect Leon Michael L'Huillier as For For Mgmt Director 3b Elect Roderick Sheldon Deane as For For Mgmt Director 4 Approve Remuneration of Directors For Against Mgmt in the Amount of AUD 1.75 Million Based on the reasons mentioned, we recommend shareholders oppose this item. 03/24/06 - A Woongjin Thinkbig Co. (frmly Y9694Y100 12/31/05 8,800 WoongJin.Com Co.) 1 Approve Appropriation of Income For For Mgmt and Dividend of KRW 245 Per Share Proposed dividend is KRW 245, which corresponds to a payout ratio of 15 percent, down from 44 percent the previous year, due to a net income decline year over year. Although the payout ratio is especially low by Korean standards, given that the company's net income increased by 344 percent year over year and that the company increased its dividend from KRW 150 the previous year to KRW 245, we do not oppose this income allocation and dividend proposal. 2 Amend Articles of Incorporation For For Mgmt to Require a Quarter of Directors to be Independent Non-Executive Directors The amendment would change some texts in accordance with Korea laws. The second amendment would require at least a quarter of directors on the board to be independent non-executive directors. We have no reason to oppose this resolution. 3 Elect Directors For For Mgmt The six executive director nominees are Yoon Suk-Gum, the representative director & the largest shareholder of the company and the chairman of Woongjin Group; Kim Jun-Hee, the representative director of the company; Park Ik-Soon, the head of the Woongjin Educational & Cultural Center of the company; Seo Young-Taek, the head of the Business Implementation Department of the company; Shin Seung-Chul, the head of the Education Business Department of the company; and Yoon Suk-Byum, the head of Woongjin School of the company. None of the nominees has engaged in any disclosable transaction with the company within the last three years. The number of directors remains unchanged at eight, of whom two are independent non-executive directors. 4 Approve Limit on Remuneration of For For Mgmt Directors Proposed limit for 2006 is KRW 1.2 billion, up from KRW 900 million in 2005. Although last year's actual payout was not disclosed, a total of KRW 66 million was paid for two independent non-executive directors. The level of directors' fees is usually not problematic among Korean companies. We see no reason to oppose this resolution. 5 Approve Limit on Remuneration of For For Mgmt Auditor The ceiling for one auditor for 2006 will be unchanged at KRW 250 million. Last year's actual payout was not disclosed. The number of auditors is decreasing from two to one. 03/28/06 - A Woori Finance Holdings Co. Y9695X119 12/31/05 7,040 1 Approve Appropriation of Income For For Mgmt and Dividend of KRW 400 Per Share 2 Elect Members of Audit Committee For For Mgmt 3 Approve Limit on Remuneration of For For Mgmt Directors 05/03/06 - A WSP Group PLC G98105102 None 1,435 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 4 Pence For For Mgmt Per Share 4 Re-elect Christopher Stephens as For For Mgmt Director 5 Elect Stuart McLachlan as Director For For Mgmt 6 Elect Marisa Cassoni as Director For For Mgmt 7 Elect Mark Rollins as Director For For Mgmt 8 Elect Ernest Sheavills as Director For For Mgmt 9 Reappoint PricewaterhouseCoopers For For Mgmt LLP as Auditors of the Company 10 Authorise Board to Fix For For Mgmt Remuneration of Auditors 11 Approve Increase in Authorised For For Mgmt Capital to GBP 5,000,000 12 Authorise Issue of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 1,000,000 13 Authorise Issue of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 151,375 14 Authorise 6,054,994 Ordinary For For Mgmt Shares for Market Purchase 15 Approve WSP Performance Share For For Mgmt Plan 2006 04/20/06 - S XSTRATA PLC G9826T102 None 35,210 1 Approve Acquisition of One Third For For Mgmt of Cerrejon Subject to the Conditions of the Acquisition Agreement 05/09/06 - A XSTRATA PLC G9826T102 None 35,210 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Final Dividend of 25 US For For Mgmt Cents Per Ordinary Share 3 Approve Remuneration Report For For Mgmt 4 Re-elect Ivan Glasenberg as For For Mgmt Director 5 Re-elect Robert MacDonnell as For For Mgmt Director 6 Re-elect Frederik Roux as Director For For Mgmt 7 Re-elect Santiago Zaldumbide as For For Mgmt Director 8 Reappoint Ernst & Young LLP as For For Mgmt Auditors and Authorise the Board to Determine Their Remuneration 9 Authorise Issue of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 108,477,815 10 Authorise Issue of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 16,271,672 06/30/06 - S XSTRATA PLC G9826T102 None 35,210 1 Approve Acquisition by Xstrata For For Mgmt Canada Inc. of any and all of the Issued, to be Issued and Outstanding Falconbridge Shares 2 Approve Increase in Authorised For For Mgmt Capital from USD 437,500,000.50 to USD 7,554,974,199 3 Authorise Issue of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 7,000,000,000 (Equity Bridge Facility); Otherwise up to USD 117,474,198.50 4 Authorise Issue of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 17,621,129 06/29/06 - A Yamada Denki Co. *9831* J95534103 03/31/06 29,800 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 0, Final JY 25, Special JY 0 The payout ratio is 6 percent based on consolidated earnings, or 7 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. Despite a JY 4 increase in the annual dividend, the payout ratio did not improve over the previous year's level. However, the company has been using its retained earnings to fuel rapid growth in both sales revenues and profits. Yamada Denki has stated that it plans to continue to retain cash in order to open new stores in the future, renovate existing stores, and develop its personnel. We do not object to the retention of cash at this stage of the company's development, although we will consider recommending a vote against income allocation in the future if the payout ratio does not improve. 2 Amend Articles to: Increase For Against Mgmt Authorized Capital - Limit Rights of Odd-Lot Holders - Update Terminology to Match that of New Corporate Law The most significant change would allow Yamada to increase authorized share capital from 120 million to 370 million shares, an increase of 208 percent. Yamada currently has 94.057 million shares outstanding, or 25.4 percent of the new authorization. Japanese law requires companies to maintain at least 25 percent of their authorized capital outstanding. This increase is being requested not with any specific issuance planned, but simply to maintain the maximum buffer of unissued shares legally allowed. Shareholders in Japan do not routinely enjoy preemptive rights over share issuances, which could lead to significant dilution for existing shareholders if large issuances are made to third parties. There are some limitations against the use of third-party issuances in takeover situations, but not in normal business transactions. However, Japanese companies have seldom carried out large-scale third-party issuances unless they are in serious financial trouble. Nearly all Japanese companies which increase authorized capital seek to take full advantage of the law, and set authorized capital at or close to four times their currently issued capital. As long as the company did not have a history of dilutive third-party issuances, we treated such requests as routine in the past, even though ISS global guidelines normally call for increases in authorized capital of no more than 100 percent at a time, and for at least 30 percent of authorized capital to be outstanding at any given time. However, our previous support for increases in authorized capital that leave companies with as little as 25 percent of authorized capital on issue was premised on companies not using the share issuance authority as a means of preventing a takeover bid. In light of the introduction of poison pills and other anti-takeover measures in Japan, and given Japanese companies' demonstrated willingness to take advantage of whatever such measures are available to them, we can no longer be confident that increases in authorized capital will not be abused. Accordingly, we no longer have any reason to make a blanket exception to standard ISS guidelines. Yamada Denki has not disclosed any information about its plans for future share issuances, and has only used boilerplate language stating that the increase in authorized capital is to "prepare for future expansion in the scale of operations." In our view, this is insufficient to justify making an exception in this case. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For The nominees are all insiders. Candidates 12-14 are new to the board. The overall size is increasing from 13 to 14. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 3.11 Elect Director --- For 3.12 Elect Director --- For 3.13 Elect Director --- For 3.14 Elect Director --- For 4 Appoint Internal Statutory Auditor For For Mgmt The nominee is not designated as independent. 5 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors The 29 percent increase is intended to accomodate the increase in the number of directors, and the fact that annual bonuses will henceforth be included under this ceiling rather than included in the annual income allocation. 6 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Statutory Auditors The 13 percent increase is intended to reflect the fact that annual bonuses will henceforth be included under this ceiling rather than included in the annual income allocation. 7 Approve Retirement Bonuses for For For Mgmt Directors and Statutory Auditors The nominees have held executive positions with the company. 03/10/06 - A Youngone Corp. Y98573101 12/31/05 28,190 1 Approve Appropriation of Income For For Mgmt and Dividends of KRW 100 Per Share Proposed dividend is KRW 100, which corresponds to a payout ratio of 18 percent, up from 14 percent the previous year. The payout ratio is low by Korean standards. Given that the company's net income declined 29 percent year over year, we do not oppose this income allocation and dividend proposal at this time. 2 Elect Directors For For Mgmt There are three executive director nominees and one independent non-executive director nominee. The executive director nominees are Son Chang-Sun, an executive vice president of the company; Son Byung-Hoon, a managing director of the company; and Park Sun-Hwa, a managing director of the company. The independent non-executive director nominee is William E. Ferry, an incumbent director of the company and the vice chairman of Land's End. None of the nominees has engaged in any disclosable transaction with the company within the last three years. The number of directors is decreasing from ten to nine because the number of independent non-executive directors is decreasing from four to three. 3 Approve Limit on Remuneration of For For Mgmt Directors Proposed limit for 2006 is KRW 3 billion, unchanged from 2005. Although last year's actual payout was not disclosed, we see no reason to oppose this resolution. 4 Approve Limit on Remuneration of For For Mgmt Auditor The ceiling for one auditor for 2006 will be unchanged at KRW 120 million. Last year's actual payout was not disclosed. 06/28/06 - S Ytl Corporation Berhad Y98610101 None 105,800 1 Approve Issuance of Up to $300 For For Mgmt Million Nominal Value Five-Year Guaranteed Exchangeable Bonds Convertible into Ordinary Shares of MYR 0.50 Each in YTL Corp Bhd by YTL Corp Finance (Labuan) Ltd 12/08/05 - A YTL Power International Y9861K107 None 264,911 1 Accept Financial Statements and For For Mgmt Statutory Reports for the Financial Year Ended June 30, 2005 2 Approve First and Final Dividend For For Mgmt of 20 Percent Less Malaysian Income Tax the Financial Year Ended June 30, 2005 3 Elect Yeoh Seok Kian as Director For Against Mgmt Under ISS guidelines, the company's shortcomings include: the fact that the chairman of the board is an executive director; the fact that the whole board serves as the remuneration committee due to the lack of a standing one; and the presence of executive directors on the audit and remuneration committees (Yeoh Seok Hong) and on the remuneration committee (Yeoh Tiong Lay, Francis Yeoh Sock Ping, Yeoh Seok Kian, Yeoh Soo Min, Michael Yeoh Sock Siong, Yeoh Soo Keng, Mark Yeoh Seok Kah, and Syed Abdullah Bin Syed Abd. Kadir). Although allowed by the Code, ISS does not approve of executive directors holding positions on audit and remuneration committees. We therefore recommend that shareholders vote against Yeoh Seok Hong, Yeoh Tiong Lay, Yeoh Seok Kian, Michael Yeoh Sock Siong, and Mark Yeoh Seok Kah, as their presence may compromise the independent objective of their respective committees. In the future, ISS will vote against the reelection of Francis Yeoh Sock Ping, Yeoh Soo Min, Yeoh Soo Keng, and Syed Abdullah Bin Syed Abd. Kadir unless they give up their positions on the board committees in favor of independent outsiders and/or unless the board establishes a separate remuneration committee and appoints independent outsiders as members. We will continue to monitor the board's composition and recommend that such directors refrain from joining board committees so that these committees can maximize their independent oversight functions. We will also continue to note any changes or deficiencies in the company's corporate governance practices under our guidelines vis- -vis market requirements. ISS guidelines do not allow for the reelection of directors who have attended less than 75 percent of their company's board and committee meetings for the past year. We believe that, as directors who provide major decisions for the company, they should at least attend the majority of the meetings that the board has called. Concerning the poor attendance records of Francis Yeoh Sock Ping, Md Noordin bin Md Sopiee, Haron Bin Mohd Taib, Yeoh Soo Min, Yeoh Seok Hong, and Yeoh Soo Keng: While we understand the difficulty and expense of attending board and committee meetings, attendance is critical for board members. The purpose of board membership is to represent outside shareholder interests and to monitor the activities of management. Directors cannot satisfy their fiduciary responsibility to shareholders if they do not attend meetings. Francis Yeoh Sock Ping attended only eight out of 11, or 73 percent, of the board and committee meetings. Md Noordin bin Md Sopiee attended only seven out of 11, or 64 percent, of the board and committee meetings. Haron Bin Mohd Taib, Yeoh Seok Hong, and Yeoh Soo Keng attended only four out of six, or 67 percent, of the board meetings. And Yeoh Soo Min attended only three out of six, or 50 percent, of the board meetings held during the year. Due to their inability to attend the majority of meetings, Francis Yeoh Sock Ping, Md Noordin bin Md Sopiee, Yeoh Soo Min, and Yeoh Soo Keng should either resign their position as directors or make a more concerted effort to attend meetings. Haron Bin Mohd Taib and Yeoh Seok Hong have provided no excuse for their poor attendance records. Again, attendance of board and committee meetings is essential for directors to fulfill their obligations to shareholders. Although these are routine board elections, we do not support the candidacy of Haron Bin Mohd Taib and Yeoh Seok Hong, given their poor attendance records at board meetings. Shareholders should note that we recommend voting against Yeoh Seok Hong due to his poor attendance as well as his being an executive director on the board's audit and remuneration committees. 4 Elect Yeoh Seok Hong as Director For Against Mgmt See Item 3. 5 Elect Michael Yeoh Sock Siong as For Against Mgmt Director See Item 3. 6 Elect Mark Yeoh Seok Kah as For Against Mgmt Director See Item 3. 7 Elect Yeoh Tiong Lay as Director For Against Mgmt See Item 3. 8 Elect Yahya Bin Ismail as Director For For Mgmt 9 Elect Haron Bin Mohd Taib as For Against Mgmt Director See Item 3. 10 Approve Remuneration of Directors For For Mgmt in the Amount of MYR 361,694 for the Financial Year Ended June 30, 2005 11 Approve Auditors and Authorize For For Mgmt Board to Fix Their Remuneration 12 Approve Issuance of Equity or For For Mgmt Equity-Linked Securities without Preemptive Rights in Any Amount Up to 10 Percent of Issued Share Capital 13 Authorize Repurchase of Up to 10 For For Mgmt Percent of Issued Share Capital 14 Approve Implementation of For For Mgmt Shareholders' Mandate for Recurrent Related Party Transactions 06/29/06 - A Yuasa Trading Co. Ltd. *8074* J9821L101 03/31/06 28,215 1 Approve Allocation of Income, For For Mgmt with No Dividends The company is not proposing a dividend, despite posting a net profit for the year. The company proposes to carry over the entire amount to the current year, with no allocations to dividends, director bonuses or reserves. We will consider voting against future income allocations, if profits grow and the company does not begin paying dividends. 2 Amend Articles to: Authorize For Against Mgmt Board to Determine Income Allocation - Update Terminology to Match that of New Corporate Law - Limit Rights of Odd-lot Holders - Limit Liability of Directors and Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. First, the company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. Next, the company seeks the authority to impose limits on the legal liability of directors and internal auditors, and of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. Finally, the company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 10 are all insiders. Candidates 9 - 10 are executives who are new to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 4 Appoint Internal Statutory Auditor For For Mgmt The nominee for independent auditor, a licensed tax accountant in private practice, passes our test for independence. 5 Approve Retirement Bonus for For For Mgmt Director The retiring director is an insider, and we have no reason to oppose this resolution. 11/25/05 - A ZINIFEX LTD *ZFX* Q9899H109 11/23/05 143,287 1 Receive Financial Statements and None None Mgmt Statutory Reports 2a Elect Peter Mansell as Director For For Mgmt 2b Elect Dean Pritchard as Director For For Mgmt 3 Adopt the Remuneration Report for For For Mgmt the Year Ended June 30, 2005 4 Appoint KPMG as Auditors For For Mgmt 12/15/05 - A/S Zodiac SA F98947108 None 11,901 Ordinary Business 1 Approve Financial Statements For Mgmt 2 Accept Consolidated Financial For Mgmt Statements and Statutory Reports; Approve Discharge Management and Supervisory Board Members and Auditors 3 Approve Allocation of Income and For Mgmt Dividends of EUR 0.75 per Share 4 Approve Transfer from Long-Term For Mgmt Capital Gains Reserve to Other Reserves 5 Approve Special Auditors' Report For Mgmt Regarding Related-Party Transactions 6 Authorize Repurchase of Up to Ten For Mgmt Percent of Issued Share Capital 7 Reelect Louis Desanges as For Mgmt Supervisory Board Member 8 Reelect Elisabeth Domange as For Mgmt Supervisory Board Member 9 Reelect Marc Schelcher as For Mgmt Supervisory Board Member 10 Reappoint Eura Audit Fideuraf as For Mgmt Alternate Auditor 11 Reappoint Jean Martin as For Mgmt Alternate Auditor 12 Ratify Auditex as Alternate For Mgmt Auditor Special Business 13 Approve Reduction in Share For Mgmt Capital via Cancellation of Repurchased Shares 14 Allow for the Dismissal/Removal For Mgmt of Management Board Members by the Supervisory Board Without Prior Shareholder Approval 15 Amend Articles of Association to For Mgmt Reflect Previous Resolution 16 Authorize Board to Ratify and For Mgmt Execute Approved Resolutions Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/20/06 - A Zurich Financial Services AG H9870Y105 None 8,188 1 Accept Financial Statements and For Mgmt Statutory Reports 2 Approve Allocation of Income and For Mgmt Dividends of CHF 4.60 per Share 3 Approve CHF 345.6 Million For Mgmt Reduction in Share Capital; Approve Capital Repayment of CHF 2.40 per Share 4 Renew Existing Pool of Capital For Mgmt for Further Two Years 5 Amend Articles Re: Board For Mgmt Responsibilities and Board Committees 6 Approve Discharge of Board and For Mgmt Senior Management 7 Elect Directors For Mgmt 7.2 Ratify PricewaterhouseCoopers For Mgmt Ltd. as Auditors Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote.
Fund: Principal Variable Contracts Fund - Equity Growth Fund Sub-Advisor: T.Rowe Price Associates, Inc. Vote Summary Report Jul 01, 2005 - Jun 30, 2006 Principal Variable Contracts Fund, Inc. - Equity Growth Series
Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted ----------------------------------------------------- ------------ ------------- -------------- ----------- ---------- ---------- --------------------------------------------------------------------------------------------------------------------------------- 07/13/05 - A Nextel Communications, Inc. 65332V103 05/20/05 183,500 1 Approve Merger Agreement For For Mgmt 2 Adjourn Meeting For For Mgmt 3 Elect Directors For For Mgmt 4 Ratify Auditors For For Mgmt 5 Approve Omnibus Stock Plan For For Mgmt 07/15/05 - A Dell Inc. *DELL* 24702R101 05/20/05 232,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Against For ShrHoldr Directors 4 Expense Stock Options Against Against ShrHoldr 07/18/05 - A Research In Motion Ltd *RIM* 760975102 05/30/05 35,700 1 Elect Michael Lazardis, James Balsillie, For For Mgmt Douglas Fregin, Kendall Cork, James Estill, John Richardson and Douglas Wright as Directors 2 Approve Ernst & Young LLP as Auditors and For For Mgmt Authorize Board to Fix Remuneration of Auditors 3 Approve Restricted Share Unit Plan For For Mgmt 07/28/05 - A Electronic Arts Inc. *ERTS* 285512109 06/06/05 16,200 1 Elect Directors For Split Mgmt 1.1 Elect Director M. Richard Asher --- For 1.2 Elect Director Leonard S. Coleman --- For 1.3 Elect Director Gary M. Kusin --- For 1.4 Elect Director Gregory B. Maffei --- For 1.5 Elect Director Timothy Mott --- Withhold 1.6 Elect Director Vivek Paul --- For 1.7 Elect Director Robert W. Pittman --- For 1.8 Elect Director Lawrence F. Probst III --- For 1.9 Elect Director Linda J. Srere --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Qualified Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 08/04/05 - A Xilinx, Inc. *XLNX* 983919101 06/06/05 210,900 1 Elect Directors For For Mgmt 2 Amend Qualified Employee Stock Purchase Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Require a Majority Vote for the Election of Against For ShrHoldr Directors 08/25/05 - A Medtronic, Inc. *MDT* 585055106 07/01/05 97,500 1 Elect Directors For Split Mgmt 1.1 Elect Director Shirley Ann Jackson, Ph.D. --- For 1.2 Elect Director Denise M. O'Leary --- For 1.3 Elect Director Jean-Pierre Rosso --- For 1.4 Elect Director Jack W. Schuler --- Withhold 2 Ratify Auditors For For Mgmt 3 Approve Qualified Employee Stock Purchase For For Mgmt Plan 4 Amend Non-Employee Director Stock Option For For Mgmt Plan 08/26/05 - A Red Hat, Inc. *RHAT* 756577102 06/27/05 172,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 10/10/05 - A Oracle Corp. *ORCL* 68389X105 08/15/05 347,300 1 Elect Directors For Split Mgmt 1.1 Elect Director Jeffrey O. Henley --- For 1.2 Elect Director Lawrence J. Ellison --- For 1.3 Elect Director Donald L. Lucas --- For 1.4 Elect Director Michael J. Boskin --- For 1.5 Elect Director Jack F. Kemp --- For 1.6 Elect Director Jeffrey S. Berg --- For 1.7 Elect Director Safra A. Catz --- For 1.8 Elect Director Hector Garcia-Molina --- For 1.9 Elect Director Joseph A. Grundfest --- For 1.10 Elect Director H. Raymond Bingham --- Withhold 1.11 Elect Director Charles E. Phillips, Jr. --- For 2 Approve Executive Incentive Bonus Plan For For Mgmt 3 Ratify Auditors For For Mgmt 10/24/05 - S Nextel Partners, Inc. 65333F107 09/09/05 238,700 1 Approve Exercise of Put Right For For Mgmt 2 Adjourn Meeting For For Mgmt 11/02/05 - A Harman International Industries, Inc. 413086109 09/08/05 18,600 *HAR* 1 Elect Directors For For Mgmt 11/08/05 - A Automatic Data Processing, Inc. *ADP* 053015103 09/09/05 78,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 11/09/05 - A Microsoft Corp. *MSFT* 594918104 09/09/05 408,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 11/10/05 - A * Maxim Integrated Products, Inc. 57772K101 09/28/05 108,000 *MXIM* 1 Elect Directors For Split Mgmt 1.1 Elect Director James R. Bergman --- Withhold 1.2 Elect Director Michael J. Byrd --- For 1.3 Elect Director Peter de Roeth --- For 1.4 Elect Director John F. Gifford --- For 1.5 Elect Director B. Kipling Hagopian --- For 1.6 Elect Director A.R. Frank Wazzan --- For 2 Amend Omnibus Stock Plan For Against Mgmt 3 Amend Qualified Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 11/11/05 - A SYSCO Corporation *SYY* 871829107 09/13/05 141,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt 4 Approve Stock/Cash Award to Executive For For Mgmt 5 Approve Non-Employee Director Omnibus Stock For For Mgmt Plan 01/04/06 - S TD Ameritrade Holdings Corp. *AMTD* 03074K100 11/16/05 221,100 1 Issue Shares in Connection with an For For Mgmt Acquisition 2 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt 3 Amend Articles/Bylaws/Charter to Include For For Mgmt Antitakeover Provision(s) 4 Increase Authorized Common Stock For For Mgmt 5 Eliminate Right to Act by Written Consent For For Mgmt 6 Approve Increase in Size of Board For For Mgmt 7 Amend Nomination Procedures for the Board For For Mgmt 8 Approve A Position Which Allocates For For Mgmt Corporate Opportunities 9 Amend Omnibus Stock Plan For For Mgmt 10 Amend Non-Employee Director Omnibus Stock For For Mgmt Plan 11 Adjourn Meeting For For Mgmt 01/11/06 - A * Walgreen Co. *WAG* 931422109 11/14/05 82,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Stock Option Plan For For Mgmt 01/17/06 - A Monsanto Co. *MON* 61166W101 11/18/05 50,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 4 Report on Political Contributions Against Against ShrHoldr 5 Separate Chairman and CEO Positions Against Against ShrHoldr 01/26/06 - A Franklin Resources, Inc. *BEN* 354613101 11/30/05 35,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 02/01/06 - A ACCENTURE LTD placeBERMUDA *ACN* G1150G111 12/05/05 181,000 Meeting for Holders of ADRs 1 APPOINTMENT OF THE FOLLOWING NOMINEE TO THE For For Mgmt BOARD OF DIRECTORS: DINA DUBLON 2 APPOINTMENT OF THE FOLLOWING NOMINEE TO THE For For Mgmt BOARD OF DIRECTORS: WILLIAM D. GREEN 3 Ratify Auditors For For Mgmt 02/08/06 - A Starbucks Corp. *SBUX* 855244109 12/01/05 30,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt 03/07/06 - A International Game Technology *IGT* 459902102 01/09/06 149,200 1 Elect Directors For Split Mgmt 1.1 Elect Director Neil Barsky --- Withhold 1.2 Elect Director Robert A. Bittman --- For 1.3 Elect Director Richard R. Burt --- For 1.4 Elect Director Leslie S. Heisz --- For 1.5 Elect Director Robert A. Mathewson --- For 1.6 Elect Director Thomas J. Matthews --- For 1.7 Elect Director Robert Miller --- For 1.8 Elect Director Frederick B. Rentschler --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Qualified Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 03/09/06 - A TD Ameritrade Holdings Corp. *AMTD* 03074K100 01/26/06 199,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Other Business For Against Mgmt 03/14/06 - A Analog Devices, Inc. *ADI* 032654105 01/13/06 187,700 1 Elect Directors For Split Mgmt 1.1 Elect Director James A. Champy --- Withhold 1.2 Elect Director Kenton J. Sicchitano --- For 1.3 Elect Director Lester C. Thurow --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Require a Majority Vote for the Election of Against For ShrHoldr Directors 04/12/06 - A Schlumberger Ltd. *SLB* 806857108 03/01/06 21,700 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 ADOPTION AND APPROVAL OF FINANCIALS AND For For Mgmt DIVIDENDS 3 ADOPTION OF AMENDMENT TO THE ARTICLES OF For For Mgmt INCORPORATION 4 APPROVAL OF AMENDMENT AND RESTATEMENT OF For For Mgmt THE SCHLUMBERGER 2005 STOCK OPTION PLAN 5 APPROVAL OF INDEPENDENT REGISTERED PUBLIC For For Mgmt ACCOUNTING FIRM 04/19/06 - A State Street Corp. (Boston) 857477103 02/24/06 127,200 *STT* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Amend Executive Incentive Bonus Plan For For Mgmt 5 Submit Shareholder Rights Plan (Poison Against For ShrHoldr Pill) to Shareholder Vote 04/20/06 - A Carnival Corp. *CCL* 143658300 02/21/06 87,100 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 TO AUTHORIZE THE AUDIT COMMITTEE OF For For Mgmt CARNIVAL PLC TO AGREE TO THE REMUNERATION OF THE INDEPENDENT AUDITORS. 4 TO RECEIVE THE ACCOUNTS AND REPORTS FOR For For Mgmt CARNIVAL PLC FOR THE FINANCIAL YEAR ENDED NOVEMBER 30, 2005. 5 TO APPROVE THE DIRECTORS REMUNERATION For For Mgmt REPORT OF CARNIVAL PLC. 6 TO APPROVE LIMITS ON THE AUTHORITY TO ALLOT For For Mgmt SHARES BY CARNIVAL PLC. 7 TO APPROVE THE DISAPPLICATION OF For For Mgmt PRE-EMPTION RIGHTS FOR CARNIVAL PLC. 8 TO APPROVE A GENERAL AUTHORITY FOR CARNIVAL For For Mgmt PLC TO BUY BACK CARNIVAL PLC ORDINARY SHARES IN THE OPEN MARKET. 04/20/06 - A Genentech, Inc. *DNA* 368710406 02/22/06 48,300 1 Elect Directors For Split Mgmt 1.1 Elect Director Herbert W. Boyer --- Withhold 1.2 Elect Director William M. Burns --- Withhold 1.3 Elect Director Erich Hunziker --- Withhold 1.4 Elect Director Jonathan K.C. Knowles --- Withhold 1.5 Elect Director Arthur D. Levinson --- Withhold 1.6 Elect Director Debra L. Reed --- For 1.7 Elect Director Charles A. Sanders --- For 2 Amend Qualified Employee Stock Purchase Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/26/06 - A General Electric Co. *GE* 369604103 02/27/06 394,500 1 Elect Directors For Split Mgmt 1.1 Elect Director James I. Cash, Jr. --- For 1.2 Elect Director Sir William M. Castell --- For 1.3 Elect Director Ann M. Fudge --- For 1.4 Elect Director Claudio X. Gonzalez --- Withhold 1.5 Elect Director Jeffrey R. Immelt --- For 1.6 Elect Director Andrea Jung --- For 1.7 Elect Director Alan G. Lafley --- For 1.8 Elect addressStreetDirector Robert W. Lane --- For 1.9 Elect Director Ralph S. Larsen --- For 1.10 Elect Director Rochelle B. Lazarus --- For 1.11 Elect Director Sam Nunn --- For 1.12 Elect Director Roger S. Penske --- For 1.13 Elect Director Robert J. Swieringa --- For 1.14 Elect Director Douglas A. Warner, III --- For 1.15 Elect Director Robert C. Wright --- For 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Voting Against Against ShrHoldr 4 Adopt Policy on Overboarded Directors Against For ShrHoldr 5 Company-Specific -- One Director from the Against Against ShrHoldr Ranks of the Retirees 6 Separate Chairman and CEO Positions Against Against ShrHoldr 7 Require a Majority Vote for the Election of Against Against ShrHoldr Directors 8 Report on Environmental Policies Against Against ShrHoldr 04/26/06 - A Kohl's Corp. *KSS* 500255104 03/01/06 106,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt 4 Require a Majority Vote for the Election of Against For ShrHoldr Directors 04/27/06 - A Corning Inc. *GLW* 219350105 02/27/06 170,400 1 Elect Directors For For Mgmt 2 Amend Qualified Employee Stock Purchase Plan For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 4 Approve Non-Employee Director Omnibus Stock For For Mgmt Plan 5 Ratify Auditors For For Mgmt 6 Declassify the Board of Directors Against For ShrHoldr 04/27/06 - A Humana Inc. *HUM* 444859102 03/06/06 69,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 05/02/06 - A * Alcon Inc. *ACL* H01301102 03/23/06 11,900 Meeting for Holders of ADRs 1 APPROVAL OF THE 2005 ANNUAL REPORT AND For For Mgmt ACCOUNTS OF ALCON, INC. AND THE 2005 CONSOLIDATED FINANCIAL STATEMENTS OF ALCON, INC. AND SUBSIDIARIES 2 APPROPRIATION OF AVAILABLE EARNINGS AND For For Mgmt PROPOSED DIVIDEND TO SHAREHOLDERS FOR THE FINANCIAL YEAR 2005 3 DISCHARGE OF THE MEMBERS OF THE BOARD OF For For Mgmt DIRECTORS FOR THE FINANCIAL YEAR 2005 4 ELECTION OF KPMG KLYNVELD PEAT MARWICK For For Mgmt GOERDELER SA, ZURICH, AS GROUP AND PARENT COMPANY AUDITORS 5 ELECTION OF ZENSOR REVISIONS AG, ZUG, AS For For Mgmt SPECIAL AUDITORS 6 ELECTION TO THE BOARD OF DIRECTORS OF PHIL For For Mgmt GEIER 7 ELECTION TO THE BOARD OF DIRECTORS OF PAUL For For Mgmt POLMAN 8 ELECTION TO THE BOARD OF DIRECTORS OF JOE For For Mgmt WELLER 9 APPROVAL OF SHARE CANCELLATION For For Mgmt 05/02/06 - A Danaher Corp. *DHR* 235851102 03/06/06 118,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/02/06 - A * UnitedHealth Group Incorporated 91324P102 03/21/06 167,200 *UNH* 1 Elect Directors For Split Mgmt 1.1 Elect Director James A. Johnson --- For 1.2 Elect Director Douglas W. Leatherdale --- For 1.3 Elect Director William W. McGuire, M.D. --- For 1.4 Elect Director Mary O. Mundinger, Ph.D. --- Withhold 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Against For ShrHoldr Directors 05/03/06 - A General Dynamics Corp. *GD* 369550108 03/10/06 27,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Against For ShrHoldr Directors 4 Disqualification of Directors Who Fail to Against For ShrHoldr Receive Majority Vote 5 Separate Chairman and CEO Positions Against For ShrHoldr 6 Report Political Contributions Against For ShrHoldr 7 Sustainability Report Against Against ShrHoldr 05/03/06 - A Wynn Resorts Ltd *WYNN* 983134107 03/31/06 3,700 1 Elect Directors For For Mgmt 05/04/06 - A E.W. Scripps Co. (The) *SSP* 811054204 03/10/06 56,100 1 Elect Directors For For Mgmt 05/04/06 - A EMC Corp. *EMC* 268648102 03/06/06 320,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Against For ShrHoldr Directors 4 Performance-Based and/or Time-Based Equity Against For ShrHoldr Awards 5 Declassify the Board of Directors Against For ShrHoldr 6 Limit Composition of Committee(s) to Against Against ShrHoldr Independent Directors 05/09/06 - A NAVTEQ Corporation *NVT* 63936L100 03/17/06 66,700 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 05/10/06 - A Amgen, Inc. *AMGN* 031162100 03/13/06 59,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Stock Retention Against Against ShrHoldr 4 Link Executive Compensation to Social Issues Against Against ShrHoldr 5 Submit Shareholder Rights Plan (Poison Against For ShrHoldr Pill) to Shareholder Vote 6 Develop an Animal Welfare Policy Against Against ShrHoldr 7 Require a Majority Vote for the Election of Against For ShrHoldr Directors 8 Report on Political Contributions For For ShrHoldr 05/10/06 - A Caremark Rx, Inc. *CMX* 141705103 03/31/06 91,100 1 Elect Directors For For Mgmt 2 Report Policies For Political Contributions Against For ShrHoldr 05/10/06 - A Gilead Sciences, Inc. *GILD* 375558103 03/22/06 55,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Approve Executive Incentive Bonus Plan For For Mgmt 5 Increase Authorized Common Stock For For Mgmt 6 Report on Impact of HIV/AIDS, TB, and Against Against ShrHoldr Malaria Pandemics 05/10/06 - A St. Jude Medical, Inc. *STJ* 790849103 03/13/06 61,100 1 Elect Directors For For Mgmt 2 Approve Stock Option Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/11/06 - A Google Inc *GOOG* 38259P508 03/17/06 13,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For Against Mgmt 4 Company-Specific-Recapitalization Plan Against For ShrHoldr 05/11/06 - A Transocean Inc. *RIG* G90078109 03/20/06 36,900 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 APPROVAL OF THE APPOINTMENT OF ERNST & For For Mgmt YOUNG LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006. 05/17/06 - A Intel Corp. *INTC* 458140100 03/20/06 206,400 1 Elect Director Craig R. Barrett For For Mgmt 2 Elect Director Charlene Barshefsky For For Mgmt 3 Elect Director E. John P. Browne For For Mgmt 4 Elect Director D. James Guzy For For Mgmt 5 Elect Director Reed E. Hundt For For Mgmt 6 Elect Director Paul S. Otellini For For Mgmt 7 Elect Director James D. Plummer For For Mgmt 8 Elect Director David S. Pottruck For For Mgmt 9 Elect Director Jane E. Shaw For For Mgmt 10 Elect Director John L. Thornton For For Mgmt 11 Elect Director David B. Yoffie For For Mgmt 12 Rescind Fair Price Provision For For Mgmt 13 Amend Articles/Bylaws/Repeal Supermajority For For Mgmt Vote 14 Ratify Auditors For For Mgmt 15 Approve Omnibus Stock Plan For For Mgmt 16 Approve Qualified Employee Stock Purchase For For Mgmt Plan 05/17/06 - A Southwest Airlines Co. *LUV* 844741108 03/22/06 291,200 1 Elect Directors For For Mgmt 2 Amend Qualified Employee Stock Purchase Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Adopt Simple Majority Vote Against For ShrHoldr 05/17/06 - A Target Corporation *TGT* 87612E106 03/20/06 44,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report Political Contributions/Activities Against Against ShrHoldr 05/18/06 - A Juniper Networks, Inc. *JNPR* 48203R104 03/21/06 284,100 1 Elect Directors For Split Mgmt 1.1 Elect Director Scott Kriens --- For 1.2 Elect Director Stratton Sclavos --- Withhold 1.3 Elect Director William R. Stensrud --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/18/06 - A SLM Corp. *SLM* 78442P106 03/20/06 101,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/24/06 - A Viacom Inc. *VIA.B* 92553P201 03/31/06 82,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/06 - A E*Trade Financial Corp. *ET* 269246104 04/03/06 180,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/06 - A Lamar Advertising Company *LAMR* 512815101 04/03/06 94,600 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt 05/25/06 - A Yahoo!, Inc. *YHOO* 984332106 03/29/06 127,820 1 Elect Directors For For Mgmt 2 Amend Non-Employee Director Omnibus Stock For For Mgmt Plan 3 Ratify Auditors For For Mgmt 06/02/06 - A Wal-Mart Stores, Inc. *WMT* 931142103 04/05/06 131,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Animal Welfare Standards Against Against ShrHoldr 4 Report on Political Contributions Against For ShrHoldr 5 Require a Majority Vote for the Election of Against For ShrHoldr Directors 6 Prepare a Sustainability Report Against Against ShrHoldr 7 Report on Pay Disparity Against Against ShrHoldr 8 Report on Stock Option Distribution by Race Against Against ShrHoldr and Gender 06/09/06 - A Marvell Technology Group Ltd *MRVL* G5876H105 04/12/06 68,800 Meeting for Holders of ADRs 1 Elect Directors For Split Mgmt 1.1 Elect Director Sehat Sutardja, Ph.D. --- Withhold 1.2 Elect Director Weili Dai --- Withhold 1.3 Elect Director Pantas Sutardja, Ph.D. --- For 1.4 Elect Director Arturo Krueger --- For 2 TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS For For Mgmt THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND TO AUTHORIZE THE AUDIT COMMITTEE TO FIX THEIR REMUNERATION FOR THE 2007 FISCAL YEAR ENDING JANUARY 27, 2007. 3 TO APPROVE AN INCREASE TO THE COMPANY S For For Mgmt AUTHORIZED SHARE CAPITAL. 4 TO APPROVE AN AMENDMENT TO THE COMPANY S For Against Mgmt SECOND AMENDED AND RESTATED BYE-LAWS TO AMEND THE PROVISION RELATED TO INDEMNIFICATION OF DIRECTORS AND OFFICERS. 06/22/06 - A Petsmart *PETM* 716768106 04/24/06 91,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt
Fund: Principal Variable Contracts Fund, Inc. - Equity Income Account Sub-Advisor: Principal Global Investors LLC Sub-Sub Advisor: Principal Real Estate Investors LLC
-------------------------------------------------------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Vote Summary Report Jul 01, 2005 - Jun 30, 2006 Prinipal VCF-Equity Income Fund - 5042INTL Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted ------------------- ---------------------------------------- ------------ ------------- --------- ----------- ---------- ---------- ----------------------------------------------------------------------------------------------------------------------------------- 05/04/06 - A ABB Ltd. H0010V101 None 5,254 1 Share Re-registration Consent For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/28/06 - A Abbott Laboratories *ABT* 002824100 03/01/06 11,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Performance-Based Equity Awards Against For ShrHoldr In conclusion, the company's annual and long-term incentive programs do not sufficiently meet the proponent's requirements of pay-for-superior performance standards. Therefore, ISS supports this shareholder proposal. 4 Report on Political Contributions Against Against ShrHoldr In the case of Abbott Laboratories, ISS notes that the company briefly discusses laws and general policy related to political contributions in its Code of Business Conduct. While this information does not go into detail on the company's overarching business rationale for its contributions, it does disclose that the Legal Division of the company is responsible for oversight and approval of all such contributions. Moreover, the company has committed to including information on its corporate contributions in its annual report. ISS will evaluate the scope and content of the company's disclosure in its next annual report and may consider supporting a similar resolution in the future if the information provided does not provide shareholders with sufficient insight into the company's policies. However, based on information available in the company's Code of Business Conduct regarding the oversight of its political contributions, and Abbott Laboratories' commitment to include disclosure on this topic in its next annual report, ISS does not believe support for the resolution is necessary at this time. 5 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. ISS believes that separating the role of Chair and CEO may help Abbott Laboratories address challenges that face the company on many levels, including pharmaceutical pricing, by encouraging management accountability to shareholders for the establishment of long-term policies that protect and grow shareholder value. 04/27/06 - A Abn Amro Holding Nv N0030P459 04/20/06 5,356 1 Approve Minutes of Previous Meeting None Mgmt 2 Receive Report of Management Board None Mgmt 3a Approve Financial Statements and Statutory For Mgmt Reports 3b Approve Dividends of EUR 1.10 Per Share For Mgmt 3c Approve Discharge of Management Board For Mgmt 3d Approve Discharge of Supervisory Board For Mgmt 4 Approve Remuneration Report Containing For Mgmt Remuneration Policy for Management Board Members 5 Approve Amendments to Remuneration of For Mgmt Supervisory Board 6 Approve Company's Corporate Governance For Mgmt Structure 7a Elect G.J. Kramer to Supervisory Board For Mgmt 7b Elect G. Randa to Supervisory Board For Mgmt 7c Reelect A.C. Martinez to Supervisory Board For Mgmt 8 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 9a Grant Board Authority to Issue Ordinary For Mgmt Shares, Convertible Preference Shares and Preference Financing Shares Up To 20 Percent of Issued Capital 9b Authorize Board to Exclude Preemptive For Mgmt Rights from Issuance Under Item 9a 10 Any Other Business (Non-Voting) None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 03/24/06 - A ACTA HOLDING R0388P107 None 85,000 1 Open Meeting None None Mgmt 2 Elect Chairman of Meeting For For Mgmt 3 Approve Notice of Meeting and Agenda For For Mgmt 4 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 5 Approve Financial Statements, Allocation For For Mgmt of Income and Dividends of NOK 2 per Share 6 Approve Remuneration of Directors in the For For Mgmt Amount of NOK 250,000 for Chairman and NOK 150,000 for Other Board Members 7 Approve Remuneration of Auditors in the For For Mgmt Amount of NOK 99,000 8 Reelect Stein Aukner and Petter Berge as For For Mgmt Directors; Elect Nina Lie and Karla Smith as New Directors 9 Approve Creation of NOK 4.5 Million Pool For For Mgmt of Capital without Preemptive Rights 05/18/06 - A ADMIRAL GROUP PLC G0110T106 None 4,582 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 14.9 Pence Per For For Mgmt Ordinary Share 4 Re-elect Henry Engelhardt as Director For For Mgmt 5 Re-elect Manfred Aldag as Director For For Mgmt 6 Reappoint KPMG Audit Plc as Auditors and For For Mgmt Authorise the Board to Determine Their Remuneration 7 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 86,000 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 13,000 9 Authorise 13,000,000 Ordinary Shares for For For Mgmt Market Purchase 05/22/06 - A/S AGF (Assurances Generales de France) F14868180 None 1,562 Ordinary Business 1 Approve Financial Statements and Statutory For Mgmt Reports 2 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 3 Approve Allocation of Income and Dividends For Mgmt of EUR 3.60 per Share 4 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 5 Approve Discharge of Board and President For Mgmt 6 Ratify Appointment of Joachim Faber as For Mgmt Director 7 Reelect Joachim Faber as Director For Mgmt 8 Reelect Andre Levy-Lang as Director For Mgmt 9 Reelect Dominique Ferrero as Director For Mgmt 10 Reelect Diethart Breipohl as Director For Mgmt 11 Reelect Antoine Jeancourt-Galignani as For Mgmt Director 12 Elect Klaus Luft as Director For Mgmt 13 Elect Robert Hudry as Director For Mgmt 14 Ratify SCP Jean-Claude Andre et Autres as For Mgmt Alternate Auditor 15 Ratify Picarle et Associes as Alternate For Mgmt Auditor 16 Approve Remuneration of Directors in the For Mgmt Aggregate Amount of EUR 374,400 17 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital Special Business 18 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares 19 Authorize Filling of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 03/22/06 - A AKER YARDS ASA R0145T103 None 2,198 1 Open Meeting and Recording of Shareholders None None Mgmt Represented At Meeting 2 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 3 Approve Notice of Meeting and Agenda For For Mgmt 4 Receive Presentation of Business Activities None None Mgmt 5 Approve Financial Statements and Statutory For For Mgmt Reports; Approve Allocation of Income and Dividends of NOK 15.50 Per Share 6 Approve Remuneration of Directors in the For For Mgmt Amount of NOK 325,000 for Chairman, NOK 275,000 for Vice Chairman, and NOK 225,000 for Other Board Members 7 Approve Remuneration of Nominating For For Mgmt Committee in the Amount of NOK 10,000 Per Member 8 Approve Remuneration of Auditors For For Mgmt 9 Reelect Leif-Arne Langoey, Svein For For Mgmt Sivertsen, Rebekka Glasser, Yngve Haagensen, Ole Melberg, and Martinus Brandal as Directors; Elect Carola Teir-Lehtinen as New Director 10 Reelect Members of Nominating Committee For For Mgmt (Kjell Inge Roekke [Chairman], Rune Bjerke, and Gerhard Heiberg) While ISS prefers that all key committees be composed of nonexecutive board members who are accountable to all shareholders, we recognize that it is market practice in Norway to have non-board members serving on nominating committees. We therefore support proposals to elect nominating committees consisting of board members as well as non-board members, but we advocate disclosure of the names of the proposed candidates for the committee in the meeting notice. At this meeting, because of a lack of controversy regarding the Nominating Committee in the past, we recommend a vote in favor of this proposal. 11 Approve NOK 3 Billion Transfer From Share For For Mgmt Premium Account to Unrestricted Shareholders' Equity Under this item, the board is asking for shareholder approval to reduce Exense's share premium account by NOK 3 billion ($445.1 million). This amount will be transferred to unrestricted shareholders' equity. The company explains that the transfer is being made to supply the company with a more adequate capital structure. This proposal is occasionally seen at general meetings of Scandinavian companies. The transfer is usually undertaken either to adjust the statutory reserve to a certain percentage of the share capital, as required by domestic law, or to achieve a more efficient allocation of funds at the company. Since the transferred funds may not be used without shareholder approval, we see no reason to oppose this proposal. 12 Approve Creation of NOK 200 Million Pool For Against Mgmt of Capital without Preemptive Rights This is a general capital request; that is, the company is seeking the authority to issue shares for no specific purpose. Our guidelines allow for general capital increases without preemptive rights to a maximum of 20 percent of the existing outstanding share capital; this amount is generally more than adequate for unforeseen contingencies. Under this issuance, the potential dilution amounts to 48.5 percent of the capital. The issuance also includes the power of attorney in the event of anti-takeover situations as stipulated in Section 5-15 of the Oslo Stock Exchange Act. ISS opposes all forms of anti-takeover mechanisms, as they limit shareholder value by eliminating the takeover or control premium for the company. When faced with the possibility of a take-over situation, ISS believes shareholders should be able to decide what is in their own best interest. Due to potential excessive dilution of 48.5 percent and the possibility to use the capital from this issuance for anti-takeover measures, ISS recommends a vote against this proposal. 13 Authorize Repurchase of Shares Up to For For Mgmt Aggregate Nominal Value of NOK 40 Million Some shareholders object to corporations repurchasing shares. They prefer to see extra cash invested in new businesses or paid out as dividends. We believe that when timed correctly, corporate stock repurchases are a legitimate use of corporate funds and can add to long-term shareholder returns. For this reason, we recommend a vote in favor of the board's proposal. 14 Consent to Amended Bond Agreement With For Against Mgmt Respect to Convertible Loan of NOK 236 Million Under this item, the board asks shareholders to approve an amended bond agreement with respect to a convertible loan of NOK 236 million ($35 million). On Sept. 21, 2004, the board entered into an agreement with Aker ASA with regard to raising a convertible loan with a nominal value of NOK 236 million. Following this agreement, the bonds have been sold and Aker ASA is no longer the owner of any of the bonds. Thus, the board has found it appropriate to make some amendments regarding the conversion terms to the loan agreement with the current owner of the bonds (HBK Master Fund L.P). Pursuant to the new agreement, the conversion rate will now be NOK 111.4 ($16.5) which corresponds to the present rate conversion rate of NOK 126.3 ($18.7) with the addition of 250,000 shares. The additional 250,000 shares are rendered as compensation because the conversion will take place prior to the scheduled time. In total, up to 2.1 million shares may be converted, representing a dilution of about 10.3 percent of the share capital. When the bonds were issued on Sept. 21, 2004, the Aker Yards share was trading at NOK 99 ($14.7). Since the fall of 2004, the company's share has soared in value. Today, the share trades at NOK 397 ($58.9). Thus, allowing a conversion rate of NOK 111.4 represents a significant conversion discount. Given that bonds may be converted at a large discount, the number of shares to be converted has increased by 250,000, and the bonds may be converted earlier than stated in the original terms of the bonds, we believe this amended bond agreement would not be favorable to existing Aker Yards shareholders. Due to these reasons, ISS recommends a vote against this item. 06/09/06 - S Allco Finance Group Limited (formerly Q80508114 06/07/06 11,363 Record Investments Lim 1 Approve the Acquisition of Allco Finance For For Mgmt and Allco UK Together with the Joint Venture Interests, from the Allco Shareholders and the Issuance of 86.87 Million New Record Shares as Consideration for the Acquisition 2 Approve the Provision of Financial For For Mgmt Benefits to Allco Shareholders 3 Authorize the Acquisition by the Company For For Mgmt of a Relevant Interest in 124.91 Million Record Shares 4 Approve Issuance of Shares Under the For For Mgmt Executive Options and Rights Plan 5 Approve Issuance of Shares Under the All For For Mgmt Employee Share Plan 6 Approve Issuance of Shares Under the For For Mgmt Deferred Share Purchase Plan 7 Approve Issuance of Shares to For For Mgmt Non-executive Directors Under and on the Terms of the Non-executive Director Share Plan 8 Authorize the Board to Increase the For Against Mgmt Maximum Aggregate Remuneration Payable to the Non-executive Directors by A$800,000, from A$700,000 to A$1.5 Million Per Annum A vote against this item is warranted because of the following reasons:- The increase to the fee cap sought is more than 100 percent.- The number of directors to be remunerated under the cap will only increase from three to four as a result of the merger.- No information has been disclosed on the proposed level of fees to individual directors after the merger. 9 Approve the Change of Company's Name to For For Mgmt Allco Finance Group Ltd 04/18/06 - A Alpha Bank (formerly Alpha Credit Bank X1687N119 None 2,141 ) 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Approve Discharge of Board and Auditors For Mgmt 3 Approve Auditors and Authorize Board to For Mgmt Fix Their Remuneration 4 Approve Remuneration of Directors For Mgmt 5 Approve Accounting Treatment of Absorption For Mgmt of Delta Singular SA 6 Approve Discharge of Board and Auditors of For Mgmt Delta Singular SA 7 Authorize Share Repurchase Program For Mgmt 8 Issue and Allocate New Shares Following For Mgmt Capitalization of Reserves and Decrease of Par Value; Amend Articles Accordingly 9 Amend Articles Re: Codification For Mgmt 10 Allow Board to Issue 100 Percent of the For Mgmt Issued Capital Without the Preapproval of the General Meeting 11 Elect Independent Directors For Mgmt 12 Approve Stock Option Plan and Amend the For Mgmt Present One 13 Authorize Board and Managers of the For Mgmt Company to Participate in Boards and Management of Similar Companies Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/02/06 - S Alpha Bank (formerly Alpha Credit Bank X1687N119 None 2,141 ) 1 Amend Articles and Codification For Mgmt 2 Allow Board to Issue 100 Percent of the For Mgmt Issued Capital without the Preapproval of the General Meeting 3 Approve Stock Option Plan and Amend For Mgmt Existing One Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/06/06 - S Alpha Bank (formerly Alpha Credit Bank X1687N119 None 2,997 ) 1 Amend Articles and Codification For Against Mgmt 2 Allow Board to Issue 100 Percent of the For Against Mgmt Issued Capital without the Preapproval of the General Meeting 3 Approve Stock Option Plan and Amend For Against Mgmt Existing One 04/27/06 - A Altria Group, Inc. *MO* 02209S103 03/06/06 22,712 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Separate Chairman and CEO Positions Against Against ShrHoldr We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO position. 4 Adopt ILO Standards Against Against ShrHoldr In this case, Altria operates in certain markets that increase the company's exposure to human rights violations. However, ISS notes that the company has established a formal code of conduct that specifically references certain issues related to workplace human rights. Furthermore, Altria discusses its belief that employees should have the right to join, or refrain from joining, trade unions and to bargain collectively, and commits to dealing fairly and directly with representatives of these organizations. The disclosure also briefly discusses information about the company's compliance mechanisms for vendors and suppliers. Finally, the company does not appear to be the subject of any recent, significant fines or litigation related to its international labor rights policies. Therefore, ISS does not believe that the adoption of an additional code of conduct is necessary at this time. As such we recommend that shareholders vote against this resolution. 5 Inform African Americans of Health Risks Against Against ShrHoldr Associated with Menthol Cigarettes We specifically question the impact that undertaking a campaign to warn African Americans of health risks associated with menthol cigarettes will have on shareholder value. Information regarding the health impacts of smoking is available to all interested parties on the company website and through other media campaigns. Furthermore, ISS agrees with the company that public health agencies would be a better venue for addressing these issues, as they can ensure that appropriate information based on sound research is consistently communicated to the public. As such, we do not recommend shareholder support for this resolution. 6 Establish Fire Safety Standards for Against Against ShrHoldr Cigarettes ISS believes that certain issues such as increased product warnings on the health risks, or fire safety standards associated with cigarettes are generally better addressed by legislators and public health agencies rather than individual companies. Unilaterally adopting new fire safety standards could negatively affect the company's competitive advantage, and may not meet the needs of potential future legislation in other states should such legislation arise. Therefore, ISS recommends that shareholders vote against this proposal 7 Adopt Animal Welfare Policy Against Against ShrHoldr In this case, ISS notes that Altria has committed to compliance with applicable guidelines on animal welfare, and that the company's position does not appear inconsistent with industry standards. Moreover, the company has received accreditation from AAALAC for the testing conducted by Philip Morris Research Laboratories. Finally, establishing new policies on animal welfare, monitoring the compliance of external animal testing facilities, and reporting this information to shareholders may not provide enough meaningful information to shareholders to offset the cost and burden to the company of complying with this proposal. As such, we do not recommend shareholder support for the resolution. 8 Support Legislation to Reduce Smoking Against Against ShrHoldr Generally speaking, ISS believes that public agencies are the appropriate forum for discussion on tax policies or regulations regarding public smoking. Furthermore, ISS is concerned that taking active positions to support certain issues related to smoking may have a negative impact on the company's business, and questions the short-term and long-term impact on shareholder value that may result from compliance with this proposal. As such, we do not recommend shareholder support for the resolution. 9 Provide Information on Second Hand Smoke Against Against ShrHoldr ISS believes that the government agencies tasked with providing guidance on issues related to public health are the most appropriate venue for discussion on issues of standardized healthcare coding and statistical analysis of this information. Individual surveys adopted and advocated by companies could provide some confusion or inconsistency in diagnosing and coding medical conditions. As such, we do not recommend shareholder support for this resolution. 11/02/05 - S Aluminium of Greece SA X00944136 None 3,900 1 Amend Corporate Purpose Re: Addition of For Mgmt Production and Marketing of Any Form of Energy to Company's Business Objectives 2 Elect Directors For Mgmt 3 Ratify Election of A New Member of the For Mgmt Board; Approve Board's Decisions 4 Decision Re: Share Repurchase Program; For Mgmt Amendment of Article in Case of Cancellation of Repurchased Shares 5 Other Business (Non-Voting) None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 01/16/06 - S Aluminium of Greece SA X00944136 None 4,900 1 Amend Corporate Purpose For Mgmt 2 Elect Directors For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 01/31/06 - S Aluminium of Greece SA X00944136 None 4,900 1 Amend Corporate Purpose For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 02/09/06 - S Aluminium of Greece SA X00944136 None 4,900 1 Authorize Capitalization of Reserves for For Mgmt Increase in Par Value 2 Approve Stock Split and Reduce Par Value For Mgmt 3 Amend Article 5 Re: Changes in Capital For Mgmt 4 Other Business (Non-Voting) None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/16/06 - A Aluminium of Greece SA X00944136 None 2,647 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Approve Dividends For Mgmt 3 Approve Discharge of Board and Auditors For Mgmt 4 Appoint Auditors and Deputy Auditors, For Mgmt Detrmination of Their Remuneration 5 Approve Directors' Remuneration for 2005 For Mgmt and Preapprove Remuneration for 2006 6 Elect Directors in Replacement of For Mgmt Resigning Ones 7 Elect Directors For Mgmt 8 Amend Articles For Mgmt 9 Approval of Share or Profit Distribution For Mgmt to Employees and Approval of Stock Option Plan 10 Authorize Share Repurchase Program For Mgmt 11 Other Business For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/02/06 - S Aluminium of Greece SA X00944136 None 2,647 1 Approval of Share or Profit Distribution For Mgmt to Employees and Approval of Stock Option Plan Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 01/12/06 - S AM NV (frmely Amstelland N.V. N0461R131 01/06/06 8,990 (Formerly NBM Amstelland NV)) 1 Open Meeting None Mgmt 2 Receive Announcements (Non-Voting) None Mgmt 3 Approve Minutes of Previous Meeting For Mgmt 4 Notes on Public Offer by Koninklijke BAM None Mgmt Groep N.V. 5 Approve Sale of All Issued Shares in the For Mgmt Capital of AM Development B.V., Conditional Upon the Offeror Proceeding with the Offer 6 Elect L.C. Brinkman, W. van Vonno, and For Mgmt A.H. van Tooren to Supervisory Board 7 Amend Articles For Mgmt 8 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 9 Authorize All Management Board Members to For Mgmt Represent Company with Regard to All Actions Concerning Public Offer and Sale and Delivery of All Shares in the Capital of AM Development B.V. 10 Allow Questions None Mgmt 11 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/30/06 - A AM NV (frmely Amstelland N.V. N0461R131 05/23/06 10,366 (Formerly NBM Amstelland NV)) 1 Open Meeting None Mgmt 2 Receive Announcements (non-voting) None Mgmt 3 Discuss Minutes of Previous Meeting None Mgmt 4 Receive Report of Management Board None Mgmt 5 Discussion on Company's Corporate None Mgmt Governance Structure 6 Approve Financial Statements and Statutory For Mgmt Reports 7 Receive Explanation on Company's Reserves None Mgmt and Dividend Policy 8 Approve Dividends of EUR 6.00 Per Share For Mgmt 9a Approve Discharge of Management Board For Mgmt 9b Approve Discharge of Supervisory Board For Mgmt 10 Approve Remuneration of Supervisory Board For Mgmt 11a Approve Increase in Size of Management For Mgmt Board 11b Elect R.D.L. van Steeg to Management Board For Mgmt 12 Ratify KPMG Accountants N.V. as Auditors For Mgmt 13 Allow Questions None Mgmt 14 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/11/06 - A AMB Property Corp. *AMB* 00163T109 03/07/06 10,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/06 - A American Capital Strategies, Ltd. 024937104 03/13/06 15,000 *ACAS* 1 Elect Directors For For Mgmt 2 Approve Stock Option Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 4.18 percent is within the allowable cap for this company of 11.88 percent. Additionally, this plan expressly forbids repricing. 3 Approve Executive Incentive Bonus Plan For For Mgmt VI. Vote RecommendationISS recognizes that cash bonus plans such as this one can be an important part of an executive's overall pay package, along with stock-based plans tied to long-term total shareholder returns. Over the long term, stock prices are an excellent indicator of management performance. However, other factors, such as economic conditions and investor reaction to the stock market in general, and certain industries in particular, can greatly impact the company's stock price. As a result, a cash bonus plan can effectively reward individual performance and the achievement of business unit objectives that are independent of short-term market share price fluctuations.The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation.The total cost of the company's plans of 4.21 percent is within the allowable cap for this company of 11.88 percent. 4 Ratify Auditors For For Mgmt 05/18/06 - A Amp Limited *AMP* Q0344G101 05/16/06 15,426 1 Receive the Financial Report of the None None Mgmt Company and the Reports of the Directors and Auditor for the Year Ended Dec. 31, 2005 2 Approve the Capital Return of AUD 0.40 Per For For Mgmt Fully Paid Ordinary Share to Holders of Such Shares on the Record Date Specified by the Company A vote in favor of this resolution is recommended.This resolution includes some investment-related, as well as governance, considerations. As such shareholders should take into account their own individual circumstances (including tax circumstances) before deciding whether to vote in line with our recommendation. Shareholders should also consider: the rationale provided by the company for wanting to return capital to shareholders; the amount of capital to be returned per share held; the impact on the company's liquidity of returning capital to shareholders; and the expected impact on the company's strategy if this resolution were to be defeated. 3 Adopt the Remuneration Report for the Year For For Mgmt Ended Dec. 31, 2005 4a Elect David Clarke as Director For For Mgmt 4b Elect Meredith Hellicar as Director For For Mgmt 5 Authorize the Board to Increase the For For Mgmt Non-executive Directors' Fee Cap by AUD 865,000, from AUD 1.635 Million to AUD 2.5 Million Per Annum A vote in favor of this resolution is recommended.The resolution is not contentious. 04/20/06 - A AmSouth Bancorporation *ASO* 032165102 02/21/06 31,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For Against Mgmt V. Vote RecommendationAlthough the total cost of the company's plans of 7.05 percent is within the allowable cap for this company of 7.45 percent, and the plan expressly forbids repricing, the company's three year average burn rate of 2.82 percent is higher than its four-digit GICS peer group of 2.46 percent. Therefore, the company has failed ISS's three-year average burn rate policy. 4 Report on Political Contributions Against For ShrHoldr 5 Ammend EEO Statement to Prohibit Against For ShrHoldr Discrimination Based on Sexual Orientation 06/20/06 - A Angang New Steel Company Y0132D105 05/19/06 144,000 1 Accept Report of the Board of Directors For For Mgmt 2 Accept Report of the Supervisory Committee For For Mgmt 3 Accept Financial Statements and Statutory For For Mgmt Reports 4 Approve Proposed Profit Distribution Plan For For Mgmt 5 Approve Remuneration of Directors and For For Mgmt Supervisors 6 Approve Auditors for 2006 and Authorize For For Mgmt Board to Fix Their Remuneration 7a Elect Liu Jie as Executive Director For For Mgmt 7b Elect Tang Fuping as Executive Director For For Mgmt 7c Elect Yang Hua as Executive Director For For Mgmt 7d Elect Wang Chunming as Executive Director For For Mgmt 7e Elect Huang Haodong as Executive Director For For Mgmt 7f Elect Lin Daqing as Executive Director For For Mgmt 7g Elect Fu Wei as Executive Director For For Mgmt 7h Elect Fu Jihui as Executive Director For For Mgmt 7i Elect Yu Wanyuan as Non-Executive Director For For Mgmt 7j Elect Wu Xichun as Independent For Against Mgmt Non-Executive Director Due to his affiliation with Angang Holding, this nominee cannot be expected to represent shareholders as an independent non-executive director. In view of this concern, a vote opposing the election of Wu Xichun is recommended. 7k Elect Wang Linsen as Independent For For Mgmt Non-Executive Director 7l Elect Liu Yongze as Independent For For Mgmt Non-Executive Director 7m Elect Francis Li Chak Yan as Independent For For Mgmt Non-Executive Director 7n Elect Wang Xiaobin as Independent For For Mgmt Non-Executive Director 8a Elect Qi Cong as Supervisor For For Mgmt 8b Elect Zhang Lifen as Supervisor For For Mgmt 8c Elect Shan Mingyi as Supervisor For For Mgmt 9 Change Company Name For For Mgmt 10 Amend Articles of Association For For Mgmt 11 Amend Rules of Procedure for the General For For Mgmt Meetings of the Shareholders 12 Amend Rules of Procedure for the Meetings For For Mgmt of the Board of Directors 13 Amend Rules of Procedure for the Meeetings For For Mgmt of the Supervisory Committee 04/25/06 - A Anglo American PLC (formerly Anglo G03764100 None 5,978 Ame. Corp. of S. Africa L 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of USD 0.95 Per For For Mgmt Ordinary Share 3 Elect Peter Woicke as Director For For Mgmt 4 Elect Mamphela Ramphele as Director For For Mgmt 5 Re-elect David Challen as Director For For Mgmt 6 Re-elect Fred Phaswana as Director For For Mgmt 7 Re-elect Sir Mark Moody-Stuart as Director For For Mgmt 8 Reappoint Deloitte & Touche LLP as For For Mgmt Auditors of the Company 9 Authorize Board to Fix Remuneration of For For Mgmt Auditors 10 Approve Remuneration Report For For Mgmt 11 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 248,750,000 12 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 37,250,000 13 Authorise 149,000,000 Ordinary Shares for For For Mgmt Market Purchase 14 Amend Articles of Association Re: Board For For Mgmt Composition 05/19/06 - A Aon Corp. *AOC* 037389103 03/22/06 14,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. ISS supports performance based compensation that qualifies for tax deduction under Section 162 (m). 4 Amend Omnibus Stock Plan For Against Mgmt V. Vote RecommendationWe commend the company for expressly forbidding the repricing of stock options under the plan. However, the company's three year average burn rate of 4.45 percent is higher than its four-digit industry burn rate of 2.56 percent. Therefore, the company has failed ISS's three-year average burn rate policy. Additionally, the total cost of the company's plans of 10.40 percent is above the allowable cap for this company of 6.65 percent. 05/23/06 - A Arbor Realty Trust Inc *ABR* 038923108 04/18/06 22,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/06 - A Archstone Smith Trust *ASN* 039583109 03/27/06 16,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/24/06 - A ASM Pacific Technology Ltd. G0535Q117 04/12/06 31,000 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final and Second Special Dividends For For Mgmt of HK$1.0 Per Share and HK$0.3 Per Share Respectively 3a Reelect Lam See Pong, Patrick as Director For For Mgmt 3b Reelect Fung Shu Kan, Alan as Director For For Mgmt 3c Reelect Arnold J. M. van der Ven as For For Mgmt Director 3d Approve Remuneration of Directors For For Mgmt 4 Reappoint Deloitte Touche Tohmatsu as For For Mgmt Auditors and Authorize Board to Fix Their Remuneration 5 Amend Articles Re: Retirement by Rotation For For Mgmt 04/27/06 - A/S Assicurazioni Generali Spa T05040109 04/24/06 2,984 Ordinary Business 1 Accept Financial Statements and Statutory For Mgmt Reports at Dec. 31, 2005 2 Elect One Director For Mgmt 3 Elect 'Consiglio Generale' (Advisory Body) For Mgmt 4 Elect External Auditors for the Six-Year For Mgmt Term 2006-2011 5 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares Special Business 6 Approve Stock Option Plan for Directors For Mgmt 7 Stock Option Grant; Authorize Board of For Mgmt Directors to Increase Capital in Order to Implement the Stock Option Grant for Employees of Assicurazioni Generali SpA and its Subsidiaries; Amend Art. 8 of Company's Bylaws Accordingly Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/27/06 - A Astrazeneca Plc (Formerly Zeneca Plc) G0593M107 None 1,214 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve First Interim Dividend of USD 0.38 For For Mgmt (21.9 pence, SEK2.99)Per Ordinary Share and to Confirm a Final Dividend of USD 0.92 (51.8 Pence, SEK7.02) Per Ordinary Share 3 Reappoint KPMG Audit Plc as Auditors of For For Mgmt the Company 4 Authorise Board to Fix Remuneration of For For Mgmt Auditors 5a Re-elect Louis Schweitzer as Director For For Mgmt 5b Re-elect Hakan Mogren as Director For For Mgmt 5c Elect David Brennan as Director For For Mgmt 5d Re-elect Jonathan Symonds as Director For For Mgmt 5e Elect John Patterson as Director For For Mgmt 5f Re-elect Sir Peter Bonfield as Director For For Mgmt 5g Re-elect John Buchanan as Director For For Mgmt 5h Re-elect Jane Henney as Director For For Mgmt 5i Re-elect Michele Hooper as Director For For Mgmt 5j Re-elect Joe Jimenez as Director For For Mgmt 5k Re-elect Erna Moller as Director For For Mgmt 5l Re-elect Marcus Wallenberg as Director For For Mgmt 5m Elect Darne Rothwell as Director For For Mgmt 6 Approve Remuneration Report For For Mgmt 7 Approve EU Political Donations and Incur For For Mgmt EU Political Expenditure up to USD 150,000 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 131,364,668 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 19,704,700 10 Authorise Ten Percent of the Company's For For Mgmt Issued Share Capital for Market Purchase 04/28/06 - A AT&T Inc *T* 00206R102 03/01/06 73,106 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 2.84 percent is within the allowable cap for this company of 5.00 percent. 4 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt ISS supports any reduction of a company's voting requirements. We believe that the proposed amendment is in shareholders' best interest as it represents an improvement in the company's corporate governance structure. 5 Report on Political Contributions Against Against ShrHoldr In the case of AT&T, ISS notes that the company does not appear to publish a policy on political contributions that clearly defines business objectives for its contributions, the process for evaluating and overseeing such contributions, or the management of AT&T's political action committees. ISS believes that some aspects of this resolution may be overly restrictive or burdensome; however, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote FOR this resolution. 6 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 7 Report on Pay Disparity Against Against ShrHoldr Therefore, based on our concerns regarding the utility of the proposed report and the changes made to company's compensation, we do not believe that preparation of the requested report would yield meaningful information to shareholders regarding the efficacy of the company's executive compensation policies and practices 8 Non-Employee Director Compensation Against Against ShrHoldr The proponent's concern on excessive CEO compensation is valid in the current environment. Executive compensation is a major concern among shareholders. Lucrative CEO compensation packages, stealth compensation in the form of deferred compensation and supplemental executive retirement plans, poor alignment of pay and performance have led to shareholders' dissatisfaction. The mounting concern is evidenced by the growing number of pay related shareholder proposals and the litigation on executive pay practices. However, the proponent has targeted director's compensation and not CEO's compensation. Unlike CEO's pay, director compensation is generally not pay for performance. Instead, directors receive annual retainer fee, plus additional fees for serving on committees and attending board and committee meetings. To align the interests of directors with shareholders, directors also receive automatic grants of stock options and/or stock awards. Abuse in the area of director compensation appears in isolated cases. Retirement packages, such as pension programs for directors are no longer common among companies. ISS believes the proponent's request to annually seek shareholder approval for every future director compensation package is burdensome and offers little value to shareholders. Furthermore, the proposal does not seek to address the real issue - runaway CEO compensation. 9 Submit Severance Agreement (Change in Against For ShrHoldr Control) to shareholder Vote Top executives of AT&T received approximately $31 million in severance pay when SBC acquired the company. Millions of dollars worth of stock options, restricted shares and performance-based shares also vested earlier than originally intended as a result of the trigger on change in control. ISS notes that the company has recently implemented good executive pay practices by limiting severance payments to no more than 2.99 times base salary and target bonus and eliminating tax gross-ups on severance payments. Furthermore, vesting of equity awards would no longer be accelerated under single trigger (i.e., significant change in company ownership structure) but would only occur under double trigger (i.e., significant change in company ownership structure coupled with loss in employment). However, ISS notes that the company does not have a severance policy in place whereby any amounts exceeding the threshold would require shareholder approval. In light of the previous large severance payments given to AT&T executives, ISS believes this binding shareholder proposal warrants support. Furthermore, the proposal provides some flexibility for the company, whereby the board may seek approval of the shareholder approval after the material terms of the severance agreement have been agreed upon. 10 Adopt Simple Majority Vote Requirement Against Against ShrHoldr ISS supports, where permitted under state law, the application of a simple majority voting requirement for most corporate actions. ISS maintains that a simple majority of voting shares should be sufficient to effect major transactions and changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking initiatives that are in shareholders' best interests. Therefore, we support the general idea of the shareholder proposal. However, management has submitted a proposal to reduce the vote requirement for any issues that can be subject to shareholder vote in the future (see item 4 above). As such, we feel that this proposal is unnecessary in light of the fact that the board has substantially addressed the concerns brought forth in the shareholder proposal. 12/16/05 - A Australia and New Zealand Banking Q09504137 12/14/05 8,770 Group Ltd. (formerly Austr *ANZ* 1 Receive Financial Statements and Statutory None None Mgmt Reports 2 Adopt Remuneration Report For For Mgmt 3a Elect R Deane as Director For For Mgmt 3b Elect D Gonski as Director For For Mgmt 3c Elect C Goode as Director For For Mgmt 4 Amend Constitution For For Mgmt 5 Amend the Director's Access, Insurance and For For Mgmt Indemnity Deed 6 Amend the Non-executive Directors' For For Mgmt Retirement Scheme 7 Approve Remuneration of Directors in the For For Mgmt Amount of AUD 3,000,000 05/17/06 - A AvalonBay Communities, Inc. *AVB* 053484101 03/08/06 7,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/10/06 - A Aviva Plc (formerly CGNU Plc) G0683Q109 None 13,749 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of 17.44 Pence Per For For Mgmt Ordinary Share 3 Elect Mary Francis as Director For For Mgmt 4 Re-elect Richard Harvey as Director For For Mgmt 5 Re-elect Carole Piwnica as Director For For Mgmt 6 Re-elect Philip Scott as Director For For Mgmt 7 Re-elect Patrick Snowball as Director For For Mgmt 8 Re-elect Derek Stevens as Director For For Mgmt 9 Re-elect Andre Villeneuve as Director For For Mgmt 10 Reappoint Ernst & Young LLP as Auditors of For For Mgmt the Company 11 Authorise Board to Fix Remuneration of For For Mgmt Auditors 12 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 150,000,000 13 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 29,000,000 14 Approve Remuneration Report For For Mgmt The Remuneration report is clearly set out and we are not raising any concerns. 15 Approve Inc. in Auth. Cap. from GBP For For Mgmt 1,450,000,000 to GBP 1,950,000,000 and EUR 700,000,000; Auth. Issue of Equity without Pre-emptive Rights up to the New Pref. Shares; and Amend Articles of Association 16 Authorise 239,000,000 Ordinary Shares for For For Mgmt Market Purchase 17 Authorise 100,000,000 8 3/4 Percent For For Mgmt Preference Shares for Market Purchase 18 Authorise 100,000,000 8 3/8 Percent For For Mgmt Preference Shares for Market Purchase 07/28/05 - A AWG Plc ( Formerly Anglian Water Plc) G0688X190 None 5,100 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of 34.3 Pence Per For For Mgmt Ordinary Share 3 Approve Remuneration Report For For Mgmt 4 Elect Scott Longhurst as Director For For Mgmt 5 Reappoint PricewaterhouseCoopers LLP as For For Mgmt Auditors and Authorise the Board to Determine Their Remuneration 6 Approve EU Political Organisation For For Mgmt Donations and to Incur EU Political Expenditure up to GBP 150,000 7 Approve Increase in Authorised Capital For For Mgmt from GBP 1,039,886,230.85 to GBP 1,549,999,999.80 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 9,532,161 9 Authorise 14,369,733 Ordinary Shares for For For Mgmt Market Purchase 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 1,434,550 11 Amend Memorandum of Association Re: For For Mgmt Indemnification of Directors 12 Amend Articles of Association Re: For For Mgmt Indemnification of Directors 13 Amend Articles of Association Re: For For Mgmt Borrowing Powers 14 Amend Articles of Association Re: For For Mgmt Unclaimed Dividends 05/04/06 - A/S Axa (Formerly Axa-Uap) F06106102 None 6,014 Ordinary Business 1 Approve Financial Statements and Statutory For Mgmt Reports 2 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 3 Approve Allocation of Income and Dividends For Mgmt of EUR 0.88 per Share 4 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 5 Election of Norbert Dentressangle as For Mgmt Supervisory Board Member 6 Ratify PricewaterhouseCoopers Audit as For Mgmt Auditor 7 Ratify Patrick Frotiee as Alternate Auditor For Mgmt 8 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital Special Business 9 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares 10 Authorize Filling of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/16/06 - A Banco Santander Central Hispano (frmly E19790109 None 24,102 banco Santander) 1 Approve Individual and Consolidated For For Mgmt Financial Statements for Fiscal Year Ended 12-31-05, and Discharge Directors 2 Approve Allocation of Income For For Mgmt 3 Elect Directors For Against Mgmt 3.1 Elect Jay S. Sidhu as Director --- Against Because the proposals in these items and Item 6.3 would increase board terms to five years and officially establish a classified board, and because the net effect would be to reduce board accountability, a vote against these items is recommended. 3.2 Reelect Fernando de Asua Alvarez as Director --- Against See Item 3.1. 3.3 Reelect Alfredo Saenz Abad as Director --- Against See Item 3.1. 3.4 Reelect Ana Patricia Botin-Sanz de Sautoula y O'Shea as Director --- Against See Item 3.1. 3.5 Reelect Rodrigo Echenique Gordillo as Director --- Against See Item 3.1. 3.6 Reelect Lord Burns as Director --- Against See Item 3.1. 4 Reelect Auditors For For Mgmt 5 Authorize Repurchase of Shares by Company For For Mgmt and/or Subsidiaries; Void Authorization Granted at 2005 AGM 6.1 Amend Article 16 of Bylaws Re: Delegation For For Mgmt of Powers 6.2 Amend Article 20 of Bylaws Re: Notice of For For Mgmt General Meetings 6.3 Amend Article 30 of Bylaws Re: Maximun For Against Mgmt Number of Board Members, Board Term, and Annual Renewal We believe that the ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. Annually elected boards provide the best governance system for accountability to shareholders. Banco Santander currently has director terms that greatly exceed what we consider to be optimal, and this amendment would further aggravate this condition. Therefore, we believe supporting these amendments is not in shareholders' interests. 6.4 Amend Article 38 of Bylaws Re: Share For For Mgmt Profits due to Board Members 7.1 Amend Article 5 of General Meeting For For Mgmt Guidelines Re: Notice of Meeting 7.2 Amend Article 6 of General Meeting For For Mgmt Guidelines Re: Disclosure of Meeting Materials 7.3 Amend Article 8 of General Meeting For For Mgmt Guidelines Re: Proxies 8 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities with Preemptive Rights; Void Authorization Granted at the 2005 AGM 9 Authorize Issuance of Non-Convertible For For Mgmt Fixed Rate Securities 10 Approve Incentive Plan for Managers of For For Mgmt Abbey National Bank by Delivering Santander Shares 11 Authorize Board to Ratify and Execute For For Mgmt Approved Resolutions 04/26/06 - A Bank of America Corp. *BAC* 060505104 03/03/06 41,360 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 4.94 percent is within the allowable cap for this company of 5.79 percent. Additionally, this plan expressly forbids repricing. Although its three-year average burn rate of 2.87 percent is higher than its four-digit GICS peer group of 2.46 percent, the company maintains a three-year burn rate commitment equal to its GICS peer group of 2.46 percent as detailed above. Therefore, ISS will continue to monitor the awards granted to its participants pursuant to this public commitment. 4 Publish Political Contributions Against Against ShrHoldr When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In this case, the company notes that its contributions to political entities and the related disclosure comply with all applicable laws on this topic. The proposal asks that this report should be published within five business days of the annual meeting, and that reports disclosing the recipient and amount of each political contribution be made in a series of local and national newspapers. While ISS believes that increased disclosure is generally beneficial, it does not appear that the cost of preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of shareholder funds.In light of the potential costs associated with the requested report, we recommend that shareholders oppose this request. 5 Require a Majority Vote for the Election Against For ShrHoldr of Directors ISS advocates that the director election system give full effect to the shareholder franchise. Further, with regard to management's concern that the proposal does not consider potential board vacancies, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 6 Provide for an Independent Chairman Against For ShrHoldr ConclusionIn this case, Bank of America has more than 2/3 independent outsiders on its board, all-independent key committees, and established governance guidelines. We note that the chairs of the Audit, Compensation, Corporate Governance, and Executive committees, on a rotating basis, preside as the lead director at the executive sessions of the board. However, as presiding/lead directors, they do not perform all the duties listed above. Further, the company delivered lower one-year total returns of 2.46 percent as compared with 4.91 percent for the S&P 500 Index and 6.83 percent for its GICS peer group. The company delivered three-year total returns of 14.33 percent, which was slightly lower than that of the S&P 500 Index (14.39%) and lower than its GICS peers (20.80%) (Compustat: See Shareholder Returns section above). ISS uses the entire GICS grouping of companies for total shareholder returns to measure company performance. We note that the one-year and three-year return comparison described under the Executive Compensation section includes only a peer group of 12 companies closest to Bank of America in revenue at fiscal year end within the same 6-digit GICS category.Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 7 Exclude Reference to Sexual Orientation Against Against ShrHoldr from the Company's EEO Statement ConclusionTherefore, considering potential benefits that may be associated with Bank of America's existing policy, and the absence of information suggesting that there are significant costs or negative impacts associated with including reference to sexual orientation in the EEO statement, we do not believe shareholder support for this resolution is warranted. 04/28/06 - A Bank of Hawaii Corp. *BOH* 062540109 02/28/06 5,200 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 5.48 percent is within the allowable cap for this company of 8.29 percent. Additionally, this plan expressly forbids repricing. However, the company's three year-average burn rate of 3.30 percent is higher than its four-digit GICS industry burn rate cap of 2.46 percent. Therefore, the company has failed ISS' three-year average burn rate policy. 3 Ratify Auditors For For Mgmt 04/27/06 - A Barclays Plc G08036124 None 31,009 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Elect Fulvio Conti as Director For For Mgmt 4 Elect Danie Cronje as Director For For Mgmt 5 Elect Robert Diamond Jr. as Director For For Mgmt 6 Elect Robert Steel as Director For For Mgmt 7 Elect John Sunderland as Director For For Mgmt 8 Re-elect Dame Dawson as Director For For Mgmt 9 Re-elect Sir Richard Broadbent as Director For For Mgmt 10 Re-elect Gary Hoffman as Director For For Mgmt 11 Re-elect Naguib Kheraj as Director For For Mgmt 12 Re-elect Sir Nigel Rudd as Director Nigel For For Mgmt Rudd as Director 13 Reappoint PricewaterhouseCoopers LLP as For For Mgmt Auditors of the Company 14 Authorize Board to Fix Remuneration of For For Mgmt Auditors 15 Authorise the Company to make EU Political For For Mgmt Organisation Donations up to GBP 25,000 and Incur EU Political Expenditure up to GBP 25,000 16 Authorise Barclays Bank plc to make EU For For Mgmt Political Organisation Donations up to GBP 100,000 and Incur EU Political Expenditure up to GBP 100,000 17 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 541,215,604 18 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 81,182,340 19 Authorise 968,600,000 Ordinary Shares for For For Mgmt Market Purchase 04/24/06 - A BellSouth Corp. *BLS* 079860102 03/06/06 24,700 1 Elect Directors For Split Mgmt 1.1 Elect Director F. D. Ackerman --- For We recommend a vote FOR the directors with the exception of J. Hyatt Brown, from whom we recommend shareholders WITHHOLD votes for sitting on more than three public boards while serving as a CEO. 1.2 Elect Director R. V. Anderson --- For 1.3 Elect Director J. H. Blanchard --- For 1.4 Elect Director J. H. Brown --- Withhold 1.5 Elect Director A. M. Codina --- For 1.6 Elect Director M. L. Feidler --- For 1.7 Elect Director K. F. Feldstein --- For 1.8 Elect Director J. P. Kelly --- For 1.9 Elect Director L. F. Mullin --- For 1.10 Elect Director R. B. Smith --- For 1.11 Elect Director W. S. Stavropoulos --- For 2 Ratify Auditors For For Mgmt 3 Political Contributions/Activities Against Against ShrHoldr In the case of BellSouth, ISS notes that the company discusses its policies on political contributions on the company website, and these policies do not appear inconsistent with industry standards or existing regulations on this issue. Specifically, BellSouth's discussion of political contributions details of the approval and oversight process for such disbursements, the company's strategic approach to protecting its position through involvement in the political process, and the specific organization that is accountable for political contributions within the company. Furthermore, the company does provide links to external websites that report information on BellSouth's contributions. ISS agrees with the proponents that data on every type of political contribution may not be easily accessed, and that the company should be mindful of the end use of its contributions to ensure that they do not fund organizations which may support agenda's contrary to BellSouth's interests. However, the information provided by BellSouth's disclosure, including links to external websites that provide more detailed disclosure of specific types of contributions, does provide shareholders with some insight into the company's policies and controls. Therefore, ISS does not believe that additional reporting on this matter is warranted at this time. 05/19/06 - A BIOMED REALTY TRUST INC *BMR* 09063H107 03/31/06 22,956 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/23/06 - A/S BNP Paribas SA (Fm. Banque Nationale F1058Q238 None 3,712 De Paris) Ordinary Business 1 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 2 Approve Financial Statements and Statutory For Mgmt Reports 3 Approve Allocation of Income and Dividends For Mgmt of EUR 2.60 per Share 4 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 5 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 6 Elect Laurence Parisot as Director For Mgmt 7 Reelect Claude Bebear as Director For Mgmt 8 Reelect Jean-Louis Beffa as Director For Mgmt 9 Reelect Alain Joly as Director For Mgmt 10 Reelect Denis Kessler as Director For Mgmt 11 Reelect Michel Pebereau as Director For Mgmt 12 Ratify Deloitte & Associes as Auditor and For Mgmt BEAS as Alternate Auditor 13 Ratify Mazars & Guerard as Auditor and For Mgmt Michel Barbet-Massin as Alternate Auditor 14 Ratify PricewaterhouseCoopers Audit as For Mgmt Auditor and Pierre Coll as Alternate Auditor 15 Authorize Filling of Required For Mgmt Documents/Other Formalities Special Business 16 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 1 Billion 17 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 320 Million 18 Authorize Capital Increase of up to 10 For Mgmt Percent of Issued Capital for Future Acquisitions 19 Authorize Capitalization of Reserves of Up For Mgmt to EUR 1 Billion for Bonus Issue or Increase in Par Value 20 Set Global Limit for Capital Increase to For Mgmt Result from All Issuance Requests at EUR 1 Billion 21 Amend Resolution 14 Adopted by General For Mgmt Meeting on May 18, 2005: Set Global Limit for Capital Increase Resulting from Granting of Options and Free Shares 22 Approve Employee Savings-Related Share For Mgmt Purchase Plan 23 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares 24 Approve Merger by Absorption of Societe For Mgmt Centrale d'Investissements by BNP Paribas 25 Amend Articles Board Related Re: Elections For Mgmt of Employee Representative 26 Authorize Filling of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/16/06 - A Boehler-Uddeholm Ag A1071G105 None 416 1 Receive Financial Statements and Statutory None Mgmt Reports 2 Approve Allocation of Income For Mgmt 3 Approve Discharge of Management and For Mgmt Supervisory Board 4 Approve Remuneration of Supervisory Board For Mgmt Members 5 Ratify Auditors For Mgmt 6 Approve EUR 9.3 Million Capitalization of For Mgmt Reserves for Increase in Par Value 7 Approve 4:1 Stock Split For Mgmt 8 Amend Articles to Reflect Changes in For Mgmt Capital and Stock Split 9 Elect Supervisory Board Members For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/04/06 - A BOLIDEN AB W17218103 04/27/06 2,234 1 Open Meeting None None Mgmt 2 Elect Chairman of Meeting For For Mgmt 3 Prepare and Approve List of Shareholders For For Mgmt 4 Approve Agenda of Meeting For For Mgmt 5 Acknowledge Proper Convening of Meeting For For Mgmt 6 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 7 Receive Financial Statements and Statutory None None Mgmt Reports 8 Receive Board and Committee Reports None None Mgmt 9 Receive President's Report None None Mgmt 10 Receive Auditor's Report None None Mgmt 11a Approve Financial Statements and Statutory For For Mgmt Reports 11b Approve Allocation of Income and Dividends For For Mgmt of SEK 2 per Share 11c Approve Discharge of Board and President For For Mgmt 12 Receive Nominating Committee's Report None None Mgmt 13 Determine Number of Members (8) and Deputy For For Mgmt Members (0) of Board 14 Approve Remuneration of Directors in the For For Mgmt Aggregate Amount of SEK 2.6 Million 15 Reelect Carl Bennet, Marie Berglund, Jan For For Mgmt Johansson, Ulla Litzen, Leif Roennbaeck, Matti Sundberg, Anders Sundstroem, and Anders Ullberg as Directors 16 Approve Remuneration of Auditors For For Mgmt 17 Authorize Chairman of Board, Five For For Mgmt Representatives of Company's Largest Shareholders, and One Person Representing Minority Shareholders to Serve on Nominating Committee 18 Approve Remuneration Policy And Other For For Mgmt Terms of Employment For Executive Management The disclosure pertaining to the performance objectives for the bonus arrangement--although not complete--is at par with market standards in Sweden. Nevertheless, we would prefer to see further details about the criteria used to measure company results and the levels of these criteria. We consider, however, the overall remuneration policy to be satisfactory despite these shortcomings. The company has reasonable overall levels of remuneration, and it has imposed reasonable caps on the short-term bonus paymentsAs ISS considers the overall structure of the proposed remuneration policy to be shareholder friendly, we recommend a vote in favor of the proposal. 19 Amend Articles Re: Various Changes to For For Mgmt Comply with New Swedish Companies Act; Remove Possibility to Appoint Deputy Directors; Authorize General Meeting to Elect Chairman of Board 20 Authorization to Raise Customary Credit For Against Mgmt Facilities Where Payable Interest or the Amounts with Which the Loan Shall be Repaid Are Conditional Upon the Company's Results or Financial Position We strongly believe that publicly listed companies should disclose financial information as well as details on proposals well in advance of the meeting. Without such disclosure, shareholders cannot make informed decisions on whether agenda items are routine or non-routine and therefore whether they should incur expenses in order to attend the meeting or arrange to be represented at the meeting.We recommend that shareholders contact the company's investor relations department directly and express their desire to receive details of proposals well in advance of the meeting. Because of a lack of information, shareholders are advised to vote against this item. 21 Close Meeting None None Mgmt 05/03/06 - A Boston Properties Inc. *BXP* 101121101 03/15/06 10,200 1 Elect Directors For Withhold Mgmt 1.1 Elect Director William M. Daley --- Withhold We recommend withholding votes from all nominees. We recommend shareholders WITHHOLD votes from Edward H. Linde, David A. Twardock, and William M. Daley for failure to implement the shareholder proposal to declassify the board of directors. 1.2 Elect Director Edward H. Linde --- Withhold 1.3 Elect Director David A. Twardock --- Withhold 2 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 3 Performance-Based Against For ShrHoldr While ISS considers the company's short-term incentive compensation to be performance-based and includes most of the positive features that we look for, we do not feel that the company's long-term compensation program goes far enough to substantially tie pay to future performance for senior executives at the company. The company has a practice of granting restricted shares/LTIP units as a reward for past performance, as opposed to granting performance-based equity awards that are contingent upon future performance, preferably with clearly disclosed performance criteria, hurdle rates for those criteria, and measured against a peer group. As such, ISS supports this shareholder proposal. 04/20/06 - A BP PLC (Form. Bp Amoco Plc ) G12793181 None 6,665 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt The Company has provided an exemplary remuneration report, which contains detailed and transparent disclosure. The Company has provided shareholders with information on all aspects of remuneration including (1) retrospective performance that determined bonus awards paid during the year and (2) the performance targets achieved over the past few years under the share element of the EDIP.At the 2005 AGM, the Company sought shareholder approval for the renewal of the EDIP. At the time, RREV generally viewed the new arrangements as an improvement to the former plan structure. The new plan implements a move away from options and towards performance shares, whilst the majority of the value previously attributed to share options has been redistributed to the share element, with the remainder going to the annual bonus. The EDIP has a few features that normally are not considered to be strictly in line with best practice, however in BP's case, the Company proves justification for adopting such arrangements which RREV accepts to be appropriate considering BP's business.-The Company has selected a comparator group comprising the four other oil majors. Generally, a comparator group that is composed of less than 10 companies is unlikely to be satisfactory in the long-term. The Committee discloses that it has carefully considered the appropriate comparator group and looked at a wide range of alternatives. Relative performance of the appropriate peer group is seen to be particularly important in order to minimise the influence of sector-specific effects, including oil price. The Committee is convinced that the chosen comparator group, while small, has the distinct advantage of being very clearly comprised of BP's global competitors. We take the view that although, in general, we prefer larger comparator groups, the use of such a small group is justified in BP's case. Investors will typically measure BP's performance against that of the other oil majors and it is appropriate that EDs are rewarded for the Company's performance against this group. The revised plan makes awards solely on the basis of TSR performance. We note that the Company has provided a general (pre-defined) underpin which requires a sustained improvement in the Company's performance, normally relative to its peer group, over a period of not less than three years from grant, and the Committee will have the ability to exercise discretion in a reasonable and informed manner to adjust (upwards or downwards) the vesting level derived from the ranking if it considers that the ranking does not fairly reflect BP's underlying business performance relative to the comparator group. -The plan provides the Committee with considerable discretion when operating certain elements, for example in relation to varying TSR awards to take into account minor differences in performance between the oil majors. The Company discloses that the exercise of this discretion would be made after a broad analysis of the underlying health of BP's business relative to competitors, as shown by a range of other measures including, but not limited to, ROACE, EPS growth, reserves replacement and cash flow. The Company has committed in the annual report to explain, in line with its policy on transparency, any adjustment to the relative TSR ranking in the next directors' remuneration report following the vesting. Given our general satisfaction with remuneration at BP and the stated intentions of the Committee in relation to how such discretion will be wielded and disclosed, RREV does not have any concerns at this stage. The Committee recognises that it will be accountable to shareholders to use its discretion in the best interests of the Company.-The additional performance share award for Lord Browne does not include clearly defined, fully disclosed performance conditions. Although we have some concern in general with such lack of transparency, we do not consider this a contentious issue in light of our faith in its ability to set appropriate performance conditions and taking into account Lord Browne's successful stewardship of the Company in recent years. We do, however, expect sufficient disclosure of the performance conditions when awards vest.Overall, RREV is of the opinion that the plan is sufficiently in line with best practice given the nature of the Company's business.Taxation of UK PensionsFollowing the changes by the UK government to the operation and taxation of UK pensions, which come into effect from 6 April 2006, the Remuneration Committee has reviewed and approved proposals by the Company that maintain the pension promise for all UK employees but that deliver pension benefits in excess of the new lifetime allowance of GBP 1.5 million (USD 2.63 million) (or personal lifetime allowance as at 6 April 2006 under statute if higher) via an unapproved, unfunded pension arrangement paid by the Company direct.At present, a number of companies grant additional defined contribution payments specifically to compensate the individual in question for the effects of the limit, while others do not. Approaches to the lifetime limit may well be similarly varied. One question that companies should consider in making this decision is whether they would compensate employees for a change in tax status if this was an additional cost to the Company.Following extensive engagement, the Company believes that the honouring of the pension promise to its UK employees and directors by means of the unfunded pension arrangement paid by the Company direct is at worst cash neutral, but in practice will probably be beneficial to the Company. Professional advice was taken by the Company on the establishment of this arrangement and appropriate assurance was accordingly provided to the Remuneration Committee on this issue.RREV accepts this written assurance from the Company and in line with our policy we would expect such arrangements to be at the very worst cost-neutral to shareholders. As a general principle, we do not approve of companies bearing the cost due to legislative changes in the tax status of pensions. 3 Re-elect David Allen as Director For For Mgmt 4 Re-elect Lord Browne of Madingley as For For Mgmt Director 5 Re-elect John Bryan as Director For For Mgmt 6 Re-elect Antony Burgmans as Director For For Mgmt 7 Re-elect Iain Conn as Director For For Mgmt 8 Re-elect Errol Davis Jr. as Director For For Mgmt 9 Re-elect Douglas Flint as Director For For Mgmt 10 Re-elect Byron Grote as Director For For Mgmt 11 Re-elect Anthony Hayward as Director For For Mgmt 12 Re-elect DeAnne Julius as Director For For Mgmt 13 Re-elect Sir Tom McKillop as Director For For Mgmt 14 Re-elect John Manzoni as Director For For Mgmt 15 Re-elect Walter Massey as Director For For Mgmt 16 Re-elect Sir Ian Prosser as Director For For Mgmt 17 Re-elect Michael Wilson as Director For For Mgmt On 28 February 2006, the Company announced that Michael Wilson, an independent NED, resigned from the Board with immediate effect. The Company has informed RREV that this resolution will not be put to shareholders at the upcoming AGM and any votes received will not be counted.However, since RREV is required to provide a recommendation for the re-election Michael Wilson, which was proposed prior to his resignation, we are recommending approval of this resolution since we would have classified this directors as independent. 18 Re-elect Peter Sutherland as Director For For Mgmt 19 Reappoint Ernst & Young LLP as Auditors For For Mgmt and Authorise the Board to Determine Their Remuneration 20 Authorise 2,000,000,000 Ordinary Shares For For Mgmt for Market Purchase 21 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 1,690,000,000 22 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 253,000,000 04/25/06 - A Bradford & Bingley PLC. G1288A101 None 25,130 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 12.3 Pence Per For For Mgmt Ordinary Share 4 Re-elect Stephen Webster as Director For For Mgmt 5 Re-elect Robert Dickie as Director For For Mgmt 6 Elect Chris Gillespie as Director For For Mgmt 7 Elect Chris Willford as Director For For Mgmt 8 Reappoint KPMG Audit Plc as Auditors of For For Mgmt the Company 9 Authorise Board to Fix Remuneration of For For Mgmt Auditors 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 50,000,000 11 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 7,930,000 12 Authorise 63,400,000 Ordinary Shares for For For Mgmt Market Purchase 13 Amend Articles of Association Re: For For Mgmt Indemnification 04/25/06 - A Brit Insurance Holdings Plc G1511R103 None 60,437 (frm.Benfield & REA Investment T 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 3 Pence Per For For Mgmt Ordinary Share 4 Re-elect Dane Douetil as Director For For Mgmt 5 Elect Joe MacHale as Director For For Mgmt 6 Re-elect Don McCrickard as Director For For Mgmt 7 Re-elect Matthew Scales as Director For For Mgmt 8 Elect Cees Schrauwers as Director For For Mgmt 9 Reappoint Ernst & Young LLP as Auditors of For For Mgmt the Company 10 Authorize Board to Fix Remuneration of For For Mgmt Auditors 11 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 80,000,000 12 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 12,200,000 13 Authorise Ordinary Shares for Market For For Mgmt Purchase up to GBP 24,000,000 14 Amend Articles of Association Re: For For Mgmt Directors' Fees, Indemnification of Directors 15 Amend Articles of Association Re: For For Mgmt Borrowing Powers 16 Approve Consolidation for Every 3 Existing For For Mgmt Issued Ordinary Shares of 25p Each Into 1 Ordinary Share of 75p Each; Consolidation For Every 3 Auth. but Unisssued Existing Shares into 1 Consolidated Share 04/27/06 - A British American Tobacco Plc G1510J102 None 9,214 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 33.0 Pence Per For For Mgmt Ordinary Share 4 Reappoint PricewaterhouseCoopers LLP as For For Mgmt Auditors of the Company 5 Authorise Board to Fix Remuneration of For For Mgmt Auditors 6a Re-elect Ana Llopis as Director For For Mgmt 6b Re-elect Antonio Monteiro de Castro as For For Mgmt Director 6c Re-elect Rupert Pennant-Rea as Director For For Mgmt 6d Re-elect Jan du Plessis as Director For For Mgmt 7 Elect Anthony Ruys as Director For For Mgmt 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 174,737,186 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 26,210,577 10 Authorise 209,600,000 Ordinary Shares for For For Mgmt Market Purchase 05/11/06 - A British Polythene Industries PLC G1559X103 None 6,763 1 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 1,975,000 2 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 329,000 3 Authorise up to GBP 985,000 for Market For For Mgmt Purchase 4 Accept Financial Statements and Statutory For For Mgmt Reports 5 Approve Remuneration Report For For Mgmt 6 Approve Final Dividend of 15 Pence Per For For Mgmt Share 7 Re-elect Cameron McLatchie as Director For For Mgmt 8 Re-elect Anne Thorburn as Director For For Mgmt 9 Re-elect Eric Hagman as Director For For Mgmt 10 Elect Lord Lindsay as Director For For Mgmt 11 Reappoint KPMG Audit plc as Auditors and For For Mgmt Authorise the Board to Determine Their Remuneration 05/03/06 - A Brostroem AB W1811K107 04/26/06 1,500 1 Open Meeting None None Mgmt 2 Elect Chairman of Meeting For For Mgmt 3 Prepare and Approve List of Shareholders For For Mgmt 4 Approve Agenda of Meeting For For Mgmt 5 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 6 Acknowledge Proper Convening of Meeting For For Mgmt 7A Receive Financial Statements and Statutory None None Mgmt Reports 7B Receive President's Report None None Mgmt 7C Receive Board and Committee Reports None None Mgmt 8A Approve Financial Statements and Statutory For For Mgmt Reports 8B Approve Allocation of Income and Dividends For For Mgmt of SEK 8 per Share 8C Approve Discharge of Board and President For For Mgmt 9 Determine Number of Members (8) and Deputy For For Mgmt Members (0) of Board 10 Approve Remuneration of Directors in the For For Mgmt Aggregate Amount of SEK 2.4 Million; Approve Remuneration of Auditors 11 Reelect Stig-Arne Blom, Peter Cowling, For For Mgmt Carel van den Driest, Lars-Olof Gustavsson, Claes Lundblad, Leif Rogersson, Fredrik Svensson and Wilhelm Wilhelmsen as Directors 12 Authorize Repurchase of Up to Ten Percent For For Mgmt of Issued Share Capital and Reissuance of Repurchased Shares 13 Amend Articles Re: Various Changes to For For Mgmt Comply with New Swedish Companies Act 14 Approve Creation of SEK 6.5 Million Pool For For Mgmt of Capital without Preemptive Rights 15 Close Meeting None None Mgmt 04/19/06 - A Burlington Northern Santa Fe Corp. 12189T104 02/28/06 3,200 *BNI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 6.49 percent is within the allowable cap for this company of 6.63 percent. Additionally, this plan expressly forbids repricing. 4 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders (for compensation that is intended to be "performance-based") who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Require a Majority Vote for the Election Against For ShrHoldr of Directors 6 Separate Chairman and CEO Positions Against For ShrHoldr Absent a designated lead director who performs all of the duties listed above, ISS believes that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 05/08/06 - A CBL & Associates Properties, Inc. 124830100 03/13/06 19,500 *CBL* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 09/16/05 - A CENTRO PROPERTIES GROUP ( Formerly Q2226X103 09/14/05 16,110 Centro Properties Ltd.) *CNP* Ordinary Business 1 Accept Financial Statements and Statutory None None Mgmt Reports 2a Elect Brian Healey as Director For For Mgmt 2b Elect Peter Graham Goldie as Director For For Mgmt 2c Elect James William Hall as Director For For Mgmt Special Business 1 Approve Reverse Stock Split For For Mgmt 2 Amend Constitution For For Mgmt 3 Approve Up to One Million Stapled For For Mgmt Scurities Issued to Andrew Thomas Scott, CEO 4 Approve Remuneration Report For For Mgmt 11/30/05 - S CharterMac *CHC* 160908109 10/11/05 12,390 1 Amend Articles to Limit Ability to Incur For For Mgmt Debt in Excess of 50% Given the change in the nature and scope of the company's business, the board should have flexibility to change or set the leverage limitation which would allow the company to react quickly to market opportunities without the unnecessary expense of calling a shareholder meeting. Further, this flexibility would help the board implement new financing programs under consideration. As such, the benefits of this proposal outweigh the costs. 2 Adjourn Meeting For For Mgmt Given the narrow scope of this proposal, and our support for Item 1, we recommend that shareholders support this proposal. 06/13/06 - A CharterMac *CHC* 160908109 04/14/06 5,590 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt The requested increase of 60,000,000 shares is below the allowable threshold of 115,000,000 shares. 3 Adjourn Meeting For Against Mgmt Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 05/25/06 - A Chaucer Holdings Plc G2071N102 None 142,265 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of 2.05 Pence Per For For Mgmt Ordinary Share 3 Approve Remuneration Report For For Mgmt 4 Re-elect Ewen Gilmour as Director For For Mgmt 5 Re-elect Richard Scholes as Director For For Mgmt 6 Re-elect Mark Graham as Director For For Mgmt 7 Reappoint Ernst & Young LLP as Auditors For For Mgmt and Authorise the Board to Determine Their Remuneration 8 Approve Chaucer Deferred Share Bonus Plan For For Mgmt 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 24,832,682 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 3,724,902.25 11 Authorise 29,799,218 Ordinary Shares for For For Mgmt Market Purchase 12 Adopt New Articles of Association For For Mgmt 13 Amend Articles of Association Re: For For Mgmt Indemnification 14 Approve Increase in Remuneration of For For Mgmt Non-Executive Directors to GBP 100,000 15 Amend Articles of Association Re: For For Mgmt Unclaimed Dividends and Untraced Shareholders 16 Amend Memorandum of Association For For Mgmt 04/26/06 - A Chevron Corporation *CVX* 166764100 03/06/06 23,210 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Company-Specific-Reimbursement of Against For ShrHoldr Stockholder Proposal Because this binding proposal provides for reimbursement of expenses only in cases where a resolution is passed by shareholders and adopted for the benefit of the company, we recommend a vote FOR this item. 4 Report on Environmental Impact of Drilling Against Against ShrHoldr in Sensitive Areas Therefore, while we would encourage the company to continue to provide more transparency into the environmental impact of the company's operations we do not believe that shareholder support for this resolution is warranted. 5 Report on Political Contributions Against Against ShrHoldr In the case of Chevron, ISS notes that the company discusses its policies on political contributions on the company website and these policies do not appear inconsistent with industry standards or existing regulations on this issue. Specifically, Chevron's policy statement discloses guidelines for what type of organizations it will contribute to, the company's broad business strategy behind its political activity, and the total amounts contributed by the company and its PAC. Furthermore, the company does not appear to be the subject of any recent, significant controversy, fines, or litigation resulting from political action or contributions from it or its employee sponsored PACs. Therefore, while we agree with the proponents that data on every type of political contribution may not be easily accessed, it is our opinion that information provided by Chevron's disclosure gives shareholders sufficient insight into the company's policies and controls. Therefore, ISS does not believe that additional reporting on this matter is warranted at this time. 6 Adopt an Animal Welfare Policy Against Against ShrHoldr In this case, ISS notes that Chevron's involvement in animal testing is limited to outsourcing animal research that is required by law to external animal testing operations. Furthermore, the company has committed to retaining only those animal research laboratories that are accredited by AAALAC and discusses its general policies towards animal care and welfare in the management response to this resolution. ISS questions the value of this report to shareholders based on the limited involvement that the company has with animal testing. Establishing new policies on animal welfare, monitoring the compliance of external animal testing facilities, and reporting this information to shareholders may not provide enough meaningful information to shareholders to offset the cost and burden to the company of complying with this proposal. As such, we do not recommend shareholder support for the resolution. 7 Adopt a Human Rights Policy Against For ShrHoldr In this case, Chevron does have its Chevron Way statement and a code of business ethics available on the company website to convey its policies on human rights; however we do not believe that this information substantially addresses certain key issues related to workplace human rights. We also note that many multinational companies have established such codes or standards based on ILO guidelines or the UN Norms and posted them on their websites. ISS recognizes that the company has committed to developing a Human Rights Statement; however, there is no information currently available to judge the scope and inclusiveness of this forthcoming policy. Moreover, considering the industry and markets that the company operates in, as well as existing allegations or litigation related to human rights concerns at the company, we believe that it is important for the company to develop and disclose a human rights policy based on internationally accepted standards. As such, we recommend shareholder support for this resolution. 8 Report on Remediation Expenses in Ecuador Against Against ShrHoldr In this case, we note that the company has made significant efforts to provide interested parties with information on the situation in Ecuador. Moreover, since litigation on this matter is still pending, certain disclosure may not be appropriate. We further note that the company's involvement in Ecuador was through a subsidiary of Texaco (prior to the 2001 merger) operating as a minority partner in an oil consortium with the Ecuadorian government. Additionally, Chevron has no ownership interest in the current oil operations in this region, and the government of Ecuador has released the company from further obligation or liability on the issue. Finally, ISS believes that the information provided by Chevron on its website provides shareholders with adequate insight into the company's risk exposure, cost allocations, and policies related to the remediation of facilities in Ecuador. Considering these factors, ISS questions the utility of the additional information requested by this resolution for the company's shareholders. Therefore, we do not recommend shareholder support for the resolution at this time. 05/09/06 - A CIT Group Inc *CIT* 125581108 03/23/06 9,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 8.99 percent is within the allowable cap for this company of 11.44 percent. Additionally, this plan expressly forbids repricing. 4 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 04/18/06 - A Citigroup Inc. *C* 172967101 02/24/06 29,302 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Reduce Supermajority Vote Requirement For For Mgmt ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 4 Reduce Supermajority Vote Requirement For For Mgmt ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 5 Reduce Supermajority Vote Requirement For For Mgmt ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 6 End Issuance of Options and Prohibit Against Against ShrHoldr Repricing ISS believes that taking away the company's ability to grant stock options is an arbitrary and excessively restrictive proposal that could potentially prohibit the company from compensating employees based upon their individual and company-wide performance. Being unable to issue stock options could hinder the company's ability to attract and retain competent executive officers. As such, ISS does not believe that this item warrants shareholder approval. 7 Report on Political Contributions Against Against ShrHoldr In the case of Citigroup, ISS notes that the company discusses its policies on political contributions on the company website and these policies do not appear inconsistent with industry standards or existing regulations on this issue. Specifically, Citigroup's policy statement discloses guidelines for what type of organizations it will contribute to, the company's broad business strategy behind its political activity, and the specific internal organization that is accountable for public policy activities within the company. Furthermore, the company does not appear to be the subject of any recent, significant controversy, fines, or litigation resulting from political action or contributions from it or its employee sponsored PACs. Therefore, while we agree with the proponents that data on every type of political contribution may not be easily accessed, it is our opinion that information provided by Citigroup's Corporate Political Contributions Statement provides shareholders with sufficient insight into the company's policies and controls. Therefore, ISS does not believe that additional reporting on this matter is warranted at this time. 8 Report on Charitable Contributions Against Against ShrHoldr In this case, we note that Citigroup discloses a significant amount of the information requested by the proponent it its Corporate Responsibility Report and in the Citigroup Foundation's Annual Report. Moreover, some aspects of the resolution, including determining the estimated or actual benefits of each charitable contribution may be difficult to produce without significant speculation, and could place a significant burden on the company without providing commensurate value to shareholders. Therefore, ISS does not recommend shareholder support for the resolution at this time. 9 Performance-Based Equity Awards Against For ShrHoldr ISS supports the use of performance-based pay, particularly in cases where a company does not attach payment to specific pre-established performance targets. Also, because this proposal provides for a "significant portion" of long-term equity compensation to executives be performance-based, it is not overly restrictive and does not limit the board's ability to create a competitive compensation package for its senior executives. 10 Reimbursement of Expenses Incurred by Against Against ShrHoldr Shareholder(s) ISS believes that adoption of this binding proposal would pose several problems. The formula by which the company would provide reimbursement would require substantial payment even if a number of dissident nominees do not receive significant votes. Additionally, the proposal does not include an overall cap on expense reimbursement and could encourage frivolous spending by shareholder nominees. ISS would prefer that dissident nominees include a reimbursement proposal on their proxy cards to be voted. 11 Separate Chairman and CEO Positions Against Against ShrHoldr We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO position. 12 Clawback of Payments Under Restatement Against Against ShrHoldr Because the board has adopted a formal policy which clearly communicates its intent that, in the event of unacceptable reasons for restatements, it would seek to recoup the responsible executive's bonus, we feel the board has substantially addressed the proponents request. 05/25/06 - A Citizens Communications Co. *CZN* 17453B101 03/28/06 52,190 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director Omnibus For For Mgmt Stock Plan V. Vote RecommendationThe total cost of the company's plans of 2.05 percent is within the allowable cap for this company of 6.87 percent. 3 Submit Severance Agreement (Change in Against For ShrHoldr Control) to shareholder Vote In this case, we believe that the cap suggested by the proponent of 2.99 times base salary and cash bonus is widely considered as the standard threshold level of severance payments for senior executives that should be subject to a shareholder vote. Additionally, since the proponent's proposal does not require that shareholder approval be obtained prior to the drafting of severance agreements, we do not believe that adoption of this proposal would unduly hinder the company's ability to negotiate such agreements with potential executives. ISS believes that shareholders should have a voice in lucrative severance payments and prevent the excessive "pay for failure" packages that have been witnessed at some companies. 4 Ratify Auditors For For Mgmt 05/16/06 - A Comerica Inc. *CMA* 200340107 03/17/06 9,100 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 5.32 percent is within the allowable cap for this company of 6.64 percent. Additionally, this plan expressly forbids repricing. 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Ratify Auditors For For Mgmt 10/28/05 - A Commonwealth Bank Of Australia *CBA* Q26915100 10/26/05 9,420 1 Receive Financial Statements and Statutory None None Mgmt Reports 2a Elect John M. Schubert as Director For For Mgmt 2b Elect Frank J. Swan as Director For For Mgmt 2c Elect Colin R. Galbraith as Director For For Mgmt 3 Approve Remuneration Report For For Mgmt 4 Approve Grant of up to AUD 12 Million For For Mgmt Shares Under the Equity Reward Plan to R J. Norris, CEO 05/10/06 - A ConocoPhillips *COP* 20825C104 03/10/06 14,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report Damage Resulting From Drilling Against For ShrHoldr Inside the National Petroleum Reserve In this case, we note that the resolution asks for disclosure on the impact of the company's operations in the NPR-A, including discussion on refraining from drilling in this region. ISS agrees with management that it may be inappropriate for the company to commit to refrain from operating in certain areas. Such actions could limit the company's ability to take advantage of opportunities that would benefit the company and its shareholders. That said, we believe that increased reporting on operations in sensitive or protected ecosystems is warranted, especially in circumstances where there has been some contention over the use of regions recently opened for oil and gas leases. As much of the information requested in these reports is already evaluated under the permitting process, consolidation of a report should not be overly burdensome or costly to the company. Conversely, such disclosure could be beneficial for the company by mitigating reputational risk, improving stakeholder relations, and communicating the company's proactive efforts to implement its policies to develop protected areas in a responsible manner. Therefore, based on the limited cost of providing the report and potential value that such disclosure could provide for shareholders, ISS recommends support for this resolution. 4 Require a Majority Vote for the Election Against For ShrHoldr of Directors ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. Further, with regard to management's concern that the shareholder proposal does not provide guidance with respect to director holdover situations, ISS notes that the precatory proposal allows the board the flexibility to determine whether the majority vote standard may not be appropriate in certain circumstances. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 5 Submit Supplemental Executive Retirement Against For ShrHoldr Plans to Shareholder vote In this case, the potential practice of crediting additional years of service not actually worked to executives will lead to substantially larger retirement payouts, at the expense of shareholders. As this practice clearly represents an "extraordinary retirement benefit," ISS believes that shareholder support of this proposal is warranted. 6 Report Accountability for Company's Against Against ShrHoldr Environmental Impacts due to Operation ISS notes that the company provides significant, detailed reporting on its social and environmental impact including emissions, spills, and policies on sustainable development. Moreover, the company is involved in certain stakeholder initiatives that seek to include external stakeholders in the company's evaluation of social and environmental impact. Finally, the company has committed to expand and develop its reporting and operations as it produces future sustainability reports. Considering the existing disclosure and initiatives at the company, ISS does not believe that the additional reporting requested by this proposal would provide significant value for shareholders. Therefore, based on current discussion related to social and environmental performance and initiatives the company has taken to involve external stakeholders in its evaluation processes, ISS does not believe that shareholder support for this resolution is warranted. 7 Non-Employee Director Compensation Against Against ShrHoldr Director compensation is generally not pay for performance. Instead, directors receive annual retainer fees, plus additional fees for serving on committees and attending board and committee meetings. Further, studies of the 100 largest U.S. based companies listed on the NASDAQ and NYSE have shown that, on average, compensation is higher for audit committee chairs than for other committee chairs. ISS believes that additional compensation to certain non-employee directors with increased responsibilities and liabilities is justified in light of recent corporate governance reforms. Therefore, ISS believes that support for this shareholder proposal is not warranted. 05/17/06 - A/S CREDIT AGRICOLE SA F22797108 None 3,119 Ordinary Business 1 Approve Financial Statements and Statutory For Mgmt Reports 2 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 3 Approve Allocation of Income and Dividends For Mgmt of EUR 0.94 per Share 4 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 5 Ratify Appointment of Jean-Roger Drouet as For Mgmt Director 6 Elect Bruno de Laage as Director For Mgmt 7 Reelect Noel Dupuy as Director For Mgmt 8 Reelect Carole Giraud as Director For Mgmt 9 Reelect Roger Gobin as Director For Mgmt 10 Reelect Bernard Mary as Director For Mgmt 11 Reelect Jean-Pierre Pargade as Director For Mgmt 12 Reelect SAS rue la Boetie as Director For Mgmt 13 Ratify Barbier, Frinault et Autres as For Mgmt Auditor 14 Ratify Pricewaterhousecoopers Audit as For Mgmt Auditor 15 Ratify Pierre Coll as Alternate Auditor For Mgmt 16 Ratify Picarle et Associes as Alternate For Mgmt Auditor 17 Approve Remuneration of Directors in the For Mgmt Aggregate Amount of EUR 850,000 18 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital Special Business 19 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 4 Billion 20 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 900 Million 21 Authorize Board to Increase Capital in the For Mgmt Event of Demand Exceeding Amounts Submitted to Shareholder Vote Above 22 Authorize Capital Increase of up to 10 For Mgmt Percent of Issued Capital for Future Acquisitions 23 Authorize Board to Set Issue Price for 5 For Mgmt Percent of Issued Capital Pursuant to Issue Authority without Preemptive Rights 24 Authorize Capitalization of Reserves of Up For Mgmt to EUR 3 Billion for Bonus Issue or Increase in Par Value 25 Approve Stock Option Plans Grants For Mgmt 26 Approve Employee Savings-Related Share For Mgmt Purchase Plan 27 Approve Issuance Up to EUR 40 Million to For Mgmt be Reserved for Credit Agricole International Employees 28 Approve Employee Stock Purchase Plan For Mgmt Reserved for Credit Agricole Employees Adherents to Savings-Related Share Purchase Plan in USA 29 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares 30 Amend Articles of Association in order to For Mgmt Reflect Legal Changes 31 Authorize Filling of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/28/06 - A Credit Suisse Group (Formerly Cs H3698D419 None 5,435 Holding) 1 Share Re-registration Consent For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/28/06 - A Credit Suisse Group (Formerly Cs H3698D419 None 5,435 Holding) 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Approve Discharge of Board and Senior For Mgmt Management 3 Approve CHF 17 Million Reduction in Share For Mgmt Capital via Cancellation of Repurchased Shares 4 Approve Allocation of Income and Dividends For Mgmt of CHF 2 per Share 5.1.a Reelect Walter Kielholz and Hans-Ulrich For Mgmt Doerig as Directors 5.1.b Elect Richard Thornburgh as Director For Mgmt 5.2 Ratify KPMG Klynveld Peat Marwick For Mgmt Goerdeler SA as Auditors 5.3 Ratify BDO Visura as Special Auditors For Mgmt 6 Approve CHF 3.4 Million Reduction in Pool For Mgmt of Capital Reserved for Donaldson Lufkin & Jenrette Employee Options Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 07/14/05 - A Csr Ltd. *CSR* Q30297115 07/12/05 42,300 1 Receive Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3a Elect Kathleen Conlon as Director For For Mgmt Despite these shortcomings, director elections are standard proposals at annual meetings and these concerns would not be enough to lead us to oppose these candidates at this time. 3b Elect Richard Lee as Director For For Mgmt 4 Approve Reduction in Stated Capital For For Mgmt 5 Approve Remuneration of Directors in the For For Mgmt Amount of A$1.15 Million 05/02/06 - A CSR PLC G1790J103 None 2,415 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Elect Anthony Carlisle as Director For For Mgmt 4 Re-elect John Whybrow as Director For For Mgmt 5 Re-elect David Tucker as Director For For Mgmt 6 Re-elect Paul Goodridge as Director For For Mgmt 7 Reappoint Deloitte & Touche LLP as For For Mgmt Auditors and Authorise the Board to Determine Their Remuneration 8 Authorise the Company and Cambridge For For Mgmt Silicon Radio Limited to Make EU Political Organisations Donations up to GBP 12,500 and Incur EU Political Expenditures up to GBP 12,500 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 42,821.41 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 6,423 11 Authorise 6,423,211 Ordinary Shares for For For Mgmt Market Purchase 04/27/06 - A Cullen/Frost Bankers, Inc. *CFR* 229899109 03/10/06 8,500 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt This proposal seeks to increase authorized common stock by 120,000,000 shares, which is 10,500,000 shares below the allowable increase of 130,500,000 shares. 3 Ratify Auditors For For Mgmt 03/23/06 - A D. Carnegie & Co AB W20708116 03/17/06 3,200 1 Elect Chairman of Meeting For For Mgmt 2 Prepare and Approve List of Shareholders For For Mgmt 3 Approve Agenda of Meeting For For Mgmt 4 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 5 Acknowledge Proper Convening of Meeting For For Mgmt 6 Receive Financial Statements and Statutory None None Mgmt Reports; Receive Report from Auditors; Receive Managing Directors' Report; Receive Chairman's Report; Receive the Audit and the Remuneration Committee's Report 7A Accept Financial Statements and Statutory For For Mgmt Reports 7B Approve Allocation of Income and Dividends For For Mgmt of SEK 9.19 Per Share 7C Approve Discharge of Board and President For For Mgmt 8 Approve Remuneration of Directors in the For For Mgmt Aggregate Amount of SEK 3.75 Million 9 Reelect Christer Zetterberg, Anders For For Mgmt Ljungh, Karin Forseke, Fields Wicker-Miurin, Hugo Andersen, Dag Sehlin, and Niclas Gabran as Directors; Elect Kjartan Gunnarsson as New Director 10 Approve Remuneration Policy and Other For Against Mgmt Terms of Employment for Executive Management We would like to have seen further details disclosed about the remuneration policies applied. Such information should describe the components of the remuneration package (cash, long-term incentives, pension) and provide details of the key features of compensation schemes, such as shares reserved, performance criteria, exercise price, and vesting period. According to the company's year-end report for 2005, D. Carnegie has 3.8 million warrants (options) outstanding, representing potential dilution of 5.5 percent. For a mature company such as D. Carnegie, we believe that the potential dilution from stock-based compensation plans should be limited to 5 percent. It is unclear whether there are other equity-based compensation plans, as the 2005 annual report has not yet been disclosed. We recommend that shareholders contact the company's investor relations department directly to request better disclosure. Because of the lack of sufficient information regarding the details of the proposed remuneration policy, a vote against this item must be recommended. 11 Amend Articles Re: Various Changes to For For Mgmt Comply with New Swedish Companies Act All of the amendments are either neutral or positive in terms of their impact on shareholder value. Shareholders are advised to vote for the proposal. 12 Authorize Chairman of Board and For For Mgmt Representatives of Minimum Three and Maximum Five of Company's Largest Shareholders to Serve on Nominating Committee At this meeting, because of a lack of controversy regarding the Nominating Committee in the past, we recommend a vote in favor of this proposal. 13 Close Meeting None None Mgmt 04/12/06 - A Daimlerchrysler AG D1668R123 None 5,009 1 Receive Financial Statements and Statutory None Mgmt Reports 2 Approve Allocation of Income and Dividends For Mgmt of EUR 1.50 per Share 3 Approve Discharge of Management Board for For Mgmt Fiscal 2005 4 Approve Discharge of Supervisory Board for For Mgmt Fiscal 2005 5 Ratify KPMG Treuhand-Gesellschaft For Mgmt Aktiengesellschaft as Auditors for Fiscal 2006 6 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares 7 Elect Manfred Bischoff to the Supervisory For Mgmt Board 8 Amend Articles Re: Conducting of For Mgmt Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance) 9 Authorize Special Audit of Smart Brand Against ShrHoldr Business; Appoint Michael Wahlscheidt as Special Auditor 10 Authorize Special Audit of Maybach Brand Against ShrHoldr Business; Appoint Michael Wahlscheidt as Special Auditor Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 03/14/06 - A Danske Bank AS (Formerly Den Danske K22272114 02/15/06 12,550 Bank) 1 Approve Financial Statements; Approve For For Mgmt Discharge of Management and Board; Approve Allocation of Income and Dividends of DKK 10 Per Share 2 Amend Articles Re: Reduce Board Term of For For Mgmt Directors From Four to Two Years; Reduce Range of Shareholder-Elected Board Members (6-10); Removal of Article Concerning Director Election 3 Reelect Sten Scheibye, Birgit For For Mgmt Aagaard-Svendsen, Alf Duch-Pedersen, Henning Christophersen, and Claus Vastrup to the Supervisory Board 4 Reappoint Grant Thornton and KPMG C. For For Mgmt Jespersen as Auditors 5 Authorize Repurchase of Up to Ten Percent For For Mgmt of Issued Share Capital Some shareholders object to corporations repurchasing shares. They prefer to see extra cash invested in new businesses or paid out as dividends. We believe that when timed correctly, corporate stock repurchases are a legitimate use of corporate funds and can add to long-term shareholder returns. For this reason, we recommend a vote in favor of the board's proposal. 6 Amend Articles Re: Delete Secondary Name; For Against Mgmt Extend Authorisations to Increase Share Capital to March 1, 2011; Allow Electronic Publishing of Meeting Notice; Remove Clause Concerning Discharge of Directors While the two first amendments are non-contentious and would have no negative impact on shareholder value, we believe that removing one recourse that shareholders have to register their disapproval by voting against such a proposal is not in shareholders' best interest. Unfortunately, the adoption of the resolution does not allow piecemeal voting by shareholders, who are presented with an all-or-nothing choice. In this case, we believe that the negative provision under this item outweighs any positive ones. Shareholder Proposal 7 Shareholder Proposal Re: Danske Bank As None Against ShrHoldr Place of Depository We do not believe that it is shareholders' interest that Danske Bank deviate from the Danish deposit rules to accommodate individual wishes. It is therefore recommended that investors vote against this proposal. 06/01/06 - A Deutsche Bank AG D18190898 None 643 1 Receive Financial Statements and Statutory None Mgmt Reports for Fiscal 2005 2 Approve Allocation of Income and Dividends For Mgmt of EUR 2.50 per Share 3 Approve Discharge of Management Board for For Mgmt Fiscal 2005 4 Approve Discharge of Supervisory Board for For Mgmt Fiscal 2005 5 Ratify KPMG Deutsche Treuhand-Gesellschaft For Mgmt AG as Auditors for Fiscal 2006 6 Authorize Repurchase of Up to Five Percent For Mgmt of Issued Share Capital for Trading Purposes 7 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares 8 Elect Supervisory Board Member For Mgmt 9 Approve Creation of EUR 128 Million Pool For Mgmt of Capital without Preemptive Rights 10 Amend Articles Re: Calling of and For Mgmt Conducting of Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance) 11 Amend Articles Re: Editorial Changes to For Mgmt Registration of Shares; Supervisory Board Responsibilites and Structure; Conducting of Shareholder Meetings Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/09/06 - A Developers Diversified Realty Corp. 251591103 03/20/06 13,200 *DDR* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/23/06 - A Diamond Offshore Drilling, Inc. *DO* 25271C102 03/27/06 3,820 1 Elect Directors For Split Mgmt 1.1 Elect Director James S. Tisch --- Withhold We recommend a vote FOR the directors with the exception of insiders Arthur L. Rebell, Herbert C. Hofmann, Lawrence R. Dickerson, and James S. Tisch. We recommend that shareholders WITHHOLD votes from Arthur L. Rebell, Herbert C. Hofmann, Lawrence R. Dickerson and James S. Tisch for failure to establish an independent nominating committee and for failure to establish a majority independent board. 1.2 Elect Director Lawrence R. Dickerson --- Withhold 1.3 Elect Director Alan R. Batkin --- For 1.4 Elect Director Charles L. Fabrikant --- For 1.5 Elect Director Paul G. Gaffney, II --- For 1.6 Elect Director Herbert C. Hofmann --- Withhold 1.7 Elect Director Arthur L. Rebell --- Withhold 1.8 Elect Director Raymond S. Troubh --- For 2 Ratify Auditors For For Mgmt 04/25/06 - A DNB NOR ASA(frmly DNB Holding ASA R1812S105 None 13,900 (Formerly Den Norske Bank AS)) 1 Amend Articles Re: Specify that Control For For Mgmt Committee Chairman and Vice-Chairman are Elected by the General Meeting 2 Elect Wenche Agerup, Nils Bastiansen, Jan For For Mgmt Dyvi, Toril Eidesvik, Harbjoern Hansson, Eldbjoerg Loewer, Dag Opedal, Arthur Sletteberg, Tove Storroedvann, Hanne Wiig, and Tomas Leire as Members of Committee of Representatives; Elect Six Deputy Members 3 Reelect Trond Mohn, Per Moeller, and For For Mgmt Benedicte Schilbred as Members of Nominating Committee; Elect Eldbjoerg Loewer and Per Sanderud as New Members of Nominating Committee 4 Approve Financial Statements, Allocation For For Mgmt of Income and Dividends of NOK 3.50 per Share; Approve Group Contributions in the Amount of NOK 1,458 Million to Subsidiary Vital Forsakring ASA 5 Approve Remuneration of Auditors in the For For Mgmt Amount of NOK 450,000 for 2006 6 Approve Remuneration of Members of Control For For Mgmt Committee in the Amount of NOK 290,000 for Chairman, NOK 210,000 for Vice Chairman, and NOK 180,000 for Other Members 7 Authorize Repurchase of Up to Ten Percent For For Mgmt of Issued Share Capital 06/15/06 - A Dongbu Insurance Co. Y2096K109 03/31/06 2,110 1 Approve Appropriation of Income and For For Mgmt Dividend of KRW 425 Per Share 2 Amend Articles of Incorporation to Expand For For Mgmt Business Objectives and to Exclude Directors from Stock Options Issued By Board 3 Elect Member of Audit Committee For For Mgmt 4 Approve Limit on Remuneration of Directors For For Mgmt 05/04/06 - A E.ON AG (formerly Veba Ag) D24909109 04/13/06 1,988 1 Receive Financial Statements and Statutory None Mgmt Reports 2 Approve Allocation of Income and an For Mgmt Ordinary Dividends of EUR 2.75 per Share and Bonus Dividend of EUR 4.25 per Share 3 Approve Discharge of Management Board for For Mgmt Fiscal 2005 4 Approve Discharge of Supervisory Board for For Mgmt Fiscal 2005 5 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares 6 Approve Affiliation Agreements with For Mgmt Subsidiary E.ON Zwoelfte Verwaltungs GmbH 7 Approve Affiliation Agreements with For Mgmt Subsidiary E.ON Dreizehnte Verwaltungs GmbH 8 Amend Articles Re: Conducting of For Mgmt Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance) 9 Ratify PricewaterhouseCoopers AG as For Mgmt Auditors for Fiscal 2006 Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/31/06 - A EastGroup Properties, Inc. *EGP* 277276101 04/13/06 8,300 1 Elect Directors For For Mgmt 04/26/06 - A Eaton Corp. *ETN* 278058102 02/27/06 6,470 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/06 - A Edison International *EIX* 281020107 02/27/06 14,300 1 Elect Directors For For Mgmt 2 Amend Articles To Eliminate Fair Price For For Mgmt Provision We support the company's effort to remove the fair price provision from its articles of incorporation, which has an antitakeover effect. We believe that the proposed amendment is in shareholders' best interest as it represents an improvement in the company's corporate governance structure. 3 Adopt Simple Majority Vote Requirement Against Against ShrHoldr ISS maintains that a simple majority of voting shares should be sufficient to effect changes in a company's corporate governance. Therefore, we support the general idea of the shareholder proposal. However, management has submitted a proposal to amend the company's articles of association to eliminate "Fair Price Provision", which we support (see item 2 above). As such, we feel that this proposal is unnecessary in light of the fact that the board has addressed the concerns brought forth in the shareholder proposal. 02/24/06 - A ENDESA S.A. E41222113 None 5,022 1 Approve Individual and Consolidated For For Mgmt Financial Statements for Fiscal Year Ended 12-31-05 and Discharge Directors 2 Approve Allocation of Income and Dividends For For Mgmt 3 Approve Auditors for Company and Its For For Mgmt Consolidated Group 4 Authorize Company and Its Subsidiaries to For For Mgmt Repurchase Shares in Accordance with Spanish Public Company Law 5 Authorize Board to Ratify and Execute For For Mgmt Approved Resolutions 05/25/06 - A Eni Spa T3643A145 05/23/06 4,635 Annual Meeting Agenda 1 Accept Financial Statements, Consolidated For Mgmt Financial Statements, and Statutory Reports for the Fiscal Year 2005 2 Approve Allocation of Income For Mgmt 3 Authorize Share Repurchase Program; Revoke For Mgmt Previously Granted Authorization to Repurchase Shares 4 Approve Stock Option Plan 2006-2008; For Mgmt Authorize Reissuance of Repurchased Shares to Service the Stock Option Plan 5 Approve Director and/or Internal Auditors' For Mgmt Indemnification/Liability Provisions Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/25/06 - S Eni Spa T3643A145 05/23/06 4,635 Special Business 1 Amend Articles Re: 13 (sub-paragraph 1), For Mgmt 17 (sub-paragraph 3), 24 (sub-paragraph 1), and 28 (sub-paragraphs 2 and 4) Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/12/06 - A Equitable Resources, Inc. *EQT* 294549100 02/13/06 10,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 05/11/06 - A Equity Inns, Inc. *ENN* 294703103 03/15/06 21,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/24/06 - A Equity Office Properties Trust *EOP* 294741103 03/31/06 12,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/06 - A Equity Residential *EQR* 29476L107 03/31/06 28,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 07/22/05 - A Exelon Corp. *EXC* 30161N101 05/02/05 12,600 1 Issue Shares in Connection with an For For Mgmt Acquisition Based on our review of the terms of the transaction and the factors described above, we believe that the share issuance warrants shareholder support. 2 Elect Directors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt The requested increase of 800,000,000 shares is below the allowable threshold of 1,440,000,000 shares. 4 Ratify Auditors For For Mgmt 5 Approve Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 3.11 percent is within the allowable cap for this company of 8.66 percent. Additionally, this plan forbids repricing. 6 Approve Qualified Employee Stock Purchase For For Mgmt Plan ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 7 Adjourn Meeting For Against Mgmt We recommend that shareholders vote against this proposal given the broad authority that this proposal would grant beyond the solicitation of additional proxies. 05/31/06 - A Exxon Mobil Corp. *XOM* 30231G102 04/06/06 42,104 1 Elect Directors For Split Mgmt 1.1 Elect Director Michael J. Boskin --- For We recognize the company's contention that they are using base salary plus bonus in the pension calculation because they consider earnings bonus units as part of the annual cash bonus. Nevertheless the earnings bonus units are long-term performance based pay, not annual cash bonuses, and are recorded as LTIPs in the proxy statement.The inclusion of performance-based compensation into the pension calculation has inflated the value of pension earnings for executives at ExxonMobil. Mr. Raymond's $98 million retirement package would have been considerably smaller without the addition of earnings bonus units into the calculation. Creating a retirement program where performance awards are rolled into a pension means that those awards are earned once, but used as compensation twice. This double dipping phenomenon has created a wealth enhancing effect for all participants under this plan. The plan will continue to generate sizeable payouts for Mr. Tillerson, just as it did for Mr. Raymond. Therefore, we urge the Compensation Committee to amend the practice of including earnings bonus units in the pension calculation, as this practice grossly inflates the pension payout and has no discernable value for shareholders. ISS recommends shareholders to withhold votes from the members of the compensation committee with the exception of Samuel J. Palmisano for the poor compensation practices. Samuel J. Palmisano, one of the current members of the compensation committee, joined the board in 2006. We recommend shareholders to withhold votes from William R. Howell, James R. Houghton, Reatha Clark King and Walter V. Shipley for administering a poor compensation practice. 1.2 Elect Director William W. George --- For 1.3 Elect Director James R. Houghton --- Withhold 1.4 Elect Director William R. Howell --- Withhold 1.5 Elect Director Reatha Clark King --- Withhold 1.6 Elect Director Philip E. Lippincott --- For 1.7 Elect Director Henry A. McKinnell, Jr. --- For 1.8 Elect Director Marilyn Carlson Nelson --- For 1.9 Elect Director Samuel J. Palmisano --- For 1.10 Elect Director Walter V. Shipley --- Withhold 1.11 Elect Director J. Stephen Simon --- For 1.12 Elect Director Rex W. Tillerson --- For 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against For ShrHoldr In this case, the number of directors at any time may be increased or diminished by the vote of the board of directors as stated in the company's certificate of incorporation. Therefore, the company fails to meet all of the aforementioned corporate governance. Accordingly, the proposal warrants shareholder support. 4 Require a Majority Vote for the Election Against For ShrHoldr of Directors ISS advocates that the director election system gives full effect to the shareholder franchise. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 5 Company-Specific-Nominate Independent Against Against ShrHoldr Director with Industry Experience Therefore ISS believes that diverse experience among a company's directors can improve the board's ability to effectively oversee the strategic management of the company. However, because of concerns over the feasibility of implementing this resolution and the lack of information suggesting that the current directors are uninformed, or failing in their responsibilities to shareholders, we do not recommend shareholder support at this time. 6 Require Director Nominee Qualifications Against Against ShrHoldr According to ISS' policies, none of the directors are currently over-committed. Further, the company has policies and procedures in place to ensure that directors are not over-committeed. Therefore, ISS does not believe that this item warrants shaerholder support. 7 Non-Employee Director Compensation Against Against ShrHoldr The proponent's concern on excessive CEO compensation is valid in the current environment. Executive compensation is a major concern among shareholders. Lucrative CEO compensation packages, stealth compensation in the form of deferred compensation and supplemental executive retirement plans, poor alignment of pay and performance have led to shareholders' dissatisfaction. The mounting concern is evidenced by the growing number of pay related shareholder proposals and the litigation on executive pay practices. However, the proponent has targeted director's compensation and not CEO's compensation. Unlike CEO's pay, director compensation is generally not pay for performance. Instead, directors receive annual retainer fee, plus additional fees for serving on committees and attending board and committee meetings. To align the interests of directors with shareholders, directors also receive automatic grants of stock options and/or stock awards. Abuse in the area of director compensation appears in isolated cases. Retirement packages, such as pension programs for directors are no longer common among companies. ISS believes the proponent's request to annually seek shareholder approval for every future director compensation package is burdensome and offers little value to shareholders. Furthermore, the proposal does not seek to address the real issue - runaway CEO compensation. 8 Separate Chairman and CEO Positions Against Abstain ShrHoldr 9 Review Executive Compensation Against Against ShrHoldr We believe that the compensation committee report should provide a more robust discussion of executive pay decisions, particularly in light of the substantial compensation and retirement packages that were granted to Mr. Raymond. However, we question the utility to shareholders of a detailed report disclosing and analyzing the balance between executive compensation and the pay of Exxon Mobil's lowest paid employees over the last ten years. While we agree that shareholders could benefit from an in depth review of the compensation committee's policies to control excessive CEO pay , the specific information requested by this resolution focuses more directly on the issue of pay disparity within the company, and may result in a report that is arbitrary in nature, or provides limited meaningful information to shareholders. As such, we do not recommend shareholder support for this resolution. 10 Link Executive Compensation to Social Against Against ShrHoldr Issues Although ISS generally recommends votes for proposals that increase performance-based compensation for executives, the system suggested in this resolution proposes that the compensation committee calculate a portion of executive salary based solely on certain social and environmental factors. While ISS is concerned with some aspects of the company's pay practices, we do not believe that establishing and disclosing detailed social and environmental metrics as quantified factors to be used when calculating executive compensation would benefit shareholder. In our opinion, explicitly defining such criteria could limit the compensation committee's ability to effectively establish and maintain the link between executive compensation and overall company performance in a dynamic industry. As such, we do not recommend shareholder support for this resolution. 11 Report on Political Contributions Against Against ShrHoldr In the case of ExxonMobil, ISS notes that the company provides some detailed information on its political contributions on the corporate website. Specifically, this information reiterates the company's policies related to corporate and PAC spending and discloses aggregate contribution amounts for corporate funds to state political initiatives and 527 organizations, as well as an overview of PAC contributions. Therefore, while we agree with the proponents that the business rational and detailed data on every type of political contribution may not be easily accessed, it is our opinion that information provided by Exxon Mobil's political contributions segment of the company website provides shareholders with sufficient insight into the company's policies and controls. As such, ISS does not believe that additional reporting on this matter is warranted at this time. 12 Report on Charitable Contributions Against Against ShrHoldr Without information suggesting that the company's management of its contributions or perks has had a negative impact on shareholder value, ISS does not believe that it is necessary or appropriate to challenge this particular contribution or the company's policies in general. Therefore, based on questions over the necessity and utility of this resolution, we do not recommend shareholder support. 13 Amend Equal Employment Opportunity Policy Against For ShrHoldr to Prohibit Discrimination Based on Sexual Orientation Given the fact that company's competitors reference sexual orientation discrimination in their EEO statements and the fact that Mobil did explicitly bar this type of discrimination in its EEO statement prior to the merger with Exxon, we believe that the company should amend its EEO to explicitly prohibit discrimination based on sexual orientation. As such, we recommend that shareholders vote for this resolution. 14 Report on Damage Resulting from Drilling Against Against ShrHoldr for Oil and gas in Protected Areas Therefore, based on the level of existing disclosure relative to other companies in the industry and the potential cost and burden associated with producing this information, we recommend a vote against this resolution. 15 Report Accountability for Company's Against Against ShrHoldr Environmental Impacts due to Operation In this case, the proponent is asking ExxonMobil to disclose information on how it is accountable for the environmental impacts that its operations have on communities. Specifically, the shareholder is asking that the company discuss not only the negative impact of its operations, but also details on how the company integrates community awareness into its policies and reporting. ISS notes that the company is involved in several community initiatives to improve social welfare or encourage ongoing dialogue with the company on issues of importance to stakeholders. Moreover, the company provides a substantial amount of disclosure on its environmental performance and social initiatives. While this disclosure may not discuss each issue recommended by the proponent, it does allow investors to clearly evaluate the policies and management controls that the company has established to measure and evaluate environmental performance and the impact of company operations on community stakeholders. Therefore, ISS does not believe that shareholder support for this resolution is warranted. 05/16/06 - A FirstEnergy Corporation *FE* 337932107 03/21/06 14,700 1 Elect Directors For Split Mgmt 1.1 Elect Director Anthony J. Alexander --- Withhold We recommend a vote FOR Robert B. Heisler, but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from Jesse T. Williams, Sr., Wes M. Taylor, George M. Smart, Russell W. Maier, William T. Cottle, Dr. Carol A. Cartwright, and Anthony J. Alexander for failure to take action on a majority-approved shareholder proposal. 1.2 Elect Director Carol A. Cartwright --- Withhold 1.3 Elect Director William T. Cottle --- Withhold 1.4 Elect Director Robert B. Heisler, Jr. --- For 1.5 Elect Director Russell W. Maier --- Withhold 1.6 Elect Director George M. Smart --- Withhold 1.7 Elect Director Wes M. Taylor --- Withhold 1.8 Elect Director Jesse T. Williams, Sr. --- Withhold 2 Ratify Auditors For For Mgmt 3 Adopt Simple Majority Vote Requirement Against For ShrHoldr ISS Analysis and ConclusionISS acknowledges that adoption of this proposal may not eliminate the supermajority provisions. We also acknowledge that an affirmative vote of at least 80 percent of the outstanding shares would be required to eliminate the supermajority vote. However, based on principle, ISS maintains that a simple majority of voting shares should be sufficient to effect changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking amendments that are in shareholders' best interests. Further, we note that this proposal received the clear mandate of the FirstEnergy's shareholders last year's meeting with a 57.97 percent vote of the outstanding shares.ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. As such, we support this proposal. 4 Submit Severance Agreement (Change in Against For ShrHoldr Control) to shareholder Vote ISS Analysis and ConclusionISS supports the submission of "golden parachutes" for shareholder approval as a general principle. We believe that a company's severance agreements should be reasonable and not excessive. To be effective without creating distorted incentives with respect to management, severance agreements must be considerably less attractive than continued employment with the company.While ISS recognizes that FirstEnergy has a severance policy in place which limits the multiplier of executives' base salary and target short-term incentive compensation to 2.99 times, the company does not clearly define these severance benefits. Therefore, the company's adopted policy does not meet all the requirements of the shareholder proposal. Furthermore, the proposal provides some flexibility for the company, whereby the board may seek approval of the shareholder approval after the material terms of the severance agreement have been agreed upon. As such, we support this proposal. 10/28/05 - A FKP Property Group(frmly FKP Limited) Q3930V102 10/26/05 23,840 *FKP* 1 Elect Philip Parker as Director For For Mgmt 2 Elect Leonard Ross McKinnon as Director For For Mgmt 3 Approve Remuneration Report For Against Mgmt Based on the negative issues with regard to the renumeration of the directors, we recommend shareholders to oppose this resolution. 4 Approve the Managing Director's Security For For Mgmt Plan 5 Approve Issuance of Up to 19.50 Million For For Mgmt Securities to Mulpha Northwest Investments Pty Ltd and Mulpha Australia Ltd 11/08/05 - A Fletcher Building Ltd. (frmrly. Q3915B105 11/06/05 23,160 Fletcher Challenge Building) 1a Elect Roderick Deane as Director For For Mgmt 1b Elect Kerrin Vautier as Director For For Mgmt 2 Authorize Board to Fix Remuneration of For For Mgmt KPMG as the Company's Auditors 05/02/06 - A/S Fording Canadian Coal Trust *FDG.U* 345425102 03/20/06 2,600 1 Elect LLoyd Barber as Trustee For For Mgmt 2 Elect Michael Grandin as Trustee For For Mgmt 3 Elect Michael Parrett as Trustee For For Mgmt 4 Elect Harry Schaefer as Trustee For For Mgmt 5 Elect Peter Valentine as Trustee For For Mgmt 6 Elect Robert Wright as Trustee For For Mgmt 7 Elect John Zaozirny as Trustee For For Mgmt 8 Elect Directors For For Mgmt 9 Approve PricewaterhouseCoopers LLP as For For Mgmt Auditors and Authorize Board to Fix Remuneration of Auditors 10 Approve Arrangement Resolution For For Mgmt 11 Amend Declaration of Trust For For Mgmt 12 Amend Shareholder Rights Plan For For Mgmt 13 Amend Phantom Unit Plan For Against Mgmt 05/11/06 - S Fortis SA/NV B4399L102 None 5,442 1 Open Meeting None Mgmt 2.1 Receive Special Report on Authorized None Mgmt Capital 2.2 Approve the Creation of a New Authorized For Mgmt Capital with Exclusion of Preemptive Rights and the Possibility of Using during a Takeover 3.1 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 3.2 Authorize Alienation of the Repurchased For Mgmt Shares 4 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/31/06 - A/S Fortis SA/NV B4399L102 None 5,442 Ordinary Business 1 Open Meeting None Mgmt 2.1.1 Receive Directors' Report None Mgmt 2.1.2 Receive Consolidated Financial Statements None Mgmt 2.1.3 Accept Financial Statements For Mgmt 2.1.4 Approve Allocation of Income For Mgmt 2.2.1 Receive Explanation on Company's Dividend None Mgmt Policy 2.2.2 Approve Dividends of EUR 1.16 per Fortis For Mgmt Unit 2.3.1 Approve Discharge of Directors For Mgmt 2.3.2 Approve Discharge of Auditors For Mgmt 3 Discussion on Company's Corporate None Mgmt Governance Structure 4 Elect Directors For Mgmt 4.3 Ratify PricewaterhouseCoopers as Auditors For Mgmt Special Business 5.1 Receive Directors' Special Report on None Mgmt Authorized Capital 5.2 Authorize Board to Issue Shares in the For Mgmt Event of a Public Tender Offer or Share Exchange Offer 6.1 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 6.2 Authorize Reissuance of Repurchased Shares For Mgmt 7 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/04/06 - A Freeport-McMoRan Copper & Gold Inc. 35671D857 03/07/06 8,300 *FCX* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 5.39 percent is within the allowable cap for this company of 11.26 percent. Additionally, this plan expressly forbids repricing. 4 Review Payment Policy to Indonesian Against Against ShrHoldr Military ConclusionIn this case, ISS acknowledges the proponents' concerns related to this issue and the tragedy that served as the impetus for filing the proposal at the company. That said, ISS notes that the company has made public information on its human rights policies in general and also discloses information on its security operations in Indonesia on the company website. Further, it appears that the company is taking the appropriate steps to monitor its compliance with its human rights policies, hiring external auditors and securing special counsel on human rights. The company has asserted that there is no alternative to the Indonesian military and police for security in the area. Considering the scope and complexity of this issue, ISS believes that the company is taking appropriate steps by disclosing detailed information on its operations in Papua. As such, we recommend a vote against this proposal. 04/26/06 - A General Electric Co. *GE* 369604103 02/27/06 24,000 1 Elect Directors For Split Mgmt 1.1 Elect Director James I. Cash, Jr. --- For We recommend a vote FOR the directors with the exception of independent outsider Claudio X. Gonzalez. We recommend that shareholders WITHHOLD votes from Claudio X. Gonzalez for sitting on more than three boards while serving as a CEO. 1.2 Elect Director Sir William M. Castell --- For 1.3 Elect Director Ann M. Fudge --- For 1.4 Elect Director Claudio X. Gonzalez --- Withhold 1.5 Elect Director Jeffrey R. Immelt --- For 1.6 Elect Director Andrea Jung --- For 1.7 Elect Director Alan G. Lafley --- For 1.8 Elect Director Robert W. Lane --- For 1.9 Elect Director Ralph S. Larsen --- For 1.10 Elect Director Rochelle B. Lazarus --- For 1.11 Elect Director Sam Nunn --- For 1.12 Elect Director Roger S. Penske --- For 1.13 Elect Director Robert J. Swieringa --- For 1.14 Elect Director Douglas A. Warner, III --- For 1.15 Elect Director Robert C. Wright --- For 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Voting Against Against ShrHoldr In this case, the company meets all of the company's corporate governance criteria. Accordingly, the proposal does not warrant shareholder support 4 Adopt Policy on Overboarded Directors Against For ShrHoldr Although the company maintains a policy regarding overboarded directors, the policy permits the maintenance of current directors who exceed these limits if the board determines that such director's service on the board would not be impaired. In fact, the company has already made an exception with regard to director Claudio Gonzalez, who sits on over six other public company boards. The proponent's request would not allow the company to bypass or alter these limits without shareholder approval. Therefore, we believe that the proponent's request represents a preferable policy framework from a shareholder's perspective. As such, we believe this item warrants shareholder support. 5 Company-Specific -- One Director from the Against Against ShrHoldr Ranks of the Retirees ISS believes that director nominees who are best qualified and who have the relevant experience should serve as directors for the interests of all shareholders and as such the director selection process should not be limited to a certain type of director. This proposal would limit the board's independent nominating committee from selecting the best director candidates. Further, the board already includes directors with diverse experience. As such, we do not support this item. 6 Separate Chairman and CEO Positions Against Against ShrHoldr We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO position. 7 Require a Majority Vote for the Election Against Against ShrHoldr of Directors At this time, considering the company's actions taken to create a meaningful alternative in their bylaws, we recommend that shareholders vote AGAINST this proposal. 8 Report on Environmental Policies Against Against ShrHoldr Therefore, while ISS would encourage the company to continue to evaluate and disclose information on its policies and strategic directions, we do not believe that shareholder support for this resolution is warranted. 04/17/06 - A Genuine Parts Co. *GPC* 372460105 02/10/06 10,000 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 3 Amend Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 5.78 percent is within the allowable cap for this company of 9.71 percent. Additionally, this plan expressly forbids repricing. 4 Ratify Auditors For For Mgmt 05/12/06 - A Gkn Plc (Guest Keen & Netfld.) G39004232 None 22,557 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of 8.2 Pence Per For For Mgmt Ordinary Share 3 Re-elect Roy Brown as Director For For Mgmt 4 Re-elect Sir Ian Gibson as Director For For Mgmt 5 Re-elect Kevin Smith as Director For For Mgmt 6 Reappoint PricewaterhouseCoopers LLP as For For Mgmt Auditors of the Company 7 Authorize Board to Fix Remuneration of For For Mgmt Auditors 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 79,692,205 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 18,511,655 10 Approve Remuneration Report For For Mgmt 11 Authorise 71,524,622 Ordinary Shares for For For Mgmt Market Purchase 12 Authorise the Company to Make EU Political For For Mgmt Organisation Donations up to GBP 200,000 and Incur EU Political Expenditures up to GBP 200,000 05/17/06 - A GlaxoSmithKline PLC (formerly Glaxo G3910J112 None 3,088 Wellcome Plc ) 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Elect Moncef Slaoui as Director For For Mgmt 4 Elect Tom de Swaan as Director For For Mgmt 5 Re-elect Lawrence Culp as Director For For Mgmt 6 Re-elect Sir Crispin Davis as Director For For Mgmt 7 Re-elect Ronaldo Schmitz as Director For For Mgmt 8 Reappoint PricewaterhouseCoopers LLP as For For Mgmt Auditors of the Company 9 Authorize Audit Committee to Fix For For Mgmt Remuneration of Auditors 10 Approve the Company to Make EU Political For For Mgmt Organisation Donations up to GBP 50,000 and Incur EU Political Expenditure up to GBP 50,000 11 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 485,201,557 12 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 72,780,233 13 Authorise 582,241,869 Ordinary Shares for For For Mgmt Market Purchase 05/17/06 - A Gramercy Capital Corp *GKK* 384871109 03/15/06 40,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/25/06 - A HBOS PLC G4364D106 None 4,784 Holders of the 6.0884 Percent Non-Cumulative Preference Shares are Only Entitled to Vote on Resolution 19 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 24.35 Pence Per For For Mgmt Share 4 Elect Peter Cummings as Director For For Mgmt 5 Elect Karen Jones as Director For For Mgmt 6 Re-elect Andy Hornby as Director For For Mgmt 7 Re-elect Phil Hodkinson as Director For For Mgmt 8 Re-elect Sir Ronald Garrick as Director For For Mgmt 9 Re-elect Coline McConville as Director For For Mgmt 10 Reappoint KPMG Audit plc as Auditors and For For Mgmt Authorise the Board to Determine Their Remuneration 11 Approve Increase in Authorized Capital to For For Mgmt GBP 4,685,000,000, EUR 3,000,000,000, USD 5,000,000,000, AUS$1,000,000,000 and CAN$1,000,000,000 by the Creation of Preference Shares 12 Auth. Issue of Ordinary Shares with For For Mgmt Pre-emp. Rights up to Aggregate Nominal Amount of GBP 319,304,642; Issue of Preference Shares with Pre-emp. Rights up to GBP 3,126,852,845, EUD 3,000,000,000, USD 4,498,500,000, AUS$1,000,000,000 and CAN$1,000,000,000 13 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 47,895,696 14 Authorise 383,103,366 Ordinary Shares for For For Mgmt Market Purchase 15 Approve EU Political Organisation For For Mgmt Donations and Incur EU Political Expenditure up to GBP 100,000 There has been political expenditure during the year. - (i) An employee was seconded part-time, initially by HBOS UK plc and then by HBOS plc to the Cross Party Group on the Scottish Economy ('CPG') in the Scottish Parliament. The CPG is not a political party. The PPERA contains a specific exemption to the definition of EU Political Organisation for all party groups composed of members of the Westminster Houses of Parliament, but there is no such specific exemption for all party groups of the Scottish Parliament. The Company is therefore disclosing that the total amount of the donations made to the CPG during the last financial year was GBP 11,365 (USD 20,000) in respect of the completion of 70 working days of the secondment, representing the employee's salary paid by the Company during that time, not a cash donation. - (ii) In connection with the Company's consideration of the implications of the Turner Review and pensions reform generally, the Company subscribed to membership of The City & Business Network - a discussion forum on public policy issues of interest to most UK companies. The Network is an offshoot of The Fabian Society which, although a social research organisation, comprises an EU Political Organisation for the purposes of PPERA. The above subscription (totalling GBP 3,525 / USD 6,100), which will not be renewed, thus constitutes political expenditure within the meaning of the Act.RREV has considered the nature of this expenditure and has concluded that these occurances do not represent attempts to unduly influence the political process. We consider that the expenditure was incurred in relation to reasonable activities and was not contrary to shareholder interests. We therefore have no concerns regarding this matter and recommend support for the proposed renewal of the authority. 16 Approve HBOS plc Extended Short Term For For Mgmt Incentive Plan 17 Amend Articles of Association Re: Rights For For Mgmt of Preference Shares, Board Composition,Dividend Payments and Directors' Indemnities RREV considers the proposals acceptable, given the various assurances provided by the Company. 18 Amend Memorandum of Association For For Mgmt 19 Amend Articles of Association Re: For For Mgmt Preference Shares 05/12/06 - A Helvetia Patria Holding H35927120 None 277 1 Share Re-registration Consent For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/12/06 - A Helvetia Patria Holding H35927120 None 277 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Approve Discharge of Board and Senior For Mgmt Management 3 Approve Allocation of Income and Dividends For Mgmt of CHF 9 per Share 4 Change Company Name to Helvetia Holding AG For Mgmt 5 Amend Articles Re: Capital Holding For Mgmt Requirement for Submitting Shareholder Proposals 6 Elect Directors For Mgmt 7 Ratify KPMG Fides Peat as Auditors For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 03/15/06 - A Hewlett-Packard Co. *HPQ* 428236103 01/17/06 28,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Require a Majority Vote for the Election Against For ShrHoldr of Directors ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that HP's resignation policy offers a sufficient alternative to the proposed majority voting standard. Further, with regard to management's concern that the proposal does not consider potential board vacancies or hold-overs, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 5 Claw-Back of Payments under Restatement Against Against ShrHoldr The proponents supporting argument with regard to Carley Fiorina's compensation speaks to severance packages and bears no relevance to the unearned bonuses addressed by the clawback proposal. Additionally, ISS notes that there is no history of chronic restatements or fraudulent activity by the company. ISS believes that the company has in place a reasonable clawback policy which requires the board to: (a) review of performance-based compensation to senior executives following a restatement and (b) seek to recoup all such bonuses to senior executives whose fraud or misconduct resulted in such restatement. As such, ISS recommend a vote AGAINST this proposal. 05/10/06 - A Highway Insurance Holdings G4482Y107 None 145,804 plc(formerly Ockham Holdings plc) 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of 3.7 Pence Per For For Mgmt Ordinary Share 3a Re-elect Paul Cosh as Director For For Mgmt 3b Elect Peter Salsbury as Director For For Mgmt 3c Elect Jan Shawe as Director For For Mgmt 4 Re-elect Richard Gamble as Director For For Mgmt 5 Reappoint KPMG Audit Plc as Auditors of For For Mgmt the Company 6 Authorise Board to Fix Remuneration of For For Mgmt Auditors 7 Authorise 20,433,166 Ordinary Shares for For For Mgmt Market Purchase 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 13,622,111 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 2,043,316 10 Approve Remuneration Report For Against Mgmt 04/27/06 - A HIQ International AB W4091V108 04/21/06 42,400 1 Elect Chairman of Meeting For For Mgmt 2 Prepare and Approve List of Shareholders For For Mgmt 3 Approve Agenda of Meeting For For Mgmt 4 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 5 Acknowledge Proper Convening of Meeting For For Mgmt 6 Receive President's Report None None Mgmt 7 Receive Financial Statements and Statutory None None Mgmt Reports 8.1 Approve Financial Statements and Statutory For For Mgmt Reports 8.2 Approve Allocation of Income and Dividends For For Mgmt of SEK 2.10 per Share 8.3 Approve Discharge of Board and President For For Mgmt 9 Determine Number of Members (7) Board For For Mgmt 10 Approve Remuneration of Directors in the For For Mgmt Aggregate Amount of SEK 1.1 Million 11 Reelect Ken Gerhardsen, Lars Stugemo, Carl For For Mgmt Bildt, Anders Ljung (Chairman), Leila Swaerd, Christina Pettersson, and Jukka Norokorpi as Directors 12 Approve Stock Option Plan for Key For For Mgmt Employees; Approve Creation of SEK 125,000 Pool of Capital to Guarantee Conversion Rights 13 Approve Issuance of 4.9 Million Shares For For Mgmt without Preemptive Rights 14 Amend Articles Re: Various Changes to For For Mgmt Comply with New Swedish Companies Act 15 Authorize Chairman of Board and For For Mgmt Representatives of Four of Company's Largest Shareholders to Serve on Nominating Committee 16 Other Business (Non-Voting) None None Mgmt 05/25/06 - A Home Depot, Inc. (The) *HD* 437076102 03/28/06 5,200 1 Elect Directors For Split Mgmt 1.1 Elect Director Gregory D. Brenneman --- Withhold We recommend a vote to WITHHOLD from all directors with the exception of new nominee Angelo R. Mozilo. We recommend that shareholders WITHHOLD votes from Thomas J. Ridge, Robert L. Nardelli, Kenneth G. Langone, Lawrence R. Johnson, Laban P. Jackson, Jr., Bonnie G. Hill, Milledge A. Hart, III, Claudio X. Gonzalez, John L. Clendenin, and Gregory D. Brenneman for failure to implement a majority supported shareholder proposal, Compensation Committee members Lawrence R. Johnston, Bonnie G. Hill, Claudio X. Gonzalez, and John L. Clendenin for the company's poor compensation practices, and Claudio X. Gonzalez for sitting on more than three boards while serving as CEO. 1.2 Elect Director John L. Clendenin --- Withhold 1.3 Elect Director Claudio X. Gonzalez --- Withhold 1.4 Elect Director Milledge A. Hart, III --- Withhold 1.5 Elect Director Bonnie G. Hill --- Withhold 1.6 Elect Director Laban P. Jackson, Jr. --- Withhold 1.7 Elect Director Lawrence R. Johnston --- Withhold 1.8 Elect Director Kenneth G. Langone --- Withhold 1.9 Elect Director Angelo R. Mozilo --- For 1.10 Elect Director Robert L. Nardelli --- Withhold 1.11 Elect Director Thomas J. Ridge --- Withhold 2 Ratify Auditors For For Mgmt 3 Increase Disclosure of Executive Against For ShrHoldr Compensation 4 Report on EEOC-Related Activities Against For ShrHoldr As such we recommend that shareholders vote for this resolution. 5 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 6 Require a Majority Vote for the Election Against For ShrHoldr of Directors ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 7 Submit Supplemental Executive Retirement Against For ShrHoldr Plans to Shareholder vote 8 Report on Political Contributions Against For ShrHoldr As such, we recommend that shareholders vote FOR this resolution. 9 Increase Disclosure of Executive Against For ShrHoldr Compensation Therefore, ISS believes that this proposal warrants shareholder support. 10 Affirm Political Non-partisanship Against Against ShrHoldr Since it appears that the company has already addressed this issue through its own internal policies and observance of federal law, we do not believe that support of this proposal is warranted. 04/24/06 - A Honeywell International, Inc. *HON* 438516106 02/24/06 14,600 1 Elect Directors For For Mgmt 1.1 Elect Director Gordon M. Bethune --- For We recommend a vote FOR the directors. 1.2 Elect Director Jaime Chico Pardo --- For 1.3 Elect Director David M. Cote --- For 1.4 Elect Director D. Scott Davis --- For 1.5 Elect Director Linnet F. Deily --- For 1.6 Elect Director Clive R. Hollick --- For 1.7 Elect Director James J. Howard --- For 1.8 Elect Director Bruce Karatz --- For 1.9 Elect Director Russell E. Palmer --- For 1.10 Elect Director Ivan G. Seidenberg --- For 1.11 Elect Director Bradley T. Sheares --- For 1.12 Elect Director Eric K. Shinseki --- For 1.13 Elect Director John R. Stafford --- For 1.14 Elect Director Michael W. Wright --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe company has submitted a multiple pay plan proposal. The combined shareholder value transfer for all the plans (Items 3 and 4) is 4.88 percent, which falls below the company's allowable shareholder value transfer cap of 6.11 percent. The total cost of the 2006 Stock Incentive Plan (Item 3 only) is 4.83 percent. The plan also expressly prohibits repricing of stock options and SARs. ISS commends the company for voluntarily committing to an annual burn rate of 1.0 percent to 1.5 percent of total shares outstanding. 4 Approve Non-Employee Director Omnibus For For Mgmt Stock Plan VI. Vote RecommendationThe company has submitted a multiple pay plan proposal. The combined shareholder value transfer for all the plans (Items 3 and 4) is 4.88 percent, which falls below the company's allowable shareholder value transfer cap of 6.11 percent. The total cost of the 2006 Stock Plan for Non-Employee Director (Item 4 only) is 2.35 percent. The plan also expressly prohibits repricing of stock options and SARs. 5 Require a Majority Vote for the Election Against For ShrHoldr of Directors ISS advocates that the director election system gives full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. The company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. Further, the proposal provides for a carve-out for plurality voting in the event of a contested election. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 6 Compensation- Director Compensation Against Against ShrHoldr ISS does not support this shareholder proposal. 7 Claw-back of Payments under Restatements Against For ShrHoldr ISS believes this proposal warrants shareholder vote and we recommend a vote FOR. 8 Report on Public Welfare Initiative Against Against ShrHoldr Therefore, ISS believes that the company could benefit from increased disclosure on its corporate website regarding this issue and potential costs associated with remediation. However, we do not believe that the actions requested by the proponents to accompany this report are necessary per se, or an appropriate expenditure of shareholder assets. 9 Eliminate or Restrict Severance Agreements Against For ShrHoldr (Change-in-Control) ISS recognizes that implementation of this policy may be difficult. However, we note that this proposal is somewhat similar to the severance/change-in-control proposal, whereby a company will seek shareholder approval for future severance agreements with senior executives that could provide benefits in an amount exceeding 2.99 times the sum of the executive's base salary and bonus. Currently, Honeywell does have a policy to seek shareholder approval on excessive severance/change-in-control payments. In supporting the spirit of the proposal, ISS believes that the company can implement a policy on seeking shareholder approval for excessive severance/change-in-control payments. 04/05/06 - S Host Hotels & Resorts Inc. *HST* 44107P104 02/22/06 29,000 1 Issue Shares in Connection with an For For Mgmt Acquisition Management and the board of directors viewed some of the following factors as deciding before approving the transaction:1. The portfolio assets are high quality, luxury and upper upscale hotels with an average size of approximately 500 rooms and an expected revenue per available room of $117 for 2005; 2. The new relationship with Starwood provides a platform for additional growth;3. Management believes many of these international markets are in the early stages of lodging recovery, offering the opportunity for additional growth outside of the domestic lodging cycle, and;4. To have a total enterprise value of approximately $16 billion, and to be one of the largest lodging companies in the US and the sixth largest public REIT based on total enterprise value. Based on our review of the terms of the transaction and the factors described above, in particular the market reaction from announcement to date and the compelling strategic rationale, we believe that the agreement warrants shareholder support. 05/18/06 - A Host Hotels & Resorts Inc. *HST* 44107P104 03/29/06 29,000 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert M. Baylis --- For We recommend a vote FOR the directors with the exception of affiliated outsider Terence C. Golden. We recommend that shareholders WITHHOLD votes from Terence C. Golden for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Terence C. Golden --- Withhold 1.3 Elect Director Ann M. Korologos --- For 1.4 Elect Director Richard E. Marriott --- For 1.5 Elect Director Judith A. Mchale --- For 1.6 Elect Director John B. Morse, Jr. --- For 1.7 Elect Director Christopher J. Nassetta --- For 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election For For ShrHoldr of Directors ISS advocates that the director election system give full effect to the shareholder franchise. ISS notes that the proposal is not intended to limit the judgment of the board. The board would retain the discretion to address the status of incumbent directors who failed to receive a majority vote under a majority vote standard, and whether a plurality vote standard would be more appropriate in director elections when the number of director nominees exceeds the available board seats. 05/26/06 - A HSBC Holdings Plc G4634U169 None 22,306 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 (a) Re-elect Baroness Lydia Dunn as Director For For Mgmt 3 (b) Re-elect Michael Geoghegan as Director For For Mgmt 3 (c) Re-elect Stephen Green as Director For For Mgmt 3 (d) Re-elect Sir Mark Moody-Stuart as Director For For Mgmt 3 (e) Elect Simon Robertson as Director For For Mgmt 3 (f) Re-elect Helmut Sohmen as Director For For Mgmt 3 (g) Re-elect Sir Brian Williamson as Director For For Mgmt 4 Reappoint KPMG Audit plc as Auditors and For For Mgmt Authorise the Audit Committee to Determine Their Remuneration 5 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 1,137,200,000 6 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 284,300,000 7 Authorise 10 Percent of Ordinary Shares For For Mgmt for Market Purchase 8 Approve Increase in Remuneration of For For Mgmt Non-Executive Directors to GBP 65,000 04/25/06 - A ING Groep NV N4578E413 04/18/06 6,657 1 Opening and Approval of the Webcasting of For Mgmt This Present Meeting and Subsequent Shareholders' Meetings 2a Receive Report of Executive and None Mgmt Supervisory Board 2b Discussion on Profit Retention and None Mgmt Distribution Policy 3a Approve Financial Statements and Statutory For Mgmt Reports 3b Approve Allocation of Income and Dividends For Mgmt of EUR 1.18 per Share 4a Approve Discharge of Executive Board For Mgmt 4b Approve Discharge of Supervisory Board For Mgmt 5 Discussion on Company's Corporate None Mgmt Governance Structure 6a Elect Dick Harryvan to Management Board For Mgmt 6b Elect Tom McInerney to Management Board For Mgmt 6c Elect Hans van der Noordaa to Management For Mgmt Board 6d Elect Jacques de Vaucleroy to Management For Mgmt Board 7a Reelect Cor Herkstroter to Supervisory For Mgmt Board 7b Reelect Karel Vuursteen to Supervisory For Mgmt Board 7c Elect Piet Klaver to Supervisory Board For Mgmt 8 Approve Stock Option Grants and For Mgmt Performance Shares for the Members of Executive Board 9 Approve Amendment Pension Scheme of the For Mgmt Executive Board 10 Approve Remuneration of Supervisory Board For Mgmt 11a Grant Board Authority to Issue 220 Million For Mgmt Ordinary Shares Restricting/Excluding Preemptive Rights (Plus 220 Million Ordinary Shares in Connection with Merger) 11b Grant Board Authority to Issue 10 Million For Mgmt Preference B Shares in Connection with Conversion of ING Perpetuals III 12a Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 12b Authorize Repurchase of 24,051,039 For Mgmt Depositary Receipts for Preference A Shares 12c Authorize Repurchase Preference A Shares For Mgmt or Depositary Receipts for Preference A Shares 13 Approve Cancellation of Preference A For Mgmt shares Which are Held by ING Groep N.V. 14a Approval of the English language as the For Mgmt Official Language of the Annual Report with Effect From the 2006 Report 14b Approval of the English Language as the For Mgmt Official Language as of the 2007 Shareholders' Meeting 15 Other Business (Non-Voting) None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 10/31/05 - A ING OFFICE FUND *IOF* Q49560107 10/29/05 51,000 1 Approve Acquisition of a 50 Percent For For Mgmt Indirect Interest in Waltham Woods Corporate Center, Waltham Massachusets and a Further 30 Percent Indirect Interest in The Homer Building, Washington D.C. 2 Issue 54 Million Units in Connection with For For Mgmt the Acquisitions 3 Amend Articles Re: Borrowing Limits For For Mgmt 05/17/06 - A International Power Plc (formerly G4890M109 None 6,791 National Power Plc) 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Elect Bruce Levy as Director For For Mgmt 3 Re-elect Mark Williamson as Director For For Mgmt 4 Re-elect Tony Isaac as Director For For Mgmt 5 Approve Final Dividend of 4.5 Pence Per For For Mgmt Ordinary Share 6 Reappoint KPMG Audit Plc as Auditors and For For Mgmt Authorise the Board to Determine Their Remuneration 7 Approve Remuneration Report For For Mgmt 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 245,947,373 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 36,892,106 10 Authorise 147,568,424 Ordinary Shares for For For Mgmt Market Purchase 11 Amend Articles of Association Re: For For Mgmt Indemnification 12 Amend International Power Plc 2002 For For Mgmt Performance Share Plan 05/04/06 - A Intralot SA Integrated Lottery X3968Y103 None 1,932 (formerly Intralot SA) 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 3 Approve Discharge of Board and Auditors For Mgmt 4 Approve Auditors and Authorize Board to For Mgmt Fix Their Remuneration 5 Elect Directors For Mgmt 6 Approve Directors' Remuneration for 2005 For Mgmt and Preapprove Remuneration for 2006 7 Approval of the Maximum Salary of Board For Mgmt Members Employed by the Company 8 Authorize Board and Managers of the For Mgmt Company to Participate in Boards and Management of Similar Companies 9 Authorize Share Repurchase Program For Mgmt 10 Notification on Own Shares Transactions None Mgmt 11 Authorize Issuance of Bond Loan For Mgmt 12 Authorize Issuance of Convertible Bonds For Mgmt 13 Other Business For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/22/06 - S Intralot SA Integrated Lottery X3968Y103 None 1,932 (formerly Intralot SA) 1 Authorize Issuance of Bond Loan For Mgmt 2 Authorize Issuance of Convertible Bonds For Mgmt 3 Other Business For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 10/06/05 - A INVESTA PROPERTY GROUP (formerly Q4968M105 10/04/05 59,750 Westpac Property Trust) *IPG* 1 Adopt the Remuneration Report For Against Mgmt ISS Recommendation:The negative features of the company's remuneration policies as contained in this report outweigh the positive ones. To summarize, the negative aspects include lack of performance hurdles; the provision of non-recourse, interest-free loans to long-term incentive plans; and the unsatisfactory disclosure of the value of long-term incentives. For these reasons, it is recommended that shareholders vote against this request. 2 Elect Peter Campbell as Director For For Mgmt 3 Elect John Murray as Director For For Mgmt 4 Elect John Messenger as Director For For Mgmt 5 Elect Deborah Page as Director For For Mgmt 08/11/05 - S iShares Trust 464287564 04/25/05 12,014 1 Elect Directors For For Mgmt 2 Approve Change of Fundamental Investment For For Mgmt Policy - Senior Securities Historically, most amendments to a fund's fundamental restrictions have not been significant enough to alter a fund's investment strategy. That said, with the elimination of certain fundamental restrictions such as those that involve hedging tactics, there is an increased risk to a shareholder's investment. However, since the fundamental investment objective is the rule that governs all of a fund's investment strategies, specific restraints are placed on riskier practices by virtue of the investment objective, which remains unchanged. As a result, ISS generally approves of amendments or the elimination of certain fundamental restrictions, which as a result of changes in SEC policy and state securities laws, are outdated or obsolete, and therefore unfairly hamstring a fund that was created prior to the changes in regulatory law. 3 Approve Change of Fundamental Investment For For Mgmt Policy - Lending 4 Approve Change of Fundamental Investment For For Mgmt Objective to Non-fundamental Although historically most amendments to a fund's limitations have not been significant enough to change the fundamental investment strategy, this has been changing in recent years. Some funds have sought to avoid investment restrictions by reclassifying some of their investment restrictions as non-fundamental, thereby removing the shareholder approval requirement. Other funds have sought shareholder approval to make non-fundamental the fundamental investment objective, the one clear goal around which the other restrictions are constructed.The funds' fundamental investment objectives are the central purpose that all of the other investment policies in the funds' bylaws and charter are created to support. Without firm investment objectives, the funds' goals and intents, which initially attracted investors to a particular fund, could change radically. The investment objective of each iShares Fund is to seek investment results that correspond generally to the price and yield performance of a specified underlying index. The indexes used by the funds are licensed from various third party index providers. These index providers sometimes make significant changes to the construction or methodology of an index. To the extent the index construction or methodology of an index is superior to an index covering the same general market, ISS does not believe shareholder interests would be advanced by requiring a fund to incur the costs of a proxy solicitation to change the underlying index. Additionally, the board does not seek the authority to, for example, change a large-cap fund to a mid-cap fund. Rather, the board seeks authority to change from one index to another index representing the same general market segment and objective. ISS does not view the change as one that would have a significant material impact on the funds' operation. The investment objectives currently remain unchanged and the funds will continue to invest in a similar fashion. Therefore, ISS supports this proposal. 5 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/19/06 - A J. C. Penney Co., Inc (HLDG CO) *JCP* 708160106 03/20/06 10,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 4 Performance-Based Equity Awards Against Against ShrHoldr While the company's annual and long-term incentives are not benchmarked against a peer group, the company has disclosed the performance criteria and hurdle rates. For the annual incentive program, the company performance payout factor is 1.55 in 2005. The company further disclosed the specific measures that the named executive officers must need in order to receive the payout. The company must exceed its sales plan by 1% and its operating profit plan by over 11%. For the 2006 long-term incentive program, the company has issued stock options and performance-based restricted stock units. Although the stock options are not indexed or premium-priced, the performance-based restricted stock units are contingent upon the company meeting an EPS target of $4.26. These performance-based restricted stock units are subject to further time vesting. Dividend equivalents on the restricted stock will be paid upon the achievement of the performance goal. A substantial portion of an executive's long-term incentives is performance-based according to ISS' policy. ISS believes that the company has provided sufficient disclosure for shareholders to assess the correlation between pay and performance. Therefore, ISS believes that this proposal does not warrant shareholder support at this time. 04/27/06 - A Johnson & Johnson *JNJ* 478160104 02/28/06 7,100 1 Elect Directors For For Mgmt 2 Amend Articles to Remove Antitakeover For For Mgmt Provision ISS supports any reduction of a company's voting requirements. We believe that the proposed amendment is in shareholders' best interest as it represents an improvement in the company's corporate governance structure. 3 Ratify Auditors For For Mgmt 4 Disclose Charitable Contributions Against Against ShrHoldr In this case, we note that the company discloses a significant amount of the information requested by the proponent on the corporate website. Therefore, considering the existing level of disclosure, ISS does not believe that the additional disclosure requested by the proponents will provide meaningful benefit to shareholders commensurate with the administrative cost and burden of producing the reports. 5 Require a Majority Vote for the Election Against For ShrHoldr of Directors ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, in a case where a company has in place certain unfavorable governance provisions, as indicated above, we do not believe the resignation policy is a sufficient alternative to the proposed majority voting standard. The company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. Further, with regard to management's concern that the proposal does not consider potential board vacancies, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 05/16/06 - A JPMorgan Chase & Co. *JPM* 46625H100 03/17/06 15,280 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Put Repricing of Stock Options to Against Against ShrHoldr Shareholder Vote ISS believes that taking away the company's ability to grant stock options is an arbitrary and excessively restrictive proposal that could potentially prohibit the company from compensating employees based upon their individual and company-wide performance. Being unable to issue stock options could hinder the company's ability to attract and retain competent executive officers. Moreover, under the company's corporate governance guidelines and existing equity plans, the company is prohibited from repricing options without shareholder proposal. As such, ISS does not feel that shareholder support of this proposal is warranted. 4 Performance-Based Equity Awards Against For ShrHoldr In this case, ISS does not believe the proposal is overly restrictive, nor does it appear that a substantial portion of the company's equity awards are truly performance-based with some inherent risk of forfeiture. Therefore, we recommend a vote FOR this proposal. 5 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 6 Remove Reference to Sexual Orientation Against Against ShrHoldr from EEO Statement Therefore, considering potential benefits that may be associated with JP Morgan' existing policy, and the absence of information suggesting that there are significant costs or negative impacts associated with including reference to sexual orientation in the EEO statement, we do not believe shareholder support for this resolution is warranted. 7 Amend Articles/Bylaws/Charter -- Call Against For ShrHoldr Special Meetings The proposal seeks to provide shareholders with the right to call special meetings which we believe is in the best interests of shareholders. We note that the proposal limits the right to call a special meeting to an aggregate of at least 25 percent of the outstanding shares. 8 Report on Lobbying Activities Against For ShrHoldr ISS questions some aspects of this resolution, specifically the value of attempting to prioritize initiatives by quantifying the potential impact on shareholder value that each issue may have. However we do believe that shareholders should have some disclosure into the company's public policy initiatives including the overarching business rationale for such activities. Furthermore, while the proponent places particular emphasis on environmental policies and litigation reform in his supporting statements we note that the resolution is requesting broader disclosure on the company's public policy activities. We believe that such information could be collected without unnecessary cost or burden to the company and may be beneficial to shareholders by providing increased insight into the company's public policy activity. As such, we recommend that shareholders vote FOR this resolution. 9 Report on Political Contributions Against For ShrHoldr In the case of JP Morgan, ISS notes that the company briefly discusses the right of employees to be involved in the political process as private citizens in its code of conduct. While JP Morgan's Code of Conduct does discuss the company's oversight and approval process related to corporate contributions, this disclosure does not address the company's overarching business rationale for such contributions or the administration of JP Morgan's PACs. We believe that such information could be disclosed in a manner that would inform shareholders of the company's approach to public policy without unnecessarily disclosing its strategic initiatives. Therefore, while ISS believes that some aspects of this resolution may be overly restrictive or burdensome, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote FOR this resolution. 10 Approve Terms of Existing Poison Pill Against Against ShrHoldr In the case of JPMorgan Chase, we note that a formal policy regarding the adoption of a pill has been established in response to shareholder concerns. We believe that the 12-month period is a reasonable time period to seek shareholder approval and the request of reducing it to four-month appears to be unreasonable. ISS believes that the company has taken a step towards better corporate governance by adopting this policy. Therefore, ISS does not support this proposal. 11 Provide for Cumulative Voting Against For ShrHoldr In this case, the company fails to meet all of the aforementioned corporate governance criteria, specifically it does not provide shareholder right to call special meetings or act by written consent. Accordingly, the proposal warrants shareholder support. 12 Claw-back of Payments under Restatements Against Against ShrHoldr Because the board has adopted a policy which clearly communicates its intent that, in the event of unacceptable reasons for restatements, it would seek to recover the bonus paid out to the responsible executive, we feel the board has addressed the issues raised by this proposal. 13 Require Director Nominee Qualifications Against Against ShrHoldr Given that the company already has acceptable governance standards in place with respect to director qualifications and fully independent key board committees, adopting a policy as suggested by the proponent appears unwarranted and would not add additional value to shareholders at this time. 04/06/06 - A KB Home *KBH* 48666K109 02/14/06 5,700 1 Elect Directors For For Mgmt 2 Reduce Authorized Common Stock For For Mgmt We believe this proposal is in shareholders' best interests because it would limit future dilution of their investment and would fulfill the company's prior commitment to shareholders. 3 Amend Omnibus Stock Plan For For Mgmt ISS would have recommended an AGAINST vote to this proposal if it had requested additional shares under the 1999 Incentive Plan. However, an AGAINST vote would not benefit shareholders since the company would lose the tax deductibility for performance based cash and equity awards. Furthermore, the overall plan amendments represent an improvement to the plan. In the future, ISS would consider voting AGAINST any equity compensation plans on the ballot if the company did not address the above expressed concerns. 4 Ratify Auditors For For Mgmt 07/27/05 - A Kelda Group Plc ADPV01594 None 7,500 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 20.66 Pence Per For For Mgmt Share 4 Re-elect John Napier as Director For For Mgmt 5 Re-elect Kevin Whiteman as Director For For Mgmt 6 Elect Ed Anderson as Director For For Mgmt 7 Elect Kate Avery as Director For For Mgmt 8 Reappoint Ernst & Young LLP as Auditors For For Mgmt and Authorise the Board to Determine Their Remuneration 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 19,459,201 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 2,921,802 11 Authorise 37,566,039 Ordinary Shares for For For Mgmt Market Purchase 04/21/06 - A Kellogg Co. *K* 487836108 03/01/06 5,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Sustainability Report Against Against ShrHoldr Conclusion ISS recognizes that Kellogg's disclosure on its website does not fully meet the criteria established by the proponents in this resolution. Specifically, the company's metrics are not based on GRI guidelines and it does not provide a distinct definition for sustainability. That said, the company does address many of the key issues seen in a typical EHS or sustainability report on the segment of its website dedicated to Social Responsibility and in Kellogg's Global Code of Ethics. Through these two sources, Kellogg discusses its policies and initiatives related to diversity, workplace health and safety, community involvement, and the environment. Additionally, the company provides some broad disclosure on its processes to measure performance and compliance. As such, ISS would encourage the company to increase its level of transparency related to social and environmental performance and consider the potential benefits of structuring its reporting along established guidelines such as GRI. However, we believe that its existing disclosure generally informs shareholders of Kellogg's policies and serves as a commitment to sustainable development of the company's operations. Therefore, we do not recommend shareholder support for this resolution. 05/11/06 - A KeyCorp *KEY* 493267108 03/14/06 22,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/06 - A Kilroy Realty Corp. *KRC* 49427F108 03/03/06 10,800 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 4.59 percent is within the allowable cap for this company of 5.00 percent. Additionally, this plan expressly forbids repricing. 05/18/06 - A Kimco Realty Corp. *KIM* 49446R109 03/24/06 21,800 1 Elect Directors For Split Mgmt 1.1 Elect Director Martin S. Kimmel --- For We recommend a vote FOR the directors with the exception of insiders Milton Cooper, Michael J. Flynn, and David B. Henry, and affiliated outsiders Richard G. Dooley and Frank Lourenso. We recommend that shareholders WITHHOLD votes from Richard G. Dooley for standing as an affiliated outsider on the Audit, Compensation and Nominating committees and for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Frank Lourenso for standing as an affiliated outsider on the Compensation and Nominating committees and for failure to establish a majority independent board. Lastly, we recommend that shareholders WITHHOLD votes from Milton Cooper, Michael J. Flynn and David B. Henry for failure to establish a majority independent board. 1.2 Elect Director Milton Cooper --- Withhold 1.3 Elect Director Richard G. Dooley --- Withhold 1.4 Elect Director Michael J. Flynn --- Withhold 1.5 Elect Director Joe Grills --- For 1.6 Elect Director David B. Henry --- Withhold 1.7 Elect Director F. Patrick Hughes --- For 1.8 Elect Director Frank Lourenso --- Withhold 1.9 Elect Director Richard Saltzman --- For 2 Amend Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 3.41 percent is within the allowable cap for this company of 5.00 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 4 Company-Specific -- Require Annual Against For ShrHoldr Disclosure of Related Party Transactions between the Company and its Senior Executive Officers or the Company and its Directors ISS supports the principle of the proposal. According to ISS' board policy, ISS considers directors who have material transactions with the company as affiliated outsiders. There is a large body of research that shows that interlocking directorships have a positive effect on company performance. The value added by interlocks appears to come from coordination of business activities, reduced transaction costs, and improved access to vital resources and information. However, if an interlocking directorship exposes a company to antitrust liability, or if there is clear evidence of self-dealing, shareholders should be concerned. In this case, the board is not majority independent by ISS standards and two affiliated outside directors sit on key committees. Therefore, ISS believes this proposal warrants shareholder support. 05/05/06 - A Liechtensteinische Landesbk H49725114 None 90 1 Open Meeting None None Mgmt 2 Receive Financial Statements and Statutory None None Mgmt Reports 3 Approve Annual Report and Consolidated For For Mgmt Annual Report 4 Approve Allocation of Balance Sheet Profits For For Mgmt 5 Approve Discharge of Board and Auditors For For Mgmt 6 Elect Auditors According to PGR and BANKG For For Mgmt 7 Authorize Share Repurchase Program For For Mgmt In accordance with Art. 306a of Person and Company Law, the number of company shares that may be purchased under this authority is capped at 10 percent of the company's capital. As stated in the meeting notice, shares will be purchased at a price of at least 90 percent and maximum of 110 percent of the fair market value. In light of this disclosure, we see no reason to oppose this request. 8 Other Business (Voting) For Against Mgmt 05/11/06 - A Lloyds TSB Group plc (formerly TSB G5542W106 None 4,634 Group) 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3a Elect Sir Victor Blank as Director For For Mgmt 3b Elect Terri Dial as Director For For Mgmt 3c Elect Jan du Plessis as Director For For Mgmt 3d Elect Lord Leitch as Director For For Mgmt 4 Re-elect Archie Kane as Director For For Mgmt 5 Reappoint PricewaterhouseCoopers LLP as For For Mgmt Auditors of the Company 6 Authorise Board to Fix Remuneration of For For Mgmt Auditors 7 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 370,781,731, USD 40,000,000, EUD 40,000,000 and JPY 1,250,000,000 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 71,023,408 9 Authorise 568,000,000 Ordinary Shares for For For Mgmt Market Purchase 10 Approve Lloyds TSB Long-Term Incentive For For Mgmt Plan 2006 11a Authorise to Make EU Political For For Mgmt Organisation Donations up to GBP 10,000 and Incur EU Political Expenditure up to GBP 10,000 11b Authorise Lloyds TSB Bank Plc to Make EU For For Mgmt Political Organisation Donations up to GBP 100,000 and Incur EU Political Expenditure up to GBP 100,000 11c Authorise Lloyds TSB Scotland Plc to Make For For Mgmt EU Political Organisation Donations up to GBP 40,000 and Incur EU Political Expenditure up to GBP 40,000 11d Authorise Scottish Widows Plc to Make EU For For Mgmt Political Organisation Donations up to GBP 30,000 and Incur EU Political Expenditure up to GBP 30,000 11e Authorise Cheltenham & Gloucester Plc to For For Mgmt Make EU Political Organisation Donations up to GBP 10,000 and Incur EU Political Expenditure up to GBP 10,000 11f Authorise Lloyds TSB Asset Finance For For Mgmt Division Limited to Make EU Political Organisation Donations up to GBP 10,000 and Incur EU Political Expenditure up to GBP 10,000 12 Amend Memorandum and Articles of For For Mgmt Association Re: Indemnification 13 Approve Increase in Remuneration of For For Mgmt Non-Executive Directors to GBP 750,000 05/08/06 - A Loews Corp. 540424207 03/10/06 6,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against Against ShrHoldr ConclusionIn this case, the company meets all of the aforementioned corporate governance and performance criteria. Loews has an annually-elected board, an independent nominating committee, confidential voting, provides shareholder with the right to call special meetings and act by written consent. The board does not have the sole discretion to change the board size, nor did any of its members receive withhold votes exceeding the minimum voting threshold described above. Further, the company delivered one-year and three-year total returns above its GICS peer group and the S&P Index 500 (See Performance Summary table above). We note that the company has a tracking stock for Carolina Group. While the company's common stock and Carolina Group tracking stock are classified as a dual-class capital structure for CGQ purposes, the tracking stock does not apply to our policy for cumulative voting proposals. Accordingly, this item does not warrant shareholder support. 4 Prohibit Smoking in Public Facilities Against Against ShrHoldr ConclusionGenerally speaking, ISS believes that public agencies are the appropriate forum for discussion on tax policies or regulations regarding public smoking. Furthermore, ISS is concerned that taking active positions to support certain issues related to smoking may have a negative impact on the company's business, and questions the short-term and long-term impact on shareholder value that may result from compliance with this proposal. As such, we do not recommend shareholder support for the resolution. 06/30/06 - S Lookers plc G56420105 None 6,244 1 Approve Share Sub-Division of Each For For Mgmt Authorised Ordinary Share of 25 Pence Each Into 5 Ordinary Shares of 5 Pence Each 2 Elect Tony Bramall as Director For For Mgmt 3 Approve Subsciption for New Ordinary For For Mgmt Shares by the Trustee of the Lookers Employees' Share Trust 05/04/06 - A Lyondell Chemical Co. *LYO* 552078107 03/09/06 14,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 07/05/05 - S MACQUARIE LEISURE TRUST Q5701X134 07/03/05 59,400 1 Amend Constitution Re: Performance Fee For For Mgmt Proposal This item seeks shareholder approval to amend the constitution of Macquarie Leisure Trust (Trust) that particularly pertains to the current remuneration structure of the Trust. The resolution, in particular, seeks to reduce the base fee paid to the manager and to introduce a performance based fee. The current fee structure of the Trust does not fully acknowledge the active investment style of the manager and the specialized skills required to manage the diverse range of assets of the Trust. The proposed structure includes a lower base fee of 0.20 percent of gross assets from the current 0.25 percent of gross assets plus 3.50 percent of the distributable amount from each Distribution Period. The proposed performance fee has different ranges of calculation. It includes 0-5 percent outperformance, at a benchmark index composed of 50 percent of the S&P/ASX 300 XPK Property Accumulation Index excluding Macquarie Leisure Trust Group (MLE) and 50 percent of the S&P/ASX 300 XSO Small Ordinaries Accumulation Index excluding MLE, where no performance fee would be paid, the 5-10 percent outperformance will earn a 10 percent of outperformance in excess of five percent during the financial year multiplied by the opening market capitalization of the Trust at the commencement of the financial year (Tier 1), and the above 10 percent outperformance will earn the Tier 1 fee, plus five percent of the outperformance in excess of 10 percent during the financial year multiplied by the opening market capitalization of the trust at the commencement of the financial year (Tier 2). The introduction of performance fees will align more closely the Manager's interest with those of the shareholders since these fees link the remuneration of the Manager to the level of total return received by shareholders. ISS recommends that shareholders support this resolution. 12/12/05 - A MACQUARIE PROLOGIS TRUST ADPV02051 12/10/05 66,130 1 Approve Issuance of Performance Fee Units For For Mgmt in the Trust to Macquarie ProLogis Management Ltd. (Manager) 05/19/06 - A MAN AG D51716104 04/28/06 1,894 1 Receive Financial Statements and Statutory None Mgmt Reports for Fiscal 2005 2 Approve Allocation of Income and Dividends For Mgmt of EUR 1.35 per Share 3 Approve Discharge of Management Board for For Mgmt Fiscal 2005 4 Approve Discharge of Supervisory Board for For Mgmt Fiscal 2005 5 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares 6 Amend Articles Re: Remuneration of For Mgmt Supervisory Board Members 7 Ratify KPMG Deutsche Treuhand-Gesellschaft For Mgmt AG as Auditors for Fiscal 2006 Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/26/06 - A Marathon Oil Corp *MRO* 565849106 02/27/06 6,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 4 Eliminate Class of Preferred Stock For For Mgmt Since the Series A junior preferred stock is no longer outstanding and the rights plan in connection with which it was designated expired, we believe that the elimination of Series A junior preferred stock warrants support. We have no objection to the other proposed adminstrative changes. 5 Require a Majority Vote for the Election Against For ShrHoldr of Directors ISS advocates that the director election system give full effect to the shareholder franchise. In this case, the company has in place unfavorable governance provisions. Further, we note that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 6 Adopt Simple Majority Vote Requirement Against For ShrHoldr ISS Analysis and ConclusionISS maintains that a simple majority of voting shares should be sufficient to effect changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking amendments that are in shareholders' best interests. As such, we believe that this proposal warrants shareholder support. 05/11/06 - A Mattel, Inc. *MAT* 577081102 03/16/06 28,800 1 Elect Directors For Split Mgmt 1.1 Elect Director Eugene P. Beard --- For We recommend a vote FOR the directors with the exception of independent outsider Ronald L. Sargent. We recommend that shareholders WITHHOLD votes from Ronald L. Sargent for sitting on more than three boards. 1.2 Elect Director Michael J. Dolan --- For 1.3 Elect Director Robert A. Eckert --- For 1.4 Elect Director Tully M. Friedman --- For 1.5 Elect Director Dominic Ng --- For 1.6 Elect Director Andrea L. Rich --- For 1.7 Elect Director Ronald L. Sargent --- Withhold 1.8 Elect Director Christopher A. Sinclair --- For 1.9 Elect Director G. Craig Sullivan --- For 1.10 Elect Director John L. Vogelstein --- For 1.11 Elect Director Kathy Brittain White --- For 2 Ratify Auditors For For Mgmt 3 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 4 Report Progress on Improving Work and Against Against ShrHoldr Living Conditions We believe that, despite shortcomings in certain areas, Mattel's GMP program, the associated public disclosure, and remediation as needed represents a positive approach toward proactively addressing issues related to workplace labor rights. Further, it would appear that the company has taken steps to effectively address the specific issues brought forth by this resolution. Therefore, we believe that the additional reporting requested by this resolution is unnecessary, and may be contrary to the company's existing approach of forthright disclosure and timely remediation. 5 Performance-Based Against For ShrHoldr As in the case with short-term compensation, the company discloses specific performance criteria, net operating profit after taxes less a capital charge, but fails to disclose specific hurdles rates and the associated target payouts. Performance is not benchmarked against a peer group of companies, and it is not clear whether there is a minimum level of performance that would result in no payouts being made under the plan. Shareholders are unable to assess the rigor of the performance goal without the disclosure of the hurdle rate. Further, ISS notes that the annual bonus program and the 2003 Long-Term Incentive Plan utilize net operating profit minus a charge for operating capital as an underlying financial measure for setting performance goals. Having the same performance criteria can result in a double payout for the executives. The underlying goals and motivation for a short-term incentive program should be substantially different from a long-term incentive program. As for the long-term compensation, ISS does not consider time-vested restricted stock and standard stock options to be performance-based compensation. A rise in the stock market can provide automatic gains without the executives exhibiting any demonstrated effort. The current equity awards are not performance contingent awards according to ISS' policies.Mattel is in the consumer durables and apparel business, which is a stable and mature industry. ISS believes that the proponent's pay-for-superior-performance standard can be implemented by the company given its line of business. The company's annual and long-term incentive programs do not sufficiently meet the proponent's requirements. Therefore, ISS supports this shareholder proposal. 05/25/06 - A McDonald's Corp. *MCD* 580135101 03/27/06 25,745 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Submit Severance Agreement (Change in Against For ShrHoldr Control) to shareholder Vote In this case, we believe that the cap suggested by the proponent of 2.99 times base salary and cash bonus is widely considered as the standard threshold level of severance payments for senior executives that should be subject to a shareholder vote. Additionally, since the proponent's proposal does not require that shareholder approval be obtained prior to the drafting of severance agreements, we do not believe that adoption of this proposal would unduly hinder the company's ability to negotiate such agreements with potential executives. ISS believes that shareholders should have a voice in lucrative severance payments and prevent the excessive "pay for failure" packages that have been witnessed at some companies. 4 Identify Food Products Manufactured or Against Against ShrHoldr Sold that Contain Genetically Engineered Ingredients In this case, the proponent is seeking the labeling of products, not an outright phase-out. ISS reviews proposals to label GE products on a case-by-case basis. While we generally support proposals that seek to provide shareholders with greater disclosure regarding the risks associated with their investment, we believe that the practice of labeling every product that may contain genetically modified ingredients would be a formidable task. Given the widespread existence of these products, we question whether such an initiative can be successfully and economically implemented. Conversely, a broad approach of labeling all products as "potentially containing GE ingredients" would be of limited use to consumers and shareholders. Finally, McDonalds does provide some brief discussion on GMOs on its corporate website to discuss the issue and the company's policy approach to the use of GE ingredients in its products. Therefore, based on concerns with the associated costs and feasibility of effectively implementing this resolution ISS does not believe that shareholder support is warranted. 04/25/06 - A Merck & Co., Inc. *MRK* 589331107 02/24/06 12,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 5.32 percent is within the allowable cap for this company of 9.59 percent. Additionally, this plan expressly forbids repricing. 4 Approve Non-Employee Director Omnibus For For Mgmt Stock Plan VI. Vote RecommendationThe total cost of the company's plans of 3.85 percent is within the allowable cap for this company of 9.59 percent. Additionally, this plan expressly forbids repricing. 5 Limit Executive Compensation Against Against ShrHoldr 6 Adopt Simple Majority Vote Against For ShrHoldr We support shareholder proposals seeking to eliminate supermajority vote requirements, as they may serve as entrenchment devices for management and therefore are not in the shareholders' best interest. As such we believe this proposal warrants support. 7 Adopt Animal Welfare Standards Against Against ShrHoldr In this case, both Merck and the contractor in question have publicly available policies addressing issues of animal welfare. While these policies do not address certain issues to the degree requested by the proponent, they do appear to be comparable to policies at other companies in the same industry. Moreover, there does not appear to be any recent, significant fines or litigation on the issue of animal welfare at Merck that are indicative of systematic problems with the company's animal welfare policies, or suggesting that the company lags behind industry peers on this subject. Moreover, there was no information available to confirm that Merck contracts animal testing to Covance, the laboratory cited by PETA for its violations of animal welfare standards. Finally, ISS is concerned with the structure of this resolution. Beyond asking for a feasibility study evaluating the merits of amending the company's existing Policy on the Humane Care and Use of Animals for Medical Research, compliance with resolution also implies that the company must apply this policy to its contract labs, oversee adherence to the policy, and publish an annual report outlining contractor compliance. These additional measures could place a significant burden on the company or complicate the company's contractual agreements with the external laboratories that it retains for certain animal testing programs. Therefore, we do not recommend shareholder support for this resolution. 11/09/05 - A Microsoft Corp. *MSFT* 594918104 09/09/05 22,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/16/06 - A Mid-America Apartment Communities, 59522J103 03/17/06 8,800 Inc. *MAA* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/31/06 - A/S Mullen Group Income Fund *MTL.U* 625281100 04/28/06 3,600 Meeting For Unitholders of Trust Units (MCLP A Units) and Special Voting Units (MCLP B Units) 1 Approve Plan of Arrangement For For Mgmt 2 Elect Alan D. Archibald, Gerg Bay, Dennis For For Mgmt J. Hoffman, Stephen H. Lockwood, Murray K. Mullen, Bruce W. Simpson, Ric Peterson, Pat Powell as Trustees of the Trust 3 Approve KPMG LLP as Auditors and Authorize For For Mgmt Board to Fix Remuneration of Auditors 4 Approve Stock Option Plan for Horizon For For Mgmt 05/31/06 - A/S NAL Oil & Gas Trust *NAE.U* 628949109 04/26/06 9,900 1 Elect J. Charles Caty, Irvine J. Koop, For For Mgmt Dennis G. Flanagan, Barry D. Stewart, as Directors 2 Approve KPMG LLP as Auditors and Authorize For For Mgmt Board to Fix Remuneration of Auditors 3 Approve Restructuring of Management For For Mgmt Agreement 4 Approve Amendments to the Trust Indenture, For For Mgmt Royalty Agreement and Unanimous Shareholder Agreement We object to the removal of the requirement for a Unitholder vote on amendments or replacement of the Management Agreement. Given the cost of this agreement to date, we believe that any material amendments should be put forward to Unitholders. We also object to the ability of the Board or Trustee to determine the number of voting rights that may be attached to Special Voting Rights. There must be assurance that the number of Special Voting Rights be determined so as to maintain proportionate voting rights.After presenting our concerns to a representative of the Trust, we have been told that before the 2007 annual meeting of the Trust, the Board of Trustees and legal counsel will review the Trust Indenture with a view to tightening up provisions relating to the above two areas of concern to ensure that Trust Indenture more fully protects Unitholder interests. 04/05/06 - A NCC AB W5691F104 03/30/06 9,697 1 Open Meeting None None Mgmt 2 Elect Chairman of Meeting For For Mgmt 3 Prepare and Approve List of Shareholders For For Mgmt 4 Approve Agenda of Meeting For For Mgmt 5 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 6 Acknowledge Proper Convening of Meeting For For Mgmt 7 Receive Financial Statements and Statutory None None Mgmt Reports 8 Receive President's and Chairman's None None Mgmt Reports; Allow Questions 9 Approve Financial Statements and Statutory For For Mgmt Reports 10 Approve Allocation of Income, Ordinary For For Mgmt Dividends of SEK 5.50 per Share, and Special Dividends of SEK 10 per Share 11 Approve Discharge of Board and President For For Mgmt 12 Amend Articles Re: Set Minimum (SEK 720 For For Mgmt Million) and Maximum (SEK 2.9 Billion) Limits for Issued Share Capital; Remove Possibility to Appoint Deputy Directors; Various Changes to Comply with New Swedish Companies Act 13 Determine Number of Members (7) of Board For For Mgmt 14 Approve Remuneration of Directors in the For For Mgmt Aggregate Amount of SEK 2.2 Million; Approve Remuneration of Auditors 15 Reelect Antonia Ax:son Johnson, Tomas For Against Mgmt Billing (Chairman), Alf Goeransson, Ulf Holmlund, Fredrik Lundberg, Anders Rydin, and Marcus Storch as Directors We prefer that all key board committees comprise only independent non-executives. We believe that executives, particularly on such key board committees as the audit and remuneration committees, threaten to undermine the purpose of these committees in providing independent oversight and preventing conflicts of interest. The best practice recommendations stipulated in the Swedish Corporate Governance Code also recommend against executives on these key board committees. The chairman of the board may, however, chair the remuneration committee. If a company does not have an audit or a remuneration committee, we will consider the entire board to fulfill the role of the committees. In such case, we will oppose the executives, including the CEO, up for election to the board. The company has decided not to appoint audit or remuneration committees, but to manage audit and remuneration matters within the confines of regular board work. Goeransson is an executive director who serves on the board.Due to the presence of NCC's CEO on the board, which is considered to fulfill the role of the audit committee, shareholders are advised to vote against this proposal. 16 Ratify KPMG Bohlins AB as Auditors For For Mgmt 17 Elect Viveca Ax:son Johnson, Johan For For Mgmt Bjoerkman, Mats Lagerqvist, and Ulf Lundahl as Members of Nominating Committee 18 Authorize Repurchase of Up to Ten Percent For For Mgmt of Issued Share Capital 19 Other Business (Non-Voting) None None Mgmt 01/03/06 - S Neptune Orient Lines V67005120 None 50,100 1 Approve Capital Reduction and Cash For For Mgmt Distribution to Shareholders 2 Amend Share Plans For Against Mgmt While the amendments were mentioned to be in line with current market practices in Singapore, we note that the company's share option plan currently fails to meet our standards for such plans due to the excessive level of dilution. The share option plan allows for up to 15 percent of the company's issued capital to be available for the grant of share options. We believe that shares available under stock-based compensation plans should represent no more than 5 percent of a mature company's issued capital. Given that the excessive level of dilution under the share option plan is not addressed by the proposed amendments, we recommend that shareholders oppose this resolution. 05/09/06 - A Newell Rubbermaid Inc. *NWL* 651229106 03/15/06 19,100 1 Elect Directors For Split Mgmt 1.1 Elect Director Thomas E. Clarke --- Withhold We recommend a vote FOR Steven J. Strobel, but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from independent outsiders Elizabeth Cuthbert Millett and Dr. Thomas E. Clarke for failure to implement the board declassification proposal. 1.2 Elect Director Elizabeth Cuthbert Millett --- Withhold 1.3 Elect Director Steven J. Strobel --- For 2 Amend Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 7.80 percent is within the allowable cap for this company of 9.08 percent. Additionally, this plan forbids repricing. 3 Approve Qualified Employee Stock Purchase For For Mgmt Plan ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 4 Ratify Auditors For For Mgmt 5 Submit Shareholder Rights Plan (Poison Against For ShrHoldr Pill) to Shareholder Vote In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that ISS recommends. We therefore agree with the proponent that the current pill should be put to a shareholder vote or redeemed and that any new pill be put to a shareholder vote. 6 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 05/24/06 - A/S NEXITY F6527B126 None 1,287 Special Business 1 Approve Merger by Absorption Nexity For Mgmt Initiale by Nexity 2 Acknowledge the Merger by Absorption of For Mgmt Nexity Initiale by Nexity 3 Amend Articles of Association Regarding For Mgmt Change in Capital Accordingly to Items Above 4 Authorize Alain Dinin and Herve Denize to For Mgmt Fill Required Documents/Other Formalities 5 Authorize Nexity to Continue Nexity For Mgmt Initiale's Stock Option Plan and Reevaluate the Exercice Price 6 Approve Reduction in Share Ownership For Mgmt Disclosure Threshold 7 Amend Article 10 of the Company Bylaws For Mgmt According Item Above 8 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 45 Million. 9 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 37.5 Million 10 Approve Issuance of Shares up to Aggregate For Mgmt Nominal Amount of EUR 15 Million for Qualified Investors 11 Approve Employee Savings-Related Share For Mgmt Purchase Plan up to Aggregate Nominal Amount of EUR 2 Million 12 Authorize Capitalization of Reserves of Up For Mgmt to EUR 45 Million for Capital Increase 13 Authorize Board to Increase Capital in the For Mgmt Event of Additional Demand Relating to Delegation Submitted to Shareholder Vote Above 14 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares Ordinary Business 15 Approve Financial Statements and Discharge For Mgmt Directors 16 Approve Allocation of Income and Dividends For Mgmt of EUR 1.6 per Share 17 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 18 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 19 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 20 Approve Accounting Treatment of Merger by For Mgmt Absorption 21 Authorize Filing of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 09/22/05 - S Nieuwe Steen Investments N6325K105 09/19/05 6,320 1 Open Meeting None Mgmt 2 Receive Report of Management Board re: None Mgmt Results First Half of 2005 3 Expectations and Prospects None Mgmt 4 Allow Questions None Mgmt 5 Anniversary: 12.5 year Nieuwe Steen None Mgmt Investments 6 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 03/23/06 - A Nieuwe Steen Investments N6325K105 03/17/06 5,800 1 Open Meeting None Mgmt 2 Receive Report of Management Board None Mgmt 3 Approve Financial Statements and Statutory For Mgmt Reports 4 Approve Discharge of Management Board For Mgmt 5 Approve Discharge of Supervisory Board For Mgmt 6 Approve Dividends of EUR 1.36 Per Share For Mgmt 7 Discussion on Company's Corporate None Mgmt Governance Structure 8 Approve Remuneration Policy of Directors For Mgmt 9 Elect H.J. van den Bosch to Supervisory For Mgmt Board 10 Expectations of and Prospects for 2006 None Mgmt 11 Allow Questions None Mgmt 12 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/05/06 - A Occidental Petroleum Corp. *OXY* 674599105 03/06/06 10,080 1 Elect Directors For Split Mgmt 1.1 Elect Director Spencer Abraham --- For We recommend withholding votes from the compensation committee members: John Chalsty, Irvin Maloney, Ronald Burkle, R. Chad Dreier and Rosemary Tomich for stewards of poor compensation practice. We also recommend shareholders WITHHOLD votes from independent outsider Ronald Burkle for poor attendance. 1.2 Elect Director Ronald W. Burkle --- Withhold 1.3 Elect Director John S. Chalsty --- Withhold 1.4 Elect Director Edward P. Djerejian --- For 1.5 Elect Director R. Chad Dreier --- Withhold 1.6 Elect Director John E. Feick --- For 1.7 Elect Director Ray R. Irani --- For 1.8 Elect Director Irvin W. Maloney --- Withhold 1.9 Elect Director Rodolfo Segovia --- For 1.10 Elect Director Aziz D. Syriani --- For 1.11 Elect Director Rosemary Tomich --- Withhold 1.12 Elect Director Walter L. Weisman --- For 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt The requested increase of 600,000,000 shares is below the allowable threshold of 900,000,000 shares. We recommend a vote FOR Item 3. 4 Limit Executive Compensation Against Against ShrHoldr We oppose this item because it could place the company at a competitive disadvantage in attempting to attract qualified executives. 5 Report on Global Warming Against Against ShrHoldr While Occidental's reporting does not address some issues of concern related to climate change, we believe that it effectively presents most shareholders with sufficient information to understand the company's position on the issue and the potential impact that these policies may have on their investment. While we encourage the company to continue to evaluate initiatives to address climate change and increase its disclosure, we do not believe that the information requested in the proposed report will benefit shareholders from an economic perspective. As such, we recommend a vote against this resolution. 6 Require a Majority Vote for the Election Against For ShrHoldr of Directors ISS advocates that the director election system gives full effect to the shareholder franchise. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 05/31/06 - A OPAP (GREEK ORGANISATION OF FOOTBALL X5967A101 None 9,228 PROGNOSTICS SA ) 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Approve Allocation of Income and Dividends For Mgmt 3 Approve Discharge of Board and Auditors For Mgmt 4 Appoint Auditors and Deputy Auditors and For Mgmt Determination of Their Fees 5 Approve Remuneration of Chairman, CEO and For Mgmt Secretary of the Board 6 Approve Remuneration of Board Members for For Mgmt Participation on Board Committees 7 Amend Articles (Bundled) For Mgmt 8 Other Business For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/21/06 - A Orient Overseas International Ltd. G67749120 04/13/06 400 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend For For Mgmt We use a minimum of 30-percent and a maximum of 100-percent ratios as triggers for further analysis. When the payout ratio falls below our minimum standard of 30 percent, we recommend a closer analysis of the allocation proposal. A pattern of low payouts, without justification for the retention of capital, merits a vote against the dividend proposal. In this case, the company was found to have capitalized reserves of approximately $5.7 million in 2005 in order to effect a bonus issue of one bonus share for every ten shares held in the same year. In view of this, we see no reason to oppose the dividend request. 3a Reelect Tsann Rong Chang as Director For For Mgmt 3b Reelect Alan Lieh Sing Tung as Director For For Mgmt 3c Reelect Roger King as Director For For Mgmt 3d Reelect Victor Kwok King Fung as Director For For Mgmt 4 Authorize Board to Fix Remuneration of For For Mgmt Directors 5 Reappoint PricewaterhouseCoopers as For For Mgmt Auditors and Authorize Board to Fix Their Remuneration 6a Approve Issuance of Equity or For Against Mgmt Equity-Linked Securities without Preemptive Rights As the share issuance amount is subject to abuse by Hong Kong companies, in the absence of language restricting both discounts and the authority to refresh the share issuance amounts without prior shareholder approval, a vote against is recommended. 6b Authorize Repurchase of Up to 10 Percent For For Mgmt of Issued Share Capital 6c Authorize Reissuance of Repurchased Shares For For Mgmt 7 Amend Bylaws Re: Voting at Meetings For For Mgmt 04/07/06 - A PACIFIC BASIN SHIPPING LIMITED G68437139 04/03/06 156,000 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of HK$0.35 Per Share For For Mgmt 3a Reelect Christopher R. Buttery as an For For Mgmt Executive Director 3b Reelect Paul C. Over as an Executive For For Mgmt Director 3c Reelect The Earl of Cromer as an For For Mgmt Independent Non-Executive Director 3d Reelect Brian P. Friedman as a For For Mgmt Non-Executive Director 3e Reelect Lee Kwok Yin, Simon as a For For Mgmt Non-Executive Director 3f Authorize the Board to Fix the For For Mgmt Remuneration of Directors 4 Reappoint PricewaterhouseCoopers, For For Mgmt Certified Public Accountants, as Auditors and Authorize Board to Fix Their Remuneration 5 Approve Issuance of Equity or For Against Mgmt Equity-Linked Securities without Preemptive Rights As the share issuance amount is subject to abuse by Hong Kong companies, in the absence of language restricting both discounts and the authority to refresh the share issuance amounts without prior shareholder approval, a vote against is recommended. 6 Authorize Repurchase of Up to 10 Percent For For Mgmt of Issued Share Capital 7 Authorize Reissuance of Repurchased Shares For For Mgmt 8 Approve Issuance of Shares Pursuant to the For Against Mgmt Long Term Incentive Scheme We note that the Long-Term Incentive Scheme under whose terms this request is being made fails to meet our standards for dilution and plan administration. The scheme allows for an excessive level of dilution at 10 percent and is administered by the board, including directors who may participate under the scheme, thereby exposing the scheme to potential back-scratching abuses. Given these concerns, shareholders are advised to vote against this resolution. 04/19/06 - A/S PagesJaunes Groupe (Formerly F6954U126 None 2,874 PagesJaunes) Ordinary Business 1 Approve Financial Statements and Discharge For Mgmt Directors 2 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 3 Approve Allocation of Income and Dividends For Mgmt of EUR 1.02 per Share 4 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 5 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 6 Approve Remuneration of Directors in the For Mgmt Aggregate Amount of EUR 250,000 7 Approve Remuneration of Censor in the For Mgmt Aggregate Amount of EUR 10,000 Annual; EUR 2,500 per Board Meeting; and EUR 1,000 per Committee Meeting 8 Elect France Telecom as Director For Mgmt 9 Elect Antonio Anguita as Director For Mgmt Special Business 10 Amend Articles of Association Re: Attend For Mgmt Board Meeting by Way of Videoconference and of Telecommunication 11 Amend Articles of Association Re: General For Mgmt Meeting Quorums 12 Authorize up to 0.5 Percent of Issued For Mgmt Capital for Use in Restricted Stock Plan 13 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares 14 Authorize Filling of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/12/06 - A Parkway Holdings Ltd. V71793109 None 86,000 1 Adopt Financial Statements and Directors' For For Mgmt and Auditors' Reports 2 Declare Final Dividend of SGD 0.05 Per For For Mgmt Share 3a Reelect Richard Seow Yung Liang as Director For For Mgmt 3b Reelect Timothy David Dattels as Director For For Mgmt 3c Reelect Ronald Ling Jih Wen as Director For For Mgmt 3d Reelect Ashish Jaiprakash Shastry as For For Mgmt Director 3e Reelect David R. White as Director For For Mgmt 4a Reelect Alain Ahkong Chuen Fah as Director For For Mgmt 4b Reelect Sunil Chandiramani as Director For For Mgmt 5 Approve Directors' Fees of SGD 679,863 for For For Mgmt the Year Ended 2005 (2004: SGD 630,000) 6 Reappoint KPMG as Auditors and Authorize For For Mgmt Board to Fix Their Remuneration 7a Approve Issuance of Shares without For For Mgmt Preemptive Rights 7b Approve Issuance of Shares and Grant of For Against Mgmt Options Pursuant to the Parkway Share Option Scheme 2001 In this case, the percentage of shares available under the company's share option scheme is 15 percent of the issued capital, which is considered an unacceptable level of dilution for a mature entity. These schemes cannot be considered sufficiently well structured to justify a potential dilution level of 15 percent. 8 Other Business (Voting) For Against Mgmt While such requests are usually routine, the potential for discussion and subsequent approval of items that could be dangerous to minority shareholders is a possibility. Until more detailed information is made available concerning these items, a vote opposing such requests must be recommended. 06/05/06 - A Peak Energy Services Trust 70468C101 04/17/06 7,038 Meeting For Unitholders and Exchangeable Shareholders 1 Fix Number of Directors at Five For For Mgmt 2 Elect Directors Christopher E. Haslam, For For Mgmt Frederick A. Moore, Lloyd C. Swift, Richard A. Grafton and Curtis W. Whitteron 3 Approve KPMG LLP as Auditors and Authorize For For Mgmt Board to Fix Remuneration of Auditors 05/03/06 - A PepsiCo, Inc. *PEP* 713448108 03/10/06 3,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Publish Political Contributions Against Against ShrHoldr In light of the potential costs associated with the requested report, we recommend that shareholders oppose this request. 4 Report on Charitable Contributions Against Against ShrHoldr In this case, we note that Pepsico discloses a significant amount of the information requested by the proponent on its corporate website. Moreover, some aspects of the resolution, including determining the estimated or actual benefits of each charitable contribution may be difficult to produce without significant speculation, and could place a significant burden on the company without providing commensurate value to shareholders. Therefore, ISS does not recommend shareholder support for the resolution at this time. 05/26/06 - A Petrochina Company Limited Y6883Q104 04/25/06 114,000 1 Accept Report of the Board of Directors For For Mgmt 2 Accept Report of the Supervisory Committee For For Mgmt 3 Accept Financial Statements and Statutory For For Mgmt Reports 4 Approve Final Dividend For For Mgmt 5 Authorize Board to Distribute Interim For For Mgmt Dividend 6 Reappoint PricewaterhouseCoopers and For For Mgmt PricewaterhouseCoopers Zhong Tian CPAs Company Limited as International and Domestic Auditors Respectively and Authorize Board to Fix Their Remuneration 7 Reelect Zheng Hu as Director For For Mgmt 8 Reelect Franco Bernabe as Independent For For Mgmt Non-Executive Director 9 Approve Issuance of Equity or For Against Mgmt Equity-Linked Securities without Preemptive Rights As the share issuance amount is subject to abuse by Hong Kong companies, in the absence of language restricting both discounts and the authority to refresh the share issuance amounts without prior shareholder approval, a vote against is recommended. 10 Other Business For Against Mgmt Although this item is routine and only those issues that could legally be discussed could be presented for consideration, its approval would create an opportunity for those who attend the meeting to approve changes that are not in the best interests of all shareholders. We recommend that shareholders oppose this item unless the company has provided detailed information about the issues that will be discussed. 04/27/06 - A Pfizer Inc. *PFE* 717081103 03/01/06 30,400 1 Elect Directors For Split Mgmt 1.1 Elect Director Michael S. Brown --- For 1.2 Elect Director M. Anthony Burns --- For 1.3 Elect Director Robert N. Burt --- For 1.4 Elect Director W. Don Cornwell --- For 1.5 Elect Director William H. Gray, III --- For 1.6 Elect Director Constance J. Horner --- For 1.7 Elect Director William R. Howell --- For 1.8 Elect Director Stanley O. Ikenberry --- For 1.9 Elect Director George A. Lorch --- Withhold 1.10 Elect Director Henry A. McKinnell --- For 1.11 Elect Director Dana G. Mead --- Withhold 1.12 Elect Director Ruth J. Simmons --- For 1.13 Elect Director William C. Steere, Jr. --- For 2 Ratify Auditors For For Mgmt 3 Reduce Supermajority Vote Requirement For For Mgmt ISS maintains that a simple majority of voting shares should be sufficient to effect changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking amendments that are in shareholders' best interests. ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 4 Establish Term Limits for Directors Against Against ShrHoldr ISS agrees with the proponent that in any institution, including a company, it is helpful to have continual turnover of governing trustees or directors to bring in new perspectives. However, a six-year term limit is an arbitrary constraint on a company's governance. Under an effective corporate governance system, shareholders have the right to express their preferences each year by voting on directors at the annual meeting. Thus, shareholders can remove or reelect directors as they see fit. 5 Social Proposal Against Against ShrHoldr Pfizer has implemented several programs to assist in increasing accessibility to their products for the financially needy. Additionally, the company provides information on these discount, subsidy, and assistance programs in its public filings and on the company website. Finally, ISS agrees that linking drug pricing to the inflation rate may place the company at a competitive disadvantage by artificially discounting prices below those of competitors' products and limiting resources to invest in research and development. Therefore, ISS recommends that shareholders vote against this proposal. 6 Restore or Provide for Cumulative Voting Against For ShrHoldr In this case, the company fails to meet all of the aforementioned corporate governance and performance criteria. Specifically, shareholders may not act by written consent and may not call special meetings. The company also underpeformed the Pharmaceutical and Biotechnology industry and the S&P 500 index with respect to the one-year and three-year fiscal total shareholder returns, as noted under the Performance Summary table. Accordingly, the proposal warrants shareholder support. 7 Separate Chairman and CEO Positions Against For ShrHoldr Based on the above factors, the company met all the above conditions with the except of the performance test. Specifically, the company underperformed the Pharmaceutical and Biotechnology industry and the S&P 500 index based on its one-year and three-year total shareholder returns as seen under the Performance Summary table. ISS believes this proposal warrants shareholder support. 8 Report on Political Contributions Against Against ShrHoldr In the case of Pfizer, ISS notes that the company discusses its policies on political contributions on the company website and these policies appear to meet with and, in many cases, exceed industry standards. Specifically, Pfizer's policy statement discloses guidelines for what type of organizations it will contribute to, the company's broad business strategy behind its political activity, and the specific oversight and accountability controls related to this issue. Additionally, the company provides a semiannual report disclosing its corporate contributions and the contributions of its PAC. Furthermore, the company does not appear to be the subject of any recent, significant controversy, fines, or litigation resulting from political action or contributions from it or its employee sponsored PACs. Therefore, it is our opinion that information provided on Pfizer's website provides shareholders with sufficient insight into the company's contributions, policies, and controls. Therefore, ISS does not believe that additional reporting on this matter is warranted at this time. 9 Report on Animal Welfare Policy Against Against ShrHoldr In this case, Pfizer has established publicly available policies addressing issues of animal welfare. These policies include strict compliance with applicable legislation, training programs for employees involved in animal testing, commitments to limiting the use of animal testing, and brief discussion of oversight and remediation for non-compliance. While these policies do not directly address certain issues to the degree requested by the proponent, they do appear to be comparable to policies at other companies in the same industry. Moreover, there does not appear to be any recent, significant fines or litigation on the issue of animal welfare at Pfizer that are indicative of systematic problems with the company's animal welfare policies, or suggesting that the company lags behind industry peers on this subject. Finally, ISS is concerned with the structure of this resolution. Beyond asking for a feasibility study evaluating the merits of amending the company's Laboratory Animal Care and Use Policy, compliance with resolution also implies that the company must apply this policy to its contract labs, oversee adherence to the policy, and publish an annual report outlining contractor compliance. These additional measures could place a significant burden on the company or complicate the company's contractual agreements with the external laboratories that it retains for certain animal testing programs. Therefore, we do not recommend shareholder support for this resolution. 10 Reort on Animal-based Testing Against Against ShrHoldr This resolution specifically asks the company to justify what the gap between its stated policy to support in vitro testing methods and certain contributions that the company has made that appear support live animal testing. Pfizer has developed a policy that calls for utilizing in vitro testing wherever possible provided it complies with regulations and does not effect the analysis of treatment effectiveness or patient safety. The company states that the intent of the funding was to improve the quality of live animal testing, not the advancement of live animal testing in general. Moreover, while the company has committed to using in vitro methods when feasible, it does not support a policy that call for ceasing live animal testing altogether. Therefore, ISS does not believe that the contributions noted by the proponent conflict with this policy per se. As such, we do not believe that additional discussion of topic is necessary. 04/25/06 - A PNC Financial Services Group, Inc. 693475105 02/28/06 5,300 *PNC* 1 Elect Directors For For Mgmt 1.1 Elect Director Mr. Chellgren --- For We recommend a vote FOR the directors. 1.2 Elect Director Mr. Clay --- For 1.3 Elect Director Mr. Cooper --- For 1.4 Elect Director Mr. Davidson --- For 1.5 Elect Director Ms. James --- For 1.6 Elect Director Mr. Kelson --- For 1.7 Elect Director Mr. Lindsay --- For 1.8 Elect Director Mr. Massaro --- For 1.9 Elect Director Mr. O'Brien --- For 1.10 Elect Director Ms. Pepper --- For 1.11 Elect Director Mr. Rohr --- For 1.12 Elect Director Ms. Steffes --- For 1.13 Elect Director Mr. Strigl --- For 1.14 Elect Director Mr. Thieke --- For 1.15 Elect Director Mr. Usher --- For 1.16 Elect Director Mr. Walls --- For 1.17 Elect Director Mr. Wehmeier --- For 2 Approve Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 6.28 percent is within the allowable cap for this company of 7.48 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 04/20/06 - A PPG Industries, Inc. *PPG* 693506107 02/17/06 6,887 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 4.80 percent is within the allowable cap for this company of 9.14 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 04/28/06 - A PPL Corp. *PPL* 69351T106 02/28/06 9,960 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For Mgmt 4 Adopt Simple Majority Vote Against For ShrHoldr ISS supports, where permitted under state law, the application of a simple majority voting requirement for most corporate actions. ISS maintains that a simple majority of voting shares should be sufficient to effect major transactions and changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking initiatives that are in shareholders' best interests.We support shareholder proposals seeking to eliminate supermajority vote requirements, as they could serve as entrenchment devices for management and therefore are not in the shareholders' best interest. 05/01/06 - A Protective Life Corp. *PL* 743674103 03/03/06 6,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/07/06 - A QBE Insurance Group Ltd. *QBE* Q78063114 04/05/06 5,081 1 Receive Financial, Directors', and None None Mgmt Auditor's Reports for the Year Ended Dec. 31, 2005 2a Elect John Cloney as Director For For Mgmt 2b Elect Belinda Hutchinson as Director For For Mgmt 2c Elect Irene Lee as Director For For Mgmt 3 Elect Isabel Hudson as Director For For Mgmt 4 Adopt the Remuneration Report for the Year For For Mgmt Ended Dec. 31, 2005 5 Approve the Grant of Conditional Rights For Against Mgmt and Options Over the Company's Ordinary Shares Under the 2005 Long Term Incentive Scheme to the Chief Executive Officer Recommendation:A vote against this resolution is recommended.This recommendation has been made because the exercise of incentives is not subject to performance hurdles that relate to future performance. The rights and options to be granted are issued based on performance over the preceding financial year (i.e., a single year of return on equity performance) and require no future out performance of hurdles (other than, in the case of the options, the exercise price). A senior executive long-term incentive plan should have demanding performance hurdles in order to satisfy accepted standards of corporate governance in Australia. For example, the IFSA Executive Share and Option Scheme Guidelines recommend that executive incentive plans contain performance hurdles that provide incentives to executives to bring about "materially improved company performance in terms of medium to long-term growth of the company and resulting shareholder value."QBE's approach is inconsistent with the IFSA Guidelines, which expressly recommend a focus on future performance:- "Incentive schemes serve to align the interests of executives with shareholders through providing direct participation in the benefits of future company performance."- "Executive incentive schemes should be designed to reward future superior performance. Companies should develop executive incentive schemes that provide incentives and rewards based on materially improved company performance in terms of medium to long-term growth of the company and resulting shareholder value." 6 Approve the Issue or Transfer of Equity For Against Mgmt Securities Under the Long Term Incentive Scheme to a Participant in Equitable Circumstances For the same reasons given above for Item 5, a vote against this resolution is recommended as well. 7 Renew the Company's Proportional Takeover For For Mgmt Approval Provisions 8 Amend the Officer Indemnity Provisions of For For Mgmt the Company's Constitution 05/16/06 - A Questar Corp. *STR* 748356102 03/20/06 6,500 1 Elect Directors For For Mgmt 05/25/06 - A R. R. Donnelley & Sons Co. *RRD* 257867101 04/01/06 11,600 1 Elect Directors For Split Mgmt 1.1 Elect Director Thomas S. Johnson --- For We recommend a vote FOR the directors with the exception of independent outsider Norman H. Wesley. We recommend that shareholders WITHHOLD votes from Norman H. Wesley for sitting on more than three boards. 1.2 Elect Director John C. Pope --- For 1.3 Elect Director Lionel H. Schipper, C.M. --- For 1.4 Elect Director Norman H. Wesley --- Withhold 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr 03/23/06 - A Rautaruukki Oy X72559101 03/13/06 11,750 Matters Pertaining to the AGM as Stated in the Company's Articles of Association (Items 1.1-1.10) 1.1 Receive Financial Statements and Statutory None Mgmt Reports 1.2 Receive Auditors' Report None Mgmt 1.3 Receive Supervisory Board Report None Mgmt 1.4 Accept Financial Statements and Statutory For Mgmt Reports 1.5 Approve Allocation of Income and Dividends For Mgmt of EUR 1.40 Per Share 1.6 Approve Discharge of Board and President For Mgmt 1.7 Approve Remuneration of Supervisory Board, For Mgmt Board of Directors, and Auditors 1 Elect Supervisory Board Member For Mgmt 1 Elect Directors For Mgmt 1.10 Reelect Ernst & Young Oy as Auditor For Mgmt 2 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 3 Authorize Reissuance of Repurchased Shares For Mgmt Shareholder Proposal 4 Shareholder Proposal: Dissolve Supervisory For ShrHoldr Board Ordinary Business 5 Amend Articles Re: Remove Provision For Mgmt Allowing Chairman of Supervisory Board to Be Present at Meetings of Board of Directors Shareholder Proposal 6 Shareholder Proposal: Establish a None ShrHoldr Nominating Committee Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/03/06 - A Reynolds American Inc *RAI* 761713106 03/06/06 11,290 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Conduct Study on Youth Smoking Against Against ShrHoldr ISS generally supports information that increases shareholder awareness of potential risks and opportunities associated with their investment; however, this disclosure should be balanced with the cost associated with gathering and publishing the data, the level of existing information available, and the feasibility of complying with the structure of the proposal. In light of the potentially negative impact that the branding and marketing of flavored cigarettes may have at the company and other tobacco companies, we believe that this issue warrants close attention by the company's board of directors. That said, ISS is concerned with the structure of this resolution, specifically the aspect requesting that the company cease research, development, and marketing of a specific product line. While we note that the company's line of flavored tobacco products does not appear to comprise a large portion of its overall revenues, such decisions could have a negative impact on shareholder value. As such, we do not recommend shareholder support for this resolution. 4 Support Legislation to Reduce Smoking Against Against ShrHoldr Generally speaking, ISS believes that public agencies are the appropriate forum for discussion on tax policies or regulations regarding public smoking. Furthermore, ISS is concerned that taking active positions to support certain issues related to smoking may have a negative impact on the company's business, and questions the short-term and long-term impact on shareholder value that may result from compliance with this proposal. As such, we do not recommend shareholder support for the resolution. 04/28/06 - A Rowan Companies, Inc. *RDC* 779382100 03/01/06 8,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/22/06 - A Royal & Sun Alliance Insurance Group G8566X133 None 20,791 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of 3.05 Pence Per For For Mgmt Ordinary Share 3 Reappoint PricewaterhouseCoopers LLP as For For Mgmt Auditors and Authorise the Board to Determine Their Remuneration 4 Re-elect John Napier as Director For For Mgmt 5 Re-elect Andy Haste as Director For For Mgmt 6 Elect Bridget McIntyre as Director For For Mgmt 7 Approve Remuneration Report For For Mgmt 8 Approve Royal & Sun Alliance Insurance For For Mgmt Group plc 2006 Long-Term Incentive Plan 9 Approve EU Political Organisations For For Mgmt Donations up to GBP 100,000 and Incur EU Political Expenditure up to GBP 100,000 The proposed LTIP meets current good practice regarding the threshold vesting level, the absence of retesting and dilution limits. All sections except for the Restricted Shares section include stretching performance targets (which provide a higher level of reward for higher levels of performance). Vesting for good leavers and corporate events, including a change-in-control, that is normally pro rated for time and performance, is also in accordance with best practice. 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 444,103,794 11 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 40,365,569 12 Authorise 293,567,775 Ordinary Shares for For For Mgmt Market Purchase 04/11/06 - A Royal KPN NV N4297B146 04/04/06 38,736 1 Open Meeting None Mgmt 2 Receive Report of Management Board None Mgmt 3 Discussion on Company's Corporate None Mgmt Governance Structure 4 Approve Financial Statements and Statutory For Mgmt Reports 5 Receive Explanation on Company's Reserves None Mgmt and Dividend Policy 6 Approve Dividends of EUR 0.45 Per Share For Mgmt 7 Approve Discharge of Management Board For Mgmt 8 Approve Discharge of Supervisory Board For Mgmt 9 Amend Articles Re: Approve Conversion of For Mgmt Special Share into Two Ordinary Shares of EUR 0.24 Each; Delete Reference to Special Share; Other Amendments 10 Ratify PricewaterhouseCoopers Accountants For Mgmt N.V. as Auditors 11 Amend Remuneration Policy of Management For Mgmt Board 12 Receive Notification of Appointment of E. None Mgmt Blok and S.P. Miller to Management Board 13 Opportunity to Nominate Supervisory Board None Mgmt Member 14 Elect D.I. Jager to Supervisory Board For Mgmt 15 Announce Vacancies on Supervisory Board None Mgmt 16 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 17 Grant Board Authority to Issue Ordinary For Mgmt Shares Up To 10 Percent of Issued Share Capital 18 Grant Board Authority to Issue All For Mgmt Authorized yet Unissued Class B Preferred Shares 19 Approve Reduction in Share Capital via For Mgmt Cancellation of Shares 20 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/03/06 - A Russel Metals Inc. *RUS.* 781903604 03/21/06 12,500 1 Elect Directors For For Mgmt 2 Authorize Board to Fill Director Vacancies For For Mgmt This item will allow the board of directors to fill any vacancy which may occur in the foregoing slate of directors. ISS does not oppose granting directors this authority. 3 Approve Deloitte & Touche LLP as Auditors For For Mgmt and Authorize Board to Fix Remuneration of Auditors 05/31/06 - A/S Sanofi-Aventis (Formerly F5548N101 None 854 Sanofi-Synthelabo ) Ordinary Business 1 Approve Financial Statements and Statutory For Mgmt Reports 2 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 3 Approve Allocation of Income and Dividends For Mgmt of EUR 1.52 per Share 4 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 5 Reelect Lord Douro as Director For Mgmt 6 Elect Gerard Le Fur as Director For Mgmt 7 Ratify Ernst & Young Audit as Auditor For Mgmt 8 Ratify Auditex as Alternate Auditor For Mgmt 9 Approve Remuneration of Directors in the For Mgmt Aggregate Amount of EUR 1.2 Million 10 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital Special Business 11 Approve Merger by Absorption of Rhone For Mgmt Cooper by Sanofi-Aventis, Approve its Remuneration, and Approve Capital Increase in Connection with the Merger 12 Allocation of Merger Premium For Mgmt 13 Acknowledge Definitive Realisation of For Mgmt Merger on May 31, 2006, and Capital Increase in Connection with the Merger 14 Amend Articles of Association Re: Change For Mgmt in Capital Pursuant to Items Above 15 Amend Articles of Association Board For Mgmt Related Re: Term of Mandate of Chairman 16 Authorize Filling of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/27/06 - A/S SanPaolo Imi Spa T8249V104 04/24/06 8,858 Ordinary Business 1 Approve Financial Statements at Dec. 31, For Mgmt 2005, Statutory Reports, and Allocation of Income 2 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares for Employees of SanPaolo Imi and Its Subsidiaries 3 Approve Remuneration of Directors For Mgmt 4 Modify Rules Governing General Meetings For Mgmt Special Business 1 Authorize Capitalization of Reserves In For Mgmt the Amount of EUR 168.4 Million for an Increase in Par Value; Amend Article 6 of Company's bylaws Accordingly Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/03/06 - A/S Schneider Electric SA (Formerly F86921107 None 989 Schneider SA) Ordinary Business 1 Approve Financial Statements and Statutory For Mgmt Reports 2 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 3 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 4 Approve Allocation of Income and Dividends For Mgmt of EUR 2.25 per Share 5 Ratify Appointment and Elect Noel Forgeard For Mgmt as Director 6 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital Special Business 7 Adopt Two-Tiered Board Structure and Amend For Mgmt Articles of Association Accordingly 8 Amend Articles of Association Re: For Mgmt Shareholding Disclosure Threshold Ordinary Business 9 Elect Henri Lachmann as Supervisory Board For Mgmt Member 10 Elect Alain Burq as Supervisory Board For Mgmt Member 11 Elect Gerard de La Martiniere as For Mgmt Supervisory Board Member 12 Elect Rene de La Serre as Supervisory For Mgmt Board Member 13 Elect Noel Forgeard as Supervisory Board For Mgmt Member 14 Elect Jerome Gallot as Supervisory Board For Mgmt Member 15 Elect Willy Kissling as Supervisory Board For Mgmt Member 16 Elect Cathy Kopp as Supervisory Board For Mgmt Member 17 Elect James Ross as Supervisory Board For Mgmt Member 18 Elect Chris Richardson as Supervisory For Mgmt Board Member 19 Elect Piero Sierra as Supervisory Board For Mgmt Member 20 Elect Serge Weinberg as Supervisory Board For Mgmt Member 21 Approve Remuneration of Supervisory Board For Mgmt Members in the Aggregate Amount of EUR 800,000 Special Business 22 Delegation of Authority to the Management For Mgmt Board to Increase Capital 23 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares 24 Approve Stock Option Plans Grants For Mgmt 25 Authorize up to 0.5 Percent of Issued For Mgmt Capital for Use in Restricted Stock Plan 26 Approve Employee Savings-Related Share For Mgmt Purchase Plan 27 Approve Capital Increase Reserved for For Mgmt Entity Submitted to French or Foreign Law Made up in Favor of Group Employees-Related Share Purchase Plan 28 Authorize Filling of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 07/28/05 - A Scottish & Southern Energy Plc G7885V109 None 10,400 (frm.Hydro Electric Power PLC 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt We are not raising any concerns in respect of remuneration at this Company. 3 Approve Final Dividend of 30.3 Pence Per For For Mgmt Ordinary Share 4 Re-elect Colin Hood as Director For For Mgmt 5 Re-elect Rene Medori as Director For For Mgmt 6 Re-elect Sir Robert Smith as Director For For Mgmt Sir Robert Smith joined the Board as a NED in 2003. He became Chairman of the Board on 1 January 2005. In accordance with the Combined Code, he was considered independent upon appointment. 7 Reappoint KPMG Audit Plc as Auditors of For For Mgmt the Company 8 Authorise Board to Fix Remuneration of the For For Mgmt Auditors 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 143,137,431 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 21,470,614 11 Authorise 85,880,075 Ordinary Shares for For For Mgmt Market Purchase 07/22/05 - A Scottish Power PLC G79314129 None 23,100 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt We are not raising any major concerns in relation to remuneration at ScottishPower. 3 Re-elect Charles Berry as Director For For Mgmt 4 Re-elect Donald Brydon as Director For For Mgmt 5 Re-elect Nolan Karras as Director For For Mgmt 6 Reappoint PricewaterhouseCoopers LLP as For For Mgmt Auditors and Authorise the Board to Determine Their Remuneration 7 Authorise the Company to Make EU Political For For Mgmt Donations up to GBP 80,000 and to Incur EU Political Expenditure up to GBP 20,000 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 310,961,355 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 46,644,203 10 Authorise 186,576,813 Ordinary Shares for For For Mgmt Market Purchase 11 Adopt New Articles of Association For For Mgmt 07/22/05 - S Scottish Power PLC G79314129 None 23,100 1 Approve Sale of PacifiCorp For For Mgmt 04/28/06 - A Senior Plc (frm. Senior Engineering G8031U102 None 55,967 Group plc) 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 1.35 Pence Per For For Mgmt Share 4 Re-elect Mark Rollins as Director For For Mgmt 5 Re-elect Michael Sheppard as Director For For Mgmt 6 Elect Ian Much as Director For For Mgmt 7 Reappoint Deloitte & Touche LLP as For For Mgmt Auditors and Authorise the Board to Determine Their Remuneration 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 10,800,000 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 1,620,000 10 Authorise 32,400,000 Ordinary Shares for For For Mgmt Market Purchase 06/15/06 - A Severfield-Rowen Plc (frm. Severfield G80568101 None 3,539 Reeve) 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of 24.50 Pence Per For For Mgmt Ordinary Share 3 Approve Remuneration Report For For Mgmt 4 Re-elect Peter Levine as Director For For Mgmt 5 Re-elect Peter Emerson as Director For For Mgmt 6 Re-elect Peter Ellison as Director For For Mgmt 7 Re-elect John Featherstone as Director For For Mgmt 8 Reappoint Deloitte & Touche LLP as For For Mgmt Auditors and Authorise the Board to Determine Their Remuneration 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 673,265 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 102,010 11 Authorise 2,040,197 Ordinary Shares for For For Mgmt Market Purchase 05/11/06 - A Simon Property Group, Inc. *SPG* 828806109 03/09/06 22,400 1 Elect Directors For Split Mgmt 1.1 Elect Director Birch Bayh --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Birch Bayh. We recommend that shareholders WITHHOLD votes from Birch Bayh for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Melvyn E. Bergstein --- For 1.3 Elect Director Linda Walker Bynoe --- For 1.4 Elect Director Karen N. Horn, Ph.D. --- For 1.5 Elect Director Reuben S. Leibowitz --- For 1.6 Elect Director J. Albert Smith, Jr. --- For 1.7 Elect Director Pieter S. van den Berg --- For 2 Amend Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 2.16 percent is within the allowable cap for this company of 5.00 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 4 Require a Majority Vote for the Election Against For ShrHoldr of Directors ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 05/17/06 - A SL Green Realty Corp. *SLG* 78440X101 03/15/06 4,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/10/06 - A Smit Internationale N81047164 05/03/06 2,977 1 Open Meeting None Mgmt 2 Receive Report of Management Board None Mgmt 3 Approve Financial Statements and Statutory For Mgmt Reports 4 Receive Explanation on Company's Reserves None Mgmt and Dividend Policy 5 Approve Dividends of EUR 2.50 Per Share For Mgmt 6 Approve Discharge of Management Board For Mgmt 7 Approve Discharge of Supervisory Board For Mgmt 8 Approve Remuneration of Supervisory Board For Mgmt 9 Ratify KPMG Accountants N.V. as Auditors For Mgmt 10 Reelect H.C.P. Noten to Supervisory Board For Mgmt 11 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 12 Grant Board Authority to Issue Shares Up For Mgmt To 10 Percent of Issued Capital and Restricting/Excluding Preemptive Rights 13 Receive Announcements (non-voting) None Mgmt 14 Allow Questions None Mgmt 15 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/30/06 - A/S Societe Generale F43638141 None 1,230 Ordinary Business 1 Approve Financial Statements and Statutory For Mgmt Reports 2 Approve Allocation of Income and Dividends For Mgmt of EUR 4.50 per Share 3 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 4 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 5 Reelect Robert A. Day as Director For Mgmt 6 Reelect Elie Cohen as Director For Mgmt 7 Elect Gianemilio Osculati as Director For Mgmt 8 Elect Luc Vandevelde as Director For Mgmt 9 Approve Remuneration of Directors in the For Mgmt Aggregate Amount of EUR 750,000 10 Ratify Deloitte & Associes as Auditor For Mgmt 11 Ratify Ernst & Young Audit as Auditor For Mgmt 12 Ratify Alain Pons as Alternate Auditor For Mgmt 13 Ratify Gabriel Galet as Alternate Auditor For Mgmt 14 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital Special Business 15 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 220 Million 16 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 110 Million 17 Authorize Board to Increase Capital in the For Mgmt Event of Demand Exceeding Amounts Submitted to Shareholder Vote Above 18 Authorize Capital Increase of up to 10 For Mgmt Percent of Issued Capital for Future Acquisitions 19 Approve Employee Savings-Related Share For Mgmt Purchase Plan 20 Approve Stock Option Plans Grants For Mgmt 21 Authorize up to Two Percent of Issued For Mgmt Capital for Use in Restricted Stock Plan 22 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares 23 Authorize Filling of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 02/15/06 - S SPAREBANKEN NORD-NORGE R8288N106 None 7,180 Meeting for Holders of Primary Capital Certificates 1 Elect Four Members and Four Deputy Members For For Mgmt of Committee of Representatives 2 Elect One Member and One Deputy Member as For For Mgmt Supplementary Members of Committee of Representatives 3 Elect One Member and Two Deputy Members of For For Mgmt Nominating Committee 02/07/06 - S SPAREBANKEN ROGALAND R83378100 None 2,380 Meeting for Holders of Primary Capital Certificates 1 Elect 6 Members and 5 Deputy Members of For For Mgmt Committee of Representatives 2 Receive Information About Company's None Mgmt Results for 2005 3 Other Business (Non-Voting) None Mgmt 07/13/05 - A Sprint Nextel Corp *S* 852061100 05/20/05 13,340 1 Increase Authorized Common Stock For For Mgmt The requested increase of 3,500,000,000 shares is below the allowable threshold of 5,000,000,000 shares. 2 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt While ISS does not support limiting the ability of shareholders to vote on important transactions, nevertheless we recognize that the approval of this proposal is required for completion of the merger. Given that we are supportive of the merger, on balance, we recommend that shareholders approve this proposal. 3 Change Company Name For For Mgmt 4 Issue Shares in Connection with an For For Mgmt Acquisition Based on our review of the terms of the transaction and the factors described above, we believe that the share issuance warrants shareholder support. 5 Adjourn Meeting For For Mgmt Given that we are supportive of the merger, we recommend that shareholders support this adjournment proposal. 6 Elect Directors For For Mgmt 7 Ratify Auditors For For Mgmt 8 Review Executive Compensation Against For ShrHoldr ConclusionWhile ISS recognizes that Sprint has to remain competitive, nevertheless we believe that shareholders should have the opportunity to vote on such matters. In this case, the proposal provides for retrospective approval and therefore does not preclude Sprint from entering into agreements with potential executives. 05/02/06 - A Starwood Hotels & Resorts Worldwide, 85590A203 03/14/06 8,000 Inc. *HOT* 1 Elect Directors For Split Mgmt 1.1 Elect Director Steven J. Heyer --- Withhold We recommend a vote for Lizanne Galbreath, but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from insider Steven J. Heyer, independent outsiders Charlene Barshefsky, Jean-Marc Chapus, Bruce W. Duncan, Eric Hippeau, Stephen R. Quazzo, Thomas O. Ryder, Daniel W. Yih and Kneeland C. Youngblood for failure to implement a majority-approved shareholder proposal on confidential voting. 1.2 Elect Director Charlene Barshefsky --- Withhold 1.3 Elect Director Jean-Marc Chapus --- Withhold 1.4 Elect Director Bruce W. Duncan --- Withhold 1.5 Elect Director Lizanne Galbreath --- For 1.6 Elect Director Eric Hippeau --- Withhold 1.7 Elect Director Stephen R. Quazzo --- Withhold 1.8 Elect Director Thomas O. Ryder --- Withhold 1.9 Elect Director Daniel W. Yih --- Withhold 1.10 Elect Director Kneeland C. Youngblood --- Withhold 2 Ratify Auditors For For Mgmt 09/14/05 - S Storebrand ASA (formerly Uni R85746106 None 11,200 Storebrand) 1 Approve NOK 98.3 Million Reduction in For For Mgmt Share Capital via Share Cancellation 05/03/06 - A/S Summit Real Estate Investment Trust 865916100 03/07/06 10,700 *SMU.U* 1 Elect Directors For For Mgmt 2 Approve Deloitte & Touche LLP as Auditors For For Mgmt and Authorize Board to Fix Remuneration of Auditors 3 Amend Declaration of Trust Re: Asset For For Mgmt Allocation 4 Amend Declaration of Trust Re: Mortgages For For Mgmt 5 Amend Declaration of Trust Re: Guarantees For For Mgmt 6 Amend Declaration of Trust Re: Investment For For Mgmt in Mortgages 7 Amend Declaration of Trust Re: Leasing For For Mgmt Concentration 8 Amend Declaration of Trust Re: Replacing For For Mgmt Equity-Based Ratios with Asset-Based Ratios 9 Amend Declaration of Trust Re: For For Mgmt Distributable Income 10/26/05 - A Suncorp-Metway Limited (formerly Q8802S103 10/24/05 7,470 Metway Ltd.) *SUN* 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3a Elect Cherrell Hirst as Director For For Mgmt 3b Elect Christopher Skilton as Director For For Mgmt 3c Elect Zygmunt Switkowski as Director For For Mgmt 05/02/06 - A Sunstone Hotel Investors, Inc. *SHO* 867892101 03/20/06 18,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/18/06 - A SunTrust Banks, Inc. *STI* 867914103 02/28/06 8,100 1 Elect Directors For Split Mgmt 1.1 Elect Director J. Hyatt Brown --- Withhold We recommend a vote FOR the directors with the exception of J. Hyatt Brown, from whom we recommend shareholders WITHHOLD votes for sitting on more than three boards while serving as a CEO. 1.2 Elect Director Alston D. Correll --- For 1.3 Elect Director David H. Hughes --- For 1.4 Elect Director E. Neville Isdell --- For 1.5 Elect Director G. Gilmer Minor, III --- For 1.6 Elect Director Thomas M. Garrott --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 05/12/06 - A Tanger Factory Outlet Centers, Inc. 875465106 03/27/06 4,500 *SKT* 1 Elect Directors For Split Mgmt 1.1 Elect Director Stanley K. Tanger --- Withhold We recommend a vote FOR the directors with the exception of insiders Stanley K. Tanger and Steven B. Tanger and affiliated outsider Thomas E. Robinson. We recommend that shareholders WITHHOLD votes from Stanley K. Tanger and Steven B. Tanger for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Thomas E. Robinson for failure to establish a majority independent board and for standing as an affiliated outsider on the Compensation and Nominating committees. 1.2 Elect Director Steven B. Tanger --- Withhold 1.3 Elect Director Jack Africk --- For 1.4 Elect Director William G. Benton --- For 1.5 Elect Director Thomas E. Robinson --- Withhold 1.6 Elect Director Allan L. Schuman --- For 04/26/06 - A Terna SPA T9471R100 04/21/06 31,744 Annual Meeting Agenda 1 Accept Financial Statements, Statutory For Mgmt Reports and Consolidated Financial Statements 2 Approve Allocation of Income For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/20/06 - A The Black & Decker Corp. *BDK* 091797100 02/21/06 4,500 1 Elect Directors For For Mgmt 1.1 Elect Director N.D. Archibald --- For We recommend a vote FOR the directors. 1.2 Elect Director N.R. Augustine --- For 1.3 Elect Director B.L. Bowles --- For 1.4 Elect Director G.W. Buckley --- For 1.5 Elect Director M.A. Burns --- For 1.6 Elect Director K.B. Clark --- For 1.7 Elect Director M.A. Fernandez --- For 1.8 Elect Director B.H. Griswold, Iv --- For 1.9 Elect Director A. Luiso --- For 1.10 Elect Director R.L. Ryan --- For 1.11 Elect Director M.H. Willes --- For 2 Ratify Auditors For For Mgmt 3 Performance-Based and/or Time-Based Equity Against For ShrHoldr Awards In conclusion, the company's annual and long-term incentive programs do not sufficiently meet the proponent's requirements. Therefore, ISS supports this shareholder proposal. 04/25/06 - A The Chubb Corp. *CB* 171232101 03/06/06 3,904 1 Elect Directors For For Mgmt 1.1 Elect Director Zoe Baird --- For We recommend a vote FOR all directors. 1.2 Elect Director Sheila P. Burke --- For 1.3 Elect Director James I. Cash, Jr. --- For 1.4 Elect Director Joel J. Cohen --- For 1.5 Elect Director James M. Cornelius --- For 1.6 Elect Director John D. Finnegan --- For 1.7 Elect Director Klaus J. Mangold --- For 1.8 Elect Director Sir David G. Scholey --- For 1.9 Elect Director Raymond G.H. Seitz --- For 1.10 Elect Director Lawrence M. Small --- For 1.11 Elect Director Daniel E. Somers --- For 1.12 Elect Director Karen Hastie Williams --- For 1.13 Elect Director Alfred W. Zollar --- For 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For Mgmt 4 Require a Majority Vote for the Election Against For ShrHoldr of Directors 5 Report on Political Contributions Against Against ShrHoldr We agree with management on this issue. The laws that govern a company's political activities and the company's commitment to employees' rights regarding political activities are stringent enough to ensure political nonpartisanship. 04/19/06 - A The Coca-Cola Company *KO* 191216100 02/21/06 11,500 1 Elect Directors For Split Mgmt 1.1 Elect Director Herbert A. Allen --- For We recommend that shareholders vote FOR the directors with the exception of independent outsider Barry Diller. We recommend that shareholders WITHHOLD votes from Barry Diller for sitting on more than three boards. 1.2 Elect Director Ronald W. Allen --- For 1.3 Elect Director Cathleen P. Black --- For 1.4 Elect Director Barry Diller --- Withhold 1.5 Elect Director E. Neville Isdell --- For 1.6 Elect Director Donald R. Keough --- For 1.7 Elect Director Donald F. McHenry --- For 1.8 Elect Director Sam Nunn --- For 1.9 Elect Director James D. Robinson, III --- For 1.10 Elect Director Peter V. Ueberroth --- For 1.11 Elect Director James B. Williams --- For 2 Ratify Auditors For For Mgmt 3 Amend Restricted Stock Plan For For Mgmt The additional performance criteria proposed are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Moreover, preservation of the full deductibility under Section 162(m) of performance-based compensation paid to the company's executive officers reduces the company's corporate tax obligation. 4 Report on Charitable Contributions Against Against ShrHoldr ISS generally believes that charitable contributions are beneficial to the company when they are donated in good faith and in the absence of gross negligence or self-dealing of management. This resolution is specifically calling for some detailed disclosure on Coca Cola's contributions. When faced with proposals that ask for increased disclosure, ISS generally evaluates the scope and format of the resolution, the potential cost associated with the requested report, the degree to which the requested information is duplicative of existing disclosure, and the potential impact that the issues at hand may have on shareholder value. In this case, we note that Coca Cola discloses a significant amount of the information requested by the proponent on its corporate website, in the 2004 Corporate Responsibility Report and through other public sources. Moreover, some aspects of the resolution, including determining the estimated or actual benefits of each charitable contribution may be difficult to produce without significant speculation, and could place a significant burden on the company without providing commensurate value to shareholders. Therefore, ISS does not recommend shareholder support for the resolution at this time. 5 Review/ Report on Recycling Policy Against Against ShrHoldr In this case, the proponent is asking Coca-Cola to report to shareholders on the feasibility of achieving a recovery rate quantified by the company for beverage containers as well as discussion on the company's positions related to container deposit systems and industry recycling goals. ISS agrees with the company that controlling and measuring the external factors that contribute to recovery and recycling programs could be costly and potentially difficult to implement. Additionally, while Coca Cola does not go into the level of detail requested by the proponents, it does provide some discussion on its policies related to recycling on the company website and in its Citizenship Report. Therefore, we encourage the company to continue improving on its recycling efforts; however, given the company's current level of participation in initiatives to increase recycling, discussion outlining its existing policies and programs on this topic, and its compliance with laws and regulations surrounding recycling, we do not recommend shareholder support for the resolution at this time. 6 Performance-Based and/or Time-Based Equity Against For ShrHoldr Awards Approval of this proposal by shareholders would require the board to obtain shareholder approval before accelerating the vesting of outstanding restricted stock and performance share units granted under the company's equity plans. In light of the company's history of accelerating the vesting of awards for departing executives coupled with the board's continued ability to modify or waive vesting requirements without shareholder approval under the company's 1989 plan, ISS believes shareholder support of this proposal is warranted. 7 Report on Environmental Liabilities in Against Against ShrHoldr India In this case, the proponent is requesting that the company evaluate the potential environmental and public health damage associated with utilizing ground water in regions that suffer from a water shortage. Specifically, the resolution is asking that the company evaluate the feasibility of refraining from the use of ground water in India. ISS believes that the proponent raises some significant issues regarding the impact that local protests and associated pressure from government officials may have on the company's operations. However, we also note that the company has provided significant discussion on issues related to water quality and scarcity in its public filings and on the corporate website. Moreover, Coca-Cola, its subsidiaries, and affiliates are involved in numerous initiatives in India to improve water quality and the availability of fresh water in water-scarce regions, and have committed to collaborative programs to seek improved methods of addressing these concerns. As such, while ISS agrees with the proponent that water scarcity in India and other global markets may have a significant impact on the company, we also believe that Coca-Cola has provided a substantial amount of information for shareholders to review when considering these risks. Therefore, we do not believe that the additional reporting requested by this resolution is warranted at this time. 8 Sponsor Independent Inquiry into Against Against ShrHoldr Operations in Columbia ISS believes that the company should carefully evaluate this issue and continue to look at ways to improve disclosure on policies and programs implemented to address issues of international workplace human rights in markets that are exposed to social unrest or violence. Such disclosure could help mitigate the company's exposure to costly litigation and damage to Coca-Cola's brand image. A proactive approach to the issue could be increasingly important for Coca Cola based on the potential for significant cost, loss of market share, and damage to Coca Colas brand image resulting from boycotts. That said, we are concerned with the structure of this resolution and question the value to shareholders of establishing a board committee to sponsor an additional investigation into the operations of the company's affiliates in Columbia. Sponsoring an independent inquiry into these allegations could be costly to the company and may not produce findings substantially different from Coca-Cola's internal investigation into the matter, the judicial reviews conducted by the Columbian Attorney General's office and court system, or the investigation conducted by CSCC, a third party audit firm. Moreover, the company has invited the ILO to conduct an independent evaluation of their Columbian operations and disclose its findings to the public, and committed to the adoption and implementation of improved labor relations standards and a dedicated policy on workplace rights. Finally, while ISS believes that Coca Cola could benefit from continued improvements to its policies, procedures, and disclosure related to these issues, we note that the company does provide some detailed discussion on the issue background and its operations and initiatives in Columbia on the Internet. While this information does not directly address all of the proponents' concerns, it does provide substantial insight into the issue for investors and stakeholders to evaluate. Therefore, we urge the company to continue the development of policy and programs to address concerns associated with workplace labor rights standards. Therefore, considering the format of this resolution, the level of disclosure at Coca-Cola on existing and developing initiatives designed to improve and protect human rights, and the company's commitment to further independent examination of these allegations, we do not believe that shareholder support for this resolution is warranted. 04/19/06 - A The Colonial BancGroup, Inc. *CNB* 195493309 02/21/06 11,500 1 Elect Directors For For Mgmt 2 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt The proposed changes are mainly administrative in nature and will have no material impact on shareholders. Allowing the board to have a Chairman who is not also the CEO of the company will allow the board more flexibility in determining future independent chairman candidates. 3 Approve Omnibus Stock Plan For For Mgmt Approval of this item would allow the company to preserve the tax deductibility of performance-based compensation under Section 162(m). ISS recommends a vote FOR this proposal. 05/19/06 - A The Commerce Group, Inc. *CGI* 200641108 03/24/06 5,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/06 - A The Dow Chemical Company *DOW* 260543103 03/13/06 10,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Remediation Policies in Bhopal Against Against ShrHoldr ConclusionISS believes that this resolution merits consideration based on the impact of the tragic accident in Bhopal on thousands of people, and the potential affect that reputational damage may have on the company's operations in Asia. That said, ISS notes that the company has disclosed certain information on Bhopal both on the Dow Chemical website and on www.bhopal.com http://www.bhopal.com/, a website sponsored by Union Carbide specifically discussing information on the tragedy. Further, while we believe that the company could improve its transparency on certain issues, ISS notes that the company has clearly stated in its filings that it does not believe that it maintains liability for future remediation, nor does it intend to invest in new initiatives to address concerns related to this issue. As such, we question the value of the report specified in this resolution. The company's discussion of the tragedy in Bhopal not only provides information on the specific incident and associated legal proceedings, remediation efforts, and business developments; it clearly outlines Dow Chemical's position on this matter. As the company has stated that it does not intend to initiate further actions related to Bhopal, it does not appear that a report to specifically discuss such actions would provide significant, meaningful benefit to shareholders. Therefore, we do not recommend shareholder support for this resolution. 4 Report on Genetically Modified Organisms Against Against ShrHoldr ConclusionTherefore, in light of the information made available by Dow Chemical regarding its policies related to GE products, its commitment to continued dialogue on this topic, and discussion of existing internal controls and management systems, ISS recommends a vote AGAINST the proposal. 5 Evaluate Potential Links Between Company Against Against ShrHoldr Products and Asthma ConclusionBased on the level of existing disclosure on these issues at Dow Chemical, ISS recommends that shareholders oppose this resolution. 6 Report on Security of Chemical Facilities Against Against ShrHoldr ConclusionTherefore, based on the existing disclosure regarding Dow Chemical's chemical safety procedures and policies, the company's commitment to continue to expand reporting as appropriate, and concern over protecting sensitive nature related to the company's security policies we do not believe that shareholder support for this proposal is warranted. 03/31/06 - A The Goldman Sachs Group, Inc. *GS* 38141G104 01/30/06 2,800 1 Elect Directors For For Mgmt 2 Amend Restricted Partner Compensation Plan For For Mgmt The purpose of the Restricted Partner Compensation Plan is to compensate, motivate, and retain senior managing directors of the company. Annual bonus pools will be established based on the specified financial criteria as listed above. ISS notes that the Compensation Committee has reduced each participant's actual bonus payouts for every year that the plan has been in effect. Bearing in mind the tax deductibility benefit for performance-based compensation that the plan will continue to provide, we recommend support for this proposal. 3 Ratify Auditors For For Mgmt 05/17/06 - A The Hartford Financial Services Group, 416515104 03/20/06 10,000 Inc. *HIG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/24/06 - A The Lubrizol Corp. *LZ* 549271104 03/03/06 8,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/06 - A The McGraw-Hill Companies, Inc. *MHP* 580645109 03/07/06 7,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 04/18/06 - A Thornburg Mortgage, Inc. *TMA* 885218107 03/08/06 19,300 1 Elect Directors For Split Mgmt 1.1 Elect Director Garrett Thornburg --- Withhold We recommend a vote FOR Michael B. Jeffers, but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from insiders Garrett Thornburg and Joseph H. Badal, and independent outsiders Eliot R. Cutler and Stuart C. Sherman for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director Joseph H. Badal --- Withhold 1.3 Elect Director Eliot R. Cutler --- Withhold 1.4 Elect Director Stuart C. Sherman --- Withhold 1.5 Elect Director Michael B. Jeffers --- For 06/08/06 - A Total Gabon(frmly Elf-Gabon) V32293116 None 242 1 Approve Financial Statements and Discharge For For Mgmt Directors and Auditors 2 Approve Allocation of Income and Dividends For For Mgmt This item seeks approval of management's plans for allocating income and dividend payment for the year. The company plans to pay a dividend for this year of 53 up from last year's dividend of 45. The current payout ratio is 75.3 percent, down from last year payout ratio of 83.8 percent. This is a supportable income allocation request. 3 Ratify Directors For For Mgmt Items 3 and 4: These items seek the reelection and ratification of directors to the board. As of December 31, 2005, there currently are ten directors on the board: three executives (Jean Bie - CEO, Jean Francois Daganaud, and Lambert Ona Ovono); three representatives Groupe Total of France, the parent company (Jean Privey - chariman, Robert Castaigne, and Catherine Grasset), three representative of the Gabonese government (Pascaline Mferri Bongo, Fidele Ntsissi, and Pauline Obame Nguema), and one non-executive (Philippe Pontet). 4 Reelect Directors For For Mgmt 5 Fix Remuneration of Auditors For For Mgmt 6 Authorize Filing of Required For For Mgmt Documents/Other Formalities 05/04/06 - A Trinidad Energy Services Income Trust 89635P100 03/15/06 7,862 *TDG.U* 1 Elect Michael E. Heier, Peter J. Gross, For For Mgmt Naveen Dargan, and Kenneth Stickland as Directors 2 Approve PricewaterhouseCoopers LLP as For For Mgmt Auditors and Authorize Board to Fix Remuneration of Auditors 06/28/06 - A Tubos Reunidos SA E9214G136 None 2,552 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Allocation of Income For For Mgmt Although the company's meeting notice did not contain information relating to this year's income allocation, we note that the company has a solid payout history, with a payout ratio of 33.06 percent and 90 percent based on 2004 and 2003 net income, respectively. Given this company's shareholder-friendly dividend policy, this is a supportable request. 3 Approve Auditors For For Mgmt 4 Elect and Reelect Directors For For Mgmt 5 Authorize Repurchase of Shares; Cancel For For Mgmt Previous Share Repurchase Authorization Spanish company law limits the total amount of issued capital repurchased or held by a group at any given time to 5 percent. Given the reasonable limits and lack of concern over the company's past use of this authority, a vote in favor of this resolution is recommended. 6 Authorize Board to Ratify and Execute For For Mgmt Approved Resolutions 7 Approve Minutes of Meeting For For Mgmt 05/19/06 - A TXU Corp. *TXU* 873168108 03/21/06 15,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Establish Range For Board Size For For Mgmt ISS believes that the proposed change is relatively minor and that it is not motivated by a desire to entrench management. 4 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt ISS notes that, if shareholders do not approve this proposal, the TBOC will apply to the company on January 1, 2010. We do not feel that early adoption of the Certificate of Formation would have a negative impact on shareholders, as most changes are administrative in nature. We have no objection to this proposal. 5 Require a Majority Vote for the Election Against For ShrHoldr of Directors ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 04/18/06 - A U.S. Bancorp *USB* 902973304 02/27/06 28,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Declassify the Board of Directors Against For ShrHoldr 5 Approve Report of the Compensation Against For ShrHoldr Committee 04/19/06 - A UBS AG H8920M855 None 723 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Approve Allocation of Income and Dividends For Mgmt of CHF 3.20 per Share 3 Approve Discharge of Board and Senior For Mgmt Management 4 Elect Directors For Mgmt 4.3 Ratify Ernst & Young Ltd. as Auditors For Mgmt 4.4 Ratify BDO Visura as Special Auditors For Mgmt 5.1 Approve CHF 29.7 Million Reduction in For Mgmt Share Capital via Cancellation of Repurchased Shares 5.2 Authorize Repurchase of Issued Share For Mgmt Capital 5.3 Approve Reduction in Share Capital via For Mgmt Capital Repayment of CHF 0.60 per Share 5.4 Approve 2:1 Stock Split For Mgmt 5.5.1 Amend Articles to Reflect Changes in For Mgmt Capital 5.5.2 Amend Articles Re: Capital Holding For Mgmt Requirement for Submitting Shareholder Proposals 6 Approve Creation of CHF 15 Million Pool of For Mgmt Capital without Preemptive Rights to Service Existing Stock Option Plan Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/02/06 - A United Dominion Realty Trust, Inc. 910197102 03/17/06 22,600 *UDR* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt The plan has already been approved by shareholders. Given that the company will be entitled to a business expense deduction due to the favorable tax treatment attributable to Section 162(m), ISS believes this proposal warrants shareholder approval. 04/12/06 - A United Technologies Corp. *UTX* 913017109 02/14/06 8,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt The requested increase of 2,000,000,000 shares is below the allowable threshold of 2,600,000,000 shares. 4 Establish Term Limits for Directors Against Against ShrHoldr Under an effective corporate governance system, shareholders have the right to express their preferences each year by voting on directors at the annual meeting. Thus, shareholders can remove or reelect directors as they see fit. 5 Report on Foreign Sales of Military Against Against ShrHoldr Products ISS notes that United Technologies already discloses some information on these matters both through public filings and on the company web site. Topics addressed in these forums include disclosure on company policies related to government contract bidding, and appropriate financial information on military or weapons related programs. Additionally, the federal government agencies tasked with evaluating these transfer agreements already provide substantial regulatory oversight regarding the foreign sale of weapons-related products and services. Finally, while we note that the proponents have stated that the company should omit proprietary or classified information from the report, we believe that detailed disclosure into the company's contract bidding and market promotion strategies may negatively impact the company by providing insight to industry competitors without providing additional meaningful information to shareholders. As such, ISS believes that the combination of federal regulation, the current level of disclosure by United Technologies, and the necessity to limit disclosure where it could affect the company's competitive advantage outweigh the potential benefits that may be derived from this proposal. 05/09/06 - A USG People NV (frmely United Services N9040V109 05/03/06 476 Group and Unique International ) 1 Open Meeting None Mgmt 2 Receive Report of Management Board None Mgmt 3 Approve Financial Statements and Statutory For Mgmt Reports 4 Receive Explanation on Company's Reserves None Mgmt and Dividend Policy 5 Approve Allocation of Income and Dividends For Mgmt 6 Approve Discharge of Management Board For Mgmt 7 Approve Discharge of Supervisory Board For Mgmt 8.1 Notification of Appointment of A. Dehaze None Mgmt as COO 8.2 Notification of Appointment of R. None Mgmt Zandbergen as CFO 8.3 Notification of Resignation of A.D. Mulder None Mgmt as Chairman 8.4 Notification of Appointment of R. Icke as None Mgmt President 9.1 Reelect C.J. Brakel as Chairman of the For Mgmt Supervisory Board 9 Elect Supervisory Board Member For Mgmt 9.4 Notification of Resignation of B. de Vries None Mgmt 9 Elect Supervisory Board Member For Mgmt 10 Discussion on Company's Corporate None Mgmt Governance Structure 11 Approve Remuneration Report Containing For Mgmt Remuneration Policy for Management Board Members 12 Approve Remuneration of Supervisory Board For Mgmt 13 Ratify PricewaterhouseCoopers N.V. as For Mgmt Auditors 14 Grant Board Authority to Issue Shares Up For Mgmt To 10 Percent of Issued Capital and Restricting/Excluding Preemptive Rights 15 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 16 Allow Questions None Mgmt 17 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/19/06 - A Ventas, Inc. *VTR* 92276F100 03/20/06 19,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 7.90 percent is within the allowable cap for this company of 12.39 percent. Additionally, this plan expressly forbids repricing. 4 Approve Non-Employee Director Omnibus For For Mgmt Stock Plan VI. Vote RecommendationThe total cost of the company's plans of 4.03 percent is within the allowable cap for this company of 12.39 percent. Additionally, this plan expressly forbids repricing. 05/04/06 - A Verizon Communications *VZ* 92343V104 03/06/06 26,374 1 Elect Directors For Split Mgmt 1.1 Elect Director James R. Barker --- For We recommend a vote FOR the directors with the exception of independent outsider Joseph Neubauer. We recommend that shareholders WITHHOLD votes from Joseph Neubauer for sitting on more than three boards. 1.2 Elect Director Richard L. Carrion --- For 1.3 Elect Director Robert W. Lane --- For 1.4 Elect Director Sandra O. Moose --- For 1.5 Elect Director Joseph Neubauer --- Withhold 1.6 Elect Director Donald T. Nicolaisen --- For 1.7 Elect Director Thomas H. O'Brien --- For 1.8 Elect Director Clarence Otis, Jr. --- For 1.9 Elect Director Hugh B. Price --- For 1.10 Elect Director Ivan G. Seidenberg --- For 1.11 Elect Director Walter V. Shipley --- For 1.12 Elect Director John R. Stafford --- For 1.13 Elect Director Robert D. Storey --- For 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Voting Against For ShrHoldr In this case, shareholders do not have the right to call special meetings and only may act by written consent if such consent is unanimous. In addition, the company underperformed the Telecommunication Services peer group and the S&P 500 Index in both one-year and three-year total shareholder returns, as reflected under the Performance Summary table. 4 Require a Majority Vote for the Election Against For ShrHoldr of Directors ISS advocates that the director election system gives full effect to the shareholder franchise. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 5 Require Majority of Independent Directors Against Against ShrHoldr on Board Applying ISS guidelines on independence to Verizon, a majority of the board members are independent outsiders. ISS notes that several of the above mentioned directors, including Robert Storey, Hugh Price and Sandra Moose, would have been classified as affiliated in recent years. However, because they have since retired from their positions, ISS considers such directors independent. Because the company already satisfies ISS guidelines for a substantial majority independent board and has already established a formal independence policy, we do not believe that this proposal warrants shareholder support. 6 Company-Specific-Directors on Common Boards Against Against ShrHoldr In this case, a substantial majority of the board members are independent outsiders and there are no interlocking directorships on key committees. Therefore, ISS does not recommend shareholders support this proposal. 7 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO / president. 8 Performance-Based and/or Time-Based Equity Against Against ShrHoldr Awards According to ISS' compensation policies, the company has demonstrated that it is using a substantial portion of performance-based awards under its long-term incentives for its top executives for 2005. Notwithstanding the positive steps that the compensation committee had taken in the past year, ISS believes that the committee needs to disclose the rationale of above target payouts under the performance units awards, if paid. Mediocre performance can result in above target payouts based on the current metrics. ISS believes that if the compensation committee were to decide to award more than the target payout of $11.34 million, the committee should explain the rationale for such action to shareholders. The lack of a solid rationale may result in a withhold vote from members of the compensation committee in the future. 9 Report on Political Contributions Against For ShrHoldr In the case of Verizon, ISS notes that the company briefly discusses the right of employees to be involved in the political process as private citizens as well as the impact of legislation on corporate contributions in its Code of Business Conduct; however, there does not appear to be any detailed information available about the company's oversight or accountability procedures for corporate contributions, or general discussion on the company's strategic rationale for its contributions. We do note that Verizon's contributions may not appear significant relative to the size of the firm's assets, or scope of its business; however, we believe that public perception, controversy, and/or litigation stemming from a company's political involvement can lead to costs that exceed the amount initially contributed. Therefore, while ISS believes that some aspects of this resolution may be overly restrictive or burdensome, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote for this resolution. 04/25/06 - A VF Corp. *VFC* 918204108 03/07/06 8,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/05/06 - A Volvo Ab 928856301 03/30/06 3,940 1 Open Meeting None None Mgmt 2 Elect Chairman of Meeting For For Mgmt 3 Prepare and Approve List of Shareholders For For Mgmt 4 Approve Agenda of Meeting For For Mgmt 5 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 6 Acknowledge Proper Convening of Meeting For For Mgmt 7 Receive Board and Committee Reports None None Mgmt 8 Receive Financial Statements and Statutory None None Mgmt Reports; Receive President's Report 9 Approve Financial Statements and Statutory For For Mgmt Reports 10 Approve Allocation of Income and Dividends For For Mgmt of SEK 16.75 per Share 11 Approve Discharge of Board and President For For Mgmt 12 Determine Number of Members (8) and Deputy For For Mgmt Members (0) of Board 13 Approve Remuneration of Directors in the For For Mgmt Aggregate Amount of SEK 4.8 Million 14 Reelect Per-Olof Eriksson, Tom Hedelius, For Against Mgmt Leif Johansson, Louis Schweitzer, and Finn Johnson (Chairman) as Directors; Elect Ying Yeh, Philippe Klein, and Peter Bijur as New Directors Effective boards exercise independent judgment when carrying out their fiduciary responsibilities. By requiring a majority of independent directors, the possibility of conflicts of interest is reduced and the quality of board oversight is increased. We expect the largest Swedish companies that are members of the MSCI-EAFE index to adhere to higher corporate governance standards. However, when the law requires that labor representatives serve on the board, we lower the independence requirement to at least one-third of the total board. Therefore, we oppose the election or reelection of any non-independent directors (excluding the CEO) if at least one-third of the proposed board (including labor representatives) would not be independent (as defined by ISS' director categorization guidelines). If a nominee cannot be categorized, we assume that person is non-independent and include the nominee in the calculation. At Volvo, only 30 percent of the board is independent. Therefore, shareholders are advised to vote against the proposal. 15 Adopt Revised Instructions for Nominating For For Mgmt Committee; Elect Finn Johnsson, Eva Halvarsson, Bjoern Lindh, Curt Kaellstroemer, and Thierry Moulonguet as Members of Nominating Committee 16 Amend Articles Re: Various Changes to For For Mgmt Comply with New Swedish Companies Act; Set Minimum (SEK 1.9 Billion) and Maximum (SEK 7.6 Billion) Limits for Issued Share Capital; Remove Possibility to Issue Class C Shares 17 Approve Remuneration Policy And Other For For Mgmt Terms of Employment For Executive Management The disclosure pertaining to the performance objectives for the bonus arrangement--although not complete--is at par with market standards in Sweden. Nevertheless, we would prefer to see further details about the criteria used to measure company results and the levels of these criteria. We consider, however, the overall remuneration policy to be satisfactory despite these shortcomings. The company has reasonable overall levels of remuneration, and it has imposed reasonable caps on the bonus payments (50 percent of fixed salary).Non-monetary benefits should correspond to what may be considered reasonable in relation to established practice in the market. Pension conditions should also be adapted to conditions in the market in relation to the situation in the country where the member of the executive management permanently resides. We note that the company proposes allocating severance pay for up to 12 months, which is market practice in Sweden.We have concerns with the long-term incentive program proposed under Items 18.1-18.2. Despite this shortcoming, however, we consider the overall structure of the proposed remuneration policy to be shareholder friendly. We therefore recommend a vote in favor of the proposal. 18.1 Approve Incentive Plan for Key Employees For Against Mgmt The plan in question reserves a minimal portion of the share capital. However, the shares would be allotted during the first six months of 2007, and the plan does not include stringent vesting provisions. The company also did not disclose any information concerning the performance criteria of the plan. Therefore, shareholders are advised to vote against Items 18.1 and 18.2. 18.2 Approve Reissuance of 518,000 Repurchased For Against Mgmt Class B Shares for Incentive Plan (Item 18.1) See Item 18.1. 05/18/06 - A Vornado Realty Trust *VNO* 929042109 04/14/06 6,698 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt V. Vote RecommendationThe total cost of the company's plans of 9.15 percent is above the allowable cap for this company of 5.00 percent. 3 Ratify Auditors For For Mgmt 05/01/06 - A Weingarten Realty Investors *WRI* 948741103 03/14/06 13,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 4.37 percent is within the allowable cap for this company of 5.00 percent. 4 Performance-Based Equity Awards Against For ShrHoldr In conclusion, the company's annual and long-term incentive programs do not sufficiently meet ISS' or the proponent's requirements of pay-for-superior performance standards. Therefore, ISS supports this shareholder proposal. 04/25/06 - A Wells Fargo & Company *WFC* 949746101 03/07/06 9,400 1 Elect Directors For Split Mgmt 1.1 Elect Director Lloyd H. Dean --- For We recommend a vote FOR the directors with the exception of affiliated outsiders Michael W. Wright, Donald B. Rice, Philip J. Quigley, and Cynthia H. Milligan. We recommend that shareholders WITHHOLD votes from Philip J. Quigley and Cynthia H. Milligan for standing as affiliated outsiders on the Audit and Nominating committees. We also recommend that shareholders WITHHOLD votes from Michael W. Wright and Donald B. Rice for standing as affiliated outsiders on the Compensation and Nominating committees. 1.2 Elect Director Susan E. Engel --- For 1.3 Elect Director Enrique Hernandez, Jr. --- For 1.4 Elect Director Robert L. Joss --- For 1.5 Elect Director Richard M. Kovacevich --- For 1.6 Elect Director Richard D. McCormick --- For 1.7 Elect Director Cynthia H. Milligan --- Withhold 1.8 Elect Director Nicholas G. Moore --- For 1.9 Elect Director Philip J. Quigley --- Withhold 1.10 Elect Director Donald B. Rice --- Withhold 1.11 Elect Director Judith M. Runstad --- For 1.12 Elect Director Stephen W. Sanger --- For 1.13 Elect Director Susan G. Swenson --- For 1.14 Elect Director Michael W. Wright --- Withhold 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election Against For ShrHoldr of Directors ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, in a case where a company has in place unfavorable governance provisions, as indicated above, we do not believe the resignation policy is a sufficient alternative to the proposed majority voting standard. The company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. Further, the proposal provides for a carve-out for plurality voting in the event of a contested election. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 4 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 5 Compensation- Director Compensation Against Against ShrHoldr ISS believes the proponent's request to annually seek shareholder approval for every future director compensation package is burdensome and offers little value to shareholders. Furthermore, the proposal does not seek to address the real issue - runaway CEO compensation. 6 Report on Discrimination in Lending Against Against ShrHoldr Therefore, based on concerns over the utility of this information to shareholders, and information available on the company's website that addresses some of the concerns set forth in the proposal, we do not believe that shareholder support for this resolution is warranted. 04/26/06 - A Wolters Kluwer Nv N9643A114 04/19/06 1,331 1 Open Meeting None Mgmt 2a Receive Report of Management Board None Mgmt 2b Receive Report of Supervisory Board None Mgmt 3a Approve Financial Statements and Statutory For Mgmt Report 3b Approve Dividends of EUR 0.55 Per Share in For Mgmt Cash or in the Form of Ordinary Shares 4a Approve Discharge of Management Board For Mgmt 4b Approve Discharge of Supervisory Board For Mgmt 5 Amend Articles Re: Terminate the For Mgmt Administration of Shares 6a Reelect A. Baan to Supervisory Board For Mgmt 6b Elect S.B. James to Supervisory Board For Mgmt 7a Grant Board Authority to Issue Shares Up For Mgmt To 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger 7b Authorize Board to Exclude Preemptive For Mgmt Rights from Issuance Under Item 7a 8 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 9 Proposal that English be Designated as the For Mgmt Official Language of the Annual Report and the Financial Statements 10 Other Business (Non-Voting) None Mgmt 11 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/27/06 - A Wyeth *WYE* 983024100 03/03/06 15,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director Omnibus For For Mgmt Stock Plan V. Vote RecommendationThe total cost of the company's plans of 3.61 percent is within the allowable cap for this company of 9.95 percent. 4 Report on Product Availability in Canada Against For ShrHoldr ISS generally supports proposals that call for increased disclosure that may help shareholders better evaluate their investment. While we believe that a prescriptive requirement to adopt a policy to support reimportation may be inappropriate and in violation of both U.S. and Canadian regulations on this matter, we do believe that the company could benefit from increased transparency into its policies and the impact that they may have on the company. ISS notes that there are certain legal and safety concerns that can be associated with the reimportation of prescription medications. However, public action and litigation on this matter continues to become more common and contentious, and could result in costly legal maneuvering, damaging publicity, and onerous legislation in the future. Therefore, considering the widely varied stance on this issue, and the degree to which legislation, litigation, and public opinion related to prescription drug access will impact the industry as a whole, and Wyeth specifically, ISS believes that a report on impact of the company's policies related to this topic is warranted. 5 Report on Political Contributions Against For ShrHoldr In the case of Wyeth, ISS notes that the company briefly discusses the right of employees to be involved in the political process as private citizens in its Code of Conduct; however, there is no detailed information available about the company's policies regarding oversight or accountability for corporate contributions, or the administration of Wyeth's PACs. Therefore, while ISS believes that some aspects of this resolution may be overly restrictive or burdensome, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote FOR this resolution. 6 Report on Animal welfare Policy Against For ShrHoldr In this case, Wyeth, there does not appear to be the subject of any recent, significant fines or litigation on the issue of animal welfare indicative of systematic problems with the company's policies. However, ISS notes that the company does not have detailed information publicly disclosed related to its animal welfare policies and procedures. This lack of disclosure is not consistent with policies at other companies in the industry and could expose Wyeth to some level of reputational risk, or damage to the company's brand image. Additionally, based on the company's commitment to sound science and the humane treatment of animals, as well as statements regarding its internal policies, we do not believe that it would be overly costly or burdensome for the company to include this disclosure on its website or in other public documents. ISS does not believe that every aspect of this resolution needs to be addressed by the company; however, we do believe that the company should minimize its exposure to potential risks associated with animal welfare issues by adopting a level of disclosure consistent with industry norms. As such, we recommend shareholder support for this resolution. 7 Require a Majority Vote for the Election Against For ShrHoldr of Directors ISS advocates that the director election system give full effect to the shareholder franchise. ISS notes that the proposal is not intended to limit the judgment of the board. The board would retain the discretion to address the status of incumbent directors who failed to receive a majority vote under a majority vote standard, and whether a plurality vote standard would be more appropriate in director elections when the number of director nominees exceeds the available board seats. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 8 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 9 Adopt Simple Majority Vote Requirement Against For ShrHoldr We support shareholder proposals seeking to eliminate supermajority vote requirements, as they may serve as entrenchment devices for management and therefore are not in the shareholders' best interest. We believe this proposal warrants support. 05/01/06 - A Zions Bancorporation *ZION* 989701107 03/01/06 4,375 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For Mgmt 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request.
Fund: Principal Variable Contracts Fund - Equity Income Sub-sub Advisor: Spectrum Asset Management, Inc. Vote Summary Report Apr 01, 2006 - Jun 30, 2006
PRINCIPAL EQUITY INCOME VARIABLE CONTRACTS FUND, INC - PVCF Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted ------------ --------------------------------------- ------------- ------------ --------------- ----------- ---------- ---------- --------------------------------------------------------------------------------------------------------------------------------- 05/16/06 - A Wachovia Preferred Funding Corp 92977V206 03/31/06 11,200 1 Elect Directors For Split Mgmt 1.1 Elect Director James E. Alward --- For We recommend a vote FOR the directors with the exception of insider G. Kennedy Thompson. We recommend that shareholders WITHHOLD votes from G. Kennedy Thompson for failure to establish independent nominating and compensation committees. 1.2 Elect Director Joel J. Griffin --- For 1.3 Elect Director Charles F. Jones --- For 1.4 Elect Director G. Kennedy Thompson --- Withhold
Fund: Principal Variable Contracts Fund - Equity Value Sub-Advisor: American Century Investment Management, Inc. Vote Summary Report Jul 01, 2005 - Jun 30, 2006 American Century Equity Value Account (Principal)
Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted ------------------- --------------------------------------- ------------- ------------ ------- ----------- ---------- ---------- -------------------------------------------------------------------------------------------------------------------------------- 04/28/06 - A Abbott Laboratories *ABT* 002824100 03/01/06 1,330 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Performance-Based Equity Awards Against Against ShrHoldr 4 Report on Political Contributions Against Against ShrHoldr 5 Separate Chairman and CEO Positions Against Against ShrHoldr 04/21/06 - A Alcoa Inc. *AA* 013817101 01/23/06 1,230 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/06 - A Altria Group, Inc. *MO* 02209S103 03/06/06 800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Separate Chairman and CEO Positions Against Against ShrHoldr 4 Adopt ILO Standards Against Against ShrHoldr 5 Inform African Americans of Health Risks Against Against ShrHoldr Associated with Menthol Cigarettes 6 Establish Fire Safety Standards for Against Against ShrHoldr Cigarettes 7 Adopt Animal Welfare Policy Against Against ShrHoldr 8 Support Legislation to Reduce Smoking Against Against ShrHoldr 9 Provide Information on Second Hand Smoke Against Against ShrHoldr 08/11/05 - A American International Group, Inc. 026874107 06/24/05 510 *AIG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/06 - A American International Group, Inc. 026874107 03/24/06 970 *AIG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt 05/11/06 - A Anadarko Petroleum Corp. *APC* 032511107 03/13/06 110 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Ratify Auditors For For Mgmt 04/28/06 - A AT&T Inc *T* 00206R102 03/01/06 2,560 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Amend Articles/Bylaws/Charter-Non-Routine For Against Mgmt 5 Report on Political Contributions Against Against ShrHoldr 6 Separate Chairman and CEO Positions Against Against ShrHoldr 7 Report on Pay Disparity Against Against ShrHoldr 8 Non-Employee Director Compensation Against Against ShrHoldr 9 Submit Severance Agreement (Change in Against Against ShrHoldr Control) to shareholder Vote 10 Adopt Simple Majority Vote Requirement Against For ShrHoldr 02/10/06 - A Avaya Inc *AV* 053499109 12/16/05 750 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/06 - A Bank of America Corp. *BAC* 060505104 03/03/06 2,950 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For Against Mgmt 4 Publish Political Contributions Against Against ShrHoldr 5 Require a Majority Vote for the Election of Against Abstain ShrHoldr Directors 6 Provide for an Independent Chairman Against Against ShrHoldr 7 Exclude Reference to Sexual Orientation Against Against ShrHoldr from the Company's EEO Statement 04/24/06 - A BellSouth Corp. *BLS* 079860102 03/06/06 1,620 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Political Contributions/Activities Against Against ShrHoldr 05/25/06 - A CBS Corp *CBS.A* 124857202 03/31/06 450 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Option Exchange Offer For Against Mgmt 4 Amend Non-Employee Director Stock Option For Against Mgmt Plan 5 Amend Non-Employee Director Restricted For Against Mgmt Stock Plan 6 Company-Specific -- Adopt a Against Against ShrHoldr Recapitalization Plan 04/26/06 - A Chevron Corporation *CVX* 166764100 03/06/06 1,540 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Company-Specific-Reimbursement of Against Against ShrHoldr Stockholder Proposal 4 Report on Environmental Impact of Drilling Against Against ShrHoldr in Sensitive Areas 5 Report on Political Contributions Against Against ShrHoldr 6 Adopt an Animal Welfare Policy Against Against ShrHoldr 7 Adopt a Human Rights Policy Against Against ShrHoldr 8 Report on Remediation Expenses in Against Against ShrHoldr country-regionplaceEcuador 04/18/06 - A Citigroup Inc. *C* 172967101 02/24/06 3,940 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Reduce Supermajority Vote Requirement For For Mgmt 4 Reduce Supermajority Vote Requirement For For Mgmt 5 Reduce Supermajority Vote Requirement For For Mgmt 6 End Issuance of Options and Prohibit Against Against ShrHoldr Repricing 7 Report on Political Contributions Against Against ShrHoldr 8 Report on Charitable Contributions Against Against ShrHoldr 9 Performance-Based Equity Awards Against For ShrHoldr 10 Reimbursement of Expenses Incurred by Against Against ShrHoldr Shareholder(s) 11 Separate Chairman and CEO Positions Against Against ShrHoldr 12 Clawback of Payments Under Restatement Against Against ShrHoldr 08/01/05 - A Computer Sciences Corporation *CSC* 205363104 06/03/05 420 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/10/06 - A ConocoPhillips *COP* 20825C104 03/10/06 1,490 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report Damage Resulting From Drilling Against Against ShrHoldr Inside the National Petroleum Reserve 4 Require a Majority Vote for the Election of Against Against ShrHoldr Directors 5 Submit Supplemental Executive Retirement Against Against ShrHoldr Plans to Shareholder vote 6 Report Accountability for Company's Against Against ShrHoldr Environmental Impacts due to Operation 7 Non-Employee Director Compensation Against Against ShrHoldr 02/22/06 - A Deere & Co. *DE* 244199105 12/31/05 400 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt 3 Ratify Auditors For For Mgmt 06/07/06 - A Devon Energy Corp. *DVN* 25179M103 04/10/06 180 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 05/31/06 - A Dollar General Corp. *DG* 256669102 03/27/06 1,480 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/18/06 - A Dover Corp. *DOV* 260003108 02/28/06 630 1 Elect Directors For For Mgmt 2 Other Business For Against Mgmt 04/26/06 - A E.I. Du Pont De Nemours & Co. *DD* 263534109 03/06/06 800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Review Executive Compensation Against Against ShrHoldr 4 Report on Genetically Modified Organisms Against Against ShrHoldr 5 Performance-Based Against Against ShrHoldr 6 Report on Feasibility of Phasing out PFOA Against Against ShrHoldr 7 Report on Security of Chemical Facilities Against Against ShrHoldr 07/22/05 - A Exelon Corp. *EXC* 30161N101 05/02/05 690 1 Issue Shares in Connection with an For For Mgmt Acquisition 2 Elect Directors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Ratify Auditors For For Mgmt 5 Approve Omnibus Stock Plan For For Mgmt 6 Approve Qualified Employee Stock Purchase For For Mgmt Plan 7 Adjourn Meeting For Against Mgmt 06/27/06 - A Exelon Corp. *EXC* 30161N101 05/12/06 1,340 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Submit Severance Agreement (Change in Against Against ShrHoldr Control) to shareholder Vote 05/31/06 - A Exxon Mobil Corp. *XOM* 30231G102 04/06/06 3,140 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against For ShrHoldr 4 Require a Majority Vote for the Election of Against Against ShrHoldr Directors 5 Company-Specific-Nominate Independent Against Against ShrHoldr Director with Industry Experience 6 Require Director Nominee Qualifications Against Against ShrHoldr 7 Non-Employee Director Compensation Against Against ShrHoldr 8 Separate Chairman and CEO Positions Against Against ShrHoldr 9 Review Executive Compensation Against Against ShrHoldr 10 Link Executive Compensation to Social Issues Against Against ShrHoldr 11 Report on Political Contributions Against Against ShrHoldr 12 Report on Charitable Contributions Against Against ShrHoldr 13 Amend Equal Employment placeOpportunity Against Against ShrHoldr Policy to Prohibit Discrimination Based on Sexual Orientation 14 Report on Damage Resulting from Drilling Against Against ShrHoldr for Oil and gas in Protected Areas 15 Report Accountability for Company's Against Against ShrHoldr Environmental Impacts due to Operation 05/24/06 - A Fiserv, Inc. *FISV* 337738108 03/20/06 650 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Against Against ShrHoldr Directors 07/15/05 - A Freddie Mac *FRE* 313400301 05/27/05 1,210 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/18/06 - A Gannett Co., Inc. *GCI* 364730101 02/24/06 700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Declassify the Board of Directors Against For ShrHoldr 5 Separate Chairman and CEO Positions Against Against ShrHoldr 04/26/06 - A General Electric Co. *GE* 369604103 02/27/06 1,420 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Voting Against For ShrHoldr 4 Adopt Policy on Overboarded Directors Against Against ShrHoldr 5 Company-Specific -- One Director from the Against Against ShrHoldr Ranks of the Retirees 6 Separate Chairman and CEO Positions Against Against ShrHoldr 7 Require a Majority Vote for the Election of Against Against ShrHoldr Directors 8 Report on Environmental Policies Against Against ShrHoldr 08/23/05 - A H. J. Heinz Co. *HNZ* 423074103 06/03/05 530 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Hire Advisor/Maximize Shareholder Value Against Against ShrHoldr 4 Adopt Simple Majority Vote Against For ShrHoldr 05/25/06 - A HCA, Inc. *HCA* 404119109 03/31/06 450 1 Elect Directors For Citypla Mgmt 1.1 Elect Director C. Michael Armstrong --- For 1.2 Elect Director placeMagdalena H. Averhoff, M.D. --- For 1.3 Elect Director Jack O. Bovender, Jr. --- For 1.4 Elect Director Richard M. Bracken --- For 1.5 Elect Director Martin Feldstein --- For 1.6 Elect Director Thomas F. Frist, Jr., M.D. --- For 1.7 Elect Director Frederick W. Gluck --- For 1.8 Elect Director Glenda A. Hatchett --- For 1.9 Elect Director Charles O. Holliday, Jr. --- For 1.10 Elect Director T. Michael Long --- For 1.11 Elect Director John H. McArthur --- For 1.12 Elect Director Kent C. Nelson --- For 1.13 Elect Director Frank S. Royal, M.D. --- Withhold 1.14 Elect Director Harold T. Shapiro --- For 2 Ratify Auditors For For Mgmt 3 Performance-Based Against Against ShrHoldr 4 Stock Retention/Holding Period Against Against ShrHoldr
03/15/06 - A Hewlett-Packard Co. *HPQ* 428236103 01/17/06 2,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt 4 Require a Majority Vote for the Election of Against Against ShrHoldr Directors 5 Claw-Back of Payments under Restatement Against Against ShrHoldr 05/25/06 - A Home Depot, Inc. (The) *HD* 437076102 03/28/06 150 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Disclosure of Executive Against Against ShrHoldr Compensation 4 Report on EEOC-Related Activities Against Against ShrHoldr 5 Separate Chairman and CEO Positions Against Against ShrHoldr 6 Require a Majority Vote for the Election of Against Against ShrHoldr Directors 7 Submit Supplemental Executive Retirement Against Against ShrHoldr Plans to Shareholder vote 8 Report on Political Contributions Against Against ShrHoldr 9 Increase Disclosure of Executive Against Against ShrHoldr Compensation 10 Affirm Political Non-partisanship Against Against ShrHoldr 06/07/06 - A Ingersoll-Rand Company Limited *IR* G4776G101 04/10/06 920 Meeting for Holders of ADRs 1 Elect Directors For Mgmt 2 Ratify Auditors For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/17/06 - A Intel Corp. *INTC* 458140100 03/20/06 1,570 1 Elect Director Craig R. Barrett For For Mgmt 2 Elect Director Charlene Barshefsky For For Mgmt 3 Elect Director E. John P. Browne For For Mgmt 4 Elect Director D. James Guzy For For Mgmt 5 Elect Director Reed E. Hundt For For Mgmt 6 Elect Director Paul S. Otellini For For Mgmt 7 Elect Director James D. Plummer For For Mgmt 8 Elect Director David S. Pottruck For For Mgmt 9 Elect Director Jane E. Shaw For For Mgmt 10 Elect Director John L. Thornton For For Mgmt 11 Elect Director David B. Yoffie For For Mgmt 12 Rescind Fair Price Provision For For Mgmt 13 Amend Articles/Bylaws/Repeal Supermajority For For Mgmt Vote 14 Ratify Auditors For For Mgmt 15 Approve Omnibus Stock Plan For Against Mgmt 16 Approve Qualified Employee Stock Purchase For For Mgmt Plan 04/25/06 - A International Business Machines Corp. 459200101 02/24/06 660 *IBM* 1 Elect Directors For Citypla Mgmt 1.1 Elect Director Cathleen Black --- For 1.2 Elect Director Kenneth I. Chenault --- For 1.3 Elect Director Juergen Dormann --- For 1.4 Elect Director Michael L. Eskew --- Withhold 1.5 Elect Director Shirley Ann Jackson --- For 1.6 Elect Director Minoru Makihara --- For 1.7 Elect Director Lucio A. Noto --- For 1.8 Elect Director James W. Owens --- For 1.9 Elect Director Samuel J. Palmisano --- For 1.10 Elect Director Joan E. Spero --- For 1.11 Elect Director Sidney Taurel --- For 1.12 Elect Director Charles M. Vest --- For 1.13 Elect Director Lorenzo H. Zambrano --- Withhold 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against For ShrHoldr 4 Evaluate Age Discrimination in Retirement Against Against ShrHoldr Plans 5 Time-Based Equity Awards Against For ShrHoldr 6 Increase Disclosure of Executive Against For ShrHoldr Compensation 7 Report on Outsourcing Against Against ShrHoldr 8 Implement/ Increase Activity on the Against Against ShrHoldr country-regionplaceChina Principles 9 Report on Political Contributions Against Against ShrHoldr 10 Require a Majority Vote for the Election of Against Against ShrHoldr Directors 11 Adopt Simple Majority Vote Against For ShrHoldr 04/27/06 - A Johnson & Johnson *JNJ* 478160104 02/28/06 870 1 Elect Directors For For Mgmt 2 Amend Articles to Remove Antitakeover For For Mgmt Provision 3 Ratify Auditors For For Mgmt 4 Disclose Charitable Contributions Against Against ShrHoldr 5 Require a Majority Vote for the Election of Against Against ShrHoldr Directors 05/16/06 - A JPMorgan Chase & Co. *JPM* 46625H100 03/17/06 2,470 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Put Repricing of Stock Options to Against Against ShrHoldr Shareholder Vote 4 Performance-Based Equity Awards Against Against ShrHoldr 5 Separate Chairman and CEO Positions Against Against ShrHoldr 6 Remove Reference to Sexual Orientation from Against Against ShrHoldr EEO Statement 7 Amend Articles/Bylaws/Charter -- Call Against For ShrHoldr Special Meetings 8 Report on Lobbying Activities Against Against ShrHoldr 9 Report on Political Contributions Against Against ShrHoldr 10 Approve Terms of Existing Poison Pill Against Against ShrHoldr 11 Provide for Cumulative Voting Against For ShrHoldr 12 Claw-back of Payments under Restatements Against Against ShrHoldr 13 Require Director Nominee Qualifications Against Against ShrHoldr 05/11/06 - A Lear Corporation *LEA* 521865105 03/21/06 460 1 Elect Directors For Citypla Mgmt 1.1 Elect Director David E. Fry --- For 1.2 Elect Director David P. Spalding --- Withhold 1.3 Elect Director James A. Stern --- For 1.4 Elect Director Henry D.G. Wallace --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For Against Mgmt 4 Declassify the Board of Directors Against For ShrHoldr 5 Implement Code of Conduct Based on ILO Against Against ShrHoldr Standards 05/18/06 - A Liz Claiborne, Inc. *LIZ* 539320101 03/20/06 720 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Against Against ShrHoldr Directors 05/08/06 - A Loews Corp. 540424108 03/10/06 320 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against For ShrHoldr 4 Prohibit Smoking in Public Facilities Against Against ShrHoldr 05/18/06 - A Marsh & McLennan Companies, Inc. 571748102 03/20/06 840 *MMC* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Against Against ShrHoldr Directors 4 Report on Political Contributions Against Against ShrHoldr 05/25/06 - A McDonald's Corp. *MCD* 580135101 03/27/06 1,440 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Submit Severance Agreement (Change in Against Against ShrHoldr Control) to shareholder Vote 4 Identify Food Products Manufactured or Sold Against Against ShrHoldr that Contain Genetically Engineered Ingredients 04/25/06 - A Merck & Co., Inc. *MRK* 589331107 02/24/06 740 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For Against Mgmt 4 Approve Non-Employee Director Omnibus Stock For Against Mgmt Plan 5 Limit Executive Compensation Against Against ShrHoldr 6 Adopt Simple Majority Vote Against For ShrHoldr 7 Adopt Animal Welfare Standards Against Against ShrHoldr 04/28/06 - A Merrill Lynch & Co., Inc. *MER* 590188108 02/27/06 800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Voting Against For ShrHoldr 4 Compensation- Director Compensation Against Against ShrHoldr 5 Review Executive Compensation Against Against ShrHoldr 05/11/06 - A MGIC Investment Corp. *MTG* 552848103 03/10/06 310 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 11/09/05 - A Microsoft Corp. *MSFT* 594918104 09/09/05 1,840 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/04/06 - A Morgan Stanley *MS* 617446448 02/03/06 950 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt 4 Amend Articles/Bylaws/Remove plurality For For Mgmt voting for directors 5 Amend Articles/Bylaws/Eliminate For For Mgmt supermajority voting requirements 6 Require a Majority Vote for the Election of Against Against ShrHoldr Directors 7 Amend Vote Requirements to Amend Against For ShrHoldr Articles/Bylaws/Charter 8 Submit Severance Agreement (Change in Against For ShrHoldr Control) to shareholder Vote 04/25/06 - A National City Corp. *NCC* 635405103 03/03/06 520 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/09/06 - A Newell Rubbermaid Inc. *NWL* 651229106 03/15/06 1,090 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Approve Qualified Employee Stock Purchase For For Mgmt Plan 4 Ratify Auditors For For Mgmt 5 Submit Shareholder Rights Plan (Poison Against For ShrHoldr Pill) to Shareholder Vote 6 Declassify the Board of Directors Against For ShrHoldr 05/10/06 - A NiSource Inc. *NI* 65473P105 03/14/06 1,210 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt 4 Require a Majority Vote for the Election of Against Against ShrHoldr Directors 05/17/06 - A Northrop Grumman Corp. *NOC* 666807102 03/21/06 440 1 Elect Directors For Citypla Mgmt 1.1 Elect Director John T. Chain, Jr. --- For 1.2 Elect Director Vic Fazio --- For 1.3 Elect Director Stephen E. Frank --- For 1.4 Elect Director Charles R. Larson --- Withhold 1.5 Elect Director Richard B. Myers --- For 1.6 Elect Director Ronald D. Sugar --- For 2 Ratify Auditors For For Mgmt 3 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt 4 Separate Chairman and CEO Positions Against Against ShrHoldr 05/11/06 - A Nucor Corp. *NUE* 670346105 03/13/06 210 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Require a Majority Vote for the Election of Against Against ShrHoldr Directors 10/26/05 - A Parker-Hannifin Corp. *PH* 701094104 08/31/05 320 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt 4 Declassify the Board of Directors Against For ShrHoldr 04/27/06 - A Pfizer Inc. *PFE* 717081103 03/01/06 2,680 1 Elect Directors For Citypla Mgmt 1.1 Elect Director Michael S. Brown --- For 1.2 Elect Director M. Anthony Burns --- For 1.3 Elect Director Robert N. Burt --- For 1.4 Elect Director W. Don Cornwell --- For 1.5 Elect Director William H. Gray, III --- For 1.6 Elect Director Constance J. Horner --- For 1.7 Elect Director William R. Howell --- For 1.8 Elect Director Stanley O. Ikenberry --- For 1.9 Elect Director George A. Lorch --- Withhold 1.10 Elect Director Henry A. McKinnell --- For 1.11 Elect Director Dana G. Mead --- Withhold 1.12 Elect Director Ruth J. Simmons --- For 1.13 Elect Director William C. Steere, Jr. --- For 2 Ratify Auditors For For Mgmt 3 Reduce Supermajority Vote Requirement For For Mgmt 4 Establish Term Limits for Directors Against Against ShrHoldr 5 Social Proposal Against Against ShrHoldr 6 Restore or Provide for Cumulative Voting Against For ShrHoldr 7 Separate Chairman and CEO Positions Against Against ShrHoldr 8 Report on Political Contributions Against Against ShrHoldr 9 Report on Animal Welfare Policy Against Against ShrHoldr 10 Reort on Animal-based Testing Against Against ShrHoldr
04/25/06 - A PNC Financial Services Group, Inc. 693475105 02/28/06 450 *PNC* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For Against Mgmt 3 Ratify Auditors For For Mgmt 04/20/06 - A PPG Industries, Inc. *PPG* 693506107 02/17/06 710 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For Against Mgmt 3 Ratify Auditors For For Mgmt 04/28/06 - A PPL Corp. *PPL* 69351T106 02/28/06 1,630 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Adopt Simple Majority Vote Against For ShrHoldr 05/25/06 - A R. R. Donnelley & Sons Co. *RRD* 257867101 04/01/06 740 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr 05/16/06 - A Royal Dutch Shell PLC 780259206 03/30/06 1,800 Meeting for Holders of ADRs 1 ADOPTION OF ANNUAL REPORT AND ACCOUNTS For For Mgmt 2 APPROVAL OF REMUNERATION REPORT For For Mgmt 3 Elect Directors For For Mgmt 4 Ratify Auditors For For Mgmt 5 REMUNERATION OF AUDITORS For For Mgmt 6 AUTHORITY TO ALLOT SHARES For For Mgmt 7 DISAPPLICATION OF PRE-EMPTION RIGHTS For For Mgmt 8 AUTHORITY TO PURCHASE OWN SHARES For For Mgmt 9 AUTHORITY FOR CERTAIN DONATIONS AND For Against Mgmt EXPENDITURE 10 SHAREHOLDER RESOLUTION Against Against ShrHoldr 10/27/05 - A Sara Lee Corp. *SLE* 803111103 09/01/05 850 1 Elect Directors For Citypla Mgmt 1.1 Elect Director Brenda C. Barnes --- For 1.2 Elect Director J.T. Battenberg, III --- For 1.3 Elect Director Charles W. Coker --- For 1.4 Elect Director James S. Crown --- For 1.5 Elect Director Willie D. Davis --- For 1.6 Elect Director Laurette T. Koellner --- For 1.7 Elect Director Cornelis J.A. Van Lede --- Withhold 1.8 Elect Director Sir Ian Prosser --- For 1.9 Elect Director Rozanne L. Ridgway --- For 1.10 Elect Director Richard L. Thomas --- For 1.11 Elect Director Jonathan P. Ward --- For 2 Ratify Auditors For For Mgmt 3 Approve Qualified Employee Stock Purchase For For Mgmt Plan 4 Adopt ILO Based Code of Conduct Against Against ShrHoldr 5 Eliminate or Restrict Severance Agreements Against For ShrHoldr (Change-in-Control) 6 Submit Shareholder Rights Plan (Poison Against For ShrHoldr Pill) to Shareholder Vote 07/13/05 - A Sprint Nextel Corp *S* 852061100 05/20/05 820 1 Increase Authorized Common Stock For For Mgmt 2 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt 3 Change Company Name For For Mgmt 4 Issue Shares in Connection with an For For Mgmt Acquisition 5 Adjourn Meeting For For Mgmt 6 Elect Directors For For Mgmt 7 Ratify Auditors For For Mgmt 8 Review Executive Compensation Against Against ShrHoldr 04/18/06 - A Sprint Nextel Corp *S* 852061100 02/28/06 1,440 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Against Against ShrHoldr Directors 4 Restore or Provide for Cumulative Voting Against For ShrHoldr 05/16/06 - A The Allstate Corp. *ALL* 020002101 03/17/06 970 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Approve Non-Employee Director Omnibus Stock For For Mgmt Plan 5 Require a Majority Vote for the Election of Against For ShrHoldr Directors 6 Adopt Simple Majority Vote Against For ShrHoldr 04/11/06 - A The Bank Of New York Co., Inc. *BK* 064057102 02/21/06 1,080 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against For ShrHoldr 4 Reimbursement of Expenses of Opposition Against Against ShrHoldr Candidates 04/19/06 - A The Coca-Cola Company *KO* 191216100 02/21/06 870 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Restricted Stock Plan For For Mgmt 4 Report on Charitable Contributions Against Against ShrHoldr 5 Review/ Report on Recycling Policy Against Against ShrHoldr 6 Performance-Based and/or Time-Based Equity Against For ShrHoldr Awards 7 Report on Environmental Liabilities in Against Against ShrHoldr country-regionplaceIndia 8 Sponsor Independent Inquiry into Operations Against Against ShrHoldr in CityplaceColumbia 05/09/06 - A The Gap, Inc. *GPS* 364760108 03/13/06 1,310 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 05/17/06 - A The CityplaceHartford Financial 416515104 03/20/06 580 Services Group, Inc. *HIG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/22/06 - A The Kroger Co. *KR* 501044101 04/24/06 2,100 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For For Mgmt 3 Eliminate Cumulative Voting For For Mgmt 4 Reduce Supermajority Vote Requirement For For Mgmt 5 Opt Out of State's Control Share For For Mgmt Acquisition Law 6 Require Advance Notice for Shareholder For Against Mgmt Proposals 7 Ratify Auditors For For Mgmt 8 Report on Animal Welfare Standards Against Against ShrHoldr 9 Prepare a Sustainability Report Against Against ShrHoldr 05/24/06 - A The Pepsi Bottling Group, Inc. *PBG* 713409100 03/30/06 1,140 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/19/06 - A Time Warner Inc *TWX* 887317105 03/24/06 4,020 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For Against Mgmt 4 Adopt Simple Majority Vote Requirement Against For ShrHoldr 5 Separate Chairman and CEO Positions Against Against ShrHoldr 6 Develop a Code Vendor of Conduct Against Against ShrHoldr 04/27/06 - A Torchmark Corp. *TMK* 891027104 03/03/06 550 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Adopt/Amend Board Diversity Policy Against Against ShrHoldr 03/09/06 - A Tyco International Ltd. *TYC* 902124106 01/09/06 1,450 Meeting for Holders of ADRs 1 SET THE MAXIMUM NUMBER OF DIRECTORS AT 12 For For Mgmt 2 Elect Directors For For Mgmt 3 AUTHORIZATION FOR THE BOARD OF DIRECTORS TO For For Mgmt APPOINT AN ADDITIONAL DIRECTOR TO FILL THE VACANCY PROPOSED TO BE CREATED ON THE BOARD 4 Ratify Auditors For For Mgmt 04/18/06 - A country-regionplaceU.S. Bancorp *USB* 902973304 02/27/06 1,880 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt 4 Declassify the Board of Directors Against For ShrHoldr 5 Approve Report of the Compensation Committee Against Against ShrHoldr 05/08/06 - A Unilever N.V. 904784709 03/15/06 510 Meeting for Holders of ADRs 1 ADOPTION OF THE ANNUAL ACCOUNTS AND For Mgmt APPROPRIATION OF THE PROFIT FOR THE 2005 FINANCIAL YEAR. 2 DISCHARGE OF THE EXECUTIVE DIRECTORS. For Mgmt 3 DISCHARGE OF THE NON-EXECUTIVE DIRECTORS. For Mgmt 4 SHARE EQUALIZATION. For Mgmt 5 APPROVAL: SHARE EQUALIZATION For Mgmt 6 ALTERATION III TO THE ARTICLES OF For Mgmt ASSOCIATION. BOARD OF NOMINATION PROCEDURE. 7 ALIGNMENT OF DIVIDEND GENERATING CAPACITY For Mgmt AND DIVIDEND ENTITLEMENTS. 8 Elect Directors For Mgmt 8 Elect Supervisory Board Member For Mgmt 9 REMUNERATION OF NON-EXECUTIVE DIRECTORS. For Mgmt 10 Ratify Auditors For Mgmt 11 DESIGNATION OF THE BOARD OF DIRECTORS AS For Mgmt THE COMPANY BODY AUTHORIZED IN RESPECT OF THE ISSUE OF SHARES IN THE COMPANY. 12 AUTHORIZATION OF THE BOARD OF DIRECTORS TO For Mgmt PURCHASE SHARES IN THE COMPANY AND DEPOSITARY RECEIPTS THEREFOR. Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote.
05/04/06 - A Verizon Communications *VZ* 92343V104 03/06/06 1,440 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Voting Against For ShrHoldr 4 Require a Majority Vote for the Election of Against Against ShrHoldr Directors 5 Require Majority of Independent Directors Against Against ShrHoldr on Board 6 Company-Specific-Directors on Common Boards Against Against ShrHoldr 7 Separate Chairman and CEO Positions Against Against ShrHoldr 8 Performance-Based and/or Time-Based Equity Against Against ShrHoldr Awards 9 Report on Political Contributions Against Against ShrHoldr 04/25/06 - A VF Corp. *VFC* 918204108 03/07/06 440 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/24/06 - A Viacom Inc. *VIA.B* 92553P201 03/31/06 460 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/18/06 - A Wachovia Corp. *WB* 929903102 02/22/06 1,210 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Submit Severance Agreement (Change in Against For ShrHoldr Control) to shareholder Vote 4 Report on Political Contributions Against Against ShrHoldr 5 Separate Chairman and CEO Positions Against Against ShrHoldr 6 Require a Majority Vote for the Election of Against Against ShrHoldr Directors 06/02/06 - A Wal-Mart Stores, Inc. *WMT* 931142103 04/05/06 750 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Animal Welfare Standards Against Against ShrHoldr 4 Report on Political Contributions Against Against ShrHoldr 5 Require a Majority Vote for the Election of Against Against ShrHoldr Directors 6 Prepare a Sustainability Report Against Against ShrHoldr 7 Report on Pay Disparity Against Against ShrHoldr 8 Report on Stock Option Distribution by Race Against Against ShrHoldr and Gender 04/18/06 - A Washington Mutual, Inc *WM* 939322103 02/24/06 1,240 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Approve Executive Incentive Bonus Plan For For Mgmt 5 Declassify the Board of Directors For For Mgmt 6 Report on Political Contributions Against Against ShrHoldr 05/05/06 - A Waste Management, Inc. *WMI* 94106L109 03/10/06 800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Qualified Employee Stock Purchase Plan For For Mgmt 4 Require a Majority Vote for the Election of Against Against ShrHoldr Directors 04/25/06 - A Wells Fargo & Company *WFC* 949746101 03/07/06 1,380 1 Elect Directors For placeCi Mgmt 1.1 Elect Director Lloyd H. Dean --- For 1.2 Elect Director Susan E. Engel --- For 1.3 Elect Director Enrique Hernandez, Jr. --- For 1.4 Elect Director Robert L. Joss --- For 1.5 Elect Director Richard M. Kovacevich --- For 1.6 Elect Director Richard D. McCormick --- For 1.7 Elect Director Cynthia H. Milligan --- Withhold 1.8 Elect Director Nicholas G. Moore --- For 1.9 Elect Director Philip J. Quigley --- Withhold 1.10 Elect Director Donald B. Rice --- Withhold 1.11 Elect Director Judith M. Runstad --- For 1.12 Elect Director Stephen W. Sanger --- For 1.13 Elect Director Susan G. Swenson --- For 1.14 Elect Director Michael W. Wright --- Withhold 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Against Against ShrHoldr Directors 4 Separate Chairman and CEO Positions Against Against ShrHoldr 5 Compensation- Director Compensation Against Against ShrHoldr 6 Report on Discrimination in Lending Against Against ShrHoldr 04/20/06 - A Weyerhaeuser Co. *WY* 962166104 02/24/06 800 1 Elect Directors For For Mgmt 2 Require a Majority Vote for the Election of Against Against ShrHoldr Directors 3 Adopt Simple Majority Vote Requirement Against For ShrHoldr 4 Performance-Based and/or Time-Based Equity Against Against ShrHoldr Awards 5 Report on Feasibility of Earning Against Against ShrHoldr placeForest Stewardship Council Certification 6 Separate Chairman and CEO Positions Against Against ShrHoldr 7 Ratify Auditors For For Mgmt 04/27/06 - A Wyeth *WYE* 983024100 03/03/06 1,140 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director Omnibus Stock For Against Mgmt Plan 4 Report on Product Availability in Against Against ShrHoldr placecountry-regionCanada 5 Report on Political Contributions Against Against ShrHoldr 6 Report on Animal welfare Policy Against Against ShrHoldr 7 Require a Majority Vote for the Election of Against Against ShrHoldr Directors 8 Separate Chairman and CEO Positions Against Against ShrHoldr 9 Adopt Simple Majority Vote Requirement Against For ShrHoldr 05/24/06 - A Xerox Corp. *XRX* 984121103 03/24/06 1,950 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Against Against ShrHoldr Directors 4 Performance-Based Equity Awards Against Against ShrHoldr
Fund Name: Principal Variable Contracts - Government & High Quality Bond Sub Advisor: Principal Global Investors, LLC Issuer Ticker Cusip Meeting Matter Proposed by Did Vote? Was Voted For or Date Voted On Issuer or Registrant Against Management? S/H? Vote? No Proxies Voted.
Fund: Principal Variable Contracts Fund, Inc. - Growth Account Sub-Advisor: Columbus Circle Investors
07/01/05 to 06/30/06 Mtg Date Company Security/ Mgmt Vote Record Shares /Type /Ballot Issues Proponent Rec Cast Date Voted 04/28/06 Aetna Inc. 00817Y108 With 02/24/06 30,000 AGM 1.1 Elect Director Betsy Z. Cohen Mgmt For For 1.2 Elect Director Molly J. Coye, M.D. Mgmt For For 1.3 Elect Director Barbara H. Franklin Mgmt For For 1.4 Elect Director Jeffrey E. Garten Mgmt For For 1.5 Elect Director Earl G. Graves Mgmt For For 1.6 Elect Director Gerald Greenwald Mgmt For For 1.7 Elect Director Ellen M. Hancock Mgmt For For 1.8 Elect Director Michael H. Jordan Mgmt For For 1.9 Elect Director Edward J. Ludwig Mgmt For For 1.10 Elect Director Joseph P. Newhouse Mgmt For For 1.11 Elect Director John W. Rowe, M.D. Mgmt For For 1.12 Elect Director Ronald A. Williams Mgmt For For 2 Ratify Auditors Mgmt For For 3 Approve Qualified Employee Stock Purchase Mgmt For For Plan 4 Provide for Cumulative Voting ShrHoldr Against Against Fund Name Shares Voted 000394331 Principal Variable Contracts 30,000 Fund, Inc.-Growth Total: 30,000 05/04/06 Allegheny Technologies, Inc. 01741R102 With 03/07/06 32,000 AGM 1.1 Elect Director Diane C. Creel Mgmt For For 1.2 Elect Director James E. Rohr Mgmt For For 1.3 Elect Director Louis J. Thomas Mgmt For For 2 Ratify Auditors Mgmt For For Fund Name Shares Voted 000394331 Principal Variable Contracts 32,000 Fund, Inc.-Growth Total: 32,000 05/02/06 Allergan, Inc. 018490102 With 03/15/06 16,000 AGM 1.1 Elect Director Herbert W. Boyer Mgmt For For 1.2 Elect Director Robert A. Ingram Mgmt For For 1.3 Elect Director David E.I. Pyott Mgmt For For 1.4 Elect Director Russell T. Ray Mgmt For For 2 Ratify Auditors Mgmt For For 3 Amend Non-Employee Director Omnibus Stock Mgmt For For Plan 4 Approve Executive Incentive Bonus Plan Mgmt For For Fund Name Shares Voted 000394331 Principal Variable Contracts 16,000 Fund, Inc.-Growth Total: 16,000 05/04/06 Apache Corp. 037411105 With 03/15/06 33,300 AGM 1.1 Elect Director Frederick M. Bohen Mgmt For For 1.2 Elect Director George D. Lawrence Mgmt For For 1.3 Elect Director Rodman D. Patton Mgmt For For 1.4 Elect Director Charles J. Pitman Mgmt For For 1.5 Elect Director Jay A. Precourt Mgmt For For 2 Amend Non-Employee Director Stock Option Mgmt For For Plan Fund Name Shares Voted 000394331 Principal Variable Contracts 33,300 Fund, Inc.-Growth Total: 33,300 04/27/06 Apple Computer, Inc. 037833100 With 02/28/06 56,922 AGM 1.1 Elect Director Fred D. Anderson Mgmt For For 1.2 Elect Director William V. Campbell Mgmt For For 1.3 Elect Director Millard S. Drexler Mgmt For For 1.4 Elect Director Albert A. Gore, Jr. Mgmt For For 1.5 Elect Director Steven P. Jobs Mgmt For For 1.6 Elect Director Arthur D. Levinson, Ph.D. Mgmt For For 1.7 Elect Director Jerome B. York Mgmt For For 2 Ratify Auditors Mgmt For For 3 Report on Computer Recycling Policy ShrHoldr Against Against Fund Name Shares Voted 000394331 Principal Variable Contracts 56,922 Fund, Inc.-Growth Total: 56,922 03/22/06 Applied Materials, Inc. 038222105 With 01/27/06 117,000 AGM 1.1 Elect Director Michael H. Armacost Mgmt For For 1.2 Elect Director Deborah A. Coleman Mgmt For For 1.3 Elect Director Philip V. Gerdine Mgmt For For 1.4 Elect Director Thomas J. Iannotti Mgmt For For 1.5 Elect Director Charles Y.S. Liu Mgmt For For 1.6 Elect Director James C. Morgan Mgmt For For 1.7 Elect Director Gerhard H. Parker Mgmt For For 1.8 Elect Director Willem P. Roelandts Mgmt For For 1.9 Elect Director Michael R. Splinter Mgmt For For 2 Ratify Auditors Mgmt For For Fund Name Shares Voted 000394331 Principal Variable Contracts 117,000 Fund, Inc.-Growth Total: 117,000 04/27/06 Broadcom Corp. 111320107 02/28/06 56,700 AGM 1.1 Elect Director George L. Farinsky Mgmt For For 1.2 Elect Director Maureen E. Grzelakowski Mgmt For For 1.3 Elect Director Nancy H. Handel Mgmt For For 1.4 Elect Director John Major Mgmt For For 1.5 Elect Director Scott A. McGregor Mgmt For For 1.6 Elect Director Alan E. Ross Mgmt For For 1.7 Elect Director Henry Samueli Mgmt For For 1.8 Elect Director Robert E. Switz Mgmt For For 1.9 Elect Director Werner F. Wolfen Mgmt For For 2 Amend Articles/Bylaws/Charter-Non-Routine Mgmt For For 3 Establish Range For Board Size Mgmt For For 4 Amend Non-Employee Director Omnibus Stock Mgmt For Against Plan 5 Ratify Auditors Mgmt For For Fund Name Shares Voted 000394331 Principal Variable Contracts 56,700 Fund, Inc.-Growth Total: 56,700 04/27/06 Capital One Financial Corp. 14040H105 02/28/06 24,600 AGM 1.1 Elect Director Richard D. Fairbank Mgmt For For 1.2 Elect Director E.R. Campbell Mgmt For For 1.3 Elect Director Stanley Westreich Mgmt For For 2 Ratify Auditors Mgmt For For 3 Amend Omnibus Stock Plan Mgmt For For 4 Require a Majority Vote for the Election ShrHoldr Against For of Directors Fund Name Shares Voted 000394331 Principal Variable Contracts 24,600 Fund, Inc.-Growth Total: 24,600 02/16/06 Celgene Corp. 151020104 With 01/17/06 34,400 EGM 1 Increase Authorized Common Stock Mgmt For For Fund Name Shares Voted 000394331 Principal Variable Contracts 34,400 Fund, Inc.-Growth Total: 34,400 06/14/06 Celgene Corp. 151020104 With 04/27/06 35,568 AGM 1.1 Elect Director John W. Jackson Mgmt For For 1.2 Elect Director Sol J. Barer, Ph.D. Mgmt For For 1.3 Elect Director Robert J. Hugin Mgmt For For 1.4 Elect Director Jack L. Bowman Mgmt For For 1.5 Elect Director Michael D. Casey Mgmt For For 1.6 Elect Director Rodman L. Drake Mgmt For For 1.7 Elect Director A. Hull Hayes, Jr., Md Mgmt For For 1.8 Elect Director Gilla Kaplan, Ph.D. Mgmt For For 1.9 Elect Director Richard C.E. Morgan Mgmt For For 1.10 Elect Director Walter L. Robb, Ph.D. Mgmt For For 2 Amend Omnibus Stock Plan Mgmt For For 3 Ratify Auditors Mgmt For For Fund Name Shares Voted 000394331 Principal Variable Contracts 35,568 Fund, Inc.-Growth Total: 35,568 04/26/06 CIGNA Corp. 125509109 With 02/28/06 28,600 AGM 1.1 Elect Director H. Edward Hanway Mgmt For For 1.2 Elect Director Harold A. Wagner Mgmt For For 2 Ratify Auditors Mgmt For For Fund Name Shares Voted 000394331 Principal Variable Contracts 28,600 Fund, Inc.-Growth Total: 28,600 05/09/06 CIT Group Inc 125581108 With 03/23/06 75,000 AGM 1.1 Elect Director Jeffrey M. Peek Mgmt For For 1.2 Elect Director Gary C. Butler Mgmt For For 1.3 Elect Director William M. Freeman Mgmt For For 1.4 Elect Director Hon. Thomas H. Kean Mgmt For For 1.5 Elect Director Marianne Miller Parrs Mgmt For For 1.6 Elect Director Timothy M. Ring Mgmt For For 1.7 Elect Director John R. Ryan Mgmt For For 1.8 Elect Director Seymour Sternberg Mgmt For For 1.9 Elect Director Peter J. Tobin Mgmt For For 1.10 Elect Director Lois M. Van Deusen Mgmt For For 2 Ratify Auditors Mgmt For For 3 Approve Omnibus Stock Plan Mgmt For For 4 Approve Executive Incentive Bonus Plan Mgmt For For Fund Name Shares Voted 000394331 Principal Variable Contracts 75,000 Fund, Inc.-Growth Total: 75,000 05/18/06 Citrix Systems, Inc. 177376100 With 03/20/06 51,000 AGM 1.1 Elect Director Thomas F. Bogan Mgmt For For 1.2 Elect Director Gary E. Morin Mgmt For For 2 Amend Omnibus Stock Plan Mgmt For For 3 Ratify Auditors Mgmt For For Fund Name Shares Voted 000394331 Principal Variable Contracts 51,000 Fund, Inc.-Growth Total: 51,000 05/04/06 Colgate-Palmolive Co. 194162103 03/07/06 46,600 AGM 1.1 Elect Director John T. Cahill Mgmt For For 1.2 Elect Director Jill K. Conway Mgmt For For 1.3 Elect Director Ellen M. Hancock Mgmt For For 1.4 Elect Director David W. Johnson Mgmt For For 1.5 Elect Director Richard J. Kogan Mgmt For For 1.6 Elect Director Delano E. Lewis Mgmt For For 1.7 Elect Director Reuben Mark Mgmt For For 1.8 Elect Director J. Pedro Reinhard Mgmt For For 1.9 Elect Director Howard B. Wentz, Jr. Mgmt For For 2 Ratify Auditors Mgmt For For 3 Approve Non-Employee Director Stock Mgmt For For Option Plan 4 Separate Chairman and CEO Positions ShrHoldr Against Against 5 Performance-Based Equity Awards ShrHoldr Against For Fund Name Shares Voted 000394331 Principal Variable Contracts 46,600 Fund, Inc.-Growth Total: 46,600 05/10/06 ConocoPhillips 20825C104 03/10/06 40,800 AGM 1.1 Elect Director Richard L. Armitage Mgmt For For 1.2 Elect Director Richard H. Auchinleck Mgmt For For 1.3 Elect Director Harald J. Norvik Mgmt For For 1.4 Elect Director William K. Reilly Mgmt For For 1.5 Elect Director Victoria J. Tschinkel Mgmt For For 1.6 Elect Director Kathryn C. Turner Mgmt For For 2 Ratify Auditors Mgmt For For 3 Report Damage Resulting From Drilling ShrHoldr Against For Inside the National Petroleum Reserve 4 Require a Majority Vote for the Election ShrHoldr Against For of Directors 5 Submit Supplemental Executive Retirement ShrHoldr Against For Plans to Shareholder vote 6 Report Accountability for Company's ShrHoldr Against Against Environmental Impacts due to Operation 7 Non-Employee Director Compensation ShrHoldr Against Against Fund Name Shares Voted 000394331 Principal Variable Contracts 40,800 Fund, Inc.-Growth Total: 40,800 07/28/05 Constellation Brands, Inc. 21036P108 With 05/31/05 79,400 AGM 1.1 Elect Director George Bresler Mgmt For For 1.2 Elect Director Jeananne K. Hauswald Mgmt For For 1.3 Elect Director James A. Locke III Mgmt For For 1.4 Elect Director Richard Sands, Ph.D. Mgmt For For 1.5 Elect Director Robert Sands Mgmt For For 1.6 Elect Director Thomas C. McDermott Mgmt For For 1.7 Elect Director Paul L. Smith Mgmt For For 2 Ratify Auditors Mgmt For For 3 Increase Authorized Common Stock Mgmt For For Fund Name Shares Voted 000394331 Principal Variable Contracts 79,400 Fund, Inc.-Growth Total: 79,400 05/11/06 CVS Corporation 126650100 03/15/06 147,600 AGM 1.1 Elect Director W. Don Cornwell Mgmt For For 1.2 Elect Director David W. Dorman Mgmt For For 1.3 Elect Director Thomas P. Gerrity Mgmt For For 1.4 Elect Director Marian L. Heard Mgmt For For 1.5 Elect Director William H. Joyce Mgmt For For 1.6 Elect Director Terrence Murray Mgmt For For 1.7 Elect Director Sheli Z. Rosenberg Mgmt For For 1.8 Elect Director Thomas M. Ryan Mgmt For For 1.9 Elect Director Alfred J. Verrecchia Mgmt For For 2 Ratify Auditors Mgmt For For 3 Require a Majority Vote for the Election ShrHoldr Against For of Directors 4 Submit Supplemental Executive Retirement ShrHoldr Against For Plans to Shareholder vote 5 Separate Chairman and CEO Positions ShrHoldr Against For 6 Report on Feasibility of Product ShrHoldr Against Against Reformulation Fund Name Shares Voted 000394331 Principal Variable Contracts 147,600 Fund, Inc.-Growth Total: 147,600 06/13/06 eBay Inc. 278642103 With 04/17/06 46,900 AGM 1.1 Elect Director William C. Ford, Jr. Mgmt For For 1.2 Elect Director Dawn G. Lepore Mgmt For For 1.3 Elect Director Pierre M. Omidyar Mgmt For For 1.4 Elect Director Richard T. Sclosberg, III Mgmt For For 2 Amend Stock Option Plan Mgmt For For 3 Ratify Auditors Mgmt For For Fund Name Shares Voted 000394331 Principal Variable Contracts 46,900 Fund, Inc.-Growth Total: 46,900 05/19/06 Federated Department Stores, Inc. 31410H101 03/31/06 22,000 AGM 1.1 Elect Director Joyce M. Roche Mgmt For For 1.2 Elect Director William P. Stiritz Mgmt For For 1.3 Elect Director Craig E. Weatherup Mgmt For For 2 Ratify Auditors Mgmt For For 3 Increase Authorized Common Stock Mgmt For For 4 Amend Omnibus Stock Plan Mgmt For For 5 Amend Omnibus Stock Plan Mgmt For For 6 Limit Boards on Which Directors May ShrHoldr Against For Concurrently Serve Fund Name Shares Voted 000394331 Principal Variable Contracts 22,000 Fund, Inc.-Growth Total: 22,000 05/10/06 Gilead Sciences, Inc. 375558103 03/22/06 53,600 AGM 1.1 Elect Director Paul Berg Mgmt For For 1.2 Elect Director John F. Cogan Mgmt For For 1.3 Elect Director Etienne F. Davignon Mgmt For For 1.4 Elect Director James M. Denny Mgmt For For 1.5 Elect Director John W. Madigan Mgmt For For 1.6 Elect Director John C. Martin Mgmt For For 1.7 Elect Director Gordon E. Moore Mgmt For For 1.8 Elect Director Nicholas G. Moore Mgmt For For 1.9 Elect Director Gayle E. Wilson Mgmt For For 2 Ratify Auditors Mgmt For For 3 Amend Omnibus Stock Plan Mgmt For For 4 Approve Executive Incentive Bonus Plan Mgmt For For 5 Increase Authorized Common Stock Mgmt For For 6 Report on Impact of HIV/AIDS, TB, and ShrHoldr Against For Malaria Pandemics Fund Name Shares Voted 000394331 Principal Variable Contracts 53,600 Fund, Inc.-Growth Total: 53,600 05/11/06 Google Inc 38259P508 03/17/06 14,990 AGM 1.1 Elect Director Eric Schmidt Mgmt For For 1.2 Elect Director Sergey Brin Mgmt For For 1.3 Elect Director Larry Page Mgmt For For 1.4 Elect Director L. John Doerr Mgmt For For 1.5 Elect Director John L. Hennessy Mgmt For For 1.6 Elect Director Arthur D. Levinson Mgmt For For 1.7 Elect Director Ann Mather Mgmt For For 1.8 Elect Director Michael Moritz Mgmt For For 1.9 Elect Director Paul S. Otellini Mgmt For For 1.10 Elect Director K. Ram Shriram Mgmt For For 1.11 Elect Director Shirley M. Tilghman Mgmt For For 2 Ratify Auditors Mgmt For For 3 Amend Omnibus Stock Plan Mgmt For For 4 Company-Specific-Recapitalization Plan ShrHoldr Against For Fund Name Shares Voted 000394331 Principal Variable Contracts 14,990 Fund, Inc.-Growth Total: 14,990 03/15/06 Hewlett-Packard Co. 428236103 01/17/06 87,000 AGM 1.1 Elect Director P.C. Dunn Mgmt For For 1.2 Elect Director L.T. Babbio, Jr. Mgmt For For 1.3 Elect Director S.M. Baldauf Mgmt For For 1.4 Elect Director R.A. Hackborn Mgmt For For 1.5 Elect Director J.H. Hammergren Mgmt For For 1.6 Elect Director M.V. Hurd Mgmt For For 1.7 Elect Director G.A. Keyworth Ii Mgmt For For 1.8 Elect Director T.J. Perkins Mgmt For For 1.9 Elect Director R.L. Ryan Mgmt For For 1.10 Elect Director L.S. Salhany Mgmt For For 1.11 Elect Director R.P. Wayman Mgmt For For 2 Ratify Auditors Mgmt For For 3 Approve Executive Incentive Bonus Plan Mgmt For For 4 Require a Majority Vote for the Election ShrHoldr Against For of Directors 5 Claw-Back of Payments under Restatement ShrHoldr Against Against Fund Name Shares Voted 000394331 Principal Variable Contracts 87,000 Fund, Inc.-Growth Total: 87,000 05/25/06 Lamar Advertising Company 512815101 With 04/03/06 24,000 AGM 1.1 Elect Director John Maxwell Hamilton Mgmt For For 1.2 Elect Director Robert M. Jelenic Mgmt For For 1.3 Elect Director Stephen P. Mumblow Mgmt For For 1.4 Elect Director Thomas V. Reifenheiser Mgmt For For 1.5 Elect Director Anna Reilly Mgmt For For 1.6 Elect Director Kevin P. Reilly, Jr. Mgmt For For 1.7 Elect Director Wendell Reilly Mgmt For For 2 Amend Omnibus Stock Plan Mgmt For For Fund Name Shares Voted 000394331 Principal Variable Contracts 24,000 Fund, Inc.-Growth Total: 24,000 06/09/06 Marvell Technology Group Ltd G5876H105 04/12/06 43,200 AGM Meeting for Holders of ADRs 1.1 Elect Director Sehat Sutardja, Ph.D. Mgmt For For 1.2 Elect Director Weili Dai Mgmt For For 1.3 Elect Director Pantas Sutardja, Ph.D. Mgmt For For 1.4 Elect Director Arturo Krueger Mgmt For For TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE COMPANY S INDEPENDENT REGISTERED or PUBLIC ACCOUNTING FIRM AND TO AUTHORIZE or 2 THE AUDIT COMMITTEE TO FIX THEIR Mgmt F REMUNERATION FOR THE 2007 FISCAL YEAR F ENDING JANUARY 27, 2007. 3 TO APPROVE AN INCREASE TO THE COMPANY S Mgmt For For AUTHORIZED SHARE CAPITAL. TO APPROVE AN AMENDMENT TO THE COMPANY S SECOND AMENDED AND RESTATED BYE-LAWS TO or or 4 AMEND THE PROVISION RELATED TO Mgmt F INDEMNIFICATION OF DIRECTORS AND OFFICERS. F Fund Name Shares Voted 000394331 Principal Variable Contracts 43,200 Fund, Inc.-Growth Total: 43,200 05/25/06 McDonald's Corp. 580135101 03/27/06 72,100 AGM 1.1 Elect Director Robert A. Eckert Mgmt For For 1.2 Elect Director Enrique Hernandez, Jr. Mgmt For For 1.3 Elect Director Jeanne P. Jackson Mgmt For For 1.4 Elect Director Richard H. Lenny Mgmt For For 1.5 Elect Director Andrew J. McKenna Mgmt For For 1.6 Elect Director Sheila A. Penrose Mgmt For For 2 Ratify Auditors Mgmt For For 3 Submit Severance Agreement (Change in ShrHoldr Against For Control) to shareholder Vote Identify Food Products Manufactured or 4 Sold that Contain Genetically Engineered ShrHoldr gainst gainst Ingredients A A Fund Name Shares Voted 000394331 Principal Variable Contracts 72,100 Fund, Inc.-Growth Total: 72,100 04/04/06 Morgan Stanley 617446448 02/03/06 38,000 AGM 1.1 Elect Director Roy J. Bostock Mgmt For For 1.2 Elect Director Erskine B. Bowles Mgmt For For 1.3 Elect Director C. Robert Kidder Mgmt For For 1.4 Elect Director John J. Mack Mgmt For For 1.5 Elect Director Donald T. Nicolaisen Mgmt For For 1.6 Elect Director Hutham S. Olayan Mgmt For For 1.7 Elect Director O. Griffith Sexton Mgmt For For 1.8 Elect Director Howard J. Davies Mgmt For For 1.9 Elect Director Charles H. Noski Mgmt For For 1.10 Elect Director Laura D'Andrea Tyson Mgmt For For 1.11 Elect Director Klaus Zumwinkel Mgmt For For 2 Ratify Auditors Mgmt For For 3 Declassify the Board of Directors Mgmt For For 4 Amend Articles/Bylaws/Remove plurality Mgmt For For voting for directors 5 Amend Articles/Bylaws/Eliminate Mgmt For For supermajority voting requirements 6 Require a Majority Vote for the Election ShrHoldr Against For of Directors 7 Amend Vote Requirements to Amend ShrHoldr Against For Articles/Bylaws/Charter 8 Submit Severance Agreement (Change in ShrHoldr Against For Control) to shareholder Vote Fund Name Shares Voted 000394331 Principal Variable Contracts 38,000 Fund, Inc.-Growth Total: 38,000 05/01/06 Motorola, Inc. 620076109 03/03/06 168,500 AGM 1.1 Elect Director E. Zander Mgmt For For 1.2 Elect Director H.L. Fuller Mgmt For For 1.3 Elect Director J. Lewent Mgmt For For 1.4 Elect Director T. Meredith Mgmt For For 1.5 Elect Director N. Negroponte Mgmt For For 1.6 Elect Director I. Nooyi Mgmt For For 1.7 Elect Director S. Scott, III Mgmt For For 1.8 Elect Director R. Sommer Mgmt For For 1.9 Elect Director J. Stengel Mgmt For For 1.10 Elect Director D. Warner, III Mgmt For For 1.11 Elect Director J. White Mgmt For For 1.12 Elect Director M. White Mgmt For For 2 Approve Omnibus Stock Plan Mgmt For For 3 Submit Shareholder Rights Plan (Poison ShrHoldr Against For Pill) to Shareholder Vote Fund Name Shares Voted 000394331 Principal Variable Contracts 168,500 Fund, Inc.-Growth Total: 168,500 08/31/05 Network Appliance, Inc. 64120L104 07/05/05 55,000 AGM 1.1 Elect Director Daniel J. Warmenhoven Mgmt For For 1.2 Elect Director Donald T. Valentine Mgmt For For 1.3 Elect Director Jeffry R. Allen Mgmt For For 1.4 Elect Director Carol A. Bartz Mgmt For For 1.5 Elect Director Alan L. Earhart Mgmt For For 1.6 Elect Director Mark Leslie Mgmt For For 1.7 Elect Director Nicholas C. Moore Mgmt For For 1.8 Elect Director Sachio Semmoto Mgmt For For 1.9 Elect Director George T. Sheheen Mgmt For For 1.10 Elect Director Robert T. Wall Mgmt For For 2 Amend Omnibus Stock Plan Mgmt For Against 3 Amend Qualified Employee Stock Purchase Mgmt For For Plan 4 Ratify Auditors Mgmt For For Fund Name Shares Voted 000394331 Principal Variable Contracts 55,000 Fund, Inc.-Growth Total: 55,000 09/20/05 Nike, Inc. 654106103 07/25/05 34,900 AGM 1.1 Elect Director Jill K. Conway Mgmt For For 1.2 Elect Director Alan B. Graf, Jr. Mgmt For For 1.3 Elect Director Jeanne P. Jackson Mgmt For For 2 Increase Authorized Common Stock Mgmt For For 3 Approve Executive Incentive Bonus Plan Mgmt For For 4 Amend Omnibus Stock Plan Mgmt For Against 5 Ratify Auditors Mgmt For For Fund Name Shares Voted 000394331 Principal Variable Contracts 34,900 Fund, Inc.-Growth Total: 34,900 03/30/06 Nokia Corp. 654902204 02/06/06 105,000 AGM Meeting for Holders of ADRs 1 APPROVAL OF THE INCOME STATEMENTS AND THE Mgmt For For BALANCE SHEETS. 2 PROPOSAL TO THE ANNUAL GENERAL MEETING OF Mgmt For For A DIVIDEND OF EUR 0.37 PER SHARE. APPROVAL OF THE DISCHARGE OF THE CHAIRMAN, THE MEMBERS OF THE BOARD OF or or 3 DIRECTORS AND THE PRESIDENT FROM Mgmt F LIABILITY. F 4 APPROVAL OF THE REMUNERATION TO BE PAID Mgmt For For TO THE MEMBERS OF THE BOARD OF DIRECTORS. PROPOSAL ON THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS AS PROPOSED BY THE or or 5 CORPORATE GOVERNANCE AND NOMINATION Mgmt F COMMITTEE. F 6.1 Elect Director Paul J. Collins Mgmt For For 6.2 Elect Director Georg Ehrnrooth Mgmt For For 6.3 Elect Director Daniel R. Hesse Mgmt For For 6.4 Elect Director Bengt Holmstrom Mgmt For For 6.5 Elect Director Per Karlsson Mgmt For For 6.6 Elect Director Edouard Michelin Mgmt For For 6.7 Elect Director Jorma Ollila Mgmt For For 6.8 Elect Director Marjorie Scardino Mgmt For For 6.9 Elect Director Keijo Suila Mgmt For For 6.10 Elect Director Vesa Vainio Mgmt For For 7 APPROVAL OF THE REMUNERATION TO BE PAID Mgmt For For TO THE AUDITOR. APPROVAL OF THE RE-ELECTION OF 8 PRICEWATERHOUSECOOPERS OY AS THE AUDITORS Mgmt or or FOR FISCAL YEAR 2006. F F PROPOSAL OF THE BOARD TO REDUCE THE SHARE 9 CAPITAL THROUGH CANCELLATION OF NOKIA Mgmt or or SHARES HELD BY COMPANY. F F 10 AUTHORIZATION TO THE BOARD TO INCREASE Mgmt For For THE SHARE CAPITAL OF THE COMPANY. 11 AUTHORIZATION TO THE BOARD TO REPURCHASE Mgmt For For NOKIA SHARES. 12 AUTHORIZATION TO THE BOARD TO DISPOSE Mgmt For For NOKIA SHARES HELD BY THE COMPANY. 3 MARK THE FOR BOX IF YOU WISH TO INSTRUCT NOKIA S LEGAL COUNSELS TO VOTE IN THEIR or gainst 1 DISCRETION ON YOUR BEHALF ONLY UPON ITEM Mgmt A 13. F Fund Name Shares Voted 000394331 Principal Variable Contracts 105,000 Fund, Inc.-Growth Total: 105,000 05/23/06 Nordstrom, Inc. 655664100 With 03/15/06 98,200 AGM 1.1 Elect Director Phyllis J. Campbell Mgmt For For 1.2 Elect Director Enrique Hernandez, Jr. Mgmt For For 1.3 Elect Director Jeanne P. Jackson Mgmt For For 1.4 Elect Director Robert G. Miller Mgmt For For 1.5 Elect Director Blake W. Nordstrom Mgmt For For 1.6 Elect Director Erik B. Nordstrom Mgmt For For 1.7 Elect Director Peter E. Nordstrom Mgmt For For 1.8 Elect Director Philip G. Satre Mgmt For For 1.9 Elect Director Alison A. Winter Mgmt For For 2 Amend Qualified Employee Stock Purchase Mgmt For For Plan 3 Ratify Auditors Mgmt For For Fund Name Shares Voted 000394331 Principal Variable Contracts 98,200 Fund, Inc.-Growth Total: 98,200 05/11/06 Nucor Corp. 670346105 03/13/06 23,000 AGM 1.1 Elect Director Clayton C. Daley, Jr. Mgmt For For 1.2 Elect Director Harvey B. Grant Mgmt For For 2 Ratify Auditors Mgmt For For 3 Increase Authorized Common Stock Mgmt For For 4 Require a Majority Vote for the Election ShrHoldr Against For of Directors Fund Name Shares Voted 000394331 Principal Variable Contracts 23,000 Fund, Inc.-Growth Total: 23,000 10/10/05 Oracle Corp. 68389X105 With 08/15/05 91,500 AGM 1.1 Elect Director Jeffrey O. Henley Mgmt For For 1.2 Elect Director Lawrence J. Ellison Mgmt For For 1.3 Elect Director Donald L. Lucas Mgmt For For 1.4 Elect Director Michael J. Boskin Mgmt For For 1.5 Elect Director Jack F. Kemp Mgmt For For 1.6 Elect Director Jeffrey S. Berg Mgmt For For 1.7 Elect Director Safra A. Catz Mgmt For For 1.8 Elect Director Hector Garcia-Molina Mgmt For For 1.9 Elect Director Joseph A. Grundfest Mgmt For For 1.10 Elect Director H. Raymond Bingham Mgmt For For 1.11 Elect Director Charles E. Phillips, Jr. Mgmt For For 2 Approve Executive Incentive Bonus Plan Mgmt For For 3 Ratify Auditors Mgmt For For Fund Name Shares Voted 000394331 Principal Variable Contracts 91,500 Fund, Inc.-Growth Total: 91,500 05/03/06 PepsiCo, Inc. 713448108 With 03/10/06 66,200 AGM 1.1 Elect Director John F. Akers Mgmt For For 1.2 Elect Director Robert E. Allen Mgmt For For 1.3 Elect Director Dina Dublon Mgmt For For 1.4 Elect Director Victor J. Dzau, M.D. Mgmt For For 1.5 Elect Director Ray L. Hunt Mgmt For For 1.6 Elect Director Alberto Ibarguen Mgmt For For 1.7 Elect Director Arthur C. Martinez Mgmt For For 1.8 Elect Director Indra K. Nooyi Mgmt For For 1.9 Elect Director Steven S. Reinemund Mgmt For For 1.10 Elect Director Sharon Percy Rockefeller Mgmt For For 1.11 Elect Director James J. Schiro Mgmt For For 1.12 Elect Director Franklin A. Thomas Mgmt For For 1.13 Elect Director Cynthia M. Trudell Mgmt For For 1.14 Elect Director Daniel Vasella Mgmt For For 1.15 Elect Director Michael D. White Mgmt For For 2 Ratify Auditors Mgmt For For 3 Publish Political Contributions ShrHoldr Against Against 4 Report on Charitable Contributions ShrHoldr Against Against Fund Name Shares Voted 000394331 Principal Variable Contracts 66,200 Fund, Inc.-Growth Total: 66,200 04/25/06 PNC Financial Services Group, Inc. 693475105 With 02/28/06 33,000 AGM 1.1 Elect Director Mr. Chellgren Mgmt For For 1.2 Elect Director Mr. Clay Mgmt For For 1.3 Elect Director Mr. Cooper Mgmt For For 1.4 Elect Director Mr. Davidson Mgmt For For 1.5 Elect Director Ms. James Mgmt For For 1.6 Elect Director Mr. Kelson Mgmt For For 1.7 Elect Director Mr. Lindsay Mgmt For For 1.8 Elect Director Mr. Massaro Mgmt For For 1.9 Elect Director Mr. O'Brien Mgmt For For 1.10 Elect Director Ms. Pepper Mgmt For For 1.11 Elect Director Mr. Rohr Mgmt For For 1.12 Elect Director Ms. Steffes Mgmt For For 1.13 Elect Director Mr. Strigl Mgmt For For 1.14 Elect Director Mr. Thieke Mgmt For For 1.15 Elect Director Mr. Usher Mgmt For For 1.16 Elect Director Mr. Walls Mgmt For For 1.17 Elect Director Mr. Wehmeier Mgmt For For 2 Approve Omnibus Stock Plan Mgmt For For 3 Ratify Auditors Mgmt For For Fund Name Shares Voted 000394331 Principal Variable Contracts 33,000 Fund, Inc.-Growth Total: 33,000 05/18/06 Ross Stores, Inc. 778296103 With 03/24/06 56,000 AGM 1.1 Elect Director Michael Balmuth Mgmt For For 1.2 Elect Director K. Gunnar Bjorklund Mgmt For For 1.3 Elect Director Sharon D. Garrett Mgmt For For 2 Amend Executive Incentive Bonus Plan Mgmt For For 3 Ratify Auditors Mgmt For For Fund Name Shares Voted 000394331 Principal Variable Contracts 56,000 Fund, Inc.-Growth Total: 56,000 05/09/06 SAP AG 803054204 03/24/06 36,000 AGM Meeting for Holders of ADRs 1 RESOLUTION ON THE APPROPRIATION OF THE Mgmt For For RETAINED EARNINGS OF THE FISCAL YEAR 2005 RESOLUTION ON THE FORMAL APPROVAL OF THE 2 ACTS OF THE EXECUTIVE BOARD IN THE FISCAL Mgmt or or YEAR 2005 F F RESOLUTION ON THE FORMAL APPROVAL OF THE 3 ACTS OF THE SUPERVISORY BOARD IN THE Mgmt or or FISCAL YEAR 2005 F F 4 Ratify Auditors Mgmt For For RESOLUTION ON A CAPITAL INCREASE FROM COMPANY FUNDS BY THREE TIMES THE AMOUNT or 5 OF THE EXISTING CAPITAL STOCK BY Mgmt or CONVERTING PARTIAL AMOUNTS OF THE CAPITAL F F RESERVES RESOLUTION ON THE IMPLEMENTATION OF THE CAPITAL INCREASE FROM COMPANY FUNDS BY or 6 THREE TIMES THE AMOUNT OF THE EXISTING Mgmt or CAPITAL STOCK BY CONVERTING PARTIAL F F AMOUNTS OF THE CAPITAL RESERVES RESOLUTION ON A CHANGE IN THE REMUNERATION OF THE MEMBERS OF THE or or 7 SUPERVISORY BOARD AND ON A CORRESPONDING Mgmt F AMENDMENT OF THE ARTICLES OF ASSOCIATION F RESOLUTION ON THE CREATION OF A NEW AUTHORIZED CAPITAL LA AGAINST or 8 CONTRIBUTIONS IN CASH WITH THE OPTION TO Mgmt or EXCLUDE THE SHAREHOLDERS SUBSCRIPTION F F RIGHTS RESOLUTION ON THE CREATION OF A NEW AUTHORIZED CAPITAL LLA AGAINST or 9 CONTRIBUTIONS IN CASH OR IN KIND WITH THE Mgmt or OPTION TO EXCLUDE THE SHAREHOLDERS F F SUBSCRIPTION RIGHTS 0 RESOLUTION ON THE AUTHORIZATION TO USE TREASURY SHARES WITH A PRO RATA AMOUNT OF or or 1 CAPITAL STOCK REPRESENTED BY SUCH SHARES Mgmt F OF UP TO EUR 30 MILLION IN AGGREGATE F 1 RESOLUTION ON AN AUTHORIZATION TO ACQUIRE ADDITIONAL TREASURY SHARES WITH A PRO or 1 RATE AMOUNT OF CAPITAL STOCK REPRESENTED Mgmt or BY SUCH SHARES OF UP TO EUR 90 MILLION IN F F AGGREGATE 2 RESOLUTION ON THE AUTHORIZATION TO USE 1 EQUITY DERIVATIVES IN CONNECTION WITH THE Mgmt or or ACQUISITION OF TREASURY SHARES F F 3 RESOLUTION ON THE AUTHORIZATION TO ISSUE CONVERTIBLE AND/OR WARRANT-LINKED BONDS, or 1 ON THE CANCELLATION OF THE EXISTING Mgmt or CONTINGENT CAPITAL IV, ON THE CREATION OF F F A NEW CONTINGENT CAPITAL IV 4 RESOLUTION ON AN ADDITIONAL AUTHORIZATION TO ISSUE CONVERTIBLE AND/OR or or 1 WARRANT-LINKED BONDS, ON THE CREATION OF Mgmt F A NEW CONTINGENT CAPITAL IVA F 5 RESOLUTION ON THE APPROVAL OF THE CONTROL AND PROFIT AND LOSS TRANSFER AGREEMENT or 1 BETWEEN SAP AG AND SAP ERSTE Mgmt or BETEILIGUNGS- UND VERMOGENSVERWALTUNGS F F GMBH 6 RESOLUTION ON THE APPROVAL OF THE CONTROL AND PROFIT AND LOSS TRANSFER AGREEMENT or 1 BETWEEN SAP AG AND SAP ZWEITE Mgmt or BETEILIGUNGS- UND VERMOGENSVERWALTUNGS F F GMBH Fund Name Shares Voted 000394331 Principal Variable Contracts 36,000 Fund, Inc.-Growth Total: 36,000 05/17/06 Southwest Airlines Co. 844741108 03/22/06 120,000 AGM 1.1 Elect Director Colleen C. Barrett Mgmt For For 1.2 Elect Director Gary C. Kelly Mgmt For For 1.3 Elect Director John T. Montford Mgmt For For 1.4 Elect Director William H. Cunningham Mgmt For For 1.5 Elect Director Louis E. Caldera Mgmt For For 1.6 Elect Director Nancy B. Loeffler Mgmt For For 1.7 Elect Director David W. Biegler Mgmt For For 2 Amend Qualified Employee Stock Purchase Mgmt For For Plan 3 Ratify Auditors Mgmt For For 4 Adopt Simple Majority Vote ShrHoldr Against For Fund Name Shares Voted 000394331 Principal Variable Contracts 120,000 Fund, Inc.-Growth Total: 120,000 07/13/05 Sprint Corp. 852061100 05/20/05 106,300 AGM 1 Increase Authorized Common Stock Mgmt For For 2 Amend Articles/Bylaws/Charter-Non-Routine Mgmt For For 3 Change Company Name Mgmt For For 4 Issue Shares in Connection with an Mgmt For For Acquisition 5 Adjourn Meeting Mgmt For For 6.1 Elect Director Gordon M. Bethune Mgmt For For 6.2 Elect Director Dr. E. Linn Draper, Jr. Mgmt For For 6.3 Elect Director James H. Hance, Jr. Mgmt For For 6.4 Elect Director Deborah A. Henretta Mgmt For For 6.5 Elect Director Irvine O. Hockaday, Jr. Mgmt For For 6.6 Elect Director Linda Koch Lorimer Mgmt For For 6.7 Elect Director Gerald L. Storch Mgmt For For 6.8 Elect Director William H. Swanson Mgmt For For 7 Ratify Auditors Mgmt For For 8 Review Executive Compensation ShrHoldr Against For Fund Name Shares Voted 000394331 Principal Variable Contracts 106,300 Fund, Inc.-Growth Total: 106,300 06/06/06 Staples, Inc. 855030102 04/10/06 157,750 AGM 1.1 Elect Director Basil L. Anderson Mgmt For For 1.2 Elect Director Robert C. Nakasone Mgmt For For 1.3 Elect Director Ronald L. Sargent Mgmt For For 1.4 Elect Director Stephen F. Schuckenbrock Mgmt For For 2 Declassify the Board of Directors Mgmt For For 3 Ratify Auditors Mgmt For For 4 Require a Majority Vote for the Election ShrHoldr Against For of Directors Fund Name Shares Voted 000394331 Principal Variable Contracts 157,750 Fund, Inc.-Growth Total: 157,750 04/27/06 Tellabs, Inc. 879664100 With 02/27/06 135,000 AGM 1.1 Elect Director Bo Hedfors Mgmt For For 1.2 Elect Director Michael E. Lavin Mgmt For For 1.3 Elect Director Jan H. Suwinski Mgmt For For 2 Ratify Auditors Mgmt For For Fund Name Shares Voted 000394331 Principal Variable Contracts 135,000 Fund, Inc.-Growth Total: 135,000 05/04/06 Teva Pharmaceutical Industries 881624209 03/27/06 32,000 AGM Meeting for Holders of ADRs TO RECEIVE AND DISCUSS THE COMPANY S CONSOLIDATED BALANCE SHEET AS OF DECEMBER or or 1 31, 2005 AND THE CONSOLIDATED STATEMENTS Mgmt F OF INCOME FOR THE YEAR THEN ENDED. F TO APPROVE THE BOARD OF DIRECTORS RECOMMENDATION THAT THE CASH DIVIDEND FOR or or 2 THE YEAR ENDED DECEMBER 31, 2005 BE Mgmt F DECLARED FINAL. F TO APPOINT PROF. GABRIELA SHALEV AS A 3 STATUTORY INDEPENDENT DIRECTOR FOR AN Mgmt or or ADDITIONAL TERM OF THREE YEARS. F F 4 TO ELECT THE FOLLOWING DIRECTOR TO SERVE Mgmt For For FOR A THREE-YEAR TERM: DR. PHILLIP FROST 5 TO ELECT THE FOLLOWING DIRECTOR TO SERVE Mgmt For For FOR A THREE-YEAR TERM: CARLO SALVI 6 TO ELECT THE FOLLOWING DIRECTOR TO SERVE Mgmt For For FOR A THREE-YEAR TERM: DAVID SHAMIR TO APPROVE THE PURCHASE OF DIRECTOR S AND 7 OFFICER S LIABILITY INSURANCE FOR THE Mgmt or gainst DIRECTORS AND OFFICERS OF THE COMPANY. F A 8 TO APPROVE AN AMENDMENT TO SECTION 60(E) Mgmt For For OF THE COMPANY S ARTICLES OF ASSOCIATION. TO APPROVE AN INCREASE IN THE REMUNERATION PAID TO THE DIRECTORS OF THE or or 9 COMPANY (OTHER THAN THE CHAIRMAN OF THE Mgmt F BOARD). F 0 TO APPOINT KESSELMAN & KESSELMAN, AS THE 1 INDEPENDENT REGISTERED PUBLIC ACCOUNTING Mgmt or or FIRM AND DETERMINE THEIR COMPENSATION. F F Fund Name Shares Voted 000394331 Principal Variable Contracts 32,000 Fund, Inc.-Growth Total: 32,000 04/26/06 Textron Inc. 883203101 03/03/06 34,300 AGM 1.1 Elect Director Lewis B. Campbell Mgmt For For 1.2 Elect Director Lawrence K. Fish Mgmt For For 1.3 Elect Director Joe T. Ford Mgmt For For 2 Ratify Auditors Mgmt For For 3 Report on Depleted Uranium Weapons ShrHoldr Against Against Components 4 Require a Majority Vote for the Election ShrHoldr Against For of Directors Fund Name Shares Voted 000394331 Principal Variable Contracts 34,300 Fund, Inc.-Growth Total: 34,300 05/18/06 The Charles Schwab Corp. 808513105 03/20/06 151,000 AGM 1.1 Elect Director Nancy H. Bechtle Mgmt For For 1.2 Elect Director Marjorie Magner Mgmt For For 1.3 Elect Director C. Preston Butcher Mgmt For For 2 Declassify the Board of Directors Mgmt For For 3 Report on Impact of Flat Tax ShrHoldr Against Against 4 Report on Political Contributions ShrHoldr Against For 5 Require a Majority Vote for the Election ShrHoldr Against For of Directors 6 Submit Severance Agreement (Change in ShrHoldr Against For Control) to shareholder Vote Fund Name Shares Voted 000394331 Principal Variable Contracts 151,000 Fund, Inc.-Growth Total: 151,000 04/19/06 The Coca-Cola Company 191216100 02/21/06 67,000 AGM 1.1 Elect Director Herbert A. Allen Mgmt For For 1.2 Elect Director Ronald W. Allen Mgmt For For 1.3 Elect Director Cathleen P. Black Mgmt For For 1.4 Elect Director Barry Diller Mgmt For Withhold 1.5 Elect Director E. Neville Isdell Mgmt For For 1.6 Elect Director Donald R. Keough Mgmt For For 1.7 Elect Director Donald F. McHenry Mgmt For For 1.8 Elect Director Sam Nunn Mgmt For For 1.9 Elect Director James D. Robinson, III Mgmt For For 1.10 Elect Director Peter V. Ueberroth Mgmt For For 1.11 Elect Director James B. Williams Mgmt For For 2 Ratify Auditors Mgmt For For 3 Amend Restricted Stock Plan Mgmt For For 4 Report on Charitable Contributions ShrHoldr Against Against 5 Review/ Report on Recycling Policy ShrHoldr Against Against 6 Performance-Based and/or Time-Based ShrHoldr Against For Equity Awards 7 Report on Environmental Liabilities in ShrHoldr Against Against India 8 Sponsor Independent Inquiry into ShrHoldr Against Against Operations in Columbia Fund Name Shares Voted 000394331 Principal Variable Contracts 67,000 Fund, Inc.-Growth Total: 67,000 03/31/06 The Goldman Sachs Group, Inc. 38141G104 With 01/30/06 29,900 AGM 1.1 Elect Director Lloyd C. Blankfein Mgmt For For 1.2 Elect Director Lord Browne Ofmadingley Mgmt For For 1.3 Elect Director John H. Bryan Mgmt For For 1.4 Elect Director Claes Dahlback Mgmt For For 1.5 Elect Director Stephen Friedman Mgmt For For 1.6 Elect Director William W. George Mgmt For For 1.7 Elect Director James A. Johnson Mgmt For For 1.8 Elect Director Lois D. Juliber Mgmt For For 1.9 Elect Director Edward M. Liddy Mgmt For For 1.10 Elect Director Henry M. Paulson, Jr. Mgmt For For 1.11 Elect Director Ruth J. Simmons Mgmt For For 2 Amend Restricted Partner Compensation PlanMgmt For For 3 Ratify Auditors Mgmt For For Fund Name Shares Voted 000394331 Principal Variable Contracts 29,900 Fund, Inc.-Growth Total: 29,900 05/09/06 Weatherford International Ltd G95089101 03/10/06 34,000 AGM Meeting for Holders of ADRs 1.1 Elect Director Nicholas F. Brady Mgmt For For 1.2 Elect Director William E. Macaulay Mgmt For For 1.3 Elect Director David J. Butters Mgmt For For 1.4 Elect Director Robert B. Millard Mgmt For For 1.5 Elect Director Bernard J. Duroc-Danner Mgmt For For 1.6 Elect Director Robert K. Moses, Jr. Mgmt For For 1.7 Elect Director Sheldon B. Lubar Mgmt For For 1.8 Elect Director Robert A. Rayne Mgmt For For 2 Ratify Auditors Mgmt For For 3 APPROVAL OF THE WEATHERFORD INTERNATIONAL Mgmt For Against LTD. 2006 OMNIBUS INCENTIVE PLAN. APPROVAL OF AN INCREASE IN THE COMPANY S AUTHORIZED SHARE CAPITAL FROM $510,000,000, CONSISTING OF 500,000,000 For For 4 COMMON SHARES AND 10,000,000 PREFERENCE Mgmt SHARES, TO $1,010,000,000, BY THE CREATION OF 500,000,000 ADDITIONAL COMMON SHARES. Fund Name Shares Voted 000394331 Principal Variable Contracts 34,000 Fund, Inc.-Growth Total: 34,000 04/04/06 Wm. Wrigley Jr. Co. 982526105 02/06/06 25,600 AGM 1.1 Elect Director John F. Bard Mgmt For For 1.2 Elect Director Howard B. Bernick Mgmt For For 1.3 Elect Director Melinda R. Rich Mgmt For For 2 Approve Omnibus Stock Plan Mgmt For Against 3 Authorize a New Class of Common Stock Mgmt For Against 4 Company Specific/Increase the Class B Mgmt For Against Common Stock Automatic Conversion 5 Company Specific/Automatic Conversion of Mgmt For Against Class B Common Stock 6 Ratify Auditors Mgmt For For Fund Name Shares Voted 000394331 Principal Variable Contracts 25,600 Fund, Inc.-Growth Total: 25,600
Fund: Principal Variable Contracts - International Emerging Markets Fund Sub-Advisor: Principal Global Investors Vote Summary Report Jul 01, 2005 - Jun 30, 2006 Prinipal VCF-Equity Income Fund - 5042INTL
Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted ---------------------------------------------------- ------------ ------------- -------------- ----------- ---------- ---------- -------------------------------------------------------------------------------------------------------------------------------- 05/04/06 - AABB Ltd. H0010V101 None 5,254 1 Share Re-registration Consent For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/28/06 - AAbbott Laboratories *ABT* 002824100 03/01/06 11,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Performance-Based Equity Awards Against For ShrHoldr In conclusion, the company's annual and long-term incentive programs do not sufficiently meet the proponent's requirements of pay-for-superior performance standards. Therefore, ISS supports this shareholder proposal. 4 Report on Political Contributions Against Against ShrHoldr In the case of Abbott Laboratories, ISS notes that the company briefly discusses laws and general policy related to political contributions in its Code of Business Conduct. While this information does not go into detail on the company's overarching business rationale for its contributions, it does disclose that the Legal Division of the company is responsible for oversight and approval of all such contributions. Moreover, the company has committed to including information on its corporate contributions in its annual report. ISS will evaluate the scope and content of the company's disclosure in its next annual report and may consider supporting a similar resolution in the future if the information provided does not provide shareholders with sufficient insight into the company's policies. However, based on information available in the company's Code of Business Conduct regarding the oversight of its political contributions, and Abbott Laboratories' commitment to include disclosure on this topic in its next annual report, ISS does not believe support for the resolution is necessary at this time. 5 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. ISS believes that separating the role of Chair and CEO may help Abbott Laboratories address challenges that face the company on many levels, including pharmaceutical pricing, by encouraging management accountability to shareholders for the establishment of long-term policies that protect and grow shareholder value. 04/27/06 - AAbn Amro Holding Nv N0030P459 04/20/06 5,356 1 Approve Minutes of Previous Meeting None Mgmt 2 Receive Report of Management Board None Mgmt 3a Approve Financial Statements and Statutory For Mgmt Reports 3b Approve Dividends of EUR 1.10 Per Share For Mgmt 3c Approve Discharge of Management Board For Mgmt 3d Approve Discharge of Supervisory Board For Mgmt 4 Approve Remuneration Report Containing For Mgmt Remuneration Policy for Management Board Members 5 Approve Amendments to Remuneration of For Mgmt Supervisory Board 6 Approve Company's Corporate Governance For Mgmt Structure 7a Elect G.J. Kramer to Supervisory Board For Mgmt 7b Elect G. Randa to Supervisory Board For Mgmt 7c Reelect A.C. Martinez to Supervisory Board For Mgmt 8 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 9a Grant Board Authority to Issue Ordinary For Mgmt Shares, Convertible Preference Shares and Preference Financing Shares Up To 20 Percent of Issued Capital 9b Authorize Board to Exclude Preemptive For Mgmt Rights from Issuance Under Item 9a 10 Any Other Business (Non-Voting) None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 03/24/06 - AACTA HOLDING R0388P107 None 85,000 1 Open Meeting None None Mgmt 2 Elect Chairman of Meeting For For Mgmt 3 Approve Notice of Meeting and Agenda For For Mgmt 4 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 5 Approve Financial Statements, Allocation For For Mgmt of Income and Dividends of NOK 2 per Share 6 Approve Remuneration of Directors in the For For Mgmt Amount of NOK 250,000 for Chairman and NOK 150,000 for Other Board Members 7 Approve Remuneration of Auditors in the For For Mgmt Amount of NOK 99,000 8 Reelect Stein Aukner and Petter Berge as For For Mgmt Directors; Elect Nina Lie and Karla Smith as New Directors 9 Approve Creation of NOK 4.5 Million Pool For For Mgmt of Capital without Preemptive Rights 05/18/06 - AADMIRAL GROUP PLC G0110T106 None 4,582 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 14.9 Pence Per For For Mgmt Ordinary Share 4 Re-elect Henry Engelhardt as Director For For Mgmt 5 Re-elect Manfred Aldag as Director For For Mgmt 6 Reappoint KPMG Audit Plc as Auditors and For For Mgmt Authorise the Board to Determine Their Remuneration 7 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 86,000 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 13,000 9 Authorise 13,000,000 Ordinary Shares for For For Mgmt Market Purchase 05/22/06 - AAGF (Assurances Generales de France) F14868180 None 1,562 Ordinary Business 1 Approve Financial Statements and Statutory For Mgmt Reports 2 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 3 Approve Allocation of Income and Dividends For Mgmt of EUR 3.60 per Share 4 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 5 Approve Discharge of Board and President For Mgmt 6 Ratify Appointment of Joachim Faber as For Mgmt Director 7 Reelect Joachim Faber as Director For Mgmt 8 Reelect Andre Levy-Lang as Director For Mgmt 9 Reelect Dominique Ferrero as Director For Mgmt 10 Reelect Diethart Breipohl as Director For Mgmt 11 Reelect Antoine Jeancourt-Galignani as For Mgmt Director 12 Elect Klaus Luft as Director For Mgmt 13 Elect Robert Hudry as Director For Mgmt 14 Ratify SCP Jean-Claude Andre et Autres as For Mgmt Alternate Auditor 15 Ratify Picarle et Associes as Alternate For Mgmt Auditor 16 Approve Remuneration of Directors in the For Mgmt Aggregate Amount of EUR 374,400 17 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital Special Business 18 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares 19 Authorize Filling of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 03/22/06 - AAKER YARDS ASA R0145T103 None 2,198 1 Open Meeting and Recording of Shareholders None None Mgmt Represented At Meeting 2 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 3 Approve Notice of Meeting and Agenda For For Mgmt 4 Receive Presentation of Business Activities None None Mgmt 5 Approve Financial Statements and Statutory For For Mgmt Reports; Approve Allocation of Income and Dividends of NOK 15.50 Per Share 6 Approve Remuneration of Directors in the For For Mgmt Amount of NOK 325,000 for Chairman, NOK 275,000 for Vice Chairman, and NOK 225,000 for Other Board Members 7 Approve Remuneration of Nominating For For Mgmt Committee in the Amount of NOK 10,000 Per Member 8 Approve Remuneration of Auditors For For Mgmt 9 Reelect Leif-Arne Langoey, Svein For For Mgmt Sivertsen, Rebekka Glasser, Yngve Haagensen, Ole Melberg, and Martinus Brandal as Directors; Elect Carola Teir-Lehtinen as New Director 10 Reelect Members of Nominating Committee For For Mgmt (Kjell Inge Roekke [Chairman], Rune Bjerke, and Gerhard Heiberg) While ISS prefers that all key committees be composed of nonexecutive board members who are accountable to all shareholders, we recognize that it is market practice in Norway to have non-board members serving on nominating committees. We therefore support proposals to elect nominating committees consisting of board members as well as non-board members, but we advocate disclosure of the names of the proposed candidates for the committee in the meeting notice. At this meeting, because of a lack of controversy regarding the Nominating Committee in the past, we recommend a vote in favor of this proposal. 11 Approve NOK 3 Billion Transfer From Share For For Mgmt Premium Account to Unrestricted Shareholders' Equity Under this item, the board is asking for shareholder approval to reduce Exense's share premium account by NOK 3 billion ($445.1 million). This amount will be transferred to unrestricted shareholders' equity. The company explains that the transfer is being made to supply the company with a more adequate capital structure. This proposal is occasionally seen at general meetings of Scandinavian companies. The transfer is usually undertaken either to adjust the statutory reserve to a certain percentage of the share capital, as required by domestic law, or to achieve a more efficient allocation of funds at the company. Since the transferred funds may not be used without shareholder approval, we see no reason to oppose this proposal. 12 Approve Creation of NOK 200 Million Pool For Against Mgmt of Capital without Preemptive Rights This is a general capital request; that is, the company is seeking the authority to issue shares for no specific purpose. Our guidelines allow for general capital increases without preemptive rights to a maximum of 20 percent of the existing outstanding share capital; this amount is generally more than adequate for unforeseen contingencies. Under this issuance, the potential dilution amounts to 48.5 percent of the capital. The issuance also includes the power of attorney in the event of anti-takeover situations as stipulated in Section 5-15 of the Oslo Stock Exchange Act. ISS opposes all forms of anti-takeover mechanisms, as they limit shareholder value by eliminating the takeover or control premium for the company. When faced with the possibility of a take-over situation, ISS believes shareholders should be able to decide what is in their own best interest. Due to potential excessive dilution of 48.5 percent and the possibility to use the capital from this issuance for anti-takeover measures, ISS recommends a vote against this proposal. 13 Authorize Repurchase of Shares Up to For For Mgmt Aggregate Nominal Value of NOK 40 Million Some shareholders object to corporations repurchasing shares. They prefer to see extra cash invested in new businesses or paid out as dividends. We believe that when timed correctly, corporate stock repurchases are a legitimate use of corporate funds and can add to long-term shareholder returns. For this reason, we recommend a vote in favor of the board's proposal. 14 Consent to Amended Bond Agreement With For Against Mgmt Respect to Convertible Loan of NOK 236 Million Under this item, the board asks shareholders to approve an amended bond agreement with respect to a convertible loan of NOK 236 million ($35 million). On Sept. 21, 2004, the board entered into an agreement with Aker ASA with regard to raising a convertible loan with a nominal value of NOK 236 million. Following this agreement, the bonds have been sold and Aker ASA is no longer the owner of any of the bonds. Thus, the board has found it appropriate to make some amendments regarding the conversion terms to the loan agreement with the current owner of the bonds (HBK Master Fund L.P). Pursuant to the new agreement, the conversion rate will now be NOK 111.4 ($16.5) which corresponds to the present rate conversion rate of NOK 126.3 ($18.7) with the addition of 250,000 shares. The additional 250,000 shares are rendered as compensation because the conversion will take place prior to the scheduled time. In total, up to 2.1 million shares may be converted, representing a dilution of about 10.3 percent of the share capital. When the bonds were issued on Sept. 21, 2004, the Aker Yards share was trading at NOK 99 ($14.7). Since the fall of 2004, the company's share has soared in value. Today, the share trades at NOK 397 ($58.9). Thus, allowing a conversion rate of NOK 111.4 represents a significant conversion discount. Given that bonds may be converted at a large discount, the number of shares to be converted has increased by 250,000, and the bonds may be converted earlier than stated in the original terms of the bonds, we believe this amended bond agreement would not be favorable to existing Aker Yards shareholders. Due to these reasons, ISS recommends a vote against this item. 06/09/06 - SAllco Finance Group Limited (formerly Q80508114 06/07/06 11,363 Record Investments Lim 1 Approve the Acquisition of Allco Finance For For Mgmt and Allco UK Together with the Joint Venture Interests, from the Allco Shareholders and the Issuance of 86.87 Million New Record Shares as Consideration for the Acquisition 2 Approve the Provision of Financial For For Mgmt Benefits to Allco Shareholders 3 Authorize the Acquisition by the Company For For Mgmt of a Relevant Interest in 124.91 Million Record Shares 4 Approve Issuance of Shares Under the For For Mgmt Executive Options and Rights Plan 5 Approve Issuance of Shares Under the All For For Mgmt Employee Share Plan 6 Approve Issuance of Shares Under the For For Mgmt Deferred Share Purchase Plan 7 Approve Issuance of Shares to For For Mgmt Non-executive Directors Under and on the Terms of the Non-executive Director Share Plan 8 Authorize the Board to Increase the For Against Mgmt Maximum Aggregate Remuneration Payable to the Non-executive Directors by A$800,000, from A$700,000 to A$1.5 Million Per Annum A vote against this item is warranted because of the following reasons: - The increase to the fee cap sought is more than 100 percent. - The number of directors to be remunerated under the cap will only increase from three to four as a result of the merger. - No information has been disclosed on the proposed level of fees to individual directors after the merger. 9 Approve the Change of Company's Name to For For Mgmt Allco Finance Group Ltd 04/18/06 - AAlpha Bank (formerly Alpha Credit Bank X1687N119 None 2,141 ) 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Approve Discharge of Board and Auditors For Mgmt 3 Approve Auditors and Authorize Board to For Mgmt Fix Their Remuneration 4 Approve Remuneration of Directors For Mgmt 5 Approve Accounting Treatment of Absorption For Mgmt of Delta Singular SA 6 Approve Discharge of Board and Auditors of For Mgmt Delta Singular SA 7 Authorize Share Repurchase Program For Mgmt 8 Issue and Allocate New Shares Following For Mgmt Capitalization of Reserves and Decrease of Par Value; Amend Articles Accordingly 9 Amend Articles Re: Codification For Mgmt 10 Allow Board to Issue 100 Percent of the For Mgmt Issued Capital Without the Preapproval of the General Meeting 11 Elect Independent Directors For Mgmt 12 Approve Stock Option Plan and Amend the For Mgmt Present One 13 Authorize Board and Managers of the For Mgmt Company to Participate in Boards and Management of Similar Companies Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/02/06 - SAlpha Bank (formerly Alpha Credit Bank X1687N119 None 2,141 ) 1 Amend Articles and Codification For Mgmt 2 Allow Board to Issue 100 Percent of the For Mgmt Issued Capital without the Preapproval of the General Meeting 3 Approve Stock Option Plan and Amend For Mgmt Existing One Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/06/06 - SAlpha Bank (formerly Alpha Credit Bank X1687N119 None 2,997 ) 1 Amend Articles and Codification For Against Mgmt 2 Allow Board to Issue 100 Percent of the For Against Mgmt Issued Capital without the Preapproval of the General Meeting 3 Approve Stock Option Plan and Amend For Against Mgmt Existing One 04/27/06 - AAltria Group, Inc. *MO* 02209S103 03/06/06 22,712 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Separate Chairman and CEO Positions Against Against ShrHoldr We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO position. 4 Adopt ILO Standards Against Against ShrHoldr In this case, Altria operates in certain markets that increase the company's exposure to human rights violations. However, ISS notes that the company has established a formal code of conduct that specifically references certain issues related to workplace human rights. Furthermore, Altria discusses its belief that employees should have the right to join, or refrain from joining, trade unions and to bargain collectively, and commits to dealing fairly and directly with representatives of these organizations. The disclosure also briefly discusses information about the company's compliance mechanisms for vendors and suppliers. Finally, the company does not appear to be the subject of any recent, significant fines or litigation related to its international labor rights policies. Therefore, ISS does not believe that the adoption of an additional code of conduct is necessary at this time. As such we recommend that shareholders vote against this resolution. 5 Inform African Americans of Health Risks Against Against ShrHoldr Associated with Menthol Cigarettes We specifically question the impact that undertaking a campaign to warn African Americans of health risks associated with menthol cigarettes will have on shareholder value. Information regarding the health impacts of smoking is available to all interested parties on the company website and through other media campaigns. Furthermore, ISS agrees with the company that public health agencies would be a better venue for addressing these issues, as they can ensure that appropriate information based on sound research is consistently communicated to the public. As such, we do not recommend shareholder support for this resolution. 6 Establish Fire Safety Standards for Against Against ShrHoldr Cigarettes ISS believes that certain issues such as increased product warnings on the health risks, or fire safety standards associated with cigarettes are generally better addressed by legislators and public health agencies rather than individual companies. Unilaterally adopting new fire safety standards could negatively affect the company's competitive advantage, and may not meet the needs of potential future legislation in other states should such legislation arise. Therefore, ISS recommends that shareholders vote against this proposal 7 Adopt Animal Welfare Policy Against Against ShrHoldr In this case, ISS notes that Altria has committed to compliance with applicable guidelines on animal welfare, and that the company's position does not appear inconsistent with industry standards. Moreover, the company has received accreditation from AAALAC for the testing conducted by Philip Morris Research Laboratories. Finally, establishing new policies on animal welfare, monitoring the compliance of external animal testing facilities, and reporting this information to shareholders may not provide enough meaningful information to shareholders to offset the cost and burden to the company of complying with this proposal. As such, we do not recommend shareholder support for the resolution. 8 Support Legislation to Reduce Smoking Against Against ShrHoldr Generally speaking, ISS believes that public agencies are the appropriate forum for discussion on tax policies or regulations regarding public smoking. Furthermore, ISS is concerned that taking active positions to support certain issues related to smoking may have a negative impact on the company's business, and questions the short-term and long-term impact on shareholder value that may result from compliance with this proposal. As such, we do not recommend shareholder support for the resolution. 9 Provide Information on Second Hand Smoke Against Against ShrHoldr ISS believes that the government agencies tasked with providing guidance on issues related to public health are the most appropriate venue for discussion on issues of standardized healthcare coding and statistical analysis of this information. Individual surveys adopted and advocated by companies could provide some confusion or inconsistency in diagnosing and coding medical conditions. As such, we do not recommend shareholder support for this resolution. 11/02/05 - SAluminium of Greece SA X00944136 None 3,900 1 Amend Corporate Purpose Re: Addition of For Mgmt Production and Marketing of Any Form of Energy to Company's Business Objectives 2 Elect Directors For Mgmt 3 Ratify Election of A New Member of the For Mgmt Board; Approve Board's Decisions 4 Decision Re: Share Repurchase Program; For Mgmt Amendment of Article in Case of Cancellation of Repurchased Shares 5 Other Business (Non-Voting) None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 01/16/06 - SAluminium of Greece SA X00944136 None 4,900 1 Amend Corporate Purpose For Mgmt 2 Elect Directors For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 01/31/06 - SAluminium of Greece SA X00944136 None 4,900 1 Amend Corporate Purpose For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 02/09/06 - SAluminium of Greece SA X00944136 None 4,900 1 Authorize Capitalization of Reserves for For Mgmt Increase in Par Value 2 Approve Stock Split and Reduce Par Value For Mgmt 3 Amend Article 5 Re: Changes in Capital For Mgmt 4 Other Business (Non-Voting) None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/16/06 - AAluminium of Greece SA X00944136 None 2,647 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Approve Dividends For Mgmt 3 Approve Discharge of Board and Auditors For Mgmt 4 Appoint Auditors and Deputy Auditors, For Mgmt Detrmination of Their Remuneration 5 Approve Directors' Remuneration for 2005 For Mgmt and Preapprove Remuneration for 2006 6 Elect Directors in Replacement of For Mgmt Resigning Ones 7 Elect Directors For Mgmt 8 Amend Articles For Mgmt 9 Approval of Share or Profit Distribution For Mgmt to Employees and Approval of Stock Option Plan 10 Authorize Share Repurchase Program For Mgmt 11 Other Business For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/02/06 - SAluminium of Greece SA X00944136 None 2,647 1 Approval of Share or Profit Distribution For Mgmt to Employees and Approval of Stock Option Plan Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 01/12/06 - SAM NV (frmely Amstelland N.V. N0461R131 01/06/06 8,990 (Formerly NBM Amstelland NV)) 1 Open Meeting None Mgmt 2 Receive Announcements (Non-Voting) None Mgmt 3 Approve Minutes of Previous Meeting For Mgmt 4 Notes on Public Offer by Koninklijke BAM None Mgmt Groep N.V. 5 Approve Sale of All Issued Shares in the For Mgmt Capital of AM Development B.V., Conditional Upon the Offeror Proceeding with the Offer 6 Elect L.C. Brinkman, W. van Vonno, and For Mgmt A.H. van Tooren to Supervisory Board 7 Amend Articles For Mgmt 8 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 9 Authorize All Management Board Members to For Mgmt Represent Company with Regard to All Actions Concerning Public Offer and Sale and Delivery of All Shares in the Capital of AM Development B.V. 10 Allow Questions None Mgmt 11 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/30/06 - AAM NV (frmely Amstelland N.V. N0461R131 05/23/06 10,366 (Formerly NBM Amstelland NV)) 1 Open Meeting None Mgmt 2 Receive Announcements (non-voting) None Mgmt 3 Discuss Minutes of Previous Meeting None Mgmt 4 Receive Report of Management Board None Mgmt 5 Discussion on Company's Corporate None Mgmt Governance Structure 6 Approve Financial Statements and Statutory For Mgmt Reports 7 Receive Explanation on Company's Reserves None Mgmt and Dividend Policy 8 Approve Dividends of EUR 6.00 Per Share For Mgmt 9a Approve Discharge of Management Board For Mgmt 9b Approve Discharge of Supervisory Board For Mgmt 10 Approve Remuneration of Supervisory Board For Mgmt 11a Approve Increase in Size of Management For Mgmt Board 11b Elect R.D.L. van Steeg to Management Board For Mgmt 12 Ratify KPMG Accountants N.V. as Auditors For Mgmt 13 Allow Questions None Mgmt 14 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/11/06 - AAMB Property Corp. *AMB* 00163T109 03/07/06 10,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/06 - AAmerican Capital Strategies, Ltd. 024937104 03/13/06 15,000 *ACAS* 1 Elect Directors For For Mgmt 2 Approve Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 4.18 percent is within the allowable cap for this company of 11.88 percent. Additionally, this plan expressly forbids repricing. 3 Approve Executive Incentive Bonus Plan For For Mgmt VI. Vote Recommendation ISS recognizes that cash bonus plans such as this one can be an important part of an executive's overall pay package, along with stock-based plans tied to long-term total shareholder returns. Over the long term, stock prices are an excellent indicator of management performance. However, other factors, such as economic conditions and investor reaction to the stock market in general, and certain industries in particular, can greatly impact the company's stock price. As a result, a cash bonus plan can effectively reward individual performance and the achievement of business unit objectives that are independent of short-term market share price fluctuations. The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. The total cost of the company's plans of 4.21 percent is within the allowable cap for this company of 11.88 percent. 4 Ratify Auditors For For Mgmt 05/18/06 - AAmp Limited *AMP* Q0344G101 05/16/06 15,426 1 Receive the Financial Report of the None None Mgmt Company and the Reports of the Directors and Auditor for the Year Ended Dec. 31, 2005 2 Approve the Capital Return of AUD 0.40 Per For For Mgmt Fully Paid Ordinary Share to Holders of Such Shares on the Record Date Specified by the Company A vote in favor of this resolution is recommended. This resolution includes some investment-related, as well as governance, considerations. As such shareholders should take into account their own individual circumstances (including tax circumstances) before deciding whether to vote in line with our recommendation. Shareholders should also consider: the rationale provided by the company for wanting to return capital to shareholders; the amount of capital to be returned per share held; the impact on the company's liquidity of returning capital to shareholders; and the expected impact on the company's strategy if this resolution were to be defeated. 3 Adopt the Remuneration Report for the Year For For Mgmt Ended Dec. 31, 2005 4a Elect David Clarke as Director For For Mgmt 4b Elect Meredith Hellicar as Director For For Mgmt 5 Authorize the Board to Increase the For For Mgmt Non-executive Directors' Fee Cap by AUD 865,000, from AUD 1.635 Million to AUD 2.5 Million Per Annum A vote in favor of this resolution is recommended. The resolution is not contentious. 04/20/06 - AAmSouth Bancorporation *ASO* 032165102 02/21/06 31,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For Against Mgmt V. Vote Recommendation Although the total cost of the company's plans of 7.05 percent is within the allowable cap for this company of 7.45 percent, and the plan expressly forbids repricing, the company's three year average burn rate of 2.82 percent is higher than its four-digit GICS peer group of 2.46 percent. Therefore, the company has failed ISS's three-year average burn rate policy. 4 Report on Political Contributions Against For ShrHoldr 5 Ammend EEO Statement to Prohibit Against For ShrHoldr Discrimination Based on Sexual Orientation 06/20/06 - AAngang New Steel Company Y0132D105 05/19/06 144,000 1 Accept Report of the Board of Directors For For Mgmt 2 Accept Report of the Supervisory Committee For For Mgmt 3 Accept Financial Statements and Statutory For For Mgmt Reports 4 Approve Proposed Profit Distribution Plan For For Mgmt 5 Approve Remuneration of Directors and For For Mgmt Supervisors 6 Approve Auditors for 2006 and Authorize For For Mgmt Board to Fix Their Remuneration 7a Elect Liu Jie as Executive Director For For Mgmt 7b Elect Tang Fuping as Executive Director For For Mgmt 7c Elect Yang Hua as Executive Director For For Mgmt 7d Elect Wang Chunming as Executive Director For For Mgmt 7e Elect Huang Haodong as Executive Director For For Mgmt 7f Elect Lin Daqing as Executive Director For For Mgmt 7g Elect Fu Wei as Executive Director For For Mgmt 7h Elect Fu Jihui as Executive Director For For Mgmt 7i Elect Yu Wanyuan as Non-Executive Director For For Mgmt 7j Elect Wu Xichun as Independent For Against Mgmt Non-Executive Director Due to his affiliation with Angang Holding, this nominee cannot be expected to represent shareholders as an independent non-executive director. In view of this concern, a vote opposing the election of Wu Xichun is recommended. 7k Elect Wang Linsen as Independent For For Mgmt Non-Executive Director 7l Elect Liu Yongze as Independent For For Mgmt Non-Executive Director 7m Elect Francis Li Chak Yan as Independent For For Mgmt Non-Executive Director 7n Elect Wang Xiaobin as Independent For For Mgmt Non-Executive Director 8a Elect Qi Cong as Supervisor For For Mgmt 8b Elect Zhang Lifen as Supervisor For For Mgmt 8c Elect Shan Mingyi as Supervisor For For Mgmt 9 Change Company Name For For Mgmt 10 Amend Articles of Association For For Mgmt 11 Amend Rules of Procedure for the General For For Mgmt Meetings of the Shareholders 12 Amend Rules of Procedure for the Meetings For For Mgmt of the Board of Directors 13 Amend Rules of Procedure for the Meeetings For For Mgmt of the Supervisory Committee 04/25/06 - AAnglo American PLC (formerly Anglo G03764100 None 5,978 Ame. Corp. of S. Africa L 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of USD 0.95 Per For For Mgmt Ordinary Share 3 Elect Peter Woicke as Director For For Mgmt 4 Elect Mamphela Ramphele as Director For For Mgmt 5 Re-elect David Challen as Director For For Mgmt 6 Re-elect Fred Phaswana as Director For For Mgmt 7 Re-elect Sir Mark Moody-Stuart as Director For For Mgmt 8 Reappoint Deloitte & Touche LLP as For For Mgmt Auditors of the Company 9 Authorize Board to Fix Remuneration of For For Mgmt Auditors 10 Approve Remuneration Report For For Mgmt 11 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 248,750,000 12 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 37,250,000 13 Authorise 149,000,000 Ordinary Shares for For For Mgmt Market Purchase 14 Amend Articles of Association Re: Board For For Mgmt Composition 05/19/06 - AAon Corp. *AOC* 037389103 03/22/06 14,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. ISS supports performance based compensation that qualifies for tax deduction under Section 162 (m). 4 Amend Omnibus Stock Plan For Against Mgmt V. Vote Recommendation We commend the company for expressly forbidding the repricing of stock options under the plan. However, the company's three year average burn rate of 4.45 percent is higher than its four-digit industry burn rate of 2.56 percent. Therefore, the company has failed ISS's three-year average burn rate policy. Additionally, the total cost of the company's plans of 10.40 percent is above the allowable cap for this company of 6.65 percent. 05/23/06 - AArbor Realty Trust Inc *ABR* 038923108 04/18/06 22,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/06 - AArchstone Smith Trust *ASN* 039583109 03/27/06 16,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/24/06 - AASM Pacific Technology Ltd. G0535Q117 04/12/06 31,000 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final and Second Special Dividends For For Mgmt of HK$1.0 Per Share and HK$0.3 Per Share Respectively 3a Reelect Lam See Pong, Patrick as Director For For Mgmt 3b Reelect Fung Shu Kan, Alan as Director For For Mgmt 3c Reelect Arnold J. M. van der Ven as For For Mgmt Director 3d Approve Remuneration of Directors For For Mgmt 4 Reappoint Deloitte Touche Tohmatsu as For For Mgmt Auditors and Authorize Board to Fix Their Remuneration 5 Amend Articles Re: Retirement by Rotation For For Mgmt 04/27/06 - AAssicurazioni Generali Spa T05040109 04/24/06 2,984 Ordinary Business 1 Accept Financial Statements and Statutory For Mgmt Reports at Dec. 31, 2005 2 Elect One Director For Mgmt 3 Elect 'Consiglio Generale' (Advisory Body) For Mgmt 4 Elect External Auditors for the Six-Year For Mgmt Term 2006-2011 5 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares Special Business 6 Approve Stock Option Plan for Directors For Mgmt 7 Stock Option Grant; Authorize Board of For Mgmt Directors to Increase Capital in Order to Implement the Stock Option Grant for Employees of Assicurazioni Generali SpA and its Subsidiaries; Amend Art. 8 of Company's Bylaws Accordingly Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/27/06 - AAstrazeneca Plc (Formerly Zeneca Plc) G0593M107 None 1,214 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve First Interim Dividend of USD 0.38 For For Mgmt (21.9 pence, SEK2.99)Per Ordinary Share and to Confirm a Final Dividend of USD 0.92 (51.8 Pence, SEK7.02) Per Ordinary Share 3 Reappoint KPMG Audit Plc as Auditors of For For Mgmt the Company 4 Authorise Board to Fix Remuneration of For For Mgmt Auditors 5a Re-elect Louis Schweitzer as Director For For Mgmt 5b Re-elect Hakan Mogren as Director For For Mgmt 5c Elect David Brennan as Director For For Mgmt 5d Re-elect Jonathan Symonds as Director For For Mgmt 5e Elect John Patterson as Director For For Mgmt 5f Re-elect Sir Peter Bonfield as Director For For Mgmt 5g Re-elect John Buchanan as Director For For Mgmt 5h Re-elect Jane Henney as Director For For Mgmt 5i Re-elect Michele Hooper as Director For For Mgmt 5j Re-elect Joe Jimenez as Director For For Mgmt 5k Re-elect Erna Moller as Director For For Mgmt 5l Re-elect Marcus Wallenberg as Director For For Mgmt 5m Elect Darne Rothwell as Director For For Mgmt 6 Approve Remuneration Report For For Mgmt 7 Approve EU Political Donations and Incur For For Mgmt EU Political Expenditure up to USD 150,000 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 131,364,668 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 19,704,700 10 Authorise Ten Percent of the Company's For For Mgmt Issued Share Capital for Market Purchase 04/28/06 - AAT&T Inc *T* 00206R102 03/01/06 73,106 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 2.84 percent is within the allowable cap for this company of 5.00 percent. 4 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt ISS supports any reduction of a company's voting requirements. We believe that the proposed amendment is in shareholders' best interest as it represents an improvement in the company's corporate governance structure. 5 Report on Political Contributions Against Against ShrHoldr In the case of AT&T, ISS notes that the company does not appear to publish a policy on political contributions that clearly defines business objectives for its contributions, the process for evaluating and overseeing such contributions, or the management of AT&T's political action committees. ISS believes that some aspects of this resolution may be overly restrictive or burdensome; however, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote FOR this resolution. 6 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 7 Report on Pay Disparity Against Against ShrHoldr Therefore, based on our concerns regarding the utility of the proposed report and the changes made to company's compensation, we do not believe that preparation of the requested report would yield meaningful information to shareholders regarding the efficacy of the company's executive compensation policies and practices 8 Non-Employee Director Compensation Against Against ShrHoldr The proponent's concern on excessive CEO compensation is valid in the current environment. Executive compensation is a major concern among shareholders. Lucrative CEO compensation packages, stealth compensation in the form of deferred compensation and supplemental executive retirement plans, poor alignment of pay and performance have led to shareholders' dissatisfaction. The mounting concern is evidenced by the growing number of pay related shareholder proposals and the litigation on executive pay practices. However, the proponent has targeted director's compensation and not CEO's compensation. Unlike CEO's pay, director compensation is generally not pay for performance. Instead, directors receive annual retainer fee, plus additional fees for serving on committees and attending board and committee meetings. To align the interests of directors with shareholders, directors also receive automatic grants of stock options and/or stock awards. Abuse in the area of director compensation appears in isolated cases. Retirement packages, such as pension programs for directors are no longer common among companies. ISS believes the proponent's request to annually seek shareholder approval for every future director compensation package is burdensome and offers little value to shareholders. Furthermore, the proposal does not seek to address the real issue - runaway CEO compensation. 9 Submit Severance Agreement (Change in Against For ShrHoldr Control) to shareholder Vote Top executives of AT&T received approximately $31 million in severance pay when SBC acquired the company. Millions of dollars worth of stock options, restricted shares and performance-based shares also vested earlier than originally intended as a result of the trigger on change in control. ISS notes that the company has recently implemented good executive pay practices by limiting severance payments to no more than 2.99 times base salary and target bonus and eliminating tax gross-ups on severance payments. Furthermore, vesting of equity awards would no longer be accelerated under single trigger (i.e., significant change in company ownership structure) but would only occur under double trigger (i.e., significant change in company ownership structure coupled with loss in employment). However, ISS notes that the company does not have a severance policy in place whereby any amounts exceeding the threshold would require shareholder approval. In light of the previous large severance payments given to AT&T executives, ISS believes this binding shareholder proposal warrants support. Furthermore, the proposal provides some flexibility for the company, whereby the board may seek approval of the shareholder approval after the material terms of the severance agreement have been agreed upon. 10 Adopt Simple Majority Vote Requirement Against Against ShrHoldr ISS supports, where permitted under state law, the application of a simple majority voting requirement for most corporate actions. ISS maintains that a simple majority of voting shares should be sufficient to effect major transactions and changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking initiatives that are in shareholders' best interests. Therefore, we support the general idea of the shareholder proposal. However, management has submitted a proposal to reduce the vote requirement for any issues that can be subject to shareholder vote in the future (see item 4 above). As such, we feel that this proposal is unnecessary in light of the fact that the board has substantially addressed the concerns brought forth in the shareholder proposal. 12/16/05 - AAustralia and New Zealand Banking Q09504137 12/14/05 8,770 Group Ltd. (formerly Austr *ANZ* 1 Receive Financial Statements and Statutory None None Mgmt Reports 2 Adopt Remuneration Report For For Mgmt 3a Elect R Deane as Director For For Mgmt 3b Elect D Gonski as Director For For Mgmt 3c Elect C Goode as Director For For Mgmt 4 Amend Constitution For For Mgmt 5 Amend the Director's Access, Insurance and For For Mgmt Indemnity Deed 6 Amend the Non-executive Directors' For For Mgmt Retirement Scheme 7 Approve Remuneration of Directors in the For For Mgmt Amount of AUD 3,000,000 05/17/06 - AAvalonBay Communities, Inc. *AVB* 053484101 03/08/06 7,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/10/06 - AAviva Plc (formerly CGNU Plc) G0683Q109 None 13,749 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of 17.44 Pence Per For For Mgmt Ordinary Share 3 Elect Mary Francis as Director For For Mgmt 4 Re-elect Richard Harvey as Director For For Mgmt 5 Re-elect Carole Piwnica as Director For For Mgmt 6 Re-elect Philip Scott as Director For For Mgmt 7 Re-elect Patrick Snowball as Director For For Mgmt 8 Re-elect Derek Stevens as Director For For Mgmt 9 Re-elect Andre Villeneuve as Director For For Mgmt 10 Reappoint Ernst & Young LLP as Auditors of For For Mgmt the Company 11 Authorise Board to Fix Remuneration of For For Mgmt Auditors 12 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 150,000,000 13 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 29,000,000 14 Approve Remuneration Report For For Mgmt The Remuneration report is clearly set out and we are not raising any concerns. 15 Approve Inc. in Auth. Cap. from GBP For For Mgmt 1,450,000,000 to GBP 1,950,000,000 and EUR 700,000,000; Auth. Issue of Equity without Pre-emptive Rights up to the New Pref. Shares; and Amend Articles of Association 16 Authorise 239,000,000 Ordinary Shares for For For Mgmt Market Purchase 17 Authorise 100,000,000 8 3/4 Percent For For Mgmt Preference Shares for Market Purchase 18 Authorise 100,000,000 8 3/8 Percent For For Mgmt Preference Shares for Market Purchase 07/28/05 - AAWG Plc ( Formerly Anglian Water Plc) G0688X190 None 5,100 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of 34.3 Pence Per For For Mgmt Ordinary Share 3 Approve Remuneration Report For For Mgmt 4 Elect Scott Longhurst as Director For For Mgmt 5 Reappoint PricewaterhouseCoopers LLP as For For Mgmt Auditors and Authorise the Board to Determine Their Remuneration 6 Approve EU Political Organisation For For Mgmt Donations and to Incur EU Political Expenditure up to GBP 150,000 7 Approve Increase in Authorised Capital For For Mgmt from GBP 1,039,886,230.85 to GBP 1,549,999,999.80 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 9,532,161 9 Authorise 14,369,733 Ordinary Shares for For For Mgmt Market Purchase 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 1,434,550 11 Amend Memorandum of Association Re: For For Mgmt Indemnification of Directors 12 Amend Articles of Association Re: For For Mgmt Indemnification of Directors 13 Amend Articles of Association Re: For For Mgmt Borrowing Powers 14 Amend Articles of Association Re: For For Mgmt Unclaimed Dividends 05/04/06 - AAxa (Formerly Axa-Uap) F06106102 None 6,014 Ordinary Business 1 Approve Financial Statements and Statutory For Mgmt Reports 2 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 3 Approve Allocation of Income and Dividends For Mgmt of EUR 0.88 per Share 4 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 5 Election of Norbert Dentressangle as For Mgmt Supervisory Board Member 6 Ratify PricewaterhouseCoopers Audit as For Mgmt Auditor 7 Ratify Patrick Frotiee as Alternate Auditor For Mgmt 8 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital Special Business 9 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares 10 Authorize Filling of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/16/06 - ABanco Santander Central Hispano (frmly E19790109 None 24,102 banco Santander) 1 Approve Individual and Consolidated For For Mgmt Financial Statements for Fiscal Year Ended 12-31-05, and Discharge Directors 2 Approve Allocation of Income For For Mgmt 3 Elect Directors For Against Mgmt 3.1 Elect Jay S. Sidhu as Director --- Against Because the proposals in these items and Item 6.3 would increase board terms to five years and officially establish a classified board, and because the net effect would be to reduce board accountability, a vote against these items is recommended. 3.2 Reelect Fernando de Asua Alvarez as Director --- Against See Item 3.1. 3.3 Reelect Alfredo Saenz Abad as Director --- Against See Item 3.1. 3.4 Reelect Ana Patricia Botin-Sanz de Sautoula y O'Shea as Director --- Against See Item 3.1. 3.5 Reelect Rodrigo Echenique Gordillo as Director --- Against See Item 3.1. 3.6 Reelect Lord Burns as Director --- Against See Item 3.1. 4 Reelect Auditors For For Mgmt 5 Authorize Repurchase of Shares by Company For For Mgmt and/or Subsidiaries; Void Authorization Granted at 2005 AGM 6.1 Amend Article 16 of Bylaws Re: Delegation For For Mgmt of Powers 6.2 Amend Article 20 of Bylaws Re: Notice of For For Mgmt General Meetings 6.3 Amend Article 30 of Bylaws Re: Maximun For Against Mgmt Number of Board Members, Board Term, and Annual Renewal We believe that the ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. Annually elected boards provide the best governance system for accountability to shareholders. Banco Santander currently has director terms that greatly exceed what we consider to be optimal, and this amendment would further aggravate this condition. Therefore, we believe supporting these amendments is not in shareholders' interests. 6.4 Amend Article 38 of Bylaws Re: Share For For Mgmt Profits due to Board Members 7.1 Amend Article 5 of General Meeting For For Mgmt Guidelines Re: Notice of Meeting 7.2 Amend Article 6 of General Meeting For For Mgmt Guidelines Re: Disclosure of Meeting Materials 7.3 Amend Article 8 of General Meeting For For Mgmt Guidelines Re: Proxies 8 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities with Preemptive Rights; Void Authorization Granted at the 2005 AGM 9 Authorize Issuance of Non-Convertible For For Mgmt Fixed Rate Securities 10 Approve Incentive Plan for Managers of For For Mgmt Abbey National Bank by Delivering Santander Shares 11 Authorize Board to Ratify and Execute For For Mgmt Approved Resolutions 04/26/06 - ABank of America Corp. *BAC* 060505104 03/03/06 41,360 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 4.94 percent is within the allowable cap for this company of 5.79 percent. Additionally, this plan expressly forbids repricing. Although its three-year average burn rate of 2.87 percent is higher than its four-digit GICS peer group of 2.46 percent, the company maintains a three-year burn rate commitment equal to its GICS peer group of 2.46 percent as detailed above. Therefore, ISS will continue to monitor the awards granted to its participants pursuant to this public commitment. 4 Publish Political Contributions Against Against ShrHoldr When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In this case, the company notes that its contributions to political entities and the related disclosure comply with all applicable laws on this topic. The proposal asks that this report should be published within five business days of the annual meeting, and that reports disclosing the recipient and amount of each political contribution be made in a series of local and national newspapers. While ISS believes that increased disclosure is generally beneficial, it does not appear that the cost of preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of shareholder funds. In light of the potential costs associated with the requested report, we recommend that shareholders oppose this request. 5 Require a Majority Vote for the Election Against For ShrHoldr of Directors ISS advocates that the director election system give full effect to the shareholder franchise. Further, with regard to management's concern that the proposal does not consider potential board vacancies, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 6 Provide for an Independent Chairman Against For ShrHoldr Conclusion In this case, Bank of America has more than 2/3 independent outsiders on its board, all-independent key committees, and established governance guidelines. We note that the chairs of the Audit, Compensation, Corporate Governance, and Executive committees, on a rotating basis, preside as the lead director at the executive sessions of the board. However, as presiding/lead directors, they do not perform all the duties listed above. Further, the company delivered lower one-year total returns of 2.46 percent as compared with 4.91 percent for the S&P 500 Index and 6.83 percent for its GICS peer group. The company delivered three-year total returns of 14.33 percent, which was slightly lower than that of the S&P 500 Index (14.39%) and lower than its GICS peers (20.80%) (Compustat: See Shareholder Returns section above). ISS uses the entire GICS grouping of companies for total shareholder returns to measure company performance. We note that the one-year and three-year return comparison described under the Executive Compensation section includes only a peer group of 12 companies closest to Bank of America in revenue at fiscal year end within the same 6-digit GICS category. Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 7 Exclude Reference to Sexual Orientation Against Against ShrHoldr from the Company's EEO Statement Conclusion Therefore, considering potential benefits that may be associated with Bank of America's existing policy, and the absence of information suggesting that there are significant costs or negative impacts associated with including reference to sexual orientation in the EEO statement, we do not believe shareholder support for this resolution is warranted. 04/28/06 - ABank of Hawaii Corp. *BOH* 062540109 02/28/06 5,200 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.48 percent is within the allowable cap for this company of 8.29 percent. Additionally, this plan expressly forbids repricing. However, the company's three year-average burn rate of 3.30 percent is higher than its four-digit GICS industry burn rate cap of 2.46 percent. Therefore, the company has failed ISS' three-year average burn rate policy. 3 Ratify Auditors For For Mgmt 04/27/06 - ABarclays Plc G08036124 None 31,009 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Elect Fulvio Conti as Director For For Mgmt 4 Elect Danie Cronje as Director For For Mgmt 5 Elect Robert Diamond Jr. as Director For For Mgmt 6 Elect Robert Steel as Director For For Mgmt 7 Elect John Sunderland as Director For For Mgmt 8 Re-elect Dame Dawson as Director For For Mgmt 9 Re-elect Sir Richard Broadbent as Director For For Mgmt 10 Re-elect Gary Hoffman as Director For For Mgmt 11 Re-elect Naguib Kheraj as Director For For Mgmt 12 Re-elect Sir Nigel Rudd as Director Nigel For For Mgmt Rudd as Director 13 Reappoint PricewaterhouseCoopers LLP as For For Mgmt Auditors of the Company 14 Authorize Board to Fix Remuneration of For For Mgmt Auditors 15 Authorise the Company to make EU Political For For Mgmt Organisation Donations up to GBP 25,000 and Incur EU Political Expenditure up to GBP 25,000 16 Authorise Barclays Bank plc to make EU For For Mgmt Political Organisation Donations up to GBP 100,000 and Incur EU Political Expenditure up to GBP 100,000 17 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 541,215,604 18 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 81,182,340 19 Authorise 968,600,000 Ordinary Shares for For For Mgmt Market Purchase 04/24/06 - ABellSouth Corp. *BLS* 079860102 03/06/06 24,700 1 Elect Directors For Split Mgmt 1.1 Elect Director F. D. Ackerman --- For We recommend a vote FOR the directors with the exception of J. Hyatt Brown, from whom we recommend shareholders WITHHOLD votes for sitting on more than three public boards while serving as a CEO. 1.2 Elect Director R. V. Anderson --- For 1.3 Elect Director J. H. Blanchard --- For 1.4 Elect Director J. H. Brown --- Withhold 1.5 Elect Director A. M. Codina --- For 1.6 Elect Director M. L. Feidler --- For 1.7 Elect Director K. F. Feldstein --- For 1.8 Elect Director J. P. Kelly --- For 1.9 Elect Director L. F. Mullin --- For 1.10 Elect Director R. B. Smith --- For 1.11 Elect Director W. S. Stavropoulos --- For 2 Ratify Auditors For For Mgmt 3 Political Contributions/Activities Against Against ShrHoldr In the case of BellSouth, ISS notes that the company discusses its policies on political contributions on the company website, and these policies do not appear inconsistent with industry standards or existing regulations on this issue. Specifically, BellSouth's discussion of political contributions details of the approval and oversight process for such disbursements, the company's strategic approach to protecting its position through involvement in the political process, and the specific organization that is accountable for political contributions within the company. Furthermore, the company does provide links to external websites that report information on BellSouth's contributions. ISS agrees with the proponents that data on every type of political contribution may not be easily accessed, and that the company should be mindful of the end use of its contributions to ensure that they do not fund organizations which may support agenda's contrary to BellSouth's interests. However, the information provided by BellSouth's disclosure, including links to external websites that provide more detailed disclosure of specific types of contributions, does provide shareholders with some insight into the company's policies and controls. Therefore, ISS does not believe that additional reporting on this matter is warranted at this time. 05/19/06 - ABIOMED REALTY TRUST INC *BMR* 09063H107 03/31/06 22,956 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/23/06 - ABNP Paribas SA (Fm. Banque Nationale F1058Q238 None 3,712 De Paris) Ordinary Business 1 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 2 Approve Financial Statements and Statutory For Mgmt Reports 3 Approve Allocation of Income and Dividends For Mgmt of EUR 2.60 per Share 4 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 5 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 6 Elect Laurence Parisot as Director For Mgmt 7 Reelect Claude Bebear as Director For Mgmt 8 Reelect Jean-Louis Beffa as Director For Mgmt 9 Reelect Alain Joly as Director For Mgmt 10 Reelect Denis Kessler as Director For Mgmt 11 Reelect Michel Pebereau as Director For Mgmt 12 Ratify Deloitte & Associes as Auditor and For Mgmt BEAS as Alternate Auditor 13 Ratify Mazars & Guerard as Auditor and For Mgmt Michel Barbet-Massin as Alternate Auditor 14 Ratify PricewaterhouseCoopers Audit as For Mgmt Auditor and Pierre Coll as Alternate Auditor 15 Authorize Filling of Required For Mgmt Documents/Other Formalities Special Business 16 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 1 Billion 17 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 320 Million 18 Authorize Capital Increase of up to 10 For Mgmt Percent of Issued Capital for Future Acquisitions 19 Authorize Capitalization of Reserves of Up For Mgmt to EUR 1 Billion for Bonus Issue or Increase in Par Value 20 Set Global Limit for Capital Increase to For Mgmt Result from All Issuance Requests at EUR 1 Billion 21 Amend Resolution 14 Adopted by General For Mgmt Meeting on May 18, 2005: Set Global Limit for Capital Increase Resulting from Granting of Options and Free Shares 22 Approve Employee Savings-Related Share For Mgmt Purchase Plan 23 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares 24 Approve Merger by Absorption of Societe For Mgmt Centrale d'Investissements by BNP Paribas 25 Amend Articles Board Related Re: Elections For Mgmt of Employee Representative 26 Authorize Filling of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/16/06 - ABoehler-Uddeholm Ag A1071G105 None 416 1 Receive Financial Statements and Statutory None Mgmt Reports 2 Approve Allocation of Income For Mgmt 3 Approve Discharge of Management and For Mgmt Supervisory Board 4 Approve Remuneration of Supervisory Board For Mgmt Members 5 Ratify Auditors For Mgmt 6 Approve EUR 9.3 Million Capitalization of For Mgmt Reserves for Increase in Par Value 7 Approve 4:1 Stock Split For Mgmt 8 Amend Articles to Reflect Changes in For Mgmt Capital and Stock Split 9 Elect Supervisory Board Members For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/04/06 - ABOLIDEN AB W17218103 04/27/06 2,234 1 Open Meeting None None Mgmt 2 Elect Chairman of Meeting For For Mgmt 3 Prepare and Approve List of Shareholders For For Mgmt 4 Approve Agenda of Meeting For For Mgmt 5 Acknowledge Proper Convening of Meeting For For Mgmt 6 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 7 Receive Financial Statements and Statutory None None Mgmt Reports 8 Receive Board and Committee Reports None None Mgmt 9 Receive President's Report None None Mgmt 10 Receive Auditor's Report None None Mgmt 11a Approve Financial Statements and Statutory For For Mgmt Reports 11b Approve Allocation of Income and Dividends For For Mgmt of SEK 2 per Share 11c Approve Discharge of Board and President For For Mgmt 12 Receive Nominating Committee's Report None None Mgmt 13 Determine Number of Members (8) and Deputy For For Mgmt Members (0) of Board 14 Approve Remuneration of Directors in the For For Mgmt Aggregate Amount of SEK 2.6 Million 15 Reelect Carl Bennet, Marie Berglund, Jan For For Mgmt Johansson, Ulla Litzen, Leif Roennbaeck, Matti Sundberg, Anders Sundstroem, and Anders Ullberg as Directors 16 Approve Remuneration of Auditors For For Mgmt 17 Authorize Chairman of Board, Five For For Mgmt Representatives of Company's Largest Shareholders, and One Person Representing Minority Shareholders to Serve on Nominating Committee 18 Approve Remuneration Policy And Other For For Mgmt Terms of Employment For Executive Management The disclosure pertaining to the performance objectives for the bonus arrangement--although not complete--is at par with market standards in Sweden. Nevertheless, we would prefer to see further details about the criteria used to measure company results and the levels of these criteria. We consider, however, the overall remuneration policy to be satisfactory despite these shortcomings. The company has reasonable overall levels of remuneration, and it has imposed reasonable caps on the short-term bonus payments As ISS considers the overall structure of the proposed remuneration policy to be shareholder friendly, we recommend a vote in favor of the proposal. 19 Amend Articles Re: Various Changes to For For Mgmt Comply with New Swedish Companies Act; Remove Possibility to Appoint Deputy Directors; Authorize General Meeting to Elect Chairman of Board 20 Authorization to Raise Customary Credit For Against Mgmt Facilities Where Payable Interest or the Amounts with Which the Loan Shall be Repaid Are Conditional Upon the Company's Results or Financial Position We strongly believe that publicly listed companies should disclose financial information as well as details on proposals well in advance of the meeting. Without such disclosure, shareholders cannot make informed decisions on whether agenda items are routine or non-routine and therefore whether they should incur expenses in order to attend the meeting or arrange to be represented at the meeting. We recommend that shareholders contact the company's investor relations department directly and express their desire to receive details of proposals well in advance of the meeting. Because of a lack of information, shareholders are advised to vote against this item. 21 Close Meeting None None Mgmt 05/03/06 - ABoston Properties Inc. *BXP* 101121101 03/15/06 10,200 1 Elect Directors For Withhold Mgmt 1.1 Elect Director William M. Daley --- Withhold We recommend withholding votes from all nominees. We recommend shareholders WITHHOLD votes from Edward H. Linde, David A. Twardock, and William M. Daley for failure to implement the shareholder proposal to declassify the board of directors. 1.2 Elect Director Edward H. Linde --- Withhold 1.3 Elect Director David A. Twardock --- Withhold 2 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 3 Performance-Based Against For ShrHoldr While ISS considers the company's short-term incentive compensation to be performance-based and includes most of the positive features that we look for, we do not feel that the company's long-term compensation program goes far enough to substantially tie pay to future performance for senior executives at the company. The company has a practice of granting restricted shares/LTIP units as a reward for past performance, as opposed to granting performance-based equity awards that are contingent upon future performance, preferably with clearly disclosed performance criteria, hurdle rates for those criteria, and measured against a peer group. As such, ISS supports this shareholder proposal. 04/20/06 - ABP PLC (Form. Bp Amoco Plc ) G12793181 None 6,665 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt The Company has provided an exemplary remuneration report, which contains detailed and transparent disclosure. The Company has provided shareholders with information on all aspects of remuneration including (1) retrospective performance that determined bonus awards paid during the year and (2) the performance targets achieved over the past few years under the share element of the EDIP. At the 2005 AGM, the Company sought shareholder approval for the renewal of the EDIP. At the time, RREV generally viewed the new arrangements as an improvement to the former plan structure. The new plan implements a move away from options and towards performance shares, whilst the majority of the value previously attributed to share options has been redistributed to the share element, with the remainder going to the annual bonus. The EDIP has a few features that normally are not considered to be strictly in line with best practice, however in BP's case, the Company proves justification for adopting such arrangements which RREV accepts to be appropriate considering BP's business. -The Company has selected a comparator group comprising the four other oil majors. Generally, a comparator group that is composed of less than 10 companies is unlikely to be satisfactory in the long-term. The Committee discloses that it has carefully considered the appropriate comparator group and looked at a wide range of alternatives. Relative performance of the appropriate peer group is seen to be particularly important in order to minimise the influence of sector-specific effects, including oil price. The Committee is convinced that the chosen comparator group, while small, has the distinct advantage of being very clearly comprised of BP's global competitors. We take the view that although, in general, we prefer larger comparator groups, the use of such a small group is justified in BP's case. Investors will typically measure BP's performance against that of the other oil majors and it is appropriate that EDs are rewarded for the Company's performance against this group. The revised plan makes awards solely on the basis of TSR performance. We note that the Company has provided a general (pre-defined) underpin which requires a sustained improvement in the Company's performance, normally relative to its peer group, over a period of not less than three years from grant, and the Committee will have the ability to exercise discretion in a reasonable and informed manner to adjust (upwards or downwards) the vesting level derived from the ranking if it considers that the ranking does not fairly reflect BP's underlying business performance relative to the comparator group. -The plan provides the Committee with considerable discretion when operating certain elements, for example in relation to varying TSR awards to take into account minor differences in performance between the oil majors. The Company discloses that the exercise of this discretion would be made after a broad analysis of the underlying health of BP's business relative to competitors, as shown by a range of other measures including, but not limited to, ROACE, EPS growth, reserves replacement and cash flow. The Company has committed in the annual report to explain, in line with its policy on transparency, any adjustment to the relative TSR ranking in the next directors' remuneration report following the vesting. Given our general satisfaction with remuneration at BP and the stated intentions of the Committee in relation to how such discretion will be wielded and disclosed, RREV does not have any concerns at this stage. The Committee recognises that it will be accountable to shareholders to use its discretion in the best interests of the Company. -The additional performance share award for Lord Browne does not include clearly defined, fully disclosed performance conditions. Although we have some concern in general with such lack of transparency, we do not consider this a contentious issue in light of our faith in its ability to set appropriate performance conditions and taking into account Lord Browne's successful stewardship of the Company in recent years. We do, however, expect sufficient disclosure of the performance conditions when awards vest. Overall, RREV is of the opinion that the plan is sufficiently in line with best practice given the nature of the Company's business. Taxation of UK Pensions Following the changes by the UK government to the operation and taxation of UK pensions, which come into effect from 6 April 2006, the Remuneration Committee has reviewed and approved proposals by the Company that maintain the pension promise for all UK employees but that deliver pension benefits in excess of the new lifetime allowance of GBP 1.5 million (USD 2.63 million) (or personal lifetime allowance as at 6 April 2006 under statute if higher) via an unapproved, unfunded pension arrangement paid by the Company direct. At present, a number of companies grant additional defined contribution payments specifically to compensate the individual in question for the effects of the limit, while others do not. Approaches to the lifetime limit may well be similarly varied. One question that companies should consider in making this decision is whether they would compensate employees for a change in tax status if this was an additional cost to the Company. Following extensive engagement, the Company believes that the honouring of the pension promise to its UK employees and directors by means of the unfunded pension arrangement paid by the Company direct is at worst cash neutral, but in practice will probably be beneficial to the Company. Professional advice was taken by the Company on the establishment of this arrangement and appropriate assurance was accordingly provided to the Remuneration Committee on this issue. RREV accepts this written assurance from the Company and in line with our policy we would expect such arrangements to be at the very worst cost-neutral to shareholders. As a general principle, we do not approve of companies bearing the cost due to legislative changes in the tax status of pensions. 3 Re-elect David Allen as Director For For Mgmt 4 Re-elect Lord Browne of Madingley as For For Mgmt Director 5 Re-elect John Bryan as Director For For Mgmt 6 Re-elect Antony Burgmans as Director For For Mgmt 7 Re-elect Iain Conn as Director For For Mgmt 8 Re-elect Errol Davis Jr. as Director For For Mgmt 9 Re-elect Douglas Flint as Director For For Mgmt 10 Re-elect Byron Grote as Director For For Mgmt 11 Re-elect Anthony Hayward as Director For For Mgmt 12 Re-elect DeAnne Julius as Director For For Mgmt 13 Re-elect Sir Tom McKillop as Director For For Mgmt 14 Re-elect John Manzoni as Director For For Mgmt 15 Re-elect Walter Massey as Director For For Mgmt 16 Re-elect Sir Ian Prosser as Director For For Mgmt 17 Re-elect Michael Wilson as Director For For Mgmt On 28 February 2006, the Company announced that Michael Wilson, an independent NED, resigned from the Board with immediate effect. The Company has informed RREV that this resolution will not be put to shareholders at the upcoming AGM and any votes received will not be counted. However, since RREV is required to provide a recommendation for the re-election Michael Wilson, which was proposed prior to his resignation, we are recommending approval of this resolution since we would have classified this directors as independent. 18 Re-elect Peter Sutherland as Director For For Mgmt 19 Reappoint Ernst & Young LLP as Auditors For For Mgmt and Authorise the Board to Determine Their Remuneration 20 Authorise 2,000,000,000 Ordinary Shares For For Mgmt for Market Purchase 21 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 1,690,000,000 22 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 253,000,000 04/25/06 - ABradford & Bingley PLC. G1288A101 None 25,130 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 12.3 Pence Per For For Mgmt Ordinary Share 4 Re-elect Stephen Webster as Director For For Mgmt 5 Re-elect Robert Dickie as Director For For Mgmt 6 Elect Chris Gillespie as Director For For Mgmt 7 Elect Chris Willford as Director For For Mgmt 8 Reappoint KPMG Audit Plc as Auditors of For For Mgmt the Company 9 Authorise Board to Fix Remuneration of For For Mgmt Auditors 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 50,000,000 11 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 7,930,000 12 Authorise 63,400,000 Ordinary Shares for For For Mgmt Market Purchase 13 Amend Articles of Association Re: For For Mgmt Indemnification 04/25/06 - ABrit Insurance Holdings Plc G1511R103 None 60,437 (frm.Benfield & REA Investment T 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 3 Pence Per For For Mgmt Ordinary Share 4 Re-elect Dane Douetil as Director For For Mgmt 5 Elect Joe MacHale as Director For For Mgmt 6 Re-elect Don McCrickard as Director For For Mgmt 7 Re-elect Matthew Scales as Director For For Mgmt 8 Elect Cees Schrauwers as Director For For Mgmt 9 Reappoint Ernst & Young LLP as Auditors of For For Mgmt the Company 10 Authorize Board to Fix Remuneration of For For Mgmt Auditors 11 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 80,000,000 12 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 12,200,000 13 Authorise Ordinary Shares for Market For For Mgmt Purchase up to GBP 24,000,000 14 Amend Articles of Association Re: For For Mgmt Directors' Fees, Indemnification of Directors 15 Amend Articles of Association Re: For For Mgmt Borrowing Powers 16 Approve Consolidation for Every 3 Existing For For Mgmt Issued Ordinary Shares of 25p Each Into 1 Ordinary Share of 75p Each; Consolidation For Every 3 Auth. but Unisssued Existing Shares into 1 Consolidated Share 04/27/06 - ABritish American Tobacco Plc G1510J102 None 9,214 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 33.0 Pence Per For For Mgmt Ordinary Share 4 Reappoint PricewaterhouseCoopers LLP as For For Mgmt Auditors of the Company 5 Authorise Board to Fix Remuneration of For For Mgmt Auditors 6a Re-elect Ana Llopis as Director For For Mgmt 6b Re-elect Antonio Monteiro de Castro as For For Mgmt Director 6c Re-elect Rupert Pennant-Rea as Director For For Mgmt 6d Re-elect Jan du Plessis as Director For For Mgmt 7 Elect Anthony Ruys as Director For For Mgmt 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 174,737,186 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 26,210,577 10 Authorise 209,600,000 Ordinary Shares for For For Mgmt Market Purchase 05/11/06 - ABritish Polythene Industries PLC G1559X103 None 6,763 1 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 1,975,000 2 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 329,000 3 Authorise up to GBP 985,000 for Market For For Mgmt Purchase 4 Accept Financial Statements and Statutory For For Mgmt Reports 5 Approve Remuneration Report For For Mgmt 6 Approve Final Dividend of 15 Pence Per For For Mgmt Share 7 Re-elect Cameron McLatchie as Director For For Mgmt 8 Re-elect Anne Thorburn as Director For For Mgmt 9 Re-elect Eric Hagman as Director For For Mgmt 10 Elect Lord Lindsay as Director For For Mgmt 11 Reappoint KPMG Audit plc as Auditors and For For Mgmt Authorise the Board to Determine Their Remuneration 05/03/06 - ABrostroem AB W1811K107 04/26/06 1,500 1 Open Meeting None None Mgmt 2 Elect Chairman of Meeting For For Mgmt 3 Prepare and Approve List of Shareholders For For Mgmt 4 Approve Agenda of Meeting For For Mgmt 5 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 6 Acknowledge Proper Convening of Meeting For For Mgmt 7A Receive Financial Statements and Statutory None None Mgmt Reports 7B Receive President's Report None None Mgmt 7C Receive Board and Committee Reports None None Mgmt 8A Approve Financial Statements and Statutory For For Mgmt Reports 8B Approve Allocation of Income and Dividends For For Mgmt of SEK 8 per Share 8C Approve Discharge of Board and President For For Mgmt 9 Determine Number of Members (8) and Deputy For For Mgmt Members (0) of Board 10 Approve Remuneration of Directors in the For For Mgmt Aggregate Amount of SEK 2.4 Million; Approve Remuneration of Auditors 11 Reelect Stig-Arne Blom, Peter Cowling, For For Mgmt Carel van den Driest, Lars-Olof Gustavsson, Claes Lundblad, Leif Rogersson, Fredrik Svensson and Wilhelm Wilhelmsen as Directors 12 Authorize Repurchase of Up to Ten Percent For For Mgmt of Issued Share Capital and Reissuance of Repurchased Shares 13 Amend Articles Re: Various Changes to For For Mgmt Comply with New Swedish Companies Act 14 Approve Creation of SEK 6.5 Million Pool For For Mgmt of Capital without Preemptive Rights 15 Close Meeting None None Mgmt 04/19/06 - ABurlington Northern Santa Fe Corp. 12189T104 02/28/06 3,200 *BNI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.49 percent is within the allowable cap for this company of 6.63 percent. Additionally, this plan expressly forbids repricing. 4 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders (for compensation that is intended to be "performance-based") who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Require a Majority Vote for the Election Against For ShrHoldr of Directors 6 Separate Chairman and CEO Positions Against For ShrHoldr Absent a designated lead director who performs all of the duties listed above, ISS believes that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 05/08/06 - ACBL & Associates Properties, Inc. 124830100 03/13/06 19,500 *CBL* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 09/16/05 - ACENTRO PROPERTIES GROUP ( Formerly Q2226X103 09/14/05 16,110 Centro Properties Ltd.) *CNP* Ordinary Business 1 Accept Financial Statements and Statutory None None Mgmt Reports 2a Elect Brian Healey as Director For For Mgmt 2b Elect Peter Graham Goldie as Director For For Mgmt 2c Elect James William Hall as Director For For Mgmt Special Business 1 Approve Reverse Stock Split For For Mgmt 2 Amend Constitution For For Mgmt 3 Approve Up to One Million Stapled For For Mgmt Scurities Issued to Andrew Thomas Scott, CEO 4 Approve Remuneration Report For For Mgmt 11/30/05 - SCharterMac *CHC* 160908109 10/11/05 12,390 1 Amend Articles to Limit Ability to Incur For For Mgmt Debt in Excess of 50% Given the change in the nature and scope of the company's business, the board should have flexibility to change or set the leverage limitation which would allow the company to react quickly to market opportunities without the unnecessary expense of calling a shareholder meeting. Further, this flexibility would help the board implement new financing programs under consideration. As such, the benefits of this proposal outweigh the costs. 2 Adjourn Meeting For For Mgmt Given the narrow scope of this proposal, and our support for Item 1, we recommend that shareholders support this proposal. 06/13/06 - ACharterMac *CHC* 160908109 04/14/06 5,590 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt The requested increase of 60,000,000 shares is below the allowable threshold of 115,000,000 shares. 3 Adjourn Meeting For Against Mgmt Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 05/25/06 - AChaucer Holdings Plc G2071N102 None 142,265 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of 2.05 Pence Per For For Mgmt Ordinary Share 3 Approve Remuneration Report For For Mgmt 4 Re-elect Ewen Gilmour as Director For For Mgmt 5 Re-elect Richard Scholes as Director For For Mgmt 6 Re-elect Mark Graham as Director For For Mgmt 7 Reappoint Ernst & Young LLP as Auditors For For Mgmt and Authorise the Board to Determine Their Remuneration 8 Approve Chaucer Deferred Share Bonus Plan For For Mgmt 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 24,832,682 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 3,724,902.25 11 Authorise 29,799,218 Ordinary Shares for For For Mgmt Market Purchase 12 Adopt New Articles of Association For For Mgmt 13 Amend Articles of Association Re: For For Mgmt Indemnification 14 Approve Increase in Remuneration of For For Mgmt Non-Executive Directors to GBP 100,000 15 Amend Articles of Association Re: For For Mgmt Unclaimed Dividends and Untraced Shareholders 16 Amend Memorandum of Association For For Mgmt 04/26/06 - AChevron Corporation *CVX* 166764100 03/06/06 23,210 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Company-Specific-Reimbursement of Against For ShrHoldr Stockholder Proposal Because this binding proposal provides for reimbursement of expenses only in cases where a resolution is passed by shareholders and adopted for the benefit of the company, we recommend a vote FOR this item. 4 Report on Environmental Impact of Drilling Against Against ShrHoldr in Sensitive Areas Therefore, while we would encourage the company to continue to provide more transparency into the environmental impact of the company's operations we do not believe that shareholder support for this resolution is warranted. 5 Report on Political Contributions Against Against ShrHoldr In the case of Chevron, ISS notes that the company discusses its policies on political contributions on the company website and these policies do not appear inconsistent with industry standards or existing regulations on this issue. Specifically, Chevron's policy statement discloses guidelines for what type of organizations it will contribute to, the company's broad business strategy behind its political activity, and the total amounts contributed by the company and its PAC. Furthermore, the company does not appear to be the subject of any recent, significant controversy, fines, or litigation resulting from political action or contributions from it or its employee sponsored PACs. Therefore, while we agree with the proponents that data on every type of political contribution may not be easily accessed, it is our opinion that information provided by Chevron's disclosure gives shareholders sufficient insight into the company's policies and controls. Therefore, ISS does not believe that additional reporting on this matter is warranted at this time. 6 Adopt an Animal Welfare Policy Against Against ShrHoldr In this case, ISS notes that Chevron's involvement in animal testing is limited to outsourcing animal research that is required by law to external animal testing operations. Furthermore, the company has committed to retaining only those animal research laboratories that are accredited by AAALAC and discusses its general policies towards animal care and welfare in the management response to this resolution. ISS questions the value of this report to shareholders based on the limited involvement that the company has with animal testing. Establishing new policies on animal welfare, monitoring the compliance of external animal testing facilities, and reporting this information to shareholders may not provide enough meaningful information to shareholders to offset the cost and burden to the company of complying with this proposal. As such, we do not recommend shareholder support for the resolution. 7 Adopt a Human Rights Policy Against For ShrHoldr In this case, Chevron does have its Chevron Way statement and a code of business ethics available on the company website to convey its policies on human rights; however we do not believe that this information substantially addresses certain key issues related to workplace human rights. We also note that many multinational companies have established such codes or standards based on ILO guidelines or the UN Norms and posted them on their websites. ISS recognizes that the company has committed to developing a Human Rights Statement; however, there is no information currently available to judge the scope and inclusiveness of this forthcoming policy. Moreover, considering the industry and markets that the company operates in, as well as existing allegations or litigation related to human rights concerns at the company, we believe that it is important for the company to develop and disclose a human rights policy based on internationally accepted standards. As such, we recommend shareholder support for this resolution. 8 Report on Remediation Expenses in Ecuador Against Against ShrHoldr In this case, we note that the company has made significant efforts to provide interested parties with information on the situation in Ecuador. Moreover, since litigation on this matter is still pending, certain disclosure may not be appropriate. We further note that the company's involvement in Ecuador was through a subsidiary of Texaco (prior to the 2001 merger) operating as a minority partner in an oil consortium with the Ecuadorian government. Additionally, Chevron has no ownership interest in the current oil operations in this region, and the government of Ecuador has released the company from further obligation or liability on the issue. Finally, ISS believes that the information provided by Chevron on its website provides shareholders with adequate insight into the company's risk exposure, cost allocations, and policies related to the remediation of facilities in Ecuador. Considering these factors, ISS questions the utility of the additional information requested by this resolution for the company's shareholders. Therefore, we do not recommend shareholder support for the resolution at this time. 05/09/06 - ACIT Group Inc *CIT* 125581108 03/23/06 9,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 8.99 percent is within the allowable cap for this company of 11.44 percent. Additionally, this plan expressly forbids repricing. 4 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 04/18/06 - ACitigroup Inc. *C* 172967101 02/24/06 29,302 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Reduce Supermajority Vote Requirement For For Mgmt ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 4 Reduce Supermajority Vote Requirement For For Mgmt ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 5 Reduce Supermajority Vote Requirement For For Mgmt ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 6 End Issuance of Options and Prohibit Against Against ShrHoldr Repricing ISS believes that taking away the company's ability to grant stock options is an arbitrary and excessively restrictive proposal that could potentially prohibit the company from compensating employees based upon their individual and company-wide performance. Being unable to issue stock options could hinder the company's ability to attract and retain competent executive officers. As such, ISS does not believe that this item warrants shareholder approval. 7 Report on Political Contributions Against Against ShrHoldr In the case of Citigroup, ISS notes that the company discusses its policies on political contributions on the company website and these policies do not appear inconsistent with industry standards or existing regulations on this issue. Specifically, Citigroup's policy statement discloses guidelines for what type of organizations it will contribute to, the company's broad business strategy behind its political activity, and the specific internal organization that is accountable for public policy activities within the company. Furthermore, the company does not appear to be the subject of any recent, significant controversy, fines, or litigation resulting from political action or contributions from it or its employee sponsored PACs. Therefore, while we agree with the proponents that data on every type of political contribution may not be easily accessed, it is our opinion that information provided by Citigroup's Corporate Political Contributions Statement provides shareholders with sufficient insight into the company's policies and controls. Therefore, ISS does not believe that additional reporting on this matter is warranted at this time. 8 Report on Charitable Contributions Against Against ShrHoldr In this case, we note that Citigroup discloses a significant amount of the information requested by the proponent it its Corporate Responsibility Report and in the Citigroup Foundation's Annual Report. Moreover, some aspects of the resolution, including determining the estimated or actual benefits of each charitable contribution may be difficult to produce without significant speculation, and could place a significant burden on the company without providing commensurate value to shareholders. Therefore, ISS does not recommend shareholder support for the resolution at this time. 9 Performance-Based Equity Awards Against For ShrHoldr ISS supports the use of performance-based pay, particularly in cases where a company does not attach payment to specific pre-established performance targets. Also, because this proposal provides for a "significant portion" of long-term equity compensation to executives be performance-based, it is not overly restrictive and does not limit the board's ability to create a competitive compensation package for its senior executives. 10 Reimbursement of Expenses Incurred by Against Against ShrHoldr Shareholder(s) ISS believes that adoption of this binding proposal would pose several problems. The formula by which the company would provide reimbursement would require substantial payment even if a number of dissident nominees do not receive significant votes. Additionally, the proposal does not include an overall cap on expense reimbursement and could encourage frivolous spending by shareholder nominees. ISS would prefer that dissident nominees include a reimbursement proposal on their proxy cards to be voted. 11 Separate Chairman and CEO Positions Against Against ShrHoldr We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO position. 12 Clawback of Payments Under Restatement Against Against ShrHoldr Because the board has adopted a formal policy which clearly communicates its intent that, in the event of unacceptable reasons for restatements, it would seek to recoup the responsible executive's bonus, we feel the board has substantially addressed the proponents request. 05/25/06 - ACitizens Communications Co. *CZN* 17453B101 03/28/06 52,190 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director Omnibus For For Mgmt Stock Plan V. Vote Recommendation The total cost of the company's plans of 2.05 percent is within the allowable cap for this company of 6.87 percent. 3 Submit Severance Agreement (Change in Against For ShrHoldr Control) to shareholder Vote In this case, we believe that the cap suggested by the proponent of 2.99 times base salary and cash bonus is widely considered as the standard threshold level of severance payments for senior executives that should be subject to a shareholder vote. Additionally, since the proponent's proposal does not require that shareholder approval be obtained prior to the drafting of severance agreements, we do not believe that adoption of this proposal would unduly hinder the company's ability to negotiate such agreements with potential executives. ISS believes that shareholders should have a voice in lucrative severance payments and prevent the excessive "pay for failure" packages that have been witnessed at some companies. 4 Ratify Auditors For For Mgmt 05/16/06 - AComerica Inc. *CMA* 200340107 03/17/06 9,100 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.32 percent is within the allowable cap for this company of 6.64 percent. Additionally, this plan expressly forbids repricing. 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Ratify Auditors For For Mgmt 10/28/05 - ACommonwealth Bank Of Australia *CBA* Q26915100 10/26/05 9,420 1 Receive Financial Statements and Statutory None None Mgmt Reports 2a Elect John M. Schubert as Director For For Mgmt 2b Elect Frank J. Swan as Director For For Mgmt 2c Elect Colin R. Galbraith as Director For For Mgmt 3 Approve Remuneration Report For For Mgmt 4 Approve Grant of up to AUD 12 Million For For Mgmt Shares Under the Equity Reward Plan to R J. Norris, CEO 05/10/06 - AConocoPhillips *COP* 20825C104 03/10/06 14,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report Damage Resulting From Drilling Against For ShrHoldr Inside the National Petroleum Reserve In this case, we note that the resolution asks for disclosure on the impact of the company's operations in the NPR-A, including discussion on refraining from drilling in this region. ISS agrees with management that it may be inappropriate for the company to commit to refrain from operating in certain areas. Such actions could limit the company's ability to take advantage of opportunities that would benefit the company and its shareholders. That said, we believe that increased reporting on operations in sensitive or protected ecosystems is warranted, especially in circumstances where there has been some contention over the use of regions recently opened for oil and gas leases. As much of the information requested in these reports is already evaluated under the permitting process, consolidation of a report should not be overly burdensome or costly to the company. Conversely, such disclosure could be beneficial for the company by mitigating reputational risk, improving stakeholder relations, and communicating the company's proactive efforts to implement its policies to develop protected areas in a responsible manner. Therefore, based on the limited cost of providing the report and potential value that such disclosure could provide for shareholders, ISS recommends support for this resolution. 4 Require a Majority Vote for the Election Against For ShrHoldr of Directors ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. Further, with regard to management's concern that the shareholder proposal does not provide guidance with respect to director holdover situations, ISS notes that the precatory proposal allows the board the flexibility to determine whether the majority vote standard may not be appropriate in certain circumstances. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 5 Submit Supplemental Executive Retirement Against For ShrHoldr Plans to Shareholder vote In this case, the potential practice of crediting additional years of service not actually worked to executives will lead to substantially larger retirement payouts, at the expense of shareholders. As this practice clearly represents an "extraordinary retirement benefit," ISS believes that shareholder support of this proposal is warranted. 6 Report Accountability for Company's Against Against ShrHoldr Environmental Impacts due to Operation ISS notes that the company provides significant, detailed reporting on its social and environmental impact including emissions, spills, and policies on sustainable development. Moreover, the company is involved in certain stakeholder initiatives that seek to include external stakeholders in the company's evaluation of social and environmental impact. Finally, the company has committed to expand and develop its reporting and operations as it produces future sustainability reports. Considering the existing disclosure and initiatives at the company, ISS does not believe that the additional reporting requested by this proposal would provide significant value for shareholders. Therefore, based on current discussion related to social and environmental performance and initiatives the company has taken to involve external stakeholders in its evaluation processes, ISS does not believe that shareholder support for this resolution is warranted. 7 Non-Employee Director Compensation Against Against ShrHoldr Director compensation is generally not pay for performance. Instead, directors receive annual retainer fees, plus additional fees for serving on committees and attending board and committee meetings. Further, studies of the 100 largest U.S. based companies listed on the NASDAQ and NYSE have shown that, on average, compensation is higher for audit committee chairs than for other committee chairs. ISS believes that additional compensation to certain non-employee directors with increased responsibilities and liabilities is justified in light of recent corporate governance reforms. Therefore, ISS believes that support for this shareholder proposal is not warranted. 05/17/06 - ACREDIT AGRICOLE SA F22797108 None 3,119 Ordinary Business 1 Approve Financial Statements and Statutory For Mgmt Reports 2 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 3 Approve Allocation of Income and Dividends For Mgmt of EUR 0.94 per Share 4 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 5 Ratify Appointment of Jean-Roger Drouet as For Mgmt Director 6 Elect Bruno de Laage as Director For Mgmt 7 Reelect Noel Dupuy as Director For Mgmt 8 Reelect Carole Giraud as Director For Mgmt 9 Reelect Roger Gobin as Director For Mgmt 10 Reelect Bernard Mary as Director For Mgmt 11 Reelect Jean-Pierre Pargade as Director For Mgmt 12 Reelect SAS rue la Boetie as Director For Mgmt 13 Ratify Barbier, Frinault et Autres as For Mgmt Auditor 14 Ratify Pricewaterhousecoopers Audit as For Mgmt Auditor 15 Ratify Pierre Coll as Alternate Auditor For Mgmt 16 Ratify Picarle et Associes as Alternate For Mgmt Auditor 17 Approve Remuneration of Directors in the For Mgmt Aggregate Amount of EUR 850,000 18 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital Special Business 19 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 4 Billion 20 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 900 Million 21 Authorize Board to Increase Capital in the For Mgmt Event of Demand Exceeding Amounts Submitted to Shareholder Vote Above 22 Authorize Capital Increase of up to 10 For Mgmt Percent of Issued Capital for Future Acquisitions 23 Authorize Board to Set Issue Price for 5 For Mgmt Percent of Issued Capital Pursuant to Issue Authority without Preemptive Rights 24 Authorize Capitalization of Reserves of Up For Mgmt to EUR 3 Billion for Bonus Issue or Increase in Par Value 25 Approve Stock Option Plans Grants For Mgmt 26 Approve Employee Savings-Related Share For Mgmt Purchase Plan 27 Approve Issuance Up to EUR 40 Million to For Mgmt be Reserved for Credit Agricole International Employees 28 Approve Employee Stock Purchase Plan For Mgmt Reserved for Credit Agricole Employees Adherents to Savings-Related Share Purchase Plan in USA 29 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares 30 Amend Articles of Association in order to For Mgmt Reflect Legal Changes 31 Authorize Filling of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/28/06 - ACredit Suisse Group (Formerly Cs H3698D419 None 5,435 Holding) 1 Share Re-registration Consent For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/28/06 - ACredit Suisse Group (Formerly Cs H3698D419 None 5,435 Holding) 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Approve Discharge of Board and Senior For Mgmt Management 3 Approve CHF 17 Million Reduction in Share For Mgmt Capital via Cancellation of Repurchased Shares 4 Approve Allocation of Income and Dividends For Mgmt of CHF 2 per Share 5.1.a Reelect Walter Kielholz and Hans-Ulrich For Mgmt Doerig as Directors 5.1.b Elect Richard Thornburgh as Director For Mgmt 5.2 Ratify KPMG Klynveld Peat Marwick For Mgmt Goerdeler SA as Auditors 5.3 Ratify BDO Visura as Special Auditors For Mgmt 6 Approve CHF 3.4 Million Reduction in Pool For Mgmt of Capital Reserved for Donaldson Lufkin & Jenrette Employee Options Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 07/14/05 - ACsr Ltd. *CSR* Q30297115 07/12/05 42,300 1 Receive Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3a Elect Kathleen Conlon as Director For For Mgmt Despite these shortcomings, director elections are standard proposals at annual meetings and these concerns would not be enough to lead us to oppose these candidates at this time. 3b Elect Richard Lee as Director For For Mgmt 4 Approve Reduction in Stated Capital For For Mgmt 5 Approve Remuneration of Directors in the For For Mgmt Amount of A$1.15 Million 05/02/06 - ACSR PLC G1790J103 None 2,415 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Elect Anthony Carlisle as Director For For Mgmt 4 Re-elect John Whybrow as Director For For Mgmt 5 Re-elect David Tucker as Director For For Mgmt 6 Re-elect Paul Goodridge as Director For For Mgmt 7 Reappoint Deloitte & Touche LLP as For For Mgmt Auditors and Authorise the Board to Determine Their Remuneration 8 Authorise the Company and Cambridge For For Mgmt Silicon Radio Limited to Make EU Political Organisations Donations up to GBP 12,500 and Incur EU Political Expenditures up to GBP 12,500 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 42,821.41 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 6,423 11 Authorise 6,423,211 Ordinary Shares for For For Mgmt Market Purchase 04/27/06 - ACullen/Frost Bankers, Inc. *CFR* 229899109 03/10/06 8,500 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt This proposal seeks to increase authorized common stock by 120,000,000 shares, which is 10,500,000 shares below the allowable increase of 130,500,000 shares. 3 Ratify Auditors For For Mgmt 03/23/06 - AD. Carnegie & Co AB W20708116 03/17/06 3,200 1 Elect Chairman of Meeting For For Mgmt 2 Prepare and Approve List of Shareholders For For Mgmt 3 Approve Agenda of Meeting For For Mgmt 4 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 5 Acknowledge Proper Convening of Meeting For For Mgmt 6 Receive Financial Statements and Statutory None None Mgmt Reports; Receive Report from Auditors; Receive Managing Directors' Report; Receive Chairman's Report; Receive the Audit and the Remuneration Committee's Report 7A Accept Financial Statements and Statutory For For Mgmt Reports 7B Approve Allocation of Income and Dividends For For Mgmt of SEK 9.19 Per Share 7C Approve Discharge of Board and President For For Mgmt 8 Approve Remuneration of Directors in the For For Mgmt Aggregate Amount of SEK 3.75 Million 9 Reelect Christer Zetterberg, Anders For For Mgmt Ljungh, Karin Forseke, Fields Wicker-Miurin, Hugo Andersen, Dag Sehlin, and Niclas Gabran as Directors; Elect Kjartan Gunnarsson as New Director 10 Approve Remuneration Policy and Other For Against Mgmt Terms of Employment for Executive Management We would like to have seen further details disclosed about the remuneration policies applied. Such information should describe the components of the remuneration package (cash, long-term incentives, pension) and provide details of the key features of compensation schemes, such as shares reserved, performance criteria, exercise price, and vesting period. According to the company's year-end report for 2005, D. Carnegie has 3.8 million warrants (options) outstanding, representing potential dilution of 5.5 percent. For a mature company such as D. Carnegie, we believe that the potential dilution from stock-based compensation plans should be limited to 5 percent. It is unclear whether there are other equity-based compensation plans, as the 2005 annual report has not yet been disclosed. We recommend that shareholders contact the company's investor relations department directly to request better disclosure. Because of the lack of sufficient information regarding the details of the proposed remuneration policy, a vote against this item must be recommended. 11 Amend Articles Re: Various Changes to For For Mgmt Comply with New Swedish Companies Act All of the amendments are either neutral or positive in terms of their impact on shareholder value. Shareholders are advised to vote for the proposal. 12 Authorize Chairman of Board and For For Mgmt Representatives of Minimum Three and Maximum Five of Company's Largest Shareholders to Serve on Nominating Committee At this meeting, because of a lack of controversy regarding the Nominating Committee in the past, we recommend a vote in favor of this proposal. 13 Close Meeting None None Mgmt 04/12/06 - ADaimlerchrysler AG D1668R123 None 5,009 1 Receive Financial Statements and Statutory None Mgmt Reports 2 Approve Allocation of Income and Dividends For Mgmt of EUR 1.50 per Share 3 Approve Discharge of Management Board for For Mgmt Fiscal 2005 4 Approve Discharge of Supervisory Board for For Mgmt Fiscal 2005 5 Ratify KPMG Treuhand-Gesellschaft For Mgmt Aktiengesellschaft as Auditors for Fiscal 2006 6 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares 7 Elect Manfred Bischoff to the Supervisory For Mgmt Board 8 Amend Articles Re: Conducting of For Mgmt Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance) 9 Authorize Special Audit of Smart Brand Against ShrHoldr Business; Appoint Michael Wahlscheidt as Special Auditor 10 Authorize Special Audit of Maybach Brand Against ShrHoldr Business; Appoint Michael Wahlscheidt as Special Auditor Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 03/14/06 - ADanske Bank AS (Formerly Den Danske K22272114 02/15/06 12,550 Bank) 1 Approve Financial Statements; Approve For For Mgmt Discharge of Management and Board; Approve Allocation of Income and Dividends of DKK 10 Per Share 2 Amend Articles Re: Reduce Board Term of For For Mgmt Directors From Four to Two Years; Reduce Range of Shareholder-Elected Board Members (6-10); Removal of Article Concerning Director Election 3 Reelect Sten Scheibye, Birgit For For Mgmt Aagaard-Svendsen, Alf Duch-Pedersen, Henning Christophersen, and Claus Vastrup to the Supervisory Board 4 Reappoint Grant Thornton and KPMG C. For For Mgmt Jespersen as Auditors 5 Authorize Repurchase of Up to Ten Percent For For Mgmt of Issued Share Capital Some shareholders object to corporations repurchasing shares. They prefer to see extra cash invested in new businesses or paid out as dividends. We believe that when timed correctly, corporate stock repurchases are a legitimate use of corporate funds and can add to long-term shareholder returns. For this reason, we recommend a vote in favor of the board's proposal. 6 Amend Articles Re: Delete Secondary Name; For Against Mgmt Extend Authorisations to Increase Share Capital to March 1, 2011; Allow Electronic Publishing of Meeting Notice; Remove Clause Concerning Discharge of Directors While the two first amendments are non-contentious and would have no negative impact on shareholder value, we believe that removing one recourse that shareholders have to register their disapproval by voting against such a proposal is not in shareholders' best interest. Unfortunately, the adoption of the resolution does not allow piecemeal voting by shareholders, who are presented with an all-or-nothing choice. In this case, we believe that the negative provision under this item outweighs any positive ones. Shareholder Proposal 7 Shareholder Proposal Re: Danske Bank As None Against ShrHoldr Place of Depository We do not believe that it is shareholders' interest that Danske Bank deviate from the Danish deposit rules to accommodate individual wishes. It is therefore recommended that investors vote against this proposal. 06/01/06 - ADeutsche Bank AG D18190898 None 643 1 Receive Financial Statements and Statutory None Mgmt Reports for Fiscal 2005 2 Approve Allocation of Income and Dividends For Mgmt of EUR 2.50 per Share 3 Approve Discharge of Management Board for For Mgmt Fiscal 2005 4 Approve Discharge of Supervisory Board for For Mgmt Fiscal 2005 5 Ratify KPMG Deutsche Treuhand-Gesellschaft For Mgmt AG as Auditors for Fiscal 2006 6 Authorize Repurchase of Up to Five Percent For Mgmt of Issued Share Capital for Trading Purposes 7 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares 8 Elect Supervisory Board Member For Mgmt 9 Approve Creation of EUR 128 Million Pool For Mgmt of Capital without Preemptive Rights 10 Amend Articles Re: Calling of and For Mgmt Conducting of Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance) 11 Amend Articles Re: Editorial Changes to For Mgmt Registration of Shares; Supervisory Board Responsibilites and Structure; Conducting of Shareholder Meetings Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/09/06 - ADevelopers Diversified Realty Corp. 251591103 03/20/06 13,200 *DDR* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/23/06 - ADiamond Offshore Drilling, Inc. *DO* 25271C102 03/27/06 3,820 1 Elect Directors For Split Mgmt 1.1 Elect Director James S. Tisch --- Withhold We recommend a vote FOR the directors with the exception of insiders Arthur L. Rebell, Herbert C. Hofmann, Lawrence R. Dickerson, and James S. Tisch. We recommend that shareholders WITHHOLD votes from Arthur L. Rebell, Herbert C. Hofmann, Lawrence R. Dickerson and James S. Tisch for failure to establish an independent nominating committee and for failure to establish a majority independent board. 1.2 Elect Director Lawrence R. Dickerson --- Withhold 1.3 Elect Director Alan R. Batkin --- For 1.4 Elect Director Charles L. Fabrikant --- For 1.5 Elect Director Paul G. Gaffney, II --- For 1.6 Elect Director Herbert C. Hofmann --- Withhold 1.7 Elect Director Arthur L. Rebell --- Withhold 1.8 Elect Director Raymond S. Troubh --- For 2 Ratify Auditors For For Mgmt 04/25/06 - ADNB NOR ASA(frmly DNB Holding ASA R1812S105 None 13,900 (Formerly Den Norske Bank AS)) 1 Amend Articles Re: Specify that Control For For Mgmt Committee Chairman and Vice-Chairman are Elected by the General Meeting 2 Elect Wenche Agerup, Nils Bastiansen, Jan For For Mgmt Dyvi, Toril Eidesvik, Harbjoern Hansson, Eldbjoerg Loewer, Dag Opedal, Arthur Sletteberg, Tove Storroedvann, Hanne Wiig, and Tomas Leire as Members of Committee of Representatives; Elect Six Deputy Members 3 Reelect Trond Mohn, Per Moeller, and For For Mgmt Benedicte Schilbred as Members of Nominating Committee; Elect Eldbjoerg Loewer and Per Sanderud as New Members of Nominating Committee 4 Approve Financial Statements, Allocation For For Mgmt of Income and Dividends of NOK 3.50 per Share; Approve Group Contributions in the Amount of NOK 1,458 Million to Subsidiary Vital Forsakring ASA 5 Approve Remuneration of Auditors in the For For Mgmt Amount of NOK 450,000 for 2006 6 Approve Remuneration of Members of Control For For Mgmt Committee in the Amount of NOK 290,000 for Chairman, NOK 210,000 for Vice Chairman, and NOK 180,000 for Other Members 7 Authorize Repurchase of Up to Ten Percent For For Mgmt of Issued Share Capital 06/15/06 - ADongbu Insurance Co. Y2096K109 03/31/06 2,110 1 Approve Appropriation of Income and For For Mgmt Dividend of KRW 425 Per Share 2 Amend Articles of Incorporation to Expand For For Mgmt Business Objectives and to Exclude Directors from Stock Options Issued By Board 3 Elect Member of Audit Committee For For Mgmt 4 Approve Limit on Remuneration of Directors For For Mgmt 05/04/06 - AE.ON AG (formerly Veba Ag) D24909109 04/13/06 1,988 1 Receive Financial Statements and Statutory None Mgmt Reports 2 Approve Allocation of Income and an For Mgmt Ordinary Dividends of EUR 2.75 per Share and Bonus Dividend of EUR 4.25 per Share 3 Approve Discharge of Management Board for For Mgmt Fiscal 2005 4 Approve Discharge of Supervisory Board for For Mgmt Fiscal 2005 5 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares 6 Approve Affiliation Agreements with For Mgmt Subsidiary E.ON Zwoelfte Verwaltungs GmbH 7 Approve Affiliation Agreements with For Mgmt Subsidiary E.ON Dreizehnte Verwaltungs GmbH 8 Amend Articles Re: Conducting of For Mgmt Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance) 9 Ratify PricewaterhouseCoopers AG as For Mgmt Auditors for Fiscal 2006 Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/31/06 - AEastGroup Properties, Inc. *EGP* 277276101 04/13/06 8,300 1 Elect Directors For For Mgmt 04/26/06 - AEaton Corp. *ETN* 278058102 02/27/06 6,470 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/06 - AEdison International *EIX* 281020107 02/27/06 14,300 1 Elect Directors For For Mgmt 2 Amend Articles To Eliminate Fair Price For For Mgmt Provision We support the company's effort to remove the fair price provision from its articles of incorporation, which has an antitakeover effect. We believe that the proposed amendment is in shareholders' best interest as it represents an improvement in the company's corporate governance structure. 3 Adopt Simple Majority Vote Requirement Against Against ShrHoldr ISS maintains that a simple majority of voting shares should be sufficient to effect changes in a company's corporate governance. Therefore, we support the general idea of the shareholder proposal. However, management has submitted a proposal to amend the company's articles of association to eliminate "Fair Price Provision", which we support (see item 2 above). As such, we feel that this proposal is unnecessary in light of the fact that the board has addressed the concerns brought forth in the shareholder proposal. 02/24/06 - AENDESA S.A. E41222113 None 5,022 1 Approve Individual and Consolidated For For Mgmt Financial Statements for Fiscal Year Ended 12-31-05 and Discharge Directors 2 Approve Allocation of Income and Dividends For For Mgmt 3 Approve Auditors for Company and Its For For Mgmt Consolidated Group 4 Authorize Company and Its Subsidiaries to For For Mgmt Repurchase Shares in Accordance with Spanish Public Company Law 5 Authorize Board to Ratify and Execute For For Mgmt Approved Resolutions 05/25/06 - AEni Spa T3643A145 05/23/06 4,635 Annual Meeting Agenda 1 Accept Financial Statements, Consolidated For Mgmt Financial Statements, and Statutory Reports for the Fiscal Year 2005 2 Approve Allocation of Income For Mgmt 3 Authorize Share Repurchase Program; Revoke For Mgmt Previously Granted Authorization to Repurchase Shares 4 Approve Stock Option Plan 2006-2008; For Mgmt Authorize Reissuance of Repurchased Shares to Service the Stock Option Plan 5 Approve Director and/or Internal Auditors' For Mgmt Indemnification/Liability Provisions Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/25/06 - SEni Spa T3643A145 05/23/06 4,635 Special Business 1 Amend Articles Re: 13 (sub-paragraph 1), For Mgmt 17 (sub-paragraph 3), 24 (sub-paragraph 1), and 28 (sub-paragraphs 2 and 4) Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/12/06 - AEquitable Resources, Inc. *EQT* 294549100 02/13/06 10,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 05/11/06 - AEquity Inns, Inc. *ENN* 294703103 03/15/06 21,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/24/06 - AEquity Office Properties Trust *EOP* 294741103 03/31/06 12,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/06 - AEquity Residential *EQR* 29476L107 03/31/06 28,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 07/22/05 - AExelon Corp. *EXC* 30161N101 05/02/05 12,600 1 Issue Shares in Connection with an For For Mgmt Acquisition Based on our review of the terms of the transaction and the factors described above, we believe that the share issuance warrants shareholder support. 2 Elect Directors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt The requested increase of 800,000,000 shares is below the allowable threshold of 1,440,000,000 shares. 4 Ratify Auditors For For Mgmt 5 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 3.11 percent is within the allowable cap for this company of 8.66 percent. Additionally, this plan forbids repricing. 6 Approve Qualified Employee Stock Purchase For For Mgmt Plan ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 7 Adjourn Meeting For Against Mgmt We recommend that shareholders vote against this proposal given the broad authority that this proposal would grant beyond the solicitation of additional proxies. 05/31/06 - AExxon Mobil Corp. *XOM* 30231G102 04/06/06 42,104 1 Elect Directors For Split Mgmt 1.1 Elect Director Michael J. Boskin --- For We recognize the company's contention that they are using base salary plus bonus in the pension calculation because they consider earnings bonus units as part of the annual cash bonus. Nevertheless the earnings bonus units are long-term performance based pay, not annual cash bonuses, and are recorded as LTIPs in the proxy statement.The inclusion of performance-based compensation into the pension calculation has inflated the value of pension earnings for executives at ExxonMobil. Mr. Raymond's $98 million retirement package would have been considerably smaller without the addition of earnings bonus units into the calculation. Creating a retirement program where performance awards are rolled into a pension means that those awards are earned once, but used as compensation twice. This double dipping phenomenon has created a wealth enhancing effect for all participants under this plan. The plan will continue to generate sizeable payouts for Mr. Tillerson, just as it did for Mr. Raymond. Therefore, we urge the Compensation Committee to amend the practice of including earnings bonus units in the pension calculation, as this practice grossly inflates the pension payout and has no discernable value for shareholders. ISS recommends shareholders to withhold votes from the members of the compensation committee with the exception of Samuel J. Palmisano for the poor compensation practices. Samuel J. Palmisano, one of the current members of the compensation committee, joined the board in 2006. We recommend shareholders to withhold votes from William R. Howell, James R. Houghton, Reatha Clark King and Walter V. Shipley for administering a poor compensation practice. 1.2 Elect Director William W. George --- For 1.3 Elect Director James R. Houghton --- Withhold 1.4 Elect Director William R. Howell --- Withhold 1.5 Elect Director Reatha Clark King --- Withhold 1.6 Elect Director Philip E. Lippincott --- For 1.7 Elect Director Henry A. McKinnell, Jr. --- For 1.8 Elect Director Marilyn Carlson Nelson --- For Elect Director Samuel J. Palmisano --- For 1.10 Elect Director Walter V. Shipley --- Withhold 1.11 Elect Director J. Stephen Simon --- For 1.12 Elect Director Rex W. Tillerson --- For 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against For ShrHoldr In this case, the number of directors at any time may be increased or diminished by the vote of the board of directors as stated in the company's certificate of incorporation. Therefore, the company fails to meet all of the aforementioned corporate governance. Accordingly, the proposal warrants shareholder support. 4 Require a Majority Vote for the Election Against For ShrHoldr of Directors ISS advocates that the director election system gives full effect to the shareholder franchise. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 5 Company-Specific-Nominate Independent Against Against ShrHoldr Director with Industry Experience Therefore ISS believes that diverse experience among a company's directors can improve the board's ability to effectively oversee the strategic management of the company. However, because of concerns over the feasibility of implementing this resolution and the lack of information suggesting that the current directors are uninformed, or failing in their responsibilities to shareholders, we do not recommend shareholder support at this time. 6 Require Director Nominee Qualifications Against Against ShrHoldr According to ISS' policies, none of the directors are currently over-committed. Further, the company has policies and procedures in place to ensure that directors are not over-committeed. Therefore, ISS does not believe that this item warrants shaerholder support. 7 Non-Employee Director Compensation Against Against ShrHoldr The proponent's concern on excessive CEO compensation is valid in the current environment. Executive compensation is a major concern among shareholders. Lucrative CEO compensation packages, stealth compensation in the form of deferred compensation and supplemental executive retirement plans, poor alignment of pay and performance have led to shareholders' dissatisfaction. The mounting concern is evidenced by the growing number of pay related shareholder proposals and the litigation on executive pay practices. However, the proponent has targeted director's compensation and not CEO's compensation. Unlike CEO's pay, director compensation is generally not pay for performance. Instead, directors receive annual retainer fee, plus additional fees for serving on committees and attending board and committee meetings. To align the interests of directors with shareholders, directors also receive automatic grants of stock options and/or stock awards. Abuse in the area of director compensation appears in isolated cases. Retirement packages, such as pension programs for directors are no longer common among companies. ISS believes the proponent's request to annually seek shareholder approval for every future director compensation package is burdensome and offers little value to shareholders. Furthermore, the proposal does not seek to address the real issue - runaway CEO compensation. 8 Separate Chairman and CEO Positions Against Abstain ShrHoldr 9 Review Executive Compensation Against Against ShrHoldr We believe that the compensation committee report should provide a more robust discussion of executive pay decisions, particularly in light of the substantial compensation and retirement packages that were granted to Mr. Raymond. However, we question the utility to shareholders of a detailed report disclosing and analyzing the balance between executive compensation and the pay of Exxon Mobil's lowest paid employees over the last ten years. While we agree that shareholders could benefit from an in depth review of the compensation committee's policies to control excessive CEO pay , the specific information requested by this resolution focuses more directly on the issue of pay disparity within the company, and may result in a report that is arbitrary in nature, or provides limited meaningful information to shareholders. As such, we do not recommend shareholder support for this resolution. 10 Link Executive Compensation to Social Against Against ShrHoldr Issues Although ISS generally recommends votes for proposals that increase performance-based compensation for executives, the system suggested in this resolution proposes that the compensation committee calculate a portion of executive salary based solely on certain social and environmental factors. While ISS is concerned with some aspects of the company's pay practices, we do not believe that establishing and disclosing detailed social and environmental metrics as quantified factors to be used when calculating executive compensation would benefit shareholder. In our opinion, explicitly defining such criteria could limit the compensation committee's ability to effectively establish and maintain the link between executive compensation and overall company performance in a dynamic industry. As such, we do not recommend shareholder support for this resolution. 11 Report on Political Contributions Against Against ShrHoldr In the case of ExxonMobil, ISS notes that the company provides some detailed information on its political contributions on the corporate website. Specifically, this information reiterates the company's policies related to corporate and PAC spending and discloses aggregate contribution amounts for corporate funds to state political initiatives and 527 organizations, as well as an overview of PAC contributions. Therefore, while we agree with the proponents that the business rational and detailed data on every type of political contribution may not be easily accessed, it is our opinion that information provided by Exxon Mobil's political contributions segment of the company website provides shareholders with sufficient insight into the company's policies and controls. As such, ISS does not believe that additional reporting on this matter is warranted at this time. 12 Report on Charitable Contributions Against Against ShrHoldr Without information suggesting that the company's management of its contributions or perks has had a negative impact on shareholder value, ISS does not believe that it is necessary or appropriate to challenge this particular contribution or the company's policies in general. Therefore, based on questions over the necessity and utility of this resolution, we do not recommend shareholder support. 13 Amend Equal Employment Opportunity Policy Against For ShrHoldr to Prohibit Discrimination Based on Sexual Orientation Given the fact that company's competitors reference sexual orientation discrimination in their EEO statements and the fact that Mobil did explicitly bar this type of discrimination in its EEO statement prior to the merger with Exxon, we believe that the company should amend its EEO to explicitly prohibit discrimination based on sexual orientation. As such, we recommend that shareholders vote for this resolution. 14 Report on Damage Resulting from Drilling Against Against ShrHoldr for Oil and gas in Protected Areas Therefore, based on the level of existing disclosure relative to other companies in the industry and the potential cost and burden associated with producing this information, we recommend a vote against this resolution. 15 Report Accountability for Company's Against Against ShrHoldr Environmental Impacts due to Operation In this case, the proponent is asking ExxonMobil to disclose information on how it is accountable for the environmental impacts that its operations have on communities. Specifically, the shareholder is asking that the company discuss not only the negative impact of its operations, but also details on how the company integrates community awareness into its policies and reporting. ISS notes that the company is involved in several community initiatives to improve social welfare or encourage ongoing dialogue with the company on issues of importance to stakeholders. Moreover, the company provides a substantial amount of disclosure on its environmental performance and social initiatives. While this disclosure may not discuss each issue recommended by the proponent, it does allow investors to clearly evaluate the policies and management controls that the company has established to measure and evaluate environmental performance and the impact of company operations on community stakeholders. Therefore, ISS does not believe that shareholder support for this resolution is warranted. 05/16/06 - AFirstEnergy Corporation *FE* 337932107 03/21/06 14,700 1 Elect Directors For Split Mgmt 1.1 Elect Director Anthony J. Alexander --- Withhold We recommend a vote FOR Robert B. Heisler, but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from Jesse T. Williams, Sr., Wes M. Taylor, George M. Smart, Russell W. Maier, William T. Cottle, Dr. Carol A. Cartwright, and Anthony J. Alexander for failure to take action on a majority-approved shareholder proposal. 1.2 Elect Director Carol A. Cartwright --- Withhold 1.3 Elect Director William T. Cottle --- Withhold 1.4 Elect Director Robert B. Heisler, Jr. --- For 1.5 Elect Director Russell W. Maier --- Withhold 1.6 Elect Director George M. Smart --- Withhold 1.7 Elect Director Wes M. Taylor --- Withhold 1.8 Elect Director Jesse T. Williams, Sr. --- Withhold 2 Ratify Auditors For For Mgmt 3 Adopt Simple Majority Vote Requirement Against For ShrHoldr ISS Analysis and Conclusion ISS acknowledges that adoption of this proposal may not eliminate the supermajority provisions. We also acknowledge that an affirmative vote of at least 80 percent of the outstanding shares would be required to eliminate the supermajority vote. However, based on principle, ISS maintains that a simple majority of voting shares should be sufficient to effect changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking amendments that are in shareholders' best interests. Further, we note that this proposal received the clear mandate of the FirstEnergy's shareholders last year's meeting with a 57.97 percent vote of the outstanding shares. ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. As such, we support this proposal. 4 Submit Severance Agreement (Change in Against For ShrHoldr Control) to shareholder Vote ISS Analysis and Conclusion ISS supports the submission of "golden parachutes" for shareholder approval as a general principle. We believe that a company's severance agreements should be reasonable and not excessive. To be effective without creating distorted incentives with respect to management, severance agreements must be considerably less attractive than continued employment with the company. While ISS recognizes that FirstEnergy has a severance policy in place which limits the multiplier of executives' base salary and target short-term incentive compensation to 2.99 times, the company does not clearly define these severance benefits. Therefore, the company's adopted policy does not meet all the requirements of the shareholder proposal. Furthermore, the proposal provides some flexibility for the company, whereby the board may seek approval of the shareholder approval after the material terms of the severance agreement have been agreed upon. As such, we support this proposal. 10/28/05 - AFKP Property Group(frmly FKP Limited) Q3930V102 10/26/05 23,840 *FKP* 1 Elect Philip Parker as Director For For Mgmt 2 Elect Leonard Ross McKinnon as Director For For Mgmt 3 Approve Remuneration Report For Against Mgmt Based on the negative issues with regard to the renumeration of the directors, we recommend shareholders to oppose this resolution. 4 Approve the Managing Director's Security For For Mgmt Plan 5 Approve Issuance of Up to 19.50 Million For For Mgmt Securities to Mulpha Northwest Investments Pty Ltd and Mulpha Australia Ltd 11/08/05 - AFletcher Building Ltd. (frmrly. Q3915B105 11/06/05 23,160 Fletcher Challenge Building) 1a Elect Roderick Deane as Director For For Mgmt 1b Elect Kerrin Vautier as Director For For Mgmt 2 Authorize Board to Fix Remuneration of For For Mgmt KPMG as the Company's Auditors 05/02/06 - AFording Canadian Coal Trust *FDG.U* 345425102 03/20/06 2,600 1 Elect LLoyd Barber as Trustee For For Mgmt 2 Elect Michael Grandin as Trustee For For Mgmt 3 Elect Michael Parrett as Trustee For For Mgmt 4 Elect Harry Schaefer as Trustee For For Mgmt 5 Elect Peter Valentine as Trustee For For Mgmt 6 Elect Robert Wright as Trustee For For Mgmt 7 Elect John Zaozirny as Trustee For For Mgmt 8 Elect Directors For For Mgmt 9 Approve PricewaterhouseCoopers LLP as For For Mgmt Auditors and Authorize Board to Fix Remuneration of Auditors 10 Approve Arrangement Resolution For For Mgmt 11 Amend Declaration of Trust For For Mgmt 12 Amend Shareholder Rights Plan For For Mgmt 13 Amend Phantom Unit Plan For Against Mgmt 05/11/06 - SFortis SA/NV B4399L102 None 5,442 1 Open Meeting None Mgmt 2.1 Receive Special Report on Authorized None Mgmt Capital 2.2 Approve the Creation of a New Authorized For Mgmt Capital with Exclusion of Preemptive ights and the Possibility of Using during a Takeover 3.1 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 3.2 Authorize Alienation of the Repurchased For Mgmt Shares 4 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/31/06 - AFortis SA/NV B4399L102 None 5,442 Ordinary Business 1 Open Meeting None Mgmt 2.1.1 Receive Directors' Report None Mgmt 2.1.2 Receive Consolidated Financial Statements None Mgmt 2.1.3 Accept Financial Statements For Mgmt 2.1.4 Approve Allocation of Income For Mgmt 2.2.1 Receive Explanation on Company's Dividend None Mgmt Policy 2.2.2 Approve Dividends of EUR 1.16 per Fortis For Mgmt Unit 2.3.1 Approve Discharge of Directors For Mgmt 2.3.2 Approve Discharge of Auditors For Mgmt 3 Discussion on Company's Corporate None Mgmt Governance Structure 4 Elect Directors For Mgmt 4.3 Ratify PricewaterhouseCoopers as Auditors For Mgmt Special Business 5.1 Receive Directors' Special Report on None Mgmt Authorized Capital 5.2 Authorize Board to Issue Shares in the For Mgmt Event of a Public Tender Offer or Share Exchange Offer 6.1 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 6.2 Authorize Reissuance of Repurchased Shares For Mgmt 7 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/04/06 - AFreeport-McMoRan Copper & Gold Inc. 35671D857 03/07/06 8,300 *FCX* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.39 percent is within the allowable cap for this company of 11.26 percent. Additionally, this plan expressly forbids repricing. 4 Review Payment Policy to Indonesian Against Against ShrHoldr Military Conclusion In this case, ISS acknowledges the proponents' concerns related to this issue and the tragedy that served as the impetus for filing the proposal at the company. That said, ISS notes that the company has made public information on its human rights policies in general and also discloses information on its security operations in Indonesia on the company website. Further, it appears that the company is taking the appropriate steps to monitor its compliance with its human rights policies, hiring external auditors and securing special counsel on human rights. The company has asserted that there is no alternative to the Indonesian military and police for security in the area. Considering the scope and complexity of this issue, ISS believes that the company is taking appropriate steps by disclosing detailed information on its operations in Papua. As such, we recommend a vote against this proposal. 04/26/06 - AGeneral Electric Co. *GE* 369604103 02/27/06 24,000 1 Elect Directors For Split Mgmt 1.1 Elect Director James I. Cash, Jr. --- For We recommend a vote FOR the directors with the exception of independent outsider Claudio X. Gonzalez. We recommend that shareholders WITHHOLD votes from Claudio X. Gonzalez for sitting on more than three boards while serving as a CEO. 1.2 Elect Director Sir William M. Castell --- For 1.3 Elect Director Ann M. Fudge --- For 1.4 Elect Director Claudio X. Gonzalez --- Withhold 1.5 Elect Director Jeffrey R. Immelt --- For 1.6 Elect Director Andrea Jung --- For 1.7 Elect Director Alan G. Lafley --- For 1.8 Elect Director Robert W. Lane --- For 1.9 Elect Director Ralph S. Larsen --- For 1.10 Elect Director Rochelle B. Lazarus --- For 1.11 Elect Director Sam Nunn --- For 1.12 Elect Director Roger S. Penske --- For 1.13 Elect Director Robert J. Swieringa --- For 1.14 Elect Director Douglas A. Warner, III --- For 1.15 Elect Director Robert C. Wright --- For 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Voting Against Against ShrHoldr In this case, the company meets all of the company's corporate governance criteria. Accordingly, the proposal does not warrant shareholder support 4 Adopt Policy on Overboarded Directors Against For ShrHoldr Although the company maintains a policy regarding overboarded directors, the policy permits the maintenance of current directors who exceed these limits if the board determines that such director's service on the board would not be impaired. In fact, the company has already made an exception with regard to director Claudio Gonzalez, who sits on over six other public company boards. The proponent's request would not allow the company to bypass or alter these limits without shareholder approval. Therefore, we believe that the proponent's request represents a preferable policy framework from a shareholder's perspective. As such, we believe this item warrants shareholder support. 5 Company-Specific -- One Director from the Against Against ShrHoldr Ranks of the Retirees ISS believes that director nominees who are best qualified and who have the relevant experience should serve as directors for the interests of all shareholders and as such the director selection process should not be limited to a certain type of director. This proposal would limit the board's independent nominating committee from selecting the best director candidates. Further, the board already includes directors with diverse experience. As such, we do not support this item. 6 Separate Chairman and CEO Positions Against Against ShrHoldr We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO position. 7 Require a Majority Vote for the Election Against Against ShrHoldr of Directors At this time, considering the company's actions taken to create a meaningful alternative in their bylaws, we recommend that shareholders vote AGAINST this proposal. 8 Report on Environmental Policies Against Against ShrHoldr Therefore, while ISS would encourage the company to continue to evaluate and disclose information on its policies and strategic directions, we do not believe that shareholder support for this resolution is warranted. 04/17/06 - AGenuine Parts Co. *GPC* 372460105 02/10/06 10,000 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.78 percent is within the allowable cap for this company of 9.71 percent. Additionally, this plan expressly forbids repricing. 4 Ratify Auditors For For Mgmt 05/12/06 - AGkn Plc (Guest Keen & Netfld.) G39004232 None 22,557 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of 8.2 Pence Per For For Mgmt Ordinary Share 3 Re-elect Roy Brown as Director For For Mgmt 4 Re-elect Sir Ian Gibson as Director For For Mgmt 5 Re-elect Kevin Smith as Director For For Mgmt 6 Reappoint PricewaterhouseCoopers LLP as For For Mgmt Auditors of the Company 7 Authorize Board to Fix Remuneration of For For Mgmt Auditors 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 79,692,205 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 18,511,655 10 Approve Remuneration Report For For Mgmt 11 Authorise 71,524,622 Ordinary Shares for For For Mgmt Market Purchase 12 Authorise the Company to Make EU Political For For Mgmt Organisation Donations up to GBP 200,000 and Incur EU Political Expenditures up to GBP 200,000 05/17/06 - AGlaxoSmithKline PLC (formerly Glaxo G3910J112 None 3,088 Wellcome Plc ) 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Elect Moncef Slaoui as Director For For Mgmt 4 Elect Tom de Swaan as Director For For Mgmt 5 Re-elect Lawrence Culp as Director For For Mgmt 6 Re-elect Sir Crispin Davis as Director For For Mgmt 7 Re-elect Ronaldo Schmitz as Director For For Mgmt 8 Reappoint PricewaterhouseCoopers LLP as For For Mgmt Auditors of the Company 9 Authorize Audit Committee to Fix For For Mgmt Remuneration of Auditors 10 Approve the Company to Make EU Political For For Mgmt Organisation Donations up to GBP 50,000 and Incur EU Political Expenditure up to GBP 50,000 11 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 485,201,557 12 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 72,780,233 13 Authorise 582,241,869 Ordinary Shares for For For Mgmt Market Purchase 05/17/06 - AGramercy Capital Corp *GKK* 384871109 03/15/06 40,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/25/06 - AHBOS PLC G4364D106 None 4,784 Holders of the 6.0884 Percent Non-Cumulative Preference Shares are Only Entitled to Vote on Resolution 19 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 24.35 Pence Per For For Mgmt Share 4 Elect Peter Cummings as Director For For Mgmt 5 Elect Karen Jones as Director For For Mgmt 6 Re-elect Andy Hornby as Director For For Mgmt 7 Re-elect Phil Hodkinson as Director For For Mgmt 8 Re-elect Sir Ronald Garrick as Director For For Mgmt 9 Re-elect Coline McConville as Director For For Mgmt 10 Reappoint KPMG Audit plc as Auditors and For For Mgmt Authorise the Board to Determine Their Remuneration 11 Approve Increase in Authorized Capital to For For Mgmt GBP 4,685,000,000, EUR 3,000,000,000, USD 5,000,000,000, AUS$1,000,000,000 and CAN$1,000,000,000 by the Creation of Preference Shares 12 Auth. Issue of Ordinary Shares with For For Mgmt Pre-emp. Rights up to Aggregate Nominal Amount of GBP 319,304,642; Issue of Preference Shares with Pre-emp. Rights up to GBP 3,126,852,845, EUD 3,000,000,000, USD 4,498,500,000, AUS$1,000,000,000 and CAN$1,000,000,000 13 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 47,895,696 14 Authorise 383,103,366 Ordinary Shares for For For Mgmt Market Purchase 15 Approve EU Political Organisation For For Mgmt Donations and Incur EU Political Expenditure up to GBP 100,000 There has been political expenditure during the year. - (i) An employee was seconded part-time, initially by HBOS UK plc and then by HBOS plc to the Cross Party Group on the Scottish Economy ('CPG') in the Scottish Parliament. The CPG is not a political party. The PPERA contains a specific exemption to the definition of EU Political Organisation for all party groups composed of members of the Westminster Houses of Parliament, but there is no such specific exemption for all party groups of the Scottish Parliament. The Company is therefore disclosing that the total amount of the donations made to the CPG during the last financial year was GBP 11,365 (USD 20,000) in respect of the completion of 70 working days of the secondment, representing the employee's salary paid by the Company during that time, not a cash donation. - (ii) In connection with the Company's consideration of the implications of the Turner Review and pensions reform generally, the Company subscribed to membership of The City & Business Network - a discussion forum on public policy issues of interest to most UK companies. The Network is an offshoot of The Fabian Society which, although a social research organisation, comprises an EU Political Organisation for the purposes of PPERA. The above subscription (totalling GBP 3,525 / USD 6,100), which will not be renewed, thus constitutes political expenditure within the meaning of the Act. RREV has considered the nature of this expenditure and has concluded that these occurances do not represent attempts to unduly influence the political process. We consider that the expenditure was incurred in relation to reasonable activities and was not contrary to shareholder interests. We therefore have no concerns regarding this matter and recommend support for the proposed renewal of the authority. 16 Approve HBOS plc Extended Short Term For For Mgmt Incentive Plan 17 Amend Articles of Association Re: Rights For For Mgmt of Preference Shares, Board Composition,Dividend Payments and Directors' Indemnities RREV considers the proposals acceptable, given the various assurances provided by the Company. 18 Amend Memorandum of Association For For Mgmt 19 Amend Articles of Association Re: For For Mgmt Preference Shares 05/12/06 - AHelvetia Patria Holding H35927120 None 277 1 Share Re-registration Consent For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/12/06 - AHelvetia Patria Holding H35927120 None 277 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Approve Discharge of Board and Senior For Mgmt Management 3 Approve Allocation of Income and Dividends For Mgmt of CHF 9 per Share 4 Change Company Name to Helvetia Holding AG For Mgmt 5 Amend Articles Re: Capital Holding For Mgmt Requirement for Submitting Shareholder Proposals 6 Elect Directors For Mgmt 7 Ratify KPMG Fides Peat as Auditors For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 03/15/06 - AHewlett-Packard Co. *HPQ* 428236103 01/17/06 28,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Require a Majority Vote for the Election Against For ShrHoldr of Directors ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that HP's resignation policy offers a sufficient alternative to the proposed majority voting standard. Further, with regard to management's concern that the proposal does not consider potential board vacancies or hold-overs, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 5 Claw-Back of Payments under Restatement Against Against ShrHoldr The proponents supporting argument with regard to Carley Fiorina's compensation speaks to severance packages and bears no relevance to the unearned bonuses addressed by the clawback proposal. Additionally, ISS notes that there is no history of chronic restatements or fraudulent activity by the company. ISS believes that the company has in place a reasonable clawback policy which requires the board to: (a) review of performance-based compensation to senior executives following a restatement and (b) seek to recoup all such bonuses to senior executives whose fraud or misconduct resulted in such restatement. As such, ISS recommend a vote AGAINST this proposal. 05/10/06 - AHighway Insurance Holdings G4482Y107 None 145,804 plc(formerly Ockham Holdings plc) 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of 3.7 Pence Per For For Mgmt Ordinary Share 3a Re-elect Paul Cosh as Director For For Mgmt 3b Elect Peter Salsbury as Director For For Mgmt 3c Elect Jan Shawe as Director For For Mgmt 4 Re-elect Richard Gamble as Director For For Mgmt 5 Reappoint KPMG Audit Plc as Auditors of For For Mgmt the Company 6 Authorise Board to Fix Remuneration of For For Mgmt Auditors 7 Authorise 20,433,166 Ordinary Shares for For For Mgmt Market Purchase 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 13,622,111 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 2,043,316 10 Approve Remuneration Report For Against Mgmt 04/27/06 - AHIQ International AB W4091V108 04/21/06 42,400 1 Elect Chairman of Meeting For For Mgmt 2 Prepare and Approve List of Shareholders For For Mgmt 3 Approve Agenda of Meeting For For Mgmt 4 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 5 Acknowledge Proper Convening of Meeting For For Mgmt 6 Receive President's Report None None Mgmt 7 Receive Financial Statements and Statutory None None Mgmt Reports 8.1 Approve Financial Statements and Statutory For For Mgmt Reports 8.2 Approve Allocation of Income and Dividends For For Mgmt of SEK 2.10 per Share 8.3 Approve Discharge of Board and President For For Mgmt 9 Determine Number of Members (7) Board For For Mgmt 10 Approve Remuneration of Directors in the For For Mgmt Aggregate Amount of SEK 1.1 Million 11 Reelect Ken Gerhardsen, Lars Stugemo, Carl For For Mgmt Bildt, Anders Ljung (Chairman), Leila Swaerd, Christina Pettersson, and Jukka Norokorpi as Directors 12 Approve Stock Option Plan for Key For For Mgmt Employees; Approve Creation of SEK 125,000 Pool of Capital to Guarantee Conversion Rights 13 Approve Issuance of 4.9 Million Shares For For Mgmt without Preemptive Rights 14 Amend Articles Re: Various Changes to For For Mgmt Comply with New Swedish Companies Act 15 Authorize Chairman of Board and For For Mgmt Representatives of Four of Company's Largest Shareholders to Serve on Nominating Committee 16 Other Business (Non-Voting) None None Mgmt 05/25/06 - AHome Depot, Inc. (The) *HD* 437076102 03/28/06 5,200 1 Elect Directors For Split Mgmt 1.1 Elect Director Gregory D. Brenneman --- Withhold We recommend a vote to WITHHOLD from all directors with the exception of new nominee Angelo R. Mozilo. We recommend that shareholders WITHHOLD votes from Thomas J. Ridge, Robert L. Nardelli, Kenneth G. Langone, Lawrence R. Johnson, Laban P. Jackson, Jr., Bonnie G. Hill, Milledge A. Hart, III, Claudio X. Gonzalez, John L. Clendenin, and Gregory D. Brenneman for failure to implement a majority supported shareholder proposal, Compensation Committee members Lawrence R. Johnston, Bonnie G. Hill, Claudio X. Gonzalez, and John L. Clendenin for the company's poor compensation practices, and Claudio X. Gonzalez for sitting on more than three boards while serving as CEO. 1.2 Elect Director John L. Clendenin --- Withhold 1.3 Elect Director Claudio X. Gonzalez --- Withhold 1.4 Elect Director Milledge A. Hart, III --- Withhold 1.5 Elect Director Bonnie G. Hill --- Withhold 1.6 Elect Director Laban P. Jackson, Jr. --- Withhold 1.7 Elect Director Lawrence R. Johnston --- Withhold 1.8 Elect Director Kenneth G. Langone --- Withhold 1.9 Elect Director Angelo R. Mozilo --- For 1.10 Elect Director Robert L. Nardelli --- Withhold 1.11 Elect Director Thomas J. Ridge --- Withhold 2 Ratify Auditors For For Mgmt 3 Increase Disclosure of Executive Against For ShrHoldr Compensation 4 Report on EEOC-Related Activities Against For ShrHoldr As such we recommend that shareholders vote for this resolution. 5 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 6 Require a Majority Vote for the Election Against For ShrHoldr of Directors ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 7 Submit Supplemental Executive Retirement Against For ShrHoldr Plans to Shareholder vote 8 Report on Political Contributions Against For ShrHoldr As such, we recommend that shareholders vote FOR this resolution. 9 Increase Disclosure of Executive Against For ShrHoldr Compensation Therefore, ISS believes that this proposal warrants shareholder support. 10 Affirm Political Non-partisanship Against Against ShrHoldr Since it appears that the company has already addressed this issue through its own internal policies and observance of federal law, we do not believe that support of this proposal is warranted. 04/24/06 - AHoneywell International, Inc. *HON* 438516106 02/24/06 14,600 1 Elect Directors For For Mgmt 1.1 Elect Director Gordon M. Bethune --- For We recommend a vote FOR the directors. 1.2 Elect Director Jaime Chico Pardo --- For 1.3 Elect Director David M. Cote --- For 1.4 Elect Director D. Scott Davis --- For 1.5 Elect Director Linnet F. Deily --- For 1.6 Elect Director Clive R. Hollick --- For 1.7 Elect Director James J. Howard --- For 1.8 Elect Director Bruce Karatz --- For 1.9 Elect Director Russell E. Palmer --- For 1.10 Elect Director Ivan G. Seidenberg --- For 1.11 Elect Director Bradley T. Sheares --- For 1.12 Elect Director Eric K. Shinseki --- For 1.13 Elect Director John R. Stafford --- For 1.14 Elect Director Michael W. Wright --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The company has submitted a multiple pay plan proposal. The combined shareholder value transfer for all the plans (Items 3 and 4) is 4.88 percent, which falls below the company's allowable shareholder value transfer cap of 6.11 percent. The total cost of the 2006 Stock Incentive Plan (Item 3 only) is 4.83 percent. The plan also expressly prohibits repricing of stock options and SARs. ISS commends the company for voluntarily committing to an annual burn rate of 1.0 percent to 1.5 percent of total shares outstanding. 4 Approve Non-Employee Director Omnibus For For Mgmt Stock Plan VI. Vote Recommendation The company has submitted a multiple pay plan proposal. The combined shareholder value transfer for all the plans (Items 3 and 4) is 4.88 percent, which falls below the company's allowable shareholder value transfer cap of 6.11 percent. The total cost of the 2006 Stock Plan for Non-Employee Director (Item 4 only) is 2.35 percent. The plan also expressly prohibits repricing of stock options and SARs. 5 Require a Majority Vote for the Election Against For ShrHoldr of Directors ISS advocates that the director election system gives full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. The company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. Further, the proposal provides for a carve-out for plurality voting in the event of a contested election. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 6 Compensation- Director Compensation Against Against ShrHoldr ISS does not support this shareholder proposal. 7 Claw-back of Payments under Restatements Against For ShrHoldr ISS believes this proposal warrants shareholder vote and we recommend a vote FOR. 8 Report on Public Welfare Initiative Against Against ShrHoldr Therefore, ISS believes that the company could benefit from increased disclosure on its corporate website regarding this issue and potential costs associated with remediation. However, we do not believe that the actions requested by the proponents to accompany this report are necessary per se, or an appropriate expenditure of shareholder assets. 9 Eliminate or Restrict Severance Agreements Against For ShrHoldr (Change-in-Control) ISS recognizes that implementation of this policy may be difficult. However, we note that this proposal is somewhat similar to the severance/change-in-control proposal, whereby a company will seek shareholder approval for future severance agreements with senior executives that could provide benefits in an amount exceeding 2.99 times the sum of the executive's base salary and bonus. Currently, Honeywell does have a policy to seek shareholder approval on excessive severance/change-in-control payments. In supporting the spirit of the proposal, ISS believes that the company can implement a policy on seeking shareholder approval for excessive severance/change-in-control payments. 04/05/06 - SHost Hotels & Resorts Inc. *HST* 44107P104 02/22/06 29,000 1 Issue Shares in Connection with an For For Mgmt Acquisition Management and the board of directors viewed some of the following factors as deciding before approving the transaction: 1. The portfolio assets are high quality, luxury and upper upscale hotels with an average size of approximately 500 rooms and an expected revenue per available room of $117 for 2005; 2. The new relationship with Starwood provides a platform for additional growth; 3. Management believes many of these international markets are in the early stages of lodging recovery, offering the opportunity for additional growth outside of the domestic lodging cycle, and; 4. To have a total enterprise value of approximately $16 billion, and to be one of the largest lodging companies in the US and the sixth largest public REIT based on total enterprise value. Based on our review of the terms of the transaction and the factors described above, in particular the market reaction from announcement to date and the compelling strategic rationale, we believe that the agreement warrants shareholder support. 05/18/06 - AHost Hotels & Resorts Inc. *HST* 44107P104 03/29/06 29,000 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert M. Baylis --- For We recommend a vote FOR the directors with the exception of affiliated outsider Terence C. Golden. We recommend that shareholders WITHHOLD votes from Terence C. Golden for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Terence C. Golden --- Withhold 1.3 Elect Director Ann M. Korologos --- For 1.4 Elect Director Richard E. Marriott --- For 1.5 Elect Director Judith A. Mchale --- For 1.6 Elect Director John B. Morse, Jr. --- For 1.7 Elect Director Christopher J. Nassetta --- For 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election For For ShrHoldr of Directors ISS advocates that the director election system give full effect to the shareholder franchise. ISS notes that the proposal is not intended to limit the judgment of the board. The board would retain the discretion to address the status of incumbent directors who failed to receive a majority vote under a majority vote standard, and whether a plurality vote standard would be more appropriate in director elections when the number of director nominees exceeds the available board seats. 05/26/06 - AHSBC Holdings Plc G4634U169 None 22,306 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 (a) Re-elect Baroness Lydia Dunn as Director For For Mgmt 3 (b) Re-elect Michael Geoghegan as Director For For Mgmt 3 (c) Re-elect Stephen Green as Director For For Mgmt 3 (d) Re-elect Sir Mark Moody-Stuart as Director For For Mgmt 3 (e) Elect Simon Robertson as Director For For Mgmt 3 (f) Re-elect Helmut Sohmen as Director For For Mgmt 3 (g) Re-elect Sir Brian Williamson as Director For For Mgmt 4 Reappoint KPMG Audit plc as Auditors and For For Mgmt Authorise the Audit Committee to Determine Their Remuneration 5 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 1,137,200,000 6 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 284,300,000 7 Authorise 10 Percent of Ordinary Shares For For Mgmt for Market Purchase 8 Approve Increase in Remuneration of For For Mgmt Non-Executive Directors to GBP 65,000 04/25/06 - AING Groep NV N4578E413 04/18/06 6,657 1 Opening and Approval of the Webcasting of For Mgmt This Present Meeting and Subsequent Shareholders' Meetings 2a Receive Report of Executive and None Mgmt Supervisory Board 2b Discussion on Profit Retention and None Mgmt Distribution Policy 3a Approve Financial Statements and Statutory For Mgmt Reports 3b Approve Allocation of Income and Dividends For Mgmt of EUR 1.18 per Share 4a Approve Discharge of Executive Board For Mgmt 4b Approve Discharge of Supervisory Board For Mgmt 5 Discussion on Company's Corporate None Mgmt Governance Structure 6a Elect Dick Harryvan to Management Board For Mgmt 6b Elect Tom McInerney to Management Board For Mgmt 6c Elect Hans van der Noordaa to Management For Mgmt Board 6d Elect Jacques de Vaucleroy to Management For Mgmt Board 7a Reelect Cor Herkstroter to Supervisory For Mgmt Board 7b Reelect Karel Vuursteen to Supervisory For Mgmt Board 7c Elect Piet Klaver to Supervisory Board For Mgmt 8 Approve Stock Option Grants and For Mgmt Performance Shares for the Members of Executive Board 9 Approve Amendment Pension Scheme of the For Mgmt Executive Board 10 Approve Remuneration of Supervisory Board For Mgmt 11a Grant Board Authority to Issue 220 Million For Mgmt Ordinary Shares Restricting/Excluding Preemptive Rights (Plus 220 Million rdinary Shares in Connection with Merger) 11b Grant Board Authority to Issue 10 Million For Mgmt Preference B Shares in Connection with Conversion of ING Perpetuals III 12a Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 12b Authorize Repurchase of 24,051,039 For Mgmt Depositary Receipts for Preference A Shares 12c Authorize Repurchase Preference A Shares For Mgmt or Depositary Receipts for Preference A Shares 13 Approve Cancellation of Preference A For Mgmt shares Which are Held by ING Groep N.V. 14a Approval of the English language as the For Mgmt Official Language of the Annual Report with Effect From the 2006 Report 14b Approval of the English Language as the For Mgmt Official Language as of the 2007 Shareholders' Meeting 15 Other Business (Non-Voting) None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 10/31/05 - AING OFFICE FUND *IOF* Q49560107 10/29/05 51,000 1 Approve Acquisition of a 50 Percent For For Mgmt Indirect Interest in Waltham Woods Corporate Center, Waltham Massachusets and a Further 30 Percent Indirect Interest in The Homer Building, Washington D.C. 2 Issue 54 Million Units in Connection with For For Mgmt the Acquisitions 3 Amend Articles Re: Borrowing Limits For For Mgmt 05/17/06 - AInternational Power Plc (formerly G4890M109 None 6,791 National Power Plc) 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Elect Bruce Levy as Director For For Mgmt 3 Re-elect Mark Williamson as Director For For Mgmt 4 Re-elect Tony Isaac as Director For For Mgmt 5 Approve Final Dividend of 4.5 Pence Per For For Mgmt Ordinary Share 6 Reappoint KPMG Audit Plc as Auditors and For For Mgmt Authorise the Board to Determine Their Remuneration 7 Approve Remuneration Report For For Mgmt 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 245,947,373 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 36,892,106 10 Authorise 147,568,424 Ordinary Shares for For For Mgmt Market Purchase 11 Amend Articles of Association Re: For For Mgmt Indemnification 12 Amend International Power Plc 2002 For For Mgmt Performance Share Plan 05/04/06 - AIntralot SA Integrated Lottery X3968Y103 None 1,932 (formerly Intralot SA) 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 3 Approve Discharge of Board and Auditors For Mgmt 4 Approve Auditors and Authorize Board to For Mgmt Fix Their Remuneration 5 Elect Directors For Mgmt 6 Approve Directors' Remuneration for 2005 For Mgmt and Preapprove Remuneration for 2006 7 Approval of the Maximum Salary of Board For Mgmt Members Employed by the Company 8 Authorize Board and Managers of the For Mgmt Company to Participate in Boards and Management of Similar Companies 9 Authorize Share Repurchase Program For Mgmt 10 Notification on Own Shares Transactions None Mgmt 11 Authorize Issuance of Bond Loan For Mgmt 12 Authorize Issuance of Convertible Bonds For Mgmt 13 Other Business For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/22/06 - SIntralot SA Integrated Lottery X3968Y103 None 1,932 (formerly Intralot SA) 1 Authorize Issuance of Bond Loan For Mgmt 2 Authorize Issuance of Convertible Bonds For Mgmt 3 Other Business For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 10/06/05 - AINVESTA PROPERTY GROUP (formerly Q4968M105 10/04/05 59,750 Westpac Property Trust) *IPG* 1 Adopt the Remuneration Report For Against Mgmt ISS Recommendation: The negative features of the company's remuneration policies as contained in this report outweigh the positive ones. To summarize, the negative aspects include lack of performance hurdles; the provision of non-recourse, interest-free loans to long-term incentive plans; and the unsatisfactory disclosure of the value of long-term incentives. For these reasons, it is recommended that shareholders vote against this request. 2 Elect Peter Campbell as Director For For Mgmt 3 Elect John Murray as Director For For Mgmt 4 Elect John Messenger as Director For For Mgmt 5 Elect Deborah Page as Director For For Mgmt 08/11/05 - SiShares Trust 464287564 04/25/05 12,014 1 Elect Directors For For Mgmt 2 Approve Change of Fundamental Investment For For Mgmt Policy - Senior Securities Historically, most amendments to a fund's fundamental restrictions have not been significant enough to alter a fund's investment strategy. That said, with the elimination of certain fundamental restrictions such as those that involve hedging tactics, there is an increased risk to a shareholder's investment. However, since the fundamental investment objective is the rule that governs all of a fund's investment strategies, specific restraints are placed on riskier practices by virtue of the investment objective, which remains unchanged. As a result, ISS generally approves of amendments or the elimination of certain fundamental restrictions, which as a result of changes in SEC policy and state securities laws, are outdated or obsolete, and therefore unfairly hamstring a fund that was created prior to the changes in regulatory law. 3 Approve Change of Fundamental Investment For For Mgmt Policy - Lending 4 Approve Change of Fundamental Investment For For Mgmt Objective to Non-fundamental Although historically most amendments to a fund's limitations have not been significant enough to change the fundamental investment strategy, this has been changing in recent years. Some funds have sought to avoid investment restrictions by reclassifying some of their investment restrictions as non-fundamental, thereby removing the shareholder approval requirement. Other funds have sought shareholder approval to make non-fundamental the fundamental investment objective, the one clear goal around which the other restrictions are constructed. The funds' fundamental investment objectives are the central purpose that all of the other investment policies in the funds' bylaws and charter are created to support. Without firm investment objectives, the funds' goals and intents, which initially attracted investors to a particular fund, could change radically. The investment objective of each iShares Fund is to seek investment results that correspond generally to the price and yield performance of a specified underlying index. The indexes used by the funds are licensed from various third party index providers. These index providers sometimes make significant changes to the construction or methodology of an index. To the extent the index construction or methodology of an index is superior to an index covering the same general market, ISS does not believe shareholder interests would be advanced by requiring a fund to incur the costs of a proxy solicitation to change the underlying index. Additionally, the board does not seek the authority to, for example, change a large-cap fund to a mid-cap fund. Rather, the board seeks authority to change from one index to another index representing the same general market segment and objective. ISS does not view the change as one that would have a significant material impact on the funds' operation. The investment objectives currently remain unchanged and the funds will continue to invest in a similar fashion. Therefore, ISS supports this proposal. 5 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/19/06 - AJ. C. Penney Co., Inc (HLDG CO) *JCP* 708160106 03/20/06 10,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 4 Performance-Based Equity Awards Against Against ShrHoldr While the company's annual and long-term incentives are not benchmarked against a peer group, the company has disclosed the performance criteria and hurdle rates. For the annual incentive program, the company performance payout factor is 1.55 in 2005. The company further disclosed the specific measures that the named executive officers must need in order to receive the payout. The company must exceed its sales plan by 1% and its operating profit plan by over 11%. For the 2006 long-term incentive program, the company has issued stock options and performance-based restricted stock units. Although the stock options are not indexed or premium-priced, the performance-based restricted stock units are contingent upon the company meeting an EPS target of $4.26. These performance-based restricted stock units are subject to further time vesting. Dividend equivalents on the restricted stock will be paid upon the achievement of the performance goal. A substantial portion of an executive's long-term incentives is performance-based according to ISS' policy. ISS believes that the company has provided sufficient disclosure for shareholders to assess the correlation between pay and performance. Therefore, ISS believes that this proposal does not warrant shareholder support at this time. 04/27/06 - AJohnson & Johnson *JNJ* 478160104 02/28/06 7,100 1 Elect Directors For For Mgmt 2 Amend Articles to Remove Antitakeover For For Mgmt Provision ISS supports any reduction of a company's voting requirements. We believe that the proposed amendment is in shareholders' best interest as it represents an improvement in the company's corporate governance structure. 3 Ratify Auditors For For Mgmt 4 Disclose Charitable Contributions Against Against ShrHoldr In this case, we note that the company discloses a significant amount of the information requested by the proponent on the corporate website. Therefore, considering the existing level of disclosure, ISS does not believe that the additional disclosure requested by the proponents will provide meaningful benefit to shareholders commensurate with the administrative cost and burden of producing the reports. 5 Require a Majority Vote for the Election Against For ShrHoldr of Directors ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, in a case where a company has in place certain unfavorable governance provisions, as indicated above, we do not believe the resignation policy is a sufficient alternative to the proposed majority voting standard. The company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. Further, with regard to management's concern that the proposal does not consider potential board vacancies, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 05/16/06 - AJPMorgan Chase & Co. *JPM* 46625H100 03/17/06 15,280 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Put Repricing of Stock Options to Against Against ShrHoldr Shareholder Vote ISS believes that taking away the company's ability to grant stock options is an arbitrary and excessively restrictive proposal that could potentially prohibit the company from compensating employees based upon their individual and company-wide performance. Being unable to issue stock options could hinder the company's ability to attract and retain competent executive officers. Moreover, under the company's corporate governance guidelines and existing equity plans, the company is prohibited from repricing options without shareholder proposal. As such, ISS does not feel that shareholder support of this proposal is warranted. 4 Performance-Based Equity Awards Against For ShrHoldr In this case, ISS does not believe the proposal is overly restrictive, nor does it appear that a substantial portion of the company's equity awards are truly performance-based with some inherent risk of forfeiture. Therefore, we recommend a vote FOR this proposal. 5 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 6 Remove Reference to Sexual Orientation Against Against ShrHoldr from EEO Statement Therefore, considering potential benefits that may be associated with JP Morgan' existing policy, and the absence of information suggesting that there are significant costs or negative impacts associated with including reference to sexual orientation in the EEO statement, we do not believe shareholder support for this resolution is warranted. 7 Amend Articles/Bylaws/Charter -- Call Against For ShrHoldr Special Meetings The proposal seeks to provide shareholders with the right to call special meetings which we believe is in the best interests of shareholders. We note that the proposal limits the right to call a special meeting to an aggregate of at least 25 percent of the outstanding shares. 8 Report on Lobbying Activities Against For ShrHoldr ISS questions some aspects of this resolution, specifically the value of attempting to prioritize initiatives by quantifying the potential impact on shareholder value that each issue may have. However we do believe that shareholders should have some disclosure into the company's public policy initiatives including the overarching business rationale for such activities. Furthermore, while the proponent places particular emphasis on environmental policies and litigation reform in his supporting statements we note that the resolution is requesting broader disclosure on the company's public policy activities. We believe that such information could be collected without unnecessary cost or burden to the company and may be beneficial to shareholders by providing increased insight into the company's public policy activity. As such, we recommend that shareholders vote FOR this resolution. 9 Report on Political Contributions Against For ShrHoldr In the case of JP Morgan, ISS notes that the company briefly discusses the right of employees to be involved in the political process as private citizens in its code of conduct. While JP Morgan's Code of Conduct does discuss the company's oversight and approval process related to corporate contributions, this disclosure does not address the company's overarching business rationale for such contributions or the administration of JP Morgan's PACs. We believe that such information could be disclosed in a manner that would inform shareholders of the company's approach to public policy without unnecessarily disclosing its strategic initiatives. Therefore, while ISS believes that some aspects of this resolution may be overly restrictive or burdensome, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote FOR this resolution. 10 Approve Terms of Existing Poison Pill Against Against ShrHoldr In the case of JPMorgan Chase, we note that a formal policy regarding the adoption of a pill has been established in response to shareholder concerns. We believe that the 12-month period is a reasonable time period to seek shareholder approval and the request of reducing it to four-month appears to be unreasonable. ISS believes that the company has taken a step towards better corporate governance by adopting this policy. Therefore, ISS does not support this proposal. 11 Provide for Cumulative Voting Against For ShrHoldr In this case, the company fails to meet all of the aforementioned corporate governance criteria, specifically it does not provide shareholder right to call special meetings or act by written consent. Accordingly, the proposal warrants shareholder support. 12 Claw-back of Payments under Restatements Against Against ShrHoldr Because the board has adopted a policy which clearly communicates its intent that, in the event of unacceptable reasons for restatements, it would seek to recover the bonus paid out to the responsible executive, we feel the board has addressed the issues raised by this proposal. 13 Require Director Nominee Qualifications Against Against ShrHoldr Given that the company already has acceptable governance standards in place with respect to director qualifications and fully independent key board committees, adopting a policy as suggested by the proponent appears unwarranted and would not add additional value to shareholders at this time. 04/06/06 - AKB Home *KBH* 48666K109 02/14/06 5,700 1 Elect Directors For For Mgmt 2 Reduce Authorized Common Stock For For Mgmt We believe this proposal is in shareholders' best interests because it would limit future dilution of their investment and would fulfill the company's prior commitment to shareholders. 3 Amend Omnibus Stock Plan For For Mgmt ISS would have recommended an AGAINST vote to this proposal if it had requested additional shares under the 1999 Incentive Plan. However, an AGAINST vote would not benefit shareholders since the company would lose the tax deductibility for performance based cash and equity awards. Furthermore, the overall plan amendments represent an improvement to the plan. In the future, ISS would consider voting AGAINST any equity compensation plans on the ballot if the company did not address the above expressed concerns. 4 Ratify Auditors For For Mgmt 07/27/05 - AKelda Group Plc ADPV01594 None 7,500 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 20.66 Pence Per For For Mgmt Share 4 Re-elect John Napier as Director For For Mgmt 5 Re-elect Kevin Whiteman as Director For For Mgmt 6 Elect Ed Anderson as Director For For Mgmt 7 Elect Kate Avery as Director For For Mgmt 8 Reappoint Ernst & Young LLP as Auditors For For Mgmt and Authorise the Board to Determine Their Remuneration 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 19,459,201 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 2,921,802 11 Authorise 37,566,039 Ordinary Shares for For For Mgmt Market Purchase 04/21/06 - AKellogg Co. *K* 487836108 03/01/06 5,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Sustainability Report Against Against ShrHoldr Conclusion ISS recognizes that Kellogg's disclosure on its website does not fully meet the criteria established by the proponents in this resolution. Specifically, the company's metrics are not based on GRI guidelines and it does not provide a distinct definition for sustainability. That said, the company does address many of the key issues seen in a typical EHS or sustainability report on the segment of its website dedicated to Social Responsibility and in Kellogg's Global Code of Ethics. Through these two sources, Kellogg discusses its policies and initiatives related to diversity, workplace health and safety, community involvement, and the environment. Additionally, the company provides some broad disclosure on its processes to measure performance and compliance. As such, ISS would encourage the company to increase its level of transparency related to social and environmental performance and consider the potential benefits of structuring its reporting along established guidelines such as GRI. However, we believe that its existing disclosure generally informs shareholders of Kellogg's policies and serves as a commitment to sustainable development of the company's operations. Therefore, we do not recommend shareholder support for this resolution. 05/11/06 - AKeyCorp *KEY* 493267108 03/14/06 22,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/06 - AKilroy Realty Corp. *KRC* 49427F108 03/03/06 10,800 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 4.59 percent is within the allowable cap for this company of 5.00 percent. Additionally, this plan expressly forbids repricing. 05/18/06 - AKimco Realty Corp. *KIM* 49446R109 03/24/06 21,800 1 Elect Directors For Split Mgmt 1.1 Elect Director Martin S. Kimmel --- For We recommend a vote FOR the directors with the exception of insiders Milton Cooper, Michael J. Flynn, and David B. Henry, and affiliated outsiders Richard G. Dooley and Frank Lourenso. We recommend that shareholders WITHHOLD votes from Richard G. Dooley for standing as an affiliated outsider on the Audit, Compensation and Nominating committees and for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Frank Lourenso for standing as an affiliated outsider on the Compensation and Nominating committees and for failure to establish a majority independent board. Lastly, we recommend that shareholders WITHHOLD votes from Milton Cooper, Michael J. Flynn and David B. Henry for failure to establish a majority independent board. 1.2 Elect Director Milton Cooper --- Withhold 1.3 Elect Director Richard G. Dooley --- Withhold 1.4 Elect Director Michael J. Flynn --- Withhold 1.5 Elect Director Joe Grills --- For 1.6 Elect Director David B. Henry --- Withhold 1.7 Elect Director F. Patrick Hughes --- For 1.8 Elect Director Frank Lourenso --- Withhold 1.9 Elect Director Richard Saltzman --- For 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 3.41 percent is within the allowable cap for this company of 5.00 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 4 Company-Specific -- Require Annual Against For ShrHoldr Disclosure of Related Party Transactions between the Company and its Senior Executive Officers or the Company and its Directors ISS supports the principle of the proposal. According to ISS' board policy, ISS considers directors who have material transactions with the company as affiliated outsiders. There is a large body of research that shows that interlocking directorships have a positive effect on company performance. The value added by interlocks appears to come from coordination of business activities, reduced transaction costs, and improved access to vital resources and information. However, if an interlocking directorship exposes a company to antitrust liability, or if there is clear evidence of self-dealing, shareholders should be concerned. In this case, the board is not majority independent by ISS standards and two affiliated outside directors sit on key committees. Therefore, ISS believes this proposal warrants shareholder support. 05/05/06 - ALiechtensteinische Landesbk H49725114 None 90 1 Open Meeting None None Mgmt 2 Receive Financial Statements and Statutory None None Mgmt Reports 3 Approve Annual Report and Consolidated For For Mgmt Annual Report 4 Approve Allocation of Balance Sheet Profits For For Mgmt 5 Approve Discharge of Board and Auditors For For Mgmt 6 Elect Auditors According to PGR and BANKG For For Mgmt 7 Authorize Share Repurchase Program For For Mgmt In accordance with Art. 306a of Person and Company Law, the number of company shares that may be purchased under this authority is capped at 10 percent of the company's capital. As stated in the meeting notice, shares will be purchased at a price of at least 90 percent and maximum of 110 percent of the fair market value. In light of this disclosure, we see no reason to oppose this request. 8 Other Business (Voting) For Against Mgmt 05/11/06 - ALloyds TSB Group plc (formerly TSB G5542W106 None 4,634 Group) 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3a Elect Sir Victor Blank as Director For For Mgmt 3b Elect Terri Dial as Director For For Mgmt 3c Elect Jan du Plessis as Director For For Mgmt 3d Elect Lord Leitch as Director For For Mgmt 4 Re-elect Archie Kane as Director For For Mgmt 5 Reappoint PricewaterhouseCoopers LLP as For For Mgmt Auditors of the Company 6 Authorise Board to Fix Remuneration of For For Mgmt Auditors 7 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 370,781,731, USD 40,000,000, EUD 40,000,000 and JPY 1,250,000,000 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 71,023,408 9 Authorise 568,000,000 Ordinary Shares for For For Mgmt Market Purchase 10 Approve Lloyds TSB Long-Term Incentive For For Mgmt Plan 2006 11a Authorise to Make EU Political For For Mgmt Organisation Donations up to GBP 10,000 and Incur EU Political Expenditure up to GBP 10,000 11b Authorise Lloyds TSB Bank Plc to Make EU For For Mgmt Political Organisation Donations up to GBP 100,000 and Incur EU Political Expenditure up to GBP 100,000 11c Authorise Lloyds TSB Scotland Plc to Make For For Mgmt EU Political Organisation Donations up to GBP 40,000 and Incur EU Political Expenditure up to GBP 40,000 11d Authorise Scottish Widows Plc to Make EU For For Mgmt Political Organisation Donations up to GBP 30,000 and Incur EU Political Expenditure up to GBP 30,000 11e Authorise Cheltenham & Gloucester Plc to For For Mgmt Make EU Political Organisation Donations up to GBP 10,000 and Incur EU Political Expenditure up to GBP 10,000 11f Authorise Lloyds TSB Asset Finance For For Mgmt Division Limited to Make EU Political Organisation Donations up to GBP 10,000 and Incur EU Political Expenditure up to GBP 10,000 12 Amend Memorandum and Articles of For For Mgmt Association Re: Indemnification 13 Approve Increase in Remuneration of For For Mgmt Non-Executive Directors to GBP 750,000 05/08/06 - ALoews Corp. 540424207 03/10/06 6,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against Against ShrHoldr Conclusion In this case, the company meets all of the aforementioned corporate governance and performance criteria. Loews has an annually-elected board, an independent nominating committee, confidential voting, provides shareholder with the right to call special meetings and act by written consent. The board does not have the sole discretion to change the board size, nor did any of its members receive withhold votes exceeding the minimum voting threshold described above. Further, the company delivered one-year and three-year total returns above its GICS peer group and the S&P Index 500 (See Performance Summary table above). We note that the company has a tracking stock for Carolina Group. While the company's common stock and Carolina Group tracking stock are classified as a dual-class capital structure for CGQ purposes, the tracking stock does not apply to our policy for cumulative voting proposals. Accordingly, this item does not warrant shareholder support. 4 Prohibit Smoking in Public Facilities Against Against ShrHoldr Conclusion Generally speaking, ISS believes that public agencies are the appropriate forum for discussion on tax policies or regulations regarding public smoking. Furthermore, ISS is concerned that taking active positions to support certain issues related to smoking may have a negative impact on the company's business, and questions the short-term and long-term impact on shareholder value that may result from compliance with this proposal. As such, we do not recommend shareholder support for the resolution. 06/30/06 - SLookers plc G56420105 None 6,244 1 Approve Share Sub-Division of Each For For Mgmt Authorised Ordinary Share of 25 Pence Each Into 5 Ordinary Shares of 5 Pence Each 2 Elect Tony Bramall as Director For For Mgmt 3 Approve Subsciption for New Ordinary For For Mgmt Shares by the Trustee of the Lookers Employees' Share Trust 05/04/06 - ALyondell Chemical Co. *LYO* 552078107 03/09/06 14,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 07/05/05 - SMACQUARIE LEISURE TRUST Q5701X134 07/03/05 59,400 1 Amend Constitution Re: Performance Fee For For Mgmt Proposal This item seeks shareholder approval to amend the constitution of Macquarie Leisure Trust (Trust) that particularly pertains to the current remuneration structure of the Trust. The resolution, in particular, seeks to reduce the base fee paid to the manager and to introduce a performance based fee. The current fee structure of the Trust does not fully acknowledge the active investment style of the manager and the specialized skills required to manage the diverse range of assets of the Trust. The proposed structure includes a lower base fee of 0.20 percent of gross assets from the current 0.25 percent of gross assets plus 3.50 percent of the distributable amount from each Distribution Period. The proposed performance fee has different ranges of calculation. It includes 0-5 percent outperformance, at a benchmark index composed of 50 percent of the S&P/ASX 300 XPK Property Accumulation Index excluding Macquarie Leisure Trust Group (MLE) and 50 percent of the S&P/ASX 300 XSO Small Ordinaries Accumulation Index excluding MLE, where no performance fee would be paid, the 5-10 percent outperformance will earn a 10 percent of outperformance in excess of five percent during the financial year multiplied by the opening market capitalization of the Trust at the commencement of the financial year (Tier 1), and the above 10 percent outperformance will earn the Tier 1 fee, plus five percent of the outperformance in excess of 10 percent during the financial year multiplied by the opening market capitalization of the trust at the commencement of the financial year (Tier 2). The introduction of performance fees will align more closely the Manager's interest with those of the shareholders since these fees link the remuneration of the Manager to the level of total return received by shareholders. ISS recommends that shareholders support this resolution. 12/12/05 - AMACQUARIE PROLOGIS TRUST ADPV02051 12/10/05 66,130 1 Approve Issuance of Performance Fee Units For For Mgmt in the Trust to Macquarie ProLogis Management Ltd. (Manager) 05/19/06 - AMAN AG D51716104 04/28/06 1,894 1 Receive Financial Statements and Statutory None Mgmt Reports for Fiscal 2005 2 Approve Allocation of Income and Dividends For Mgmt of EUR 1.35 per Share 3 Approve Discharge of Management Board for For Mgmt Fiscal 2005 4 Approve Discharge of Supervisory Board for For Mgmt Fiscal 2005 5 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares 6 Amend Articles Re: Remuneration of For Mgmt Supervisory Board Members 7 Ratify KPMG Deutsche Treuhand-Gesellschaft For Mgmt AG as Auditors for Fiscal 2006 Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/26/06 - AMarathon Oil Corp *MRO* 565849106 02/27/06 6,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 4 Eliminate Class of Preferred Stock For For Mgmt Since the Series A junior preferred stock is no longer outstanding and the rights plan in connection with which it was designated expired, we believe that the elimination of Series A junior preferred stock warrants support. We have no objection to the other proposed adminstrative changes. 5 Require a Majority Vote for the Election Against For ShrHoldr of Directors ISS advocates that the director election system give full effect to the shareholder franchise. In this case, the company has in place unfavorable governance provisions. Further, we note that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 6 Adopt Simple Majority Vote Requirement Against For ShrHoldr ISS Analysis and Conclusion ISS maintains that a simple majority of voting shares should be sufficient to effect changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking amendments that are in shareholders' best interests. As such, we believe that this proposal warrants shareholder support. 05/11/06 - AMattel, Inc. *MAT* 577081102 03/16/06 28,800 1 Elect Directors For Split Mgmt 1.1 Elect Director Eugene P. Beard --- For We recommend a vote FOR the directors with the exception of independent outsider Ronald L. Sargent. We recommend that shareholders WITHHOLD votes from Ronald L. Sargent for sitting on more than three boards. 1.2 Elect Director Michael J. Dolan --- For 1.3 Elect Director Robert A. Eckert --- For 1.4 Elect Director Tully M. Friedman --- For 1.5 Elect Director Dominic Ng --- For 1.6 Elect Director Andrea L. Rich --- For 1.7 Elect Director Ronald L. Sargent --- Withhold 1.8 Elect Director Christopher A. Sinclair --- For 1.9 Elect Director G. Craig Sullivan --- For 1.10 Elect Director John L. Vogelstein --- For 1.11 Elect Director Kathy Brittain White --- For 2 Ratify Auditors For For Mgmt 3 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 4 Report Progress on Improving Work and Against Against ShrHoldr Living Conditions We believe that, despite shortcomings in certain areas, Mattel's GMP program, the associated public disclosure, and remediation as needed represents a positive approach toward proactively addressing issues related to workplace labor rights. Further, it would appear that the company has taken steps to effectively address the specific issues brought forth by this resolution. Therefore, we believe that the additional reporting requested by this resolution is unnecessary, and may be contrary to the company's existing approach of forthright disclosure and timely remediation. 5 Performance-Based Against For ShrHoldr As in the case with short-term compensation, the company discloses specific performance criteria, net operating profit after taxes less a capital charge, but fails to disclose specific hurdles rates and the associated target payouts. Performance is not benchmarked against a peer group of companies, and it is not clear whether there is a minimum level of performance that would result in no payouts being made under the plan. Shareholders are unable to assess the rigor of the performance goal without the disclosure of the hurdle rate. Further, ISS notes that the annual bonus program and the 2003 Long-Term Incentive Plan utilize net operating profit minus a charge for operating capital as an underlying financial measure for setting performance goals. Having the same performance criteria can result in a double payout for the executives. The underlying goals and motivation for a short-term incentive program should be substantially different from a long-term incentive program. As for the long-term compensation, ISS does not consider time-vested restricted stock and standard stock options to be performance-based compensation. A rise in the stock market can provide automatic gains without the executives exhibiting any demonstrated effort. The current equity awards are not performance contingent awards according to ISS' policies. Mattel is in the consumer durables and apparel business, which is a stable and mature industry. ISS believes that the proponent's pay-for-superior-performance standard can be implemented by the company given its line of business. The company's annual and long-term incentive programs do not sufficiently meet the proponent's requirements. Therefore, ISS supports this shareholder proposal. 05/25/06 - AMcDonald's Corp. *MCD* 580135101 03/27/06 25,745 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Submit Severance Agreement (Change in Against For ShrHoldr Control) to shareholder Vote In this case, we believe that the cap suggested by the proponent of 2.99 times base salary and cash bonus is widely considered as the standard threshold level of severance payments for senior executives that should be subject to a shareholder vote. Additionally, since the proponent's proposal does not require that shareholder approval be obtained prior to the drafting of severance agreements, we do not believe that adoption of this proposal would unduly hinder the company's ability to negotiate such agreements with potential executives. ISS believes that shareholders should have a voice in lucrative severance payments and prevent the excessive "pay for failure" packages that have been witnessed at some companies. 4 Identify Food Products Manufactured or Against Against ShrHoldr Sold that Contain Genetically Engineered Ingredients In this case, the proponent is seeking the labeling of products, not an outright phase-out. ISS reviews proposals to label GE products on a case-by-case basis. While we generally support proposals that seek to provide shareholders with greater disclosure regarding the risks associated with their investment, we believe that the practice of labeling every product that may contain genetically modified ingredients would be a formidable task. Given the widespread existence of these products, we question whether such an initiative can be successfully and economically implemented. Conversely, a broad approach of labeling all products as "potentially containing GE ingredients" would be of limited use to consumers and shareholders. Finally, McDonalds does provide some brief discussion on GMOs on its corporate website to discuss the issue and the company's policy approach to the use of GE ingredients in its products. Therefore, based on concerns with the associated costs and feasibility of effectively implementing this resolution ISS does not believe that shareholder support is warranted. 04/25/06 - AMerck & Co., Inc. *MRK* 589331107 02/24/06 12,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.32 percent is within the allowable cap for this company of 9.59 percent. Additionally, this plan expressly forbids repricing. 4 Approve Non-Employee Director Omnibus For For Mgmt Stock Plan VI. Vote Recommendation The total cost of the company's plans of 3.85 percent is within the allowable cap for this company of 9.59 percent. Additionally, this plan expressly forbids repricing. 5 Limit Executive Compensation Against Against ShrHoldr 6 Adopt Simple Majority Vote Against For ShrHoldr We support shareholder proposals seeking to eliminate supermajority vote requirements, as they may serve as entrenchment devices for management and therefore are not in the shareholders' best interest. As such we believe this proposal warrants support. 7 Adopt Animal Welfare Standards Against Against ShrHoldr In this case, both Merck and the contractor in question have publicly available policies addressing issues of animal welfare. While these policies do not address certain issues to the degree requested by the proponent, they do appear to be comparable to policies at other companies in the same industry. Moreover, there does not appear to be any recent, significant fines or litigation on the issue of animal welfare at Merck that are indicative of systematic problems with the company's animal welfare policies, or suggesting that the company lags behind industry peers on this subject. Moreover, there was no information available to confirm that Merck contracts animal testing to Covance, the laboratory cited by PETA for its violations of animal welfare standards. Finally, ISS is concerned with the structure of this resolution. Beyond asking for a feasibility study evaluating the merits of amending the company's existing Policy on the Humane Care and Use of Animals for Medical Research, compliance with resolution also implies that the company must apply this policy to its contract labs, oversee adherence to the policy, and publish an annual report outlining contractor compliance. These additional measures could place a significant burden on the company or complicate the company's contractual agreements with the external laboratories that it retains for certain animal testing programs. Therefore, we do not recommend shareholder support for this resolution. 11/09/05 - AMicrosoft Corp. *MSFT* 594918104 09/09/05 22,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/16/06 - AMid-America Apartment Communities, 59522J103 03/17/06 8,800 Inc. *MAA* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/31/06 - AMullen Group Income Fund *MTL.U* 625281100 04/28/06 3,600 Meeting For Unitholders of Trust Units (MCLP A Units) and Special Voting Units (MCLP B Units) 1 Approve Plan of Arrangement For For Mgmt 2 Elect Alan D. Archibald, Gerg Bay, Dennis For For Mgmt J. Hoffman, Stephen H. Lockwood, Murray K. Mullen, Bruce W. Simpson, Ric Peterson, Pat Powell as Trustees of the Trust 3 Approve KPMG LLP as Auditors and Authorize For For Mgmt Board to Fix Remuneration of Auditors 4 Approve Stock Option Plan for Horizon For For Mgmt 05/31/06 - ANAL Oil & Gas Trust *NAE.U* 628949109 04/26/06 9,900 1 Elect J. Charles Caty, Irvine J. Koop, For For Mgmt Dennis G. Flanagan, Barry D. Stewart, as Directors 2 Approve KPMG LLP as Auditors and Authorize For For Mgmt Board to Fix Remuneration of Auditors 3 Approve Restructuring of Management For For Mgmt Agreement 4 Approve Amendments to the Trust Indenture, For For Mgmt Royalty Agreement and Unanimous Shareholder Agreement We object to the removal of the requirement for a Unitholder vote on amendments or replacement of the Management Agreement. Given the cost of this agreement to date, we believe that any material amendments should be put forward to Unitholders. We also object to the ability of the Board or Trustee to determine the number of voting rights that may be attached to Special Voting Rights. There must be assurance that the number of Special Voting Rights be determined so as to maintain proportionate voting rights. After presenting our concerns to a representative of the Trust, we have been told that before the 2007 annual meeting of the Trust, the Board of Trustees and legal counsel will review the Trust Indenture with a view to tightening up provisions relating to the above two areas of concern to ensure that Trust Indenture more fully protects Unitholder interests. 04/05/06 - ANCC AB W5691F104 03/30/06 9,697 1 Open Meeting None None Mgmt 2 Elect Chairman of Meeting For For Mgmt 3 Prepare and Approve List of Shareholders For For Mgmt 4 Approve Agenda of Meeting For For Mgmt 5 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 6 Acknowledge Proper Convening of Meeting For For Mgmt 7 Receive Financial Statements and Statutory None None Mgmt Reports 8 Receive President's and Chairman's None None Mgmt Reports; Allow Questions 9 Approve Financial Statements and Statutory For For Mgmt Reports 10 Approve Allocation of Income, Ordinary For For Mgmt Dividends of SEK 5.50 per Share, and Special Dividends of SEK 10 per Share 11 Approve Discharge of Board and President For For Mgmt 12 Amend Articles Re: Set Minimum (SEK 720 For For Mgmt Million) and Maximum (SEK 2.9 Billion) Limits for Issued Share Capital; Remove Possibility to Appoint Deputy Directors; Various Changes to Comply with New Swedish Companies Act 13 Determine Number of Members (7) of Board For For Mgmt 14 Approve Remuneration of Directors in the For For Mgmt Aggregate Amount of SEK 2.2 Million; Approve Remuneration of Auditors 15 Reelect Antonia Ax:son Johnson, Tomas For Against Mgmt Billing (Chairman), Alf Goeransson, Ulf Holmlund, Fredrik Lundberg, Anders Rydin, and Marcus Storch as Directors We prefer that all key board committees comprise only independent non-executives. We believe that executives, particularly on such key board committees as the audit and remuneration committees, threaten to undermine the purpose of these committees in providing independent oversight and preventing conflicts of interest. The best practice recommendations stipulated in the Swedish Corporate Governance Code also recommend against executives on these key board committees. The chairman of the board may, however, chair the remuneration committee. If a company does not have an audit or a remuneration committee, we will consider the entire board to fulfill the role of the committees. In such case, we will oppose the executives, including the CEO, up for election to the board. The company has decided not to appoint audit or remuneration committees, but to manage audit and remuneration matters within the confines of regular board work. Goeransson is an executive director who serves on the board. Due to the presence of NCC's CEO on the board, which is considered to fulfill the role of the audit committee, shareholders are advised to vote against this proposal. 16 Ratify KPMG Bohlins AB as Auditors For For Mgmt 17 Elect Viveca Ax:son Johnson, Johan For For Mgmt Bjoerkman, Mats Lagerqvist, and Ulf Lundahl as Members of Nominating Committee 18 Authorize Repurchase of Up to Ten Percent For For Mgmt of Issued Share Capital 19 Other Business (Non-Voting) None None Mgmt 01/03/06 - SNeptune Orient Lines V67005120 None 50,100 1 Approve Capital Reduction and Cash For For Mgmt Distribution to Shareholders 2 Amend Share Plans For Against Mgmt While the amendments were mentioned to be in line with current market practices in Singapore, we note that the company's share option plan currently fails to meet our standards for such plans due to the excessive level of dilution. The share option plan allows for up to 15 percent of the company's issued capital to be available for the grant of share options. We believe that shares available under stock-based compensation plans should represent no more than 5 percent of a mature company's issued capital. Given that the excessive level of dilution under the share option plan is not addressed by the proposed amendments, we recommend that shareholders oppose this resolution. 05/09/06 - ANewell Rubbermaid Inc. *NWL* 651229106 03/15/06 19,100 1 Elect Directors For Split Mgmt 1.1 Elect Director Thomas E. Clarke --- Withhold We recommend a vote FOR Steven J. Strobel, but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from independent outsiders Elizabeth Cuthbert Millett and Dr. Thomas E. Clarke for failure to implement the board declassification proposal. 1.2 Elect Director Elizabeth Cuthbert Millett --- Withhold 1.3 Elect Director Steven J. Strobel --- For 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.80 percent is within the allowable cap for this company of 9.08 percent. Additionally, this plan forbids repricing. 3 Approve Qualified Employee Stock Purchase For For Mgmt Plan ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 4 Ratify Auditors For For Mgmt 5 Submit Shareholder Rights Plan (Poison Against For ShrHoldr Pill) to Shareholder Vote In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that ISS recommends. We therefore agree with the proponent that the current pill should be put to a shareholder vote or redeemed and that any new pill be put to a shareholder vote. 6 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 05/24/06 - ANEXITY F6527B126 None 1,287 Special Business 1 Approve Merger by Absorption Nexity For Mgmt Initiale by Nexity 2 Acknowledge the Merger by Absorption of For Mgmt Nexity Initiale by Nexity 3 Amend Articles of Association Regarding For Mgmt Change in Capital Accordingly to Items Above 4 Authorize Alain Dinin and Herve Denize to For Mgmt Fill Required Documents/Other Formalities 5 Authorize Nexity to Continue Nexity For Mgmt Initiale's Stock Option Plan and Reevaluate the Exercice Price 6 Approve Reduction in Share Ownership For Mgmt Disclosure Threshold 7 Amend Article 10 of the Company Bylaws For Mgmt According Item Above 8 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 45 Million. 9 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 37.5 Million 10 Approve Issuance of Shares up to Aggregate For Mgmt Nominal Amount of EUR 15 Million for Qualified Investors 11 Approve Employee Savings-Related Share For Mgmt Purchase Plan up to Aggregate Nominal Amount of EUR 2 Million 12 Authorize Capitalization of Reserves of Up For Mgmt to EUR 45 Million for Capital Increase 13 Authorize Board to Increase Capital in the For Mgmt Event of Additional Demand Relating to Delegation Submitted to Shareholder Vote Above 14 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares Ordinary Business 15 Approve Financial Statements and Discharge For Mgmt Directors 16 Approve Allocation of Income and Dividends For Mgmt of EUR 1.6 per Share 17 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 18 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 19 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 20 Approve Accounting Treatment of Merger by For Mgmt Absorption 21 Authorize Filing of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 09/22/05 - SNieuwe Steen Investments N6325K105 09/19/05 6,320 1 Open Meeting None Mgmt 2 Receive Report of Management Board re: None Mgmt Results First Half of 2005 3 Expectations and Prospects None Mgmt 4 Allow Questions None Mgmt 5 Anniversary: 12.5 year Nieuwe Steen None Mgmt Investments 6 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 03/23/06 - ANieuwe Steen Investments N6325K105 03/17/06 5,800 1 Open Meeting None Mgmt 2 Receive Report of Management Board None Mgmt 3 Approve Financial Statements and Statutory For Mgmt Reports 4 Approve Discharge of Management Board For Mgmt 5 Approve Discharge of Supervisory Board For Mgmt 6 Approve Dividends of EUR 1.36 Per Share For Mgmt 7 Discussion on Company's Corporate None Mgmt Governance Structure 8 Approve Remuneration Policy of Directors For Mgmt 9 Elect H.J. van den Bosch to Supervisory For Mgmt Board 10 Expectations of and Prospects for 2006 None Mgmt 11 Allow Questions None Mgmt 12 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/05/06 - AOccidental Petroleum Corp. *OXY* 674599105 03/06/06 10,080 1 Elect Directors For Split Mgmt 1.1 Elect Director Spencer Abraham --- For We recommend withholding votes from the compensation committee members: John Chalsty, Irvin Maloney, Ronald Burkle, R. Chad Dreier and Rosemary Tomich for stewards of poor compensation practice. We also recommend shareholders WITHHOLD votes from independent outsider Ronald Burkle for poor attendance. 1.2 Elect Director Ronald W. Burkle --- Withhold 1.3 Elect Director John S. Chalsty --- Withhold 1.4 Elect Director Edward P. Djerejian --- For 1.5 Elect Director R. Chad Dreier --- Withhold 1.6 Elect Director John E. Feick --- For 1.7 Elect Director Ray R. Irani --- For 1.8 Elect Director Irvin W. Maloney --- Withhold 1.9 Elect Director Rodolfo Segovia --- For 1.10 Elect Director Aziz D. Syriani --- For 1.11 Elect Director Rosemary Tomich --- Withhold 1.12 Elect Director Walter L. Weisman --- For 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt The requested increase of 600,000,000 shares is below the allowable threshold of 900,000,000 shares. We recommend a vote FOR Item 3. 4 Limit Executive Compensation Against Against ShrHoldr We oppose this item because it could place the company at a competitive disadvantage in attempting to attract qualified executives. 5 Report on Global Warming Against Against ShrHoldr While Occidental's reporting does not address some issues of concern related to climate change, we believe that it effectively presents most shareholders with sufficient information to understand the company's position on the issue and the potential impact that these policies may have on their investment. While we encourage the company to continue to evaluate initiatives to address climate change and increase its disclosure, we do not believe that the information requested in the proposed report will benefit shareholders from an economic perspective. As such, we recommend a vote against this resolution. 6 Require a Majority Vote for the Election Against For ShrHoldr of Directors ISS advocates that the director election system gives full effect to the shareholder franchise. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 05/31/06 - AOPAP (GREEK ORGANISATION OF FOOTBALL X5967A101 None 9,228 PROGNOSTICS SA ) 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Approve Allocation of Income and Dividends For Mgmt 3 Approve Discharge of Board and Auditors For Mgmt 4 Appoint Auditors and Deputy Auditors and For Mgmt Determination of Their Fees 5 Approve Remuneration of Chairman, CEO and For Mgmt Secretary of the Board 6 Approve Remuneration of Board Members for For Mgmt Participation on Board Committees 7 Amend Articles (Bundled) For Mgmt 8 Other Business For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/21/06 - AOrient Overseas International Ltd. G67749120 04/13/06 400 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend For For Mgmt We use a minimum of 30-percent and a maximum of 100-percent ratios as triggers for further analysis. When the payout ratio falls below our minimum standard of 30 percent, we recommend a closer analysis of the allocation proposal. A pattern of low payouts, without justification for the retention of capital, merits a vote against the dividend proposal. In this case, the company was found to have capitalized reserves of approximately $5.7 million in 2005 in order to effect a bonus issue of one bonus share for every ten shares held in the same year. In view of this, we see no reason to oppose the dividend request. 3a Reelect Tsann Rong Chang as Director For For Mgmt 3b Reelect Alan Lieh Sing Tung as Director For For Mgmt 3c Reelect Roger King as Director For For Mgmt 3d Reelect Victor Kwok King Fung as Director For For Mgmt 4 Authorize Board to Fix Remuneration of For For Mgmt Directors 5 Reappoint PricewaterhouseCoopers as For For Mgmt Auditors and Authorize Board to Fix Their Remuneration 6a Approve Issuance of Equity or For Against Mgmt Equity-Linked Securities without Preemptive Rights As the share issuance amount is subject to abuse by Hong Kong companies, in the absence of language restricting both discounts and the authority to refresh the share issuance amounts without prior shareholder approval, a vote against is recommended. 6b Authorize Repurchase of Up to 10 Percent For For Mgmt of Issued Share Capital 6c Authorize Reissuance of Repurchased Shares For For Mgmt 7 Amend Bylaws Re: Voting at Meetings For For Mgmt 04/07/06 - APACIFIC BASIN SHIPPING LIMITED G68437139 04/03/06 156,000 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of HK$0.35 Per Share For For Mgmt 3a Reelect Christopher R. Buttery as an For For Mgmt Executive Director 3b Reelect Paul C. Over as an Executive For For Mgmt Director 3c Reelect The Earl of Cromer as an For For Mgmt Independent Non-Executive Director 3d Reelect Brian P. Friedman as a For For Mgmt Non-Executive Director 3e Reelect Lee Kwok Yin, Simon as a For For Mgmt Non-Executive Director 3f Authorize the Board to Fix the For For Mgmt Remuneration of Directors 4 Reappoint PricewaterhouseCoopers, For For Mgmt Certified Public Accountants, as Auditors and Authorize Board to Fix Their Remuneration 5 Approve Issuance of Equity or For Against Mgmt Equity-Linked Securities without Preemptive Rights As the share issuance amount is subject to abuse by Hong Kong companies, in the absence of language restricting both discounts and the authority to refresh the share issuance amounts without prior shareholder approval, a vote against is recommended. 6 Authorize Repurchase of Up to 10 Percent For For Mgmt of Issued Share Capital 7 Authorize Reissuance of Repurchased Shares For For Mgmt 8 Approve Issuance of Shares Pursuant to the For Against Mgmt Long Term Incentive Scheme We note that the Long-Term Incentive Scheme under whose terms this request is being made fails to meet our standards for dilution and plan administration. The scheme allows for an excessive level of dilution at 10 percent and is administered by the board, including directors who may participate under the scheme, thereby exposing the scheme to potential back-scratching abuses. Given these concerns, shareholders are advised to vote against this resolution. 04/19/06 - APagesJaunes Groupe (Formerly F6954U126 None 2,874 PagesJaunes) Ordinary Business 1 Approve Financial Statements and Discharge For Mgmt Directors 2 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 3 Approve Allocation of Income and Dividends For Mgmt of EUR 1.02 per Share 4 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 5 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 6 Approve Remuneration of Directors in the For Mgmt Aggregate Amount of EUR 250,000 7 Approve Remuneration of Censor in the For Mgmt Aggregate Amount of EUR 10,000 Annual; EUR 2,500 per Board Meeting; and EUR 1,000 per Committee Meeting 8 Elect France Telecom as Director For Mgmt 9 Elect Antonio Anguita as Director For Mgmt Special Business 10 Amend Articles of Association Re: Attend For Mgmt Board Meeting by Way of Videoconference and of Telecommunication 11 Amend Articles of Association Re: General For Mgmt Meeting Quorums 12 Authorize up to 0.5 Percent of Issued For Mgmt Capital for Use in Restricted Stock Plan 13 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares 14 Authorize Filling of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/12/06 - AParkway Holdings Ltd. V71793109 None 86,000 1 Adopt Financial Statements and Directors' For For Mgmt and Auditors' Reports 2 Declare Final Dividend of SGD 0.05 Per For For Mgmt Share 3a Reelect Richard Seow Yung Liang as Director For For Mgmt 3b Reelect Timothy David Dattels as Director For For Mgmt 3c Reelect Ronald Ling Jih Wen as Director For For Mgmt 3d Reelect Ashish Jaiprakash Shastry as For For Mgmt Director 3e Reelect David R. White as Director For For Mgmt 4a Reelect Alain Ahkong Chuen Fah as Director For For Mgmt 4b Reelect Sunil Chandiramani as Director For For Mgmt 5 Approve Directors' Fees of SGD 679,863 for For For Mgmt the Year Ended 2005 (2004: SGD 630,000) 6 Reappoint KPMG as Auditors and Authorize For For Mgmt Board to Fix Their Remuneration 7a Approve Issuance of Shares without For For Mgmt Preemptive Rights 7b Approve Issuance of Shares and Grant of For Against Mgmt Options Pursuant to the Parkway Share Option Scheme 2001 In this case, the percentage of shares available under the company's share option scheme is 15 percent of the issued capital, which is considered an unacceptable level of dilution for a mature entity. These schemes cannot be considered sufficiently well structured to justify a potential dilution level of 15 percent. 8 Other Business (Voting) For Against Mgmt While such requests are usually routine, the potential for discussion and subsequent approval of items that could be dangerous to minority shareholders is a possibility. Until more detailed information is made available concerning these items, a vote opposing such requests must be recommended. 06/05/06 - APeak Energy Services Trust 70468C101 04/17/06 7,038 Meeting For Unitholders and Exchangeable Shareholders 1 Fix Number of Directors at Five For For Mgmt 2 Elect Directors Christopher E. Haslam, For For Mgmt Frederick A. Moore, Lloyd C. Swift, Richard A. Grafton and Curtis W. Whitteron 3 Approve KPMG LLP as Auditors and Authorize For For Mgmt Board to Fix Remuneration of Auditors 05/03/06 - APepsiCo, Inc. *PEP* 713448108 03/10/06 3,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Publish Political Contributions Against Against ShrHoldr In light of the potential costs associated with the requested report, we recommend that shareholders oppose this request. 4 Report on Charitable Contributions Against Against ShrHoldr In this case, we note that Pepsico discloses a significant amount of the information requested by the proponent on its corporate website. Moreover, some aspects of the resolution, including determining the estimated or actual benefits of each charitable contribution may be difficult to produce without significant speculation, and could place a significant burden on the company without providing commensurate value to shareholders. Therefore, ISS does not recommend shareholder support for the resolution at this time. 05/26/06 - APetrochina Company Limited Y6883Q104 04/25/06 114,000 1 Accept Report of the Board of Directors For For Mgmt 2 Accept Report of the Supervisory Committee For For Mgmt 3 Accept Financial Statements and Statutory For For Mgmt Reports 4 Approve Final Dividend For For Mgmt 5 Authorize Board to Distribute Interim For For Mgmt Dividend 6 Reappoint PricewaterhouseCoopers and For For Mgmt PricewaterhouseCoopers Zhong Tian CPAs Company Limited as International and Domestic Auditors Respectively and Authorize Board to Fix Their Remuneration 7 Reelect Zheng Hu as Director For For Mgmt 8 Reelect Franco Bernabe as Independent For For Mgmt Non-Executive Director 9 Approve Issuance of Equity or For Against Mgmt Equity-Linked Securities without Preemptive Rights As the share issuance amount is subject to abuse by Hong Kong companies, in the absence of language restricting both discounts and the authority to refresh the share issuance amounts without prior shareholder approval, a vote against is recommended. 10 Other Business For Against Mgmt Although this item is routine and only those issues that could legally be discussed could be presented for consideration, its approval would create an opportunity for those who attend the meeting to approve changes that are not in the best interests of all shareholders. We recommend that shareholders oppose this item unless the company has provided detailed information about the issues that will be discussed. 04/27/06 - APfizer Inc. *PFE* 717081103 03/01/06 30,400 1 Elect Directors For Split Mgmt 1.1 Elect Director Michael S. Brown --- For 1.2 Elect Director M. Anthony Burns --- For 1.3 Elect Director Robert N. Burt --- For 1.4 Elect Director W. Don Cornwell --- For 1.5 Elect Director William H. Gray, III --- For 1.6 Elect Director Constance J. Horner --- For 1.7 Elect Director William R. Howell --- For 1.8 Elect Director Stanley O. Ikenberry --- For 1.9 Elect Director George A. Lorch --- Withhold 1.10 Elect Director Henry A. McKinnell --- For 1.11 Elect Director Dana G. Mead --- Withhold 1.12 Elect Director Ruth J. Simmons --- For 1.13 Elect Director William C. Steere, Jr. --- For 2 Ratify Auditors For For Mgmt 3 Reduce Supermajority Vote Requirement For For Mgmt ISS maintains that a simple majority of voting shares should be sufficient to effect changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking amendments that are in shareholders' best interests. ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 4 Establish Term Limits for Directors Against Against ShrHoldr ISS agrees with the proponent that in any institution, including a company, it is helpful to have continual turnover of governing trustees or directors to bring in new perspectives. However, a six-year term limit is an arbitrary constraint on a company's governance. Under an effective corporate governance system, shareholders have the right to express their preferences each year by voting on directors at the annual meeting. Thus, shareholders can remove or reelect directors as they see fit. 5 Social Proposal Against Against ShrHoldr Pfizer has implemented several programs to assist in increasing accessibility to their products for the financially needy. Additionally, the company provides information on these discount, subsidy, and assistance programs in its public filings and on the company website. Finally, ISS agrees that linking drug pricing to the inflation rate may place the company at a competitive disadvantage by artificially discounting prices below those of competitors' products and limiting resources to invest in research and development. Therefore, ISS recommends that shareholders vote against this proposal. 6 Restore or Provide for Cumulative Voting Against For ShrHoldr In this case, the company fails to meet all of the aforementioned corporate governance and performance criteria. Specifically, shareholders may not act by written consent and may not call special meetings. The company also underpeformed the Pharmaceutical and Biotechnology industry and the S&P 500 index with respect to the one-year and three-year fiscal total shareholder returns, as noted under the Performance Summary table. Accordingly, the proposal warrants shareholder support. 7 Separate Chairman and CEO Positions Against For ShrHoldr Based on the above factors, the company met all the above conditions with the except of the performance test. Specifically, the company underperformed the Pharmaceutical and Biotechnology industry and the S&P 500 index based on its one-year and three-year total shareholder returns as seen under the Performance Summary table. ISS believes this proposal warrants shareholder support. 8 Report on Political Contributions Against Against ShrHoldr In the case of Pfizer, ISS notes that the company discusses its policies on political contributions on the company website and these policies appear to meet with and, in many cases, exceed industry standards. Specifically, Pfizer's policy statement discloses guidelines for what type of organizations it will contribute to, the company's broad business strategy behind its political activity, and the specific oversight and accountability controls related to this issue. Additionally, the company provides a semiannual report disclosing its corporate contributions and the contributions of its PAC. Furthermore, the company does not appear to be the subject of any recent, significant controversy, fines, or litigation resulting from political action or contributions from it or its employee sponsored PACs. Therefore, it is our opinion that information provided on Pfizer's website provides shareholders with sufficient insight into the company's contributions, policies, and controls. Therefore, ISS does not believe that additional reporting on this matter is warranted at this time. 9 Report on Animal Welfare Policy Against Against ShrHoldr In this case, Pfizer has established publicly available policies addressing issues of animal welfare. These policies include strict compliance with applicable legislation, training programs for employees involved in animal testing, commitments to limiting the use of animal testing, and brief discussion of oversight and remediation for non-compliance. While these policies do not directly address certain issues to the degree requested by the proponent, they do appear to be comparable to policies at other companies in the same industry. Moreover, there does not appear to be any recent, significant fines or litigation on the issue of animal welfare at Pfizer that are indicative of systematic problems with the company's animal welfare policies, or suggesting that the company lags behind industry peers on this subject. Finally, ISS is concerned with the structure of this resolution. Beyond asking for a feasibility study evaluating the merits of amending the company's Laboratory Animal Care and Use Policy, compliance with resolution also implies that the company must apply this policy to its contract labs, oversee adherence to the policy, and publish an annual report outlining contractor compliance. These additional measures could place a significant burden on the company or complicate the company's contractual agreements with the external laboratories that it retains for certain animal testing programs. Therefore, we do not recommend shareholder support for this resolution. 10 Reort on Animal-based Testing Against Against ShrHoldr This resolution specifically asks the company to justify what the gap between its stated policy to support in vitro testing methods and certain contributions that the company has made that appear support live animal testing. Pfizer has developed a policy that calls for utilizing in vitro testing wherever possible provided it complies with regulations and does not effect the analysis of treatment effectiveness or patient safety. The company states that the intent of the funding was to improve the quality of live animal testing, not the advancement of live animal testing in general. Moreover, while the company has committed to using in vitro methods when feasible, it does not support a policy that call for ceasing live animal testing altogether. Therefore, ISS does not believe that the contributions noted by the proponent conflict with this policy per se. As such, we do not believe that additional discussion of topic is necessary. 04/25/06 - APNC Financial Services Group, Inc. 693475105 02/28/06 5,300 *PNC* 1 Elect Directors For For Mgmt 1.1 Elect Director Mr. Chellgren --- For We recommend a vote FOR the directors. 1.2 Elect Director Mr. Clay --- For 1.3 Elect Director Mr. Cooper --- For 1.4 Elect Director Mr. Davidson --- For 1.5 Elect Director Ms. James --- For 1.6 Elect Director Mr. Kelson --- For 1.7 Elect Director Mr. Lindsay --- For 1.8 Elect Director Mr. Massaro --- For 1.9 Elect Director Mr. O'Brien --- For 1.10 Elect Director Ms. Pepper --- For 1.11 Elect Director Mr. Rohr --- For 1.12 Elect Director Ms. Steffes --- For 1.13 Elect Director Mr. Strigl --- For 1.14 Elect Director Mr. Thieke --- For 1.15 Elect Director Mr. Usher --- For 1.16 Elect Director Mr. Walls --- For 1.17 Elect Director Mr. Wehmeier --- For 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.28 percent is within the allowable cap for this company of 7.48 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 04/20/06 - APPG Industries, Inc. *PPG* 693506107 02/17/06 6,887 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 4.80 percent is within the allowable cap for this company of 9.14 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 04/28/06 - APPL Corp. *PPL* 69351T106 02/28/06 9,960 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For Mgmt 4 Adopt Simple Majority Vote Against For ShrHoldr ISS supports, where permitted under state law, the application of a simple majority voting requirement for most corporate actions. ISS maintains that a simple majority of voting shares should be sufficient to effect major transactions and changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking initiatives that are in shareholders' best interests. We support shareholder proposals seeking to eliminate supermajority vote requirements, as they could serve as entrenchment devices for management and therefore are not in the shareholders' best interest. 05/01/06 - AProtective Life Corp. *PL* 743674103 03/03/06 6,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/07/06 - AQBE Insurance Group Ltd. *QBE* Q78063114 04/05/06 5,081 1 Receive Financial, Directors', and None None Mgmt Auditor's Reports for the Year Ended Dec. 31, 2005 2a Elect John Cloney as Director For For Mgmt 2b Elect Belinda Hutchinson as Director For For Mgmt 2c Elect Irene Lee as Director For For Mgmt 3 Elect Isabel Hudson as Director For For Mgmt 4 Adopt the Remuneration Report for the Year For For Mgmt Ended Dec. 31, 2005 5 Approve the Grant of Conditional Rights For Against Mgmt and Options Over the Company's Ordinary Shares Under the 2005 Long Term Incentive Scheme to the Chief Executive Officer Recommendation: A vote against this resolution is recommended. This recommendation has been made because the exercise of incentives is not subject to performance hurdles that relate to future performance. The rights and options to be granted are issued based on performance over the preceding financial year (i.e., a single year of return on equity performance) and require no future out performance of hurdles (other than, in the case of the options, the exercise price). A senior executive long-term incentive plan should have demanding performance hurdles in order to satisfy accepted standards of corporate governance in Australia. For example, the IFSA Executive Share and Option Scheme Guidelines recommend that executive incentive plans contain performance hurdles that provide incentives to executives to bring about "materially improved company performance in terms of medium to long-term growth of the company and resulting shareholder value." QBE's approach is inconsistent with the IFSA Guidelines, which expressly recommend a focus on future performance: - "Incentive schemes serve to align the interests of executives with shareholders through providing direct participation in the benefits of future company performance." - "Executive incentive schemes should be designed to reward future superior performance. Companies should develop executive incentive schemes that provide incentives and rewards based on materially improved company performance in terms of medium to long-term growth of the company and resulting shareholder value." 6 Approve the Issue or Transfer of Equity For Against Mgmt Securities Under the Long Term Incentive Scheme to a Participant in Equitable Circumstances For the same reasons given above for Item 5, a vote against this resolution is recommended as well. 7 Renew the Company's Proportional Takeover For For Mgmt Approval Provisions 8 Amend the Officer Indemnity Provisions of For For Mgmt the Company's Constitution 05/16/06 - AQuestar Corp. *STR* 748356102 03/20/06 6,500 1 Elect Directors For For Mgmt 05/25/06 - AR. R. Donnelley & Sons Co. *RRD* 257867101 04/01/06 11,600 1 Elect Directors For Split Mgmt 1.1 Elect Director Thomas S. Johnson --- For We recommend a vote FOR the directors with the exception of independent outsider Norman H. Wesley. We recommend that shareholders WITHHOLD votes from Norman H. Wesley for sitting on more than three boards. 1.2 Elect Director John C. Pope --- For 1.3 Elect Director Lionel H. Schipper, C.M. --- For 1.4 Elect Director Norman H. Wesley --- Withhold 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr 03/23/06 - ARautaruukki Oy X72559101 03/13/06 11,750 Matters Pertaining to the AGM as Stated in the Company's Articles of Association (Items 1.1-1.10) 1.1 Receive Financial Statements and Statutory None Mgmt Reports 1.2 Receive Auditors' Report None Mgmt 1.3 Receive Supervisory Board Report None Mgmt 1.4 Accept Financial Statements and Statutory For Mgmt Reports 1.5 Approve Allocation of Income and Dividends For Mgmt of EUR 1.40 Per Share 1.6 Approve Discharge of Board and President For Mgmt 1.7 Approve Remuneration of Supervisory Board, For Mgmt Board of Directors, and Auditors 1 Elect Supervisory Board Member For Mgmt 1 Elect Directors For Mgmt 1.10 Reelect Ernst & Young Oy as Auditor For Mgmt 2 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 3 Authorize Reissuance of Repurchased Shares For Mgmt Shareholder Proposal 4 Shareholder Proposal: Dissolve Supervisory For ShrHoldr Board Ordinary Business 5 Amend Articles Re: Remove Provision For Mgmt Allowing Chairman of Supervisory Board to Be Present at Meetings of Board of Directors Shareholder Proposal 6 Shareholder Proposal: Establish a None ShrHoldr Nominating Committee Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/03/06 - AReynolds American Inc *RAI* 761713106 03/06/06 11,290 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Conduct Study on Youth Smoking Against Against ShrHoldr ISS generally supports information that increases shareholder awareness of potential risks and opportunities associated with their investment; however, this disclosure should be balanced with the cost associated with gathering and publishing the data, the level of existing information available, and the feasibility of complying with the structure of the proposal. In light of the potentially negative impact that the branding and marketing of flavored cigarettes may have at the company and other tobacco companies, we believe that this issue warrants close attention by the company's board of directors. That said, ISS is concerned with the structure of this resolution, specifically the aspect requesting that the company cease research, development, and marketing of a specific product line. While we note that the company's line of flavored tobacco products does not appear to comprise a large portion of its overall revenues, such decisions could have a negative impact on shareholder value. As such, we do not recommend shareholder support for this resolution. 4 Support Legislation to Reduce Smoking Against Against ShrHoldr Generally speaking, ISS believes that public agencies are the appropriate forum for discussion on tax policies or regulations regarding public smoking. Furthermore, ISS is concerned that taking active positions to support certain issues related to smoking may have a negative impact on the company's business, and questions the short-term and long-term impact on shareholder value that may result from compliance with this proposal. As such, we do not recommend shareholder support for the resolution. 04/28/06 - ARowan Companies, Inc. *RDC* 779382100 03/01/06 8,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/22/06 - ARoyal & Sun Alliance Insurance Group G8566X133 None 20,791 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of 3.05 Pence Per For For Mgmt Ordinary Share 3 Reappoint PricewaterhouseCoopers LLP as For For Mgmt Auditors and Authorise the Board to Determine Their Remuneration 4 Re-elect John Napier as Director For For Mgmt 5 Re-elect Andy Haste as Director For For Mgmt 6 Elect Bridget McIntyre as Director For For Mgmt 7 Approve Remuneration Report For For Mgmt 8 Approve Royal & Sun Alliance Insurance For For Mgmt Group plc 2006 Long-Term Incentive Plan 9 Approve EU Political Organisations For For Mgmt Donations up to GBP 100,000 and Incur EU Political Expenditure up to GBP 100,000 The proposed LTIP meets current good practice regarding the threshold vesting level, the absence of retesting and dilution limits. All sections except for the Restricted Shares section include stretching performance targets (which provide a higher level of reward for higher levels of performance). Vesting for good leavers and corporate events, including a change-in-control, that is normally pro rated for time and performance, is also in accordance with best practice. 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 444,103,794 11 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 40,365,569 12 Authorise 293,567,775 Ordinary Shares for For For Mgmt Market Purchase 04/11/06 - ARoyal KPN NV N4297B146 04/04/06 38,736 1 Open Meeting None Mgmt 2 Receive Report of Management Board None Mgmt 3 Discussion on Company's Corporate None Mgmt Governance Structure 4 Approve Financial Statements and Statutory For Mgmt Reports 5 Receive Explanation on Company's Reserves None Mgmt and Dividend Policy 6 Approve Dividends of EUR 0.45 Per Share For Mgmt 7 Approve Discharge of Management Board For Mgmt 8 Approve Discharge of Supervisory Board For Mgmt 9 Amend Articles Re: Approve Conversion of For Mgmt Special Share into Two Ordinary Shares of EUR 0.24 Each; Delete Reference to Special Share; Other Amendments 10 Ratify PricewaterhouseCoopers Accountants For Mgmt N.V. as Auditors 11 Amend Remuneration Policy of Management For Mgmt Board 12 Receive Notification of Appointment of E. None Mgmt Blok and S.P. Miller to Management Board 13 Opportunity to Nominate Supervisory Board None Mgmt Member 14 Elect D.I. Jager to Supervisory Board For Mgmt 15 Announce Vacancies on Supervisory Board None Mgmt 16 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 17 Grant Board Authority to Issue Ordinary For Mgmt Shares Up To 10 Percent of Issued Share Capital 18 Grant Board Authority to Issue All For Mgmt Authorized yet Unissued Class B Preferred Shares 19 Approve Reduction in Share Capital via For Mgmt Cancellation of Shares 20 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/03/06 - ARussel Metals Inc. *RUS.* 781903604 03/21/06 12,500 1 Elect Directors For For Mgmt 2 Authorize Board to Fill Director Vacancies For For Mgmt This item will allow the board of directors to fill any vacancy which may occur in the foregoing slate of directors. ISS does not oppose granting directors this authority. 3 Approve Deloitte & Touche LLP as Auditors For For Mgmt and Authorize Board to Fix Remuneration of Auditors 05/31/06 - ASanofi-Aventis (Formerly F5548N101 None 854 Sanofi-Synthelabo ) Ordinary Business 1 Approve Financial Statements and Statutory For Mgmt Reports 2 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 3 Approve Allocation of Income and Dividends For Mgmt of EUR 1.52 per Share 4 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 5 Reelect Lord Douro as Director For Mgmt 6 Elect Gerard Le Fur as Director For Mgmt 7 Ratify Ernst & Young Audit as Auditor For Mgmt 8 Ratify Auditex as Alternate Auditor For Mgmt 9 Approve Remuneration of Directors in the For Mgmt Aggregate Amount of EUR 1.2 Million 10 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital Special Business 11 Approve Merger by Absorption of Rhone For Mgmt Cooper by Sanofi-Aventis, Approve its Remuneration, and Approve Capital Increase in Connection with the Merger 12 Allocation of Merger Premium For Mgmt 13 Acknowledge Definitive Realisation of For Mgmt Merger on May 31, 2006, and Capital Increase in Connection with the Merger 14 Amend Articles of Association Re: Change For Mgmt in Capital Pursuant to Items Above 15 Amend Articles of Association Board For Mgmt Related Re: Term of Mandate of Chairman 16 Authorize Filling of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/27/06 - ASanPaolo Imi Spa T8249V104 04/24/06 8,858 Ordinary Business 1 Approve Financial Statements at Dec. 31, For Mgmt 2005, Statutory Reports, and Allocation of Income 2 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares for Employees of SanPaolo Imi and Its Subsidiaries 3 Approve Remuneration of Directors For Mgmt 4 Modify Rules Governing General Meetings For Mgmt Special Business 1 Authorize Capitalization of Reserves In For Mgmt the Amount of EUR 168.4 Million for an Increase in Par Value; Amend Article 6 of Company's bylaws Accordingly Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/03/06 - ASchneider Electric SA (Formerly F86921107 None 989 Schneider SA) Ordinary Business 1 Approve Financial Statements and Statutory For Mgmt Reports 2 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 3 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 4 Approve Allocation of Income and Dividends For Mgmt of EUR 2.25 per Share 5 Ratify Appointment and Elect Noel Forgeard For Mgmt as Director 6 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital Special Business 7 Adopt Two-Tiered Board Structure and Amend For Mgmt Articles of Association Accordingly 8 Amend Articles of Association Re: For Mgmt Shareholding Disclosure Threshold Ordinary Business 9 Elect Henri Lachmann as Supervisory Board For Mgmt Member 10 Elect Alain Burq as Supervisory Board For Mgmt Member 11 Elect Gerard de La Martiniere as For Mgmt Supervisory Board Member 12 Elect Rene de La Serre as Supervisory For Mgmt Board Member 13 Elect Noel Forgeard as Supervisory Board For Mgmt Member 14 Elect Jerome Gallot as Supervisory Board For Mgmt Member 15 Elect Willy Kissling as Supervisory Board For Mgmt Member 16 Elect Cathy Kopp as Supervisory Board For Mgmt Member 17 Elect James Ross as Supervisory Board For Mgmt Member 18 Elect Chris Richardson as Supervisory For Mgmt Board Member 19 Elect Piero Sierra as Supervisory Board For Mgmt Member 20 Elect Serge Weinberg as Supervisory Board For Mgmt Member 21 Approve Remuneration of Supervisory Board For Mgmt Members in the Aggregate Amount of EUR 800,000 Special Business 22 Delegation of Authority to the Management For Mgmt Board to Increase Capital 23 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares 24 Approve Stock Option Plans Grants For Mgmt 25 Authorize up to 0.5 Percent of Issued For Mgmt Capital for Use in Restricted Stock Plan 26 Approve Employee Savings-Related Share For Mgmt Purchase Plan 27 Approve Capital Increase Reserved for For Mgmt Entity Submitted to French or Foreign Law Made up in Favor of Group Employees-Related Share Purchase Plan 28 Authorize Filling of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 07/28/05 - AScottish & Southern Energy Plc G7885V109 None 10,400 (frm.Hydro Electric Power PLC 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt We are not raising any concerns in respect of remuneration at this Company. 3 Approve Final Dividend of 30.3 Pence Per For For Mgmt Ordinary Share 4 Re-elect Colin Hood as Director For For Mgmt 5 Re-elect Rene Medori as Director For For Mgmt 6 Re-elect Sir Robert Smith as Director For For Mgmt Sir Robert Smith joined the Board as a NED in 2003. He became Chairman of the Board on 1 January 2005. In accordance with the Combined Code, he was considered independent upon appointment. 7 Reappoint KPMG Audit Plc as Auditors of For For Mgmt the Company 8 Authorise Board to Fix Remuneration of the For For Mgmt Auditors 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 143,137,431 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 21,470,614 11 Authorise 85,880,075 Ordinary Shares for For For Mgmt Market Purchase 07/22/05 - AScottish Power PLC G79314129 None 23,100 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt We are not raising any major concerns in relation to remuneration at ScottishPower. 3 Re-elect Charles Berry as Director For For Mgmt 4 Re-elect Donald Brydon as Director For For Mgmt 5 Re-elect Nolan Karras as Director For For Mgmt 6 Reappoint PricewaterhouseCoopers LLP as For For Mgmt Auditors and Authorise the Board to Determine Their Remuneration 7 Authorise the Company to Make EU Political For For Mgmt Donations up to GBP 80,000 and to Incur EU Political Expenditure up to GBP 20,000 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 310,961,355 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 46,644,203 10 Authorise 186,576,813 Ordinary Shares for For For Mgmt Market Purchase 11 Adopt New Articles of Association For For Mgmt 07/22/05 - SScottish Power PLC G79314129 None 23,100 1 Approve Sale of PacifiCorp For For Mgmt 04/28/06 - ASenior Plc (frm. Senior Engineering G8031U102 None 55,967 Group plc) 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 1.35 Pence Per For For Mgmt Share 4 Re-elect Mark Rollins as Director For For Mgmt 5 Re-elect Michael Sheppard as Director For For Mgmt 6 Elect Ian Much as Director For For Mgmt 7 Reappoint Deloitte & Touche LLP as For For Mgmt Auditors and Authorise the Board to Determine Their Remuneration 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 10,800,000 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 1,620,000 10 Authorise 32,400,000 Ordinary Shares for For For Mgmt Market Purchase 06/15/06 - ASeverfield-Rowen Plc (frm. Severfield G80568101 None 3,539 Reeve) 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of 24.50 Pence Per For For Mgmt Ordinary Share 3 Approve Remuneration Report For For Mgmt 4 Re-elect Peter Levine as Director For For Mgmt 5 Re-elect Peter Emerson as Director For For Mgmt 6 Re-elect Peter Ellison as Director For For Mgmt 7 Re-elect John Featherstone as Director For For Mgmt 8 Reappoint Deloitte & Touche LLP as For For Mgmt Auditors and Authorise the Board to Determine Their Remuneration 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 673,265 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 102,010 11 Authorise 2,040,197 Ordinary Shares for For For Mgmt Market Purchase 05/11/06 - ASimon Property Group, Inc. *SPG* 828806109 03/09/06 22,400 1 Elect Directors For Split Mgmt 1.1 Elect Director Birch Bayh --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Birch Bayh. We recommend that shareholders WITHHOLD votes from Birch Bayh for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Melvyn E. Bergstein --- For 1.3 Elect Director Linda Walker Bynoe --- For 1.4 Elect Director Karen N. Horn, Ph.D. --- For 1.5 Elect Director Reuben S. Leibowitz --- For 1.6 Elect Director J. Albert Smith, Jr. --- For 1.7 Elect Director Pieter S. van den Berg --- For 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 2.16 percent is within the allowable cap for this company of 5.00 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 4 Require a Majority Vote for the Election Against For ShrHoldr of Directors ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 05/17/06 - ASL Green Realty Corp. *SLG* 78440X101 03/15/06 4,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/10/06 - ASmit Internationale N81047164 05/03/06 2,977 1 Open Meeting None Mgmt 2 Receive Report of Management Board None Mgmt 3 Approve Financial Statements and Statutory For Mgmt Reports 4 Receive Explanation on Company's Reserves None Mgmt and Dividend Policy 5 Approve Dividends of EUR 2.50 Per Share For Mgmt 6 Approve Discharge of Management Board For Mgmt 7 Approve Discharge of Supervisory Board For Mgmt 8 Approve Remuneration of Supervisory Board For Mgmt 9 Ratify KPMG Accountants N.V. as Auditors For Mgmt 10 Reelect H.C.P. Noten to Supervisory Board For Mgmt 11 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 12 Grant Board Authority to Issue Shares Up For Mgmt To 10 Percent of Issued Capital and Restricting/Excluding Preemptive Rights 13 Receive Announcements (non-voting) None Mgmt 14 Allow Questions None Mgmt 15 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/30/06 - ASociete Generale F43638141 None 1,230 Ordinary Business 1 Approve Financial Statements and Statutory For Mgmt Reports 2 Approve Allocation of Income and Dividends For Mgmt of EUR 4.50 per Share 3 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 4 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 5 Reelect Robert A. Day as Director For Mgmt 6 Reelect Elie Cohen as Director For Mgmt 7 Elect Gianemilio Osculati as Director For Mgmt 8 Elect Luc Vandevelde as Director For Mgmt 9 Approve Remuneration of Directors in the For Mgmt Aggregate Amount of EUR 750,000 10 Ratify Deloitte & Associes as Auditor For Mgmt 11 Ratify Ernst & Young Audit as Auditor For Mgmt 12 Ratify Alain Pons as Alternate Auditor For Mgmt 13 Ratify Gabriel Galet as Alternate Auditor For Mgmt 14 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital Special Business 15 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 220 Million 16 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 110 Million 17 Authorize Board to Increase Capital in the For Mgmt Event of Demand Exceeding Amounts Submitted to Shareholder Vote Above 18 Authorize Capital Increase of up to 10 For Mgmt Percent of Issued Capital for Future Acquisitions 19 Approve Employee Savings-Related Share For Mgmt Purchase Plan 20 Approve Stock Option Plans Grants For Mgmt 21 Authorize up to Two Percent of Issued For Mgmt Capital for Use in Restricted Stock Plan 22 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares 23 Authorize Filling of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 02/15/06 - SSPAREBANKEN NORD-NORGE R8288N106 None 7,180 Meeting for Holders of Primary Capital Certificates 1 Elect Four Members and Four Deputy Members For For Mgmt of Committee of Representatives 2 Elect One Member and One Deputy Member as For For Mgmt Supplementary Members of Committee of Representatives 3 Elect One Member and Two Deputy Members of For For Mgmt Nominating Committee 02/07/06 - SSPAREBANKEN ROGALAND R83378100 None 2,380 Meeting for Holders of Primary Capital Certificates 1 Elect 6 Members and 5 Deputy Members of For For Mgmt Committee of Representatives 2 Receive Information About Company's None Mgmt Results for 2005 3 Other Business (Non-Voting) None Mgmt 07/13/05 - ASprint Nextel Corp *S* 852061100 05/20/05 13,340 1 Increase Authorized Common Stock For For Mgmt The requested increase of 3,500,000,000 shares is below the allowable threshold of 5,000,000,000 shares. 2 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt While ISS does not support limiting the ability of shareholders to vote on important transactions, nevertheless we recognize that the approval of this proposal is required for completion of the merger. Given that we are supportive of the merger, on balance, we recommend that shareholders approve this proposal. 3 Change Company Name For For Mgmt 4 Issue Shares in Connection with an For For Mgmt Acquisition Based on our review of the terms of the transaction and the factors described above, we believe that the share issuance warrants shareholder support. 5 Adjourn Meeting For For Mgmt Given that we are supportive of the merger, we recommend that shareholders support this adjournment proposal. 6 Elect Directors For For Mgmt 7 Ratify Auditors For For Mgmt 8 Review Executive Compensation Against For ShrHoldr Conclusion While ISS recognizes that Sprint has to remain competitive, nevertheless we believe that shareholders should have the opportunity to vote on such matters. In this case, the proposal provides for retrospective approval and therefore does not preclude Sprint from entering into agreements with potential executives. 05/02/06 - AStarwood Hotels & Resorts Worldwide, 85590A203 03/14/06 8,000 Inc. *HOT* 1 Elect Directors For Split Mgmt 1.1 Elect Director Steven J. Heyer --- Withhold We recommend a vote for Lizanne Galbreath, but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from insider Steven J. Heyer, independent outsiders Charlene Barshefsky, Jean-Marc Chapus, Bruce W. Duncan, Eric Hippeau, Stephen R. Quazzo, Thomas O. Ryder, Daniel W. Yih and Kneeland C. Youngblood for failure to implement a majority-approved shareholder proposal on confidential voting. 1.2 Elect Director Charlene Barshefsky --- Withhold 1.3 Elect Director Jean-Marc Chapus --- Withhold 1.4 Elect Director Bruce W. Duncan --- Withhold 1.5 Elect Director Lizanne Galbreath --- For 1.6 Elect Director Eric Hippeau --- Withhold 1.7 Elect Director Stephen R. Quazzo --- Withhold 1.8 Elect Director Thomas O. Ryder --- Withhold 1.9 Elect Director Daniel W. Yih --- Withhold 1.10 Elect Director Kneeland C. Youngblood --- Withhold 2 Ratify Auditors For For Mgmt 09/14/05 - SStorebrand ASA (formerly Uni R85746106 None 11,200 Storebrand) 1 Approve NOK 98.3 Million Reduction in For For Mgmt Share Capital via Share Cancellation 05/03/06 - ASummit Real Estate Investment Trust 865916100 03/07/06 10,700 *SMU.U* 1 Elect Directors For For Mgmt 2 Approve Deloitte & Touche LLP as Auditors For For Mgmt and Authorize Board to Fix Remuneration of Auditors 3 Amend Declaration of Trust Re: Asset For For Mgmt Allocation 4 Amend Declaration of Trust Re: Mortgages For For Mgmt 5 Amend Declaration of Trust Re: Guarantees For For Mgmt 6 Amend Declaration of Trust Re: Investment For For Mgmt in Mortgages 7 Amend Declaration of Trust Re: Leasing For For Mgmt Concentration 8 Amend Declaration of Trust Re: Replacing For For Mgmt Equity-Based Ratios with Asset-Based Ratios 9 Amend Declaration of Trust Re: For For Mgmt Distributable Income 10/26/05 - ASuncorp-Metway Limited (formerly Q8802S103 10/24/05 7,470 Metway Ltd.) *SUN* 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3a Elect Cherrell Hirst as Director For For Mgmt 3b Elect Christopher Skilton as Director For For Mgmt 3c Elect Zygmunt Switkowski as Director For For Mgmt 05/02/06 - ASunstone Hotel Investors, Inc. *SHO* 867892101 03/20/06 18,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/18/06 - ASunTrust Banks, Inc. *STI* 867914103 02/28/06 8,100 1 Elect Directors For Split Mgmt 1.1 Elect Director J. Hyatt Brown --- Withhold We recommend a vote FOR the directors with the exception of J. Hyatt Brown, from whom we recommend shareholders WITHHOLD votes for sitting on more than three boards while serving as a CEO. 1.2 Elect Director Alston D. Correll --- For 1.3 Elect Director David H. Hughes --- For 1.4 Elect Director E. Neville Isdell --- For 1.5 Elect Director G. Gilmer Minor, III --- For 1.6 Elect Director Thomas M. Garrott --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 05/12/06 - ATanger Factory Outlet Centers, Inc. 875465106 03/27/06 4,500 *SKT* 1 Elect Directors For Split Mgmt 1.1 Elect Director Stanley K. Tanger --- Withhold We recommend a vote FOR the directors with the exception of insiders Stanley K. Tanger and Steven B. Tanger and affiliated outsider Thomas E. Robinson. We recommend that shareholders WITHHOLD votes from Stanley K. Tanger and Steven B. Tanger for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Thomas E. Robinson for failure to establish a majority independent board and for standing as an affiliated outsider on the Compensation and Nominating committees. 1.2 Elect Director Steven B. Tanger --- Withhold 1.3 Elect Director Jack Africk --- For 1.4 Elect Director William G. Benton --- For 1.5 Elect Director Thomas E. Robinson --- Withhold 1.6 Elect Director Allan L. Schuman --- For 04/26/06 - ATerna SPA T9471R100 04/21/06 31,744 Annual Meeting Agenda 1 Accept Financial Statements, Statutory For Mgmt Reports and Consolidated Financial Statements 2 Approve Allocation of Income For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/20/06 - AThe Black & Decker Corp. *BDK* 091797100 02/21/06 4,500 1 Elect Directors For For Mgmt 1.1 Elect Director N.D. Archibald --- For We recommend a vote FOR the directors. 1.2 Elect Director N.R. Augustine --- For 1.3 Elect Director B.L. Bowles --- For 1.4 Elect Director G.W. Buckley --- For 1.5 Elect Director M.A. Burns --- For 1.6 Elect Director K.B. Clark --- For 1.7 Elect Director M.A. Fernandez --- For 1.8 Elect Director B.H. Griswold, Iv --- For 1.9 Elect Director A. Luiso --- For 1.10 Elect Director R.L. Ryan --- For 1.11 Elect Director M.H. Willes --- For 2 Ratify Auditors For For Mgmt 3 Performance-Based and/or Time-Based Equity Against For ShrHoldr Awards In conclusion, the company's annual and long-term incentive programs do not sufficiently meet the proponent's requirements. Therefore, ISS supports this shareholder proposal. 04/25/06 - AThe Chubb Corp. *CB* 171232101 03/06/06 3,904 1 Elect Directors For For Mgmt 1.1 Elect Director Zoe Baird --- For We recommend a vote FOR all directors. 1.2 Elect Director Sheila P. Burke --- For 1.3 Elect Director James I. Cash, Jr. --- For 1.4 Elect Director Joel J. Cohen --- For 1.5 Elect Director James M. Cornelius --- For 1.6 Elect Director John D. Finnegan --- For 1.7 Elect Director Klaus J. Mangold --- For 1.8 Elect Director Sir David G. Scholey --- For 1.9 Elect Director Raymond G.H. Seitz --- For 1.10 Elect Director Lawrence M. Small --- For 1.11 Elect Director Daniel E. Somers --- For 1.12 Elect Director Karen Hastie Williams --- For 1.13 Elect Director Alfred W. Zollar --- For 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For Mgmt 4 Require a Majority Vote for the Election Against For ShrHoldr of Directors 5 Report on Political Contributions Against Against ShrHoldr We agree with management on this issue. The laws that govern a company's political activities and the company's commitment to employees' rights regarding political activities are stringent enough to ensure political nonpartisanship. 04/19/06 - AThe Coca-Cola Company *KO* 191216100 02/21/06 11,500 1 Elect Directors For Split Mgmt 1.1 Elect Director Herbert A. Allen --- For We recommend that shareholders vote FOR the directors with the exception of independent outsider Barry Diller. We recommend that shareholders WITHHOLD votes from Barry Diller for sitting on more than three boards. 1.2 Elect Director Ronald W. Allen --- For 1.3 Elect Director Cathleen P. Black --- For 1.4 Elect Director Barry Diller --- Withhold 1.5 Elect Director E. Neville Isdell --- For 1.6 Elect Director Donald R. Keough --- For 1.7 Elect Director Donald F. McHenry --- For 1.8 Elect Director Sam Nunn --- For 1.9 Elect Director James D. Robinson, III --- For 1.10 Elect Director Peter V. Ueberroth --- For 1.11 Elect Director James B. Williams --- For 2 Ratify Auditors For For Mgmt 3 Amend Restricted Stock Plan For For Mgmt The additional performance criteria proposed are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Moreover, preservation of the full deductibility under Section 162(m) of performance-based compensation paid to the company's executive officers reduces the company's corporate tax obligation. 4 Report on Charitable Contributions Against Against ShrHoldr ISS generally believes that charitable contributions are beneficial to the company when they are donated in good faith and in the absence of gross negligence or self-dealing of management. This resolution is specifically calling for some detailed disclosure on Coca Cola's contributions. When faced with proposals that ask for increased disclosure, ISS generally evaluates the scope and format of the resolution, the potential cost associated with the requested report, the degree to which the requested information is duplicative of existing disclosure, and the potential impact that the issues at hand may have on shareholder value. In this case, we note that Coca Cola discloses a significant amount of the information requested by the proponent on its corporate website, in the 2004 Corporate Responsibility Report and through other public sources. Moreover, some aspects of the resolution, including determining the estimated or actual benefits of each charitable contribution may be difficult to produce without significant speculation, and could place a significant burden on the company without providing commensurate value to shareholders. Therefore, ISS does not recommend shareholder support for the resolution at this time. 5 Review/ Report on Recycling Policy Against Against ShrHoldr In this case, the proponent is asking Coca-Cola to report to shareholders on the feasibility of achieving a recovery rate quantified by the company for beverage containers as well as discussion on the company's positions related to container deposit systems and industry recycling goals. ISS agrees with the company that controlling and measuring the external factors that contribute to recovery and recycling programs could be costly and potentially difficult to implement. Additionally, while Coca Cola does not go into the level of detail requested by the proponents, it does provide some discussion on its policies related to recycling on the company website and in its Citizenship Report. Therefore, we encourage the company to continue improving on its recycling efforts; however, given the company's current level of participation in initiatives to increase recycling, discussion outlining its existing policies and programs on this topic, and its compliance with laws and regulations surrounding recycling, we do not recommend shareholder support for the resolution at this time. 6 Performance-Based and/or Time-Based Equity Against For ShrHoldr Awards Approval of this proposal by shareholders would require the board to obtain shareholder approval before accelerating the vesting of outstanding restricted stock and performance share units granted under the company's equity plans. In light of the company's history of accelerating the vesting of awards for departing executives coupled with the board's continued ability to modify or waive vesting requirements without shareholder approval under the company's 1989 plan, ISS believes shareholder support of this proposal is warranted. 7 Report on Environmental Liabilities in Against Against ShrHoldr India In this case, the proponent is requesting that the company evaluate the potential environmental and public health damage associated with utilizing ground water in regions that suffer from a water shortage. Specifically, the resolution is asking that the company evaluate the feasibility of refraining from the use of ground water in India. ISS believes that the proponent raises some significant issues regarding the impact that local protests and associated pressure from government officials may have on the company's operations. However, we also note that the company has provided significant discussion on issues related to water quality and scarcity in its public filings and on the corporate website. Moreover, Coca-Cola, its subsidiaries, and affiliates are involved in numerous initiatives in India to improve water quality and the availability of fresh water in water-scarce regions, and have committed to collaborative programs to seek improved methods of addressing these concerns. As such, while ISS agrees with the proponent that water scarcity in India and other global markets may have a significant impact on the company, we also believe that Coca-Cola has provided a substantial amount of information for shareholders to review when considering these risks. Therefore, we do not believe that the additional reporting requested by this resolution is warranted at this time. 8 Sponsor Independent Inquiry into Against Against ShrHoldr Operations in Columbia ISS believes that the company should carefully evaluate this issue and continue to look at ways to improve disclosure on policies and programs implemented to address issues of international workplace human rights in markets that are exposed to social unrest or violence. Such disclosure could help mitigate the company's exposure to costly litigation and damage to Coca-Cola's brand image. A proactive approach to the issue could be increasingly important for Coca Cola based on the potential for significant cost, loss of market share, and damage to Coca Colas brand image resulting from boycotts. That said, we are concerned with the structure of this resolution and question the value to shareholders of establishing a board committee to sponsor an additional investigation into the operations of the company's affiliates in Columbia. Sponsoring an independent inquiry into these allegations could be costly to the company and may not produce findings substantially different from Coca-Cola's internal investigation into the matter, the judicial reviews conducted by the Columbian Attorney General's office and court system, or the investigation conducted by CSCC, a third party audit firm. Moreover, the company has invited the ILO to conduct an independent evaluation of their Columbian operations and disclose its findings to the public, and committed to the adoption and implementation of improved labor relations standards and a dedicated policy on workplace rights. Finally, while ISS believes that Coca Cola could benefit from continued improvements to its policies, procedures, and disclosure related to these issues, we note that the company does provide some detailed discussion on the issue background and its operations and initiatives in Columbia on the Internet. While this information does not directly address all of the proponents' concerns, it does provide substantial insight into the issue for investors and stakeholders to evaluate. Therefore, we urge the company to continue the development of policy and programs to address concerns associated with workplace labor rights standards. Therefore, considering the format of this resolution, the level of disclosure at Coca-Cola on existing and developing initiatives designed to improve and protect human rights, and the company's commitment to further independent examination of these allegations, we do not believe that shareholder support for this resolution is warranted. 04/19/06 - AThe Colonial BancGroup, Inc. *CNB* 195493309 02/21/06 11,500 1 Elect Directors For For Mgmt 2 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt The proposed changes are mainly administrative in nature and will have no material impact on shareholders. Allowing the board to have a Chairman who is not also the CEO of the company will allow the board more flexibility in determining future independent chairman candidates. 3 Approve Omnibus Stock Plan For For Mgmt Approval of this item would allow the company to preserve the tax deductibility of performance-based compensation under Section 162(m). ISS recommends a vote FOR this proposal. 05/19/06 - AThe Commerce Group, Inc. *CGI* 200641108 03/24/06 5,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/06 - AThe Dow Chemical Company *DOW* 260543103 03/13/06 10,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Remediation Policies in Bhopal Against Against ShrHoldr Conclusion ISS believes that this resolution merits consideration based on the impact of the tragic accident in Bhopal on thousands of people, and the potential affect that reputational damage may have on the company's operations in Asia. That said, ISS notes that the company has disclosed certain information on Bhopal both on the Dow Chemical website and on www.bhopal.com http://www.bhopal.com/, a website sponsored by Union Carbide specifically discussing information on the tragedy. Further, while we believe that the company could improve its transparency on certain issues, ISS notes that the company has clearly stated in its filings that it does not believe that it maintains liability for future remediation, nor does it intend to invest in new initiatives to address concerns related to this issue. As such, we question the value of the report specified in this resolution. The company's discussion of the tragedy in Bhopal not only provides information on the specific incident and associated legal proceedings, remediation efforts, and business developments; it clearly outlines Dow Chemical's position on this matter. As the company has stated that it does not intend to initiate further actions related to Bhopal, it does not appear that a report to specifically discuss such actions would provide significant, meaningful benefit to shareholders. Therefore, we do not recommend shareholder support for this resolution. 4 Report on Genetically Modified Organisms Against Against ShrHoldr Conclusion Therefore, in light of the information made available by Dow Chemical regarding its policies related to GE products, its commitment to continued dialogue on this topic, and discussion of existing internal controls and management systems, ISS recommends a vote AGAINST the proposal. 5 Evaluate Potential Links Between Company Against Against ShrHoldr Products and Asthma Conclusion Based on the level of existing disclosure on these issues at Dow Chemical, ISS recommends that shareholders oppose this resolution. 6 Report on Security of Chemical Facilities Against Against ShrHoldr Conclusion Therefore, based on the existing disclosure regarding Dow Chemical's chemical safety procedures and policies, the company's commitment to continue to expand reporting as appropriate, and concern over protecting sensitive nature related to the company's security policies we do not believe that shareholder support for this proposal is warranted. 03/31/06 - AThe Goldman Sachs Group, Inc. *GS* 38141G104 01/30/06 2,800 1 Elect Directors For For Mgmt 2 Amend Restricted Partner Compensation Plan For For Mgmt The purpose of the Restricted Partner Compensation Plan is to compensate, motivate, and retain senior managing directors of the company. Annual bonus pools will be established based on the specified financial criteria as listed above. ISS notes that the Compensation Committee has reduced each participant's actual bonus payouts for every year that the plan has been in effect. Bearing in mind the tax deductibility benefit for performance-based compensation that the plan will continue to provide, we recommend support for this proposal. 3 Ratify Auditors For For Mgmt 05/17/06 - AThe Hartford Financial Services Group, 416515104 03/20/06 10,000 Inc. *HIG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/24/06 - AThe Lubrizol Corp. *LZ* 549271104 03/03/06 8,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/06 - AThe McGraw-Hill Companies, Inc. *MHP* 580645109 03/07/06 7,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 04/18/06 - AThornburg Mortgage, Inc. *TMA* 885218107 03/08/06 19,300 1 Elect Directors For Split Mgmt 1.1 Elect Director Garrett Thornburg --- Withhold We recommend a vote FOR Michael B. Jeffers, but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from insiders Garrett Thornburg and Joseph H. Badal, and independent outsiders Eliot R. Cutler and Stuart C. Sherman for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director Joseph H. Badal --- Withhold 1.3 Elect Director Eliot R. Cutler --- Withhold 1.4 Elect Director Stuart C. Sherman --- Withhold 1.5 Elect Director Michael B. Jeffers --- For 06/08/06 - ATotal Gabon(frmly Elf-Gabon) V32293116 None 242 1 Approve Financial Statements and Discharge For For Mgmt Directors and Auditors 2 Approve Allocation of Income and Dividends For For Mgmt This item seeks approval of management's plans for allocating income and dividend payment for the year. The company plans to pay a dividend for this year of 53 up from last year's dividend of 45. The current payout ratio is 75.3 percent, down from last year payout ratio of 83.8 percent. This is a supportable income allocation request. 3 Ratify Directors For For Mgmt Items 3 and 4: These items seek the reelection and ratification of directors to the board. As of December 31, 2005, there currently are ten directors on the board: three executives (Jean Bie - CEO, Jean Francois Daganaud, and Lambert Ona Ovono); three representatives Groupe Total of France, the parent company (Jean Privey - chariman, Robert Castaigne, and Catherine Grasset), three representative of the Gabonese government (Pascaline Mferri Bongo, Fidele Ntsissi, and Pauline Obame Nguema), and one non-executive (Philippe Pontet). 4 Reelect Directors For For Mgmt 5 Fix Remuneration of Auditors For For Mgmt 6 Authorize Filing of Required For For Mgmt Documents/Other Formalities 05/04/06 - ATrinidad Energy Services Income Trust 89635P100 03/15/06 7,862 *TDG.U* 1 Elect Michael E. Heier, Peter J. Gross, For For Mgmt Naveen Dargan, and Kenneth Stickland as Directors 2 Approve PricewaterhouseCoopers LLP as For For Mgmt Auditors and Authorize Board to Fix Remuneration of Auditors 06/28/06 - ATubos Reunidos SA E9214G136 None 2,552 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Allocation of Income For For Mgmt Although the company's meeting notice did not contain information relating to this year's income allocation, we note that the company has a solid payout history, with a payout ratio of 33.06 percent and 90 percent based on 2004 and 2003 net income, respectively. Given this company's shareholder-friendly dividend policy, this is a supportable request. 3 Approve Auditors For For Mgmt 4 Elect and Reelect Directors For For Mgmt 5 Authorize Repurchase of Shares; Cancel For For Mgmt Previous Share Repurchase Authorization Spanish company law limits the total amount of issued capital repurchased or held by a group at any given time to 5 percent. Given the reasonable limits and lack of concern over the company's past use of this authority, a vote in favor of this resolution is recommended. 6 Authorize Board to Ratify and Execute For For Mgmt Approved Resolutions 7 Approve Minutes of Meeting For For Mgmt 05/19/06 - ATXU Corp. *TXU* 873168108 03/21/06 15,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Establish Range For Board Size For For Mgmt ISS believes that the proposed change is relatively minor and that it is not motivated by a desire to entrench management. 4 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt ISS notes that, if shareholders do not approve this proposal, the TBOC will apply to the company on January 1, 2010. We do not feel that early adoption of the Certificate of Formation would have a negative impact on shareholders, as most changes are administrative in nature. We have no objection to this proposal. 5 Require a Majority Vote for the Election Against For ShrHoldr of Directors ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 04/18/06 - AU.S. Bancorp *USB* 902973304 02/27/06 28,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Declassify the Board of Directors Against For ShrHoldr 5 Approve Report of the Compensation Against For ShrHoldr Committee 04/19/06 - AUBS AG H8920M855 None 723 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Approve Allocation of Income and Dividends For Mgmt of CHF 3.20 per Share 3 Approve Discharge of Board and Senior For Mgmt Management 4 Elect Directors For Mgmt 4.3 Ratify Ernst & Young Ltd. as Auditors For Mgmt 4.4 Ratify BDO Visura as Special Auditors For Mgmt 5.1 Approve CHF 29.7 Million Reduction in For Mgmt Share Capital via Cancellation of Repurchased Shares 5.2 Authorize Repurchase of Issued Share For Mgmt Capital 5.3 Approve Reduction in Share Capital via For Mgmt Capital Repayment of CHF 0.60 per Share 5.4 Approve 2:1 Stock Split For Mgmt 5.5.1 Amend Articles to Reflect Changes in For Mgmt Capital 5.5.2 Amend Articles Re: Capital Holding For Mgmt Requirement for Submitting Shareholder Proposals 6 Approve Creation of CHF 15 Million Pool of For Mgmt Capital without Preemptive Rights to Service Existing Stock Option Plan Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/02/06 - AUnited Dominion Realty Trust, Inc. 910197102 03/17/06 22,600 *UDR* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt The plan has already been approved by shareholders. Given that the company will be entitled to a business expense deduction due to the favorable tax treatment attributable to Section 162(m), ISS believes this proposal warrants shareholder approval. 04/12/06 - AUnited Technologies Corp. *UTX* 913017109 02/14/06 8,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt The requested increase of 2,000,000,000 shares is below the allowable threshold of 2,600,000,000 shares. 4 Establish Term Limits for Directors Against Against ShrHoldr Under an effective corporate governance system, shareholders have the right to express their preferences each year by voting on directors at the annual meeting. Thus, shareholders can remove or reelect directors as they see fit. 5 Report on Foreign Sales of Military Against Against ShrHoldr Products ISS notes that United Technologies already discloses some information on these matters both through public filings and on the company web site. Topics addressed in these forums include disclosure on company policies related to government contract bidding, and appropriate financial information on military or weapons related programs. Additionally, the federal government agencies tasked with evaluating these transfer agreements already provide substantial regulatory oversight regarding the foreign sale of weapons-related products and services. Finally, while we note that the proponents have stated that the company should omit proprietary or classified information from the report, we believe that detailed disclosure into the company's contract bidding and market promotion strategies may negatively impact the company by providing insight to industry competitors without providing additional meaningful information to shareholders. As such, ISS believes that the combination of federal regulation, the current level of disclosure by United Technologies, and the necessity to limit disclosure where it could affect the company's competitive advantage outweigh the potential benefits that may be derived from this proposal. 05/09/06 - AUSG People NV (frmely United Services N9040V109 05/03/06 476 Group and Unique International ) 1 Open Meeting None Mgmt 2 Receive Report of Management Board None Mgmt 3 Approve Financial Statements and Statutory For Mgmt Reports 4 Receive Explanation on Company's Reserves None Mgmt and Dividend Policy 5 Approve Allocation of Income and Dividends For Mgmt 6 Approve Discharge of Management Board For Mgmt 7 Approve Discharge of Supervisory Board For Mgmt 8.1 Notification of Appointment of A. Dehaze None Mgmt as COO 8.2 Notification of Appointment of R. None Mgmt Zandbergen as CFO 8.3 Notification of Resignation of A.D. Mulder None Mgmt as Chairman 8.4 Notification of Appointment of R. Icke as None Mgmt President 9.1 Reelect C.J. Brakel as Chairman of the For Mgmt Supervisory Board 9 Elect Supervisory Board Member For Mgmt 9.4 Notification of Resignation of B. de Vries None Mgmt 9 Elect Supervisory Board Member For Mgmt 10 Discussion on Company's Corporate None Mgmt Governance Structure 11 Approve Remuneration Report Containing For Mgmt Remuneration Policy for Management Board Members 12 Approve Remuneration of Supervisory Board For Mgmt 13 Ratify PricewaterhouseCoopers N.V. as For Mgmt Auditors 14 Grant Board Authority to Issue Shares Up For Mgmt To 10 Percent of Issued Capital and Restricting/Excluding Preemptive Rights 15 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 16 Allow Questions None Mgmt 17 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/19/06 - AVentas, Inc. *VTR* 92276F100 03/20/06 19,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.90 percent is within the allowable cap for this company of 12.39 percent. Additionally, this plan expressly forbids repricing. 4 Approve Non-Employee Director Omnibus For For Mgmt Stock Plan VI. Vote Recommendation The total cost of the company's plans of 4.03 percent is within the allowable cap for this company of 12.39 percent. Additionally, this plan expressly forbids repricing. 05/04/06 - AVerizon Communications *VZ* 92343V104 03/06/06 26,374 1 Elect Directors For Split Mgmt 1.1 Elect Director James R. Barker --- For We recommend a vote FOR the directors with the exception of independent outsider Joseph Neubauer. We recommend that shareholders WITHHOLD votes from Joseph Neubauer for sitting on more than three boards. 1.2 Elect Director Richard L. Carrion --- For 1.3 Elect Director Robert W. Lane --- For 1.4 Elect Director Sandra O. Moose --- For 1.5 Elect Director Joseph Neubauer --- Withhold 1.6 Elect Director Donald T. Nicolaisen --- For 1.7 Elect Director Thomas H. O'Brien --- For 1.8 Elect Director Clarence Otis, Jr. --- For 1.9 Elect Director Hugh B. Price --- For 1.10 Elect Director Ivan G. Seidenberg --- For 1.11 Elect Director Walter V. Shipley --- For 1.12 Elect Director John R. Stafford --- For 1.13 Elect Director Robert D. Storey --- For 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Voting Against For ShrHoldr In this case, shareholders do not have the right to call special meetings and only may act by written consent if such consent is unanimous. In addition, the company underperformed the Telecommunication Services peer group and the S&P 500 Index in both one-year and three-year total shareholder returns, as reflected under the Performance Summary table. 4 Require a Majority Vote for the Election Against For ShrHoldr of Directors ISS advocates that the director election system gives full effect to the shareholder franchise. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 5 Require Majority of Independent Directors Against Against ShrHoldr on Board Applying ISS guidelines on independence to Verizon, a majority of the board members are independent outsiders. ISS notes that several of the above mentioned directors, including Robert Storey, Hugh Price and Sandra Moose, would have been classified as affiliated in recent years. However, because they have since retired from their positions, ISS considers such directors independent. Because the company already satisfies ISS guidelines for a substantial majority independent board and has already established a formal independence policy, we do not believe that this proposal warrants shareholder support. 6 Company-Specific-Directors on Common Boards Against Against ShrHoldr In this case, a substantial majority of the board members are independent outsiders and there are no interlocking directorships on key committees. Therefore, ISS does not recommend shareholders support this proposal. 7 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO / president. 8 Performance-Based and/or Time-Based Equity Against Against ShrHoldr Awards According to ISS' compensation policies, the company has demonstrated that it is using a substantial portion of performance-based awards under its long-term incentives for its top executives for 2005. Notwithstanding the positive steps that the compensation committee had taken in the past year, ISS believes that the committee needs to disclose the rationale of above target payouts under the performance units awards, if paid. Mediocre performance can result in above target payouts based on the current metrics. ISS believes that if the compensation committee were to decide to award more than the target payout of $11.34 million, the committee should explain the rationale for such action to shareholders. The lack of a solid rationale may result in a withhold vote from members of the compensation committee in the future. 9 Report on Political Contributions Against For ShrHoldr In the case of Verizon, ISS notes that the company briefly discusses the right of employees to be involved in the political process as private citizens as well as the impact of legislation on corporate contributions in its Code of Business Conduct; however, there does not appear to be any detailed information available about the company's oversight or accountability procedures for corporate contributions, or general discussion on the company's strategic rationale for its contributions. We do note that Verizon's contributions may not appear significant relative to the size of the firm's assets, or scope of its business; however, we believe that public perception, controversy, and/or litigation stemming from a company's political involvement can lead to costs that exceed the amount initially contributed. Therefore, while ISS believes that some aspects of this resolution may be overly restrictive or burdensome, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote for this resolution. 04/25/06 - AVF Corp. *VFC* 918204108 03/07/06 8,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/05/06 - AVolvo Ab 928856301 03/30/06 3,940 1 Open Meeting None None Mgmt 2 Elect Chairman of Meeting For For Mgmt 3 Prepare and Approve List of Shareholders For For Mgmt 4 Approve Agenda of Meeting For For Mgmt 5 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 6 Acknowledge Proper Convening of Meeting For For Mgmt 7 Receive Board and Committee Reports None None Mgmt 8 Receive Financial Statements and Statutory None None Mgmt Reports; Receive President's Report 9 Approve Financial Statements and Statutory For For Mgmt Reports 10 Approve Allocation of Income and Dividends For For Mgmt of SEK 16.75 per Share 11 Approve Discharge of Board and President For For Mgmt 12 Determine Number of Members (8) and Deputy For For Mgmt Members (0) of Board 13 Approve Remuneration of Directors in the For For Mgmt Aggregate Amount of SEK 4.8 Million 14 Reelect Per-Olof Eriksson, Tom Hedelius, For Against Mgmt Leif Johansson, Louis Schweitzer, and Finn Johnson (Chairman) as Directors; Elect Ying Yeh, Philippe Klein, and Peter Bijur as New Directors Effective boards exercise independent judgment when carrying out their fiduciary responsibilities. By requiring a majority of independent directors, the possibility of conflicts of interest is reduced and the quality of board oversight is increased. We expect the largest Swedish companies that are members of the MSCI-EAFE index to adhere to higher corporate governance standards. However, when the law requires that labor representatives serve on the board, we lower the independence requirement to at least one-third of the total board. Therefore, we oppose the election or reelection of any non-independent directors (excluding the CEO) if at least one-third of the proposed board (including labor representatives) would not be independent (as defined by ISS' director categorization guidelines). If a nominee cannot be categorized, we assume that person is non-independent and include the nominee in the calculation. At Volvo, only 30 percent of the board is independent. Therefore, shareholders are advised to vote against the proposal. 15 Adopt Revised Instructions for Nominating For For Mgmt Committee; Elect Finn Johnsson, Eva Halvarsson, Bjoern Lindh, Curt Kaellstroemer, and Thierry Moulonguet as Members of Nominating Committee 16 Amend Articles Re: Various Changes to For For Mgmt Comply with New Swedish Companies Act; Set Minimum (SEK 1.9 Billion) and Maximum (SEK 7.6 Billion) Limits for Issued Share Capital; Remove Possibility to Issue Class C Shares 17 Approve Remuneration Policy And Other For For Mgmt Terms of Employment For Executive Management The disclosure pertaining to the performance objectives for the bonus arrangement--although not complete--is at par with market standards in Sweden. Nevertheless, we would prefer to see further details about the criteria used to measure company results and the levels of these criteria. We consider, however, the overall remuneration policy to be satisfactory despite these shortcomings. The company has reasonable overall levels of remuneration, and it has imposed reasonable caps on the bonus payments (50 percent of fixed salary). Non-monetary benefits should correspond to what may be considered reasonable in relation to established practice in the market. Pension conditions should also be adapted to conditions in the market in relation to the situation in the country where the member of the executive management permanently resides. We note that the company proposes allocating severance pay for up to 12 months, which is market practice in Sweden. We have concerns with the long-term incentive program proposed under Items 18.1-18.2. Despite this shortcoming, however, we consider the overall structure of the proposed remuneration policy to be shareholder friendly. We therefore recommend a vote in favor of the proposal. 18.1 Approve Incentive Plan for Key Employees For Against Mgmt The plan in question reserves a minimal portion of the share capital. However, the shares would be allotted during the first six months of 2007, and the plan does not include stringent vesting provisions. The company also did not disclose any information concerning the performance criteria of the plan. Therefore, shareholders are advised to vote against Items 18.1 and 18.2. 18.2 Approve Reissuance of 518,000 Repurchased For Against Mgmt Class B Shares for Incentive Plan (Item 18.1) See Item 18.1. 05/18/06 - AVornado Realty Trust *VNO* 929042109 04/14/06 6,698 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt V. Vote Recommendation The total cost of the company's plans of 9.15 percent is above the allowable cap for this company of 5.00 percent. 3 Ratify Auditors For For Mgmt 05/01/06 - AWeingarten Realty Investors *WRI* 948741103 03/14/06 13,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 4.37 percent is within the allowable cap for this company of 5.00 percent. 4 Performance-Based Equity Awards Against For ShrHoldr In conclusion, the company's annual and long-term incentive programs do not sufficiently meet ISS' or the proponent's requirements of pay-for-superior performance standards. Therefore, ISS supports this shareholder proposal. 04/25/06 - AWells Fargo & Company *WFC* 949746101 03/07/06 9,400 1 Elect Directors For Split Mgmt 1.1 Elect Director Lloyd H. Dean --- For We recommend a vote FOR the directors with the exception of affiliated outsiders Michael W. Wright, Donald B. Rice, Philip J. Quigley, and Cynthia H. Milligan. We recommend that shareholders WITHHOLD votes from Philip J. Quigley and Cynthia H. Milligan for standing as affiliated outsiders on the Audit and Nominating committees. We also recommend that shareholders WITHHOLD votes from Michael W. Wright and Donald B. Rice for standing as affiliated outsiders on the Compensation and Nominating committees. 1.2 Elect Director Susan E. Engel --- For 1.3 Elect Director Enrique Hernandez, Jr. --- For 1.4 Elect Director Robert L. Joss --- For 1.5 Elect Director Richard M. Kovacevich --- For 1.6 Elect Director Richard D. McCormick --- For 1.7 Elect Director Cynthia H. Milligan --- Withhold 1.8 Elect Director Nicholas G. Moore --- For 1.9 Elect Director Philip J. Quigley --- Withhold 1.10 Elect Director Donald B. Rice --- Withhold 1.11 Elect Director Judith M. Runstad --- For 1.12 Elect Director Stephen W. Sanger --- For 1.13 Elect Director Susan G. Swenson --- For 1.14 Elect Director Michael W. Wright --- Withhold 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election Against For ShrHoldr of Directors ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, in a case where a company has in place unfavorable governance provisions, as indicated above, we do not believe the resignation policy is a sufficient alternative to the proposed majority voting standard. The company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. Further, the proposal provides for a carve-out for plurality voting in the event of a contested election. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 4 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 5 Compensation- Director Compensation Against Against ShrHoldr ISS believes the proponent's request to annually seek shareholder approval for every future director compensation package is burdensome and offers little value to shareholders. Furthermore, the proposal does not seek to address the real issue - runaway CEO compensation. 6 Report on Discrimination in Lending Against Against ShrHoldr Therefore, based on concerns over the utility of this information to shareholders, and information available on the company's website that addresses some of the concerns set forth in the proposal, we do not believe that shareholder support for this resolution is warranted. 04/26/06 - AWolters Kluwer Nv N9643A114 04/19/06 1,331 1 Open Meeting None Mgmt 2a Receive Report of Management Board None Mgmt 2b Receive Report of Supervisory Board None Mgmt 3a Approve Financial Statements and Statutory For Mgmt Report 3b Approve Dividends of EUR 0.55 Per Share in For Mgmt Cash or in the Form of Ordinary Shares 4a Approve Discharge of Management Board For Mgmt 4b Approve Discharge of Supervisory Board For Mgmt 5 Amend Articles Re: Terminate the For Mgmt Administration of Shares 6a Reelect A. Baan to Supervisory Board For Mgmt 6b Elect S.B. James to Supervisory Board For Mgmt 7a Grant Board Authority to Issue Shares Up For Mgmt To 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger 7b Authorize Board to Exclude Preemptive For Mgmt Rights from Issuance Under Item 7a 8 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 9 Proposal that English be Designated as the For Mgmt Official Language of the Annual Report and the Financial Statements 10 Other Business (Non-Voting) None Mgmt 11 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/27/06 - AWyeth *WYE* 983024100 03/03/06 15,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director Omnibus For For Mgmt Stock Plan V. Vote Recommendation The total cost of the company's plans of 3.61 percent is within the allowable cap for this company of 9.95 percent. 4 Report on Product Availability in Canada Against For ShrHoldr ISS generally supports proposals that call for increased disclosure that may help shareholders better evaluate their investment. While we believe that a prescriptive requirement to adopt a policy to support reimportation may be inappropriate and in violation of both U.S. and Canadian regulations on this matter, we do believe that the company could benefit from increased transparency into its policies and the impact that they may have on the company. ISS notes that there are certain legal and safety concerns that can be associated with the reimportation of prescription medications. However, public action and litigation on this matter continues to become more common and contentious, and could result in costly legal maneuvering, damaging publicity, and onerous legislation in the future. Therefore, considering the widely varied stance on this issue, and the degree to which legislation, litigation, and public opinion related to prescription drug access will impact the industry as a whole, and Wyeth specifically, ISS believes that a report on impact of the company's policies related to this topic is warranted. 5 Report on Political Contributions Against For ShrHoldr In the case of Wyeth, ISS notes that the company briefly discusses the right of employees to be involved in the political process as private citizens in its Code of Conduct; however, there is no detailed information available about the company's policies regarding oversight or accountability for corporate contributions, or the administration of Wyeth's PACs. Therefore, while ISS believes that some aspects of this resolution may be overly restrictive or burdensome, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote FOR this resolution. 6 Report on Animal welfare Policy Against For ShrHoldr In this case, Wyeth, there does not appear to be the subject of any recent, significant fines or litigation on the issue of animal welfare indicative of systematic problems with the company's policies. However, ISS notes that the company does not have detailed information publicly disclosed related to its animal welfare policies and procedures. This lack of disclosure is not consistent with policies at other companies in the industry and could expose Wyeth to some level of reputational risk, or damage to the company's brand image. Additionally, based on the company's commitment to sound science and the humane treatment of animals, as well as statements regarding its internal policies, we do not believe that it would be overly costly or burdensome for the company to include this disclosure on its website or in other public documents. ISS does not believe that every aspect of this resolution needs to be addressed by the company; however, we do believe that the company should minimize its exposure to potential risks associated with animal welfare issues by adopting a level of disclosure consistent with industry norms. As such, we recommend shareholder support for this resolution. 7 Require a Majority Vote for the Election Against For ShrHoldr of Directors ISS advocates that the director election system give full effect to the shareholder franchise. ISS notes that the proposal is not intended to limit the judgment of the board. The board would retain the discretion to address the status of incumbent directors who failed to receive a majority vote under a majority vote standard, and whether a plurality vote standard would be more appropriate in director elections when the number of director nominees exceeds the available board seats. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 8 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 9 Adopt Simple Majority Vote Requirement Against For ShrHoldr We support shareholder proposals seeking to eliminate supermajority vote requirements, as they may serve as entrenchment devices for management and therefore are not in the shareholders' best interest. We believe this proposal warrants support. 05/01/06 - AZions Bancorporation *ZION* 989701107 03/01/06 4,375 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For Mgmt 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request.
Fund: Principal Variable Contracts - International SmallCap Sub-Advisor: Principal Global Investors LLC Vote Summary Report Jul 01, 2005 - Jun 30, 2006 Principal Variable Contracts Fund International SmallCap - 394436
Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted ------------------- ---------------------------------------- ------------ ------------ --------------- ----------- ---------------- ----------------------------------------------------------------------------------------------------------------------------------- 06/26/06 - S AB Lindex W0166N104 06/19/06 36,006 1 Open Meeting None None Mgmt 2 Elect Chairman of Meeting For For Mgmt 3 Prepare and Approve List of Shareholders For For Mgmt 4 Approve Agenda of Meeting For For Mgmt 5 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 6 Acknowledge Proper Convening of Meeting For For Mgmt 7 Approve Special Dividend of SEK 4.75 per For For Mgmt Share 8 Approve Stock Option Plan for Senior For For Mgmt Executives; Approve Creation of Up to 2.25 Million Shares to Guarantee Conversion Rights 9 Close Meeting None None Mgmt 05/04/06 - A ABB Ltd. H0010V101 None 108,808 1 Share Re-registration Consent For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/04/06 - A ABB Ltd. H0010V101 None 108,808 1 Receive Financial Statements and Statutory None Mgmt Reports 2 Accept Financial Statements and Statutory For Mgmt Reports 3 Approve Discharge of Board and Senior For Mgmt Management 4 Approve Allocation of Income and Dividends For Mgmt of CHF 0.12 per Share 5 Reelect Roger Agnelli, Juergen Dormann, For Mgmt Louis Hughes, Hans Maerki, Michel de Rosen, Michael Treschow, Bernd Voss, and Jacob Wallenberg as Directors 6 Ratify Ernst & Young AG as Auditors; Ratify For Mgmt OBT AG as Special Auditors Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/18/06 - S ABG Sundal Collier ASA (frmly ASKIA R00006107 None 54,499 INVEST) 1 Open Meeting and Registration of None None Mgmt Shareholders 2 Elect Chairman of Meeting; Designate For For Mgmt Inspector or Shareholder Representative(s) of Minutes of Meeting 3 Approve Notice of Meeting and Agenda For For Mgmt 4 Approve Dividends of NOK 1.4 Per Share For For Mgmt 5 Elect Directors For Against Mgmt Conclusion We strongly believe that publicly listed companies should disclose details on proposals at least 30 days prior to the meeting. When this information is not available well in advance of the meeting, investors are not left with sufficient time to evaluate the candidates and, in the case of shareholders who will not be present at the meeting themselves, to submit voting instructions via a custodian bank. Most large Norwegian companies disclose at least the names of any nominees to the board in the meeting notice. We recommend that shareholders contact ABG's investor relations department directly and express their desire to receive details of proposals to the AGM in advance of the meeting. Because the names of the nominees were not available at the time this analysis was written, which does not allow shareholders to make an informed decision, shareholders are advised to vote against this item. 05/18/06 - A Acs, Actividades De Construcciones E7813W163 None 46,015 (Formerly Gines Navarro C 1 Approve Individual and Consolidated For For Mgmt Financial Statements and Statutory Reports; Approve Allocation of Income; Presentation of Annual Corporate Governance Report 2 Approve Discharge of Directors For For Mgmt 3 Elect Directors For For Mgmt 4 Authorize Repurchase of Shares For For Mgmt 5 Approve Auditors For For Mgmt 6 Amend Articles 14 and 25 of the Company's For Against Mgmt By-Laws Re: Director Terms; Convocation of General Meetings Because we believe that the negative provision outweighs the positive provisions in this bundled item, we recommend a vote against the entire item. 7 Amend Article 5 of the General Meeting For For Mgmt Guidelines Re: Convocation of General Meeting 8 Present Information About the Modifications For For Mgmt to the Board Guidelines 9 Authorize Board to Ratify and Execute For For Mgmt Approved Resolutions 10 Approve Minutes of Meeting For For Mgmt 05/30/06 - A Adelaide Brighton Ltd. *ABC* Q0109N101 05/28/06 261,508 1 Receive the Financial Report of the Company None None Mgmt and the Reports of the Directors and Auditor for the Year Ended Dec. 31, 2005 2 Elect Dave Barro as Director For For Mgmt 3 Elect Les V Hosking as Director For For Mgmt 4 Adopt the Remuneration Report for the Year For For Mgmt Ended Dec. 31, 2005 05/25/06 - A Adolfo Dominguez E0079K106 None 1,424 1 Approve Individual and Consolidated For For Mgmt Financial Statements and Statutory Reports for Fiscal Year Ended 12-31-05; Approve Discharge of Directors 2 Approve Allocation of Income For For Mgmt 3 Authorize Capitalization of Reserves by For For Mgmt Nominal Value of EUR 261,336 for a 1:20 Bonus Issue 4 Amend Article 22 of Company By-Laws Re: For For Mgmt Director Compensation 5 Amend Article 5 of the General Meeting For For Mgmt Guidelines Re: Notice Periods and Submission of Proposals to Meeting Agenda 6 Elect Directors For For Mgmt 7 Approve Remuneration of Directors and Audit For For Mgmt Committee Members 8 Approve Auditors for Company and For For Mgmt Consolidated Group 9 Authorize Repurchase of Shares For For Mgmt 10 Authorize Board to Ratify and Execute For For Mgmt Approved Resolutions 04/26/06 - A Aggreko plc G0116S102 None 112,873 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 3.77 Pence Per For For Mgmt Ordinary Share 4 Elect Kash Pandya as Director For For Mgmt 5 Re-elect Roy McGlone as Director For For Mgmt 6 Re-elect Andrew Salvesen as Director For Against Mgmt 7 Re-elect Angus Cockburn as Director For For Mgmt 8 Reappoint PricewaterhouseCoopers LLP as For For Mgmt Auditors and Authorise the Board to Determine Their Remuneration 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 2,690,000 10 Authorise 26,900,000 Ordinary Shares for For For Mgmt Market Purchase 06/23/06 - A Ahresty Corp. *5852* J16674103 03/31/06 4,702 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 18, Special JY 0 The payout ratio is 9 percent based on consolidated earnings, or 17 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Expand Business Lines - Limit Rights of Odd-lot Holders - Limit Liability of Statutory Auditors and Audit Firm The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. The company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. In addition, the company seeks the authority to impose limits on the legal liability of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. However, the company seeks to limit the liability of its external audit firm in the event of a shareholder lawsuit. We believe this may have a negative impact on the quality of the audit function, and we recommend that shareholders oppose this resolution. The company also seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote and to prohibit the submission of shareholder proposals related to these subjects. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 5 are insiders and candidate 5 is executive who is new to the board. Candidate 6 has been designated as an outside director. ISS considers him to be an affiliated outsider, as he is an executive of a large shareholder company Nippon Light Metal Co., Ltd. Following this meeting, there will be one outsider on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 4 Appoint Internal Statutory Auditor For For Mgmt The nominee is not designated by the company as independent, and we have no reason to oppose hisnomination. 5 Approve Deep Discount Stock Option Plan For For Mgmt Ahresty Corp. seeks approval for a deep-discount option plan for its executive directors and executive statutory auditors. The maximum number of shares granted pursuant to the plan is 20,000 for directors and 4,000 for statutory auditors, or a small fraction of one percent of the company's issued capital. The exercise price will be set at JY 1 per share. Options may be exercised during 30 years after the grant. However, options may only be exercised after the recipient steps down from his or her position as executive director or executive auditor. This plan is intended to replace the seniority-based retirement bonus system, which the company is abolishing, with compensation based on share price performance. Restricted stock plans of the type seen in other countries are not allowed in Japan, but a similar effect is achieved by granting options which may not be exercised until a triggering event occurs. Because the modest size of this plan is not a concern for shareholders, and because this plan will contribute to a greater consciousness of the company's share price, we recommend that shareholders approve this resolution. 06/29/06 - A Aichi Corp. *6345* J00284109 03/31/06 13,791 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 5, Final JY 7, Special JY 0 2 Amend Articles to: Decrease Maximum Board For For Mgmt Size - Reduce Directors Term in Office - Limit Rights of Odd-lot Holders - Limit Liability of Directors and Statutory Auditors The company seeks the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Elect Directors For For Mgmt 4 Appoint Internal Statutory Auditor For Against Mgmt He does not meet ISS criteria for independence. 5 Approve Adjustment to Aggregate For For Mgmt Compensation Ceilings for Directors and Statutory Auditors 06/09/06 - S Allco Finance Group Limited (formerly Q80508114 06/07/06 25,309 Record Investments Lim 1 Approve the Acquisition of Allco Finance For For Mgmt and Allco UK Together with the Joint Venture Interests, from the Allco Shareholders and the Issuance of 86.87 Million New Record Shares as Consideration for the Acquisition 2 Approve the Provision of Financial Benefits For For Mgmt to Allco Shareholders 3 Authorize the Acquisition by the Company of For For Mgmt a Relevant Interest in 124.91 Million Record Shares 4 Approve Issuance of Shares Under the For For Mgmt Executive Options and Rights Plan 5 Approve Issuance of Shares Under the All For For Mgmt Employee Share Plan 6 Approve Issuance of Shares Under the For For Mgmt Deferred Share Purchase Plan 7 Approve Issuance of Shares to Non-executive For For Mgmt Directors Under and on the Terms of the Non-executive Director Share Plan 8 Authorize the Board to Increase the Maximum For Against Mgmt Aggregate Remuneration Payable to the Non-executive Directors by A$800,000, from A$700,000 to A$1.5 Million Per Annum A vote against this item is warranted because of the following reasons: - The increase to the fee cap sought is more than 100 percent. - The number of directors to be remunerated under the cap will only increase from three to four as a result of the merger. - No information has been disclosed on the proposed level of fees to individual directors after the merger. 9 Approve the Change of Company's Name to For For Mgmt Allco Finance Group Ltd 04/27/06 - A Alm Brand (Formerly Finansieringsselsk K3513M103 04/12/06 5,666 Gefion) 1 Approve Financial Statements and Discharge For For Mgmt Directors 2 Approve Allocation of Income and Omission For For Mgmt of Dividends 3 Authorize Repurchase of Up to Ten Percent For For Mgmt of Issued Share Capital 4 Reelect Christian Ulrich, Joergen For For Mgmt Mikkelsen, Boris Kjeldsen, Niels Kofoed, and Joergen Larsen as Directors; Elect Henrik Stenbjerre as New Director; Reelect Charlotte Hjorth, Flemming Joergensen, and Carsten Petersen as Deputy Directors 5 Reappoint Deloitte as Auditors For For Mgmt 6 Other Proposals from Board or Shareholders None None Mgmt (None Submitted) 7 Other Business (Non-Voting) None None Mgmt 12/14/05 - S Alma Media Corporation X0083Q106 11/07/05 9,704 1 Approve Final Financial Statement of Merged For Mgmt Alma Media Corporation for Period from Jan.1, 2005 until Nov. 7, 2005 2 Approve Discharge of Board and President For Mgmt for Period from Jan. 1, 2005 until Nov. 7, 2005 Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 12/30/05 - S Alten F02626103 None 10,661 Special Business 1 Approve Merger Agreement Between Alten and For Mgmt Groupecyber and Capital Increase to Remunerate Acquisition 2 Approve Capital Increase in Connection with For Mgmt Acquisition and Dissolution of Groupecyber without Liquidation 3 Amend Articles to Reflect Changes in Capital For Mgmt 4 Confirm Effective Date of Merger For Mgmt 5 Approve Transfer of Groupecyber Assets to For Mgmt Alten SI 6 Confirm Transfer of Assets and Effective For Mgmt Date of Transfer 7 Authorize Filing of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/27/06 - A/S Alten F02626103 None 10,661 Ordinary Business 1 Approve Financial Statements and Statutory For Mgmt Reports and Approve Non-Tax Deductible Expenses 2 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 3 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 4 Approve Allocation of Income and Omission For Mgmt of Dividends 5 Authorize Repurchase of Up to Four Percent For Mgmt of Issued Share Capital Special Business 6 Approve Stock Option Plans Grants For Mgmt 7 Approve Employee Savings-Related Share For Mgmt Purchase Plan 8 Approve Merger by Absorption For Mgmt 9 Acknowledge Capital Increase and For Mgmt Dissolution of Quaternove without Liquidation Accordingly 10 Amend Articles to Reflect Changes in Capital For Mgmt 11 Authorize Filing of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 11/02/05 - S Aluminium of Greece SA X00944136 None 2,828 1 Amend Corporate Purpose Re: Addition of For Mgmt Production and Marketing of Any Form of Energy to Company's Business Objectives 2 Elect Directors For Mgmt 3 Ratify Election of A New Member of the For Mgmt Board; Approve Board's Decisions 4 Decision Re: Share Repurchase Program; For Mgmt Amendment of Article in Case of Cancellation of Repurchased Shares 5 Other Business (Non-Voting) None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/16/06 - A Aluminium of Greece SA X00944136 None 13,912 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Approve Dividends For Mgmt 3 Approve Discharge of Board and Auditors For Mgmt 4 Appoint Auditors and Deputy Auditors, For Mgmt Detrmination of Their Remuneration 5 Approve Directors' Remuneration for 2005 For Mgmt and Preapprove Remuneration for 2006 6 Elect Directors in Replacement of Resigning For Mgmt Ones 7 Elect Directors For Mgmt 8 Amend Articles For Mgmt 9 Approval of Share or Profit Distribution to For Mgmt Employees and Approval of Stock Option Plan 10 Authorize Share Repurchase Program For Mgmt 11 Other Business For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/02/06 - S Aluminium of Greece SA X00944136 None 13,912 1 Approval of Share or Profit Distribution to For Mgmt Employees and Approval of Stock Option Plan Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/25/06 - A Amlin Plc (FormerlyAngerstein G0334Q102 None 99,221 Underwriting Trust Plc) 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 6.2 Pence Per For For Mgmt Ordinary Share 4 Elect Richard Davey as Director For For Mgmt 5 Elect Sir Mark Wrightson as Director For For Mgmt 6 Re-elect Nigel Buchanan as Director For For Mgmt 7 Re-elect Brian Carpenter as Director For For Mgmt 8 Re-elect Richard Hextall as Director For For Mgmt 9 Re-elect Tony Holt as Director For For Mgmt 10 Re-elect Charles Philipps as Director For For Mgmt 11 Approve Amlin Share Incentive Plan 2006 For For Mgmt 12 Approve Amlin Long-Term Incentive Plan 2006 For For Mgmt 13 Approve Amlin Capital Builder Long-Term For For Mgmt Incentive Plan 2006 14 Reappoint Deloitte & Touche LLP as Auditors For For Mgmt and Authorise the Audit Committee to Determine Their Remuneration 15 Approve Increase in Authorised Capital from For For Mgmt GBP 140,500,000 to GBP 200,000,000 16 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 44,329,862 17 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 6,649,479 18 Authorise 53,195,835 Ordinary Shares for For For Mgmt Market Purchase 19 Amend Memorandum and Articles of For For Mgmt Association Re: Indemnification 20 Approve Increase in Remuneration of For For Mgmt Directors to GBP 500,000 21 Amend Articles of Association Re: For For Mgmt Directors' Retirement and Re-election 06/29/06 - A Ando Corp. *1816* J01470111 03/31/06 28,282 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 5, Special JY 0 2 Amend Articles to: Increase Authorized For For Mgmt Capital - Decrease Maximum Board Size - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law Ando Corp. seeks to increase its authorized share capital from 144 million to 250 million shares, an increase of 74 percent. The company currently has 85 million shares outstanding, or about 59 percent of the current authorization. After the proposed increase, the company will have 34 percent of its authorized capital outstanding. The company has not disclosed any concrete information about its plans for future share issuances, but because the increase proposed here meets our guidelines for increases in authorized capital, we do not oppose this resolution. 3 Elect Director For For Mgmt 4 Appoint Internal Statutory Auditor For For Mgmt He meets ISS criteria for independence. 5 Approve Retirement Bonus for Director and For Against Mgmt Special Payments to Continuing Directors and Statutory Auditors in Connection with Abolition of Retirement Bonus System One of the continuing auditors has been designated by the company as independent. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing the whole item. 6 Approve Adjustment to Aggregate For For Mgmt Compensation Ceilings for Directors and Statutory Auditors 03/29/06 - A ANDRITZ AG A11123105 None 4,375 1 Receive Financial Statements and Statutory None Mgmt Reports 2 Approve Allocation of Income For Mgmt 3 Approve Discharge of Management Board For Mgmt 4 Approve Discharge of Supervisory Board For Mgmt 5 Approve Remuneration of Supervisory Board For Mgmt Members 6 Ratify Auditors For Mgmt 7 Elect Supervisory Board Members For Mgmt 8 Approve Stock Option Plan for Key Employees For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/28/06 - A AOC HOLDINGS INC. *5017* J0155M104 03/31/06 28,715 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 15, Special JY 0 The payout ratio is 3 percent based on consolidated earnings, or 95 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. The income allocation does not include bonuses to directors or statutory auditors. 2 Amend Articles to: Increase Maximum Board For For Mgmt Size - Limit Directors' Legal Liability - Authorize Public Announcements in Electronic Format - Update Terminology to Match that of New Corporate Law - Limit Liability of Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. The company is increasing the maximum number of directors on the board from 10 to 15, in order to strengthen the management structure. The company seeks the authority to impose limits on the legal liability of directors and internal auditors in the event of a shareholder lawsuit. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidate 1 has been designated as an outside director. ISS considers him to be an affiliated outsider, as he is the chairman of one of the largest shareholder with a 6.86 stake in the company. After this meeting, there will be five non-executive directors on the board. 3.2 Elect Director --- For Candidate 2 has been designated as an outside director. ISS considers him to be an affiliated outsider, as he is the president of one of the largest shareholder with a 6.73 stake in the company. 4.1 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, one of the nominees (candidate 1) for independent auditor -- the current chairman of one of the company's largest shareholders with a 3.67 percent stake in the company -- cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 4.2 Appoint Internal Statutory Auditor For For Mgmt The nominee for independent auditor passes our test for independence. He is a senior advisor to Oshima Shipbuilding Co. 4.3 Appoint Internal Statutory Auditor For For Mgmt The nominee for independent auditor passes our test for independence. He is a senior advisor to Nippon Amazon Aluminum Co. 5 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors Ceiling is to be raised from JY 20 million per month to JY 30 million per month, because the number of directors is increasing from 9 to 11 and because annual bonuses are now part of the ceiling. The new ceiling is not inordinately high, and the company has been profitable. We see no reason to oppose this resolution. 06/29/06 - S Apamanshop Network Co., Ltd. (formerly J0172U105 05/01/06 656 apamanshop co.) *8889* 1 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Reduce Directors Term in Office - Limit Liability of Directors and Statutory Auditors - Increase Number of Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes as follows. First, the company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. Second, the company seeks the authority to impose limits on the legal liability of directors and internal auditors, and of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. However, the company also seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote and to prohibit the submission of shareholder proposals related to these subjects. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 2 Approve Adoption of Holding Company For For Mgmt Structure and Spin-off of Real Estate Information Network Business to Wholly-Owned Subsidiary As the assets in question are being transferred to a wholly-owned subsidiary which will specialize in real estate information network business, Apamanshop Network shareholders will retain ultimate ownership of these assets. We have no reason to oppose this resolution. 3 Approve Adoption of Holding Company For For Mgmt Structure and Spin-off of Asset Management Business to Wholly-Owned Subsidiary As the assets in question are being transferred to a wholly-owned subsidiary which will specialize in asset management business, Apamanshop Network shareholders will retain ultimate ownership of these assets. We have no reason to oppose this resolution. 4 Approve Adoption of Holding Company For For Mgmt Structure and Spin-off of Property Management Business to Wholly-Owned Subsidiary As the assets in question are being transferred to a wholly-owned subsidiary which will specialize in property management business, Apamanshop Network shareholders will retain ultimate ownership of these assets. We have no reason to oppose this resolution. 5 Appoint Internal Statutory Auditor For For Mgmt The nominee for independent auditor, an accountant, passes our test for independence 6 Amend Articles to: Expand Business Lines - For For Mgmt Change Company Name The proposed change is to reflect planned spin-off and transformation into a holding company structure (see items 2-4). We have no reason to oppose this resolution. 06/08/06 - A APL (ADVANCED PRODUCTION AND LOADING R0028M100 None 4,486 AS) 1 Open Meeting; Registration of Shareholders None None Mgmt 2 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 3 Approve Notice of Meeting and Agenda For For Mgmt 4 Receive Financial Statements and Statutory For For Mgmt Reports; Approve Allocation of Income 5 Approve Remuneration of Directors For For Mgmt 6 Approve Remuneration of Auditors For For Mgmt 7 Approve 2:1 Stock Split For For Mgmt This is the proposal of the board to split all outstanding shares on a two-to-one (two new shares for every one currently held) basis. The nominal value of the shares would therefore change from NOK 0.50 ($0.074) to NOK 0.25 ($0.037). We support stock splits for various reasons. First, there is no change in shareholder value: the value of their stake in the company stays the same. Second, the share price is lowered, which has the potential to improve liquidity. As the improved liquidity has the potential of expanding the capital base, we recommend a vote in favor of this proposal. 8 Authorize Repurchase of Up to Ten Percent For For Mgmt of Issued Share Capital Some shareholders object to corporations repurchasing shares. They prefer to see extra cash invested in new businesses or paid out as dividends. We believe that when timed correctly, corporate stock repurchases are a legitimate use of corporate funds and can add to long-term shareholder returns. For this reason, we recommend a vote in favor of the board's proposal. 9 Approve Creation of NOK 2.2 Million Pool of For For Mgmt Capital without Preemptive Rights This is a general capital request; that is, the company is seeking the authority to issue shares for no specific purpose. Our guidelines allow for general capital increases without preemptive rights to a maximum of 20 percent of the existing outstanding share capital; this amount is generally more than adequate for unforeseen contingencies. Since the potential dilution amounts to 20 percent, we recommend a vote in favor of this proposal. 10 Increase Size of Board From Six to Seven For For Mgmt Members; Elect Synne Syrrist as New Director 11 Close Meeting None None Mgmt 04/27/06 - A/S APRIL GROUP F0346N106 None 2,865 Ordinary Business 1 Approve Financial Statements and Discharge For Mgmt Management Board and Supervisory Board Members 2 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 3 Approve Allocation of Income and Dividends For Mgmt of EUR 0.33 per Share 4 Confirm Dividend Distributions for Past For Mgmt Three Fiscal Years 5 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 6 Approve Remuneration of Supervisory Board For Mgmt Members in the Aggregate Amount of EUR 75,000 7 Authorize Repurchase of Up to Five Percent For Mgmt of Issued Share Capital 8 Elect Gilles Pardi as Supervisory Board For Mgmt Member 9 Appoint Deloitte and Associes as Auditors For Mgmt and Cabinet BEAS as Deputy Auditors 10 Authorize Filling of Required For Mgmt Documents/Other Formalities Special Business 11 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares 12 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 10 Million 13 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 10 Million 14 Authorize Board to Increase Capital in the For Mgmt Event of Demand Exceeding Amounts Submitted to Shareholder Vote Above 15 Authorize Capital Increase of up to 10 For Mgmt Percent of Issued Capital for Future Acquisitions 16 Approve Stock Option Plans Grants For Mgmt 17 Authorize up to 5 Percent of Issued Capital For Mgmt for Use in Restricted Stock Plan 18 Approve Employee Savings-Related Share For Mgmt Purchase Plan 19 Amend Articles of Association to Reflect For Mgmt Legal Changes Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/17/06 - A Arcadis N.V. (Formerly Heidemij) N0605M139 05/17/06 5,524 1a Open Meeting None Mgmt 1b Receive Announcements (non-voting) None Mgmt 2 Receive Report of Supervisory Board None Mgmt 3 Receive Report of Management Board None Mgmt 4a Approve Financial Statements and Statutory For Mgmt Reports 4b Approve Dividends of EUR 0.66 Per Share For Mgmt 5a Approve Discharge of Management Board For Mgmt 5b Approve Discharge of Supervisory Board For Mgmt 6 Ratify KPMG Accountants N.V. as Auditors For Mgmt Elect One of Two Candidates 7a.1 Elect Friedrich Schneider to Management For Mgmt Board 7a.2 Elect Anja van Bergen-van Kruijsbergen to Against Mgmt Management Board Elect One of Two Candidates 7b.1 Elect Ben van der Klift to Management Board For Mgmt 7b.2 Elect Anja van Bergen-van Kruijsbergen to Against Mgmt Management Board 8a Reelect Rijnhard W.F. van Tets to For Mgmt Supervisory Board 8b Reelect Carlos Espinosa de Los Monteros to For Mgmt Supervisory Board 8c Announce Vacancies on Supervisory Board None Mgmt 9a Authorize Board to Issue Common and For Mgmt Cumulative Financing Preferred Shares Up To 10 Percent of Issued Share Capital (20 Percent in Connection with Merger or Acquisition); Authority to Issue Cumulative Preferred Shares Up To 100 Percent of Issued Capital 9b Authorize Board to Exclude Preemptive For Mgmt Rights from Issuance Under Item 9a 10 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 11 Allow Questions None Mgmt 12 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/16/06 - A Asahi Pretec *5855* J0274J107 03/31/06 20,003 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 16, Final JY 20, Special JY 0 2 Approve Payment of Annual Bonuses to For Against Mgmt Directors Because Asahi Pretec has implemented a takeover defense without a shareholder vote, and because shareholders do not have the opportunity to vote on the reelection of the incumbent directors this year, ISS recommends that shareholders oppose the payment of annual bonuses to those directors. 3 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Reduce Directors Term in Office - Authorize Public Announcements in Electronic Format - Limit Rights of Odd-Lot Holders - Update Terminology to Match that of New Corporate Law Because allowing the company to determine income allocation solely at the board's discretion is not in shareholders' interest, we recommend that shareholders oppose the whole resolution. 4 Elect Director For For Mgmt 5 Approve Special Payment to Continuing For Against Mgmt Director in Connection with Abolition of Retirement Bonus System Because Asahi Pretec has implemented a takeover defense without a shareholder vote, and because shareholders do not have the opportunity to vote on the reelection of the incumbent directors this year, ISS recommends that shareholders oppose this lump-sum payment to the company's president and representative director. 04/05/06 - A/S ASM BRESCIA SPA T0452Q104 04/03/06 41,976 Annual Meeting Agenda - Ordinary Business 1 Elect One Director to the Board For Mgmt 2 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares 3 Accept Financial Statements, Consolidated For Mgmt Accounts, and Statutory Reports Special Business 1 Amend Articles 1, 4, 9, 11, 12, 13, 14, 21, For Mgmt 23 and 24 of the Company's Bylaws, Partially In Connection with New Italian Company Law Regulations Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/08/06 - A/S Assystem (Formerly Assystem Brime) F1187H133 None 7,264 Ordinary Business 1 Approve Financial Statements and Discharge For Mgmt Directors 2 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 3 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 4 Approve Allocation of Income and Dividends For Mgmt of EUR 0.35 per Share 5 Approve Remuneration of Directors in the For Mgmt Aggregate Amount of EUR 224,000 6 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 7 Ratify Election of Francois Jouven as For Mgmt Supervisory Board Member 8 Ratify Election of Caisse des Depots et des For Mgmt Consignations as Supervisory Board Member 9 Ratify Election of John Pix Weston as For Mgmt Supervisory Board Member 10 Reelect Michel Combes as Supervisory Board For Mgmt Member 11 Reelect Jean-Pierre Desgeorges as For Mgmt Supervisory Board Member 12 Reelect Gilbert Lehmann as Supervisory For Mgmt Board Member 13 Reelect Jean-Pascal Tranie as Supervisory For Mgmt Board Member Special Business 14 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 15 Million 15 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 15 Million 16 Authorize Capitalization of Reserves of Up For Mgmt to 2 Percent of Capital for Bonus Issue or Increase in Par Value 17 Authorize Filing of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/04/06 - A Aur Resources Inc. *AUR.* 051524106 03/15/06 45,652 1 Elect Directors Jorge Carey, Douglas M. For For Mgmt Deruchie, James W. Gill, William J.A. Kennedy, Martin Claude Lepage, Peter McCarter, William J. Robertson and Howard R. Stockford 2 Approve PricewaterhouseCoopers LLP as For For Mgmt Auditors and Authorize Board to Fix Remuneration of Auditors 04/25/06 - A Auriga Industries (formerly Cheminova K0834D101 04/04/06 8,253 Holding) 1 Receive Report of Board None None Mgmt 2 Approve Financial Statements and Statutory For For Mgmt Reports; Approve Discharge of Management and Board 3 Approve Allocation of Income For For Mgmt 4 Reelect Johannes Jacobsen and Jan Stranges For For Mgmt as Directors 5 Reappoint Deloitte as Auditors For For Mgmt 6 Authorize Repurchase of up to 10 Percent of For For Mgmt Issued Share Capital 06/07/06 - A Autonomy Corporation Plc G0669T101 None 54,220 1 Accept Financial Statements and Statutory For Against Mgmt Reports 2 Approve Remuneration Report For Against Mgmt 3 Re-elect Richard Gaunt as Director For For Mgmt 4 Re-elect Richard Perle as Director For For Mgmt 5 Reappoint Deloitte & Touche LLP as Auditors For For Mgmt of the Company 6 Authorise Board to Fix Remuneration of For For Mgmt Auditors 7 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 46,228.22 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 30,657.66 9 Authorise 27,407,950 Ordinary Shares for For For Mgmt Market Purchase 10 Amend Articles of Association Re: For For Mgmt Indemnification 05/26/06 - A BABCOCK & BROWN LTD *BNB* Q1243A104 05/24/06 45,144 1 Adopt the Remuneration Report for the Year For For Mgmt Ended Dec. 31, 2005 2 Elect James Fantaci as Director For Against Mgmt Fantaci is an executive director on a board where executives and non-independent non-executive directors hold two-thirds of the board seats. A vote against this item is therefore recommended. 3 Elect Michael Sharpe as Director For For Mgmt 4 Elect Joe L Roby as Director For For Mgmt 5 Approve the Grant of 250,000 Options to For For Mgmt Martin Rey Under the Babcock & Brown Ltd Equity Incentive Plan, and the Grant of 250,000 Options to the Trustees of the Babcock & Brown Executive Achievement Share Trust 6 Approve the Grant of 82,960 Bonus Deferral For For Mgmt Rights to James Babcock Under the Babcock & Brown Ltd Equity Incentive Plan, and the Grant of 82,960 Shares to the Trustees of the Babcock & Brown Executive Achievement Share Trust 7 Approve the Grant of 270,942 Bonus Deferral For For Mgmt Rights to Phillip Green Under the Babcock & Brown Ltd Equity Incentive Plan, and the Grant of 270,942 Shares to Babcock & Brown Executive Services Pty Ltd 8 Approve the Grant of 221,159 Bonus Deferral For For Mgmt Rights to Martin Rey Under the Babcock & Brown Ltd Equity Incentive Plan, and the Grant of 221,159 Shares to the Trustees of the Babcock & Brown Executive Achievement Share Trust 9 Approve the Grant of 82,960 Bonus Deferral For For Mgmt Rights to James Fantaci Under the Babcock & Brown Ltd Equity Incentive Plan, and the Grant of 82,960 Shares to the Trustees of the Babcock & Brown Executive Achievement Share Trust 10 Ratify Past Issuance of 2.65 Million For For Mgmt Subordinated Notes 11 Approve Appointment of Ernst & Young as For For Mgmt Auditors 12/22/05 - S BABIS VOVOS INTERNATIONAL TECHNICAL SA X0281R104 None 3,358 1 Decision Re: Acquisition of Real Estate in For Mgmt Compliance With Greek Company Law 2 Other Business (Non-Voting) None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/10/06 - A Ballast Nedam NV N0838E102 05/03/06 4,161 1 Open Meeting None Mgmt 2a Receive Report of Management Board None Mgmt 2b Considerations Regarding Annual Report None Mgmt 2c Opportunity to Ask Questions to External None Mgmt Auditor 2d Approve Financial Statements and Statutory For Mgmt Reports 2e Approve Company's Dividend Policy For Mgmt 2f Approve Allocation of Income and Dividends For Mgmt of EUR 1.02 per Share 3 Approve Company's Corporate Governance For Mgmt Policy 4 Approve Discharge of Management Board For Mgmt 5 Approve Discharge of Supervisory Board For Mgmt 6 Ratify KPMG Accountants N.V. as Auditors For Mgmt 7a Grant Board Authority to Issue Shares Up To For Mgmt 15 Percent of Issued Share Capital 7b Authorize Board to Exclude Preemptive For Mgmt Rights from Issuance Under Item 7a 8 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 9 Other Business (Non-Voting) None Mgmt 10 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/28/06 - A Baloise Holding H04530202 None 11,250 1 Share Re-registration Consent For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/28/06 - A Baloise Holding H04530202 None 11,250 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Approve Discharge of Board and Senior For Mgmt Management 3 Approve Allocation of Income and Dividends For Mgmt of CHF 2.20 per Share 4 Reelect Christoph Albrecht, Andreas For Mgmt Burckhardt, and Klaus Jenny as Directors 5 Ratify PricewaterhouseCoopers Ltd. as For Mgmt Auditors Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/12/06 - A Banca Italease S.p.A. T11845103 04/10/06 24,432 Annual Meeting Agenda 1 Accept Financial Statements, Consolidated For Mgmt Accounts, and Statutory Reports Relative to the Fiscal Year Ended on Dec. 31, 2005 2 Fix Number of Directors on the Board; Elect For Mgmt Directors Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/26/06 - A Banco De Sabadell E15819118 None 49,043 1 Approve Financial Statements, Allocation of For For Mgmt Income and Distribution of Dividend, and Discharge Directors for Fiscal Year 2005 2 Ratify Appointment of Isak Andic Ermay as For For Mgmt Director 3.1 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities without Preemptive Rights 3.2 Authorize Issuance of Non-Convertible For For Mgmt Debentures, Preference Shares, Bonds or Other Debt Instruments 4 Authorize Repurchase Shares For For Mgmt 5 Approve Auditors For For Mgmt 6 Authorize Board to Ratify and Execute For For Mgmt Approved Resolutions 04/28/06 - A Banco Popolare di Verona e Novara Scrl T1866D101 04/26/06 35,646 (Frmly Banca Popolare Annual Meeting Agenda 1 Approve Financial Statements, Consolidated For Mgmt Statements, Statutory Reports, and Allocation of Income 2 Fix the Directors' Attendance Fees for the For Mgmt Fiscal Year 2006 3 Elect Directors for the Three-Year Term For Mgmt 2006-2008 Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/23/06 - A Bando Chemical Industries Ltd. *5195* J03780129 03/31/06 9,297 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 4, Final JY 4, Special JY 5 The payout ratio is 37 percent based on consolidated earnings, or 52 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Amend Business Lines - For For Mgmt Decrease Authorized Capital to Reflect Share Repurchase - Update Terminology to Match that of New Corporate Law The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several changes. First, the company seeks to delete language in its articles on its engagement in businesses which are not related to its core business of manufacturing chemicals, as the company hopes to concentrate on its core business. Next, the board is seeking to decrease authorized capital from 381.1 million to 378.5 million shares to reflect the repurchase and cancellation of shares during the fiscal year under review. We have no reason to oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For The nominiees are both insiders and are being reappointed to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 4 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors The ceiling will remain as JY 240 million per year. However, after this meeting, the number of directors will be decreasing from 7 to 6, meaning that the per capita compensation ceiling is actually increasing. Because the new ceiling is not inordinately high and the company has been profitable, we see no reason to oppose this resolution. 06/25/06 - A Bank of Iwate Ltd. *8345* J25510108 03/31/06 2,011 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 25, Final JY 25, Special JY 10 Payout ratio is approximately 11 percent. 2 Amend Articles to: Decrease Authorized For For Mgmt Capital to Reflect Share Repurchase - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. The company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. The board is also seeking to decrease authorized capital from 49.6 million to 49.45 million shares to reflect the repurchase and cancellation of shares during the fiscal year under review. 3 Elect Director For For Mgmt The candidate is an insider. He is an executive who is new to the board. Following this meeting, there will be 3 outsiders on the board. 4 Appoint Internal Statutory Auditor For For Mgmt The nominee for independent auditor, an attorney, passes our test for independence. 5 Approve Retirement Bonuses for Director and For Against Mgmt Statutory Auditor The retiring auditor has been designated by the company as independent. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing this item. 06/29/06 - A Bank of Nagoya Ltd. *8522* J47442108 03/31/06 11,318 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 3, Final JY 3, Special JY 0 Payout ratio is approximately 13 percent. 2 Amend Articles to: Decrease Authorized For For Mgmt Capital to Reflect Share Repurchase - Limit Rights of Odd-lot Holders - Limit Liability of Non-Executive Directors and Statutory Auditors - Delete References to Preferred Shares The most important change would give the bank the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. Because such limitations are seen as necessary to attract qualified outsiders to serve in these positions, we do not oppose such amendments. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For The board size is increasing from 13 to 14, but will still include no outsiders. Candidates 13 and 14 are new to the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 3.11 Elect Director --- For 3.12 Elect Director --- For 3.13 Elect Director --- For 3.14 Elect Director --- For 4 Approve Retirement Bonus for Director For For Mgmt The retiring director is an insider. 5 Approve Adjustment to Aggregate For For Mgmt Compensation Ceilings for Directors and Statutory Auditors The increases are intended to accomodate the additional director, and the fact that annual bonuses will henceforth be part of these compensation ceilings. The increases are reasonable in light of the bank's performance. 04/26/06 - A Beter Bed Holding Nv N1319A106 04/19/06 1,161 1 Open Meeting None Mgmt 2a Receive Report of Management Board None Mgmt 2b Receive Report of Supervisory Board None Mgmt 2c Allow Questions None Mgmt 2d Approve Financial Statements and Statutory For Mgmt Reports 2e Receive Explanation on Company's Dividend None Mgmt Policy 2f Approve Dividends of EUR 1.50 Per Share For Mgmt 2g Approve Discharge of Management Board For Mgmt 2h Approve Discharge of Supervisory Board For Mgmt 3 Approve of Company's Corporate Governance For Mgmt Structure 4 Approve Remuneration Report Containing For Mgmt Remuneration Policy for Management Board Members 5 Amend Articles in Connection With Share For Mgmt Split 6 Grant Board Authority to Issue Shares Up To For Mgmt 10 Percent of Issued Capital and Restricting/Excluding Preemptive Rights 7 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 8 Reelect Jaap Blokker and Maerten van For Mgmt Seggelen to Supervisory Board 9 Ratify Ernst & Young as Auditors For Mgmt 10 Receive Announcements None Mgmt 11 Other Business None Mgmt 12 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 03/27/06 - A Binck NV (frmely Aot Nv) N0575W117 None 15,464 1 Open Meeting None Mgmt 2 Receive Report of Management Board None Mgmt 3 Discussion on Company's Corporate None Mgmt Governance Structure 4a Approve Financial Statements and Statutory For Mgmt Reports 4b Approve Dividends of EUR 0.16 Per Share For Mgmt 5 Approve Discharge of Management Board For Mgmt 6 Approve Discharge of Supervisory Board For Mgmt 7 Approve Remuneration of Board of Directors For Mgmt 8 Elect P. Aartsen to Management Board For Mgmt 9 Grant Board Authority to Issue Shares Up To For Mgmt 10 Percent of Issued Capital and Authorization to Exclude Preemptive Rights from Issuance 10 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 11 Allow Questions None Mgmt 12 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/08/06 - A/S Biomerieux F1149Y109 None 3,377 Ordinary Business 1 Approve Financial Statements and Statutory For Mgmt Reports 2 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 3 Approve Allocation of Income and Dividends For Mgmt of EUR 0.46 per Share 4 Approve Standard Accounting Transfers to For Mgmt Retained Earnings 5 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 6 Reelect Deloitte et Associes as Auditor For Mgmt 7 Reelect BEAS as Alternate Auditor For Mgmt 8 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital Special Business 9 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares 10 Approve Issuance of up to Aggregate Nominal For Mgmt Amount up to 35 Percent of the Capital for a Private Placement 11 Approve Employee Savings-Related Share For Mgmt Purchase Plan 12 Authorize Filing of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/29/06 - A BML Inc. *4694* J0447V102 03/31/06 3,999 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 7.5, Final JY 12.5, Special JY 0 2 Amend Articles to: Limit Rights of Odd-lot For For Mgmt Holders - Update Terminology to Match that of New Corporate Law These changes are routine. 3 Elect Directors For For Mgmt 4 Appoint Alternate Internal Statutory Auditor For For Mgmt He meets ISS criteria for independence. 5 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors The company seeks approval for a deep-discount option plan for its directors as part of an overhaul of the director compensation ceiling. BML seeks to establish a ceiling of JY 30 million per year for stock option compensation, on top of the existing ceiling for cash compensation. The maximum number of shares granted pursuant to the plan is 12,000 per year, or a small fraction of one percent of the company's issued capital. The exercise price will be set at JY 1 per share. Options may be exercised during a time frame determined by the directors, between 2006 and 2026. However, options may only be exercised after the recipient steps down from his or her position as director or executive officer. This plan is intended to replace the seniority-based retirement bonus system, which the company has abolished, with compensation based on share price performance. Restricted stock plans of the type seen in other countries are not allowed in Japan, but a similar effect is achieved by granting options which may not be exercised until a triggering event occurs. Because the modest size of this plan is not a concern for shareholders, and because this plan will contribute to a greater consciousness of the company's share price, we recommend that shareholders approve this resolution. 6 Approve Deep Discount Stock Option Plan for For For Mgmt Executive Officers The company seeks approval for a deep-discount option plan for its executive officers. The maximum number of shares granted pursuant to the plan is 3,000, or a small fraction of one percent of the company's issued capital. The exercise price will be set at JY 1 per share. Options may be exercised during a time frame determined by the directors, between 2006 and 2026. However, options may only be exercised after the recipient steps down from his or her position as director or executive officer. This plan is intended to replace the seniority-based retirement bonus system, which the company has abolished, with compensation based on share price performance. Restricted stock plans of the type seen in other countries are not allowed in Japan, but a similar effect is achieved by granting options which may not be exercised until a triggering event occurs. Because the modest size of this plan is not a concern for shareholders, and because this plan will contribute to a greater consciousness of the company's share price, we recommend that shareholders approve this resolution. 05/16/06 - A Boehler-Uddeholm Ag A1071G105 None 2,778 1 Receive Financial Statements and Statutory None Mgmt Reports 2 Approve Allocation of Income For Mgmt 3 Approve Discharge of Management and For Mgmt Supervisory Board 4 Approve Remuneration of Supervisory Board For Mgmt Members 5 Ratify Auditors For Mgmt 6 Approve EUR 9.3 Million Capitalization of For Mgmt Reserves for Increase in Par Value 7 Approve 4:1 Stock Split For Mgmt 8 Amend Articles to Reflect Changes in For Mgmt Capital and Stock Split 9 Elect Supervisory Board Members For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 01/13/06 - S Boskalis Westminster (Koninklijke NV) N14952225 None 887 Informational Meeting Only 1 Open Meeting None Mgmt 2 Announcement of Appointment of J.H. Kamps None Mgmt to Management Board 3 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/25/06 - A Bradford & Bingley PLC. G1288A101 None 118,054 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 12.3 Pence Per For For Mgmt Ordinary Share 4 Re-elect Stephen Webster as Director For For Mgmt 5 Re-elect Robert Dickie as Director For For Mgmt 6 Elect Chris Gillespie as Director For For Mgmt 7 Elect Chris Willford as Director For For Mgmt 8 Reappoint KPMG Audit Plc as Auditors of the For For Mgmt Company 9 Authorise Board to Fix Remuneration of For For Mgmt Auditors 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 50,000,000 11 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 7,930,000 12 Authorise 63,400,000 Ordinary Shares for For For Mgmt Market Purchase 13 Amend Articles of Association Re: For For Mgmt Indemnification 06/08/06 - A/S Breakwater Resources Ltd. *BWR.* 106902307 05/09/06 62,275 1 Elect Directors Garth A.C. MacRae, George For For Mgmt E. Pirie, Ned Goodman, Jonathan C. Goodman, Donald K. Charter, Grant A. Edey and A. Murray Sinclair Jr. 2 Approve PricewaterhouseCoopers LLP as For For Mgmt Auditors and Authorize Board to Fix Remuneration of Auditors 3 Amend Share Incentive Plan For Against Mgmt Vote Recommendation The total cost of the company's plans of 5.14 percent is above the allowable cap for this company of 4.90 percent. We oppose the amendment as well, based on non-employee directors ability to participate in options on a discretionary basis. This is a practice which gives rise to the possibility of self-dealing by directors in options. Directors who are able to grant themselves options without limit could find their independence compromised. 4 Approve Reduction in Share Capital For For Mgmt 5 Allow Board to Appoint Additional Directors For For Mgmt Between Annual Meetings 04/28/06 - A/S Brembo SPA T2204N108 04/26/06 19,752 Ordinary Business 1 Elect Directors and Approve Remuneration of For Mgmt Directors 2 Accept Financial Statements and Statutory For Mgmt Reports for Fiscal Year 2005 3 Accept Consolidated Financial Statements For Mgmt 4 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares 5 Integrate the Mandate of the External For Mgmt Auditors for the Fiscal Year 2005 6 Amend Incentive Scheme (Rewarding For Mgmt Governance Performance' 2006-2008) Special Business 7 Amend Article 4 of the Company Bylaws For Mgmt Related to the Corporate Purpose Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/03/06 - A Brostroem AB W1811K107 04/26/06 13,561 1 Open Meeting None None Mgmt 2 Elect Chairman of Meeting For For Mgmt 3 Prepare and Approve List of Shareholders For For Mgmt 4 Approve Agenda of Meeting For For Mgmt 5 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 6 Acknowledge Proper Convening of Meeting For For Mgmt 7A Receive Financial Statements and Statutory None None Mgmt Reports 7B Receive President's Report None None Mgmt 7C Receive Board and Committee Reports None None Mgmt 8A Approve Financial Statements and Statutory For For Mgmt Reports 8B Approve Allocation of Income and Dividends For For Mgmt of SEK 8 per Share 8C Approve Discharge of Board and President For For Mgmt 9 Determine Number of Members (8) and Deputy For For Mgmt Members (0) of Board 10 Approve Remuneration of Directors in the For For Mgmt Aggregate Amount of SEK 2.4 Million; Approve Remuneration of Auditors 11 Reelect Stig-Arne Blom, Peter Cowling, For For Mgmt Carel van den Driest, Lars-Olof Gustavsson, Claes Lundblad, Leif Rogersson, Fredrik Svensson and Wilhelm Wilhelmsen as Directors 12 Authorize Repurchase of Up to Ten Percent For For Mgmt of Issued Share Capital and Reissuance of Repurchased Shares 13 Amend Articles Re: Various Changes to For For Mgmt Comply with New Swedish Companies Act 14 Approve Creation of SEK 6.5 Million Pool of For For Mgmt Capital without Preemptive Rights 15 Close Meeting None None Mgmt 05/18/06 - A Brunel International N1677J103 None 5,398 1 Open Meeting None Mgmt 2 Receive Report of Management Board None Mgmt 3 Approve Financial Statements and Statutory For Mgmt Reports 4 Approve Discharge of Management Board For Mgmt 5 Approve Discharge of Supervisory Board For Mgmt 6 Receive Explanation on Company's Reserves None Mgmt and Dividend Policy 7 Approve Allocation of Income and Dividends For Mgmt of EUR 0.30 per Share 8a Grant Board Authority to Issue Shares Up To For Mgmt 5 Percent of Issued Ordinary Share Capital 8b Authorize Board to Exclude Preemptive For Mgmt Rights from Issuance Under Item 8a 9 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 10 Discussion on Company's Corporate None Mgmt Governance Structure 11 Elect Daan van Doorn to Supervisory Board For Mgmt 12 Ratify Deloitte Accountants B.V. as Auditors For Mgmt 13 Allow Questions None Mgmt 14 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/13/06 - A Buhrmann N.V. (Formerly Knp Bt (N.V. N17109104 04/06/06 40,160 Koninklijke Knp) 1 Open Meeting None Mgmt 2a Receive Report of Management and None Mgmt Supervisory Board 2b Approve Financial Statements and Statutory For Mgmt Reports 2c Receive Explanation on Reserves and None Mgmt Dividend Policy 2d Approve Dividend of EUR 0.17 Per Share For Mgmt 2e Approve Discharge of Management Board For Mgmt 2f Approve Discharge of Supervisory Board For Mgmt 3 Approve Changes to Remuneration Policy of For Mgmt Management Board Members 4a Reelect J. Peelen to Supervisory Board For Mgmt 4b Elect F.L.V. Meysman to Supervisory Board For Mgmt 5 Ratify PricewaterhouseCoopers Accountants For Mgmt as Auditors 6 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 7a Grant Board Authority to Issue Shares Up To For Mgmt 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger 7b Authorize Board to Exclude Preemptive For Mgmt Rights from Issuance Under Item 7a 7c Grant Board Authority to Issue Preference For Mgmt Shares B Up To 100 Percent of Issued Capital 8 Approve Remuneration of Supervisory Board For Mgmt 9 Allow Questions None Mgmt 10 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/28/06 - A/S Buongiorno Vitaminic SPA T9787X106 04/26/06 66,045 Ordinary Business 1 Accept Financial Statements and Statutory For Mgmt Reports for Fiscal Year 2005 2 Elect External Auditors for the Six-Year For Mgmt Term 2006-2011 Special Business 1 Approve Stock Option Plan for Directors and For Mgmt Employees of Buongiorno Vitaminic SpA and its Subsidiaries 2 Approve Increase in Capital of up to EUR For Mgmt 1.170 Million Through Issuance of up to 4.500 Shares Without Preemptive Rights for the Execution of a Stock Option Plan for Directors and Employees 3 Amend Article 1 of Bylaws (Company's Name) For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/20/06 - S Bure Equity Ab (Formerly Bure W72479103 06/14/06 114,298 Investment AB) 1 Open Meeting None None Mgmt 2 Elect Chairman of Meeting For For Mgmt 3 Prepare and Approve List of Shareholders For For Mgmt 4 Approve Agenda of Meeting For For Mgmt 5 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 6 Acknowledge Proper Convening of Meeting For For Mgmt 7 Amend Remuneration Policy And Other Terms For For Mgmt of Employment For Executive Management According to the Swedish Corporate Governance Code (based on the comply-or-explain principle) that came into effect on July 1, 2005, a proposal for the company's policy on remuneration and other terms of employment for senior management is to be presented to the general meeting for approval. The recommendations of the Code currently apply only to companies listed on the two major indices of the Stockholm Stock Exchange. Bure Equity presented this proposal for shareholder approval at the company's April 27, 2006, AGM. ISS recommended a vote in favor of the resolution. At this EGM, the company now asks for board approval to extend the company's principles for remuneration and other terms of employment to the executive management of Bure Equity's portfolio companies. ISS supports the company's existing executive remuneration policy and believes it is good corporate governance practice to extend this policy to other areas of the company Therefore, we recommend a vote in favor of this item. 8 Approve Stock Option Plans for For Against Mgmt Subsidiaries; Approve Issuance of Options in Subsidiaries Citat Group AB (720,654 Options), Cygate AB (36.8 Million Options), and Mercuri International Group AB (250 Options) This item asks for approval of stock option plans to employees of three wholly-owned or nearly wholly-owned subsidiaries. (1) Citat Group AB: The potential dilution amounts to 8 percent in terms of the share capital of Citat. The company does not have any other outstanding option plans. . Conversion may take place during the period August 1-31, 2011, or on an earlier date when the company's shares are listed. The conversion price is estimated to be the current market value of the share indexed by 10 percent annually, equal to SEK 46.50 ($6.54) at the expiration date of the plan. (2) Cygate AB: The potential dilution amounts to 6.9 percent in terms of the share capital of Cygate. The company does not have any other outstanding option plans. Conversion may take place during the period August 1-31, 2011, or on an earlier date when the company's shares are listed. The conversion price is estimated to be the current market value of the share indexed by 10 percent annually, equal to SEK 1.21 ($0.17) at the expiration date of the plan. (3) Mercuri International Group AB: Under this plan, about 70 employees will acquire 80 percent of the shares in a newly formed Swedish limited-liability company. The remaining 20 percent will be acquired by Bure Equity. The potential dilution amounts to 25 percent in terms of the share capital of Mercuri. The company does not have any other outstanding option plans. Conversion may take place during the period August 1-31, 2011, or on an earlier date when the company's shares are listed. The conversion price is estimated to be the current market value of the share indexed by 10 percent annually, equal to SEK 442,840 ($62,284) at the expiration date of the plan. For growth companies, such as Bure Equity, shares available should be no more than 10 percent of the issued capital or voting rights at the time of approval under all plans. While plans (1) and (2) meet our guidelines for dilution of share capital within a company (Citat Group and Cygate respectively), the dilution under plan (3) exceeds our guidelines. Due to the high dilution under this plan, we recommend a vote against this item. 9 Close Meeting None None Mgmt 06/05/06 - A Capital & Regional Plc (frm. Capital & G18676109 None 1,788 Regional Prop) 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of 11 Pence Per For For Mgmt Ordinary Share 3 Re-elect William Sunnucks as Director For For Mgmt 4 Re-elect Pierre-Yves Gerbeau as Director For For Mgmt 5 Re-elect Hans Mautner as Director For For Mgmt 6 Re-elect Paul Stobart as Director For For Mgmt 7 Reappoint Deloitte & Touche LLP as Auditors For For Mgmt and Authorise the Board to Determine Their Remuneration 8 Approve Remuneration Report For For Mgmt 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 2,366,682 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Value Equal to Five Percent of the Issued Ordinary Share Capital 11 Authorise 7,100,047 Ordinary Shares for For For Mgmt Market Purchase 06/28/06 - A CARRERE GROUP F1393K102 None 2,142 1 Approve Financial Statements and Statutory For Mgmt Reports 2 Approve Allocation of Income and Omission For Mgmt of Dividends 3 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 4 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 5 Approve Discharge of Management and For Mgmt Supervisory Board and of Auditors 6 Reelect Olivier Roussel as Supervisory For Mgmt Board Member 7 Ratify PriceWaterhouseCoopers Audit as For Mgmt Auditor and Christian Perrier as Alternate Auditor 8 Approve Standard Accounting Transfers For Mgmt 9 Authorize Filing of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/04/06 - A CCS Income Trust *CCR.U* 12501U102 03/20/06 4,636 1 Elect David P. Werklund, Naveen Dargan, For For Mgmt Brian J. Evans, J. Sherrold Moore, Brad R. Munro, and Bradley J. Thomson as Directors 2 Approve Ernst & Young LLP as Auditors and For For Mgmt Authorize Board to Fix Remuneration of Auditors 11/02/05 - S Celesio AG (formerly Gehe AG) D1497R104 None 5,213 1 Amend Articles Re: Designate Electronic For Mgmt Publications for Meeting Announcements and Invitation to Shareholder Meetings Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/20/06 - A Cementir SpA T27468171 04/18/06 29,565 Annual Meeting Agenda 1 Accept Financial Statements and Statutory For Mgmt Reports for the Fiscal Year 2005 2 Fix Number of Directors on the Board; Elect For Mgmt Directors for the Three-Year Term 2006-2008; Determine Directors' Remuneration 3 Elect External Auditors for the Six-Year For Mgmt Term 2006-2011; Fix Auditors' Remuneration Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/23/06 - A CENTURY LEASING SYSTEM INC. *8439* J05607106 03/31/06 12,676 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 8.5, Final JY 11.5, Special JY 0 The payout ratio is 15 percent based on consolidated earnings, or 18 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Amend Business Lines - For For Mgmt Authorize Appointment of Alternate Statutory Auditors - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Directors and Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes as follows. First, the company seeks to expand its business lines to engage in the rental of medical equipment. The proposed change is related to the company's core business. We do not oppose this resolution. Second, the company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. Third, the company seeks the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 16 are all insiders. Following this meeting, there will be no outsiders on the board 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 3.11 Elect Director --- For 3.12 Elect Director --- For 3.13 Elect Director --- For 3.14 Elect Director --- For 3.15 Elect Director --- For 3.16 Elect Director --- For 4 Approve Retirement Bonuses for Directors For For Mgmt In this case, the recipients have held executive positions with the company, and we have no reason to oppose this resolution. 05/03/06 - A CERMAQ ASA R1536Z104 None 23,200 1 Open Meeting None None Mgmt 2 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 3 Approve Notice of Meeting and Agenda For For Mgmt 4 Approve Financial Statements and Statutory For For Mgmt Reports; Approve Allocation of Income and Dividends of NOK 1.85 per Share 5 Approve Creation of NOK 50 Million Pool of For For Mgmt Capital without Preemptive Rights 6 Authorize Repurchase of Up to Five Percent For For Mgmt of Issued Share Capital 7 Approve NOK 750 Million Transfer from Share For For Mgmt Premium Account to Other Equity 8 Approve Creation of NOK 1.1 Million Pool of For Against Mgmt Capital for Employee Stock Purchase Plan For the Norwegian market, ISS generally approves broad-based, employee-directed share purchase plans with discounts up to 20 percent. The plan proposed by the company would allow employees to purchase stock equal to less than 1 percent of the issued share capital at a 20-percent discount. Therefore, this part of the proposal falls within our guidelines. The company has not, however, disclosed the strike price of the proposed stock option plan. Therefore, although the potential dilution from stock options is reasonable (2.4 percent when including the existing plan), shareholders are advised to vote against the proposal. 9 Approve Remuneration of Auditors in the For For Mgmt Amount of NOK 524,000 for 2005 10 Approve Remuneration of Directors in the For For Mgmt Amount of NOK 300,000 for Chairman, NOK 170,000 for Deputy Chairman, NOK 150,000 for Other Directors, and NOK 2,000 per Meeting for Substitute Representatives 11 Receive Announcement That No Directors Will None None Mgmt Be Elected at This Meeting 12 Elect Reier Soeberg (Chair), Jarl Ulvin, For For Mgmt and Gunnar Bjoerkavaag as Members of Nominating Committee Shareholder Proposals 13 Shareholder Proposal: Instruct Board to None Against ShrHoldr Undertake the Necessary Steps to Adopt Salmon Production Techniques to Eliminate Disease Transfer, Waste Pollution and Escapes, and To Assure that Fish Food Is Only from Sustainable Fisheries The shareholder raises a concern with respect to the maintenance of safe and environmentally proper salmon production techniques that is of great importance to the company's business. It appears, however, that the company has adequately addressed the safety and environmental concerns relating to its business. Therefore, we recommend a vote against this proposal. 05/04/06 - A CFE, Compagnie d'Entreprises B27818101 None 93 1 Receive Directors' and Auditors' Reports None Mgmt 2 Accept Financial Statements For Mgmt 3 Accept Consolidated Financial Statements For Mgmt 4 Approve Allocation of Income and Dividends For Mgmt of EUR 10.50 per Share 5 Approve Discharge of Directors For Mgmt 6 Approve Discharge of Auditors For Mgmt 7 Elect Directors For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/27/06 - A Charter Plc G2067Y104 None 106,749 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Re-elect David Gawler as Director For For Mgmt 3 Re-elect Robert Careless as Director For For Mgmt 4 Re-elect James Bruce as Director For For Mgmt 5 Re-elect John Neill as Director For For Mgmt 6 Reappoint PricewaterhouseCoopers LLP as For For Mgmt Auditors of the Company 7 Authorise Board to Fix Remuneration of For For Mgmt Auditors 8 Approve Remuneration Report For For Mgmt 9 Approve Increase in Authorised Capital from For For Mgmt GBP 4,300,000 to GBP 4,600,000 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 1,102,776 11 Authorise Issue of Equity or Equity-Linked For For Mgmt Securites without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 165,416 12 Authorise 16,000,000 Ordinary Shares for For For Mgmt Market Purchase 05/25/06 - A Chaucer Holdings Plc G2071N102 None 177,691 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of 2.05 Pence Per For For Mgmt Ordinary Share 3 Approve Remuneration Report For For Mgmt 4 Re-elect Ewen Gilmour as Director For For Mgmt 5 Re-elect Richard Scholes as Director For For Mgmt 6 Re-elect Mark Graham as Director For For Mgmt 7 Reappoint Ernst & Young LLP as Auditors and For For Mgmt Authorise the Board to Determine Their Remuneration 8 Approve Chaucer Deferred Share Bonus Plan For For Mgmt 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 24,832,682 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 3,724,902.25 11 Authorise 29,799,218 Ordinary Shares for For For Mgmt Market Purchase 12 Adopt New Articles of Association For For Mgmt 13 Amend Articles of Association Re: For For Mgmt Indemnification 14 Approve Increase in Remuneration of For For Mgmt Non-Executive Directors to GBP 100,000 15 Amend Articles of Association Re: Unclaimed For For Mgmt Dividends and Untraced Shareholders 16 Amend Memorandum of Association For For Mgmt 05/23/06 - A CLS Holdings Plc G2212D104 None 8,290 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Re-elect Steven Board as Director For For Mgmt 4 Re-elect James Dean as Director For For Mgmt 5 Re-elect Keith Harris as Director For For Mgmt 6 Re-elect Thomas Lundqvist as Director For Against Mgmt are recommending a vote against the election of this director, a non-independent NED, as he sits on the Audit Committee, thus contravening the Combined Code's recommendation that it should comprise only independent NEDs. 7 Re-elect Bengt Mortstedt as Director For Against Mgmt We recommend shareholders to vote against Bengt Mortstedt's re-election as he is a non-independent NED and the Board does not comprise at least half independent NEDs, as recommended in the Combined Code. 8 Reappoint PricewaterhouseCoopers LLP as For For Mgmt Auditors of the Company 9 Authorise Board to Fix Remuneration of For For Mgmt Auditors 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 6,659,122 11 Approve Transaction with a Related Party For For Mgmt Re: Purchase of Shares From Directors or Persons Connected with Them Pursuant to the Tender Offer 12 Approve Scrip Dividend For For Mgmt 13 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 976,555 14 Authorise 7,812,446 Ordinary Shares for For For Mgmt Market Purchase 15 Authorise 1,905,474 Ordinary Shares for For For Mgmt Market Purchase Pursuant to Tender Offer 16 Amend Articles of Association Re: For For Mgmt Indemnification of Directors 04/27/06 - A CML Healthcare Income Fund *CLC.U* 12582P105 03/24/06 20,642 For Units and Special Voting Unitholders 1 Elect Directors John D. Mull, Steven W. For For Mgmt Chepa, Stephen R. Wiseman and Waldemar Zimmerman 2 Elect Trustees John D. Mull, Steven W. For For Mgmt Chepa, Stephen R. Wiseman and Waldemar Zimmerman 3 Approve PricewaterhouseCoopers LLP as For For Mgmt Auditors and Authorize Board to Fix Remuneration of Auditors 05/30/06 - A/S Cnp Assurances F1876N318 None 8,053 Ordinary Business 1 Approve Financial Statements and Statutory For Mgmt Reports 2 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 3 Approve Allocation of Income and Dividends For Mgmt of EUR 1.91 per Share 4 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 5 Ratify Appointment of Andre Laurent For Mgmt Michelson as Supervisory Board Member 6 Reelect Andre Laurent Michelson as For Mgmt Supervisory Board Member 7 Approve Remuneration of Directors in the For Mgmt Aggregate Amount of EUR 550,000 8 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital Special Business 9 Amend Articles of Association Re: Attend For Mgmt Supervisory Board Meetings by Way of Videoconference and of Telecommunication; Approval of Related-Party Transactions 10 Amend Articles of Association Re: Ordinary For Mgmt and Extraordinary General Meetings Quorums; Bearer Shareholders Participation 11 Authorize Filling of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/27/06 - A Commercial RE Co. (formerly Coyo Corp) J0835Z103 03/31/06 1,157 *8866* 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 12, Special JY 0 The payout ratio is 15 percent based on either parent-only or consolidated earnings. 2 Amend Articles to: Expand Business Lines - For For Mgmt Update Terminology to Match that of New Corporate Law The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 8 are insiders, and candidates 1 to 6 are being reappointed to the board, while candidates 7 and 8 are new to the board. Following this meeting, there will be no outside directors. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For Candidate 8 is the chairman of BUIL Bank Co. Ltd., but has not been designated by the company as an outside director. 4 Appoint Internal Statutory Auditor For For Mgmt The nominee is not designated by the company as independent, and we have no reason to oppose his nomination. 5 Appoint Alternate Internal Statutory Auditor For For Mgmt The nominee is not designated by the company as independent, and we have no reason to oppose his nomination. 6 Approve Retirement Bonuses for Director and For Against Mgmt Statutory Auditors One of the retiring auditors has been designated by the company as independent. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing the whole item. 05/05/06 - A Continental AG D16212140 04/14/06 13,841 1 Receive Financial Statements and Statutory None Mgmt Reports 2 Approve Allocation of Income and Dividends For Mgmt of EUR 1.00 per Share 3 Approve Discharge of Management Board for For Mgmt Fiscal 2005 4 Approve Discharge of Supervisory Board for For Mgmt Fiscal 2005 5 Ratify KPMG Deutsche Treuhand-Gesellschaft For Mgmt Aktiengesellschaft as Auditors 6 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares 7 Elect Christian Streiff to the Supervisory For Mgmt Board; Elect Walter Flecken and Dirk Dreiskaemper as Alternate Supervisory Board Members 8 Approve Creation of EUR 186.17 Million Pool For Mgmt of Capital with Partial Exclusion of Preemptive Rights 9 Approve Issuance of Convertible Bonds For Mgmt and/or Bonds with Warrants Attached up to Aggregate Nominal Amount of EUR 6 Billion with Preemptive Rights; Approve Creation of EUR 149 Million Pool of Capital to Guarantee Conversion Rights 10 Amend Articles Re: Calling of and For Mgmt Registration for Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance) 11 Amend Articles Re: Conducting of For Mgmt Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance) 12 Amend Articles Re: Elimination of Paper For Mgmt Deeds Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/18/06 - A Cosco Corp (Singapore) Ltd (frmlyCosco Y1764Z208 None 235,160 Investment (Singapore 1 Adopt Financial Statements and Directors' For For Mgmt and Auditors' Reports 2 Declare Final Dividend of SGD 0.02 Per Share For For Mgmt 3 Approve Directors' Fees of SGD 155,000 For For Mgmt 4 Reelect Li Jian Hong as Director For For Mgmt 5 Reelect Wang Kai Yuen as Director For For Mgmt 6 Reelect Wang Xing Ru as Director For For Mgmt 7 Reelect Tom Yee Lat Shing as Director For For Mgmt 8 Reappoint PricewaterhouseCoopers as For For Mgmt Auditors and Authorize Board to Fix Their Remuneration 9 Approve Issuance of Shares without For For Mgmt Preemptive Rights 10 Approve Issuance of Shares and Grant of For Against Mgmt Options Pursuant to the Cosco Group Employees Share Option Scheme 2002 In this case, the percentage of shares available under the company's share option scheme is 15 percent of the issued capital, which is considered an unacceptable level of dilution. This scheme cannot be considered sufficiently well structured to justify a potential dilution level of 15 percent. Moreover, the plans allow for the grant of options to executives and to non-executive directors at a discount to market prices, which undermines the incentive impact of the plan. 11 Approve Mandate for Transactions with For For Mgmt Related Parties 05/26/06 - S Cosco Corp (Singapore) Ltd (frmlyCosco Y1764Z208 None 235,160 Investment (Singapore 1 Approve Sale by COSCO (Singapore) Pte. Ltd. For For Mgmt of Identified Vessels to Shenzhen Ocean Shipping Co. Ltd. and COSCO Intl. Trading Co., China at a Total Cash Consideration of $34.0 Million 04/28/06 - A Credito Emiliano S.p.a. (Credem) T3243Z136 04/26/06 27,620 Annual Meeting Agenda 1 Accept Financial Statements at Dec. 31, For Mgmt 2005 and Statutory Reports 2 Fix Number of Directors on the Board; Elect For Mgmt Directors 3 Approve Remuneration of Directors for the For Mgmt Fiscal Year 2006 4 Approval of Attendance Fees for Board For Mgmt Members 5 Approve Directors, Internal Auditors and For Mgmt Managers' Indemnification/Liability Provisions Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 08/26/05 - A Creed Corp. *8888* JP3269750000 05/31/05 203 1 Approve Allocation of Income, Including For For Mgmt the Following Dividends: Interim JY 0, Final JY 1000, Special JY 0 2 Amend Articles to: Expand Business For For Mgmt 3 Elect Directors For For Mgmt 4 Appoint Internal Statutory Auditor For For Mgmt 5 Approve Executive Stock Option Plan For For Mgmt 6 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors 06/02/06 - A CRUCELL NV N23473106 None 19,490 1 Open Meeting None Mgmt 2 Receive Report of Management Board None Mgmt 3 Discussion on Company's Corporate None Mgmt Governance Structure 4a Proposal to Maintain the English Language For Mgmt for the Annual Accounts 4b Approve Financial Statements and Statutory For Mgmt Reports 5 Receive Explanation on Company's Reserves None Mgmt and Dividend Policy 6a Approve Discharge of Management Board For Mgmt 6b Approve Discharge of Supervisory Board For Mgmt 7 Approve Remuneration of Supervisory Board For Mgmt 8 Approve Stock-Based Part of Remuneration For Mgmt Management Board 9 Ratify Deloitte Accountants B.V. as Auditors For Mgmt 10 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 11 Accept Resignation of and Grant Discharge For Mgmt to Jan Oosterveld as a Supervisory Board Member 12 Reelect Jan Oosterveld to Supervisory Board For Mgmt 13 Accept Resignation of and Grant Discharge For Mgmt to Pieter Strijkert as a Supervisory Board Member 14 Other Business (Non-Voting) None Mgmt 15 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/02/06 - A CSR PLC G1790J103 None 35,082 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Elect Anthony Carlisle as Director For For Mgmt 4 Re-elect John Whybrow as Director For For Mgmt 5 Re-elect David Tucker as Director For For Mgmt 6 Re-elect Paul Goodridge as Director For For Mgmt 7 Reappoint Deloitte & Touche LLP as Auditors For For Mgmt and Authorise the Board to Determine Their Remuneration 8 Authorise the Company and Cambridge Silicon For For Mgmt Radio Limited to Make EU Political Organisations Donations up to GBP 12,500 and Incur EU Political Expenditures up to GBP 12,500 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 42,821.41 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 6,423 11 Authorise 6,423,211 Ordinary Shares for For For Mgmt Market Purchase 05/10/06 - A CTS EVENTIM AG D1648T108 None 3,864 1 Receive Financial Statements and Statutory None Mgmt Reports for Fiscal 2005 2 Approve Allocation of Income and Dividends For Mgmt of EUR 0.34 per Share 3 Approve Discharge of Management Board for For Mgmt Fiscal 2005 4 Approve Discharge of Supervisory Board for For Mgmt Fiscal 2005 5 Ratify PricewaterhouseCoopers For Mgmt Wirtschaftspruefungsgesellschaft AG as Auditors for Fiscal 2006 6 Elect Jobst Plog to the Supervisory Board For Mgmt 7 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/28/06 - A Culture Convenience Club Co. *4756* J0845S107 03/31/06 13,167 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 6, Final JY 7.5, Special JY 0 Payout ratio is approximately 19 percent based on parent-company earnings. 2 Amend Articles to: Require Supermajority For Against Mgmt Vote to Remove Director - Authorize Board to Determine Income Allocation - Increase Authorized Capital - Reduce Directors Term in Office - Limit Liability of Directors and Statutory Auditors The company seeks the authority to impose limits on the legal liability of directors and internal auditors, and of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. Next, the company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote and to prohibit the submission of shareholder proposals related to these subjects. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. The company also seeks to specify that removing a director will require a two-thirds majority vote, rather than the simple majority which is the default threshold under the new Corporate Law. Because we do not believe it is in shareholders' interest to increase the percentage of votes required to remove a director from office, this is another reason for us to oppose this resolution. Finally, the company seeks to increase its authorized share capital from 655,289,040 to 757,362,240 shares, an increase of 15 percent. The company currently has 189,340,560 shares outstanding, or about 28.8 percent of the current authorization. After the proposed increase, the company will have 25 percent of its authorized capital outstanding. The company has not disclosed any information about its plans for future share issuances, and has only used boilerplate language stating that the increase in authorized capital is to "flexibly carry out capital policies." However, this increase can also be used to implement a poison pill or other takeover defense, which would not necessarily require shareholder approval. Because an increase in authorized capital which would leave the company with only 25 percent of the new authorization on issue does not meet ISS guidelines for authorized capital increases, we recommend that shareholders vote against this resolution. The company already has ample room under its current authorization ceiling to carry out legitimate share issuances for acquisitions or general financing. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1-8 are insiders; of these, 5 and 6 are new to the board. The overall board size is increasing from 9 to 11. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For Candidates 9-11 are incumbent outside directors. They are the presidents of Top Culture Co., MKS Partners, and Rakuten Inc., respectively. Top Culture and Rakuten have business relationships with CCC subsidiaries. 3.10 Elect Director --- For 3.11 Elect Director --- For 4 Approve Non-Monetary Director Compensation For For Mgmt (Stock Option) CCC seeks approval to set an annual ceiling of JY 300 million for stock option compensation for its directors; on top of the existing ceiling for cash compensation. This ceiling will cover both ordinary (premium priced) options and "deep discount" options. 5 Approve Deep Discount Stock Option Plan for For For Mgmt Directors This item seeks shareholder approval for a "deep-discount" stock option program for directors. Terms of the proposal are as follows. Eligibility: Directors of the company. Shares Available: 20,000 ordinary shares, representing a small fraction of one percent of issued capital. No information about individual grants was provided. Japanese companies are permitted to decide at the time the options are exercised whether to issue new shares or use shares held in treasury. Terms: There will be no consideration paid for the options themselves. The exercise price will be set at JY 1 per share. Options may be exercised between June 29, 2006 and June 30, 2026. However, options may only be exercised after the recipient steps down from his or her position as director. Administration: The full board of directors. Restricted stock plans of the type seen in other markets are still not permitted in Japan. However, a "deep discount option plan" such as the one proposed here functions in much the same way as a restricted stock plan, as the recipient may not exercise the options until after retirement. Such plans first began to appear in Japan in 2003, and approximately a dozen companies proposed them in 2004. The number increased dramatically in 2005. The deep-discount options are intended as a substitute for retirement bonuses, as CCC has abolished its retirement bonus system. Rather than make a cash payment to the directors upon their retirement, the company plans to make annual payments in the form of deep-discount options; subject to shareholder approval each time. This is intended to induce the grantees to focus on share price, as unlike the seniority-based retirement bonus system, grantees will benefit more the greater the appreciation in the company's stock price. ISS applauds the idea of replacing seniority-based compensation with compensation based on share price performance. This should contribute to a greater consciousness on the part of directors concerning the company's share price. Moreover, the modest size of these grants means that dilution to shareholders is not a concern. We have no reason to oppose this resolution. 6 Approve Executive Stock Option Plan For For Mgmt This plan features premium pricing (3 percent), maximum dilution of only 0.8 percent, and option grants made only to employees and directors of the company and its subsidiaries. The exercise period begins two years after the grant date. We have no reason to oppose this resolution. 06/29/06 - A D&M HOLDINGS INC *6735* J1232Z100 03/31/06 47,030 1 Amend Articles to: Change Location of Head For For Mgmt Office - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law The changes are routine ones. 2 Elect Directors For Split Mgmt 2.1 Elect Director --- For 2.2 Elect Director --- For 2.3 Elect Director --- For 2.4 Elect Director --- For 2.5 Elect Director --- For 2.6 Elect Director --- Against Candidates 6, 7, 8 and 10 have been designated as outsiders, but only candidate 10 meets our criteria for independence. Candidate 6, Herman de Haan, is president of the Japanese subsidiary of D&M's second largest shareholder, Phillips Electronics. Candidate 7, Peter Berger, is a former CFO of Ripplewood Holdings, which is the parent company of D&M's largest shareholder RHJ International. He is also a director of several other companies under the Ripplewood umbrella. Candidate 8, Frank Baker, is a managing director of RHJ US Management Inc. Because the benefits of adopting a US-style board are undermined by the appointment of outside directors who lack independence, we recommend that shareholders oppose these nominees 2.7 Elect Director --- Against 2.8 Elect Director --- Against 2.9 Elect Director --- For 2.10 Elect Director --- For Candidate 10, a former vice president of International Paper and director of Boston Acoustics, appears to meet our criteria for independence. 05/26/06 - S Daesang Corporation Y7675E101 04/26/06 22,091 1 Approve Spin-Off Agreement For For Mgmt The company seeks shareholder approval to spin off the construction business from the current company structure. Once the resolution is approved, there will be two entities: Daesang Corporation and "DS Development Corp." The new entity will operate the company's construction business, while Daesang will focus on the food production business. The effective date for the spin-off is July 3, 2006. "DS Development Corp." will remain private after the spin-off. The company has decided to carry out this reorganization in order to ensure more independent business management between the two units and to increase each unit's business responsibilities. The company believes that the split will increase the transparency of management's decision process and improve the company's corporate governance overall. Because current shareholders will continue to have same proportional ownership of both entities following the spin-off, the overall impact of the transaction to shareholders should be limited. Because the reorganization has the potential to boost transparency, we recommend that shareholders vote for this resolution. 05/26/06 - A Daewoong Pharmaceutical Co. Y1915W104 03/31/06 3,620 1 Approve Appropriation of Income and For For Mgmt Dividend of KRW 700 Per Share Proposed dividend is KRW 700 per share, which corresponds to a payout ratio of 18.4 percent, down from 24.7 percent the previous year. Although the payout ratio is a bit low by Korean standards, given that the company increased its dividend from KRW 675 the previous year to KRW 700, we do not oppose this income allocation and dividend proposal at this time. 2 Elect Directors For For Mgmt There are one executive director nominee and one non-independent non-executive director (NED) nominee and two independent non-executive director nominees. The executive director nominee is Lee Jin-Ho, a head of the Production Department of the company. The non-independent NED nominee is Lee Jong-Wook, a visiting professor at Seoul National University and former representative director of Yuhan Chemical Co. The independent NED nominees are Jang Choon, an incumbent director of the company and Lee Choong-Ho, a lawyer at LEE CHOONG HO Law Firm. None of the nominees has engaged in any disclosable transaction with the company within the last three years. The number of directors remains unchanged at nine, of whom three are independent NEDs. We have no reason to oppose this resolution. 3 Approve Limit on Remuneration of Directors For For Mgmt Proposed limit for 2006 is KRW 2 billion, unchanged from 2005. Although last year's actual payout was not disclosed, given that companies in Korea usually do not pay out the entire amount authorized, we see no reason to oppose this resolution. 4 Approve Limit on Remuneration of Auditor For For Mgmt The ceiling for one auditor for 2006 will be unchanged at KRW 150 million. Last year's actual payout was not disclosed. 05/19/06 - A Dah Sing Financial Holdings Ltd. Y19182107 05/12/06 18,400 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend For For Mgmt 3a Elect Chung-Kai Chow as Director For For Mgmt 3b Elect Robert Tsai-To Sze as Director For For Mgmt 3c Elect John Wai-Wai Chow as Director For For Mgmt 3d Elect Yiu-Ming Ng as Director For For Mgmt 4 Approve Remuneration of Directors For For Mgmt 5 Appoint PricewaterhouseCoopers as Auditors For For Mgmt and Authorize Board to Fix Their Remuneration 6 Approve Issuance of Equity or Equity-Linked For Against Mgmt Securities without Preemptive Rights As the share issuance amount is subject to abuse by Hong Kong companies, in the absence of language restricting both discounts and the authority to refresh the share issuance amounts without prior shareholder approval, a vote against is recommended. 7 Authorize Repurchase of Up to 10 Percent of For For Mgmt Issued Share Capital 8 Authorize Reissuance of Repurchased Shares For For Mgmt 06/28/06 - A Daiichi Jitsugyo Co. Ltd. *8059* J09492109 03/31/06 13,954 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 11, Special JY 0 The payout ratio is 27 percent based on consolidated earnings, or 35 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Limit Rights of Odd-lot For For Mgmt Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Non-executive Directors and Statutory Auditors The company seeks the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we we do not oppose this resolution. 3 Appoint Internal Statutory Auditor For For Mgmt The nominee for independent auditor, a tax accountant in private practice, passes our test for independence. 4 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors Ceiling is to be raised, because annual bonuses are now part of the ceiling. The new ceiling is not inordinately high, and the company has been profitable. We see no reason to oppose this resolution. 06/23/06 - A Daito Bank *8563* J10941102 03/31/06 28,765 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 1, Special JY 0 The payout ratio is 5.7 percent. 2 Amend Articles to: Update Terminology to For For Mgmt Match that of New Corporate Law The company seeks to update the terminology of its articles to match that of the new Corporate Law. Nearly all Japanese companies are making these changes in 2006. The changes are routine ones, and we have no reason to oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 5 are all insiders, and candidate 6 is an outside director candidate. Following this meeting, there will be one outsider on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For Candidate 6 has been designated as an outside director. ISS considers him to be an affiliated outsider, as he is a representative director of a business partner of the bank. 4 Appoint External Auditors For For Mgmt The company seeks to appoint Shin-Nihon & Co. as its external audit firm in place of ChuoAoyama Audit Corp., which was recently penalized by Japanese authorities for the role of its auditors in accounting fraud at Kanebo Ltd. 04/25/06 - A DATAMONITOR plc G2659P107 None 5,081 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 4.5 Pence Per For For Mgmt Ordinary Share 4 Reappoint KPMG Audit Plc as Auditors and For For Mgmt Authorise the Board to Determine Their Remuneration 5 Elect Simon Pyper as Director For For Mgmt 6 Elect Anthony Allen as Director For For Mgmt 7 Re-elect Bernard Cragg as Director For For Mgmt 8 Re-elect Graham Albutt as Director For For Mgmt 9 Re-elect Michael Danson as Director For For Mgmt 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 2,405,452 11 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 360,817.80 12 Approve Datamonitor Capital Appreciation For Against Mgmt Plan 2006 13 Adopt New Articles of Association For For Mgmt 04/24/06 - A/S DAVIDE CAMPARI-MILANO-S.p.a. Inc. T24091117 04/20/06 51,680 Ordinary Business 1 Accept Financial Statements and Statutory For Mgmt Reports at Dec. 31, 2005 2 Ratify Election of One Director For Mgmt 3 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares Special Business 1 Authorize Board of Directors: to Increase For Mgmt Capital in Accordance with Art. 2443 and 2441(4,5) of the Italian Civil Code; to Issue Convertible Bonds/Debentures (Art. 2420-ter); to Issue Other Financial Instruments (Art. 2346); Modify Bylaws Accordingly Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/10/06 - A Daylight Energy Trust 239593106 03/27/06 23,995 For Units and Exchangeable Unitholders 1 Fix Number of Directors at Six For For Mgmt 2 Elect Directors Fred Woods, Anthony For For Mgmt Lambert, Rick Orman, Peter Harrison, Duane Keinick and Jeff Tonken 3 Approve KPMG LLP as Auditors and Authorize For For Mgmt Board to Fix Remuneration of Auditors 06/29/06 - A Denyo Co. Ltd. *6517* J12096103 03/31/06 11,027 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 9, Final JY 9, Special JY 0 The payout ratio is 21 percent based on consolidated earnings, or 32 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Decrease Maximum Board Size - Reduce Directors Term in Office - Limit Rights of Odd-lot Holders - Limit Liability of Board Members The company is decreasing the maximum number of directors on the board from 18 to 10, in order to strengthen the management structure by speeding up the decision-making process. The company would still have 4 vacant seats on the board following this meeting. The company seeks the authority to impose limits on the legal liability of directors and internal auditors by a board resolution, and of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. However, the company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote and to prohibit the submission of shareholder proposals related to these subjects. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 6 are all insiders. Candidates 1 to 4 are being reappointed, while Candidates 5 and 6 are new to the board. Following this meeting, there will continue to be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 4 Appoint Alternate Internal Statutory Auditor For For Mgmt The nominee for alternate independent auditor, the president of Nitto Kohki Co. Ltd., passes our test for independence. 5 Approve Retirement Bonuses for Directors For Against Mgmt and Special Payments to Continuing Directors and Statutory Auditors in Connection with Abolition of Retirement Bonus System Two of the continuing auditors have been designated by the company as independent. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing the whole item. 6 Approve Adjustment to Aggregate For For Mgmt Compensation Ceilings for Directors and Statutory Auditors The ceiling for auditors would be raised, because of increases in the cost of living since the ceiling was last raised. Moreover, the company seeks to express the compensation ceiling for directors as a yearly, rather than a monthly, ceiling. This will allow the company greater flexibility with respect to the timing of bonus payments, which under the new corporate law are now included in the compensation ceilings. We do not oppose this resolution. 7 Adopt Advance Warning-Type Takeover Defense For Against Mgmt Type of defense plan: Advance-warning type Plan duration: 3 years Trigger threshold: 20 percent of shares outstanding Directors' term in office: 1 year Board independence: Following this meeting, there will be no independent directors according to ISS criteria, and no outside directors at all. Independence of special committee: There will be no committee. Relevant decisions will be made by the board, with input from outside advisors as the board deems necessary Other types of takeover defense: No Meeting notice released three weeks or more before meeting: No We believe the best way to ensure that the company remains responsive to shareholders' interests, once the threat of a takeover is removed or reduced, is to have a significant percentage of independent outsiders on the board. Denyo's failure to appoint even one independent director, combined with the lack of an independent committee to review takeover offers and the company's failure to release relevant information on a timely basis, indicate that management is motivated by self protection and not enhancement of shareholder value. Vote against this resolution. 06/21/06 - A Descente Ltd. *8114* J12138103 03/31/06 36,238 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 5, Special JY 5 The payout ratio is 28 percent based on consolidated earnings, or 32 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Expand Business Lines For For Mgmt ?? Set Maximum Statutory Auditor Board Size - Reduce Directors Term - Limit Rights of Odd-lot Holders - Limit Liability of Directors and Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. First, the company seeks to expand its business lines to engage in the consulting service related to sport and health. The proposed change is related to the company's core business. We do not oppose this resolution. Second, the company is seeking the authority to amend the permitted number of statutory auditors on the statutory auditor board from "3 or more" to "4 or fewer". Third, the company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. Finally, the company seeks the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 6 are all insiders and are being reappointed to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 4 Approve Payment of Annual Bonuses to For For Mgmt Directors and Statutory Auditors Descente is proposing aggregate bonus payments of JY 45.7 million to the 6 directors, and JY 4.3 million to the 3 statutory auditors. In light of the company's performance, we have no reason to oppose this resolution. 5 Approve Adjustment to Aggregate For For Mgmt Compensation Ceilings for Directors and Statutory Auditors The company seeks to express the compensation ceilings for directors as yearly, rather than monthly, ceilings. This will allow the company greater flexibility with respect to the timing of bonus payments, which under the new corporate law are now included in the compensation ceilings. As for statutory auditor compensation, the ceilings would be lowered from JY 6 million per month (or JY 72 million annually) to JY 40 million per year. We have no reason to oppose this resolution. 05/24/06 - A Deutsche Boerse AG D1882G119 None 7,638 1 Receive Financial Statements and Statutory None Mgmt Reports for Fiscal 2005 2 Approve Allocation of Income and Dividends For Mgmt of EUR 2.10 per Share 3 Approve Discharge of Management Board for For Mgmt Fiscal 2005 4 Approve Discharge of Supervisory Board for For Mgmt Fiscal 2005 5 Elect Supervisory Board Member For Mgmt 6 Approve Creation of EUR 5.2 Million Pool of For Mgmt Capital without Preemptive Rights (Authorized Capital I) 7 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares 8 Amend Articles Re: Supervisory Board For Mgmt Composition and Tenure 9 Amend Articles Re: Calling of Shareholder For Mgmt Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance) 10 Amend Articles Re: Conducting of For Mgmt Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance) 11 Ratify KPMG Deutsche Treuhand-Gesellschaft For Mgmt AG as Auditors for Fiscal 2006 Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/17/06 - A Deutsche Lufthansa AG D1908N106 None 48,227 1 Receive Financial Statements and Statutory None Mgmt Reports 2 Approve Allocation of Income and Dividends For Mgmt of EUR 0.50 per Share 3 Approve Discharge of Management Board for For Mgmt Fiscal 2005 4 Approve Discharge of Supervisory Board for For Mgmt Fiscal 2005 5 Approve Issuance of Convertible Bonds For Mgmt and/or Bonds with Warrants Attached without Preemptive Rights up to Aggregate Nominal Amount of EUR 1.5 Billion; Approve Creation of EUR 117 Million Pool of Capital to Guarantee Conversion Rights 6 Authorize Share Repurchase Program and For Mgmt Reissuance or Cancellation of Repurchased Shares 7 Amend Articles Re: Conducting of For Mgmt Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance) 8 Ratify PricewaterhouseCoopers AG as For Mgmt Auditors for Fiscal 2006 Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/11/06 - A Development Securities Plc G2740B125 None 5,785 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Re-elect Victoria Mitchell as Director For For Mgmt 4 Re-elect Michael Soames as Director For For Mgmt 5 Approve Final Dividend of 4.25 Pence Per For For Mgmt Ordinary Share 6 Reappoint Deloitte & Touche LLP as Auditors For For Mgmt and Authorise the Board to Determine Their Remuneration 7 Authorise 5,473,000 Ordinary Shares for For For Mgmt Market Purchase 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 6,505,106 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 918,333 10 Approve Development Securities Plc For For Mgmt Performance Share Plan 2006 11 Approve Development Securities Plc For For Mgmt Investment Growth Plan 2006 06/23/06 - A Disco Co. *6146* J12327102 03/31/06 2,678 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 15, Final JY 35, Special JY 0 The payout ratio is approximately 20 percent. 2 Amend Articles to: Expand Business Lines - For For Mgmt Authorize Public Announcements in Electronic Format - Update Terminology to Match that of New Corporate Law The company seeks to expand its business lines to buy, sell and lease second-hand products which its articles already authorize it to manufacture and sell new. The company also seeks to delete language in its articles authorizing it to manufacture and sell tiles and medical equipment, as it no longer deals in such items. Next, the company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. Accordingly, we have no reason to oppose this resolution. 3 Approve Deep Discount Stock Option Plan for For Against Mgmt Directors Disco seeks to add a separate ceiling for stock option compensation for its directors, on top of the existing ceiling for cash compensation. The value of the options would be limited to JY 160 million per year for the 7 directors, and as long as each year's grants fall within this ceiling, the company will not have to go back to shareholders for approval of each year's grants. Disco proposes to grant two types of options to its directors. First, the company proposes to grant stock options featuring an exercise price at or above the market price on the day of the grant, with an exercise period to be chosen by the board, within eight years from the day of the grant. Next, the company seeks to grant so-called "deep discount" options, with an exercise price of JY 1 per share. These options, which are intended to substitute for the retirement bonuses which were already abolished at Disco, would be exercisable only after the grantee retires from the board. The company is not setting a numerical limit on the number of shares to be granted each year for either the normal stock options or the deep discount options, making it impossible to calculate the exact potential dilution from these grants. However, we note that at Disco's most recent closing price of JY 6440 per share, the JY 160 million annual ceiling corresponds to 24,845 shares per year, or 0.074 percent of currently issued capital. Even several decades of option grants at this level would not exceed the dilution limits in ISS guidelines. At the same time, the ordinary options are problematic, because they could theoretically be exercised immediately after the grant date, at no premium to market price (no other performance hurdles have been disclosed). This would not serve to align the interests of grantees with those of ordinary shareholders over the medium-to-long-term, and we therefore recommend that shareholders oppose this resolution. 4 Approve Retirement Bonus for Director For For Mgmt The retiring director is an insider who has been on the board since 1963, and served as the president for 16 years and chairman for 8 years. Disco abolished the retirement bonus system in 2004, but proposes to pay the retiring director a special bonus of JY 200 million for his accomplishments during his years on the board. He led the company to go public in 1988, expanded business overseas, and contributed in establishing the company's recognition in the semiconductor industry. 5 Approve Employee Stock Option Plan For For Mgmt This plan features premium pricing (five percent), maximum dilution of only 0.2 percent, and option grants made only to employees of the company and to directors and employees of its subsidiaries. (Directors and statutory auditors of Disco do not participate in this plan.) Maximum potential dilution from this plan, coupled with dilution from the company's other option plans, comes to 1.2 percent of issued capital, which falls within ISS guidelines. The exercise period will be chosen by the board, within eight years from the grant date. We have no reason to oppose this resolution. 06/15/06 - A Dongbu Insurance Co. Y2096K109 03/31/06 12,620 1 Approve Appropriation of Income and For For Mgmt Dividend of KRW 425 Per Share 2 Amend Articles of Incorporation to Expand For For Mgmt Business Objectives and to Exclude Directors from Stock Options Issued By Board 3 Elect Member of Audit Committee For For Mgmt 4 Approve Limit on Remuneration of Directors For For Mgmt 06/28/06 - A Dowa Mining Co. Ltd. *5714* J12432126 03/31/06 37,000 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 12, Special JY 2 The payout ratio is 29 percent based on consolidated earnings, or 31 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Approve Adoption of Holding Company For For Mgmt Structure and Spin-off of Businesses to New Wholly-Owned Subsidiaries Dowa Mining seeks shareholder approval to switch to a holding company structure by transferring its businesses to ten newly created wholly-owned subsidiaries, effective October 1, 2006. Dowa Mining will change its name to Dowa Holdings Co. Dowa is proposing the new structure in order to promote optimum use of the group's resources, and to maximize its corporate value. Because the ten new companies are all wholly-owned subsidiaries, and because the establishment of a holding company will not affect shareholders' relative ownership interests in the company's assets, this transaction will have no direct impact on shareholders' rights or obligations. We have no reason to oppose this resolution. 3 Amend Articles to: Expand Business Lines - For For Mgmt Change Company Name to Dowa Holdings Co. Ltd. The company is proposing the following changes in line with the switch to a holding company structure which is being proposed in item 2. If item 2 is approved by shareholders, then Dowa's businesses will become independent entities rather than divisions of Dowa. The company seeks to change its name from Dowa Mining Co. to Dowa Holdings Co. The company also seeks to expand its business lines to control and manage companies engaged in the businesses listed in its articles and in which Dowa holds shares. Because we approve the company's switch to a holding company structure, we have no reason to oppose this resolution. 4 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Increase Authorized Capital - Decrease Maximum Board Size The company is decreasing the maximum number of directors on the board from 15 to 13, in connection with the introduction of an executive officer system. The company would still have six vacant seats on the board following this meeting. The company also seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. In addition, Dowa Mining seeks to increase its authorized share capital from 795.073 million to 100 million shares, an increase of 26 percent. The company currently has 303.79 million shares outstanding, or about 38 percent of the current authorization. After the proposed increase, the company will have just over 30 percent of its authorized capital outstanding. The company notes that it intends to raise funds for investments and acquisitions, but has disclosed that the increase can also be used to implement a takeover defense, which the company is implementing without a direct shareholder vote. Although the increase proposed here would ordinarily meet our guidelines for increases in authorized capital, because the company is implementing a takeover defense without shareholder approval, and because the board includes no independent directors, we recommend that shareholders oppose this resolution. 5 Amend Articles to: Limit Rights of Odd-lot For For Mgmt Holders - Update Terminology to Match that of New Corporate Law The company seeks to update the terminology of its articles to match that of the new Corporate Law. These changes are routine. The company also seeks to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. We do not oppose this resolution. 6 Elect Directors For For Mgmt 6.1 Elect Director --- For Candidates 1 to 6 are insiders, while Candidate 7 has been classified as an outside director. Candidates 6 and 7 are the new appointees to the board. Following this meeting, there will be one outsider on the board. As ISS clients are no doubt aware, when a company introduces a poison pill without a shareholder vote, we will consider recommending votes against the representative director(s). Such determinations are made on a case-by-case basis, with reference to the terms of the defense plan itself, as well as the company's overall corporate governance profile and the company's performance under the current management team. In this case, the company has posted sharp increases in sales and profits over the last several years, and we are concerned that removing the incumbent executives could have a more negative impact on shareholder value than the introduction of the poison pill. Moreover, we note that shareholders have an indirect vote on the pill, through approval of the increase in authorized capital in Item 4. We oppose that increase, but do not recommend votes against the directors. 6.2 Elect Director --- For 6.3 Elect Director --- For 6.4 Elect Director --- For 6.5 Elect Director --- For 6.6 Elect Director --- For 6.7 Elect Director --- For Candidate 7, an outside director candidate, is a former executive of Kanematsu. ISS considers the nominee to be affiliated, as he is currently the president of a company which provides consulting services to Dowa on investments in China. 7.1 Appoint Internal Statutory Auditor For For Mgmt Candidate 1 is not being classified as independent, and we have no reason to oppose his nomination. 7.2 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. Candidate 2 is a long-time employee and executive of main bank Mizuho Corporate Bank and its affiliates. 7.3 Appoint Internal Statutory Auditor For For Mgmt Candidate 3 is not being classified as independent, and we have no reason to oppose his nomination. 8 Appoint Alternate Internal Statutory Auditor For For Mgmt The nominee for independent auditor, an attorney, meets our criteria for independence. 9.1 Appoint External Audit Firm For For Mgmt First, the company seeks to appoint Nihombashi Corp. as its audit firm, as its current audit firm ChuoAoyama, faces a business suspension from July 1 through August 31 over the involvement of its auditors in accounting fraud at Kanebo Ltd. Dowa proposes to reappoint ChuoAoyama after the suspension ends, to promote continuity, but it appears that Nihombashi will audit the books alongside ChuoAoyama. We have no reason to oppose the appointment of Nihombashi. 9.2 Appoint External Audit Firm For For Mgmt In the second part of this resolution, Dowa seeks approval to reappoint ChuoAoyama once the suspension period ends, apparently to serve alongside Nihombashi. Dowa argues that this will guarantee continuity in the audit process. Although ISS has been opposing the appointment of ChuoAoyama as a company's sole external auditor, in this case we do not oppose this resolution. 10 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors The ceiling for directors, excluding outside directors, would be raised from JY 20 million per month (JY 240 million per year) to JY 390 million per year. The ceiling for outside directors will be adjusted to JY 20 million per year. The ceiling was last adjusted in 2003. This change is being requested due to the abolition of the retirement bonus system, because annual bonuses are now part of the ceiling, and because the company will be implementing a performance based compensation. Because the new ceiling is not excessive, and because it reflects the company's move away from the essentially seniority-based retirement bonus system, we have no reason to oppose this resolution. 11 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Statutory Auditors The ceiling would be raised from JY 5 million per month (JY 60 million per year) to JY 100 million per year. The ceiling was last adjusted in 1994. This change is being requested due to the abolition of the retirement bonus system. Because the new ceiling is not especially high, we see no reason to oppose this resolution. 12 Approve Retirement Bonuses for Directors For Against Mgmt and Statutory Auditors and Special Payments to Continuing Directors and Statutory Auditor in Connection with Abolition of Retirement Bonus System One of the retiring auditors and the continuing auditor have been designated by the company as independent. As we believe the payment of such bonuses to non-executives, at the discretion of the insiders, is a highly inappropriate practice anywhere, we see no alternative but to recommend opposing the whole item. 06/02/06 - A Draegerwerk AG D22938118 05/12/06 1,964 1 Receive Financial Statements and Statutory None Mgmt Reports for Fiscal 2005 2 Approve Allocation of Income and Dividends For Mgmt of EUR 0.44 per Common Share and Dividends of EUR 0.50 per Preference Share 3 Approve Discharge of Management Board for For Mgmt Fiscal 2005 4 Approve Discharge of Supervisory Board for For Mgmt Fiscal 2005 5 Remuneration of Supervisory Board Members For Mgmt 6 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares 7 Amend Articles Re: Conducting of For Mgmt Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance) 8 Amend Articles Re: Calling of and For Mgmt Registration for Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance) 9 Authorize Management Board Not to Disclose For Mgmt Individualized Remuneration of its Members 10 Ratify BDO Deutsche Warentreuhand For Mgmt Aktiengesellschaft as Auditors for Fiscal 2006 Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 08/22/05 - S Dsm Nv N65297199 08/16/05 16,453 1 Open Meeting None Mgmt 2 Amend Articles Re: Two-For-One Stock Split For Mgmt 3 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/28/06 - A DSV K3013J139 04/06/06 1,230 1 Receive Report of Board None None Mgmt 2 Approve Financial Statements and Statutory For For Mgmt Reports 3 Approve Allocation of Income For For Mgmt 4a Approve DKK 1.5 Million Reduction in Share For For Mgmt Capital via Share Cancellation 4b Amend Articles Re: Remove Obsolete For For Mgmt Provisions 4c Amend Articles Re: Change to Only Use For For Mgmt Secondary Name, 'DSV, De Sammensluttede Vognmaend af 13-7 1976 A/S (DSV A/S)' 4d Amend Articles Re: Remove provision For For Mgmt Concerning Extra Ordinary Dividend 5 Reelect Erik Petersen and Egon Korsbaek as For For Mgmt Members of the Supervisory Board 6 Ratify Auditors For For Mgmt 7 Authorize Repurchase of Up to Ten Percent For For Mgmt of Issued Share Capital 8 Other Business (Non-Voting) None None Mgmt 04/19/06 - A/S Eiffage F2924U106 None 1,445 Ordinary Business 1 Approve Financial Statements and Statutory For Mgmt Reports 2 Approve Consolidated Financial Statements For Mgmt and Discharge of Directors 3 Approve Allocation of Income and Dividends For Mgmt of EUR 1.50 per Share 4 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 5 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 6 Reelect Amaury de Seze as Director For Mgmt 7 Reelect Bruno Flichy as Director For Mgmt 8 Reelect Beatrice Breneol as Director For Mgmt 9 Elect Gilles Samyn as Director For Mgmt 10 Approve Remuneration of Directors in the For Mgmt Aggregate Amount of EUR 500,000 11 Change Location of Registered Office For Mgmt A Shareholder Proposal Submitted by Sacyr Against ShrHoldr Vallehermoso: Elect Luis Fernando del Rivero Asensio as Director B Shareholder Proposal Submitted by Sacyr Against ShrHoldr Vallehermoso: Elect Manuel Manrique Cecilia as Director C Shareholder Proposal Submitted by Sacyr Against ShrHoldr Vallehermoso: Elect Juan Abello Gallo as Director D Shareholder Proposal Submitted by Sacyr Against ShrHoldr Vallehermoso: Elect Vicente Benedito Frances as Director Special Business 12 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares 13 Approve 8-for-4 Stock Split For Mgmt 14 Amend Articles of Association Re: Period of For Mgmt Time for Shareholding Disclosure Threshold 15 Authorize Capital Increase of up to 10 For Mgmt Percent of Issued Capital for Future Acquisitions 16 Authorize Filling of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/27/06 - A Elementis Plc (Formerly Harrisons & G2996U108 None 49,831 Crosfield) 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of 1.1 Pence Per For For Mgmt Ordinary Share 3 Approve Remuneration Report For For Mgmt 4 Elect Edward Bramson as Director For For Mgmt 5 Elect Ian Brindle as Director For For Mgmt 6 Elect Chris Girling as Director For For Mgmt 7 Elect Ken Minton as Director For For Mgmt 8 Elect Matthew Peacock as Director For For Mgmt 9 Reappoint KPMG Audit Plc as Auditors of the For For Mgmt Company 10 Authorize Board to Fix Remuneration of For For Mgmt Auditors 11 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 7,281,213 12 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 1,092,182 13 Authorise 43,687,282 Ordinary Shares for For For Mgmt Market Purchase 05/17/06 - A/S Ensign Energy Services Inc. *ESI.* 293570107 03/28/06 20,247 1 Elect Directors N. Murray Edwards, Selby W. For For Mgmt Porter, Jack C. Donald, James B. Howe, Donald Jewitt, Len O. Kangas, John G. Schroeder, Kenneth J. Skirka and Gail Surkan 2 Approve PricewaterhouseCoopers LLP as For For Mgmt Auditors and Authorize Board to Fix Remuneration of Auditors 3 Approve 2:1 Reverse Stock Split For For Mgmt 04/26/06 - A ERINACEOUS GROUP PLC G31123105 None 46,698 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Reappoint Grant Thornton UK LLP as Auditors For For Mgmt and Authorise the Board to Determine Their Remuneration 4 Approve Final Dividend of 4.25 Pence Per For For Mgmt Ordinary Share 5 Elect Lord Poole as Director For For Mgmt 6 Re-elect Nigel Turnbull as Director For For Mgmt 7 Re-elect Lord Razzall as Director For For Mgmt 8 Re-elect Michael Pearson as Director For For Mgmt 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 170,000 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 26,400 11 Authorise up to Ten Percent of the Issued For For Mgmt Share Capital for Market Purchase 05/12/06 - A Essilor International F31668100 None 15,217 Ordinary Business 1 Approve Financial Statements and Statutory For Mgmt Reports 2 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 3 Approve Allocation of Income and Dividends For Mgmt of EUR 0.94 per Share 4 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 5 Ratify Appointment of Juan Boix as Director For Mgmt 6 Reelect Michel Besson as Director For Mgmt 7 Reelect Jean Burelle as Director For Mgmt 8 Reelect Philippe Germond as Director For Mgmt 9 Reelect Olivier Pecoux as Director For Mgmt 10 Elect Alain Thomas as Director For Mgmt 11 Elect Serge Zins as Director For Mgmt 12 Ratify Etienne Boris as Alternate Auditor For Mgmt 13 Approve Remuneration of Directors in the For Mgmt Aggregate Amount of EUR 300,000 14 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 15 Allow Board to Repurchase Shares in the For Mgmt Event of a Public Tender Offer or Share Exchange Offer 16 Authorize Filling of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/22/06 - A/S Etam Developpement F3230S108 None 1,075 Ordinary Business 1 Approve Financial Statements and Discharge For Mgmt Managers 2 Approve Allocation of Income and Dividends For Mgmt of EUR 0.30 per Share 3 Approve Remuneration of Directors in the For Mgmt Aggregate Amount of EUR 200,000 4 Accept Consolidated Financial Statements For Mgmt and Statutory Reports and Discharge Managers 5 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 6 Reelect Gerard Billaud as Supervisory Board For Mgmt Member 7 Reelect Edmond de Lavalette as Supervisory For Mgmt Board Member 8 Reelect Olivier des Lyons as Supervisory For Mgmt Board Member 9 Reelect Michel Rowan as Supervisory Board For Mgmt Member 10 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 11 Authorize Filling of Required For Mgmt Documents/Other Formalities Special Business 12 Approve Employee Savings-Related Share For Mgmt Purchase Plan 13 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares 14 Amend Articles of Association Re: For Mgmt Possibility to Delegate to Managers Authorization to Increase Capital 15 Amend Articles of Association Re: For Mgmt Identification of Bearer Shareholders 16 Amend Articles of Association Re: For Mgmt Shareholding Disclosure Threshold 17 Amend Articles of Association Re: Voting For Mgmt Rights of Beneficial Owner and of Usefruct 18 Amend Articles Board Related Re: Attend For Mgmt Supervisory Board Meetings by Way of Videoconference and of Telecommunication 19 Amend Articles of Association Re: Attend For Mgmt General Meetings by Way of Videoconference and of Telecommunication 20 Amend Period of Validity of Stock Option For Mgmt Plan's Grants 21 Authorize Filling of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/23/06 - A European Motor Holdings plc G31924106 None 4,379 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For Against Mgmt 3 Approve Final Dividend of 6.75 Pence Per For For Mgmt Share 4 Reappoint Grant Thornton UK LLP as Auditors For For Mgmt and Authorise the Board to Determine Their Remuneration 5 Re-elect Roger Smith as Director For For Mgmt 6 Re-elect Ann Wilson as Director For For Mgmt 7 Re-elect Roger Abrahams as Director For For Mgmt 8 Elect Roger Putnam as Director For For Mgmt 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 7,181,164.80 10 Authorise Market Purchases of up to 14 For For Mgmt Percent of the Issued Share Capital 11 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 1,088,941.60 12 Approve Increase in Remuneration of For For Mgmt Non-Executive Directors to GBP 150,000 05/11/06 - A/S Eurozinc Mining Corp. *EZM.* 298804105 04/06/06 358,953 1 Fix Number of Directors at Nine For For Mgmt 2 Elect Directors For For Mgmt 3 Ratify Pricewaterhouse Coopers LLP as For For Mgmt Auditors 4 Adopt Shareholder Rights Plan For Against Mgmt The company claims that adopting the rights plan is in the best interests of shareholders, ensuring their fair treatment in a takeover bid. However, we find that this plan also provides the board and management with excessive opportunity to interpret provisions of the plan. This plan is not a 'new generation' plan and does not allow shareholders enough control of the process to sufficiently safeguard their interests. 5 Other Business For Against Mgmt As we can not know the content of the issues to be raised under this item, we do not recommend shareholders approve this request. 05/09/06 - A FADESA INMOBILIARIA, S.A., A CORUNA E4971D103 None 26,522 1 Approve Individual and Consolidated For For Mgmt Financial Statements and Management Report, Allocation of Income and Distribution of Dividend of EUR 0.41 Per Share, and Discharge Directors 2 Approve Ernst & Young, S.L. as Auditors for For For Mgmt 2006 3 Elect Directors For For Mgmt 4 Approve Increase in Capital Without For For Mgmt Preemptive Rights Through Issuance of Shares at a Nominal Value of EUR 0.10 per Share of the Same Class and Series; Authorize Board to Set the Conditions of the Capital Increase 5 Authorize Repurchase of Shares For For Mgmt 6 Amend Articles 15, 16 and 21 of the For For Mgmt Company's By-Laws Re: Convocation of General Meetings; Right of Attendance and Representation; Deliberation and Adoption of Resolutions 7 Amend Articles 8, 9, 11, 18 and 20 Re: For For Mgmt Publication and Announcement of Meeting Notice; Right of Information; Representation; Interventions; Adoption of Resolutions 8 Authorize Board to Ratify and Execute For For Mgmt Approved Resolutions 9 Approve Minutes of Meeting For For Mgmt 05/16/06 - A Find Energy Ltd. *FE.* 317716108 03/27/06 19,320 1 Fix Number of Directors at Four For For Mgmt 2 Elect Directors William T. Davis, Robert C. For For Mgmt Cook, Richard A.N. Bonnycastle and Roderick M. Myers 3 Approve Collins Barrow Calgary LLP as For For Mgmt Auditors and Authorize Board to Fix Remuneration of Auditors 4 Other Business For Against Mgmt As we can not know the content of the issues to be raised under this item, we do not recommend shareholders approve this request. 05/17/06 - A Focus Energy Trust *FET.U* 34415R108 03/28/06 7,265 For Trust and Exchangeable Unitholders 1 Fix Number of Directors at Six For For Mgmt 2 Elect Directors Matthew J. Brister, John A. For For Mgmt Brussa, Stuart G. Clark, Derek W. Evans, James H. McKelvie and Gerald A. Romanzin 3 Approve KPMG LLP as Auditors and Authorize For For Mgmt Board to Fix Remuneration of Auditors 06/26/06 - S Focus Energy Trust *FET.U* 34415R108 05/26/06 7,265 1 Approve Plan of Arrangement For For Mgmt 2 Elect Clayton H. Woitas, David P. O'Brien, For For Mgmt and Jeff S. Lebbert as Directors 3 Amend Trust Unit Rights Incentive Plan For Against Mgmt Vote Recommendation The total cost of the company's plans of 3.23 percent is within the allowable cap for this company of 9.24 percent. We oppose the plan, however, because plan participation extends to non-employee directors. We support only limited participation by non-employee directors in such plans and to ensure accountability, we require that the company's plan(s) reflect an aggregate limit on non-employee director participation, and/or a specific limit on the maximum value or size of grants to non-employee directors. As directors are also plan administrators, to protect shareholders from self-dealing, these limits must ensure that director compensation involving treasury shares will be contained at a reasonable level. The Plan does not include an appropriate director limit, although it stipulates a 1% limit to any single participant. During 2005, no incentive rights were granted to outsider directors. Two outside directors holds no units, while the remaining three hold over 2.8 million units. The trust does not have minimum unit ownership requirements. 04/27/06 - A/S Fondiaria SAI Spa (Formerly SAI) T4689Q101 04/24/06 27,062 Ordinary Business 1 Accept Financial Statements and Statutory For Mgmt Reports for the Fiscal Year 2005 2 Fix Number of Directors on the Board; Elect For Mgmt Directors; 3 Approve Remuneration of Board of Directors For Mgmt 4 Appoint Internal Statutory Auditors for the For Mgmt Three-Year Term 2006-2008; Approve Remuneration of Auditors 5 Elect External Auditors for the Six-Year For Mgmt Term 2006-2011; Fix Auditors' Remuneration 6 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares 7 Authorize Purchase Shares of in 'Premafin For Mgmt Finanziaria SpA - Holding di Partecipazioni', Fondiaria-SAI's Major Shareholder with a 34.24 Percent Stake Special Business 1 Amend Article 5 of Company's Bylaws, For Mgmt Relative to the Part of Share Capital Reserved to the Carrying on of the Damage and Life Insurance Business 2 Amend Article 5 of Company's Bylaws in For Mgmt Accordance to Article 2441(4) of Italian Civil Code 3 Approve Stock Option Plan for Executive For Mgmt Directors and Managers of Fondiaria SAI SpA and its Subsidiaries; Approve Issue of up to 15 Million Shares to Implement the Scheme; Amend Article 5 of Company's Bylaws Accordingly Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/21/06 - A FORNIX BIOSCIENCES N3339L104 None 1,465 1 Open Meeting None Mgmt 2 Receive Announcements None Mgmt 3 Receive Report of Management Board None Mgmt 4a Approve Financial Statements and Statutory For Mgmt Reports 4b Receive Explanation on Company's Reserves None Mgmt and Dividend Policy 4c Approve Dividends of EUR 1.05 Per Share For Mgmt 5 Approve Discharge of Management Board For Mgmt 6 Approve Discharge of Supervisory Board For Mgmt 7 Approve Shares Plan for Employees and For Mgmt Management Board 8 Approve Remuneration Report For Mgmt 9 Ratify KPMG Accountants N.V. as Auditors For Mgmt 10 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 11 Allow Questions None Mgmt 12 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/02/06 - A/S Fortis Inc. *FTS.* 349553107 03/17/06 22,164 1 Elect Directors Peter E. Case, Bruce Chafe, For For Mgmt Geoffrey F. Hyland, Linda L. Inkpen, H. Stanley Marshall, John S. McCallum, David G. Norris, Michael A. Pavey and Roy P. Rideout 2 Approve Ernst & Young LLP as Auditors and For For Mgmt Authorize Board to Fix Remuneration of Auditors 3 Approve Stock Option Plan For For Mgmt Pay for Performance Analysis ISS has recently implemented a pay-for-performance assessment. In assessing CEO pay, ISS looks for correlation between CEO's pay and the company's total shareholder return. Fortis' total shareholder returns for the one- and three-year periods were 44% and 27% respectively, outperforming a peer group of ten Utilities within the TSX Composite Index, which returned 21% and 17 percent over one- and three-year periods, respectively. CEO H. Stanley Marshall, received an estimated $2,356,495 in total direct compensation in 2005, which is an increase of 5.1% over 2004 levels. In 2005 his target bonus was set at 55% of annual base salary, and bonuses of approximately two times target are authorized when corporate performance is exceptional. The Compensation Committee has provided no specific reasons for the 2005 cash bonus of $715,000 awarded to the CEO, which is 110% of his 2005 salary. He received 88,292 stock options which vest over a four year period. He also received 16,250 restricted shares that mature after three years at which time a cash payment is made after evaluation by the Committee on the achievement of pre-determined personal objectives and overall corporate performance measured by total return of the company against the TSX Utilities Index over the three-year period. Marshall also participates in the Defined Benefits Registered Pension Plan, and is party to an agreement with the company that provides a supplemental pension payment upon retirement. The combination of these pension payments entitle him to receive an annual payment following retirement after April 30, 2006, equal to 70% of his highest three-year average base salary and annual cash bonus. Based on actual compensation to date, the estimated annual pension benefit to be paid is $878,500. Vote Recommendation The total cost of the company's plans of 2.74 percent is within the allowable cap for this company of 3.11 percent. Additionally, this plan expressly forbids repricing and does not include non employee directors as eligible participants. 4 Amend Employee Stock Purchase Plan For For Mgmt 05/10/06 - A Fresenius AG D27348107 None 7,852 Meeting For Ordinary and Preference Shareholders; Only Ordinary Shareholders Can Vote 1 Receive Financial Statements and Statutory None Mgmt Reports 2 Approve Allocation of Income and Dividends For Mgmt of EUR 1.48 per Ordinary Share and EUR 1.51 per Preference Share 3 Approve Discharge of Management Board For Mgmt 4 Approve Discharge of Supervisory Board For Mgmt 5 Approve Creation of EUR 12.8 Million and For Mgmt EUR 6.4 Million Pools of Capital without Preemptive Rights 6 Adopt New Articles of Association For Mgmt 7 Ratify KPMG Deutsche Treuhand-Gesellschaft For Mgmt AG as Auditors Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/10/06 - S Fresenius AG D27348107 None 7,852 Meeting For Preference Shareholders 1 Approve Creation of EUR 12.8 Million and For Mgmt EUR 6.4 Million Pools of Capital without Preemptive Rights Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/09/06 - A FRIGOGLASS SA X3031A108 None 6,266 1 Approve Reports of the Board of Directors For Mgmt and of the Auditor on the Financial Statements for Fiscal Year 2005 2 Accept Individual and Consolidated For Mgmt Financial Statements 3 Approve Discharge of Board and Auditors For Mgmt 4 Approve Directors' Remuneration for 2005 For Mgmt and Preapprove Their Remuneration for 2006 5 Elect Auditors and Determination of Their For Mgmt Fees 6 Approve Dividends For Mgmt 7 Authorize Capitalization of Reserves for For Mgmt Bonus Issue and Increase in Par Value 8 Approve Reduction in Share Capital Via For Mgmt Decrease In Par Value to Set-off Losses 9 Amend Articles Re: Codification For Mgmt 10 Elect Directors For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/10/06 - A Fugro NV N3385Q197 None 20,941 1 Open Meeting None Mgmt 2 Receive Report of Management and None Mgmt Supervisory Board 3 Approve Financial Statements and Statutory For Mgmt Reports 4 Approve Discharge of Management Board For Mgmt 5 Approve Discharge of Supervisory Board For Mgmt 6a Approve Company's Reserves and Dividend For Mgmt Policy 6b Approve Dividends of EUR 0.60 Per Share For Mgmt 7 Ratify KPMG Accountants as Auditors For Mgmt 8a Reelect F.H. Schreve to Supervisory Board For Mgmt 8b Reelect Th. Smith to Supervisory Board For Mgmt 8c Elect G-J. Kramer to Supervisory Board For Mgmt 9a Elect P. van Riel to Management Board For Mgmt 9b Elect A. Steenbakker to Management Board For Mgmt 10 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 11 Grant Board Authority to Issue All For Mgmt Authorized Yet Unissued Shares and Restricting/Excluding Preemptive Rights 12 Allow Questions None Mgmt 13 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/29/06 - A Fuji Machine Mfg. Co. Ltd. *6134* J14910103 03/31/06 8,556 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 7.5, Final JY 10, Special JY 0 The payout ratio is 8 percent based on either parent-only or consolidated earnings.a?? 2 Amend Articles to: Decrease Maximum Board For For Mgmt Size - Authorize Public Announcements in Electronic Format - Limit Rights of Odd-lot Holders - Limit Liability of Directors and Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. First, the company wants to limit rights of odd-lot shareholders to bring shareholder lawsuits. As odd-lot shareholders would be extremely unlikely to bring shareholder lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. Next, the company is decreasing the maximum number of directors on the board from 12 to 8, in connection with the introduction of an executive officer system in order to strengthen the management structure by speeding up the decision-making process. The company would still have one vacant seats on the board following this meeting. Finally, the company seeks the authority to impose limits on the legal liability of directors and internal auditors, and of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 7 are all insiders. Candidates 7 is executive who is new to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 4 Approve Retirement Bonus for Director and For Against Mgmt Special Payments to Continuing Directors and Statutory Auditors in Connection with Abolition of Retirement Bonus System This item requests shareholder approval for payments in lieu of retirement bonuses to the 6 continuing directors and 4 continuing internal auditors. The board is requesting the authority to make these payments now, because it plans to abolish the retirement bonus system effective upon conclusion of this meeting. ISS supports the abolition of the retirement bonus system, because 3 of the auditors have been designated as independent, we see no alternative but to recommend opposing the whole item. 5 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors and Statutory Auditors The ceilings would be raised from JY 28 million per month (JY 336 million per year) to JY 350 million per year for directors, and from JY 5 million per month to JY 60 million per year for auditors. The ceilings were last adjusted in 1997 for directors and internal auditors. After this meeting, the number of directors will be 7 and that of auditors will be 4. These changes are being requested because of increases in the cost of living since the ceiling was last raised and due to the abolition of the retirement bonus system. Because the new ceilings are not especially high, and because the company has been profitable, we see no reason to oppose this resolution. 06/29/06 - A Furukawa Co. Ltd. *5715* J16422131 03/31/06 84,452 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 3, Special JY 0 The payout ratio is 23 percent based on consolidated earnings, or 65 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Limit Rights of Odd-lot For For Mgmt Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Directors and Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. The company also seeks the authority to impose limits on the legal liability of directors and statutory auditors, and of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 and 2 are executives who are new to the board. Following this meeting, there will be one outsider on the board. 3.2 Elect Director --- For 4 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates. The nominee for independent auditor is a current senior executive officer of the company's largest shareholder with a 7 percent stake in the company, therefore he cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 5 Appoint Alternate Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. The candidate is currently the president of company's large shareholder with a 2 percent stake in the company. 6 Approve Retirement Bonuses for Directors For Against Mgmt and Statutory Auditors One of the retiring auditors has been designated by the company as independent. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing the whole item. 7 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors and Statutory Auditors The company seeks to express the compensation ceilings for directors and statutory auditors as yearly, rather than monthly, ceilings. This will allow the company greater flexibility with respect to the timing of bonus payments, which under the new corporate law are now included in the compensation ceilings. We do not oppose this resolution. 06/29/06 - A Furusato Industries *8087* J16548109 03/31/06 5,578 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 10, Final JY 27, Special JY 0 The payout ratio is 20 percent based on consolidated earnings, or 40 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize Public For For Mgmt Announcements in Electronic Format - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Directors and Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. First, the company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. Next, the company seeks the authority to impose limits on the legal liability of directors and internal auditors in the event of a shareholder lawsuit. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. In addition, the company seeks the authority to impose limits on the legal liability of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors and Statutory Auditors The ceilings would be raised from JY 10 million per month (JY 120 million per year) to JY 180 million per year for directors, and from JY 2 million per month (JY 24 million per year) to JY 30 million per year for auditors. The ceilings were last adjusted in 1991 for directors and internal auditors. After this meeting, the number of directors will be 7 and that of auditors will be 3. These changes are being requested because annual bonuses are now part of the ceiling. Because the new ceilings are not especially high, and because the company has been profitable, we see no reason to oppose this resolution. 06/27/06 - A Futaba Industrial Co. Ltd. *7241* J16800104 03/31/06 12,828 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 12, Final JY 12, Special JY 2 The payout ratio is 16 percent based on consolidated earnings, or 17 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Reduce Directors Term in Office - Limit Rights of Odd-lot Holders - Limit Liability of Non-Executive Directors, Statutory Auditors, and Audit Firm The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. First, the company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. Second, the company seeks the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. However, the company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. What is more, the company seeks to limit the liability of its external audit firm in the event of a shareholder lawsuit. We believe this may have a negative impact on the quality of the audit function, and we recommend that shareholders oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 15 are all insiders. Candidates 14 and 15 are executives who are new to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 3.11 Elect Director --- For 3.12 Elect Director --- For 3.13 Elect Director --- For 3.14 Elect Director --- For 3.15 Elect Director --- For 4 Appoint Internal Statutory Auditor For For Mgmt The nominee is not designated by the company as independent, and we have no reason to oppose his nomination. 5 Approve Retirement Bonus for Statutory For For Mgmt Auditor The retiring auditor has not been classified as independent, and we have no reason to oppose this resolution. 06/27/06 - A FUYO GENERAL LEASE CO LTD *8424* J1755C108 03/31/06 8,274 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 15, Final JY 18, Special JY 0 The payout ratio is 7 percent based on consolidated earnings, or 8 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. The income allocation does not include bonuses to directors or statutory auditors. 2 Amend Articles to: Limit Rights of Odd-lot For Against Mgmt Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Non-Executive Directors, Statutory Auditors, and Audit Firm The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. The company also wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. In addition, the company seeks the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. However, the company also seeks to limit the liability of its external audit firm in the event of a shareholder lawsuit. We believe this may have a negative impact on the quality of the audit function, and we recommend that shareholders oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 7 are insiders, while candidate 8 is an outside director candidate. Candidate 7 is an executive who is new to the board. Following this meeting, there will be 1 outsider on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For Candidate 8 has been designated as an outside director. ISS considers him to be an affiliated outsider, as he is an advisor to TEPCO, which has a business partnership with the company. 4.1 Appoint Internal Statutory Auditor For For Mgmt The nominee is not designated by the company as independent, and we have no reason to oppose his/her nomination. 4.2 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the second nominee for independent auditor -- former executive office and long-time employee of the company's main bank and one of the company's largest shareholders with a 3 percent stake in the company -- cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 5 Approve Retirement Bonus for Statutory For For Mgmt Auditor The retiring auditor has not been classified as independent, and we have no reason to oppose this resolution. 05/10/06 - A/S Gammon Lake Resources Inc. *GAM.* 364915108 04/07/06 28,345 1 Elect Directors Fred George, Bradley H. For For Mgmt Langille, Colin P. Sutherland, Alejandro Caraveo, Dale M. Hendrick, Kent L. Noseworthy, Frank Conte and Canek Rangel 2 Approve KPMG LLP as Auditors and Authorize For For Mgmt Board to Fix Remuneration of Auditors 3 Amend Stock Option Plan For Against Mgmt Pay for Performance ISS has recently implemented a pay-for-performance assessment, looking for correlation between CEO's pay and the company's total shareholder return. Specifically if a company has negative one- and three-year fiscal total shareholder returns, and its CEO also had an increase in total direct compensation from the prior year, it would require closer scrutiny. If more than half of the increase in total direct compensation is attributable to equity compensation, ISS may recommend a vote against an equity-based compensation plan in which the CEO participates. The assessment applies to TSX Composite Index companies that have at least three fiscal years of stock price history and have had the same CEO in place for the past two fiscal years. Gammon Lake's total shareholder returns for the one- and three-year periods were 6% and 85% respectively. From the company's information circular, Bradley Langille, CEO received $1,759,401 in total direct compensation in 2005, which is a decrease of 34 percent over 2004 levels. ISS will continue to monitor the CEO's pay in relation to the company's performance. Vote Recommendation The total cost of the company's plans of 3.30 percent is within the allowable cap for this company of 4.14 percent. However we oppose the plan does not provide a limit on participation by non-employee directors. We note the company has been conservative in the past in granting options to non-employee directors until this year, in which the four independent directors shared 405,000 stock options. As the sudden increase in director pay at Gammon Lake shows, this plan provides for fully discretionary participation outside directors. This gives rise to the possibility of self-dealing by directors in options. Directors who are able to grant themselves options without limit could find their independence compromised. 4 Approve Stock Option Plan Grants and For Against Mgmt Authorize Board to Amend Terms of Existing Options Given our opposition to the option plan above, we do not recommend shareholders approve this grant. Further, we question the size of the most recent option grant to outside directors. The value of the 405,000 share option grant averages out to compensation topping $200,000 per non-employee director (based on a binomial option value of $2.03), which exceeds Canadian director pay standards by a considerable margin. 5 Amend Bylaws For Against Mgmt We have established a quorum of the holders of 25% of shares as an acceptable minimum for a company with no major shareholders. As such, we recommend shareholders vote against this proposal. 06/14/06 - A/S Garda World Security Corporation *GW.* 36485M109 04/28/06 4,001 1 Elect Directors Stephan D. Cretier, For For Mgmt Jean-Luc Landry, Francois Plamondon, Pierre-Hubert Seguin and Jacques Vasseur 2 Approve PricewaterhouseCoopers LLP as For Against Mgmt Auditors and Authorize Board to Fix Remuneration of Auditors The company is paying its auditor a high level of fees for services not related to the audit function (68.8% of the total). ISS believes excessive fees generated from non-audit services could pose a potential conflict of interest for the audit firm and interfere with its independent judgment. As such, we recommend withholding votes from the appointment of auditors. 3 Approve Stock Option Plan For Against Mgmt Vote Recommendation The total cost of the plan of 6.80 percent is within the allowable cap for this company of 9.61 percent. However, plan participation extends to non-employee directors. We support only limited participation by non-employee directors in such plans and to ensure accountability, we require that the company's plan(s) reflect an aggregate limit on non-employee director participation, and/or a specific limit on the maximum value or size of grants to non-employee directors. As directors are also plan administrators, to protect shareholders from self-dealing, these limits must ensure that director compensation involving treasury shares will be contained at a reasonable level. The Plan does not include a director limit. However, we note that the company did not grant any options to its non-employee directors during the past fiscal year. As of January 31, 2006, four outside directors have a total of 350,000 options outstanding, representing approximately 1.3% of the outstanding shares upon exercise. Two outside directors hold no common shares, while the other two collectively hold approximately 0.6% of the outstanding shares. The company does not have minimum share ownership requirements. 06/22/06 - A GeK Group of Companies(frmely Hermes X3316R115 None 19,307 Real Estate) 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Approve Allocation of Income and Dividends For Mgmt 3 Approve Discharge of Board and Auditors For Mgmt 4 Appoint Auditors and Deputy Auditors and For Mgmt Determination of Their Fees 5 Authorize Board and Managers of the Company For Mgmt to Participate in Boards and Management of Similar Companies 6 Other Business For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/29/06 - A GEO Co., Ltd. *2681* J1710A106 03/31/06 212 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 2000, Final JY 2200, Special JY 0 The payout ratio is 20 percent based on consolidated earnings, or 45 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Increase Authorized For For Mgmt Capital - Limit Directors' Legal Liability - Authorize Public Announcements in Electronic Format - Update Terminology to Match that of New Corporate Law - Limit Liability of Statutory Auditors The company wants to increase the authorized capital by just 0.94 shares from 1,999,999.06 to 2,000,000 in order to restore the former level after the cancellation of 0.94 shares in the fiscal year under review. ISS sees no reason to oppose this change. The company also seeks the authority to impose limits on the legal liability of directors and internal auditors by board resolution, and of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Approve Reduction in Capital Reserves For For Mgmt Geo seeks to reduce its capital reserves from JY 6.382 billion to JY 2.131 billion. The money will be transfered to "other capital surplus", from which it will be available for share buybacks. In light of the condition of the company's balance sheet and its shareholding profile, we do not oppose this resolution. 4 Approve Corporate Split Agreement and For For Mgmt Transfer of Sales Operations to Wholly-Owned Subsidiary As the assets in question are being transferred to a wholly-owned subsidiary, Geo shareholders will retain ultimate ownership of these assets. We have no reason to oppose this resolution. 5 Appoint External Auditors For For Mgmt The company seeks to appoint Deloitte Touche Tohmatsu & Co. as its external audit firm in place of BDO Sanyu & Co. We note that the outgoing auditors submitted an unqualified report for the year under review. 04/20/06 - A GEOX SPA T50283109 04/18/06 47,224 Annual Meeting Agenda 1 Accept Financial Statements, Consolidated For Mgmt Accounts, and Statutory Reports Relative to Fiscal Year 2005 2 Ratify the Company's Stock Option Plan in For Mgmt Favor of Directors Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/08/06 - A Gerry Weber International AG D95473225 05/18/06 2,183 1 Receive Financial Statements and Statutory None Mgmt Reports for Fiscal 2005 2 Approve Allocation of Income and Dividends For Mgmt of EUR 0.40 per Share 3 Approve Discharge of Management Board for For Mgmt Fiscal 2005 4 Approve Discharge of Supervisory Board for For Mgmt Fiscal 2005 5 Ratify RSM Hemmelrath GmbH as Auditors for For Mgmt Fiscal 2006 Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/07/06 - A Givaudan SA H3238Q102 None 1,100 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Approve Discharge of Board and Senior For Mgmt Management 3 Approve Allocation of Income and Dividends For Mgmt of CHF 17.60 per Share 4 Approve CHF 2 Million Reduction in Share For Mgmt Capital Through Cancellation of 200,000 Registered Shares 5 Approve Creation of CHF 10 Million Pool of For Mgmt Capital with Preemptive Rights 6 Elect Directors For Mgmt 7 Ratify PricewaterhouseCoopers SA as Auditors For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 11/30/05 - A GOLDEN OCEAN GROUP LIMITED G4032A104 11/08/05 82,674 1 Re-elect John Fredriksen as Director For Mgmt 2 Re-elect Tor Olav Troeim as Director For Mgmt 3 Re-elect Kate Blankenship as Director For Mgmt 4 Re-elect John Sawyer as Director For Mgmt 5 Re-elect Hans Christian Boerresen For Mgmt 6 Appoint Moore Stephens LLP as Auditors and For Mgmt Authorize Board to Fix Their Remuneration 7 Other Business (Voting) For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/23/06 - A/S Groupe Norbert Dentressangle F4655Q106 None 470 Ordinary Business 1 Approve Financial Statements and Statutory For Mgmt Reports 2 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 3 Approve Special Auditors' Report 2004 For Mgmt Regarding Related-Party Transactions 4 Approve Special Auditors' Report 2005 For Mgmt Regarding Related-Party Transactions 5 Approve Allocation of Income and Dividends For Mgmt of EUR 0.89 per Share 6 Ratify Cabinet Alain Bonniot & Associes as For Mgmt Auditor 7 Ratify Pascal Vuaillat as Alternate Auditor For Mgmt 8 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital Special Business 9 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares 10 Approve Issuance of Warrants without For Mgmt Preemptive Rights to be Reserved to Jean-Claude Michel, Patrick Bataillard, Francois Bertreau, and Herve Montjotin 11 Approve Employee Savings-Related Share For Mgmt Purchase Plan 12 Amend Articles of Association Re: Attend For Mgmt Board Meetings by Way of Videoconference and of Telecommunication 13 Authorize Filling of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/25/06 - A Grupo Catalana Occidente (formerly E5701Q108 None 2,825 Catalana Occidente) 1 Accept Financial Statements and Statutory For For Mgmt Reports for Fiscal Year 12-31-05 2 Approve Allocation of Income For For Mgmt 3 Accept Consolidated Financial Statements For For Mgmt and Statutory Reports 4 Approve Discharge of the Board of Directors For For Mgmt 5 Elect Directors For For Mgmt 6 Approve Auditors For For Mgmt 7 Approve 5:1 Stock Split For For Mgmt 8 Amend Article 10 of the Company's By-Laws For For Mgmt and Articles 4.1.2 and 4.9 of the General Meeting Guidelines Re: Modifications to Article 97.5 of Spanish Company Law 9 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities without Preemptive Rights 10 Authorize Repurchase of Shares For For Mgmt 11 Authorize Board to Ratify and Execute For For Mgmt Approved Resolutions 12 Approve Minutes of Meeting For For Mgmt 05/30/06 - A/S Gruppo Coin Spa T5246E101 05/26/06 7,983 Ordinary Business 1 Accept Financial Statements at Jan. 31, For Mgmt 2006 and Statutory Reports 2 Approve Remuneration of Directors for the For Mgmt Fiscal Year 2006 Special Business 1 Approve Plan of Merger by Incorporation of For Mgmt Bellini Investimenti Spa Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/02/06 - A Gyrus Group plc G4211P104 None 67,056 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Re-elect Simon Shaw as Director For For Mgmt 4 Re-elect Michael Garner as Director For For Mgmt 5 Re-elect Charles Goodson-Wickes as Director For For Mgmt 6 Re-elect Brian Steer as Director For For Mgmt The Company had originally planned for Brian Steer to stand down in 2005, but his role was extended initially until mid-2007 to ensure management continuity and proper succession planning during a period of growth for the Group. RREV was disappointed in 2005 with this approach, especially given the time available beforehand to plan succession, therefore last year we recommended a vote against Brian Steer's re-election. This year it is proposed to extend his tenure a further six months in order to oversee the integration of ACMI. Given these circumstances and a clear date for his departure, we are this year recommending approval for both resolutions relating to Brian Steer. 7 Re-elect Charles Cummings as Director For For Mgmt 8 Approve the Extension of Brian Steer's For For Mgmt Service Contract 9 Reappoint KPMG Audit plc as Auditors and For For Mgmt Authorise the Board to Determine Their Remuneration 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 487,192 11 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 73,079 05/04/06 - A Hammerson Plc G4273Q107 None 63,723 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 13.91 Pence Per For For Mgmt Ordinary Share 4 Re-elect Peter Cole as Director For For Mgmt 5 Elect Tony Watson as Director For For Mgmt 6 Elect John Nelson as Director For For Mgmt 7 Reappoint Deloitte & Touche LLP as Auditors For For Mgmt of the Company 8 Authorise Board to Fix Remuneration of For For Mgmt Auditors 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 23,502,115 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 3,562,394 11 Authorise 42,463,740 Ordinary Shares for For For Mgmt Market Purchase 12 Approve the 2006 Share Award Scheme for For For Mgmt French Employees 09/05/05 - S Hellenic Exchange Holding SA X3247C104 None 19,345 1 Approve Reduction in Share Capital of Up to For Mgmt EUR 2.57 Million Due to Cancellation of 857,710 Repurchased Shares In Accordance With Greek company Law 2 Amend Article Re: Reflect Changes in Capital For Mgmt 3 Amend Corporate Purpose For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 09/19/05 - S Hellenic Exchange Holding SA X3247C104 None 19,345 1 Approve Reduction in Share Capital of Up to For Mgmt EUR 2.57 Million Due to Cancellation of 857,710 Repurchased Shares In Accordance With Greek company Law 2 Amend Article Re: Reflect Changes in Capital For Mgmt 3 Amend Corporate Purpose For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/08/06 - A Hengan International Group Co. Ltd. G4402L102 04/27/06 163,409 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend For For Mgmt 3a Reelect Xu Da Zuo as Director For For Mgmt 3b Reelect Zhang Shi Pao as Director For For Mgmt 3c Reelect Chu Cheng Chung as Director For For Mgmt 3d Authorize Board to Fix the Remuneration of For For Mgmt Directors 4 Reappoint Auditors and Authorize Board to For For Mgmt Fix Their Remuneration 5 Approve Issuance of Equity or Equity-Linked For Against Mgmt Securities without Preemptive Rights As the share issuance amount is subject to abuse by Hong Kong companies, in the absence of language restricting both discounts and the authority to refresh the share issuance amounts without prior shareholder approval, a vote against is recommended. 6 Authorize Repurchase of Up to 10 Percent of For For Mgmt Issued Share Capital 7 Authorize Reissuance of Repurchased Shares For For Mgmt 8 Amend Articles Re: Reelection and For For Mgmt Retirement by Rotation of Directors 04/10/06 - A Henkel KGAA D32051126 03/20/06 14,434 Meeting For Common and Preferred Shareholders; Only Common Shareholder Can Vote 1 Receive Financial Statements and Statutory For Mgmt Reports; Accept Financial Statements and Statutory Reports 2 Approve Allocation of Income and Dividends For Mgmt of EUR 1.30 per Common Share and EUR 1.36 per Preference Share 3 Approve Discharge of Personally Liable For Mgmt Partners for Fiscal 2005 4 Approve Discharge of Supervisory Board for For Mgmt Fiscal 2005 5 Approve Discharge of Shareholders' For Mgmt Committee for Fiscal 2005 6 Ratify KPMG Deutsche Treuhandgesellschaft For Mgmt AG as Auditors for Fiscal 2006 7a Elect Konstantin von Unger to the For Mgmt Supervisory Board 7b Elect Thomas Manchot to the Supervisory For Mgmt Board 8 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares 9 Approve Creation of EUR 25.6 Million Pool For Mgmt of Capital with Preemptive Rights 10 Amend Articles Re: Calling of, Registration For Mgmt for, and Conducting of Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance) 11 Approve Affiliation Agreement with For Mgmt Subsidiary SHC Beauty Cosmetics GmbH 12 Approve Affiliation Agreement with For Mgmt Subsidiary Henkel Loctite-KID GmbH 13 Approve Affiliation Agreement with For Mgmt Subsidiary Elch GmbH Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/10/06 - S Henkel KGAA D32051126 03/20/06 14,434 Meeting For Preferred Shareholders 1 Announcement of Resolutions Passed at 2006 None Mgmt AGM Pertaining to EUR 25.6 Million Creation of Capital 2 Approve Creation of EUR 25.6 Million Pool For Mgmt of Capital with Preemptive Rights Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/10/06 - A Highway Insurance Holdings G4482Y107 None 70,350 plc(formerly Ockham Holdings plc) 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of 3.7 Pence Per For For Mgmt Ordinary Share 3a Re-elect Paul Cosh as Director For For Mgmt 3b Elect Peter Salsbury as Director For For Mgmt 3c Elect Jan Shawe as Director For For Mgmt 4 Re-elect Richard Gamble as Director For For Mgmt 5 Reappoint KPMG Audit Plc as Auditors of the For For Mgmt Company 6 Authorise Board to Fix Remuneration of For For Mgmt Auditors 7 Authorise 20,433,166 Ordinary Shares for For For Mgmt Market Purchase 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 13,622,111 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 2,043,316 10 Approve Remuneration Report For Against Mgmt 04/27/06 - A HIQ International AB W4091V108 04/21/06 18,302 1 Elect Chairman of Meeting For For Mgmt 2 Prepare and Approve List of Shareholders For For Mgmt 3 Approve Agenda of Meeting For For Mgmt 4 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 5 Acknowledge Proper Convening of Meeting For For Mgmt 6 Receive President's Report None None Mgmt 7 Receive Financial Statements and Statutory None None Mgmt Reports 8.1 Approve Financial Statements and Statutory For For Mgmt Reports 8.2 Approve Allocation of Income and Dividends For For Mgmt of SEK 2.10 per Share 8.3 Approve Discharge of Board and President For For Mgmt 9 Determine Number of Members (7) Board For For Mgmt 10 Approve Remuneration of Directors in the For For Mgmt Aggregate Amount of SEK 1.1 Million 11 Reelect Ken Gerhardsen, Lars Stugemo, Carl For For Mgmt Bildt, Anders Ljung (Chairman), Leila Swaerd, Christina Pettersson, and Jukka Norokorpi as Directors 12 Approve Stock Option Plan for Key For For Mgmt Employees; Approve Creation of SEK 125,000 Pool of Capital to Guarantee Conversion Rights 13 Approve Issuance of 4.9 Million Shares For For Mgmt without Preemptive Rights 14 Amend Articles Re: Various Changes to For For Mgmt Comply with New Swedish Companies Act 15 Authorize Chairman of Board and For For Mgmt Representatives of Four of Company's Largest Shareholders to Serve on Nominating Committee 16 Other Business (Non-Voting) None None Mgmt 06/28/06 - A Hitachi Koki Co. Ltd. *6581* 433575107 03/31/06 37,453 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 10, Final JY 12, Special JY 2 The payout ratio is 22 percent based on consolidated earnings, or 26 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Non-executive Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. First, the company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. Next, the company seeks the authority to impose limits on the legal liability of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. Finally, the company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 11 are all insiders. Candidates 10 and 11 are executives who are new to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 3.11 Elect Director --- For 06/21/06 - A Hitachi Systems & Services Ltd. *3735* J20738100 03/31/06 12,058 1 Amend Articles to: Update Terminology to For For Mgmt Match that of New Corporate Law - Limit Rights of Odd-Lot Holders The amendments are routine ones, and we do not oppose this resolution. 2 Elect Directors For Split Mgmt 2.1 Elect Director --- Against Candidates 1, 6 and 7 are designated as outside directors. Candidate 1 is a former official of the Ministry of International Trade and Industry, who joined parent company Hitachi Ltd. in 1997 and continues to hold an executive position there, while simultaneously serving as chairman of Hitachi Systems and Services. Because the benefits of adopting a board-with-committees structure are undermined by the appointment of outside directors who lack independence, we recommend that shareholders oppose this nominee. 2.2 Elect Director --- For Candidates 2 through 5 are executive directors. 2.3 Elect Director --- For 2.4 Elect Director --- For 2.5 Elect Director --- For 2.6 Elect Director --- Against Candidate 6 is a former vice president of Hitachi Ltd. who continues to serve as a special advisor to that company. 2.7 Elect Director --- Against Candidate 7 is a former executive of UFJ Bank, one of the company's main banks. Accordingly, he also does not meet our criteria for independence. 06/23/06 - A Hitachi Tool Engineering *5963* J20748109 03/31/06 3,485 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 10, Final JY 15, Special JY 0 The payout ratio is 23 percent based on consolidated earnings, or 25 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Limit Rights of Odd-lot For For Mgmt Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Non-executive Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. The company also wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. The company seeks the authority to impose limits on the legal liability of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 4, 6, and 7 are all insiders. Candidate 5 has been designated as an outside director. ISS considers him to be an affiliated outsider, as he is an executive officer of parent company Hitachi Metals. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 4 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor -- a current auditor of the company's largest shareholder, Hitachi Metals, which holds a 51 percent stake in the company -- cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 5 Appoint Alternate Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor -- also a current executive of Hitachi Metals -- cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 6 Approve Retirement Bonuses for Directors For Against Mgmt and Statutory Auditor One of the retiring directors has been designated as an outside director. Moreover, the retiring auditor has been designated as independent. As we believe the payment of such bonuses to non-executives, at the discretion of the insiders, is a highly inappropriate practice anywhere, we see no alternative but to recommend opposing the whole item. 05/12/06 - A Holcim Ltd. (formerly Holderbank H36940130 None 15,875 Financiere Glarus) 1 Share Re-registration Consent For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/12/06 - A Holcim Ltd. (formerly Holderbank H36940130 None 15,875 Financiere Glarus) 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Approve Discharge of Board and Senior For Mgmt Management 3 Approve Allocation of Income and Dividends For Mgmt of CHF 1.65 per Share 4 Approve Creation of CHF 41.8 Million Pool For Mgmt of Capital with Preemptive Rights 5 Elect Directors For Mgmt 5.3 Ratify Ernst & Young AG as Auditors For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/18/06 - A Homac Corp. *9840* J22271100 02/20/06 12,495 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 9, Final JY 9, Special JY 0 2 Approve Formation of Joint Holding Company For For Mgmt with Daiki Co. Ltd. and Kahma Co. Ltd. Conclusion:Because the transaction would reduce costs associated with cost of goods sold by increasing the bargaining power of DCM Japan Holdings with supplier companies, thereby increasing profitability, the proposed creation of the parent holding company should benefit Homac shareholders. Based on our analysis in valuation, rationale, and corporate governance, we recommend that shareholders vote for this transaction. 3 Amend Articles to: Change Fiscal Year End - For For Mgmt Authorize Public Announcements in Electronic Format - Update Terminology to Match That of New Corporate Law 4 Elect Directors For For Mgmt 5 Appoint Internal Statutory Auditor For For Mgmt 6 Approve Retirement Bonus for Director For For Mgmt 04/26/06 - A Hunting PLC (frm. Hunting Group plc) G46648104 None 69,269 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For Against Mgmt We are recommending that shareholders vote against this resolution because the service contract of one Executive Director, Terry Gomke, does not meet the recommendations of the Combined Code, as it provides for payments in excess of one year's salary and bonus in the event of early termination. He is entitled to receive any declared bonus for the year, plus two further years' bonus. He also has change in control provisions of two years' annual salary and bonus. 3 Approve Final Dividend of 4 Pence Per For For Mgmt Ordinary Share 4 Re-elect Dennis Clark as Director For For Mgmt 5 Re-elect Hector McFadyen as Director For For Mgmt 6 Reappoint Pricewaterhouse Coopers LLP as For For Mgmt Auditors and Authorise the Board to Determine Their Remuneration 7 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 10,763,260 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 1,614,489 9 Authorise 12,915,911 Ordinary Shares for For For Mgmt Market Purchase 06/23/06 - A Ibiden Co. Ltd. *4062* J23059116 03/31/06 18,198 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 10, Final JY 10, Special JY 0 The payout ratio is 10 percent based on consolidated earnings, or 17 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Non-executive Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. First, the company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. The company also seeks the authority to impose limits on the legal liability of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. However, the company also seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 10 are insiders. Candidates 11 to 13 have been designated as outside directors. ISS considers 11 and 13 to be affiliated outsiders, as they are executives of one of the company's largest shareholders with a 3.9 percent stake in the company. All candidates are incumbent directors who are being reappointed to the board. Following this meeting, there will be 3 outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 3.11 Elect Director --- For 3.12 Elect Director --- For 3.13 Elect Director --- For 4 Approve Executive Stock Option Plan For For Mgmt This plan features premium pricing (5 percent), maximum dilution of less than one percent (when combined with all other option grants), and option grants made only to employees of the company and directors of its subsidiaries. (Directors and statutory auditors of Ibiden itself do not participate in this plan.) The exercise period begins 2 years after the grant date. We have no reason to oppose this resolution. 5 Approve Stock Option Plan for Directors For For Mgmt This plan features premium pricing (5 percent), maximum dilution of less than one percent (when combined with all other option grants), and option grants made only to directors of the company. The exercise period begins 2 years after the grant date. We have no reason to oppose this resolution. 03/20/06 - S IMMOEAST IMMOBILIEN ANLAGEN AG A2782P111 None 46,118 1 Approve Creation of EUR 333.5 Million Pool For Mgmt of Conditional Capital with Preemptive Rights Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/29/06 - A Inabata & Co. Ltd. *8098* J23704109 03/31/06 14,029 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 3, Interim Special JY 17, Final JY 3, Final Special JY 0 The payout ratio is 31 percent based on consolidated earnings, or 13 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Increase Authorized Capital - Reduce Directors Term in Office - Limit Liability of Non-Executive Directors and Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. First, Inabata & Co. seeks to increase its authorized share capital from 160 million to 200 million shares, an increase of 25 percent. The company currently has 62.6 million shares outstanding, or about 39.1 percent of the current authorization. After the proposed increase, the company will have 31.3 percent of its authorized capital outstanding. The company has stated that this increase is to enable it to engage in equity financing to invest in new businesses and accomodate the exercise of warrants issued earlier this year. It will also facilitate the issuance of warrants pursuant to the company's takeover defense. Next, the company seeks the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this item by itself. The company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote, and to prohibit the submission of shareholder proposals related to these subjects. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 8 are insiders, and candidate 9 is an outside director candidate. All candidates are being reappointed to the board, and following this meeting, there will be one outsider on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For The candidate has been designated as an outside director. ISS considers him to be an affiliated outsider, as he is a current advisor to Sumitomo Chemical Co, the company's largest shareholder. He is a former president and chairman of that company, which owns 22 percent of Inabata and is a business partner as well. 4 Appoint Alternate Internal Statutory Auditor For For Mgmt The nominee for independent auditor, an attorney, passes our test for independence. 5 Approve Retirement Bonus for Director and For Against Mgmt Special Payments to Continuing Directors and Statutory Auditors in Connection with Abolition of Retirement Bonus System One of the continuing directors and two of the continuing statutory auditors have been designated by the company as outsiders. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing the whole item. 6 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors and Statutory Auditors The ceilings would be raised from JY 27 million per month (JY 324 millon per year) to JY 430 million per year for directors, and from JY 4.5 million per month (JY 54 million per year) to JY 80 million per year for auditors. The ceilings were last adjusted in 2005 for directors and in 1997 for auditors. After this meeting, the number of directors will be 9 and that of auditors will be 4. These changes are being requested because of increases in the cost of living since the ceiling was last raised and due to the abolition of the retirement bonus system. Because the new ceilings are not especially high, and because the company has been profitable, we see no reason to oppose this resolution. 7 Adopt Advance Warning-Type Takeover Defense For Against Mgmt Type of defense plan: Advance-warning type Plan duration: Unlimited, but with annual review by the board Trigger threshold: 20 percent of shares outstanding Directors' term in office: 1 year Board independence: Following this meeting, there will be no independent directors according to ISS criteria Independence of special committee: The committee members have not been disclosed. Other types of takeover defense: No Meeting notice released three weeks or more before meeting: No We believe the best way to ensure that the company remains responsive to shareholders' interests, once the threat of a takeover is removed or reduced, is to have a significant percentage of independent outsiders on the board. Inabata's failure to appoint even one independent director, unconnected to a customer or supplier of the company, combined with the board's unwillingness to disclose the identities of the committee members who will evaluate any bid, indicates that this plan is primarily aimed at entrenchment rather than enhancement of shareholder value. We recommend that shareholders oppose this resolution. 05/11/06 - A Inchcape PLC G47320166 None 2,279 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 38.0 Pence Per For For Mgmt Ordinary Share 4 Elect Andre Lacroix as Director For For Mgmt 5 Elect Karen Guerra as Director For For Mgmt 6 Elect Barbara Richmond as Director For For Mgmt 7 Re-elect Peter Johnson as Director For For Mgmt 8 Re-elect Raymond Ch'ien as Director For For Mgmt 9 Re-elect Graeme Potts as Director For For Mgmt 10 Reappoint PricewaterhouseCoopers LLP as For For Mgmt Auditors of the Company 11 Authorise Board to Fix Remuneration of For For Mgmt Auditors 12 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 40,020,024 13 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 6,003,003 14 Authorise 8,004,004 Ordinary Shares or For For Mgmt Subject to the Passing of Resolution 15, 48,024,024 Ordinary Shares for Market Purchase 15 Approve Share Sub-Division of Each Existing For For Mgmt Issued or Authorised But Unissued Ordinary Share of 150 Pence Each Into 6 Ord. Shares of 25 Pence Each 04/27/06 - A Industrial & Commercial Bank of China Y3991T104 04/20/06 216,000 Asia Ltd. (Union Bank 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend For For Mgmt 3a Elect Zhu Qi as Director For For Mgmt 3b Elect Zhang Yi as Director For For Mgmt 3c Elect Wong Yue Chim, Richard as an For For Mgmt Independent Non-Executive Director 3d Elect Tsui Yiu Wa, Alec as an Independent For For Mgmt Non-Executive Director 3e Elect Yuen Kam Ho, George as an Independent For For Mgmt Director 4 Approve Remuneration of Directors For For Mgmt 5 Approve PricewaterhouseCoopers as Auditors For For Mgmt and Authorize Board to Fix Their Remuneration 6 Approve Issuance of Equity or Equity-Linked For Against Mgmt Securities without Preemptive Rights As the share issuance amount is subject to abuse by Hong Kong companies, in the absence of language restricting both discounts and the authority to refresh the share issuance amounts without prior shareholder approval, a vote against is recommended. 7 Authorize Repurchase of Up to 10 Percent of For For Mgmt Issued Share Capital 8 Authorize Reissuance of Repurchased Shares For For Mgmt 05/02/06 - A Inmet Mining Corp. *IMN.* 457983104 03/21/06 22,797 1 Elect Directors For For Mgmt 2 Ratify KPMG LLP as Auditors For For Mgmt 05/24/06 - A Inmobiliaria Colonial SA E64515245 None 7,434 1 Approve Individual and Consolidated For For Mgmt Financial Statements, Statutory Reports, and Discharge Directors 2 Approve Allocation of Income For For Mgmt 3 Reelect Auditors for Individual and For For Mgmt Consolidated Group 4 Amend Articles 12 (Notice of Meeting Period For For Mgmt if Requested by Holders of 5 Percent of Shares) and Article 13 (Adoption of Requirements for Convening General Meetings Under New Spanish Law) 5 Approve Inclusion of the CEO to Company's For Against Mgmt Stock Option Plan Despite the low dilution (less than 1 percent), due to the lack of sufficient detail regarding this stock option plan coupled with the failure to seek shareholder approval for the entire plan, support for this plan cannot be recommended. 6 Authorize Repurchase of Shares For For Mgmt 7 Authorize Board to Ratify and Execute For For Mgmt Approved Resolutions 04/27/06 - A Inmobiliaria Urbis, S.A. E65208196 None 17,434 1 Approve Individual and Consolidated For For Mgmt Financial Statement for Fiscal Year Ended 12-31-05; Approve Discharge of Directors 2 Approve Allocation of Income for Fiscal 2005 For For Mgmt 3 Amend Articles 16, 26 and 27 of the For For Mgmt Company's By-Laws Re: Convening of General Meetings; Remote Voting; Delegation of Powers to the Board Regarding the Establishment of Rules for Attendance to General Meetings Via Electronic Means 4 Amend Articles 4, 5, 10,14, 16-18 and 24 of For For Mgmt the General Meeting Guidelines Re: Convening of General Meeting; Procedures for Attendance Via Electronic Means; Timeframe for Shareholder Submissions or Inquiries; Timeframe for Responses 5.1 Fix Number of Directors (13) For For Mgmt 5 Elect Directors For For Mgmt 6 Reelect Auditors for Period 2006 For For Mgmt 7 Authorize Repurchase of Shares For For Mgmt 8 Authorize Board to Ratify and Execute For For Mgmt Approved Resolutions 9 Present Information Re: Amendments to For For Mgmt Articles 19 and 20 of the Board Guidelines 06/23/06 - A INTAGE INC *4326* J2398M107 03/31/06 3,558 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 26, Special JY 0 The payout ratio is 20 percent based on consolidated earnings, or 30 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Change Location of Head For Against Mgmt Office - Limit Rights of Odd-lot Holders - Limit Liability of Directors, Statutory Auditors, and Audit Firm The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. First, the company seeks to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. The company also seeks the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. However, the company seeks to limit the liability of its external audit firm in the event of a shareholder lawsuit. We believe this may have a negative impact on the quality of the audit function, and we recommend that shareholders oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 10 are insiders, while Candidate 11 has been designated as an outside director. ISS considers the outsider to be affiliated, as he is a former executive officer of parent company Eisai Co. Following this meeting, there will be one outsider on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 3.11 Elect Director --- For 4 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors The ceiling would be raised from JY 130 million per year to JY 300 million per year. The ceiling was last adjusted in 1990. This change is being requested because the number of directors is increasing from 8 to 11. Because the new ceiling is not excessive, we have no reason to oppose this resolution. 5 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Statutory Auditors The ceiling would be raised from JY 40 million per year to JY 80 million per year. The ceiling was last adjusted in 1994. This change is being requested because of increases in the cost of living since the ceiling was last raised. Because the new ceiling is not especially high, we see no reason to oppose this resolution. 05/17/06 - A International Power Plc (formerly G4890M109 None 325,974 National Power Plc) 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Elect Bruce Levy as Director For For Mgmt 3 Re-elect Mark Williamson as Director For For Mgmt 4 Re-elect Tony Isaac as Director For For Mgmt 5 Approve Final Dividend of 4.5 Pence Per For For Mgmt Ordinary Share 6 Reappoint KPMG Audit Plc as Auditors and For For Mgmt Authorise the Board to Determine Their Remuneration 7 Approve Remuneration Report For For Mgmt 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 245,947,373 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 36,892,106 10 Authorise 147,568,424 Ordinary Shares for For For Mgmt Market Purchase 11 Amend Articles of Association Re: For For Mgmt Indemnification 12 Amend International Power Plc 2002 For For Mgmt Performance Share Plan 06/28/06 - S INVESTEC PLC G49188108 None 16,493 1 Approve Increase in Authorised Capital by For For Mgmt the Creation of 100,000,000 New Non-Redeemable, Non-Cumulative, Non-Participating Preference Shares; Authorise Issue of Equity with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 1,036,377 2 Adopt New Articles of Association For For Mgmt 3 Authorise Any One Director or the Company For For Mgmt Secretary to do All Things and Sign All Documents which may be Necessary to Carry into Effect the Aforesaid Resolutions 05/04/06 - A/S IPSCO Inc. *IPS.* 462622101 03/20/06 15,380 1 Elect Directors M.A. Grandin, J.H. Hinshaw, For For Mgmt B.M. Joyce, J.D. Michaels, B.M. Michel, A.S. Olson, A.R. Price, R.G. Sim, D.S. Sutherland, R.E. Tetrault, G.G. Thiessen, D.M. Wallace and J.B. Zaozirny 2 Approve Ernst & Young LLP as Auditors and For For Mgmt Authorize Board to Fix Remuneration of Auditors 3 Approve Annual Incentive Plan for Senior For For Mgmt Officers The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. The plan imposes an absolute limit of $3 million for any individual in any award period. As an extreme, this maximum is acceptable for IPSCO. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 05/30/06 - A IVG Immobilien AG(frmly IVG Holding D36953103 05/08/06 15,094 AG) 1 Receive Financial Statements and Statutory None Mgmt Reports for Fiscal 2005 2 Approve Allocation of Income and Dividends For Mgmt of EUR 0.38 per Share 3 Approve Discharge of Management Board for For Mgmt Fiscal 2005 4 Approve Discharge of Supervisory Board for For Mgmt Fiscal 2005 5 Amend Articles Re: Fix Number of For Mgmt Supervisory Board Members to Nine; Conducting of Supervisory Board Meetings 6a Elect Eckart von Freyend to the Supervisory For Mgmt Board 6b Elect Paul Marcuse to the Supervisory Board For Mgmt 6c Elect Friedrich Merz to the Supervisory For Mgmt Board 7 Amend Articles Re: Remuneration of For Mgmt Supervisory Board Members 8 Amend Articles Re: Calling of, Registration For Mgmt for, and Conducting of Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance) 9 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares 10 Ratify PricewaterhouseCoopers AG as For Mgmt Auditors for Fiscal 2006 Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/25/06 - A Izumi Co. Ltd. *8273* J25725110 02/28/06 8,478 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 12, Final JY 14, Special JY 0 The proposed payout ratio is 15 percent based on parent-company earnings, or 12 percent based on consolidated EPS. By law, funds available for dividends in Japan are based on parent-company earnings only. This is low even by Japanese standards. However, we note that the company raised its full-year dividend from JY 24 the previous year to JY 26 for the year under review. We also note that the company has stated that it is conserving cash both to pay off interest-bearing debt and to make strategic investments in growth areas. We do not oppose this year's income allocation, but we will consider recommending votes against income allocation in the future if the dividend fails to keep pace with continued growth in earnings. 2 Amend Articles to: Update Terminology to For For Mgmt Match that of New Corporate Law The amendments are routine ones, and we have no reason to recommend that shareholders vote against this resolution. 06/29/06 - A J-Oil Mills Inc. (formerly HONEN J2231P101 03/31/06 60,841 AJINOMOTO OIL MILLS) *2613* 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 3, Final JY 3, Special JY 0 2 Amend Articles to: Limit Liability of For For Mgmt Non-Executive Statutory Auditors - Update Terminology to Match that of New Corporate Law The company seeks the authority to impose limits on the legal liability of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Appoint Internal Statutory Auditor For For Mgmt 4 Appoint Alternate Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. The nominee is an attorney and has served as the company's outside counsel. 5 Approve Retirement Bonuses for Statutory For Against Mgmt Auditors One of the retiring auditors has been designated by the company as independent. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing the whole item. 05/18/06 - A JKX Oil & Gas PLC G5140Z105 None 43,599 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For Against Mgmt Therefore, we are recommending that shareholders oppose the remuneration report again and encourage the Company to revise the vesting scale. 3 Re-elect John Mapplebeck as Director For For Mgmt 4 Approve Final Dividend of 0.6 Pence Per For For Mgmt Ordinary Share 5 Reappoint PricewaterhouseCoopers LLP as For For Mgmt Auditors and Authorise the Board to Determine Their Remuneration 6 Authorise 15,189,258 Ordinary Shares for For For Mgmt Market Purchase 7 Amend Articles of Association Re: For For Mgmt Appointment of Directors and Retirement by Rotation 04/27/06 - A JM AB W4939T109 04/21/06 16,712 1 Open Meeting and Elect Chairman of Meeting None None Mgmt 2 Prepare and Approve List of Shareholders For For Mgmt 3 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 4 Acknowledge Proper Convening of Meeting For For Mgmt 5 Approve Agenda of Meeting For For Mgmt 6 Receive Reports of the Board, the President None None Mgmt and the Auditors; Receive Financial Statements and Statutory Reports 7 Approve Financial Statements and Statutory For For Mgmt Reports 8 Approve Allocation of Income and Dividends For For Mgmt of SEK 10 per Share 9 Approve Record Date (May 3) for Dividend For For Mgmt 10 Approve Discharge of Board and President For For Mgmt 11 Determine Number of Members (7) and Deputy For For Mgmt Members (0) of Board 12 Approve Remuneration of Directors in the For For Mgmt Aggregate Amount of SEK 2 Million 13 Approve Remuneration of Auditors For For Mgmt 14 Receive Information about Director Nominees For For Mgmt other Assignments 15 Reelect Elisabett Annell, Eva Britt For For Mgmt Gustafsson, Bengt Larsson, Berthold Lindqvist, Lars Lundquist, Johan Skoglund, and Torbjoern Toreell as Directors; Reelect Lars Lundquist as Chairman 16 Authorize Chairman of Board and For For Mgmt Representatives of Four of Company's Largest Shareholders to Serve on Nominating Committee 17 Approve Redemption Program for Shareholders For For Mgmt 18 Approve 4:1 Stock Split; Amend For For Mgmt Corresponding Articles 19 Amend Articles Re: Various Changes to For For Mgmt Comply with New Swedish Companies' Act 06/24/06 - A Joint Corporation *8874* J28384105 03/31/06 19,368 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 12.5, Final JY 12.5, Special JY 0 The payout ratio is 8 percent based on consolidated earnings, or 22 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Increase Authorized For Against Mgmt Capital - Limit Rights of Odd-Lot Holders - Limit Liability of Non-Executive Directors and Statutory Auditors - Update Terms to Match that of New Corporate Law The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. First, the company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. Next, the company seeks the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. However, the company also seeks to increase its authorized share capital from 151.32 million to 175.2496 million shares, an increase of 15.8 percent. The company currently has 43.8124 million shares outstanding, or about 28.9 percent of the current authorization. After the proposed increase, the company will have exactly 25 percent of its authorized capital outstanding. The company has not disclosed any information about its plans for future share issuances, and has only used boilerplate language stating that the increase in authorized capital is to "flexibly carry out capital policies." However, this increase can also be used to implement a poison pill or other takeover defense, which would not necessarily require shareholder approval. Because an increase in authorized capital which would leave the company with only 25 percent of the new authorization on issue does not meet ISS guidelines for authorized capital increases, we recommend that shareholders vote against this resolution. The company already has ample room under its current authorization ceiling to carry out legitimate share issuances for acquisitions or general financing. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 8 are insiders and are being reappointed to the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For Candidate 9 has been designated by the company as an outside director. He is the former president of ORIX Asset Management Corp., and first joined the board of Joint in 2003. 4 Appoint Internal Statutory Auditor For For Mgmt The nominee is not designated by the company as independent, and we have no reason to oppose his nomination. 5 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors Ceiling is to be raised from JY 170 million per year to JY 300 million per year, because annual bonuses to directors are now part of the ceiling. After this meeting, the number of directors will be 9. The new ceiling is not inordinately high, and the company has been profitable. We see no reason to oppose this resolution. 06/23/06 - A Joshin Denki Co. Ltd. *8173* J28499127 03/31/06 43,114 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 10, Special JY 0 Payout ratio is approximately 33 percent. 2 Amend Articles to: Limit Rights of Odd-lot For For Mgmt Holders - Update Terminology to Match that of New Corporate Law The company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. The other changes are routine ones. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 11 are all insiders. All are incumbent directors seeking reappointment. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 3.11 Elect Director --- For 12/07/05 - A JUMBO SA X0282Q121 None 3,470 1 Accept Financial Statements For Mgmt 2 Accept Statutory Reports For Mgmt 3 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 4 Approve Discharge of Board and Auditors For Mgmt 5 Elect One Principal and One Substitute For Mgmt Auditor and Authorize Board to Fix Their Remuneration 6 Approve Remuneration of Directors for 2005 For Mgmt 7 Preapprove Remuneration of Directors for For Mgmt 2006 8 Elect Directors For Mgmt 9 Other Business (Non-Voting) None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/19/06 - S JUMBO SA X0282Q121 None 6,931 1 Authorize Capitalization of Reserves for For Mgmt Bonus Issue and Increase in Par Value 2 Amend Articles Re: Transfer of Company's For Mgmt Head Offices 3 Increase Company's Duration from 30 to 70 For Mgmt Years and Amend Articles Accordingly 4 Transact Other Business None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/10/06 - S JUMBO SA X0282Q121 None 6,931 1 Authorize Issuance of Convertible Bonds of For Mgmt EUR 42 Million Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/07/06 - S JUMBO SA X0282Q121 None 15,248 1 Authorize Issuance of Convertible Bonds of For For Mgmt EUR 42 Million 06/13/06 - A Jungheinrich AG D37552102 05/23/06 1,050 1 Receive Financial Statements and Statutory None Mgmt Reports for Fiscal 2005 2 Approve Allocation of Income and Dividends For Mgmt of EUR 0.45 per Ordinary Share and EUR 0.51 per Preference Share 3 Approve Discharge of Management Board for For Mgmt Fiscal 2005 4 Approve Discharge of Supervisory Board for For Mgmt Fiscal 2005 5 Elect Supervisory Board Member For Mgmt 6 Amend Articles Re: Calling of, Registration For Mgmt for, and Conducting of Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance) 7 Authorize Management Board Not to Disclose For Mgmt Individualized Remuneration of its Members 8 Ratify Deloitte & Touche GmbH as Auditors For Mgmt for Fiscal 2006 Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/25/06 - A Jurong Technologies Industrial Corp Y44805102 None 343,301 Ltd 1 Adopt Financial Statements and Directors' For For Mgmt and Auditors' Reports 2 Declare Final Dividend of SGD 0.03 Per Share For For Mgmt 3 Approve Directors' Fees of SGD 196,000 For For Mgmt 4 Reelect Wee Sing Guan as Director For Against Mgmt Due to the company's failure to provide the annual report for fiscal year 2005, we are unable to ascertain the level of independence of these nominees. Given this and considering our position against executive directors who are also members of key board committees, as their presence threatens to undermine the purpose of these committees in providing independent oversight and preventing conflicts of interest, a vote against these resolutions is recommended. 5 Reelect Yeo Pek Heng as Director For Against Mgmt See Item 4. 6 Reelect Chung Siang Joon as Director For Against Mgmt See Item 4. 7 Reappoint Ernst & Young, CPAs as Auditors For For Mgmt and Authorize Board to Fix Their Remuneration 8 Approve Issuance of Shares without For For Mgmt Preemptive Rights 9 Authorize Share Repurchase Program For For Mgmt 05/10/06 - A K+S AG D37808108 04/19/06 15,458 1 Receive Financial Statements and Statutory None Mgmt Reports 2 Approve Allocation of Income and Dividends For Mgmt of EUR 1.80 per Share 3 Approve Discharge of Management Board for For Mgmt Fiscal 2005 4 Approve Discharge of Supervisory Board for For Mgmt Fiscal 2005 5 Ratify Deloitte & Touche GmbH as Auditors For Mgmt for Fiscal 2006 6 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares 7 Approve Issuance of Convertible Bonds For Mgmt and/or Bonds with Warrants Attached up to Aggregate Nominal Amount of EUR 1.5 Billion with Preemptive Rights; Approve Creation of EUR 54.4 Million Pool of Capital to Guarantee Conversion Rights 8 Approve Creation of EUR 54.4 Million Pool For Mgmt of Capital with Particular Exclusion of Preemptive Rights 9 Amend Articles Re: Calling of, Registration For Mgmt for, and Conducting of Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance) Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/29/06 - A K. Wah International Holdings Ltd. G5321P116 05/22/06 689,000 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend For For Mgmt The board recommends the payment of a final scrip dividend of HK$0.01 ($0.001) per share. 3a Reelect Eddie Hui Ki On as Director For For Mgmt 3b Reelect William Lo Chi Chung as Director For For Mgmt 3c Reelect David Akers-Jones as Director For For Mgmt 3d Reelect Leo Lee Tung Hai as Director For For Mgmt 3e Authorize Board to Fix the Remuneration of For For Mgmt Directors 4 Reappoint PricewaterhouseCoopers as For For Mgmt Auditors and Authorize Board to Fix Their Remuneration for the Year Ending Dec. 31, 2006 5a Authorize Repurchase of Up to 10 Percent of For For Mgmt Issued Share Capital This authority is limited to 10 percent of the outstanding share capital of the company on the date the resolution is passed and operates under strict regulatory guidelines of the SEHK. We believe that when timed correctly, corporate stock repurchases are a legitimate use of corporate funds and can add to long-term shareholder returns. 5b Approve Issuance of Equity or Equity-Linked For Against Mgmt Securities without Preemptive Rights As the share issuance amount is subject to abuse by Hong Kong companies, in the absence of language restricting both discounts and the authority to refresh the share issuance amounts without prior shareholder approval, a vote against is recommended. 5c Authorize Reissuance of Repurchased Shares For For Mgmt This resolution authorizes the board to reissue any shares repurchased under the general mandate to repurchase shares approved above, without limiting the general mandate to issue shares also sought above. This authority would also be limited to the maximum 10 percent allowed to be repurchased. This request is being made to renew the authority to reissue repurchased shares expired with the convening of this meeting. 06/29/06 - A Kagoshima Bank Ltd. *8390* J29094109 03/31/06 16,314 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 3, Final JY 4, Special JY 0 The payout ratio is 15 percent based on consolidated earnings, or 16 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Limit Rights of Odd-lot For For Mgmt Holders - Update Terminology to Match that of New Corporate Law The company seeks to update the terminology of its articles to match that of the new Corporate Law. Nearly all Japanese companies are making these changes in 2006. The changes are routine ones. The company also wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential, and we have no reason to oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 9 are all insiders. Candidates 7 to 9 are new to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 4 Approve Retirement Bonuses for Directors For For Mgmt The retiring directors are both insiders, and we have no reason to oppose this resolution. 06/22/06 - A Keihin Corp. (7251) *7251* J32083107 03/31/06 22,018 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 11, Final JY 12, Special JY 0 The payout ratio is 10 percent based on consolidated earnings, or 15 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Update Terminology to Match that of New Corporate Law The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make a more substantive change. The company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. We note that Keihin has no independent directors, so this proposal would grant discretion over dividends not to a majority-outsider board as seen in the US, but to the company's management. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For None of the nominees has been designated as an outside director. Candidates 14 to 17 are new to the board. Following this meeting, there will be no outsiders on the board. The overall board size is increasing from 16 to 17. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 3.11 Elect Director --- For 3.12 Elect Director --- For 3.13 Elect Director --- For 3.14 Elect Director --- For 3.15 Elect Director --- For 3.16 Elect Director --- For 3.17 Elect Director --- For 4 Appoint Internal Statutory Auditor For For Mgmt The nominee is not designated by the company as independent, and we have no reason to oppose his nomination. 5 Appoint External Audit Firm For For Mgmt The company seeks to appoint Shin Nihon & Co. as its external audit firm in place of ChuoAoyama Audit Corp., which was recently penalized by Japanese authorities for the role of its auditors in accounting fraud at Kanebo Ltd 6 Approve Payment of Annual Bonuses to For For Mgmt Directors and Statutory Auditors Keihin is proposing aggregate bonus payments of JY 103.8 million to the 16 directors in office during the year under review, and JY 4.2 million to the two full-time statutory auditors. In light of the company's performance, we have no reason to oppose this resolution. 7 Approve Retirement Bonuses for Directors For For Mgmt and Statutory Auditor The recipients have all held executive positions with the company. 06/29/06 - A Keiyo Bank Ltd. *8544* J05754106 03/31/06 74,123 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 3, Final JY 3.5, Special JY 0 Payout ratio is approximately 15 percent. 2 Amend Articles to: Increase Number of For For Mgmt Internal Auditors - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law The company seeks to update the terminology of its articles to match that of the new Corporate Law. These changes are routine. The company also wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. In addition, the company is increasing the maximum number of auditors from 4 to 5, in order to strengthen the audit function. We do not oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 9 are all insiders. Candidates 7 to 9 are executives who are new to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 4 Appoint Internal Statutory Auditor For For Mgmt The nominee for independent auditor, the newly appointed president of Hitachi Software Engineering Co., passes our test for independence. 5 Approve Retirement Bonuses for Directors For For Mgmt The retiring directors are all insiders, and we have no reason to oppose this resolution. 05/25/06 - A Keiyo Co. Ltd. *8168* J32319113 02/28/06 29,501 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 6.25, Special JY 0 The company posted a net loss in the fiscal year under review, but proposes to dip into reserves to pay a dividend. However, the loss is not from the company's core business operation, but from the adoption of asset impairment accounting. The company expects to return to profitability in the next fiscal year. Note that there is no allocation to director bonuses. 2 Amend Articles to: Authorize Share For Against Mgmt Repurchases at Board's Discretion Because allowing the company to repurchase shares solely at the board's discretion is not in shareholders' interest, we recommend that shareholders oppose the resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Assuming all nominees are elected, the board after this meeting will be composed entirely of 10 executive directors, down from the current 12. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 4 Appoint Internal Statutory Auditor For Against Mgmt Because the nominee for independent statutory auditor is a long-time executive of Keiyo's main bank, he cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 5 Approve Retirement Bonuses for Directors, For Against Mgmt Special Payment to Family of Deceased Statutory Auditor, and Special Payments to Continuing Directors and Statutory Auditors in Connection with Abolition of Retirement Bonus System Two of the continuing statutory auditors are designated by the company as independent statutory auditors. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing the whole item. 06/22/06 - A Keller Group PLC G5222K109 None 16,729 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of 8.2 Pence Per For For Mgmt Ordinary Share 3 Approve Remuneration Report For For Mgmt 4 Re-elect Pedro Jimenez as Director For For Mgmt 5 Re-elect Keith Payne as Director For For Mgmt 6 Re-elect Bob Rubright as Director For For Mgmt 7 Reappoint KPMG Audit Plc as Auditors and For For Mgmt Authorise the Board to Determine Their Remuneration 8 Approve Scrip Dividend For For Mgmt 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 2,182,007 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 327,629 11 Authorise 6,552,573 Ordinary Shares for For For Mgmt Market Purchase 06/10/06 - A Koa Corporation *6999* J34125104 03/31/06 20,369 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 4.5, Final JY 6.5, Special JY 0 2 Amend Articles to: Decrease Maximum Board For Against Mgmt Size - Limit Legal Liability of Directors, Statutory Auditors and Audit Firm - Limit Rights of Odd-Lot Holders - Update Terminology to Match that of New Corporate Law Because it is not in shareholders' interest to limit the liability of the external audit firm, we recommend that shareholders oppose the whole resolution. 3 Elect Directors For For Mgmt 4 Approve Special Bonus for Family of For For Mgmt Deceased Director and Retirement Bonus for Director 06/29/06 - A Krosaki Harima Corp. *5352* J37372109 03/31/06 27,798 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 5, Special JY 0 The payout ratio is approximately 16 percent based on consolidated earnings, or 26 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. The income allocation does not include bonuses to directors or statutory auditors. 2 Amend Articles to: Expand Business Lines - For For Mgmt Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Non-executive Directors and Statutory Auditors The company seeks the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 13 are all insiders. Candidates 13 is an executive who is new to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 3.11 Elect Director --- For 3.12 Elect Director --- For 3.13 Elect Director --- For 4 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor -- a current executive of the company's largest shareholder, Nippon Steel Corporation, with a 44.44 percent stake in the company -- cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 5 Appoint Alternate Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for alternate independent auditor -- a current executive of the company's largest shareholder, Nippon Steel Corporation, with a 44.44 percent stake in the company -- cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 6.1 Appoint External Auditors For For Mgmt First, the company seeks to appoint KPMG Azsa. The company's current audit firm, ChuoAoyama, faces a business suspension from July 1 through August 31 over the involvement of its auditors in accounting fraud at Kanebo Ltd. The company proposes to reappoint ChuoAoyama after the suspension ends, to promote continuity, but it appears that Azsa will audit the books alongside ChuoAoyama. We have no reason to oppose the appointment of Azsa. 6.2 Appoint External Auditors For For Mgmt In the second part of this resolution, the company seeks approval to reappoint ChuoAoyama once the suspension period ends, apparently to serve alongside Azsa. The company argues that this will guarantee continuity in the audit process. Although ISS has been opposing the appointment of ChuoAoyama as a company's sole external auditor, in this case we do not oppose this resolution. 7 Approve Retirement Bonuses for Director and For Against Mgmt Statutory Auditor The retiring auditor has been designated by the company as independent. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing the whole item. 04/21/06 - A KS Energy Services Limited (frmly KS Y498A2103 None 49,126 Tech Ltd) 1 Adopt Financial Statements and Directors' For For Mgmt and Auditors' Reports 2 Declare Final Dividend of SGD 0.02 Per Share For For Mgmt 3 Declare Special Dividend of SGD 0.006 Per For For Mgmt Share 4 Approve Directors' Fees of SGD 155,000 For For Mgmt 5 Reelect Tan Fuh Gih as Director For Against Mgmt Due to the company's failure to provide the annual report for fiscal year 2005, we are unable to ascertain the level of independence of these nominees. Given this and considering our position against executive directors who are also members of key board committees, as their presence threatens to undermine the purpose of these committees in providing independent oversight and preventing conflicts of interest, a vote against these resolutions is recommended. 6 Reelect Billy Lee Beng Cheng as Director For Against Mgmt See Item 5. 7 Reelect Lim Jit Poh as Director For Against Mgmt See Item 5. 8 Reelect Lim Ho Seng as Director For Against Mgmt See Item 5. 9 Reelect Sheikh Faisal F.J. Althani as For Against Mgmt Director See Item 5. 10 Reappoint KPMG as Auditors and Authorize For For Mgmt Board to Fix Their Remuneration 11 Approve Issuance of Shares without For For Mgmt Preemptive Rights 05/04/06 - A Labopharm Inc *DDS.* 504905100 03/10/06 54,045 1 Elect Directors Santo J. Costa, James R. For For Mgmt Howard-Tripp, Richard J. MacKay, Anthony C. Playle, Frederic Porte, Robert Raich, Jacques L. Roy and James S. Scibetta 2 Approve Ernst & Young LLP as Auditors and For For Mgmt Authorize Board to Fix Remuneration of Auditors 04/28/06 - A LABROY MARINE LTD Y5109N143 None 461,919 1 Adopt Financial Statements and Directors' For For Mgmt and Auditors' Reports 2 Declare First and Final Dividend of SGD For For Mgmt 0.022 3 Reelect Ong Lian Choon as Director For Against Mgmt We note that Ong Lian Choon is an executive director who serves on the board's Audit Committee. We prefer that all key board committees comprise only independent directors. We believe that executives -- particularly on such key board committees as the audit, remuneration and nominating committees -- threaten to undermine the purpose of these committees in providing independent oversight and preventing conflicts of interest. The best practice recommendations stipulated in Singapore's Code of Corporate Governance also limit members of the audit and remuneration committees to non-executives only. Therefore shareholders are advised to vote against this proposal. 4 Approve Directors' Fees For For Mgmt 5 Reappoint Auditors and Authorize Board to For For Mgmt Fix Their Remuneration 6 Other Business (Voting) For Against Mgmt While such requests are usually routine, the potential for discussion and subsequent approval of items that could be dangerous to minority shareholders is a possibility. Until more detailed information is made available concerning these items, a vote opposing such requests must be recommended. 7 Approve Issuance of Shares without For For Mgmt Preemptive Rights 8 Approve Issuance of Shares and Grant of For Against Mgmt Options Pursuant to the Labroy Share Option Scheme In this case, the percentage of shares available under the company's share option scheme is 15 percent of the issued capital, which is considered an unacceptable level of dilution. This scheme cannot be considered sufficiently well structured to justify a potential dilution level of 15 percent. 06/29/06 - A Leopalace21 Corp. *8848* J38781100 03/31/06 28,048 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 15, Special JY 0 The company is paying a dividend despite posting a net loss for the year under review. The loss was due primarily to charges associated with the application of asset impairment accounting to the company's resort in Guam. Leopalace21 expects to return to profitability in the current year. Note that the income allocation includes no director or statutory auditor bonuses. 2 Amend Articles to: Expand Business Lines - For For Mgmt Update Terminology to Match that of New Corporate Law The company seeks to add a number of items to its business objectives clause related to the provision of home nursing and health care and the operation of facilities for the aged. Because assisted living facilities are likely to be a growth area in Japan, and because they are reasonably related to the company's current business operations, we support this amendment. The other changes are routine ones. 3 Elect Director For For Mgmt The nominee, the president of a construction company in which Leopalace21 holds a 37 percent stake, has not been designated as an outside director. Although we believe the company needs to appoint independent outsiders at the earliest possible opportunity, we have no particular reason to oppose this nominee. 06/27/06 - A/S LINEDATA SERVICES F57273116 None 1,269 Ordinary Business 1 Approve Financial Statements and Discharge For Mgmt Members of Management Board and Auditors 2 Approve Non-Tax Deductible Expenses For Mgmt 3 Approve Allocation of Income and Dividends For Mgmt of EUR 0.25 per Share 4 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 5 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 6 Reelect Monique Bourven as Supervisory For Mgmt Board Member 7 Reelect Jean-Philippe Peugeot as For Mgmt Supervisory Board Member 8 Approve Remuneration of Directors in the For Mgmt Aggregate Amount of EUR 150,000 9 Acknowledge Merger by Absorption of For Mgmt Auditor: Barbier Frinault & Cie by Barbier Frinault & Autres (Ernst & Young et Autres) 10 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital Special Business 11 Amend Articles: Allow Attendance of Board For Mgmt Meetings Through Videoconference or Telecommunication 12 Authorize Filing of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/19/06 - S London Stock Exchange Group PLC G8502Z119 None 45,900 1 Approve Scheme of Arrangement; Cancellation For For Mgmt of the Existing Ord. Shares and Subsequent Increase of the Auth. Share Cap.; Issue Equity with Rights up to GBP 25M; Amend Art. of Association; Amend Company's LTIP 2004, SAYE Option Scheme, Share Incentive Plan 05/11/06 - A Lookers plc G56420105 None 5,330 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For Against Mgmt 3 Approve Final Dividend of 10.5 Pence Per For For Mgmt Ordinary Share 4 Re-elect Andrew Bruce as Director For For Mgmt 5 Re-elect David Mace as Director For For Mgmt 6 Re-elect Terry Wainwright as Director For For Mgmt 7 Elect John Brown as Director For For Mgmt 8 Reappoint PricewaterhouseCoopers LLP as For For Mgmt Auditors of the Company 9 Authorise Board to Fix Remuneration of For For Mgmt Auditors 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 2,977,258 11 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 446,588 12 Authorise 3,572,709 Ordinary Shares for For For Mgmt Market Purchase 13 Adopt New Articles of Association For For Mgmt 06/30/06 - S Lookers plc G56420105 None 5,330 1 Approve Share Sub-Division of Each For For Mgmt Authorised Ordinary Share of 25 Pence Each Into 5 Ordinary Shares of 5 Pence Each 2 Elect Tony Bramall as Director For For Mgmt 3 Approve Subsciption for New Ordinary Shares For For Mgmt by the Trustee of the Lookers Employees' Share Trust 04/12/06 - A Lottomatica SpA T6326Y108 04/10/06 844 Annual Meeting Agenda 1 Approve Financial Statements, Statutory For Mgmt Reports, and Allocation of Income 2 Authorize Reduction of Statutory Reserve For Mgmt Via Distribution 3 Approve Stock Option Plan for Employees For Mgmt 4 Amend Articles 3, 5.3, 10.1, 14.1, 14.2, For Mgmt 14.3, 15.2, 16.2, 18.2, 18.3, 19.1, 19.2, 19.3, 21.2, and 24.1 of the Company's Bylaws 5 Authorize Board to Increase Capital of Up For Mgmt To EUR 1,720 Million of Which Up To EUR 1,670 Million With Preemptive Rights and of Up To 50 Million Without Preemptive Rights and Reserved For Employees; Amend Article 5 of the Company's Bylaws Accordingly Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 03/14/06 - S Macintosh Retail Group NV (Formerly N54137141 None 1,451 Macintosh NV) 1 Open Meeting None Mgmt 2 Approve Acquisition of Scapino B.V. For Mgmt 3 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/26/06 - A Macintosh Retail Group NV (Formerly N54137141 None 1,451 Macintosh NV) 1 Open Meeting None Mgmt 2a Receive Report of Management Board None Mgmt 2b Receive Report of Supervisory Board None Mgmt 3a Approve Financial Statements and Statutory For Mgmt Reports 3b Approve Allocation of Income and Dividends For Mgmt of EUR 1.80 per Share 3c Approve Discharge of Management Board For Mgmt 3d Approve Discharge of Supervisory Board For Mgmt 4a Announce Vacancies on Supervisory Board None Mgmt 4b Discussion of Supervisory Board Profile None Mgmt 4c Opportunity for Shareholder to Make None Mgmt Supervisory Board Nominations 4d Notification of Supervisory Board's None Mgmt Nomination 4e Reelect Nuhn to Supervisory Board For Mgmt 5a Grant Board Authority to Issue Shares Up To For Mgmt 10 Percent of Issued Capital 5b Eliminate Preemptive Rights For Mgmt 6 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 7 Approve Share Split For Mgmt 8 Approve Remuneration of Supervisory Board For Mgmt 9 Announcements, Allow Questions and Close None Mgmt Meeting Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/29/06 - A MACNICA *7631* J3924U100 03/31/06 2,334 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 30, Special JY 0 The payout ratio is 21 percent based on consolidated earnings, or 44 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Require Supermajority For Against Mgmt Vote to Remove Director - Decrease Maximum Board Size - Authorize Public Announcements in Electronic Format - Limit Rights of Odd-lot Holders The company is decreasing the maximum number of directors on the board from 10 to 6 in order to strengthen the management structure by speeding up the decision-making process. The company would still have 2 vacant seats on the board following this meeting. However, the company seeks to specify that removing a director will require a two-thirds majority vote, rather than the simple majority which is the default threshold under the new Corporate Law. Because we do not believe it is in shareholders' interest to increase the percentage of votes required to remove a director from office, we recommend that shareholders vote against this resolution. 06/20/06 - A Makino Milling Machine Co. Ltd. *6135* J39530100 03/31/06 63,190 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 5, Final JY 7, Special JY 0 The payout ratio is 13 percent based on consolidated earnings, or 33 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Limit Directors' and For For Mgmt Statutory Auditors' Legal Liability - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. As odd-lot shareholders would be extremely unlikely to bring shareholder lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. The company seeks the authority to impose limits on the legal liability of directors and internal auditors, and of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 9 are all insiders and are being reappointed to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 4 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors and Statutory Auditors The ceilings would be raised from JY 25 million per month (JY 300 million per year) to JY 450 million per year for directors, and from JY 7.5 million per month (JY 90 million per year) to JY 140 million per year for auditors. The ceilings were last adjusted in 1990 for directors and in 2004 for internal auditors. After this meeting, the number of directors will be 9 and that of auditors will be 4. These changes are being requested because of increases in the cost of living since the ceiling was last raised. Because the new ceilings are not especially high, and because the company has been profitable, we have no reason to oppose this resolution. 06/29/06 - A Marubun Co *7537* J39818109 03/31/06 7,261 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 10, Final JY 13, Special JY 0 The payout ratio is 23 percent based on consolidated earnings, or 32 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Update Terminology to For For Mgmt Match that of New Corporate Law - Limit Liability of Non-Executive Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. The company seeks the authority to impose limits on the legal liability of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 3 are all insiders and are new to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 4 Appoint Alternate Internal Statutory Auditor For For Mgmt The nominee for independent auditor, an attorney, passes our test for independence. 5 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors and Statutory Auditors These changes are being requested because of increases in the cost of living since the ceiling was last raised and because annual bonuses are now part of the ceiling. Because the new ceilings are not especially high, and because the company has been profitable, we see no reason to oppose this resolution. 06/27/06 - A MECALUX SA E73489101 None 7,212 1 Accept Individual and Consolidated For For Mgmt Financial Statements and Statutory Reports for Fiscal Year 2005 2 Approve Allocation of Income for Fiscal For For Mgmt Year 2005 3 Approve Discharge of Management Board For For Mgmt 4 Approve Auditors For For Mgmt 5 Approve Extraordinary Dividends Charged to For For Mgmt Reserves 6 Approve Increase in Authorized Capital For For Mgmt 7 Amend Company Articles 17 (Meeting Types), For For Mgmt 20 (Meeting Notices), 23 (Representation), 26 (Votes and Agreements), 32 (Directors Compensation); Amend Gen. Meeting Guidelines Articles 3 (Meeting Types), 10 (Mtg. Attendance by Representation), 11 (Votes) 8 Approve Remuneration of Directors For For Mgmt 9 Authorize Repurchase of Shares For For Mgmt 10 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities without Preemptive Rights 11 Authorize Board to Ratify and Execute For For Mgmt Approved Resolutions 12 Allow Questions None None Mgmt 13 Approve Minutes of Meeting For For Mgmt 06/29/06 - A Meiko Electronics Co., Ltd. *6787* J4187E106 03/31/06 5,676 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 12.50, Final JY 17.50, Special JY 0 The payout ratio is approximately 10 percent based on consolidated earnings, or 39 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize Public For Against Mgmt Announcements in Electronic Format - Limit Liability of Directors, Statutory Auditors, and Audit Firm The company seeks the authority to impose limits on the legal liability of directors and internal auditors, and of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. The company seeks to limit the liability of its external audit firm in the event of a shareholder lawsuit. We believe this may have a negative impact on the quality of the audit function, and we recommend that shareholders oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For None of the nominees has been designated by the company as an outside director. Candidate 6 is new to the board while Candidate 1 to 5 are being reappointed to the board. Following this meeting, there will be no outside directors on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 4 Appoint Internal Statutory Auditor For For Mgmt The nominee for independent auditor passes our test for independence. ISS considers him to be an independent outsider, as he is the president of KS Consulting., which is not engaged in a business relationship with the company. 5 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors The changes are being requested because of increases in the cost of living since the ceiling was last raised. Because the new ceilings are not especially high, and because the company has been profitable, we see no reason to oppose this resolution. 6 Approve Retirement Bonus for Statutory For For Mgmt Auditor The retiring auditor has not been classified as independent, and we have no reason to oppose this resolution. 08/05/05 - S METKA SA X5328R165 None 9,237 1 Approve Reduction in Share Capital by Up to For Mgmt EUR 70.13 Million Via Decrease in Par Value From EUR 1.67 to EUR 0.32 for Cash Payment to Shareholders; Amend Article 5 Accordingly 2 Codification of Articles For Mgmt 3 Approve Remuneration of Directors In For Mgmt Accordance With Greek Law 4 Other Business (Non-Voting) None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/23/06 - A Michael Page International Plc G68694119 None 80,861 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of 3.5 Pence Per For For Mgmt Ordinary Share 3 Re-elect Stephen Puckett as Director For For Mgmt 4 Re-elect Hubert Reid as Director For For Mgmt 5 Elect Tim Miller as Director For For Mgmt 6 Approve Remuneration Report For For Mgmt 7 Reappoint Deloitte & Touche LLP as Auditors For For Mgmt and Authorise the Board to Determine Their Remuneration 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 1,112,516 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 166,877 10 Authorise 33,263,780 Ordinary Shares for For For Mgmt Market Purchase 06/29/06 - A Mikuni Corporation *7247* J42712109 03/31/06 11,550 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 11, Special JY 0 The payout ratio is 18 percent based on consolidated earnings, or 31 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Limit Directors' Legal For For Mgmt Liability - Authorize Public Announcements in Electronic Format - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Statutory Auditors The company seeks the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Approve Adjustment to Aggregate For For Mgmt Compensation Ceilings for Directors and Statutory Auditors These changes are being requested because of increases in the cost of living since the ceiling was last raised and because annual bonuses are now part of the ceiling. Because the new ceilings are not especially high, and because the company has been profitable, we see no reason to oppose this resolution. 06/29/06 - A Mitsuba Corp. *7280* J43572148 03/31/06 10,572 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 8, Special JY 2 The payout ratio is 11 percent based on consolidated earnings, or 47 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Increase Number of Internal Auditors - Limit Rights of Odd-lot Holders - Limit Liability of Directors and Statutory Auditors The company seeks the authority to impose limits on the legal liability of directors and internal auditors, and of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. However, the company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote and to prohibit the submission of shareholder proposals related to these subjects. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 4 and 6 to 11 are insiders and candidate 5 is an outside director candidate. All candidates are new to the board, and following this meeting, there will be one outsider on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For The candidate has been designated as an outside director. ISS considers him to be an affiliated outsider, as he is a current executive officer of Bank of Yokohama, the company's second largest shareholder. 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 3.11 Elect Director --- For 06/29/06 - A Mitsubishi Gas Chemical Co. Inc. J43959113 03/31/06 222,730 *4182* 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 4, Final JY 6, Special JY 0 The payout ratio is 14 percent based on consolidated earnings, or 32 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Reduce Directors Term in Office - Limit Rights of Odd-lot Holders - Limit Liability of Directors and Statutory Auditors The company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. The company also seeks the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. In addition, the company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote and to prohibit the submission of shareholder proposals related to these subjects. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 10 are all insiders. Candidates 1 to 7 are being reappointed to the board, while candidates 8 to 10 are new to the board. Following this meeting, there will be no outside directors on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 4.1 Appoint Internal Statutory Auditor For For Mgmt The nominee is not designated by the company as independent, and we have no reason to oppose his nomination. 4.2 Appoint Alternate Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. The nominee is an attorney and has served as the company's outside counsel. 5 Approve Retirement Bonuses for Directors For For Mgmt and Statutory Auditors All retirees have held executive positions with the company. Accordingly, we have no reason to oppose this resolution. 6 Approve Adjustment to Aggregate For For Mgmt Compensation Ceilings for Directors and Statutory Auditors The ceilings would be raised from JY 28.9 million per month to JY 36 million per month for directors, and from JY 5.5 million per month to JY 7 million per month for auditors. The ceilings were last adjusted in 2003 for directors and in 1994 for statutory auditors. After this meeting, the number of directors will be 10 and that of auditors will be 4. These changes are being requested due to increased responsibility from the company's business expansion, and because annual bonuses are now part of the ceiling. Because the new ceilings are not especially high, we see no reason to oppose this resolution. 06/29/06 - A Mitsubishi Paper Mills Ltd. *3864* J44217115 03/31/06 78,000 1 Approve Allocation of Income, with No For For Mgmt Dividends 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Limit Directors' Legal Liability - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Statutory Auditors The company seeks the authority to impose limits on the legal liability of directors and internal auditors, and of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. However, the company also seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 3 Elect Directors For For Mgmt 4 Appoint Internal Statutory Auditor For Against Mgmt He does not meet ISS criteria for independence. 5 Appoint Alternate Internal Statutory Auditor For For Mgmt He meets ISS criteria for independence. 05/10/06 - A Modern Times Group AB W56523116 05/04/06 18,538 1 Elect Chairman of Meeting For For Mgmt 2 Prepare and Approve List of Shareholders For For Mgmt 3 Approve Agenda of Meeting For For Mgmt 4 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 5 Acknowledge Proper Convening of Meeting For For Mgmt 6 Receive Financial Statements and Statutory None None Mgmt Reports 7 Approve Financial Statements and Statutory For For Mgmt Reports 8 Approve Allocation of Income and Omission For For Mgmt of Dividends 9 Approve Discharge of Board and President For For Mgmt 10 Determine Number of Members (8) and Deputy For For Mgmt Members (0) of Board 11 Approve Remuneration of Directors in the For For Mgmt Aggregate Amount of SEK 3.6 Million; Approve Remuneration of Auditors 12 Reelect David Chance (Chairman), Asger For Against Mgmt Aamund, Vigo Carlund, Nick Humby, Lars-Johan Jarnheimer, David Marcus, Cristina Stenbeck, and Pelle Toernberg as Directors Effective boards exercise independent judgment when carrying out their fiduciary responsibilities. By requiring a majority of independent directors, the possibility of conflicts of interest is reduced and the quality of board oversight is increased. We expect the largest Swedish companies that are members of the MSCI EAFE index to adhere to higher corporate governance standards. However, when the employees use their right to appoint labor representatives to the board, we lower the independence requirement to at least one-third of the total board. Therefore, we oppose the election or reelection of any non-independent directors (excluding the CEO) if at least one-third of the proposed board (including labor representatives) would not be independent (as defined by our director categorization guidelines). If a nominee cannot be categorized, we assume that person is non-independent and include the nominee in the calculation. At MTG, only 50 percent of the board is independent. Therefore, shareholders are advised to vote against the proposal. 13 Determine Number of Auditors (1); Ratify For For Mgmt KPMG Bohlins AB (Carl Lindgren) as Auditors For A Period of Four Years 14 Authorize Cristina Stenbeck and For For Mgmt Representatives of At Least Three of the Company's Largest Shareholders to Serve on Nominating Committee 15 Amend Articles Re: Various Changes to For For Mgmt Comply with New Swedish Companies Act 16A Approve 2:1 Stock Split for Redemption For For Mgmt Program 16B Approve SEK 166 Million Reduction in Share For For Mgmt Capital in Connection With Redemption Program 16C Approve SEK 166 Million Transfer from Share For For Mgmt Premium Account to Unrestricted Shareholders' Equity in Connection With Redemption Program 17 Approve Remuneration Policy And Other Terms For For Mgmt of Employment For Executive Management Non-monetary benefits should correspond to what may be considered reasonable in relation to established practice in the market. Pension conditions should also be adapted to conditions on the market in relation to the situation in the country where the member of the executive management permanently resides. In the case of dismissal, salary and severance pay may not all in all exceed a pre-determined period, such as 12 to 24 months' pay. The disclosure pertaining to the performance objectives for the bonus arrangement--although not complete--is at par with market standards in Sweden. Nevertheless, we would prefer to see further details about the criteria used to measure company results and the levels of these criteria. We consider, however, the overall remuneration policy to be satisfactory despite these shortcomings. The company has reasonable overall levels of remuneration, and it has imposed reasonable caps on the short-term bonus payments (approximately 50 percent of fixed salary). As we consider the overall structure of the proposed remuneration policy to be shareholder friendly, we recommend a vote in favor of the proposal. 18A Approve Incentive Plan for Key Employees For For Mgmt Through Issuance of up to 399,999 Stock Options and Warrants 18B Approve Issuance of up to 133,333 Warrants For For Mgmt for Incentive Plan (Item 18A) 18C Approve Issuance of up to 266,666 Stock For For Mgmt Options for Incentive Plan (Item 18A) 19 Authorization to Raise Customary Credit For Against Mgmt Facilities Where Payable Interest or the Amounts with Which the Loan Shall be Repaid Are Conditional Upon the Company's Results or Financial Position We strongly believe that publicly listed companies should disclose financial information as well as details on proposals well in advance of the meeting. Without such disclosure, shareholders cannot make informed decisions on whether agenda items are routine or non-routine and therefore whether they should incur expenses in order to attend the meeting or arrange to be represented at the meeting. We recommend that shareholders contact the company's investor relations department directly and express their desire to receive details of proposals well in advance of the meeting. Because of a lack of information, shareholders are advised to vote against this item. 20 Close Meeting None None Mgmt 04/25/06 - A Morgan Sindall plc G81560107 None 19,633 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of 18.0 Pence Per For For Mgmt Ordinary Share 3 Re-elect Paul Smith as Director For For Mgmt 4 Re-elect Jack Lovell as Director For For Mgmt On this occasion, because the Company has only recently joined the FTSE 250, we recommend that shareholders support his re-election. However, we expect the Company to address the Board balance issue by seeking to recruit an additional independent NED, in order to bring the Board in line with the recommendations of the Combined Code. 5 Approve Remuneration Report For Against Mgmt After careful consideration, we have not been persuaded that this explanation is sufficient to justify the high value of this discretionary bonus, which is in addition to a full bonus under the established annual bonus scheme. Consequently, we are recommending that shareholders vote against the remuneration report. During our discussion, the Company also told us that, although it did not anticipate needing to do so, should the Committee wish to make a special one-off award in the future, it would consult with major shareholders prior to finalising its decision. 6 Reappoint Deloitte & Touche LLP as Auditors For For Mgmt of the Company 7 Authorise Board to Fix Remuneration of For For Mgmt Auditors 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 705,482 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 105,822 10 Amend Articles of Association Re: For For Mgmt Indemnification 06/27/06 - A NABTESCO CORP. *6268* J4707Q100 03/31/06 51,619 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 5, Final JY 7, Special JY 0 The payout ratio is 19 percent based on consolidated earnings, or 21 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize Public For For Mgmt Announcements in Electronic Format - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Non-executive Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. The company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. The company also seeks the authority to impose limits on the legal liability of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 9 are insiders. Except candidates 5 and 9, all executive nominees are incumbent directors seeking reappointment. Candidate 10 has been designated as an outside director and new to the board. ISS considers him to be an affiliated outsider, as he is an executive officer of Kobe Steel, the company's largest shareholder. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 4 Approve Retirement Bonuses for Directors For For Mgmt The company has disclosed the aggregate retirement bonus amounts to the two retiring directors: JY 14 million. Because the retiring directors have held executive positions with the company, we see no reason to oppose the resolution. 5 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors The ceiling would be raised from JY 15 million per month (or JY 180 million annually) to JY 300 million per year. The ceiling was last adjusted in 2003. This change is being requested because annual bonuses are now part of the ceiling. The new ceiling is not excessive, and the company has been profitable, we have no reason to oppose this resolution. 06/29/06 - A Nihon Denpa Kogyo Co. Ltd. *6779* J26819102 03/31/06 9,700 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 8, Final JY 8, Special JY 0 The payout ratio is 10 percent based on consolidated earnings, or 25 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. The income allocation does not include bonuses to directors or statutory auditors. 2 Amend Articles to: Limit Liability of For Against Mgmt Directors, Statutory Auditors and Audit Firm - Authorize Public Announcements in Electronic Format - Limit Rights of Odd-lot Holders The company seeks the authority to impose limits on the legal liability of directors and internal auditors, and of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, would not oppose this amendment by itself. However, the company also seeks to limit the liability of its external audit firm in the event of a shareholder lawsuit. We believe this may have a negative impact on the quality of the audit function, and we recommend that shareholders oppose this resolution. 3 Appoint Alternate Internal Statutory Auditor For For Mgmt The nominee for independent auditor passes our test for independence. He is a former executive of Mitsubishi Electric. 4 Approve Payment of Annual Bonuses to For For Mgmt Directors and Statutory Auditors Nihon Denpa Kogyo is proposing aggregate bonus payments of JY 79.8 million to the 14 directors, and JY 5.2 million to the 4 statutory auditors. In light of the company's performance, we have no reason to oppose this resolution. 5 Approve Retirement Bonus for Director For For Mgmt The retiring director is an insider, and we have no reason to oppose this resolution. 06/29/06 - A Nihon Koden Corp. *6849* J50538115 03/31/06 14,674 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 13, Final JY 13, Special JY 0 The payout ratio is 20 percent based on either parent-only or consolidated earnings. 2 Amend Articles to: Increase Number of For For Mgmt Internal Auditors - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Directors and Statutory Auditors The company seeks the authority to impose limits on the legal liability of directors and statutory auditors, and of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. We do not oppose this amendment by itself. The company is proposing to increase the number of statutory auditors from 4 to 5, in order to strengthen the audit process. We have no reason to oppose this resolution. 3 Approve Retirement Bonus for Director For For Mgmt The retiring director is an insider, and we have no reason to oppose this resolution. 06/27/06 - A Nippon Metal Industry Co. Ltd. *5479* J54795117 03/31/06 114,801 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 2.5, Final JY 2.5, Special JY 0 The payout ratio is approximately 24 percent based on consolidated earnings, or 26 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. The income allocation does not include bonuses to directors or statutory auditors. 2 Amend Articles to: Limit Rights of Odd-lot For Against Mgmt Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Non-Executive Statutory Auditors and Audit Firm The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. The company also wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. In addition, the company seeks the authority to impose limits on the legal liability of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. However, the company seeks to limit the liability of its external audit firm in the event of a shareholder lawsuit. We believe this may have a negative impact on the quality of the audit function, and we recommend that shareholders oppose the whole resolution. 3 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors and Statutory Auditors The ceilings would be raised from JY 20 million per month (JY 240 million per year) to JY 310 million per year for directors, and from JY 6 million per month (JY 72 million per year) to JY 82 million per year for auditors. The ceilings were last adjusted in 2004 for directors and statutory auditors. After this meeting, the number of directors will be 10 and that of auditors will be 4. These changes are being requested because of increases in the cost of living since the ceiling was last raised. Because the new ceilings are not especially high, and because the company has been profitable, we see no reason to oppose this resolution. 06/28/06 - A Nippon Seiki Co. *7287* J55483101 03/31/06 12,725 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 7, Final JY 4, Special JY 8 The payout ratio is 6 percent based on consolidated earnings, or 18 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law The company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote and to prohibit the submission of shareholder proposals related to these subjects. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 18 are insiders. Candidate 17 and 18 are executives who are new to the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 3.11 Elect Director --- For 3.12 Elect Director --- For 3.13 Elect Director --- For 3.14 Elect Director --- For 3.15 Elect Director --- For 3.16 Elect Director --- For 3.17 Elect Director --- For 3.18 Elect Director --- For 4 Approve Retirement Bonuses for Directors For For Mgmt The retiring directors are both insiders, and we have no reason to oppose this resolution. 5 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors The company seeks the adjustment to aggregate compensation ceiling for directors because annual bonuses are now part of the ceiling. Because the new ceiling is not especially high, we see no reason to oppose this resolution. 6 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Statutory Auditors The company seeks the adjustment to the aggregate compensation ceiling for statutory auditors, because annual bonuses are now part of the ceiling. Because the new ceiling is not especially high, we see no reason to oppose this resolution. 06/29/06 - A Nippon Shinyaku Co. Ltd. *4516* J55784102 03/31/06 6,000 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 5, Final JY 5, Special JY 0 The payout ratio is 44 percent based on consolidated earnings, or 47 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Limit Rights of Odd-lot For For Mgmt Holders - Update Terminology to Match that of New Corporate Law These changes are routine. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 7 are all insiders and candidates 1 to 5 are being reappointed to the board. Candidates 6, 7 are executives who are new to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 4 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors The ceilings would be raised for directors, because of the number of directors and internal auditors are increasing, and because annual bonuses are now part of the ceiling. Because the new ceilings are not especially high, we see no reason to oppose this resolution. 5 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Statutory Auditors The ceilings would be raised for statutory auditors, because of the number of directors and internal auditors are increasing, and because annual bonuses are now part of the ceiling. Because the new ceilings are not especially high, we see no reason to oppose this resolution. 06/28/06 - A Nissan Diesel Motor Co. Ltd. *7210* J57074106 03/31/06 28,450 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 3, Special JY 0 The payout ratio is 3 percent based on either parent-only or consolidated earnings, which is on the low side by Japanese standards. However, the company returned to profitability in the 2004-05 fiscal year after several years of losses, and we therefore do not object to the retention of cash at this time. The income allocation does not include bonuses to directors or statutory auditors. 2 Approve Reduction in Legal Reserves For For Mgmt Nissan Diesel Motor seeks to reduce its capital reserves from JY 30.92 billion to JY 5.92 billion, effective August 1. The funds will be transferred to a surplus account, from which they can be used for the repurchase of preferred shares proposed in item 3. The number of shares on issue will not change as a direct result of this move. Because we support the preferred share buyback, we have no reason to oppose this accounting transfer. 3 Authorize Preferred Share Repurchase Program For For Mgmt As noted above, Nissan Diesel Motor seeks to repurchase up to 37.495 million preferred shares, of two classes, for a total aggregate amount of up to JY 30 billion. This resolution would not authorize the buyback of ordinary shares. If this resolution is approved, the board's authority for the buyback would last until the company's next AGM. The shares in question would be bought back from Nissan Diesel's creditor banks: Mizuho Corporate Bank, Resona Bank, and Mizuho Trust Bank, which acquired the shares pursuant to debt-equity swaps in December 2003. By buying back and canceling these shares, the company can prevent their conversion into ordinary shares, and reduce the burden of dividend payments on the shares. This move also signals to the market that the company is secure enough regarding its current financial condition that it can use funds for this purpose. Because we believe that the repurchase of preferred shares will ultimately benefit ordinary shareholders, we do not oppose this resolution. 4 Amend Articles to: Limit Directors' Legal For For Mgmt Liability - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. These changes are routine. Next, the company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. The company also seeks the authority to impose limits on the legal liability of directors and internal auditors, and of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 5 Elect Directors For For Mgmt 5.1 Elect Director --- For Candidates 1 to 7 and 9 are insiders. Candidate 8 is an executive vice president of largest shareholder AB Volvo, but has not been classified as an outside director. Candidates 8 and 9 are new appointees to the board. Following this meeting, there will be no outsiders on the board. 5.2 Elect Director --- For 5.3 Elect Director --- For 5.4 Elect Director --- For 5.5 Elect Director --- For 5.6 Elect Director --- For 5.7 Elect Director --- For 5.8 Elect Director --- For 5.9 Elect Director --- For 6 Approve Retirement Bonus for Director For For Mgmt The retiring director is an insider, and we have no reason to oppose this resolution. 06/29/06 - A Nissha Printing Co. Ltd. *7915* J57547101 03/31/06 12,492 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 12, Final JY 22, Special JY 0 The payout ratio is 17 percent based on consolidated earnings, or 20 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Limit Rights of Odd-lot For For Mgmt Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Non-Executive Statutory Auditors The company seeks the authority to impose limits on the legal liability of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Appoint Alternate Internal Statutory Auditor For For Mgmt The nominee for independent auditor, an accountant in private practice, passes our test for independence. 4 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors Ceiling is to be raised from JY 300 million per year to JY 390 million per year, because of increases in the cost of living since the ceiling was last raised, and because annual bonuses are now part of the ceiling. After this meeting, the number of directors will be 14. The new ceiling is not inordinately high, and the company has been profitable. We see no reason to oppose this resolution. 06/28/06 - A NISSHIN OILLIO GROUP LTD (formerly J57719122 03/31/06 56,676 Nisshin Oil Mills Ltd.) *2602* 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 3.5, Final JY 4, Special JY 0 The payout ratio is 18 percent based on consolidated earnings, or 32 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Limit Rights of Odd-lot For For Mgmt Holders - Update Terminology to Match that of New Corporate Law The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. The company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. We have no reason to oppose this resolution. 3 Elect Director For For Mgmt The candidate has been designated as an outside director. ISS considers him to be an affiliated outsider, as he is an executive of the company's second largest sharholder, Marubeni Corporation, with a 15 percent stake in the company. 4 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor -- a former long-time employee of the company's largest shareholder, Mitsubishi Corporate, with a 16.63 percent stake in the company -- cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 5 Approve Retirement Bonuses for Directors For Against Mgmt and Statutory Auditor One of the retiring directors has been designated by the company as an outsider. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing the whole item. 6 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors and Statutory Auditors The company seeks to express the compensation ceilings for directors and statutory auditors as yearly, rather than monthly, ceilings. This will allow the company greater flexibility with respect to the timing of bonus payments, which under the new corporate law are now included in the compensation ceilings. At the same time, the ceiling for directors would be raised from JY 35 million per month (JY 420 million per year) to JY 600 million per year, while the ceiling for statutory auditors is not changing. The ceiling was last adjusted in 2004. After this meeting, the number of directors will be 17 and that of statutory auditors will be 4, assuming that the item 3 and 4 are approved respectively. This change is being requested because annual bonuses are now part of the ceiling. Because the new ceiling is not excessive, we have no reason to oppose this resolution. 06/24/06 - A Nissin Co. Ltd. *8571* J57956104 03/31/06 331,500 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 2, Final JY 1.1, Special JY 0 The payout ratio is 45 percent based on consolidated earnings, or 58 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Expand Business Lines - Change Company Name - Limit Rights of Odd-lot Holders - Update Terms to Match that of New Corporate Law - Limit Liability of Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. The company seeks to change its name,a??NISSIN CO. ,LTD into NIS GROUP CO.,LTD. The company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. The company seeks the authority to impose limits on the legal liability of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. However, the company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 10 are insiders, and candidates 3, 9 and 10 are new to the board. Candidate 11, who is also new to the board, has been designated as an outside director. He is an attorney. Following this meeting, there will be one outsider on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 3.11 Elect Director --- For 4 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors and Statutory Auditors The ceilings would be raised from JY 250 million per year to JY 500 million per year for directors, and from JY 60 million per year to JY 150 million per year for auditors. Because the company has been profitable, we see no reason to oppose this resolution. 5 Approve Stock Option Plan for Directors For For Mgmt The company proposes to grant options over up to 30 million shares per year to its directors. This plan features premium pricing to be determined by the board within a range of 10 percent to 100 percent and maximum dilution resulting from this plan and the company's previous option plans of 2.8 percent. The exercise period begins about one month after the grant date. We have no reason to oppose this resolution. 6 Approve Retirement Bonus for Director For For Mgmt The retiring director is an insider, and we have no reason to oppose this resolution. 06/16/06 - A Nissin Kogyo *7230* J58074105 03/31/06 6,493 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 30, Final JY 30, Special JY 0 The company's payout ratio is approximately 14 percent based on consolidated earnings, or 26 percent based on parent-only earnings. The payout ratio based on consolidated earnings is on the low side by Japanese standards. However, the company has posted strong growth in sales and profits in recent years. Accordingly, we do not object to the retention of cash at this stage of the company's development. 2 Approve Payment of Annual Bonuses to For For Mgmt Directors and Statutory Auditors The company proposes to pay annual bonuses of JY 68.6 million ($0.6 million) for nine directors and four statutory auditors. Because the company has posted strong growth in sales and profits in recent years, we see no reason to oppose this resolution. 3 Amend Articles to: Increase Authorized For For Mgmt Capital The proposed increase in authorized capital of 25 percent, which would leave the company with 44 percent of the new authorization on issue, meets ISS guidelines for authorized capital increases. Accordingly, we recommend that shareholders vote for this resolution. 4 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Authorize Public Announcements in Electronic Format - Limit Rights of Odd-Lot Holders - Update Terminology to Match that of New Corporate Law Because allowing the company to determine income allocation solely at the board's discretion is not in shareholders' interest, we recommend that shareholders oppose the whole resolution. 5 Elect Directors For For Mgmt 5.1 Elect Director --- For Assuming that all nominees are elected, the board after the meeting will be composed entirely of 15 executives of the company. Nominees 4, 5, 8, and 11-15 are new to the board, while the remaining candidates are incumbent directors seeking reappointment. 5.2 Elect Director --- For 5.3 Elect Director --- For 5.4 Elect Director --- For 5.5 Elect Director --- For 5.6 Elect Director --- For 5.7 Elect Director --- For 5.8 Elect Director --- For 5.9 Elect Director --- For 5.10 Elect Director --- For 5.11 Elect Director --- For 5.12 Elect Director --- For 5.13 Elect Director --- For 5.14 Elect Director --- For 5.15 Elect Director --- For 6 Approve Retirement Bonuses for Directors For For Mgmt Both retirement bonus recipients have held executive positions with the company. Accordingly, we see no reason to oppose this resolution. 06/29/06 - A NOF Corp. *4403* J58934100 03/31/06 90,020 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 3, Final JY 6, Special JY 0 The payout ratio is 27 percent. 2 Amend Articles to: Set Maximum Board Size - For For Mgmt Reduce Directors Term in Office - Limit Rights of Odd-lot Holders The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes as follows. The company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. The company is also setting the maximum number of directors on the board at 12, in connection with the introduction of an executive officer system, in order to strengthen the management structure by speeding up the decision-making process. The company would still have four vacant seats on the board following this meeting. Accordingly, we do not oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 8 are all insiders and candidates 2, 5 and 6 are executives who are new to the board. After the meeting, there will be no outside directors on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 4 Appoint Internal Statutory Auditor For For Mgmt The candidate is not designated by the company as independent, and we have no reason to oppose his nomination. 5 Appoint Alternate Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor -- an employee of one of the company's largest shareholders with a 4.3 percent stake -- cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 6 Appoint External Auditors For For Mgmt The company seeks to appoint Shin-Nihon & Co. as its external audit firm in place of ChuoAoyama Audit Corp., which was recently penalized by Japanese authorities for the role of its auditors in accounting fraud at Kanebo Ltd. 7 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors This change (an increase from JY 26 million per month to JY 360 million per year) is being requested due to the abolition of the retirement bonus system. The new ceiling is not inordinately high, and the company has been profitable. We see no reason to oppose this resolution. 05/12/06 - A Nomura Co. Ltd. *9716* J58988106 02/15/06 12,189 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 5, Final JY 5, Special JY 0 2 Amend Articles to: Limit Outside Statutory For For Mgmt Auditors' Legal Liability - Limit Rights of Odd-Lot Holders - Authorize Public Announcements in Electronic Format 3 Appoint Internal Statutory Auditor For For Mgmt 4 Approve Retirement Bonus for Statutory For Against Mgmt Auditor As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we recommend that shareholders oppose this resolution. 5 Approve Adjustment to Aggregate For For Mgmt Compensation Ceilings for Directors and Amend Language of Aggregate Statutory Auditor Compensation Ceiling from Monthly to Yearly Payment 04/21/06 - A NORDISK SOLAR COMPAGNI AS K71891160 None 373 1 Receive and Approve Financial Statements For For Mgmt and Statutory Reports 2 Approve Allocation of Income For For Mgmt 3a Approve Merger Agreement Nordisk Solar For For Mgmt Compagni A/S and Solar Holding with the Latter as Continuing Entity In the fall of 2005, Nordisk Solar Compagni appointed a task force to analyze possibilities and recommend models in relation to the future ownership and company structure. The current group structure with the two listed companies Solar Holding A/S and Aktieselskabet Nordisk Solar Compagni is historically founded and there has been a request for a simplification of the company and share structure for some time. One recommendation of the task force was a merger of Solar Holding A/S and Nordisk Solar Compagni. On March 8, 2006, Solar Holding A/S owned 33 percent of the share capital and controlled 60.3 percent of the votes in Nordisk Solar Compagni. Payment for shares in Aktieselskabet Nordisk Solar Compagni has been fixed at one B share in Solar Holding A/S and a cash amount of DKK 24.73 ($3.9). As the Solar Holding share is trading at DKK 550 ($87.3) the total offer price is DKK 574.73 ($91.23). The offer presents a premium of 39 percent to the 60 days-average closing price of DKK 412.8 ($65.5) for the company's share, prior to the first announcement of a possible merger (Sept. 30). The offer presents a premium of 32 percent to the closing price of DKK 436 (69.2) for the company's share, one day prior to the announcement date. The offer presents a premium of 16 percent to the average closing price of DKK 494 (78.4) for the company's share, from the announcement date to the date of this analysis. The market reaction to the deal 60 days prior to the first announcement of a possible merger was up 10.2 percent versus OMX CB index: up 5.2 percent for the same time period. The market reaction to the deal one day prior to the announcement was down 3.7 percent versus OMX CB index: up 0.07 percent. The market reaction to the deal from the announcement to the date of analysis was up 26 percent versus OMX CB index: up 14 percent. The simplified company and share structure will reduce the administrative costs and is expected to create increased share liquidity due to the focus of trade on only one listed share class compared to the current three. Based on the strategic rationale, premium analysis, and the positive market reaction following the merger announcement, we recommend a vote in favor. 3b Authorize Board or Chairman of Meeting to For For Mgmt Make Editorial Changes to Adopted Resolutions in Connection with Registration 4 Elect Jens Borum, Peter Flakenham, Niels For For Mgmt Olav Johannesson, Niels Borum, Remy Cramer, and Carsten Oerssleff as Directors 5 Ratify Auditors For For Mgmt 6 Other Business (Non-Voting) None Abstain Mgmt 05/03/06 - A Northgate Minerals Corporation *NGX.* 666416102 03/06/06 42,092 1 Elect Directors For For Mgmt 2 Ratify KPMG LLP as Auditors For For Mgmt 3 Authorize Board to Fix Remuneration of For For Mgmt Auditors 4 Other Business For Against Mgmt As we can not know the content of the issues to be raised under this item, we do not recommend shareholders approve this request. 06/27/06 - A Oita Bank Ltd. *8392* J60256104 03/31/06 17,154 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 2.5, Final JY 3.5, Special JY 0 Payout ratio is approximately 11 percent. 2 Amend Articles to: Limit Rights of Odd-lot For For Mgmt Holders - Update Terminology to Match that of New Corporate Law The company seeks to update the terminology of its articles to match that of the new Corporate Law. These changes are routine. The company also wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. We have no reason to oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 3 are all insiders. Candidate 1 is being reappointed to the board, while Candidates 2 and 3 are new to the board. Following this meeting, there will be no outside directors on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 4 Appoint Internal Statutory Auditor For For Mgmt The nominee is not designated by the company as independent, and we have no reason to oppose his nomination. 5 Approve Retirement Bonuses for Directors For For Mgmt and Statutory Auditor All retirees have held executive positions with the company. Accordingly, we have no reason to oppose this resolution. 06/13/06 - A Okinawa Cellular Telephone *9436* J60805108 03/31/06 59 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 2000, Final JY 2500, Special JY 0 The proposed payout ratio is 20 percent. 2 Amend Articles to: Update Terminology to For For Mgmt Match that of New Corporate Law The proposed amendments are routine ones, and we do not oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For None of the directors has been designated as an outsider, although several appear to hold no executive positions at Okinawa Cellular. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 4.1 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the first nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. He is the president of Okinawa Electric Power, which is among the top ten shareholders of Okinawa Cellular. 4.2 Appoint Internal Statutory Auditor For For Mgmt The second nominee for independent auditor, the president of Orion Beer Co., meets our criteria for independence. 06/29/06 - A Okinawa Electric Power Co. Inc. *9511* J60815107 03/31/06 3,872 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 30, Final JY 30, Special JY 0 Payout ratio is approximately 11 percent. 2 Amend Articles to: Authorize Public For For Mgmt Announcements in Electronic Format - Update Terminology to Match that of New Corporate Law - Limit Rights of Odd-Lot Holders The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. The company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. 3 Approve Special Payments to Continuing For Against Mgmt Directors and Statutory Auditors in Connection with Abolition of Retirement Bonus System One of the continuing directors has been designated by the company as outside director. Moreover, two of the continuing auditors have been designated by the company as independent. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing the whole item.a?? 4 Approve Adjustment to Aggregate For For Mgmt Compensation Ceilings for Directors and Statutory Auditors The ceilings would be raised from JY 190 million per year to JY 310 million per year for directors, and from JY 45 million per year to JY 55 million per year for auditors. The ceilings were last adjusted in 1993 for directors and internal auditors. After this meeting, the number of directors will be 14 and that of auditors will be 4. These changes are being requested because of increases in the cost of living since the ceiling was last raised and due to the abolition of the retirement bonus system. Because the new ceilings are not especially high, and because the company has been profitable, we see no reason to oppose this resolution. 06/29/06 - A Okuma Holdings Inc. (formerly Okuma J60966116 03/31/06 39,146 Corp.) *6103* 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 10 Special JY 2 2 Amend Articles to: Amend Business Lines - For For Mgmt Decrease Maximum Board Size - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Non-Executive Directors and Statutory Auditors The company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. Also, the company is decreasing the maximum number of directors on the board from 21 to 15 in order to strengthen the management structure by speeding up the decision-making process. The company would still have 3 vacant seats on the board following this meeting. Furthermore, the company seeks the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Elect Directors For For Mgmt 4.1 Appoint Internal Statutory Auditor For For Mgmt He meets ISS criteria for independence. 4.2 Appoint Internal Statutory Auditor For For Mgmt He meets ISS criteria for independence. 4.3 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the third nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. The nominee is an honorary advisor of one of the company's largest shareholders, Mitsubishi UFJ Financial Group, Inc. with a 4.7 percent stake in the company, and has been serving the company since 2004. 4.4 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the fourth nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. The nominee is an advisor of one of the company's largest shareholders, Nippon Life Insurance Company, with a 8.9 percent stake in the company, and has been serving since 2003. 4.5 Appoint Alternate Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for alternate independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. He is a partner of the company's external audit firm. 5 Approve Retirement Bonuses for Directors For For Mgmt and Statutory Auditors All retirees have held executive positions with the company. Accordingly, we have no reason to oppose this resolution. 06/23/06 - A Onoken Co., Ltd. *7414* J61525101 03/31/06 2,193 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 15, Final JY 20, Special JY 0 The payout ratio is 27 percent based on consolidated earnings, or 30 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Limit Rights of Odd-lot For For Mgmt Holders - Update Terminology to Match that of New Corporate Law The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. The company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. 03/31/06 - A OPTION NV B6396L100 None 8,398 1 Receive Directors' Reports on the Financial None Mgmt Year Ended Dec. 31, 2005 2 Receive Auditors' Reports on the Financial None Mgmt Year Ended Dec. 31, 2005 3 Receive Consolidated Financial Statements None Mgmt and Statutory Reports on the Financial Year Ended Dec. 31, 2005(Non-Voting) 4 Approve Financial Statements and Allocation For Mgmt of Income 5 Approve Discharge of Directors For Mgmt 6 Approve Discharge of Auditors For Mgmt 7 Elect Lawrence M. Levy and Jan Loeber as For Mgmt Directors 8 Approve Remuneration of Directors by For Mgmt Increasing the Amount per Director to EUR 37,500 Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/19/06 - S OPTION NV B6396L100 None 610 1 Receival of Special Report of Board of None Mgmt Directors on Authorized Capital 2 Approval of Authorized Capital, including For Mgmt Possibility to Use during a Takeover 3 Authorize Repurchase and Sell of Up to Ten For Mgmt Percent of Issued Share Capital 4 Authorize Company Subsidiary to Purchase For Mgmt and Sell Shares in Parent 5 Authorize Board to Repurchase Shares in the For Mgmt Event of a Public Tender Offer or Share Exchange Offer 6 Amend Articles Board-Related For Mgmt 7 Approve Stock Split For Mgmt 8 Amend Articles For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 11/03/05 - S Orco Property Group F68711104 None 1,730 1 Elect Directors For Mgmt 2 Amend Articles of Association Re: For Mgmt Distribution of Dividends 3 Other Business (Voting) For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/19/06 - A Oriflame Cosmetics S.A. L7272A100 05/09/06 28,740 Meeting for Holders of Swedish Depository Receipts Annual Meeting Agenda 1 Elect Kevin Kenny as Chairman for AGM and For Mgmt EGM 2 Approve Reports of the Board of Directors For Mgmt and of the Auditor Relating to the Accounts of the Company as at Dec. 31, 2005 3 Approve Balance Sheet and Profit and Loss For Mgmt Statement and Approve the Consolidated Accounts as at Dec. 31, 2005 4 Approve Allocation of Results For Mgmt 5 Approve Discharge of Directors and Auditors For Mgmt 6a1 Elect Robert af Jochnick as Director For Mgmt 6a2 Elect Jonas af Jochnick as Director For Mgmt 6a3 Elect Christian Salamon as Director For Mgmt 6a4 Elect Lennart Bjork as Director For Mgmt 6a5 Elect Bodil Eriksson as Director For Mgmt 6a6 Elect Kim Wahl as Director For Mgmt 6a7 Elect Helle Kruse Nielsen as Director For Mgmt 6a8 Elect Magnus Brannstrom as Director For Mgmt 6b Ratify Marc Hoydonckx as Independent Auditor For Mgmt 6c Appoint Robert af Jochnick as Chairman For Mgmt 7 Approve Establishment of Nominating For Mgmt Committee and Approve Procedure for Appointment of Nominating Committee Members 8 Approve Remuneration of Directors For Mgmt 9 Approve Principles of Remuneration to For Mgmt Members of the Executive Committee and Other Senior Executives 10 Approve Dividends of EUR 0.90 Per Share to For Mgmt be Paid Out of the Profits of the Financial Year Ended Dec. 31, 2002 Special Meeting Agenda 11 Approve Issuance of Redemption Rights; For Mgmt Amend Articles to Authorize Board to Proceed with the Cancellation of the Shares Redeemed 12 Amend Articles Re: Unclaimed Dividends For Mgmt 13 Transact Other Business (Voting) For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/29/06 - A/S ORPEA F69036105 None 1,158 Ordinary Business 1 Approve Financial Statements and Statutory For Mgmt Reports 2 Approve Allocation of Income For Mgmt 3 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 4 Approve Discharge of Directors For Mgmt 5 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 6 Elect Yves LeMasne as Director For Mgmt 7 Ratify Deloitte as Auditor For Mgmt 8 Approve Directors' Attendance Fee at EUR For Mgmt 50,000 9 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital Special Business 10 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 30 Million 11 Authorize Capitalization of Reserves of Up For Mgmt to EUR 5 Million for Bonus Issue or Increase in Par Value 12 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 30 Million 13 Authorize Board to Increase Capital in the For Mgmt Event of Additional Demand Relating to Delegation Submitted to Shareholder Vote Above 14 Allow Board to Issue Shares in the Event of For Mgmt a Public Tender Offer or Share Exchange Offer 15 Approve/Amend Employee Savings-Related For Mgmt Share Purchase Plan 16 Authorize Issuance of up to 90,000 Shares For Mgmt for Use in Restricted Stock Plan 17 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares 18 Authorize Board to Set Issue Price for 10 For Mgmt Percent of Issued Capital Pursuant to Issue Authority without Preemptive Rights 19 Authorize Capital Increase of up to 10 For Mgmt Percent of Issued Capital for Future Acquisitions 20 Authorize Filling of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/29/06 - A Osaka Steel Co., Ltd. *5449* J62772108 03/31/06 9,920 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 10, Final JY 8, Special JY 0 The payout ratio is 8 percent based on consolidated earnings, or 10 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. The income allocation does not include bonuses to directors or statutory auditors. 2 Approve Payment of Annual Bonuses to For For Mgmt Directors The company is proposing aggregate bonus payments of JY 40 million to the 9 directors. In light of the company's performance, we have no reason to oppose this resolution. 3 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law The important change would give the company to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote and to prohibit the submission of shareholder proposals related to these subjects. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 4 Elect Directors For For Mgmt 4.1 Elect Director --- For Candidates 1 to 9 are all insiders and are being reappointed to the board. Following this meeting, there will be no outsiders on the board. 4.2 Elect Director --- For 4.3 Elect Director --- For 4.4 Elect Director --- For 4.5 Elect Director --- For 4.6 Elect Director --- For 4.7 Elect Director --- For 4.8 Elect Director --- For 4.9 Elect Director --- For 5.1 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor -- a current executive of parent company Nippon Steel -- cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 5.2 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor -- another executive of Nippon Steel -- cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 6 Appoint Alternate Internal Statutory Auditor For For Mgmt The nominee is not designated by the company as independent, and we have no reason to oppose his nomination. 7.1 Appoint External Auditors For For Mgmt First, the company seeks to appoint KPMG Azsa & Co. Osaka Steel's current audit firm, ChuoAoyama, faces a business suspension from July 1 through August 31 over the involvement of its auditors in accounting fraud at Kanebo Ltd. Osaka Steel proposes to reappoint ChuoAoyama after the suspension ends, to promote continuity, but it appears that Azsa will audit the books alongside ChuoAoyama. We have no reason to oppose the appointment of KPMG Azsa & Co. 7.2 Appoint External Auditors For For Mgmt In the second part of this resolution, Osaka Steel seeks approval to reappoint ChuoAoyama once the suspension period ends, apparently to serve alongside KPMG Azsa. Osaka Steel argues that this will guarantee continuity in the audit process. Although ISS has been opposing the appointment of ChuoAoyama as a company's sole external auditor, in this case we do not oppose this resolution 8 Approve Retirement Bonuses for Statutory For Against Mgmt Auditors One of the retiring auditors has been designated by the company as independent. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing the whole item. 05/25/06 - A Pal Co. Ltd *2726* J63535108 02/28/06 1,967 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 30, Special JY 0 The proposed payout ratio is 13 percent based on parent-company earnings, or 9 percent based on consolidated EPS. By law, funds available for dividends in Japan are based on parent-company earnings only. This is low even by Japanese standards. However, the company went public less than five years ago, and is still growing very rapidly. We do not object to the retention of cash at this stage of the company's development. 2 Amend Articles to: Increase Authorized For Against Mgmt Capital - Reduce Directors' Term in Office - Limit Legal Liability of Directors, Statutory Auditors and Audit Firm - Authorize Public Announcements in Electronic Format Because we do not believe it is in shareholders' interest to limit the liability of the external audit firm, and because an increase in authorized capital which would leave the company with only 25.7 percent of the new authorization on issue does not meet ISS guidelines for authorized capital increases, we recommend that shareholders vote against this resolution. (The proposal would increase authorized capital from 24 million to 36 million shares.) 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Terms of office for the 12 incumbent directors expire at the close of this meeting, and 10 are reappointed here. None of the directors is an outsider. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 4 Appoint Internal Statutory Auditor For For Mgmt The nominee is not designated as independent. However, the company's three other statutory auditors are so designated. 5 Approve Retirement Bonuses for Directors For For Mgmt The two retiring directors are both insiders. 04/26/06 - S Pan Fish ASA R69595107 None 649,905 1 Open Meeting None None Mgmt 2 Present List of Shareholders None None Mgmt 3 Elect Chairman of Meeting For For Mgmt 4 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 5 Approve Notice of Meeting and Agenda For For Mgmt 6 Approve Issuance of 136.7 Million Shares to For For Mgmt Carnegie ASA in Exchange for Shares in Fjord Seafood ASA in Connection with Acquisition of Fjord Seafood ASA Conclusion: Based on our analysis in valuation, rationale, and corporate governance, we recommend that shareholders vote for this acquisition. 7 Approve Issuance of 269.5 Million Shares to For For Mgmt Carnegie ASA in Exchange for Cash in Connection with Acquisition of Fjord Seafood ASA 8 Approve Creation of NOK 162.5 Million Pool For For Mgmt of Capital (Shareholders Who Did Not Participate in Private Placement Will be Given Allotment Priority) 05/30/06 - A Pan Fish ASA R69595107 None 649,905 1 Elect Chairman of Meeting; Designate For For Mgmt Inspector or Shareholder Representative(s) of Minutes of Meeting 2 Approve Notice of Meeting and Agenda For For Mgmt 3 Approve Financial Statements and Statutory For For Mgmt Reports 4 Approve Remuneration of Directors For For Mgmt 5 Approve Remuneration of Auditors For For Mgmt 6 Elect Directors For Against Mgmt ISS strongly believes that publicly listed companies should disclose details on proposals at least 30 days prior to the meeting. When this information is not available well in advance of the meeting, investors are not left with sufficient time to evaluate the candidates and, in the case of shareholders who will not be present at the meeting themselves, to submit voting instructions via a custodian bank. Most large Norwegian companies disclose at least the names of any nominees to the board in the meeting notice. We recommend that shareholders contact Pan Fish's investor relations department directly and express their desire to receive details of proposals to the AGM in advance of the meeting. Because the names of the nominees were not available at the time this analysis was written, which does not allow shareholders to make an informed decision, shareholders are advised to vote against this item. 7 Authorize Repurchase of Up to Ten Percent For For Mgmt of Issued Share Capital 8 Approve Stock Option Plan for Key For Against Mgmt Employees; Approve Creation of NOK 19.6 Million Pool of Capital to Guarantee Conversion Rights We believe that broad ownership by key personnel is a valuable way of focusing executive attention on the performance of the company and its share price. Under this plan, however, the board would be able to issue options at a discount. We oppose discounted options on the grounds that these amount to a cash bonus to employees at shareholder expense. We prefer at least market or better premium priced options to focus attention on share price improvement. Due to the issuance of options at a discount, we recommend a vote against this item. Shareholder Proposals 9 Shareholder Proposal: Instruct Board to None Against ShrHoldr Undertake Necessary Steps to Ensure that (a) Company Farms Fish in a Manner that Will Prevent Spreading of Disease and Escaping Fish and (b) Fodder Used in Production Originates From Sustainable Fisheries Conclusion The shareholder raises a concern with respect to the maintenance of safe and environmentally proper salmon production techniques that is of great importance to the company's business. It appears, however, that the company has adequately addressed the safety and environmental concerns that are presented in this proposal. Therefore, we recommend a vote against this item. 06/05/06 - A Peak Energy Services Trust 70468C101 04/17/06 10,315 Meeting For Unitholders and Exchangeable Shareholders 1 Fix Number of Directors at Five For For Mgmt 2 Elect Directors Christopher E. Haslam, For For Mgmt Frederick A. Moore, Lloyd C. Swift, Richard A. Grafton and Curtis W. Whitteron 3 Approve KPMG LLP as Auditors and Authorize For For Mgmt Board to Fix Remuneration of Auditors 04/28/06 - A Pendragon PLC G6986L101 None 31,695 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt We are not raising any concers with the remuneration package, given the proposed replacement of the ESOS. 3 Approve Final Dividend of 6.6 Pence Per For For Mgmt Share 4 Re-elect Sir Nigel Rudd as Director For For Mgmt 5 Re-elect John Holt as Director For For Mgmt 6 Re-elect Martin Casha as Director For For Mgmt 7 Re-elect William Rhodes as Director For For Mgmt 8 Re-elect Neil Hannah as Director For For Mgmt 9 Elect David Joyce as Director For For Mgmt 10 Elect Malcolm Le May as Director For For Mgmt 11 Reappoint KPMG Audit Plc as Auditors and For For Mgmt Authorise the Board to Determine Their Remuneration 12 Authorise 13,120,172 Ordinary Shares for For For Mgmt Market Purchase 13 Approve Increase in Remuneration of For For Mgmt Non-Executive Directors to GBP 400,000 14 Approve Pendragon Long-Term Incentive Plan For For Mgmt 2006 The proposed LTIP will replace the Company's existing executive share option schemes. The Remuneration Committee is keen to ensure that the new LTIP achieves the following objectives: (i) that it reflects current market and best practice; (ii) that a significant proportion of total remuneration for the most senior executives should be performance related; and (iii) that the LTIP be made subject to performance conditions that the Remuneration Committee considers provide an appropriate link between management performance and reward. The overall plan meets current good practice regarding dilution limits and vesting for good leavers and corporate events, including a change-in-control. However, our feedback to the Company during the consultation exercise expressed concern that the same EPS growth performance conditions will be applied for both awards for performance shares and matching shares. In response, the Company has told us that the Remuneration Committee considers the situation appropriate because: (i) there are relatively few direct competitors to Pendragon and therefore choosing a TSR peer group would be problematic; (ii) EPS is the most common internal performance measure used in the market by companies of a similar size to Pendragon; (iii) The EPS performance condition, requiring EPS growth of between RPI+4% - RPI+10% p.a. is considered stretching at this time, representing a good result for shareholders and management; and (iv) the EPS performance condition has been, following consultation with shareholder, underpin with the requirement for Pendragon TSR to the above FTSE 350 index for any vesting to occur. The Remuneration Committee intends to set a range of tailored performance measures such as cash flow and sales value for grants in 2007, when the current state of flux, caused by the potential acquisition of Lookers/Reg Vardy should have been concluded. We do not believe this warrants a vote against the proposal to the plan, but we expect the Remuneration Committee to review its performance conditions in future and ensure that share awards are suitably challenging. 04/28/06 - S Pendragon PLC G6986L101 None 31,695 1 Approve Acquisition of Lookers plc For For Mgmt Conclusion We recommend support for this acquisition as the Enlarged Group will benefit from its increased size, and the range of services and the terms of the offer is expected to increase shareholder value for Pendragon. We note that Pendragon has received irrevocable undertakings to accept the offer from Schroder Investment Management Ltd. in respect of 3,016,261 Lookers shares and from Morley Fund Management Limited in respect of 1,470,198 Lookers shares, representing in aggregate approximately 12.5% of the existing issued share capital of Lookers. Ultimately, we feel that the overall proposal is an investment decision, which is best left for shareholders to evaluate in respect of their individual investment strategy. We note that the directors of Pendragon have received financial advice from Citigroup. 2 Approve Increase in Authorised Capital from For For Mgmt GBP 40,000,000 to GBP 55,000,000 We do not consider this to be contentious. 3 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 10,373,823.50 04/20/06 - A Persimmon plc G70202109 None 54,327 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of 19 Pence Per Share For For Mgmt 3 Re-elect John White as Director For For Mgmt The re-election of CEO John White as Executive Chairman is the most significant corporate governance issue for consideration at the 2006 AGM. At the 2005 AGM, the Company announced that 'Non-executive' Chairman Duncan Davidson would retire from the Board at the 2006 AGM and become Life President and that CEO John White would be appointed Chairman in April 2006. Such an appointment does not meet the Combined Code's recommendation that a Board Chairman should be independent at the time of his appointment. The Board explained that this succession was being proposed due to John White's outstanding track record and because it considered that the Company and its shareholders would benefit from his continuing involvement with the Group. The Company added that his appointment was being made following consultation with a number of its larger shareholders, which were reported to be supportive of the succession proposal. Details of the selection process pursued by the Nomination Committee are given in the 2006 Annual Report (see Board Commentary section for details). This reveals that the Committee considered that the continuity of strong management within the Company was an absolute priority and that it considered but rejected an external appointment, particularly in view of the strength of management within the Company. Although no reference was made to his planned status in the initial disclosures provided by the Company, we had anticipated that John White would cease to have an executive role when his appointment as Chairman took effect. However, in the circular for the EGM in January 2006, at which shareholder approval for the acquisition of Westbury plc was obtained, the Company revealed that he would participate in the new Executive Synergy Incentive Plan that was introduced in conjunction with the Westbury's acquisition and so will continue as an executive of the Company after he becomes Chairman. The Company has given no clear indication if, or when, his executive role might cease. We have engaged with the Company further on this matter and understand that John White is seen to have the qualities required of a Board Chairman, including expertise in establishing the current devolved group management structures. The Board is aware of a possible issue of concentration of power and considers that one of its responsibilities will be to ensure that the roles of Chairman and CEO remain properly separated. The Company considers that the period during which Duncan Davidson was an Executive Chairman was successful. However, the independence of the Board has been improved recently and now meets the Code's board balance criteria. In addition, we note that the Senior Independent Director is clearly independent, which we consider to be of particular importance if a company has an executive chairman. We consider that, if the Company believes that John White's executive participation in the business is critical to its success, he should have remained as CEO or in some other executive role, rather than being appointed as Executive Chairman. We consider the appointment of a CEO as an Executive Chairman to be a significant divergence from the corporate governance expectations of a FTSE company and especially one that is now in the FTSE 100. Furthermore, we take the view that this approach demonstrates that the Company has adopted an unsatisfactory approach to the succession planning of key board roles. The Combined Code considers that an independent chairman fulfils a vital role in providing oversight of the management and ensuring adequate safeguards in board decision-making. In such circumstances we consider that it would not be unreasonable to recommend that shareholders vote against the re-election of John White to the Board as an Executive Chairman. However, given that John White's executive abilities are considered by the Board to be critical for the success of the business, we are concerned that his removal from the Board at this stage in the absorption of the Westbury business could seriously undermine shareholder value in the short term. For this reason, we are recommending that shareholders support his re-election on this occasion. Despite this apparent support, we retain strong reservations about important aspects of corporate governance at the Company, in particular succession planning and remuneration arrangements. Following pressure from leading institutional shareholders, the Company has accelerated the schedule for reviewing remuneration and we would welcome the opportunity to participate in any consultations that may form part of the review. We have also drawn attention to the presence of a NED who we no longer consider to be independent (who until recently chaired the Remuneration Committee) who sits on the Audit Committee, although this Committee should be wholly independent. 4 Re-elect Hamish Melville as Director For For Mgmt 5 Re-elect David Thompson as Director For For Mgmt 6 Elect Adam Applegarth as Director For For Mgmt 7 Elect Nicholas Wrigley as Director For For Mgmt 8 Reappoint KPMG Audit Plc as Auditors and For For Mgmt Authorise the Board to Determine Their Remuneration 9 Approve Remuneration Report For For Mgmt 10 Authorise 29,510,022 Ordinary Shares for For For Mgmt Market Purchase 05/19/06 - A Petrofac Ltd G7052T101 None 17,592 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of USD 0.0187 Per For For Mgmt Share 3 Approve Remuneration Report For For Mgmt Given the reasonable potential dilution under equity based awards, the presence of performance criteria, and the 12 month notice periods, shareholder support for this item is recommended. 4 Re-elect Ayman Asfari as Director For For Mgmt 5 Re-elect Keith Roberts as Director For For Mgmt 6 Re-elect Maroun Semaan as Director For For Mgmt 7 Reappoint Ernst & Young LLP as Auditors of For For Mgmt the Company 8 Authorise Board to Fix Remuneration of For For Mgmt Auditors 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to 17,257,996 Ordinary Shares 06/14/06 - A Petroleum Geo-Services Asa R69628114 None 6,271 1 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 2 Approve Financial Statements and Statutory For For Mgmt Reports 3 Approve Remuneration of Auditors in the For For Mgmt Amount of NOK 7.9 Million for 2005 4 Reelect Jens Ulltveit-Moe (Chairman), For For Mgmt Francis Gugen, Harald Norvik, and Anthony Tripodo as Directors; Elect Wenche Kjoelaas, Siri Hatlen, and Holly van Deursen as New Directors 5.1 Approve Remuneration of Directors and For For Mgmt Members of Nominating Committee for 2005 5.2 Approve Guidelines for Director For For Mgmt Remuneration for the Period June 15, 2006 Until June 30, 2007 6 Approve Changes Made to Mandate and Charter For For Mgmt of Nominating Committee 7 Approve Creation of NOK 48 Million Pool of For For Mgmt Capital without Preemptive Rights 8 Approve Stock Option Plan for Key For For Mgmt Employees; Approve Creation of NOK 6 Million Pool of Capital to Guarantee Conversion Rights 9.1 Amend Articles Re: Removal of Article For For Mgmt Concerning U.S. Bankruptcy Law 9.2 Change Range for Size of Board (3-13 For For Mgmt Members) to Allow for Inclusion of Employee Representatives on Board 9.3 Amend Articles Re: Right to Sign for For For Mgmt Company (Two Board Members Jointly or Manager and One Board Member Jointly) 9.4 Amend Articles Re: Removal of Outdated For For Mgmt Article Concerning Quorum Requirement for Certain Board-Related Issues 9.5 Amend Articles Re: Removal of Article For For Mgmt Concerning Transfer of Shares 10 Approve Agreement Between Company and Board For Against Mgmt Concerning Indemnification of All Board Members As the agreement does not specify that the directors covered under the indemnification must be acting in good faith on company business and must be found innocent of any civil or criminal charges for duties performed on behalf of the company, we must recommend a vote against the proposal. 05/31/06 - A/S Pinguely-Haulotte SA F72742103 None 25,757 Ordinary Business 1 Approve Financial Statements and Discharge For Mgmt Directors 2 Approve Allocation of Income and Dividends For Mgmt of EUR 0.13 per Share 3 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 4 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 5 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 6 Reelect Pierre Saubot as Director For Mgmt 7 Authorize Filing of Required For Mgmt Documents/Other Formalities Special Business 1 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares 2 Change Company Name to Haulotte group For Mgmt 3 Amend Articles of Association Re: Change For Mgmt Company Name 4 Amend Articles of Association Re: For Mgmt Shareholder Disclosure Threshold; Board's Attendance; Calling of the General Meeting 5 Approve Employee Savings-Related Share Against Mgmt Purchase Plan 6 Authorize Filing of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/24/06 - A Point Inc. *2685* J63944102 02/28/06 8,499 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 30, Special JY 0 The payout ratio is only 14 percent based on parent company earnings, which is on the low side by Japanese standards. However, sales and profits have grown very rapidly in the last several years. We do not object to the retention of cash at this stage of the company's development. 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Reduce Directors Term in Office - Limit Legal Liability of Statutory Auditors and Audit Firm - Limit Rights of Odd-Lot Holders Because allowing the company to determine income allocation solely at the board's discretion and limiting the liability of the outside audit firm are not in shareholders' interest, we recommend that shareholders oppose the whole resolution. 3 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors to Include Provisions for Incentive Compensation Point seeks to add language to the aggregate compensation ceiling allowing it to make incentive payments to the directors, on top of their fixed compensation, provided the company achieves stated goals for sales revenues and net profits under a mid-term management plan which runs through 2008-09. The upper limit on these payments would be 3.5 percent of net profits in the 2008-09 fiscal year. Because the sales and profit targets represent substantial growth over current levels, we feel that this plan is likely to contribute to shareholder value, and we recommend support for this resolution. 4 Approve Incentive Stock Option Plan for For For Mgmt Directors This resolution, which is contingent upon shareholder approval of Item 3, would allow the company to make incentive payments to the directors in the form of stock options, rather than in cash. Once again, these awards are contingent upon the achievement of stated goals for sales and net profits. The maximum number of shares which could be awarded would be 30,000, or a fraction of one percent of issued capital. These 30,000 shares would be divided among Point's eight directors. The exercise price would be set at market price at the time of the grant, but the options will only be exercisable if the company has reached its targets of sales revenues of JY 76 billion and net profits of JY 7.5 billion by the 2008-09 fiscal year. This is one of the first option plans in Japan to include explicit performance hurdles, and we recommend that shareholders support this resolution. 5 Approve Executive Stock Option Plan For For Mgmt Participation in this plan is open only to executive officers of Point and directors of its subsidiaries, and not to directors of Point itself. Maximum potential dilution is a fraction of one percent, and the exercise period runs from April 15--May 29, 2009. Once again, the exercise price is set at market price at the time of the grants, but exercise of the options is contingent upon the achievement of specified targets for sales and net profits. We recommend support for this resolution. 05/19/06 - A Prime Success International Group Ltd G7243A102 05/15/06 387,778 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend For For Mgmt 3a Reelect Chen Ying-Chieh as an Executive For For Mgmt Director 3b Reelect Chen Hsien Min as an Executive For For Mgmt Director 3c Authorize Board To Fix Remuneration of For For Mgmt Directors 4 Reappoint PricewaterhouseCoopers as For For Mgmt Auditors and Authorize Board to Fix Their Remuneration 5a Authorize Repurchase of Up to 10 Percent of For For Mgmt Issued Share Capital 5b Approve Issuance of Equity or Equity-Linked For Against Mgmt Securities without Preemptive Rights As the share issuance amount is subject to abuse by Hong Kong companies, in the absence of language restricting both discounts and the authority to refresh the share issuance amounts without prior shareholder approval, a vote against is recommended. 5c Authorize Reissuance of Repurchased Shares For For Mgmt 6 Amend Articles Re: Appointment and For For Mgmt Retirement by Rotation of Directors 05/31/06 - A/S PROVIMI F6574X104 None 2,937 Ordinary Business 1 Approve Financial Statements and Statutory For Mgmt Reports 2 Accept Consolidated Financial Statements, For Mgmt Statutory Reports, and Discharge of Directors 3 Approve Allocation of Income and Dividends For Mgmt of EUR 0.35 per Share 4 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 5 Ratify the Election of Provimlux CVC SA as For Mgmt Director 6 Elect Yves Rene Nanot as Director For Mgmt 7 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital Special Business 8 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares 9 Approve Stock Option Plans Grants For Mgmt 10 Approve Employee Savings-Related Share For Mgmt Purchase Plan 11 Amend Articles of Association Re: Set For Mgmt Articles in Conformity With Decree 2004-604 12 Amend Articles Re: Attend Board Meetings by For Mgmt Way of Videoconference and of Telecommunication 13 Amend Articles of Association Re: For Mgmt Shareholding Disclosure Threshold 14 Authorize Filing of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/07/06 - A/S Publicis Groupe F7607Z165 None 36,747 Ordinary Business 1 Approve Financial Statements and Statutory For Mgmt Reports 2 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 3 Approve Allocation of Income and Dividends For Mgmt of EUR 0.36 per Share 4 Approve Discharge of Management Board For Mgmt 5 Approve Discharge of Supervisory Board For Mgmt 6 Approve Remuneration of Directors in the For Mgmt Aggregate Amount of EUR 600,000 7 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 8 Reelect Elisabeth Badinter as Supervisory For Mgmt Board Member 9 Reelect Henri-Calixte Suaudeau as For Mgmt Supervisory Board Member 10 Elect Leone Meyer as Supervisory Board For Mgmt Member 11 Ratify cooptation of Michel Halperin as For Mgmt Supervisory Board Member 12 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital Special Business 13 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares 14 Approve Employee Savings-Related Share For Mgmt Purchase Plan 15 Approve Reduction in Share Ownership For Mgmt Disclosure Threshold 16 Amend Articles of Association Re: General For Mgmt Matters 17 Amend Articles of Association Re: For Mgmt Non-Routine 18 Amend Articles of Association Re: General For Mgmt Matters 19 Authorize Filing of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/06/06 - A RAMIRENT OYJ X01741101 03/27/06 5,129 Matters Pertaining to the AGM as Stated in the Company's Articles of Association (Items 1.1-1.9) 1.1 Receive Financial Statements and Statutory None Mgmt Reports 1.2 Receive Auditor's Report None Mgmt 1.3 Accept Financial Statements and Statutory For Mgmt Reports 1.4 Approve Allocation of Income and Dividends For Mgmt of EUR 0.60 Per Share 1.5 Approve Discharge of Board and President For Mgmt 1.6 Approve Remuneration of Directors For Mgmt 1.7 Fix Number of Directors at 6; Fix Number of For Mgmt Auditors 1 Elect Directors For Mgmt 1.9 Reelct KPMG Oy Ab as Auditor For Mgmt 2.1 Authorize Repurchase of Up to Five Percent For Mgmt of Issued Share Capital 2.2 Authorize Reissuance of Repurchased Shares For Mgmt 2.3 Approve Creation of EUR 576,711 Pool of For Mgmt Conditional Capital without Preemptive Rights Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/06/06 - A Recordati Industria Chimica e T78458139 03/31/06 41,889 Farmaceutica Spa Annual Meeting Agenda 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares 3 Descisions Inherent to Article 2364, For Mgmt Paragraph 2, of the Italian Civil Code (i.e. Election of Directors and/or Auditors, and/or Remuneration of Directors and Auditors) 4 Approve 2006-2009 Stock Option Plan For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/25/06 - A Red Electrica de Espana E42807102 None 14,431 1 Accept Individual Financial Statements and For For Mgmt Statutory Reports for Fiscal Year Ended 12-31-05 2 Accept Consolidated Financial Statements For For Mgmt and Statutory Reports for Fiscal Year Ended 12-31-05 3 Approve Allocation of Income and Dividends For For Mgmt for Fiscal Year Ended 12-31-05 4 Approve Discharge of Directors For For Mgmt 5 Elect Directors For For Mgmt 6.1 Approve Merged Balance Sheet Closing For For Mgmt 12-31-05 6.2 Approve Merger by Absorption of Red de Alta For For Mgmt Tension, S.A. and Infraestructuras de Alta Tension, S.A. 6.3 Approve Modification to Company's Capital For For Mgmt as a Result of the Merger 6.4 Approve Fiscal Consolidation of the Tax For For Mgmt Regime 7 Amend Articles 12 and 13 of the Company's For For Mgmt By-Laws Re: Types of General Meetings; Notice of General Meeting 8 Amend Articles 4 and 5 of General Meeting For For Mgmt Guidelines Re: Types of General Meetings; Notice of General Meeting 9 Approve Auditors For For Mgmt 10.1 Authorize Repurchase of Shares For For Mgmt 10.2 Approve Use of Repurchased Shares for For For Mgmt Executive and Director Remuneration 10.3 Revoke Previous Authority to Repurchase For For Mgmt Shares Granted at 5-25-05 Shareholder Meeting 11 Authorize Issuance of Convertible Bonds or For For Mgmt Other Debt Instruments 12 Authorize Board to Ratify and Execute For For Mgmt Approved Resolutions 13 Present and Inform Re: 2005 Corporate For For Mgmt Govrenance Report 06/01/06 - A RHI AG (Fm. Radex Heraklith A65231101 None 14,951 Industriebeteiligungs AG) 1 Receive Financial Statements and Statutory None Mgmt Reports 2 Approve Allocation of Income For Mgmt 3 Approve Discharge of Management and For Mgmt Supervisory Board 4 Approve Remuneration of Supervisory Board For Mgmt Members 5 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital for Issuance to Board Members and Key Employees 6 Adopt New Articles of Association For Mgmt 7 Elect Supervisory Board Members For Mgmt 8 Ratify Auditors For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/06/06 - A Rio Narcea Gold Mines, Ltd. *RNG* 766909105 05/05/06 41,461 1 Elect Directors For For Mgmt 2 Ratify Ernst & Young LLP as Auditors For For Mgmt 3 Other Business For Against Mgmt As we can not know the content of the issues to be raised under this item, we do not recommend shareholders approve this request. 05/05/06 - A Risanamento SPA (Formerly Risanamento T7923G102 05/03/06 41,615 Napoli) Annual Meeting Agenda 1 Accept Financial Statements, Consolidated For Mgmt Financial Statements, and Statutory Reports at Dec. 31, 2005 2 Fix Number of Directors on the Board; Elect For Mgmt Directors and Chairman of the Board; Determine Directors' Term and Remuneration Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/05/06 - A Robert Walters G7608T118 None 37,402 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 2.35 Pence Per For For Mgmt Ordinary Share 4 Re-elect Timothy Barker as Director For For Mgmt 5 Re-elect Robert Walters as Director For For Mgmt 6 Re-elect Ian Nash as Director For For Mgmt 7 Reappoint Deloitte & Touche LLP as Auditors For For Mgmt and Authorise the Board to Determine Their Remuneration 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 7,274,273 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 848,569 10 Approve Reduction of GBP 20,000,000 from For For Mgmt the Amount Standing to the Credit of the Share Premium Account 11 Authorise 12,270,053 Ordinary Shares for For For Mgmt Market Purchase 06/30/06 - S Robert Walters G7608T118 None 37,402 1 Approve Robert Walters Executive Share For Against Mgmt Option Plan 2006 2 Amend Robert Walters Performance Share Plan For Against Mgmt 3 Approve the Grant of a One-Off Option to For Against Mgmt Robert Walters 4 Approve the Grant of a One-Off Option to For Against Mgmt Giles Daubeney 06/27/06 - A Rohto Pharmaceutical Co. Ltd. *4527* J65371106 03/31/06 44,979 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 10, Final JY 5, Special JY 0 Payout ratio is approximately 37 percent. 2 Amend Articles to: Require Supermajority For Against Mgmt Vote to Remove Director - Authorize Board to Determine Income Allocation -Limit Rights of Odd-lot Holders - Limit Liability of Non-Executive Directors, Statutory Auditors and Audit Firm The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. First, the company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. Second, the company seeks the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. However, the company seeks to limit the liability of its external audit firm in the event of a shareholder lawsuit. We believe this may have a negative impact on the quality of the audit function, and we recommend that shareholders oppose this resolution. In addition, the company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote and to prohibit the submission of shareholder proposals related to these subjects. We do not believe this is in shareholders' interest, and we therefore oppose this change. Finally, the company seeks to specify that removing a director will require a two-thirds majority vote, rather than the simple majority which is the default threshold under the new Corporate Law. Because we do not believe it is in shareholders' interest to increase the percentage of votes required to remove a director from office, we recommend that shareholders vote against the whole resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 9 are all insiders. Candidates 1 to 7 and 9 are being reappointed to the board, while Candidate 8 is the only new appointee. Following this meeting, there will be no outside directors on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 4 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors The ceiling would be raised from JY 300 million per year to JY 400 million per year. The ceiling was last adjusted in 2000. This change is being requested because the number of directors is increasing from 8 to 9, and because annual bonuses are now part of the ceiling. Because the new ceiling is not excessive, and because the comapny has been profitable, we have no reason to oppose this resolution. 04/04/06 - A Royal Ten Cate NV (frmly Koninklijke N5066Q107 None 2,145 Ten Cate NV) 1 Open Meeting None Mgmt 2 Receive Announcements None Mgmt 3 Receive Report of Management Board None Mgmt 4a Approve Financial Statements and Statutory For Mgmt Reports 4b Approve Dividend of EUR 2.40 per Share For Mgmt 5 Approve Stock Option Plan Grants for For Mgmt Management Board Members 6a Approve Discharge of Management Board For Mgmt 6b Approve Discharge of Supervisory Board For Mgmt 7a Announce Vacancy on Supervisory Board None Mgmt 7b Opportunity to Make Recommendations For Mgmt 7c Receive Recommendations of Supervisory None Mgmt Board to Reelect P. Deiters 7d Reelect P. Deiters to Supervisory Board For Mgmt 8 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 9a Grant Board Authority to Issue Shares Up To For Mgmt Ten Percent of Issued Capital Plus Additional Ten Percent in Case of Takeover/Merger 9b Authorize Board to Exclude Preemptive For Mgmt Rights from Issuance Under Item 9a. 10 Amend Articles Re: Approve Share Split; For Mgmt Cancel Cumulative Preference Shares A and B; Approve Dematerialization of Shares 11 Allow Questions None Mgmt 12 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/27/06 - A Royal Unibrew A/S (Formerly K1171Y104 None 2,265 Bryggerigruppen AS) 1 Receive Report of Board None None Mgmt 2 Approve Financial Statements and Discharge For For Mgmt Directors 3 Approve Allocation of Income and Dividends For For Mgmt of DKK 10 per Share 4a Approve DKK 1.9 Million Nominal Reduction For For Mgmt in Share Capital via Share Cancellation 4b Approve Creation of DKK 7 Million Pool of For Against Mgmt Capital without Preemptive Rights Whereof 1 Million Can be Issued to Employees Although the dilution from the request is minimal, its approval would allow for the issuance of up to 100,000 shares to employees at a discount up to 51 percent. This is a clearly excessive provision that would grant employees a cash bonus at shareholder expense. For the Danish market, ISS generally approves broad-based, employee-directed share purchase plans with discounts up to 20 percent. Therefore, although the main portion of the issuance request complies with our guidelines, shareholders are advised to vote against the proposal. 4c1 Amend Articles Re: Remove All Second Names For For Mgmt from Articles of Association; Add Second Names to the Subsidiary Cerekem International A/S 4c2 Amend Articles Re: Change Location of For For Mgmt Registered Office to Faxe Municipality 4c3 Amend Articles Re: Change Name and Address For For Mgmt of Company Registrar 4c4 Amend Articles Re: Remove Obsolete For For Mgmt Provision Regarding Issuance of Shares Through Danish Share Registry (vaerdipapircentralen) 4c5 Amend Articles Re: Specification Regarding For For Mgmt which Shareholders Receive Written Notice Of Meeting 4c6 Amend Articles Re: Editorial Change For For Mgmt 4c7 Amend Articles Re: Editorial Change For For Mgmt 4c8 Amend Articles Re: Remove Quorum For Against Mgmt Requirements to Adopt Changes to the Articles of Association ISS recommends a vote against this Item as we believe that quorum requirements serve the purpose of ensuring shareholder representation in company decisions. 4c9 Amend Articles Re: Establish Term of Board For For Mgmt of Directors (One Year) 4c10 Amend Articles Re: Reduce Quorum For Against Mgmt Requirements for Board from 2/3 to 1/2 The proposal to lower the quorum requirements for the board of directors to one-half is considered to be too low. The board should normally never be reduced to half its members unless there are severe attendance problems. We therefore propose a vote against this item. 4d Authorize Repurchase of Up to Ten Percent For For Mgmt of Issued Share Capital 4e Authorize Chairman of Meeting to Make For For Mgmt Editorial Changes to Adopted Resolutions in Connection with Registration 5 Reelect Erik Hoejsholt and Hemming Van as For For Mgmt Directors 6 Reappoint Ernst & Young and For For Mgmt PriceWaterhouseCoopers as Auditors 7 Other Business (Non-Voting) None None Mgmt 06/29/06 - A Ryobi Ltd. *5851* J65629164 03/31/06 31,302 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 10, Special JY 0 The payout ratio is 19 percent based on consolidated earnings, or 25 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Limit Directors' Legal For For Mgmt Liability - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Statutory Auditors The company seeks the authority to impose limits on the legal liability of directors and internal auditors, and of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 4 are all insiders. Candidate 5 is an outside director candidate and new to the board. Following this meeting, there will be 1 outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For Candidate 5 has been designated as an outside director. ISS considers him to be an independent outsider, as he was a official of Development Bank of Japan, which is not engaged in a business relationship with the company. 4 Appoint Internal Statutory Auditor For For Mgmt The nominee is designated by the company as independent, he is a former executive of Mitsubishi Corp. which has no business relation to the company, and we have no reason to oppose his nomination. 5 Appoint Alternate Internal Statutory Auditor For For Mgmt The nominee is designated by the company as independent, he is a former president of Nihon National Sei-kan which has no business relation to the company, and we have no reason to oppose his nomination. 6 Approve Retirement Bonuses for Directors For Against Mgmt and Special Payments to Continuing Directors and Statutory Auditors in Connection with Abolition of Retirement Bonus System The retiring auditor and one of the continuing auditors have been designated by the company as independent. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing the whole item. 7 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Statutory Auditors The ceiling was last adjusted in 1985 for statutory auditors. This change is being requested because of increases in the cost of living since the ceiling was last raised and because annual bonuses are now part of the ceiling. Because the new ceiling are not especially high, and because the company has been profitable, we see no reason to oppose this resolution. 06/21/06 - A RYOWA LIFE CREATE *8896* J6578U102 03/31/06 12,425 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 18, Special JY 0 The payout ratio is 19 percent based on consolidated earnings, or 20 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Limit Directors' Legal For Against Mgmt Liability - Update Terminology to Match that of New Corporate Law - Limit Liability of Statutory Auditors - Limit Liability of Audit Firm The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes as follows. First, the company seeks the authority to impose limits on the legal liability of directors and statutory auditors, and of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. In the case of Ryowa Life Create, whose then-president was arrested last month on charges of falsifying building registration information, indemnification for outsiders could play an important role in drawing qualified individuals independent of the management. Accordingly, we would not oppose this amendment by itself. However, the company also seeks to limit the liability of its external audit firm in the event of a shareholder lawsuit. We believe this may have a negative impact on the quality of the audit function, and we must recommend that shareholders oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 4 are all insiders. After this meeting, the board will be composed of four executives and two non-executives. The nominees do not include the former president, Mr. Nishioka. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For Candidate 5 has been designated by the company as an outside director. He is the president of an architectural firm. 3.6 Elect Director --- For Candidate 5 has been designated by the company as an outside director. He is a long-time employee of Tokyu Corp. and currently is a senior advisor to Ryowa Life Create. 4 Appoint Internal Statutory Auditor For For Mgmt The nominee for independent auditor, an attorney, passes our test for independence. This is his first appointment as a statutory auditor. 5 Appoint External Audit Firm For For Mgmt The company seeks to appoint Kojimachi Audit Corp. as its external audit firm in place of Shin-Nihon & Co., whose term is set to expire at the close of this meeting. We note that the outgoing auditors submitted a qualified report for the year under review stating that depending on the outcome of an investigation by authorities in the arrest of the former president, there is possibility that the incident could have a significant impact on the company's financial standing on a consolidated basis. The switch in audit firms, from one of Japan's "Big 4" to a firm with only 23 employees and 121 client companies, following a qualified audit report, certainly raises red flags. However, opposing the appointment of Kojimachi will not cause Shin-Nihon to resume its role, and will merely force Ryowa to find another audit firm. There is also an argument to be made in favor of switching to an audit firm that has no relationship with the disgraced former president. Accordingly, we do not oppose this resolution, but we urge shareholders to engage in a dialogue with management to clarify the circumstances behind the change in audit firms. 06/29/06 - A Sakata Inx Corp. *4633* J66661125 03/31/06 9,937 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 5, Final JY 5, Special JY 0 2 Amend Articles to: Limit Rights of Odd-lot For For Mgmt Holders - Update Terminology to Match that of New Corporate Law The proposed changes are routine, and we have no reason to oppose this resolution. 06/08/06 - A Salzgitter AG (Preussag Stahl AG) D80900109 05/18/06 13,445 1 Receive Financial Statements and Statutory None Mgmt Reports for Fiscal 2005 2 Approve Allocation of Income and an For Mgmt Ordinary Dividends of EUR 0.50 and a Special Dividens of EUR 0.50 per Share 3 Approve Discharge of Management Board for For Mgmt Fiscal 2005 4 Approve Discharge of Supervisory Board for For Mgmt Fiscal 2005 5 Ratify PricewaterhouseCoopers For Mgmt Aktiengesellschaft as Auditors for Fiscal 2006 6 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/27/06 - A San-in Godo Bank Ltd. *8381* J67220103 03/31/06 12,369 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 3.5, Final JY 3.5, Special JY 0 The payout ratio is 12 percent based on consolidated earnings, or 13 percent based on parent-only earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. The ratio is slightly higher than last year's, but still low by Japanese standards. We will consider recommending a vote against income allocation in the future if the ratio does not improve. 2 Amend Articles to: Limit Rights of Odd-lot For For Mgmt Holders - Update Terminology to Match that of New Corporate Law The bank seeks to update the terminology of its articles to match that of the new Corporate Law. Nearly all Japanese companies are making these changes in 2006. The changes are routine ones, and we have no reason to oppose this resolution. The bank also wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 8 and 10-13 are all insiders seeking reappointment and candidates 14-16 are executives who are new to the board, while candidate 9 has been designated as an outside director. ISS considers him to be an affiliated outsider, as he is the president of a company which borrows funds from the bank. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 3.11 Elect Director --- For 3.12 Elect Director --- For 3.13 Elect Director --- For 3.14 Elect Director --- For 3.15 Elect Director --- For 3.16 Elect Director --- For 4 Appoint Alternate Internal Statutory Auditor For For Mgmt The nominee for independent auditor, an attorney in private practice, passes our test for independence. 5 Approve Special Bonus for Family of For For Mgmt Deceased Director and Retirement Bonuses for Directors The retiring directors held executive positions, and we not oppose this resolution. 06/29/06 - A Sato Shoji Corp. *8065* J69757102 03/31/06 6,257 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 30, Special JY 0 The payout ratio is 19 percent based on consolidated earnings, or 21 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Increase Maximum Board For For Mgmt Size - Limit Rights of Odd-lot Holders - Limit Liability of Directors and Statutory Auditors The company is proposing to set the number of maximum board size at 15. The company seeks the authority to impose limits on the legal liability of directors and internal auditors, and of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For None of the nominees has been designated by the company as an outside director. Candidate 6 is new to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 4 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. ISS considers him to be an affiliated outsider, as he is a current statutory auditor and a former executive officer of Resona Trust & Banking Co., Ltd., which is a group company of Resona Bank, Ltd., the company's main bank and 6th largest shareholder. 5 Approve Retirement Bonus for Director For For Mgmt The retiring director is an insider, and we have no reason to oppose this resolution. 05/10/06 - A Savills PLC G78283101 None 23,316 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of 16 Pence Per For For Mgmt Ordinary Share 3 (a) Re-elect Aubrey Adams as Director For For Mgmt 3 (b) Re-elect William Concannon as Director For For Mgmt 3 (c) Re-elect Timothy Ingram as Director For For Mgmt 3 (d) Re-elect Derek McClain as Director For For Mgmt 3 (e) Re-elect Robert McKellar as Director For For Mgmt 3 (f) Re-elect Fields Wicker-Miurin as Director For For Mgmt 4 Reappoint PricewaterhouseCoopers LLP as For For Mgmt Auditors of the Company 5 Authorise Board to Fix Remuneration of For For Mgmt Auditors 6 Approve Remuneration Report For For Mgmt 7 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 1,109,953 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 166,492 9 Authorise 6,659,719 Ordinary Shares for For For Mgmt Market Purchase 10 Adopt New Articles of Association For For Mgmt 11 Approve Share Sub-Division of each of the For For Mgmt Company's Issued and Unissued Ordinary Shares of 5 Pence Each to Two New Ordinary Shares of 2.5 Pence Each; Amend Articles of Association Re: Share Capital 12 Subject to the Passing of Item 11, Increase For For Mgmt the Authority for Share Repurchase from 6,659,719 Ordinary Shares to 13,319,438 Ordinary Shares as a Reference to a Par Value of 2 1/2 Pence 06/29/06 - A Sekisui Jushi Corp. *4212* J70789110 03/31/06 6,991 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 6, Final JY 6, Special JY 3 The payout ratio is 24 percent based on consolidated earnings, or 28 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Non-Executive Directors and Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. First, the company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. Next, the company seeks the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. Hoowever, the company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Except candidate 5, candidates are all insiders. And candidate 1 to 9 are all reappointed to the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For Candidate 5 has been designated as an outside director. ISS considers him to be an affiliated outsider, as he is the president of one of the company's business partner. 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 4 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor -- a statutory auditor of the largest shareholder of the company -- cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 5 Approve Retirement Bonuses for Director and For Against Mgmt Statutory Auditor The retiring director is an insider, while the retiring auditor has been designated by the company as independent. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing the whole item. 04/28/06 - A Senior Plc (frm. Senior Engineering G8031U102 None 61,967 Group plc) 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 1.35 Pence Per For For Mgmt Share 4 Re-elect Mark Rollins as Director For For Mgmt 5 Re-elect Michael Sheppard as Director For For Mgmt 6 Elect Ian Much as Director For For Mgmt 7 Reappoint Deloitte & Touche LLP as Auditors For For Mgmt and Authorise the Board to Determine Their Remuneration 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 10,800,000 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 1,620,000 10 Authorise 32,400,000 Ordinary Shares for For For Mgmt Market Purchase 06/15/06 - A Severfield-Rowen Plc (frm. Severfield G80568101 None 10,120 Reeve) 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of 24.50 Pence Per For For Mgmt Ordinary Share 3 Approve Remuneration Report For For Mgmt 4 Re-elect Peter Levine as Director For For Mgmt 5 Re-elect Peter Emerson as Director For For Mgmt 6 Re-elect Peter Ellison as Director For For Mgmt 7 Re-elect John Featherstone as Director For For Mgmt 8 Reappoint Deloitte & Touche LLP as Auditors For For Mgmt and Authorise the Board to Determine Their Remuneration 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 673,265 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 102,010 11 Authorise 2,040,197 Ordinary Shares for For For Mgmt Market Purchase 03/20/06 - A SGS Societe Generale de Surveillance H7484G106 None 767 Holding SA 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Approve Discharge of Board and Senior For Mgmt Management 3 Approve Allocation of Income and Dividends For Mgmt of CHF 31 per Share 4 Reelect Tiberto Brandolini, August von For Mgmt Finck, Francois von Finck, Pascal Lebard, and Sergio Marchionne; Elect Shelby du Pasquier and Hans-Peter Keitel as Directors 5 Ratify Deloitte SA as Auditors For Mgmt 6 Approve CHF 148.6 Million Reduction in For Mgmt Share Capital; Approve Capital Repayment of CHF 19 per Share Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/27/06 - A Shiga Bank Ltd. *8366* J71692107 03/31/06 21,080 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 2.5, Final JY 3, Special JY 0 Payout ratio is 15 percent. 2 Amend Articles to: Limit Rights of Odd-lot For For Mgmt Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Statutory Auditors The most significant change would give the bank the authority to impose limits on the legal liability of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. Because such limitations are seen as necessary to attract qualified outsiders to serve in these positions, we do not oppose such amendments. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For The nominees are insiders and are new to the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 4 Appoint Alternate Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. He has been the bank's outside attorney since 1994. 5 Approve Retirement Bonuses for Directors For For Mgmt The retirees are all insiders. 06/29/06 - A Shinko Electric Industries Co. Ltd. J73197105 03/31/06 4,735 *6967* 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 13, Final JY 13, Special JY 6 The payout ratio is 9 percent based on either parent-only or consolidated earnings. 2 Amend Articles to: Limit Rights of Odd-lot For For Mgmt Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Statutory Auditors The company seeks the authority to impose limits on the legal liability of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 3 are all insiders and are new to the board. None of the nominees has been designated by the company as an outside director. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 4 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor -- a current executive and long-time employee of the company with a 50 percent stake in the company -- cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 5 Approve Retirement Bonus for Director For For Mgmt The retiring director is an insider, and we have no reason to oppose this resolution. 6 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors The ceiling would be raised from JY 200 million per year to JY 250 million per year. The ceiling was last adjusted in 1996. This change is being requested because of increases in the cost of living since the ceiling was last raised and because annual bonuses are now part of ceiling. Because the new ceiling is not excessive, and in light of the growth in sales revenues and profits, we have no reason to oppose this resolution. 06/29/06 - A Shinwa Kaiun Kaisha Ltd. *9110* J74100108 03/31/06 53,371 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 3, Final JY 3, Special JY 2 The payout ratio is 23 percent based on consolidated earnings, or 24 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Limit Rights of Odd-lot For For Mgmt Holders - Update Terminology to Match that of New Corporate Law The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. The company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. We have no reason to oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 11 are all insiders and are being reappointed to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 3.11 Elect Director --- For 4 Approve Retirement Bonus for Director For For Mgmt The retiring director is an insider, and we have no reason to oppose this resolution. 04/06/06 - A Sika AG (formerly Sika Finanz AG) H7631K158 None 557 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Approve Allocation of Income and Omission For Mgmt of Dividends 3 Approve CHF 48.8 Million Reduction in Share For Mgmt Capital; Approve Capital Repayment of CHF 3.20 per Registered Share and CHF 19.20 per Bearer Share 4 Amend Articles Re: Reduce Capital Holding For Mgmt Requirement for Submitting Shareholder Proposals 5 Approve Discharge of Board and Senior For Mgmt Management 6 Elect Directors For Mgmt 6.3 Ratify Ernst & Young AG as Auditors For Mgmt 7 Transact Other Business (Non-Voting) None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/28/06 - A Sintokogio Ltd. *6339* J75562108 03/31/06 26,259 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 4.5, Final JY 5.5, Special JY 0 The payout ratio is 13 percent based on consolidated earnings, or 26 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Decrease Maximum Board For Against Mgmt Size - Reduce Directors Term - Authorize Board to Determine Income Allocation - Authorize Public Announcements in Electronic Form - Update Terminology to Match that of New Corporate Law The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. The company is also decreasing the maximum number of directors on the board from 15 to 10, in connection with the introduction of an executive officer system. The company would still have one vacant seat on the board following this meeting. In addition, the company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote and to prohibit the submission of shareholder proposals related to these subjects. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 9 are all insiders. Candidates 7 to 9 are executives who are new to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 4 Approve Adjustment to Aggregate For For Mgmt Compensation Ceilings for Directors and Statutory Auditors The ceilings would be raised from JY 15 million per month to JY 22 million per month for directors, and from JY 3.5 million per month to JY 4.5 million per year for auditors. The ceilings were last adjusted in 2004 for directors and in 1990 for statutory auditors. After this meeting, the number of directors will be 9 and that of auditors will be 4. These changes are being requested due to the abolition of the retirement bonus system. Because the new ceilings are not especially high, and because the company has been profitable, we see no reason to oppose this resolution. 06/30/06 - A SINVEST ASA R7857Q102 None 25,069 1 Open Meeting and Registration of None None Mgmt Shareholders Present 2 Elect Chairman of Meeting; Designate For For Mgmt Inspector or Shareholder Representative(s) of Minutes of Meeting 3 Approve Notice of Meeting and Agenda For For Mgmt 4 Approve Financial Statements and Statutory For For Mgmt Reports 5 Approve Remuneration of Directors For For Mgmt 6 Approve Remuneration of Auditors For For Mgmt 7 Elect Directors For Against Mgmt ISS strongly believes that publicly listed companies should disclose details on proposals at least 30 days prior to the meeting. When this information is not available well in advance of the meeting, investors are not left with sufficient time to evaluate the candidates and, in the case of shareholders who will not be present at the meeting themselves, to submit voting instructions via a custodian bank. Most large Norwegian companies disclose at least the names of any nominees to the board in the meeting notice. Because the names of the nominees were not available at the time this analysis was written, which does not allow shareholders to make an informed decision, shareholders are advised to vote against this item. 8 Approve Demerger Plan For For Mgmt 9 Approve Reduction in Share Capital and For For Mgmt Share Premium Account 10 Amend Section 1 of Articles of Association For For Mgmt 11 Amend Section 3 of Articles of Association For For Mgmt 12 Approve Stock Split For For Mgmt 06/01/06 - A Sixt AG D69899116 05/11/06 5,756 1 Receive Financial Statements and Statutory None Mgmt Reports for Fiscal 2005 2 Approve Allocation of Income and Dividends For Mgmt of EUR 0.80 per Ordinary Share and EUR 0.82 per Preference Share 3 Approve Discharge of Management Board for For Mgmt Fiscal 2005 4 Approve Discharge of Supervisory Board for For Mgmt Fiscal 2005 5 Ratify Deloitte & Touche GmbH as Auditors For Mgmt for Fiscal 2006 Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/13/06 - S Sjaelso Gruppen A/S K8868X117 06/07/06 805 1 Issue 225,909 Shares in Connection with For Against Mgmt Acquisition of Ikast Byggeindustri Based on our analysis in valuation, rationale, and corporate governance, and an overall absence of information key to the deal, we recommend that shareholders vote against this acquisition. 2 Other Business (Non-Voting) None None Mgmt 05/10/06 - A Smit Internationale N81047164 05/03/06 2,116 1 Open Meeting None Mgmt 2 Receive Report of Management Board None Mgmt 3 Approve Financial Statements and Statutory For Mgmt Reports 4 Receive Explanation on Company's Reserves None Mgmt and Dividend Policy 5 Approve Dividends of EUR 2.50 Per Share For Mgmt 6 Approve Discharge of Management Board For Mgmt 7 Approve Discharge of Supervisory Board For Mgmt 8 Approve Remuneration of Supervisory Board For Mgmt 9 Ratify KPMG Accountants N.V. as Auditors For Mgmt 10 Reelect H.C.P. Noten to Supervisory Board For Mgmt 11 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 12 Grant Board Authority to Issue Shares Up To For Mgmt 10 Percent of Issued Capital and Restricting/Excluding Preemptive Rights 13 Receive Announcements (non-voting) None Mgmt 14 Allow Questions None Mgmt 15 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 10/15/05 - S Snai Spa (Formerly Trenno Spa ) T85781101 10/13/05 17,985 Special Meeting Agenda 1 Approve Increase in Capital in the Maximum For Mgmt Nominal Amount of EUR 14.28 Million Through the Issuance of Up To 27.47 Million New Company Shares Within a Five Year Term With Preemptive Rights; Authorize the Board to Amend the Company's Bylaws Accordingly Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/20/06 - A SO-NET M3 INC. *2413* J7618C102 03/31/06 111 1 Approve Allocation of Income, with No For For Mgmt Dividends The company is not proposing a dividend, despite posting a net profit for the year. However, the company only recently went public, and has posted strong growth in sales and profits in recent years. Accordingly, we do not object to the retention of cash at this stage of the company's development. 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Expand Business Lines - Limit Liability of Non-Executive Statutory Auditors - Change Location of Head Office - Lower Quorum Requirement for Special Business The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. First, the company seeks to expand its business lines to engage in the venture business. The proposed change is somewhat related to the company's core business, and we do not oppose this amendment by itself. Next, the company seeks the authority to impose limits on the legal liability of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. The company also seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote and to prohibit the submission of shareholder proposals related to these subjects. We do not believe this is in shareholders' interest, and we therefore oppose this change. In addition, the company is close to reaching a quorum of two-thirds of issued capital with only the vote of the largest shareholder, Sony Communications Network. Because lowering the quorum requirement will remove a powerful incentive for the company to reach out to its independent shareholders, we believe that such a move is not in shareholders' interest, and we recommend that shareholders oppose the whole resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 4 are insiders, and Candidates 5 and 6 are executive officers of the company's parent, Sony Communications Network. None of the nominees has been designated as an outside dirctor. All nominees are being reappointed to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 4 Appoint Internal Statutory Auditor For For Mgmt The nominee for independent auditor, a tax accountant in private practice, passes our test for independence. 5 Approve Employee Stock Option Plan For For Mgmt This plan features maximum dilution of only 0.2 percent, and option grants made to employees of the company, and directors and employees of its subsidiaries. (Directors and statutory auditors do not participate in this plan.) The exercise period begins 2 years after the grant date. We have no reason to oppose this resolution. 04/06/06 - A Sogefi T86807103 04/04/06 14,467 Annual Meeting Agenda 1 Accept Financial Statements and Statutory For Mgmt Reports for the Fiscal Year 2005 2 Authorize Share Repurchase Program and For Mgmt Reissuance of Repurchased Shares 3 Approve Stock Option Plan for 2006 For Mgmt 4 Appoint Internal Statutory Auditors for the For Mgmt Three-Year Term 2006-2008; Approve Remuneration of Auditors Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/27/06 - A SOKEN CHEMICAL & ENGINEERING CO. LTD. J76085109 03/31/06 3,725 *4972* 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 25, Special JY 0 The payout ratio is 11 percent based on consolidated earnings, or 16 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Increase Authorized For Against Mgmt Capital - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. First, the company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. However, the company seeks to increase its authorized share capital from 24 million to 33.2 million shares, an increase of 38 percent. The company currently has 8.3 million shares outstanding, or about 35 percent of the current authorization. After the proposed increase, the company will have exactly 25 percent of its authorized capital outstanding. The company has not disclosed any information about its plans for future share issuances, and has only used boilerplate language stating that the increase in authorized capital is to "prepare for future financing." However, this increase can also be used to implement a poison pill or other takeover defense, which would not necessarily require shareholder approval. Because an increase in authorized capital which would leave the company with only 25 percent of the new authorization on issue does not meet ISS guidelines for authorized capital increases, we recommend that shareholders vote against this resolution. The company already has ample room under its current authorization ceiling to carry out legitimate share issuances for acquisitions or general financing. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 10 are all insiders. Candidates 1 to 8 are being reappointed, while Candidates 9 and 10 are new to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 4 Appoint Internal Statutory Auditor For For Mgmt The nominee for independent auditor, a former senior managing director of Toyo Ink Mfg. Co., passes our test for independence. 5 Approve Special Payments to Continuing For Against Mgmt Directors and statutory Auditors in Connection with Abolition of Retirement Bonus System One of the continuing auditors has been designated by the company as independent. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing the whole item. 6 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors and Statutory Auditors The ceilings would be raised from JY 12 million per month (JY 144 million per year) to JY 216 million per year for directors, and from JY 4 million per month (JY 48 million per year) to JY 60 million per year for auditors. The ceilings were last adjusted in 2001 for directors and internal auditors. After this meeting, the number of directors will be 10 and that of auditors will be 4. These changes are being requested because of increases in the cost of living since the ceiling was last raised and because annual bonuses are now part of the ceiling. Because the new ceilings are not especially high, and because the company has been profitable, we see no reason to oppose this resolution. 7 Approve Retirement Bonus for Director For For Mgmt The retiring director is an insider, and we have no reason to oppose this resolution. 8 Approve Retirement Bonus for Statutory For Against Mgmt Auditor The retiring auditor has been designated by the company as independent. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing this item. 05/24/06 - A SolarWorld AG D7045Y103 05/03/06 4,217 1 Receive Financial Statements and Statutory None Mgmt Reports 2 Approve Allocation of Income and Dividends For Mgmt of EUR 0.50 per Share 3 Approve Discharge of Management Board for For Mgmt Fiscal 2005 4 Approve Discharge of Supervisory Board for For Mgmt Fiscal 2005 5 Ratify BDO Deutsche Warentreuhand AG as For Mgmt Auditors for Fiscal 2006 6 Amend Articles Re: Calling of and For Mgmt Registration for Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance) 7 Amend Articles Re: Conducting of For Mgmt Shareholder Meetings due to New German Legislation (Law on Company Integrity and Modernization of the Right of Avoidance) 8 Authorize Management Board Not to Disclose For Mgmt Individualized Remuneration of its Members 9 Approve EUR 41.9 Million Capitalization of For Mgmt Reserves in order to Issue 41.9 Million Shares 10 Approve Creation of EUR 7 Million Pool of For Mgmt Capital without Preemptive Rights 11 Approve Issuance of Convertible Bonds and For Mgmt Bonds with Warrants Attached with Preemptive Rights up to Aggregate Nominal Amount of EUR 1,000 Million; Approve Creation of EUR 7 Million Pool of Capital to Guarantee Conversion Rights Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/30/06 - A/S Sopra Group (Formerly Sopra (Cons & F20906115 None 1,641 Assis Inform)) Ordinary Business 1 Approve Financial Statements and Discharge For Mgmt Directors and Supervisory Board 2 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 3 Approve Allocation of Income and Dividends For Mgmt of EUR 1.10 per Share 4 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 5 Reappoint Mazars & Guerard as Auditor and For Mgmt Appoint Jean-Louis Simon as Alternate Auditor 6 Adopt Unitary Board Structure For Mgmt 7 Approval New Articles of Association For Mgmt Accordingly 8 Elect Alain Brodelle as Director For Mgmt 9 Elect Philippe Citerne as Director For Mgmt 10 Elect Gerard Jean as Director For Mgmt 11 Elect Pierre-Andre Martel as Director For Mgmt 12 Elect Bernard Michel as Director For Mgmt 13 Elect Francois Odin as Director For Mgmt 14 Elect Pierre Pasquier as Director For Mgmt 15 Elect Herve Saint-Sauver as Director For Mgmt 16 Elect Jose Sancho Garcia as Director For Mgmt 17 Elect Gerard Vincent as Director For Mgmt 18 Approve Remuneration of Directors in the For Mgmt Aggregate Amount of EUR 30,000 for the Supervisory Board Members up to May 30, 2006 and EUR 60,000 for the Board of Directors from May 30 to Dec. 31, 2006 Special Business 19 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 10 Million 20 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 10 Million 21 Authorize Board to Set Issue Price for 10 For Mgmt Percent of Issued Capital Pursuant to Issue Authority without Preemptive Rights 22 Authorize Capital Increase of up to 10 For Mgmt Percent of Issued Capital for the Purpose of Remunerating Contributions in Kind 23 Approve Employee Savings-Related Share For Mgmt Purchase Plan Ordinary Business 24 Authorize Repurchase of Up to 50,000 Shares For Mgmt of Issued Share Capital Ordinary and Special Business 25 Authorize Filing of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/20/06 - A Spar Nord Bank(frm Spar Nord K9214W100 12/31/05 430 Bankatieselskab) 1 Elect Chairman of Meeting For For Mgmt 2 Receive Report of Board None None Mgmt 3 Approve Financial Statements and Statutory For For Mgmt Reports 4 Approve Allocation of Income and Dividends For For Mgmt of DKK 30 per Share 5 Authorize Repurchase of Up to Ten Percent For For Mgmt of Issued Share Capital Some shareholders object to corporations repurchasing shares. They prefer to see extra cash invested in new businesses or paid out as dividends. We believe that when timed correctly, corporate stock repurchases are a legitimate use of corporate funds and can add to long-term shareholder returns. For this reason, we recommend a vote in favor of the board's proposal. 6 Reelect Niels Kirketerp, Carsten Normann, For For Mgmt and Torben Fristrup as Directors 7 Reappoint Auditors For For Mgmt 8a Adjust Par Value of Common Stock from DKK For For Mgmt 100 to DKK 10 This is the proposal of the board to undertake a reverse stock split, combining each set of 10 shares into one single share. The nominal value of the share will therefore change from DKK 100 ($15.87) to DKK 10 ($1.59). Currently, the company has 5.7 million issued shares. After the reverse split, there would be 57.1 million issued shares. Typical reasons for undertaking a reverse stock split include the wish to increase the market price of the common stock to a price more suitable to brokerage houses, to decrease the amount and percentage of transaction costs paid by individuals, and to improve the company's ability to raise capital. We see no reason to oppose this proposal. 8b Extend Authorization to Create DKK 57.1 For For Mgmt Million Pool of Capital without Preemptive Rights to March 1, 2011 This is a general capital request; that is, the company is seeking the authority to issue shares for no specific purpose. Our guidelines allow for general capital increases without preemptive rights to a maximum of 20 percent of the existing outstanding share capital; this amount is generally more than adequate for unforeseen contingencies. Since the potential dilution amounts to 10 percent (after the reverse stock split in Item 8a), we recommend a vote in favor of this proposal. 8c Amend Articles Re: Increase Minimum For Against Mgmt Shareholding (20,000 Shares) Requirement Necessary to Appoint Delegates to General Meetings Spar Nord Bank has a unique method of voting at their general meetings. Once a year, shareholders (who own less than 2,000 shares) of each of the bank's districts elect an eight-member council for two-year terms, such that four members are elected each year. The election of council members takes place two weeks prior to the general meeting. One of the main responsiblities of the council is to act as shareholder representatives (or delegates) at the bank's general meetings whereby they vote on agenda items. Shareholders who own more than 2,000 shares appoint one delegate to represent and vote for them at general meetings. Shareholders themselves may attend, but they cannot vote at the meetings. As a consequence of the increase in par value in Item 8a, the bank also proposes to increase the minimum shareholding requirement necessary to appoint delegates to general meetings from 2,000 shares to 20,000 shares. Currently, the articles of association state that a shareholder who owns at least 2,000 shares on January 1 and on date of the publication of the meeting notice may appoint one delegate for a one-year term. This shareholding requirement will thus change in the same proportion (by a factor of 10) as the par value. ISS supports a one share, one vote policy and opposes mechanisms that skew voting rights. Shareholders' voting rights should accrue in accordance with their equity capital commitment to the company. As the voting system currently in place by Spar Nord Bank does not allow the ability for shareholders to vote directly for their shares or in proportion to their shareholding, ISS recommends a vote against this item. 9 Other Business (Non-Voting) None None Mgmt 06/01/06 - A/S Sr Teleperformance (Formerly F8991G110 None 11,624 Rochefortaise Communication) Ordinary Business 1 Approve Financial Statements and Discharge For Mgmt Directors 2 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 3 Approve Transaction With a Related Party For Mgmt 4 Approve Transaction With a Related Party For Mgmt 5 Approve Transaction With a Related Party For Mgmt 6 Approve Transaction With a Related Party For Mgmt 7 Approve Transaction With a Related Party For Mgmt 8 Approve Allocation of Income and Dividends For Mgmt of EUR 0.30 per Share 9 Approve Remuneration of Directors in the For Mgmt Aggregate Amount of EUR 100,000 10 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital Special Business 11 Amend Article 7 of the Company's Bylaws For Mgmt Regarding the Powers Given to the Managing Board to Change the Capital 12 Amend Article 9 of the Company's Bylaws For Mgmt Concerning Capital Reduction 13 Amend Article 13 of the Company's Bylaws For Mgmt Concerning Shareholders Disclosure Threshold 14 Amend Article 13 of the Company's Bylaws For Mgmt Regarding the Participation of the Family Members of the Directors in the Company 15 Amend Article 18 of the Company's Bylaws For Mgmt Regarding the Powers of the Managing Board 16 Amend Article 23 of the Company's Bylaws For Mgmt Regarding the Particpation of the Members of the Supervisory Board in the Company 17 Amend Article 27 of the Company's Bylaws For Mgmt Concerning the Participation of the Directors at the General Meetings by Videoconference 18 Amend Article 31 of the Company's Bylaws For Mgmt Regarding the Relations Between a Director and/or a Memeber of the Supervisory Board and the Company 19 Amend Article 37 of the Company's Bylaws For Mgmt Concerning Ordinary General Meeting Quorum 20 Amend Article 38 of the Company's Bylaws For Mgmt Concerning Extraordinary General Meeting Quorum 21 Change Company Name to Teleperformance For Mgmt 22 Amend Article 24 of the Company's Bylaws For Mgmt Concerning the Lenght of the Mandate of the Supervisory Board 23 Amend the Terms of the Outstanding Option's For Mgmt Plans 24 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 50 Million 25 Authorize Issuance of Equity or For Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 50 Million 26 Authorize Board to Increase Capital in the For Mgmt Event of Demand Exceeding Amounts Submitted to Shareholder Vote Above Up to 15 Percent of the Initial Issuance 27 Authorize Capital Increase of Up to Ten For Mgmt Percent of Issued Capital for Future Acquisitions 28 Authorize Capitalization of Reserves of Up For Mgmt to EUR 140 Million for Bonus Issue or Increase in Par Value 29 Approve Employee Savings-Related Share For Mgmt Purchase Plan 30 Authorize up to 2.30 Percent of Issued For Mgmt Capital for Use in Restricted Stock Plan 31 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares 32 Authorize Filing of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/22/06 - A STAR ENERGY GROUP PLC G8440H106 None 21,731 1 Accept Financial Statements and Statutory For For Mgmt Reports The Audit Committee comprises Stephen East (Committee Chairman), Charles Carter and David Wertheim. RREV does not consider Charles Carter to be independent (see note below). We believe that AIM listed companies should be granted more flexibility, and as such, we only require that a majority of the members of these committees be independent NEDs. The Company meets this requirement. 2 Approve Remuneration Report For Against Mgmt The Remuneration Committee comprises David Wertheim (Committee Chairman), Stephen East, Stephen Gutteridge and Charles Carter. RREV does not consider Stephen Gutteridge and Charles Carter to be independent (see note below). We believe that AIM listed companies should be granted more flexibility, and as such, we only require that a majority of the members of these committees be independent NEDs. The Company does not meet this requirement. We encourage the Company to address this over the upcoming year. 3 Re-elect Colin Judd as Director For For Mgmt 4 Re-elect Roland Wussel as Director For For Mgmt 5 Re-elect David Wertheim as Director For For Mgmt 6 Elect Roger Pearson as Director For For Mgmt 7 Appoint BDO Stoy Hayward LLP as Auditors For For Mgmt and Authorise the Board to Determine Their Remuneration 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 2,645,815 Pursuant to Section 80 of the Companies Act 1985, the Board is proposing an amount for share issuances with pre-emptive rights equivalent to 33.33 percent of the current issued share capital. The authority will expire at the Company's AGM in 2007. We recommend that shareholders approve this authority, which is within our guidelines for a company of this size and scope. 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 396,872 Pursuant to Section 95 of the Companies Act 1985, the Board is proposing an amount for share issuances without pre-emptive rights equivalent to 5 percent of the current issued share capital. The authority will expire at the Company's AGM in 2007. We recommend that shareholders approve this authority, which is within our guidelines for a company of this size and scope. 06/29/06 - A STB LEASING CO. LTD. *8432* J7799R100 03/31/06 2,344 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 12, Final JY 12, Special JY 0 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Set Maximum Board Size and Maximum Number of Statutory Auditors - Limit Rights of Odd-lot Holders - Limit Liability of Statutory Auditors The company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote. We do not believe this is in shareholders' interest, and we therefore oppose this resolution The company will have two vacant board seats following this meeting. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 6-8 are new to the board. None of the nominees is designated as an outside director. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 4.1 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominees for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. Both are longtime employees of parent company Sumitomo Trust & Banking. 4.2 Appoint Internal Statutory Auditor For Against Mgmt See item 4.1. 5 Appoint Alternate Internal Statutory Auditor For Against Mgmt This nominee is also a long-time employee of Sumitomo Trust, and now serves as president of its credit card subsidiary. 6 Approve Retirement Bonuses for Directors For Against Mgmt and Statutory Auditors and Special Payments to Continuing Directors and Statutory Auditor in Connection with Abolition of Retirement Bonus System Several of the auditors are designated as independent. As we believe the payment of such bonuses to non-executives, at the discretion of the insiders, is a highly inappropriate practice anywhere, we see no alternative but to recommend opposing the whole item. 7 Approve Adjustment to Aggregate For For Mgmt Compensation Ceilings for Directors and Statutory Auditors These increases are being requested because of the abolition of the retirement bonus system, and because annual bonuses will henceforth fall under these ceilings rather than being part of the annual income allocation. 05/19/06 - A Swatch Group (Formerly SMH H83949141 None 5,845 Schweizerische Gesellschaft ) 1 Accept Financial Statements and Statutory For Mgmt Reports 2 Approve Discharge of Board and Senior For Mgmt Management 3 Approve Allocation of Income and Dividends For Mgmt of CHF 0.50 per Registered Share and CHF 2.50 per Bearer Share 4 Approve CHF 3.1 Million Reduction in Share For Mgmt Capital via Cancellation of Repurchased Shares 5 Ratify PricewaterhouseCoopers AG as Auditors For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/29/06 - A Takagi Securities Co. *8625* J8039M109 03/31/06 34,541 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 20, Special JY 0 The payout ratio is 26 percent based on either parent-only or consolidated earnings.a?? 2 Amend Articles to: Expand Business Lines - For For Mgmt Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Non-Executive Directors and Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. These changes are routine. The company also wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. In addition, the company seeks the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 2 are both insiders and are being reappointed to the board. Candidate 3 is an outside director candidate. Following this meeting, there will be 1 outsider on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For Candidate 3 has been designated as an outside director. ISS considers him to be an independent outsider, as he is a former partner of Shin-Nihon & Co., which is not the company's external audit firm. 4 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors and Statutory Auditors The ceilings would be raised from JY 400 million per year to JY 700 million per year for directors, and from JY 70 million per year to JY 100 million per year for auditors. The ceilings were last adjusted in 2004 for both directors and internal auditors. After this meeting, the number of directors will be 6 and that of auditors will be 4. These changes are being requested because annual bonuses are now part of the ceiling. Because the new ceilings are not especially high, and because the company has returned to profitability, we have no reason to oppose this resolution. 05/26/06 - A TAKEUCHI MFG CO LTD. *6432* J8135G105 02/28/06 4,191 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 20, Special JY 0 2 Amend Articles to: Authorize Public For For Mgmt Announcements in Electronic Format - Limit Rights of Odd-Lot Holders - Update Terminology to Match that of New Corporate Law 3 Elect Directors For For Mgmt 4 Approve Retirement Bonus for Director For For Mgmt 06/27/06 - A Telepark Corp. *3738* J8298A101 03/31/06 91 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 3500, Final JY 2000, Special JY 0 Payout ratio is approximately 51 percent. 2 Amend Articles to: Reduce Directors Term in For Against Mgmt Office - Update Terminology to Match that of New Corporate Law - Require Supermajority Vote to Remove Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. The company seeks to specify that removing a statutory auditor will require a two-thirds majority vote, rather than the simple majority which is the default threshold under the new Corporate Law. Because we do not believe it is in shareholders' interest to increase the percentage of votes required to remove a statutory auditor from office, we recommend that shareholders vote against this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 6 are all insiders and candidates 7 and 8 have been designated as outside directors. ISS considers them to be affiliated outsiders, as they are executives of parent company Mitsui & Co. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 4.1 Appoint Internal Statutory Auditor For For Mgmt The nominee is not designated by the company as independent, and we have no reason to oppose his nomination. 4.2 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor who is a current employee of the company's largest shareholder with a 61.89 percent stake in the company cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 5 Approve Retirement Bonus for Statutory For Against Mgmt Auditor The retiring auditor has been designated by the company as independent. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing this item. 6 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors Ceiling is to be raised from JY 100 million per year to JY 200 million per year, because annual bonuses are now part of the ceiling. After this meeting, the number of directors will remain to be 8. The new ceiling is not inordinately high, and the company has been profitable. We see no reason to oppose this resolution. 04/26/06 - A Terna SPA T9471R100 04/21/06 346,680 Annual Meeting Agenda 1 Accept Financial Statements, Statutory For Mgmt Reports and Consolidated Financial Statements 2 Approve Allocation of Income For Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/22/06 - A TOCALO CO LTD (EX JAFCO SIG CO LTD) J84227123 03/31/06 9,298 *3433* 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 35, Special JY 0 The payout ratio is 17 percent based on consolidated earnings, or 18 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Limit Directors' Legal For For Mgmt Liability - Authorize Public Announcements in Electronic Format - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. The company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential.The company seeks the authority to impose limits on the legal liability of executive directors and statutory auditors, as well as that of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this resolution. 3 Appoint Internal Statutory Auditor For For Mgmt The nominee for independent auditor, a tax accountant in private practice, passes our test for independence. 4 Approve Retirement Bonus for Statutory For Against Mgmt Auditor The retiring auditor has been designated by the company as independent. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing this item. 5 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors and Statutory Auditors The company seeks to express the compensation ceilings for directors and statutory auditors as yearly, rather than monthly, ceilings. This will allow the company greater flexibility with respect to the timing of bonus payments, which under the new corporate law are now included in the compensation ceilings. We do not oppose this resolution. 06/29/06 - A Tokushima Bank Ltd. *8561* J86463106 03/31/06 6,172 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 4, Final JY 4, Special JY 0 The payout ratio is 15 percent. 2 Amend Articles to: Authorize Public For For Mgmt Announcements in Electronic Format - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law These changes are routine. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 10 are incumbent directors seeking reappointment, and candidate 11 is new to the board. All are executives of the company. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 3.11 Elect Director --- For 4 Appoint Internal Statutory Auditor For For Mgmt The nominee for independent auditor, a former local government official, passes our test for independence. 5 Appoint Alternate Internal Statutory Auditor For For Mgmt The nominee for independent auditor, a former local government official, passes our test for independence. 6 Appoint External Auditors For Against Mgmt Tokushima Bank seeks to reappoint ChuoAoyama Audit Corp. as its external audit firm. Currently, the bank is using ChuoAoyama and Uzushio Audit Corporation, a small local audit firm, which the bank intends to continue to retain after this meeting. ChuoAoyama was recently penalized by Japanese authorities for the role of its auditors in accounting fraud at Kanebo Ltd., and will be forced to suspend operations in July and August. Nevertheless, Tokushima Bank plans to reappoint ChuoAoyama after the suspension period. The bank argues the reappointment of ChuoAoyama is necessary to ensure continuity of the audit process. Nevertheless, just as Enron was not Arthur Andersen's "first strike," Kanebo was not the first accounting problem in which ChuoAoyama has been implicated, and many of the firm's client companies are planning to switch as soon as practicable. We are not convinced that ChuoAoyama, which will be desperate to retain as many clients as possible, will be in a position to perform a rigorous audit. We recommend that shareholders oppose this resolution. 7 Approve Adjustment to Aggregate For For Mgmt Compensation Ceilings for Directors and Statutory Auditors The ceilings would be raised from JY 13 million per month (JY 156 million per year) to JY 210 million per year for directors, and from JY 4 million per month (JY 48 million per year) to JY 50 million per year for auditors. The ceilings were last adjusted in 1998. After this meeting, the number of directors will be 11 and that of auditors will be 3. These changes are being requested because annual bonuses are now part of the ceiling. Because the new ceilings are not especially high, and because the company has been profitable, we see no reason to oppose this resolution. 8 Approve Retirement Bonuses for Directors For For Mgmt The retiring director is an insider, and we have no reason to oppose this resolution. 9 Approve Retirement Bonuses for Statutory For Against Mgmt Auditors The retiring auditor has been designated by the company as independent. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing this item. 06/29/06 - A Tokyo Ohka Kogyo Co. Ltd. *4186* J87430104 03/31/06 18,792 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 15, Final JY 15, Special JY 3 The payout ratio is 23 percent based on consolidated earnings, or 25 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Decrease Authorized For For Mgmt Capital to Reflect Share Repurchase - Reduce Directors Term - Authorize Public Announcements in Electronic Format - Limit Rights of Odd-lot Holders - Limit Liability of Directors and Statutory Auditors The most important change would give the company the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. Because such limitations are seen as necessary to attract qualified outsiders to serve in these positions, we do not oppose such amendments. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1-6 are insiders; 5 and 6 are new appointees, but the overall board size decreases from 8 to 7. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For Candidate 7 is a new outside director appointee. He is the president of Makino Milling Machine Co. 4 Appoint Alternate Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. He is a former partner of the company's outside audit firm. 5 Approve Retirement Bonuses for Directors For Against Mgmt and Statutory Auditor The retiring auditor has been designated as independent. As we believe the payment of such bonuses to non-executives, at the discretion of the insiders, is a highly inappropriate practice anywhere, we see no alternative but to recommend opposing the whole item. 6 Adopt Advance Warning-Type Takeover Defense For Against Mgmt Type of defense plan: Advance-warning type Plan duration: 3 years Trigger threshold: 20 percent of shares outstanding Directors' term in office: 1 year Board independence: Following this meeting, there will be one independent director (14 percent of the board) according to ISS criteria Independence of special committee: 3 out of 5 members of the committee meet ISS criteria for independence. However, one member is a long-time partner of the company's external audit firm (see Item 4), while another is a former employee of its main bank. Other types of takeover defense: No Meeting notice released three weeks or more before meeting: Yes We believe the best way to ensure that the company remains responsive to shareholders' interests, once the threat of a takeover is removed or reduced, is to have a significant percentage of independent outsiders on the board. While the one outside director may be well qualified and diligent in his duties, his ability to question management and press for reforms where necessary would be enhanced if there were at least one other independent director with whom he could discuss issues outside the presence of the executives. We recommend that shareholders oppose this resolution. 06/29/06 - A Tokyo Tekko Co. Ltd. *5445* J88376108 03/31/06 24,745 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 8, Special JY 0 The payout ratio is 8 percent based on consolidated earnings, or 12 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. The income allocation does not include bonuses to directors or statutory auditors. 2 Approve Payment of Annual Bonuses to For For Mgmt Directors and Statutory Auditors The company is proposing aggregate bonus payments of JY 85 million to the 8 directors, and JY 3.9 million to the 4 statutory auditors. In light of the company's performance, we have no reason to oppose this resolution. 3 Amend Articles to: Limit Rights of Odd-lot For For Mgmt Holders - Update Terminology to Match that of New Corporate Law - Limit Liability of Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. The company wants to limit rights of odd-lot shareholders to bring shareholder lawsuits. As odd-lot shareholders would be extremely unlikely to bring shareholder lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. The company seeks the authority to impose limits on the legal liability of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 4 Elect Directors For For Mgmt 4.1 Elect Director --- For Candidates 1 to 9 are all insiders. Candidates 9 is executive who is new to the board. Following this meeting, there will be no outsiders on the board. 4.2 Elect Director --- For 4.3 Elect Director --- For 4.4 Elect Director --- For 4.5 Elect Director --- For 4.6 Elect Director --- For 4.7 Elect Director --- For 4.8 Elect Director --- For 4.9 Elect Director --- For 5 Appoint Internal Statutory Auditor For For Mgmt The nominee for independent auditor, an attorney in private practice, passes our test for independence. 6 Appoint Alternate Internal Statutory Auditor For For Mgmt The nominee for alternate independent auditor, an attorney in private practice, passes our test for independence. 7 Approve Retirement Bonus for Statutory For Against Mgmt Auditor The retiring auditor has been designated by the company as independent. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing this tem. 06/28/06 - A Toshiba Machine Co. Ltd. *6104* J89838106 03/31/06 36,420 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 4, Final JY 8, Special JY 0 The payout ratio is 19 percent based on consolidated earnings, or 32 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law The company seeks to update the terminology of its articles to match that of the new Corporate Law. These changes are routine. The company also wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. In addition, the company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote and to prohibit the submission of shareholder proposals related to these subjects. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 10 are all insiders. Candidates 1 to 7 are being reappointed, while Candidates 8 to 10 are new to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 4.1 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the first nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. He is a former executive of largest shareholder Toshiba Corp., and is currently the president of another Toshiba group company. 4.2 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the second nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. He is a current executive officer and director of Toshiba Corp. 5 Appoint Alternate Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the candidate for alternate internal statutory auditor -- a current executive of Toshiba -- cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 6 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors and Statutory Auditors The company seeks to express the compensation ceilings for directors and statutory auditors as yearly, rather than monthly, ceilings. This will allow the company greater flexibility with respect to the timing of bonus payments, which under the new corporate law are now included in the compensation ceilings. We do not oppose this resolution. 7 Approve Retirement Bonuses for Directors For Against Mgmt and Statutory Auditor The retiring auditor has been designated by the company as independent. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing the whole item. 05/25/06 - A Total Energy Services Trust *TOT.U* 891503104 04/20/06 12,486 1 Elect Directors Larry P. Coston, Gregory S. For Abstain Mgmt Fletcher, Daniel K. Halyk, Randy Kwasnicia, Bruce L. Pachkowski, Thomas P. Stan and Andrew B. Wiswell We recommend withholding votes from the entire slate because Thomas Stan, a former CEO of Total Energy, sits on both the Audit and Compensation Committee. ISS believes the ongoing influence exerted by former CEOs or recent ex-CFOs on the Audit or Compensation Committee raises serious concerns regarding lack of independent oversight of pay schemes or financial reporting controls, which they may have designed or in which they may have played a key role. As such, ISS views his or her status as closer to that of an insider for purposes of sitting on the Audit or Compensation Committee. As all nominees are presented as a single slate, we have to recommend withholding votes from the entire slate. 2 Approve KPMG LLP as Auditors and Authorize For For Mgmt Board to Fix Remuneration of Auditors 04/26/06 - A Transforce Income Fund *TIF.U* 89365Y107 03/17/06 4,165 1 Approve National Bank Trust Inc. as Trustee For For Mgmt of the Fund 2 Elect Alain Bedard, Andre Berard, Richard For For Mgmt Guay, Joe Marsilii, Sheila O'Brien, Katherine A. Rethy, Ronald D. Rogers, Joey Saputo, and H. John Stollery as Trustees of TFI Operating Trust 3 Appoint KPMG LLP as Auditors of the Fund For For Mgmt and Authorize Board to Fix Remuneration of Auditors 4 Appoint KPMG LLP as Auditors of TFI For For Mgmt Operating Trust 05/10/06 - A/S Trican Well Service Ltd. *TCW.* 895945103 03/22/06 21,542 1 Fix Number of Directors at Six For For Mgmt 2 Elect Directors For For Mgmt 3 Ratify KPMG LLP as Auditors and Authorize For For Mgmt Board to Fix Remuneration of Auditors 4 Approve 2:1 Stock Split For For Mgmt 06/29/06 - A Tsumura & Co. *4540* J93407120 03/31/06 20,000 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 6, Final JY 8, Special JY 0 The payout ratio is 8 percent based on consolidated earnings, or 9 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize Public For For Mgmt Announcements in Electronic Format - Limit Rights of Odd-lot Holders - Update Terminology to Match that of New Corporate Law The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. The company also wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. We have no reason to oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 10 are insiders, and candidate 11 is outside director candidate. All candidates are being reappointed to the board, and following this meeting, there will be one outsider on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 3.11 Elect Director --- For Candidate 11 has been designated as an outside director. ISS considers him to be an affiliated outsider, as he is a current advisor to Daiichi Pharmaceutical Co. Ltd., the company's 8th largest shareholder. 4 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors Ceiling is to be raised from JY 40 million per month to JY 50 million per month, because of increases in the cost of living since the ceiling was last raised. After this meeting, the number of directors will be 11. The new ceiling is not inordinately high, and the company has been profitable. We see no reason to oppose this resolution. 08/11/05 - A Tsuruha Co. Ltd. JP3536100005 7,157 1 Approve Allocation of Income, Including For For Mgmt the Following Dividends: Interim JY 0, Final JY 40, Special JY 0 2 Approve Share Exchange Agreement For For Mgmt with Crane Shoji Co. We believe that this merger and the associated shift to a holding company structure will benefit shareholders by facilitating growth through mergers and acquisitions. 3 Amend Articles to: Expand Business For For Mgmt Lines 4 Elect Directors For For Mgmt 5 Approve Retirement Bonus for Director For For mt 06/28/06 - A Tubos Reunidos SA E9214G136 None 6,082 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Allocation of Income For For Mgmt Although the company's meeting notice did not contain information relating to this year's income allocation, we note that the company has a solid payout history, with a payout ratio of 33.06 percent and 90 percent based on 2004 and 2003 net income, respectively. Given this company's shareholder-friendly dividend policy, this is a supportable request. 3 Approve Auditors For For Mgmt 4 Elect and Reelect Directors For For Mgmt 5 Authorize Repurchase of Shares; Cancel For For Mgmt Previous Share Repurchase Authorization Spanish company law limits the total amount of issued capital repurchased or held by a group at any given time to 5 percent. Given the reasonable limits and lack of concern over the company's past use of this authority, a vote in favor of this resolution is recommended. 6 Authorize Board to Ratify and Execute For For Mgmt Approved Resolutions 7 Approve Minutes of Meeting For For Mgmt 05/31/06 - A Tullow Oil PLC G91235104 None 199,996 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of 3 Pence Per For For Mgmt Ordinary Share 3 Approve Remuneration Report For For Mgmt 4 Elect Paul McDade as Director For For Mgmt 5 Re-elect Tom Hickey as Director For For Mgmt 6 Re-elect Matthew O'Donoghue as Director For For Mgmt 7 Re-elect Rohan Courtney as Director For Against Mgmt Rohan Courtney is Chairman of the Audit Committee and a member of the Remuneration Committee, both Committees that should be wholly independent, and also holds the position of Senior Independent Director. Consequently, we recommend that shareholders vote against his re-election. 8 Reappoint Deloitte & Touche LLP as Auditors For For Mgmt and Authorise the Board to Determine Their Remuneration 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 3,241,632 10 Adopt New Articles of Association For For Mgmt 06/16/06 - S U-Shin Ltd. *6985* J98328107 04/29/06 12,462 1 Elect Directors For For Mgmt 2 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 09/21/05 - A/S Ubisoft Entertainment (Formerly UBI F9396N106 None 5,099 Soft Entertainment) Ordinary Business 1 Approve Financial Statements and Discharge For Mgmt Directors 2 Approve Allocation of Income and Omission For Mgmt of Dividends 3 Approve Standard Accounting Transfer For Mgmt 4 Approve Accounting Transfer from Special For Mgmt Long-Term Capital Gains Account to Ordinary Reserve Account 5 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 6 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 7 Approve Remuneration of Directors in the For Mgmt Aggregate Amount of EUR 40,000 8 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 9 Authorize Filing of Required For Mgmt Documents/Other Formalities Special Business 10 Approve Capital Increase Reserved for For Mgmt Employees Participating in Savings-Related Share Purchase Plan 11 Approve Stock Option Plan Grants For Mgmt 12 Approve Capital Increase Reserved for For Mgmt Employees of Foreign Subsidiaries Participating in Savings-Related Share Purchase Plan 13 Authorize Capital Increase of up to 10 For Mgmt Percent of Issued Capital for Future Acquisitions 14 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares 15 Authorize Filing of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/29/06 - A UFJ Nicos Co. Ltd. (formerly Nippon J9400P101 03/31/06 48,736 Shinpan) *8583* 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends on Ordinary Shares: Interim JY 0, Final JY 4, Special JY 0 The payout ratio is 13 percent based on either parent-only or consolidated earnings. The income allocation does not include bonuses to directors or statutory auditors. 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Decrease Authorized Preferred Share Capital - Update Terminology to Match that of New Corporate Law - Limit Liability of Directors and Statutory Auditors First, the board is seeking to decrease its authorized preferred share capital from 2.01 billion to 1.86 billion shares to reflect the conversion of preferred shares into ordinary shares during the fiscal year under review. Next, the company seeks the authority to impose limits on the legal liability of directors and internal auditors, and of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. The also company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote, and to prohibit the submission of shareholder proposals related to these subjects. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 6, 8 and 9 are insiders, while Candidate 7 is an outside director candidate. Candidates 8 and 9 are both new to the board, while the remaining nominees are incumbent directors seeking reappointment. Following this meeting, there will be one outsider on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For Candidate 7 has been designated as an outside director. ISS considers him to be an affiliated outsider, as he is an executive of parent company Bank of Tokyo-Mitsubishi UFJ. 3.8 Elect Director --- For 3.9 Elect Director --- For 4.1 Appoint Internal Statutory Auditor For For Mgmt Candidate 1 is not designated by the company as independent, and we have no reason to oppose his nomination. 4.2 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor (candidate 2) -- a former executive of parent company Bank of Tokyo-Mitsubishi UFJ with a 69 percent stake in the company -- cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 4.3 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor (candidate 3) cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. He is a former executive of Mitsubishi UFJ Financial Group, which is the ultimate parent company of Bank of Tokyo-Mitsubishi UFJ. 4.4 Appoint Internal Statutory Auditor For For Mgmt The nominee for independent auditor (Candidate 4), an attorney in private practice, passes our test for independence. 4.5 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. Candidate 5 is currently the president of Mitsubishi UFJ Securities, which is another group company of Mitsubishi UFJ Financial Group. 5 Approve Retirement Bonuses for Directors For For Mgmt and Statutory Auditor The company has disclosed the aggregate amount of the payments to the three retiring directors (JY 128 million) and two retiring auditors (JY 4 million). We applaud the disclosure of the aggregate payments, which few Japanese companies do. In this case, the recipients have held executive positions with the company, and we do not oppose this resolution. 04/27/06 - A Ultra Electronics Holdings PLC G9187G103 None 21,839 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend of 10.7 Pence Per For For Mgmt Ordinary Share 3 Approve Remuneration Report For For Mgmt 4 Re-elect Andrew Walker as Director For For Mgmt 5 Re-elect Douglas Caster as Director For For Mgmt 6 Re-elect Andy Hamment as Director For For Mgmt 7 Reappoint Deloitte & Touche LLP as Auditors For For Mgmt and Authorise the Board to Determine Their Remuneration 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 1,120,357 9 Amend Articles of Association Re: For For Mgmt Definition of Adjusted Capital and Reserves 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 168,053 11 Authorise 3,361,054 Ordinary Shares for For For Mgmt Market Purchase 12 Amend Company's Memorandum and Articles of For For Mgmt Association Re: Indemnification 04/26/06 - A Umicore(frmly Union Miniere S.A.) B95505119 04/19/06 9,980 1 Receive Directors' Reports on the Financial None Mgmt Statements of the Fiscal Year Ended on 31 Dec. 2005 2 Receive Auditor's Report on the Financial None Mgmt Statements of the Fiscal Year Ended on 31 Dec. 2005 3 Approve the Financial Statements and For Mgmt Allocation of Income 4 Approve Discharge of Directors and Auditors For Mgmt 5 Approve Composition and Remuneration of the For Mgmt Board of Directors 6 Receive Special Report on Stock Options None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/26/06 - S Umicore(frmly Union Miniere S.A.) B95505119 04/19/06 18,827 Special Business 1 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 04/27/06 - A/S Unibail Holding(frmly Unibail) F95094110 None 7,365 Ordinary Business 1 Approve Financial Statements and Statutory For Mgmt Reports 2 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 3 Approve Allocation of Income and Dividends For Mgmt of EUR 4 per Share 4 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 5 Reelect Francois Jaclot as Director For Mgmt 6 Reelect Claude Tendil as Director For Mgmt 7 Elect Guillaume Poitrinal as Director For Mgmt 8 Elect Bernard Michel as Director For Mgmt 9 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital Special Business 10 Approve Reduction in Share Capital via For Mgmt Cancellation of Repurchased Shares 11 Approve Stock Option Plans Grants For Mgmt 12 Authorize Filling of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/29/06 - A UNICHARM PETCARE CORP. *2059* J9412H105 03/31/06 4,971 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 5, Final JY 10, Special JY 5 Payout ratio is approximately 15 percent. 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Change Location of Head Office - Decrease Authorized Capital to Reflect Share Repurchase - Limit Liability of Directors and Statutory Auditors The company seeks the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. However, the company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 5 are all insiders and are being reappointed to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 4.1 Appoint Internal Statutory Auditor For For Mgmt The first nominee is not designated by the company as independent, and we have no reason to oppose his nomination. 4.2 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the second for independent auditor -- a current executive of the company's largest shareholder with a 39.12 percent stake in the company -- cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 5 Approve Retirement Bonus for Statutory For For Mgmt Auditor The retiring auditor has not been classified as independent, and we have no reason to oppose this resolution. 06/29/06 - A Unipres Corp. *5949* J9425W107 03/31/06 6,922 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 5, Final JY 5, Special JY 2.5 2 Amend Articles to: Update Terminology to For For Mgmt Match that of New Corporate Law These changes are routine. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For All nominees are insiders. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 4 Appoint Internal Statutory Auditor For For Mgmt The nominee is not designated as independent. 5 Approve Retirement Bonuses for Director and For For Mgmt Statutory Auditor Retirees are both insiders. 6 Approve Executive Stock Option Plan for For Against Mgmt Directors and Statutory Auditors This is an "evergreen" option plan, with maximum dilution of 0.7 percent per year. Total dilution from this plan over a period of several decades -- together with dilution from the previous option plans and the one proposed in Item 7 -- could easily exceed ISS limits. Moreover, the exercise price is set at no premium to market price. 7 Approve Employee Stock Option Plan For Against Mgmt Although this is not an evergreen plan, the 1.7 percent dilution, plus dilution from earlier plans (2.7 percent) and from the director plan in Item 6, could easily exceed ISS guidelines. 05/04/06 - A United Business Media Plc (Fm. United G92272122 None 67,888 News & Media Plc) 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 11 Pence Per Share For For Mgmt 4 Re-elect Geoff Unwin as Director For For Mgmt 5 Re-elect Adair Turner as Director For For Mgmt 6 Reappoint Ernst & Young LLP as Auditors and For For Mgmt Authorise the Board to Determine Their Remuneration 7 Authorise 27,951,956 Ordinary Shares for For For Mgmt Market Purchase 8 Authorise 4,830,923 B Shares for Market For For Mgmt Purchase 9 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 28,284,584 10 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 4,242,687 11 Approve EU Political Organisations For For Mgmt Donations and Incur EU Political Expenditure up to GBP 50,000 04/19/06 - S United Overseas Land Ltd. V95768103 None 83,766 Special Business 1 Amend Memorandum and Articles Re: Reflect For For Mgmt Amendments to Companies Act 2 Change Company Name from United Overseas For For Mgmt Land Ltd to UOL Group Ltd and Reflect Such Change in the Memorandum and Articles of Association of the Company 04/19/06 - A United Overseas Land Ltd. V95768103 None 83,766 1 Adopt Financial Statements and Directors' For For Mgmt and Auditors' Reports 2 Declare First and Final Dividend of SGD For For Mgmt 0.075 Per Share 3 Approve Directors' Fees of SGD 245,000 For For Mgmt (2004: SGD 230,000) 4 Reelect Wee Cho Yaw as Director For For Mgmt 5 Reelect Lim Kee Ming as Director For For Mgmt 6 Reelect Alan Choe Fook Cheong as Director For For Mgmt 7 Reelect Gwee Lian Kheng as Director For For Mgmt 8 Reelect James Koh Cher Siang as Director For For Mgmt 9 Reelect Low Weng Keong as Director For For Mgmt 10 Reappoint PricewaterhouseCoopers as For For Mgmt Auditors and Authorize Board to Fix Their Remuneration 11 Approve Issuance of Shares and Grant of For Against Mgmt Options Pursuant to the UOL 2000 Share Option Scheme In this case, the percentage of shares available under the company's share option scheme is 15 percent of the issued capital, which is considered an unacceptable level of dilution. This scheme cannot be considered sufficiently well structured to justify a potential dilution level of 15 percent. 12 Approve Issuance of Shares without For For Mgmt Preemptive Rights 05/10/06 - A Univar NV N90311114 05/03/06 7,974 1 Open Meeting None Mgmt 2 Receive Report of Management Board None Mgmt 3 Receive Report of Supervisory Board None Mgmt 4 Approve Financial Statements and Statutory For Mgmt Reports 5 Receive Explanation on Company's Reserves None Mgmt and Dividend Policy 6 Approve Dividends of EUR 0.74 Per Share For Mgmt 7 Approve Discharge of Management Board For Mgmt 8 Approve Discharge of Supervisory Board For Mgmt 9 Reelect John Sharman to Supervisory Board For Mgmt 10 Elect Robert Meuter to Supervisory Board For Mgmt 11 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 12 Approve Incentive Stock Option Plan For Mgmt 13 Other Business (Non-Voting) None Mgmt 14 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/29/06 - A Urban Corp. *8868* J9442L100 03/31/06 29,570 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 10, Final JY 10, Special JY 0 The payout ratio is 53 percent based on consolidated earnings, or 65 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Increase Maximum Number of Directors and Statutory Auditors - Reduce Directors Term in Office - Limit Liability of Non-Executive Directors and Statutory Auditors The company is increasing the maximum number of directors on the board from 10 to 15, in order to strengthen the management structure by speeding up the decision-making process. The company would still have six vacant seats on the board following this meeting. The company also seeks the authority to impose limits on the legal liability of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. In addition, the company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote and to prohibit the submission of shareholder proposals related to these subjects. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 8 are insiders, while Candidate 9 is an outside director candidate. Candidates 7 to 9 are executives who are new to the board. Following this meeting, there will be 1 outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For Candidate 9, an attorney, has been designated by the company as an outside director. 4 Appoint Internal Statutory Auditor For For Mgmt The nominee for independent auditor meets our criteria for independence. He is an adviser and former president of Toei Co., which is apparently not engaged in a business relationship with Urban. 5 Approve Adjustment to Aggregate For For Mgmt Compensation Ceilings for Directors and Statutory Auditors These increases are being requested, because annual bonuses are now part of the ceiling. The number of directors will be increasing from 7 to 9, and auditors will be increasing from 4 to 5. Because the company has been profitable, we do not oppose this resolution. 6 Approve Executive Stock Option Plan For Against Mgmt The company proposes to grant options over 900,000 shares, 0.39 percent of issued capital, to directors and employees of the company and its subsidiaries, as well as to unidentified outside business partners. Maximum potential dilution from this plan, coupled with dilution from the company's previous option plans, comes to 4.6 percent of issued capital. The exercise period begins two years after the grant date. The exercise price is set at a five percent premium to average closing prices and total dilution falls within ISS guidelines, but because the grant of stock options to non-employees is unlikely to benefit shareholders, we recommend that shareholders oppose this option plan. 05/09/06 - A USG People NV (frmely United Services N9040V109 05/03/06 7,691 Group and Unique International ) 1 Open Meeting None Mgmt 2 Receive Report of Management Board None Mgmt 3 Approve Financial Statements and Statutory For Mgmt Reports 4 Receive Explanation on Company's Reserves None Mgmt and Dividend Policy 5 Approve Allocation of Income and Dividends For Mgmt 6 Approve Discharge of Management Board For Mgmt 7 Approve Discharge of Supervisory Board For Mgmt 8.1 Notification of Appointment of A. Dehaze as None Mgmt COO 8.2 Notification of Appointment of R. None Mgmt Zandbergen as CFO 8.3 Notification of Resignation of A.D. Mulder None Mgmt as Chairman 8.4 Notification of Appointment of R. Icke as None Mgmt President 9.1 Reelect C.J. Brakel as Chairman of the For Mgmt Supervisory Board 9 Elect Supervisory Board Member For Mgmt 9.4 Notification of Resignation of B. de Vries None Mgmt 9 Elect Supervisory Board Member For Mgmt 10 Discussion on Company's Corporate None Mgmt Governance Structure 11 Approve Remuneration Report Containing For Mgmt Remuneration Policy for Management Board Members 12 Approve Remuneration of Supervisory Board For Mgmt 13 Ratify PricewaterhouseCoopers N.V. as For Mgmt Auditors 14 Grant Board Authority to Issue Shares Up To For Mgmt 10 Percent of Issued Capital and Restricting/Excluding Preemptive Rights 15 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 16 Allow Questions None Mgmt 17 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/28/06 - A V Technology Co., Ltd. *7717* J9462G106 03/31/06 24 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 2500, Special JY 0 The payout ratio is 9 percent based on consolidated earnings, or 11 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. The income allocation does not include bonuses to directors or statutory auditors. 2 Amend Articles to: Limit Directors' Legal For For Mgmt Liability - Update Terminology to Match that of New Corporate Law - Limit Liability of Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. These changes are routine. The company also seeks the authority to impose limits on the legal liability of directors and internal auditors, and of non-executive directors and statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we do not oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 3 are all insiders and are being reappointed to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 4 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors Ceiling is to be raised from JY 100 million per year to JY 150 million per year, because annual bonuses are now part of the ceiling. After this meeting, the number of directors will be 3. The new ceiling is not inordinately high, and the company has been profitable. We see no reason to oppose this resolution. 5 Approve Executive Stock Option Plan for For For Mgmt Directors This plan features premium pricing ( 5 percent), maximum dilution of 0.4 percent, and option grants made only to directors of the company. Total maximum potential dilution from this plan, coupled with dilution from the company's other option plans and the plan in item 6, comes to 6.9 percent of issued capital, which falls within ISS guidelines for a growth company such as V Technology. The exercise period begins two years after the grant date. We do not oppose this resolution. 6 Approve Employee xecutive Stock Option Plan For For Mgmt This plan features premium pricing (5 percent), maximum dilution of only 0.4 percent, and options are made to executives and employees of the company and its group companies. Total maximum potential dilution from this plan, coupled with dilution from the company's other option plans and the plan in item 5, comes to 6.9 percent of issued capital, which falls within ISS guidelines for a growth company such as V Technology. The exercise period begins two years after the grant date. We do not oppose this resolution. 06/01/06 - A Vallourec F95922104 None 1,320 Ordinary Business 1 Approve Special Auditors' Report Regarding For Mgmt Related-Party Transactions 2 Approve Financial Statements and Statutory For Mgmt Reports 3 Accept Consolidated Financial Statements For Mgmt and Statutory Reports 4 Approve Allocation of Income and Dividends For Mgmt of EUR 7.20 per Share 5 Ratify Appointment of Heinz-Jorg Fuhrmann For Mgmt as Supervisory Board Member 6 Reelect Patrick Boissier as Supervisory For Mgmt Board Member 7 Reelect Wolfgang Eging as Supervisory Board For Mgmt Member 8 Reelect Heinz-Jorg Fuhrmann as Supervisory For Mgmt Board Member 9 Reelect Denis Gautier-Sauvagnac as For Mgmt Supervisory Board Member 10 Reelect Jean-Paul Parayre as Supervisory For Mgmt Board Member 11 Ratify KPMG as Auditor For Mgmt 12 Ratify Deloitte & Associes as Auditor For Mgmt 13 Ratify SCP Jean-Claude Andre & Autres as For Mgmt Alternate Auditor 14 Ratify BEAS Sarl as Alternate Auditor For Mgmt 15 Approve Remuneration of Directors in the For Mgmt Aggregate Amount of EUR 400,000 16 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/01/06 - S Vallourec F95922104 None 1,320 Special Business 1 Approve 1-for-5 Stock Split For Mgmt 2 Amend Articles of Association Re: For Mgmt Shareholding Disclosure Threshold 3 Amend Articles of Association Board For Mgmt Related: Dismissal Procedure of Management Board Members 4 Amend Articles Board Related: Term of For Mgmt Office and Age Limit of Management Board Members 5 Amend Articles Board Related: Age Limit of For Mgmt Supervisory Board Members 6 Create Office of Censor; Amend Articles of For Mgmt Association Accordingly 7 Appoint Arnaud Leenhardt as Censor For Mgmt 8 Amend Articles of Association Re: Location For Mgmt of General Meeting 9 Amend Articles of Association Re: Ordinary For Mgmt General Meetings Quorum 10 Amend Articles of Association Re: For Mgmt Extraordinary General Meetings Quorum 11 Approve Stock Option Plans Grants For Mgmt 12 Authorize Filling of Required For Mgmt Documents/Other Formalities Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 06/29/06 - A Valor Co. Ltd. *9956* J94511102 03/31/06 5,456 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 14, Final JY 14, Special JY 0 The payout ratio is 44 percent based on consolidated earnings, or 43 percent based on parent-company earnings. By law, funds available for dividends in Japan are based on parent-company earnings only. 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Expand Business Lines - Increase Authorized Capital - Decrease Maximum Board Size - Limit Rights of Odd-lot Holders The company seeks to increase its authorized share capital from 56.4 million to 112.8 million shares, an increase of 100 percent. However, the proposed increase reflects a 1-to-2 stock split which took place after the fiscal year under review ends. Accordingly, this is routin. The company also seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 11 are all insiders. Candidates 10 and 11 are executives who are new to the board. Following this meeting, there will be no outside directors on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 3.11 Elect Director --- For 05/08/06 - A VEIDEKKE R9590N107 None 5,238 1 Open Meeting None None Mgmt 2 Elect Chairman of Meeting; Designate For For Mgmt Inspector or Shareholder Representative(s) of Minutes of Meeting 3 Approve Notice of Meeting and Agenda For For Mgmt 4 Approve Financial Statements and Statutory For For Mgmt Reports 5 Approve Allocation of Income and Dividends For For Mgmt of NOK 10 per Share 6 Approve Remuneration of Auditors in the For For Mgmt Amount of NOK 800,000 7 Reelect Helge Andresen, Jan Knutsen, and For For Mgmt Erik Must as Members of Nominating Committee; Elect Olaug Svarva as New Member 8 Approve Remuneration of Directors in the For For Mgmt Amount of NOK 285,000 for Chairman, NOK 130,000 for Other Board Members, and NOK 30,000 for Committee Work 9 Reelect Kari Gjesteby and Martin Maeland as For For Mgmt Directors; Elect Jette Knudsen as New Director; Reelect Terje Venold and Arne Giske as Deputy Members 10 Approve Creation of NOK 7 Million Pool of For For Mgmt Capital without Preemptive Rights 11 Authorize Repurchase of Up to Ten Percent For For Mgmt of Issued Share Capital 05/05/06 - A Wajax Income Fund *WJX.U* 930787106 03/20/06 5,784 1 Elect Edward M. Barrett, Robert P. Dexter, For For Mgmt Ivan E.H. Duvar, Paul E. Gagne, Valerie A.A. Nielsen, Frank C. Sobey and Donald J. Taylor as Trustees 2 Approve KPMG LLP as Auditors and Authorize For For Mgmt Board to Fix Remuneration of Auditors 05/08/06 - A/S Western Lakota Energy Services Inc. 95852P103 03/20/06 26,853 *WLE* 1 Elect Directors Elson J. McDougald, Daryl For For Mgmt K. Seaman, Donald K. Seaman, Thomas A. Cumming, Gary W. Ring, Henry R. Lawrie, S. Robert Blair and Victor S. Buffalo 2 Ratify Deloitte & Touche LLP as Auditors For For Mgmt and Authorize Board to Fix Remuneration of Auditors 3 Amend Incentive Stock Option Plan For Against Mgmt Vote Recommendation The total cost of the company's plans of 6.50 percent is above the allowable cap for this company of 4.94 percent. While we welcome the introduction of the limit on non-executive director participation in the plan, based on the size of the company, we consider the 1% limit to be high and thus, barely acceptable. However, given that its cost is above the company specific cap we are forced to oppose this resolution. 04/27/06 - A Wing Hang Bank Ltd Y9588K109 04/21/06 40,000 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Final Dividend For For Mgmt 3a Reelect Ambrose H C Lau as Director For For Mgmt 3b Reelect Frank J Wang as Director For For Mgmt 3c Reelect Michael Y S Fung as Director For For Mgmt 4 Authorize Board to Fix Remuneration of For For Mgmt Directors 5 Reappoint KPMG as Auditors and Authorize For For Mgmt Board to Fix Their Remuneration 6 Approve Issuance of Equity or Equity-Linked For Against Mgmt Securities without Preemptive Rights As the share issuance amount is subject to abuse by Hong Kong companies, in the absence of language restricting both discounts and the authority to refresh the share issuance amounts without prior shareholder approval, a vote against is recommended. 7 Authorize Repurchase of Up to 10 Percent of For For Mgmt Issued Share Capital 8 Authorize Reissuance of Repurchased Shares For For Mgmt 04/26/06 - A Wolfson Microelectronics plc G97272101 None 120,655 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt On 10th March 2006, all four Executive Directors were granted contingent share awards with a face value representing 26 percent of salary. RREV recommended that shareholders vote against the adoption of this Performance Share Plan because of the lack of information surrounding the performance targets. We note that 69.6 percent of votes cast were in favour of the adoption of the plan compared to 83 percent for the ExSOP, which RREV supported. However, we are not recommending a vote against the remuneration report at this time as we recognise that the PSP has only been recently approved by shareholders at its EGM held on 16 February 2006. 3 Re-elect Barry Rose as Director For For Mgmt 4 Reappoint KPMG Audit plc as Auditors of the For For Mgmt Company 5 Authorize Board to Fix Remuneration of For For Mgmt Auditors 6 Approve Increase in Authorized Capital from For For Mgmt GBP 125,000 to GBP 135,000 We do not consider this to be contentious. 7 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 13,907 8 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 5,674 9 Authorise 11,349,502 Ordinary Shares for For For Mgmt Market Purchase 10 Amend Articles of Association Re: For For Mgmt Appointment of Proxies Electronically and the Disposal of Treasury Shares These amendments are not contentious. 04/26/06 - A Wolters Kluwer Nv N9643A114 04/19/06 35,391 1 Open Meeting None Mgmt 2a Receive Report of Management Board None Mgmt 2b Receive Report of Supervisory Board None Mgmt 3a Approve Financial Statements and Statutory For Mgmt Report 3b Approve Dividends of EUR 0.55 Per Share in For Mgmt Cash or in the Form of Ordinary Shares 4a Approve Discharge of Management Board For Mgmt 4b Approve Discharge of Supervisory Board For Mgmt 5 Amend Articles Re: Terminate the For Mgmt Administration of Shares 6a Reelect A. Baan to Supervisory Board For Mgmt 6b Elect S.B. James to Supervisory Board For Mgmt 7a Grant Board Authority to Issue Shares Up To For Mgmt 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger 7b Authorize Board to Exclude Preemptive For Mgmt Rights from Issuance Under Item 7a 8 Authorize Repurchase of Up to Ten Percent For Mgmt of Issued Share Capital 9 Proposal that English be Designated as the For Mgmt Official Language of the Annual Report and the Financial Statements 10 Other Business (Non-Voting) None Mgmt 11 Close Meeting None Mgmt Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote. 05/03/06 - A WSP Group PLC G98105102 None 6,978 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 4 Pence Per Share For For Mgmt 4 Re-elect Christopher Stephens as Director For For Mgmt 5 Elect Stuart McLachlan as Director For For Mgmt 6 Elect Marisa Cassoni as Director For For Mgmt 7 Elect Mark Rollins as Director For For Mgmt 8 Elect Ernest Sheavills as Director For For Mgmt 9 Reappoint PricewaterhouseCoopers LLP as For For Mgmt Auditors of the Company 10 Authorise Board to Fix Remuneration of For For Mgmt Auditors 11 Approve Increase in Authorised Capital to For For Mgmt GBP 5,000,000 12 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 1,000,000 13 Authorise Issue of Equity or Equity-Linked For For Mgmt Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 151,375 14 Authorise 6,054,994 Ordinary Shares for For For Mgmt Market Purchase 15 Approve WSP Performance Share Plan 2006 For For Mgmt 06/29/06 - A Yuasa Trading Co. Ltd. *8074* J9821L101 03/31/06 139,868 1 Approve Allocation of Income, with No For For Mgmt Dividends The company is not proposing a dividend, despite posting a net profit for the year. The company proposes to carry over the entire amount to the current year, with no allocations to dividends, director bonuses or reserves. We will consider voting against future income allocations, if profits grow and the company does not begin paying dividends. 2 Amend Articles to: Authorize Board to For Against Mgmt Determine Income Allocation - Update Terminology to Match that of New Corporate Law - Limit Rights of Odd-lot Holders - Limit Liability of Directors and Statutory Auditors The company seeks to update the terminology of its articles to match that of the new Corporate Law. Most of these changes are routine. However, at the same time, the company also seeks to make several more substantive changes. First, the company wants to limit the right of odd-lot shareholders to bring shareholder lawsuits. As odd-lot holders would be extremely unlikely to bring such lawsuits in Japan, where any funds recovered go to the company rather than the plaintiff, we do not view the limitation of their right to sue as especially consequential. Next, the company seeks the authority to impose limits on the legal liability of directors and internal auditors, and of non-executive statutory auditors in its service contracts with these individuals. These limitations would apply only where the individual in question acted in good faith, and would not apply in cases of gross negligence or criminal behavior. The limitations are seen as necessary in order to attract qualified candidates to serve in these positions. Accordingly, we would not oppose this amendment by itself. Finally, the company seeks to grant the board the authority to determine the allocation of income, including dividend payments, without a shareholder vote. We do not believe this is in shareholders' interest, and we therefore oppose this resolution. 3 Elect Directors For For Mgmt 3.1 Elect Director --- For Candidates 1 to 10 are all insiders. Candidates 9 - 10 are executives who are new to the board. Following this meeting, there will be no outsiders on the board. 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 4 Appoint Internal Statutory Auditor For For Mgmt The nominee for independent auditor, a licensed tax accountant in private practice, passes our test for independence. 5 Approve Retirement Bonus for Director For For Mgmt The retiring director is an insider, and we have no reason to oppose this resolution.
Fund: Principal Variable Contracts Fund - LargeCap Blend Fund Sub-Advisor: T.Rowe Price Associates, Inc. Vote Summary Report Jul 01, 2005 - Jun 30, 2006 Principal Variable Contracts Fund, Inc. - Large Cap Blend Series
Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted ---------------------------------------------------- ------------ ------------- -------------- ----------- ---------- ---------- -------------------------------------------------------------------------------------------------------------------------------- 07/12/05 - SThe Gillette Co. 375766102 05/19/05 8,900 1 Approve Merger Agreement For For Mgmt 2 Adjourn Meeting For For Mgmt 07/12/05 - SThe Procter & Gamble Company *PG* 742718109 05/19/05 27,300 1 Approve Merger Agreement For For Mgmt 2 Adjourn Meeting For For Mgmt 07/13/05 - ANextel Communications, Inc. 65332V103 05/20/05 6,200 1 Approve Merger Agreement For For Mgmt 2 Adjourn Meeting For For Mgmt 3 Elect Directors For For Mgmt 4 Ratify Auditors For For Mgmt 5 Approve Omnibus Stock Plan For For Mgmt 07/13/05 - ASprint Nextel Corp *S* 852061100 05/20/05 30,600 1 Increase Authorized Common Stock For For Mgmt 2 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt 3 Change Company Name For For Mgmt 4 Issue Shares in Connection with an For For Mgmt Acquisition 5 Adjourn Meeting For For Mgmt 6 Elect Directors For For Mgmt 7 Ratify Auditors For For Mgmt 8 Review Executive Compensation Against For ShrHoldr 07/15/05 - ADell Inc. *DELL* 24702R101 05/20/05 41,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Against For ShrHoldr Directors 4 Expense Stock Options Against Against ShrHoldr 07/18/05 - AResearch In Motion Ltd *RIM* 760975102 05/30/05 3,500 1 Elect Michael Lazardis, James Balsillie, For For Mgmt Douglas Fregin, Kendall Cork, James Estill, John Richardson and Douglas Wright as Directors 2 Approve Ernst & Young LLP as Auditors and For For Mgmt Authorize Board to Fix Remuneration of Auditors 3 Approve Restricted Share Unit Plan For For Mgmt 07/22/05 - AExelon Corp. *EXC* 30161N101 05/02/05 9,200 1 Issue Shares in Connection with an For For Mgmt Acquisition 2 Elect Directors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Ratify Auditors For For Mgmt 5 Approve Omnibus Stock Plan For For Mgmt 6 Approve Qualified Employee Stock Purchase For For Mgmt Plan 7 Adjourn Meeting For Against Mgmt 07/22/05 - ANational Oilwell Varco Inc. *NOV* 637071101 06/08/05 1,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 07/28/05 - AElectronic Arts Inc. *ERTS* 285512109 06/06/05 2,400 1 Elect Directors For Split Mgmt 1.1 Elect Director M. Richard Asher --- For 1.2 Elect Director Leonard S. Coleman --- For 1.3 Elect Director Gary M. Kusin --- For 1.4 Elect Director Gregory B. Maffei --- For 1.5 Elect Director Timothy Mott --- Withhold 1.6 Elect Director Vivek Paul --- For 1.7 Elect Director Robert W. Pittman --- For 1.8 Elect Director Lawrence F. Probst III --- For 1.9 Elect Director Linda J. Srere --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Qualified Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 08/03/05 - SSpectrasite, Inc. 84761M104 06/14/05 800 1 Approve Merger Agreement For For Mgmt 2 Adjourn Meeting For For Mgmt 08/04/05 - AXilinx, Inc. *XLNX* 983919101 06/06/05 9,000 1 Elect Directors For For Mgmt 2 Amend Qualified Employee Stock Purchase Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Require a Majority Vote for the Election of Against For ShrHoldr Directors 08/11/05 - AAmerican International Group, Inc. 026874107 06/24/05 29,600 *AIG* 1 Elect Directors For Split Mgmt 1.1 Elect Director M. Aidinoff --- For 1.2 Elect Director P. Chia --- For 1.3 Elect Director M. Cohen --- Withhold 1.4 Elect Director W. Cohen --- For 1.5 Elect Director M. Feldstein --- For 1.6 Elect Director E. Futter --- For 1.7 Elect Director S. Hammerman --- For 1.8 Elect Director C. Hills --- For 1.9 Elect Director R. Holbrooke --- For 1.10 Elect Director D. Kanak --- For 1.11 Elect Director G. Miles, Jr --- For 1.12 Elect Director M. Offit --- For 1.13 Elect Director M. Sullivan --- For 1.14 Elect Director E. Tse --- For 1.15 Elect Director F. Zarb --- For 2 Ratify Auditors For For Mgmt 08/23/05 - AH. J. Heinz Co. *HNZ* 423074103 06/03/05 3,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Hire Advisor/Maximize Shareholder Value Against Against ShrHoldr 4 Adopt Simple Majority Vote Against For ShrHoldr 08/25/05 - AMedtronic, Inc. *MDT* 585055106 07/01/05 14,100 1 Elect Directors For Split Mgmt 1.1 Elect Director Shirley Ann Jackson, Ph.D. --- For 1.2 Elect Director Denise M. O'Leary --- For 1.3 Elect Director Jean-Pierre Rosso --- For 1.4 Elect Director Jack W. Schuler --- Withhold 2 Ratify Auditors For For Mgmt 3 Approve Qualified Employee Stock Purchase For For Mgmt Plan 4 Amend Non-Employee Director Stock Option For For Mgmt Plan 08/26/05 - ARed Hat, Inc. *RHAT* 756577102 06/27/05 17,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 09/16/05 - ASymantec Corp. *SYMC* 871503108 07/25/05 7,491 1 Elect Directors For Split Mgmt 1.1 Elect Director Gary L. Bloom --- For 1.2 Elect Director Michael Brown --- For 1.3 Elect Director William T. Coleman --- For 1.4 Elect Director David L. Mahoney --- For 1.5 Elect Director Robert S. Miller --- Withhold 1.6 Elect Director George Reyes --- For 1.7 Elect Director David Roux --- For 1.8 Elect Director Daniel H. Schulman --- For 1.9 Elect Director John W. Thompson --- For 1.10 Elect Director V. Paul Unruh --- For 2 Ratify Auditors For For Mgmt 09/20/05 - AFlextronics International Ltd. *FLEX* Y2573F102 07/29/05 14,500 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 RE-APPOINTMENT OF MR. PATRICK FOLEY AS A For For Mgmt DIRECTOR OF THE COMPANY. 3 Ratify Auditors For For Mgmt 4 TO APPROVE THE AUTHORIZATION FOR THE For For Mgmt DIRECTORS OF THE COMPANY TO ALLOT AND ISSUE ORDINARY SHARES. 5 TO APPROVE THE DIRECTOR CASH COMPENSATION For For Mgmt AND ADDITIONAL CASH COMPENSATION FOR THE CHAIRMAN OF THE AUDIT COMMITTEE (IF APPOINTED) AND FOR COMMITTEE PARTICIPATION. 6 TO APPROVE THE PROPOSED RENEWAL OF THE For For Mgmt SHARE PURCHASE MANDATE RELATING TO ACQUISITIONS BY THE COMPANY OF ITS OWN ISSUED ORDINARY SHARES. 09/20/05 - ANike, Inc. *NKE* 654106103 07/25/05 2,800 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt 4 Amend Omnibus Stock Plan For Against Mgmt 5 Ratify Auditors For For Mgmt 09/23/05 - ABiomet, Inc. *BMET* 090613100 07/26/05 3,400 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 3 Ratify Auditors For For Mgmt 09/26/05 - AGeneral Mills, Inc. *GIS* 370334104 07/28/05 9,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Hire Advisor/Maximize Shareholder Value Against Against ShrHoldr 10/10/05 - AOracle Corp. *ORCL* 68389X105 08/15/05 39,200 1 Elect Directors For Split Mgmt 1.1 Elect Director Jeffrey O. Henley --- For 1.2 Elect Director Lawrence J. Ellison --- For 1.3 Elect Director Donald L. Lucas --- For 1.4 Elect Director Michael J. Boskin --- For 1.5 Elect Director Jack F. Kemp --- For 1.6 Elect Director Jeffrey S. Berg --- For 1.7 Elect Director Safra A. Catz --- For 1.8 Elect Director Hector Garcia-Molina --- For 1.9 Elect Director Joseph A. Grundfest --- For 1.10 Elect Director H. Raymond Bingham --- Withhold 1.11 Elect Director Charles E. Phillips, Jr. --- For 2 Approve Executive Incentive Bonus Plan For For Mgmt 3 Ratify Auditors For For Mgmt 10/11/05 - AThe Procter & Gamble Company *PG* 742718109 08/12/05 28,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Articles For For Mgmt 4 Declassify the Board of Directors For For Mgmt 5 Report on Animal Welfare Policy Against Against ShrHoldr 6 Seek Sale of Company/Assets Against Against ShrHoldr 7 Report on Political Contributions Against Against ShrHoldr 10/18/05 - A* Cintas Corp. *CTAS* 172908105 08/22/05 1,300 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Separate Chairman and CEO Positions Against For ShrHoldr 5 Require a Majority Vote for the Election of Against For ShrHoldr Directors 10/24/05 - SNextel Partners, Inc. 65333F107 09/09/05 10,600 1 Approve Exercise of Put Right For For Mgmt 2 Adjourn Meeting For For Mgmt 10/27/05 - A* First Marblehead Corp *FMD* 320771108 09/15/05 5,900 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 11/02/05 - ACardinal Health, Inc. *CAH* 14149Y108 09/09/05 5,300 1 Elect Directors For Split Mgmt 1.1 Elect Director J. Michael Losh --- For 1.2 Elect Director John B. McCoy --- Withhold 1.3 Elect Director Michael D. O'Halleran --- For 1.4 Elect Director Jean G. Spaulding, M.D. --- Withhold 1.5 Elect Director Matthew D. Walter --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Declassify the Board of Directors For For Mgmt 11/02/05 - ALinear Technology Corp. *LLTC* 535678106 09/06/05 4,600 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert H. Swanson, Jr. --- For 1.2 Elect Director David S. Lee --- Withhold 1.3 Elect Director Lothar Maier --- For 1.4 Elect Director Leo T. McCarthy --- For 1.5 Elect Director Richard M. Moley --- For 1.6 Elect Director Thomas S. Volpe --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Qualified Employee Stock Purchase For For Mgmt Plan 4 Approve Executive Incentive Bonus Plan For For Mgmt 5 Ratify Auditors For For Mgmt 11/04/05 - AKLA-Tencor Corp. *KLAC* 482480100 09/06/05 3,800 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Require a Majority Vote for the Election of Against For ShrHoldr Directors 11/08/05 - AAutomatic Data Processing, Inc. *ADP* 053015103 09/09/05 9,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 11/08/05 - AMeredith Corp. *MDP* 589433101 09/09/05 500 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert E. Lee --- For 1.2 Elect Director David J. Londoner --- For 1.3 Elect Director Philip A. Marineau --- For 1.4 Elect Director Charles D. Peebler, Jr. --- Withhold 2 Employ Financial Advisor to Explore Against For ShrHoldr Alternatives to Maximize Value 11/09/05 - AMicrosoft Corp. *MSFT* 594918104 09/09/05 97,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 11/11/05 - ASYSCO Corporation *SYY* 871829107 09/13/05 6,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt 4 Approve Stock/Cash Award to Executive For For Mgmt 5 Approve Non-Employee Director Omnibus Stock For For Mgmt Plan 11/15/05 - ACisco Systems, Inc. *CSCO* 17275R102 09/16/05 69,000 1 Elect Directors For For Mgmt 2 Approve Stock Option Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Review/Limit Executive Compensation Against For ShrHoldr 5 Report on Pay Disparity Against Against ShrHoldr 6 Report on Human Rights Policy Against Against ShrHoldr 11/16/05 - APall Corp. *PLL* 696429307 09/27/05 4,800 1 Elect Directors For For Mgmt 2 Amend Qualified Employee Stock Purchase Plan For For Mgmt 11/18/05 - ACampbell Soup Co. *CPB* 134429109 09/21/05 7,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 11/18/05 - ANetIQ Corporation 64115P102 09/23/05 4,200 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For For Mgmt 3 Ratify Auditors For For Mgmt 11/25/05 - ABHP Billiton Limited (Formerly BHP 088606108 09/15/05 3,500 Ltd.) *BHP* Meeting for Holders of ADRs 1 TO RECEIVE THE FINANCIAL STATEMENTS AND For For Mgmt REPORTS OF BHP BILLITON PLC. 2 TO RECEIVE THE FINANCIAL STATEMENTS AND For For Mgmt REPORTS OF BHP placeBILLITON LIMITED. 3 Elect Directors For For Mgmt 4 Ratify Auditors For For Mgmt 5 TO RENEW THE GENERAL AUTHORITY TO ALLOT For For Mgmt SHARES IN BHP placeBILLITON PLC. 6 TO RENEW THE DISAPPLICATION OF PRE-EMPTION For For Mgmt RIGHTS IN BHP BILLITON PLC. 7 TO APPROVE THE RE-PURCHASE OF SHARES IN BHP For For Mgmt BILLITON PLC. 8 TO APPROVE THE REMUNERATION REPORT. For For Mgmt 9 TO APPROVE THE GRANT OF AWARDS OF MR C W For For Mgmt GOODYEAR UNDER THE GIS AND THE LTIP. 10 TO APPROVE THE GRANT OF AWARDS TO MR M For For Mgmt SALAMON UNDER THE GIS AND THE LTIP. 11 TO APPROVE THE AMENDMENTS TO THE ARTICLES For For Mgmt OF ASSOCIATION OF BHP BILLITON PLC. 12 TO APPROVE THE AMENDMENTS TO THE For For Mgmt CONSTITUTION OF BHP placeBILLITON LIMITED. 12/01/05 - SValero Energy Corp. *VLO* 91913Y100 11/02/05 2,200 1 Increase Authorized Common Stock For For Mgmt 12/15/05 - AWMS Industries Inc. *WMS* 929297109 10/19/05 5,700 1 Elect Directors For Split Mgmt 1.1 Elect Director Louis J. Nicastro --- For 1.2 Elect Director Brian R. Gamache --- For 1.3 Elect Director Norman J. Menell --- For 1.4 Elect Director Harold H. Bach, Jr. --- For 1.5 Elect Director William C. Bartholomay --- Withhold 1.6 Elect Director Neil D. Nicastro --- For 1.7 Elect Director Edward W. Rabin Jr. --- For 1.8 Elect Director Harvey Reich --- For 1.9 Elect Director Ira S. Sheinfeld --- For 1.10 Elect Director William J. Vareschi, Jr. --- For 2 Ratify Auditors For For Mgmt 12/16/05 - AIntuit Inc. *INTU* 461202103 10/24/05 500 1 Elect Directors For Split Mgmt 1.1 Elect Director Stephen M. Bennett --- For 1.2 Elect Director Christopher W. Brody --- For 1.3 Elect Director William V. Campbell --- For 1.4 Elect Director Scott D. Cook --- For 1.5 Elect Director L. John Doerr --- For 1.6 Elect Director Donna L. Dubinsky --- For 1.7 Elect Director Michael R. Hallman --- For 1.8 Elect Director Dennis D. Powell --- For 1.9 Elect Director Stratton D. Sclavos --- Withhold 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 12/22/05 - AMatrixOne, Inc. 57685P304 10/25/05 8,400 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt 3 Amend Omnibus Stock Plan For Against Mgmt 4 Approve Repricing of Options For Against Mgmt 5 Amend Qualified Employee Stock Purchase Plan For For Mgmt 6 Ratify Auditors For For Mgmt 7 Adjourn Meeting For Against Mgmt 01/04/06 - STD Ameritrade Holdings Corp. *AMTD* 03074K100 11/16/05 13,200 1 Issue Shares in Connection with an For For Mgmt Acquisition 2 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt 3 Amend Articles/Bylaws/Charter to Include For For Mgmt Antitakeover Provision(s) 4 Increase Authorized Common Stock For For Mgmt 5 Eliminate Right to Act by Written Consent For For Mgmt 6 Approve Increase in Size of Board For For Mgmt 7 Amend Nomination Procedures for the Board For For Mgmt 8 Approve A Position Which Allocates For For Mgmt Corporate Opportunities 9 Amend Omnibus Stock Plan For For Mgmt 10 Amend Non-Employee Director Omnibus Stock For For Mgmt Plan 11 Adjourn Meeting For For Mgmt 01/11/06 - A* Walgreen Co. *WAG* 931422109 11/14/05 15,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Stock Option Plan For For Mgmt 01/17/06 - AMonsanto Co. *MON* 61166W101 11/18/05 3,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 4 Report on Political Contributions Against Against ShrHoldr 5 Separate Chairman and CEO Positions Against For ShrHoldr 01/19/06 - AFamily Dollar Stores, Inc. *FDO* 307000109 11/22/05 7,700 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 01/19/06 - A* Jabil Circuit, Inc. *JBL* 466313103 11/28/05 9,400 1 Elect Directors For Split Mgmt 1.1 Elect Director Laurence S. Grafstein --- For 1.2 Elect Director Mel S. Lavitt --- For 1.3 Elect Director Timothy L. Main --- For 1.4 Elect Director William D. Morean --- For 1.5 Elect Director Lawrence J. Murphy --- For 1.6 Elect Director Frank A. Newman --- Withhold 1.7 Elect Director Steven A. Raymund --- For 1.8 Elect Director Thomas A. Sansone --- For 1.9 Elect Director Kathleen A. Walters --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt 4 Amend Qualified Employee Stock Purchase Plan For For Mgmt 5 Ratify Auditors For For Mgmt 6 Other Business For Against Mgmt 01/25/06 - AJohnson Controls, Inc. *JCI* 478366107 11/17/05 300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt 01/26/06 - AD.R. Horton, Inc. *DHI* 23331A109 12/01/05 5,800 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Report on Energy Efficiency Against Against ShrHoldr 5 Other Business For Against Mgmt 01/26/06 - AFranklin Resources, Inc. *BEN* 354613101 11/30/05 2,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 01/31/06 - ABJ Services Company *BJS* 055482103 12/06/05 4,400 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Adjourn Meeting For Against Mgmt 02/01/06 - AACCENTURE LTD placeBERMUDA *ACN* G1150G111 12/05/05 10,800 Meeting for Holders of ADRs 1 APPOINTMENT OF THE FOLLOWING NOMINEE TO THE For For Mgmt BOARD OF DIRECTORS: DINA DUBLON 2 APPOINTMENT OF THE FOLLOWING NOMINEE TO THE For For Mgmt BOARD OF DIRECTORS: WILLIAM D. GREEN 3 Ratify Auditors For For Mgmt 02/03/06 - SPotlatch Corp. *PCH* 737628107 12/30/05 1,800 1 Approve Merger Agreement For For Mgmt 2 Adjourn Meeting For For Mgmt 02/07/06 - ARockwell Collins, Inc. *placeStateCOL* 774341101 12/09/05 6,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Approve Executive Incentive Bonus Plan For For Mgmt 02/08/06 - AStarbucks Corp. *SBUX* 855244109 12/01/05 12,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt 02/16/06 - SCelgene Corp. *CELG* 151020104 01/17/06 1,000 1 Increase Authorized Common Stock For For Mgmt 02/21/06 - AHealth Management Associates, Inc. 421933102 12/23/05 1,500 *HMA* 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director Restricted For For Mgmt Stock Plan 3 Ratify Auditors For For Mgmt 02/22/06 - ADeere & Co. *DE* 244199105 12/31/05 9,900 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 03/01/06 - AAgilent Technologies Inc. *A* 00846U101 01/03/06 420 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt 03/07/06 - AInternational Game Technology *IGT* 459902102 01/09/06 13,000 1 Elect Directors For Split Mgmt 1.1 Elect Director Neil Barsky --- Withhold 1.2 Elect Director Robert A. Bittman --- For 1.3 Elect Director Richard R. Burt --- For 1.4 Elect Director Leslie S. Heisz --- For 1.5 Elect Director Robert A. Mathewson --- For 1.6 Elect Director Thomas J. Matthews --- For 1.7 Elect Director Robert Miller --- For 1.8 Elect Director Frederick B. Rentschler --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Qualified Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 03/07/06 - AQUALCOMM Inc. *QCOM* 747525103 01/06/06 21,500 1 Elect Directors For Withhold Mgmt 2 Declassify the Board and Eliminate For For Mgmt Cumulative Voting 3 Amend Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 5 Adjourn Meeting For Against Mgmt 03/09/06 - ACabot Corp. *CBT* 127055101 01/17/06 3,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For Against Mgmt 4 Approve Non-Employee Director Stock Option For For Mgmt Plan 03/09/06 - ATD Ameritrade Holdings Corp. *AMTD* 03074K100 01/26/06 13,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Other Business For Against Mgmt 03/09/06 - ATyco International Ltd. *TYC* 902124106 01/09/06 30,700 Meeting for Holders of ADRs 1 SET THE MAXIMUM NUMBER OF DIRECTORS AT 12 For For Mgmt 2 Elect Directors For Split Mgmt 2.1 Elect Director Dennis C. Blair --- For 2.2 Elect Director Edward D. Breen --- For 2.3 Elect Director Brian Duperreault --- For 2.4 Elect Director Bruce S. Gordon --- For 2.5 Elect Director Rajiv L. Gupta --- For 2.6 Elect Director John A. Krol --- For 2.7 Elect Director Mackey J. Mcdonald --- Withhold 2.8 Elect Director H. Carl Mccall --- For 2.9 Elect Director Brendan R. O'Neill --- For 2.10 Elect Director Sandra S. Wijnberg --- For 2.11 Elect Director Jerome B. York --- For 3 AUTHORIZATION FOR THE BOARD OF DIRECTORS TO For For Mgmt APPOINT AN ADDITIONAL DIRECTOR TO FILL THE VACANCY PROPOSED TO BE CREATED ON THE BOARD 4 Ratify Auditors For For Mgmt 03/10/06 - SDuke Energy Corp. *DUK* 264399106 01/17/06 19,900 1 Approve Merger Agreement For For Mgmt 03/10/06 - AThe Walt Disney Company *DIS* 254687106 01/09/06 7,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Company-Specific -- Shareholder Against Against ShrHoldr Miscellaneous 4 Report on Vendor Standards in Against Against ShrHoldr placecountry-regionChina 03/14/06 - AAnalog Devices, Inc. *ADI* 032654105 01/13/06 14,900 1 Elect Directors For Split Mgmt 1.1 Elect Director James A. Champy --- Withhold 1.2 Elect Director Kenton J. Sicchitano --- For 1.3 Elect Director Lester C. Thurow --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Require a Majority Vote for the Election of Against For ShrHoldr Directors 03/20/06 - SJefferson-Pilot Corp. 475070108 02/03/06 1,700 1 Approve Merger Agreement For For Mgmt 2 Adjourn Meeting For For Mgmt 03/20/06 - SLincoln National Corp. *LNC* 534187109 02/03/06 4,600 1 Issue Shares in Connection with an For For Mgmt Acquisition 2 Adjourn Meeting For For Mgmt 03/28/06 - AFifth Third Bancorp *FITB* 316773100 01/31/06 36,600 1 Elect Directors For Withhold Mgmt 2 Amend Articles/Bylaws/Eliminate For For Mgmt super-majority voting requirements 3 Declassify the Board of Directors For For Mgmt 4 Amend Nonqualified Employee Stock Purchase For For Mgmt Plan 5 Ratify Auditors For For Mgmt 03/30/06 - ALennar Corp. *LEN* 526057104 02/06/06 3,100 1 Elect Directors For Split Mgmt 1.1 Elect Director Steven L. Gerard --- Withhold 1.2 Elect Director Sidney Lapidus --- For 2 Declassify the Board of Directors Against For ShrHoldr 3 Performance-Based and/or Time-Based Equity Against Against ShrHoldr Awards 03/30/06 - SNabors Industries, Ltd. *NBR* G6359F103 02/17/06 2,200 Meeting for Holders of ADRs 1 Increase Authorized Common Stock For For Mgmt 03/30/06 - ANokia Corp. 654902204 02/06/06 17,600 Meeting for Holders of ADRs 1 APPROVAL OF THE INCOME STATEMENTS AND THE For For Mgmt BALANCE SHEETS. 2 PROPOSAL TO THE ANNUAL GENERAL MEETING OF A For For Mgmt DIVIDEND OF EUR 0.37 PER SHARE. 3 APPROVAL OF THE DISCHARGE OF THE CHAIRMAN, For For Mgmt THE MEMBERS OF THE BOARD OF DIRECTORS AND THE PRESIDENT FROM LIABILITY. 4 APPROVAL OF THE REMUNERATION TO BE PAID TO For For Mgmt THE MEMBERS OF THE BOARD OF DIRECTORS. 5 PROPOSAL ON THE NUMBER OF MEMBERS OF THE For For Mgmt BOARD OF DIRECTORS AS PROPOSED BY THE CORPORATE GOVERNANCE AND NOMINATION COMMITTEE. 6 Elect Directors For For Mgmt 7 APPROVAL OF THE REMUNERATION TO BE PAID TO For For Mgmt THE AUDITOR. 8 APPROVAL OF THE RE-ELECTION OF For For Mgmt PRICEWATERHOUSECOOPERS OY AS THE AUDITORS FOR FISCAL YEAR 2006. 9 PROPOSAL OF THE BOARD TO REDUCE THE SHARE For For Mgmt CAPITAL THROUGH CANCELLATION OF NOKIA SHARES HELD BY COMPANY. 10 AUTHORIZATION TO THE BOARD TO INCREASE THE For For Mgmt SHARE CAPITAL OF THE COMPANY. 11 AUTHORIZATION TO THE BOARD TO REPURCHASE For For Mgmt NOKIA SHARES. 12 AUTHORIZATION TO THE BOARD TO DISPOSE NOKIA For For Mgmt SHARES HELD BY THE COMPANY. 13 MARK THE FOR BOX IF YOU WISH TO INSTRUCT For Against Mgmt NOKIA S LEGAL COUNSELS TO VOTE IN THEIR DISCRETION ON YOUR BEHALF ONLY UPON ITEM 13. 03/31/06 - SBoston Scientific Corp. *BSX* 101137107 02/22/06 24,900 1 Increase Authorized Common Stock For For Mgmt 2 Issue Shares in Connection with an For For Mgmt Acquisition 03/31/06 - AThe Goldman Sachs Group, Inc. 38141G104 01/30/06 6,500 1 Elect Directors For For Mgmt 2 Amend Restricted Partner Compensation Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/04/06 - AMorgan Stanley *MS* 617446448 02/03/06 7,900 1 Elect Directors For Split Mgmt 1.1 Elect Director Roy J. Bostock --- For 1.2 Elect Director Erskine B. Bowles --- For 1.3 Elect Director C. Robert Kidder --- For 1.4 Elect Director John J. Mack --- For 1.5 Elect Director Donald T. Nicolaisen --- For 1.6 Elect Director Hutham S. Olayan --- For 1.7 Elect Director O. Griffith Sexton --- For 1.8 Elect Director Howard J. Davies --- For 1.9 Elect Director Charles H. Noski --- For 1.10 Elect Director Laura D'Andrea Tyson --- For 1.11 Elect Director Klaus Zumwinkel --- Withhold 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt 4 Amend Articles/Bylaws/Remove plurality For For Mgmt voting for directors 5 Amend Articles/Bylaws/Eliminate For For Mgmt supermajority voting requirements 6 Require a Majority Vote for the Election of Against For ShrHoldr Directors 7 Amend Vote Requirements to Amend Against For ShrHoldr Articles/Bylaws/Charter 8 Submit Severance Agreement (Change in Against For ShrHoldr Control) to shareholder Vote 04/05/06 - ALehman Brothers Holdings Inc. *LEH* 524908100 02/10/06 4,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Declassify the Board of Directors For For Mgmt 04/05/06 - ANOVA Chemicals Corporation *NCX.* 66977W109 02/24/06 8 1 Elect Directors For For Mgmt 2 Ratify Ernst & Young LLP as Auditors For For Mgmt 04/12/06 - ASchlumberger Ltd. *SLB* 806857108 03/01/06 13,800 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 ADOPTION AND APPROVAL OF FINANCIALS AND For For Mgmt DIVIDENDS 3 ADOPTION OF AMENDMENT TO THE ARTICLES OF For For Mgmt INCORPORATION 4 APPROVAL OF AMENDMENT AND RESTATEMENT OF For For Mgmt THE SCHLUMBERGER 2005 STOCK OPTION PLAN 5 APPROVAL OF INDEPENDENT REGISTERED PUBLIC For For Mgmt ACCOUNTING FIRM 04/12/06 - AUnited Technologies Corp. *UTX* 913017109 02/14/06 5,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Establish Term Limits for Directors Against Against ShrHoldr 5 Report on Foreign Sales of Military Products Against Against ShrHoldr 04/18/06 - ACitigroup Inc. *C* 172967101 02/24/06 74,260 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Reduce Supermajority Vote Requirement For For Mgmt 4 Reduce Supermajority Vote Requirement For For Mgmt 5 Reduce Supermajority Vote Requirement For For Mgmt 6 End Issuance of Options and Prohibit Against Against ShrHoldr Repricing 7 Report on Political Contributions Against Against ShrHoldr 8 Report on Charitable Contributions Against Against ShrHoldr 9 Performance-Based Equity Awards Against For ShrHoldr 10 Reimbursement of Expenses Incurred by Against Against ShrHoldr Shareholder(s) 11 Separate Chairman and CEO Positions Against Against ShrHoldr 12 Clawback of Payments Under Restatement Against Against ShrHoldr 04/18/06 - AFirst Horizon National Corp *FHN* 320517105 02/24/06 11,900 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/18/06 - AGannett Co., Inc. *GCI* 364730101 02/24/06 2,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Declassify the Board of Directors Against For ShrHoldr 5 Separate Chairman and CEO Positions Against For ShrHoldr 04/18/06 - AInvestors Financial Services Corp. 461915100 02/23/06 5,800 *IFIN* 1 Elect Directors For For Mgmt 2 Approve/Amend Executive Incentive Bonus Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/18/06 - ASprint Nextel Corp *S* 852061100 02/28/06 45,045 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Against For ShrHoldr Directors 4 Restore or Provide for Cumulative Voting Against For ShrHoldr 04/18/06 - ASunTrust Banks, Inc. *STI* 867914103 02/28/06 3,300 1 Elect Directors For Split Mgmt 1.1 Elect Director J. Hyatt Brown --- Withhold 1.2 Elect Director Alston D. Correll --- For 1.3 Elect Director David H. Hughes --- For 1.4 Elect Director E. Neville Isdell --- For 1.5 Elect Director G. Gilmer Minor, III --- For 1.6 Elect Director Thomas M. Garrott --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr 04/18/06 - AThe Hershey Co *HSY* 427866108 02/17/06 4,200 1 Elect Directors For Split Mgmt 1.1 Elect Director Jon A. Boscia --- For 1.2 Elect Director Robert H. Campbell --- For 1.3 Elect Director Robert F. Cavanaugh --- For 1.4 Elect Director Gary P. Coughlan --- For 1.5 Elect Director Harriet Edelman --- For 1.6 Elect Director Bonnie G. Hill --- For 1.7 Elect Director Alfred F. Kelly, Jr. --- For 1.8 Elect Director Richard H. Lenny --- For 1.9 Elect Director Mackey J. McDonald --- Withhold 1.10 Elect Director Marie J. Toulantis --- For 2 Ratify Auditors For For Mgmt 3 Report on placeCocoa Supply Against Against ShrHoldr 04/18/06 - Aplacecountry-regionU.S. Bancorp *USB* 902973304 02/27/06 22,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt 4 Declassify the Board of Directors Against For ShrHoldr 5 Approve Report of the Compensation Committee Against For ShrHoldr 04/18/06 - AWachovia Corp. *WB* 929903102 02/22/06 14,900 1 Elect Directors For Split Mgmt 1.1 Elect Director William H. Goodwin, Jr. --- For 1.2 Elect Director Robert A. Ingram --- For 1.3 Elect Director Mackey J. McDonald --- Withhold 1.4 Elect Director Lanty L. Smith --- For 1.5 Elect Director Ruth G. Shaw --- For 1.6 Elect Director Ernest S. Rady --- For 2 Ratify Auditors For For Mgmt 3 Submit Severance Agreement (Change in Against For ShrHoldr Control) to shareholder Vote 4 Report on Political Contributions Against Against ShrHoldr 5 Separate Chairman and CEO Positions Against Against ShrHoldr 6 Require a Majority Vote for the Election of Against For ShrHoldr Directors 04/18/06 - AWashington Mutual, Inc *WM* 939322103 02/24/06 8,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Approve Executive Incentive Bonus Plan For For Mgmt 5 Declassify the Board of Directors For For Mgmt 6 Report on Political Contributions Against For ShrHoldr 04/19/06 - AC. R. Bard, Inc. *BCR* 067383109 02/27/06 3,400 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Non-Employee Director Stock Option For For Mgmt Plan 4 Amend Qualified Employee Stock Purchase Plan For For Mgmt 5 Ratify Auditors For For Mgmt 6 Adopt ILO Standards Against Against ShrHoldr 04/19/06 - SChiron Corp. 170040109 03/03/06 1,800 1 Approve Merger Agreement For For Mgmt 2 Other Business For Against Mgmt 3 Adjourn Meeting For For Mgmt 04/19/06 - ADow Jones & Co., Inc. *DJ* 260561105 02/24/06 1,300 1 Elect Directors For Split Mgmt 1.1 Elect Director Lewis B. Campbell --- For 1.2 Elect Director Harvey Golub --- For 1.3 Elect Director Irvine O. Hockaday, Jr. --- For 1.4 Elect Director Dieter von Holtzbrinck --- Withhold 1.5 Elect Director M. Peter McPherson --- For 1.6 Elect Director Frank N. Newman --- For 1.7 Elect Director William C. Steere, Jr. --- For 1.8 Elect Director Christopher Bancroft --- For 1.9 Elect Director Eduardo Castro-Wright --- For 1.10 Elect Director Michael B. Elefante --- For 1.11 Elect Director John M. Engler --- For 1.12 Elect Director Leslie Hill --- For 1.13 Elect Director Peter R. Kann --- For 1.14 Elect Director David K.P. Li --- Withhold 1.15 Elect Director Elizabeth Steele --- For 1.16 Elect Director Richard F. Zannino --- For 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt 4 Separate Chairman and CEO Positions Against For ShrHoldr 5 Company-Specific -- Disclosure of Against Against ShrHoldr Shareholder Proposals 04/19/06 - AState Street Corp. (Boston) 857477103 02/24/06 7,400 *STT* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Amend Executive Incentive Bonus Plan For For Mgmt 5 Submit Shareholder Rights Plan (Poison Against For ShrHoldr Pill) to Shareholder Vote 04/19/06 - A* The Coca-Cola Company *KO* 191216100 02/21/06 29,300 1 Elect Directors For Split Mgmt 1.1 Elect Director Herbert A. Allen --- For 1.2 Elect Director Ronald W. Allen --- For 1.3 Elect Director Cathleen P. Black --- For 1.4 Elect Director Barry Diller --- Withhold 1.5 Elect Director E. Neville Isdell --- For 1.6 Elect Director Donald R. Keough --- For 1.7 Elect Director Donald F. McHenry --- For 1.8 Elect Director Sam Nunn --- For 1.9 Elect Director James D. Robinson, III --- For 1.10 Elect Director Peter V. Ueberroth --- For 1.11 Elect Director James B. Williams --- For 2 Ratify Auditors For For Mgmt 3 Amend Restricted Stock Plan For For Mgmt 4 Report on Charitable Contributions Against Against ShrHoldr 5 Review/ Report on Recycling Policy Against Against ShrHoldr 6 Performance-Based and/or Time-Based Equity Against Against ShrHoldr Awards 7 Report on Environmental Liabilities in Against Against ShrHoldr placecountry-regionIndia 8 Sponsor Independent Inquiry into Operations Against Against ShrHoldr in Columbia 04/20/06 - ACarnival Corp. *CCL* 143658300 02/21/06 7,900 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 TO AUTHORIZE THE AUDIT COMMITTEE OF For For Mgmt CARNIVAL PLC TO AGREE TO THE REMUNERATION OF THE INDEPENDENT AUDITORS. 4 TO RECEIVE THE ACCOUNTS AND REPORTS FOR For For Mgmt CARNIVAL PLC FOR THE FINANCIAL YEAR ENDED NOVEMBER 30, 2005. 5 TO APPROVE THE DIRECTORS REMUNERATION For For Mgmt REPORT OF CARNIVAL PLC. 6 TO APPROVE LIMITS ON THE AUTHORITY TO ALLOT For For Mgmt SHARES BY CARNIVAL PLC. 7 TO APPROVE THE DISAPPLICATION OF For For Mgmt PRE-EMPTION RIGHTS FOR CARNIVAL PLC. 8 TO APPROVE A GENERAL AUTHORITY FOR CARNIVAL For For Mgmt PLC TO BUY BACK CARNIVAL PLC ORDINARY SHARES IN THE OPEN MARKET. 04/20/06 - AGenentech, Inc. *DNA* 368710406 02/22/06 1,400 1 Elect Directors For Split Mgmt 1.1 Elect Director Herbert W. Boyer --- Withhold 1.2 Elect Director William M. Burns --- Withhold 1.3 Elect Director Erich Hunziker --- Withhold 1.4 Elect Director Jonathan K.C. Knowles --- Withhold 1.5 Elect Director Arthur D. Levinson --- Withhold 1.6 Elect Director Debra L. Reed --- For 1.7 Elect Director Charles A. Sanders --- For 2 Amend Qualified Employee Stock Purchase Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/20/06 - ATexas Instruments Inc. *TXN* 882508104 02/21/06 13,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/20/06 - AWeyerhaeuser Co. *WY* 962166104 02/24/06 3,500 1 Elect Directors For For Mgmt 2 Require a Majority Vote for the Election of Against For ShrHoldr Directors 3 Adopt Simple Majority Vote Requirement Against For ShrHoldr 4 Performance-Based and/or Time-Based Equity Against Against ShrHoldr Awards 5 Report on Feasibility of Earning Against Against ShrHoldr placeForest Stewardship Council Certification 6 Separate Chairman and CEO Positions Against For ShrHoldr 7 Ratify Auditors For For Mgmt 04/21/06 - AAlcoa Inc. *AA* 013817101 01/23/06 6,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/21/06 - AKellogg Co. *K* 487836108 03/01/06 6,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt 4 Sustainability Report Against Against ShrHoldr 04/21/06 - AThe Progressive Corp. *PGR* 743315103 02/22/06 3,200 1 Elect Directors For Split Mgmt 1.1 Elect Director Stephen R. Hardis --- Withhold 1.2 Elect Director Philip A. Laskawy --- For 1.3 Elect Director Norman S. Matthews --- For 1.4 Elect Director Bradley T. Sheares, Ph. D --- For 2 Increase Authorized Common Stock For For Mgmt 3 Ratify Auditors For For Mgmt 04/24/06 - AAmerican Express Co. *AXP* 025816109 02/28/06 14,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Limit/Prohibit Executive Stock-Based Awards Against Against ShrHoldr 4 Require a Majority Vote for the Election of Against For ShrHoldr Directors 5 Exclude Reference to Sexual Orientation Against Against ShrHoldr from the Company's EEO Statement 6 Company-Specific -- Reimbursement of Against Against ShrHoldr Expenses for Certain Shareholder-Nominated Director Candidates 04/24/06 - ABellSouth Corp. *BLS* 079860102 03/06/06 68,400 1 Elect Directors For Split Mgmt 1.1 Elect Director F. D. Ackerman --- For 1.2 Elect Director R. V. Anderson --- For 1.3 Elect Director J. H. Blanchard --- For 1.4 Elect Director J. H. Brown --- Withhold 1.5 Elect Director A. M. Codina --- For 1.6 Elect Director M. L. Feidler --- For 1.7 Elect Director K. F. Feldstein --- For 1.8 Elect Director J. P. Kelly --- For 1.9 Elect Director L. F. Mullin --- For 1.10 Elect Director R. B. Smith --- For 1.11 Elect Director W. S. Stavropoulos --- For 2 Ratify Auditors For For Mgmt 3 Political Contributions/Activities Against Against ShrHoldr 04/24/06 - AEli Lilly and placeCo. *LLY* 532457108 02/15/06 15,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Animal Welfare Policy Against Against ShrHoldr 4 Separate Chairman and CEO Positions Against For ShrHoldr 5 Declassify the Board of Directors Against For ShrHoldr 6 Require a Majority Vote for the Election of Against For ShrHoldr Directors 04/24/06 - AHoneywell International, Inc. *HON* 438516106 02/24/06 19,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Approve Non-Employee Director Omnibus Stock For For Mgmt Plan 5 Require a Majority Vote for the Election of Against For ShrHoldr Directors 6 Compensation- Director Compensation Against Against ShrHoldr 7 Claw-back of Payments under Restatements Against For ShrHoldr 8 Report on Public Welfare Initiative Against Against ShrHoldr 9 Eliminate or Restrict Severance Agreements Against For ShrHoldr (Change-in-Control) 04/25/06 - A* Fortune Brands, Inc. *FO* 349631101 02/24/06 2,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr 4 Performance-Based and/or Time-Based Equity Against Against ShrHoldr Awards 04/25/06 - AGoodrich Corporation *GR* 382388106 03/06/06 6,400 1 Elect Directors For Split Mgmt 1.1 Elect Director Diane C. Creel --- Withhold 1.2 Elect Director George A. Davidson, Jr. --- For 1.3 Elect Director Harris E. DeLoach, Jr. --- For 1.4 Elect Director James W. Griffith --- For 1.5 Elect Director William R. Holland --- For 1.6 Elect Director John P. Jumper --- For 1.7 Elect Director Marshall O. Larsen --- For 1.8 Elect Director Douglas E. Olesen --- For 1.9 Elect Director Alfred M. Rankin, Jr. --- For 1.10 Elect Director James R. Wilson --- For 1.11 Elect Director A. Thomas Young --- For 2 Ratify Auditors For For Mgmt 04/25/06 - AHarrah's Entertainment, Inc. *HET* 413619107 02/27/06 2,800 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/25/06 - AInternational Business Machines Corp. 459200101 02/24/06 21,900 *IBM* 1 Elect Directors For Split Mgmt 1.1 Elect Director Cathleen Black --- For 1.2 Elect Director Kenneth I. Chenault --- For 1.3 Elect Director Juergen Dormann --- For 1.4 Elect Director Michael L. Eskew --- Withhold 1.5 Elect Director Shirley Ann Jackson --- For 1.6 Elect Director Minoru Makihara --- For 1.7 Elect Director Lucio A. Noto --- For 1.8 Elect Director James W. Owens --- For 1.9 Elect Director Samuel J. Palmisano --- For 1.10 Elect Director Joan E. Spero --- For 1.11 Elect Director Sidney Taurel --- For 1.12 Elect Director Charles M. Vest --- For 1.13 Elect Director Lorenzo H. Zambrano --- Withhold 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against For ShrHoldr 4 Evaluate Age Discrimination in Retirement Against Against ShrHoldr Plans 5 Time-Based Equity Awards Against For ShrHoldr 6 Increase Disclosure of Executive Against For ShrHoldr Compensation 7 Report on Outsourcing Against Against ShrHoldr 8 Implement/ Increase Activity on the Against Against ShrHoldr placecountry-regionChina Principles 9 Report on Political Contributions Against Against ShrHoldr 10 Require a Majority Vote for the Election of Against For ShrHoldr Directors 11 Adopt Simple Majority Vote Against For ShrHoldr 04/25/06 - AJanus Capital Group Inc. *JNS* 47102X105 02/27/06 5,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/25/06 - AMerck & Co., Inc. *MRK* 589331107 02/24/06 29,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Approve Non-Employee Director Omnibus Stock For For Mgmt Plan 5 Limit Executive Compensation Against Against ShrHoldr 6 Adopt Simple Majority Vote Against For ShrHoldr 7 Adopt Animal Welfare Standards Against Against ShrHoldr 04/25/06 - AMetLife, Inc *MET* 59156R108 03/01/06 2,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/25/06 - AMoody's Corporation *MCO* 615369105 03/01/06 3,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr 04/25/06 - ANational City Corp. *NCC* 635405103 03/03/06 16,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/25/06 - ANewmont Mining Corp. (Holding Company) 651639106 03/01/06 8,500 *NEM* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Provide for an Independent Chairman Against Against ShrHoldr 04/25/06 - APNC Financial Services Group, Inc. 693475105 02/28/06 1,400 *PNC* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/25/06 - AWells Fargo & Company *WFC* 949746101 03/07/06 13,900 1 Elect Directors For Split Mgmt 1.1 Elect Director Lloyd H. Dean --- For 1.2 Elect Director Susan E. Engel --- For 1.3 Elect Director Enrique Hernandez, Jr. --- For 1.4 Elect Director Robert L. Joss --- For 1.5 Elect Director Richard M. Kovacevich --- For 1.6 Elect Director Richard D. McCormick --- For 1.7 Elect Director Cynthia H. Milligan --- Withhold 1.8 Elect Director Nicholas G. Moore --- For 1.9 Elect Director Philip J. Quigley --- Withhold 1.10 Elect Director Donald B. Rice --- Withhold 1.11 Elect Director Judith M. Runstad --- For 1.12 Elect Director Stephen W. Sanger --- For 1.13 Elect Director Susan G. Swenson --- For 1.14 Elect Director Michael W. Wright --- Withhold 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Against For ShrHoldr Directors 4 Separate Chairman and CEO Positions Against For ShrHoldr 5 Compensation- Director Compensation Against Against ShrHoldr 6 Report on Discrimination in Lending Against Against ShrHoldr 04/26/06 - AAmeriprise Financial, Inc. *AMP* 03076C106 02/28/06 8,120 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/06 - AAnheuser-Busch Companies, Inc. *BUD* 035229103 02/28/06 10,300 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For For Mgmt 3 Approve Non-Employee Director Restricted For For Mgmt Stock Plan 4 Ratify Auditors For For Mgmt 04/26/06 - ABank of America Corp. *BAC* 060505104 03/03/06 31,786 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Publish Political Contributions Against Against ShrHoldr 5 Require a Majority Vote for the Election of Against For ShrHoldr Directors 6 Provide for an Independent Chairman Against For ShrHoldr 7 Exclude Reference to Sexual Orientation Against Against ShrHoldr from the Company's EEO Statement 04/26/06 - AChevron Corporation *CVX* 166764100 03/06/06 29,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Company-Specific-Reimbursement of Against For ShrHoldr Stockholder Proposal 4 Report on Environmental Impact of Drilling Against Against ShrHoldr in Sensitive Areas 5 Report on Political Contributions Against Against ShrHoldr 6 Adopt an Animal Welfare Policy Against Against ShrHoldr 7 Adopt a Human Rights Policy Against Against ShrHoldr 8 Report on Remediation Expenses in Against Against ShrHoldr placecountry-regionEcuador 04/26/06 - AChicago Mercantile Exchange 167760107 03/01/06 200 Holdings, Inc. *CME* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/06 - AE.I. Du Pont De Nemours & Co. *DD* 263534109 03/06/06 12,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Review Executive Compensation Against Against ShrHoldr 4 Report on Genetically Modified Organisms Against Against ShrHoldr 5 Performance-Based Against For ShrHoldr 6 Report on Feasibility of Phasing out PFOA Against For ShrHoldr 7 Report on Security of Chemical Facilities Against Against ShrHoldr 04/26/06 - AEaton Corp. *ETN* 278058102 02/27/06 1,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/06 - A* General Electric Co. *GE* 369604103 02/27/06 169,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Voting Against Against ShrHoldr 4 Adopt Policy on Overboarded Directors Against Against ShrHoldr 5 Company-Specific -- One Director from the Against Against ShrHoldr Ranks of the Retirees 6 Separate Chairman and CEO Positions Against Against ShrHoldr 7 Require a Majority Vote for the Election of Against Against ShrHoldr Directors 8 Report on Environmental Policies Against Against ShrHoldr 04/26/06 - AKohl's Corp. *KSS* 500255104 03/01/06 20,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt 4 Require a Majority Vote for the Election of Against For ShrHoldr Directors 04/26/06 - AStryker Corp. *SYK* 863667101 02/28/06 3,600 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/26/06 - ATECO Energy, Inc. *TE* 872375100 02/16/06 7,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/06 - AThe McGraw-Hill Companies, Inc. *MHP* 580645109 03/07/06 3,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr 04/26/06 - AWILLIS GROUP HOLDINGS LTD *WSH* G96655108 02/28/06 3,800 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/06 - AAlcan Inc. *placeStateAL.* 013716105 02/27/06 7,500 1 Elect Directors For For Mgmt 2 Ratify PricewaterhouseCoopers as Auditors For For Mgmt 3 Establish Independent Committee to Issue Against For ShrHoldr Recommendations on Impact Assessment of project in Kashipur 04/27/06 - AAltria Group, Inc. *MO* 02209S103 03/06/06 34,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Separate Chairman and CEO Positions Against Against ShrHoldr 4 Adopt ILO Standards Against Against ShrHoldr 5 Inform African Americans of Health Risks Against Against ShrHoldr Associated with Menthol Cigarettes 6 Establish Fire Safety Standards for Against Against ShrHoldr Cigarettes 7 Adopt Animal Welfare Policy Against Against ShrHoldr 8 Support Legislation to Reduce Smoking Against Against ShrHoldr 9 Provide Information on Second Hand Smoke Against Against ShrHoldr 04/27/06 - AAvery Dennison Corp. *AVY* 053611109 02/27/06 2,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/06 - ABaker Hughes Incorporated *BHI* 057224107 03/01/06 6,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 4 Amend Vote Requirements to Amend Against For ShrHoldr Articles/Bylaws/Charter 04/27/06 - ACapital One Financial Corp. *COF* 14040H105 02/28/06 4,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Require a Majority Vote for the Election of Against For ShrHoldr Directors 04/27/06 - ACapitalSource, Inc *CSE* 14055X102 02/23/06 11,789 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Amend Stock Ownership Limitations For For Mgmt 04/27/06 - ACorning Inc. *GLW* 219350105 02/27/06 9,700 1 Elect Directors For For Mgmt 2 Amend Qualified Employee Stock Purchase Plan For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 4 Approve Non-Employee Director Omnibus Stock For For Mgmt Plan 5 Ratify Auditors For For Mgmt 6 Declassify the Board of Directors Against For ShrHoldr 04/27/06 - AplaceEdison International *EIX* 281020107 02/27/06 8,100 1 Elect Directors For For Mgmt 2 Amend Articles To Eliminate Fair Price For For Mgmt Provision 3 Adopt Simple Majority Vote Requirement Against Against ShrHoldr 04/27/06 - AHumana Inc. *HUM* 444859102 03/06/06 8,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 04/27/06 - AJohnson & Johnson *JNJ* 478160104 02/28/06 39,800 1 Elect Directors For For Mgmt 2 Amend Articles to Remove Antitakeover For For Mgmt Provision 3 Ratify Auditors For For Mgmt 4 Disclose Charitable Contributions Against Against ShrHoldr 5 Require a Majority Vote for the Election of Against For ShrHoldr Directors 04/27/06 - AKimberly-Clark Corp. *KMB* 494368103 02/27/06 4,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr 4 Adopt ILO Standards Against Against ShrHoldr 5 Require a Majority Vote for the Election of Against For ShrHoldr Directors 6 Report on Feasibility of Phasing Out the Against Against ShrHoldr Use of Non-certified Wood Fiber 04/27/06 - ALockheed Martin Corp. *LMT* 539830109 03/01/06 800 1 Elect Directors For Split Mgmt 1.1 Elect Director E.C. Aldridge, Jr. --- For 1.2 Elect Director Nolan D. Archibald --- Withhold 1.3 Elect Director Marcus C. Bennett --- For 1.4 Elect Director James O. Ellis, Jr. --- For 1.5 Elect Director Gwendolyn S. King --- For 1.6 Elect Director James M. Loy --- For 1.7 Elect Director Douglas H. McCorkindale --- For 1.8 Elect Director Eugene F. Murphy --- For 1.9 Elect Director Joseph W. Ralston --- For 1.10 Elect Director Frank Savage --- For 1.11 Elect Director James M. Schneider --- For 1.12 Elect Director Anne Stevens --- For 1.13 Elect Director Robert J. Stevens --- For 1.14 Elect Director James R. Ukropina --- For 1.15 Elect Director Douglas C. Yearley --- For 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt 4 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt 5 Increase Disclosure of Executive Against Against ShrHoldr Compensation 6 Adopt Simple Majority Vote Requirement Against For ShrHoldr 7 Report Equal Employment placeOpportunity Against For ShrHoldr Information 8 Report on Depleted Uranium Weapons Against Against ShrHoldr Components 04/27/06 - APfizer Inc. *PFE* 717081103 03/01/06 91,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Reduce Supermajority Vote Requirement For For Mgmt 4 Establish Term Limits for Directors Against Against ShrHoldr 5 Social Proposal Against Against ShrHoldr 6 Restore or Provide for Cumulative Voting Against For ShrHoldr 7 Separate Chairman and CEO Positions Against Against ShrHoldr 8 Report on Political Contributions Against Against ShrHoldr 9 Report on Animal Welfare Policy Against Against ShrHoldr 10 Reort on Animal-based Testing Against Against ShrHoldr 04/27/06 - ASynovus Financial Corp. *SNV* 87161C105 02/21/06 22,000 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard Y. Bradley --- Withhold 1.2 Elect Director Frank W. Brumley --- For 1.3 Elect Director Elizabeth W. Camp --- For 1.4 Elect Director T. Michael Goodrich --- For 1.5 Elect Director John P. Illges, III --- For 1.6 Elect Director J. Neal Purcell --- For 1.7 Elect Director William B. Turner, Jr. --- Withhold 2 Declassify the Board of Directors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt 4 Ratify Auditors For For Mgmt 5 Require a Majority Vote for the Election of Against For ShrHoldr Directors 04/27/06 - AValero Energy Corp. *VLO* 91913Y100 03/01/06 4,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/06 - AWyeth *WYE* 983024100 03/03/06 17,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director Omnibus Stock For For Mgmt Plan 4 Report on Product Availability in Against Against ShrHoldr placecountry-regionCanada 5 Report on Political Contributions Against For ShrHoldr 6 Report on Animal welfare Policy Against Against ShrHoldr 7 Require a Majority Vote for the Election of Against For ShrHoldr Directors 8 Separate Chairman and CEO Positions Against For ShrHoldr 9 Adopt Simple Majority Vote Requirement Against For ShrHoldr 04/28/06 - AAbbott Laboratories *ABT* 002824100 03/01/06 22,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Performance-Based Equity Awards Against For ShrHoldr 4 Report on Political Contributions Against Against ShrHoldr 5 Separate Chairman and CEO Positions Against Against ShrHoldr 04/28/06 - AAetna Inc. *AET* 00817Y108 02/24/06 5,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Qualified Employee Stock Purchase For For Mgmt Plan 4 Provide for Cumulative Voting Against Against ShrHoldr 04/28/06 - ACoca-Cola Enterprises Inc. *CCE* 191219104 03/01/06 7,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Eliminate or Restrict Severance Agreements Against For ShrHoldr (Change-in-Control) 04/28/06 - ADominion Resources, Inc. *D* 25746U109 02/24/06 2,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Against For ShrHoldr Directors 4 Report on Greenhouse Gas Emissions Against Against ShrHoldr 5 Submit Supplemental Executive Retirement Against For ShrHoldr Plans to Shareholder vote 04/28/06 - AMarriott International Inc. *MAR* 571903202 03/07/06 3,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt 4 Require a Majority Vote for the Election of For For ShrHoldr Directors 04/28/06 - AMerrill Lynch & Co., Inc. *MER* 590188108 02/27/06 12,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Voting Against For ShrHoldr 4 Compensation- Director Compensation Against Against ShrHoldr 5 Review Executive Compensation Against For ShrHoldr 04/28/06 - ANRG Energy Inc *NRG* 629377508 03/13/06 4,400 1 Elect Directors For For Mgmt 2 Revise Board's Authority to Issue and For Against Mgmt Designate Preferred Stock 3 Amend Omnibus Stock Plan For Against Mgmt 4 Ratify Auditors For For Mgmt 04/28/06 - APPL Corp. *PPL* 69351T106 02/28/06 4,700 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Adopt Simple Majority Vote Against For ShrHoldr 04/28/06 - AXl Capital Ltd (Formerly Exel Ltd. ) G98255105 03/15/06 4,400 *XL* Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 TO RATIFY THE APPOINTMENT OF For For Mgmt PRICEWATERHOUSECOOPERS LLP, NEW YORK, NEW YORK TO ACT AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006. 3 Other Business For Against Mgmt 05/01/06 - AAFLAC Incorporated *AFL* 001055102 02/22/06 6,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/01/06 - AMotorola, Inc. *MOT* 620076109 03/03/06 19,400 1 Elect Directors For Split Mgmt 1.1 Elect Director E. Zander --- For 1.2 Elect Director H.L. Fuller --- Against 1.3 Elect Director J. Lewent --- For 1.4 Elect Director T. Meredith --- For 1.5 Elect Director N. Negroponte --- For 1.6 Elect Director I. Nooyi --- For 1.7 Elect Director S. Scott, III --- For 1.8 Elect Director R. Sommer --- For 1.9 Elect Director J. Stengel --- For 1.10 Elect Director D. Warner, III --- For 1.11 Elect Director J. White --- For 1.12 Elect Director M. White --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Submit Shareholder Rights Plan (Poison Against For ShrHoldr Pill) to Shareholder Vote 05/01/06 - ASymbol Technologies, Inc. *SBL* 871508107 03/24/06 22,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/01/06 - AThe Boeing Co. *BA* 097023105 03/03/06 8,900 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt 3 Amend Omnibus Stock Plan For Against Mgmt 4 Reduce Supermajority Vote Requirement For For Mgmt 5 Ratify Auditors For For Mgmt 6 Develop a Human Rights Policy Against Against ShrHoldr 7 Develop Ethical Criteria for Military Against Against ShrHoldr Contracts 8 Report on Charitable Contributions Against Against ShrHoldr 9 Require a Majority Vote for the Election of Against For ShrHoldr Directors 10 Separate Chairman and CEO Positions Against For ShrHoldr 05/01/06 - AZimmer Holdings Inc *ZMH* 98956P102 03/08/06 3,100 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Declassify the Board of Directors Against For ShrHoldr 05/02/06 - A* Alcon Inc. *ACL* H01301102 03/23/06 1,200 Meeting for Holders of ADRs 1 APPROVAL OF THE 2005 ANNUAL REPORT AND For For Mgmt ACCOUNTS OF ALCON, INC. AND THE 2005 CONSOLIDATED FINANCIAL STATEMENTS OF ALCON, INC. AND SUBSIDIARIES 2 APPROPRIATION OF AVAILABLE EARNINGS AND For For Mgmt PROPOSED DIVIDEND TO SHAREHOLDERS FOR THE FINANCIAL YEAR 2005 3 DISCHARGE OF THE MEMBERS OF THE BOARD OF For For Mgmt DIRECTORS FOR THE FINANCIAL YEAR 2005 4 ELECTION OF KPMG KLYNVELD PEAT MARWICK For For Mgmt GOERDELER SA, ZURICH, AS GROUP AND PARENT COMPANY AUDITORS 5 ELECTION OF ZENSOR REVISIONS AG, ZUG, AS For For Mgmt SPECIAL AUDITORS 6 ELECTION TO THE BOARD OF DIRECTORS OF PHIL For For Mgmt GEIER 7 ELECTION TO THE BOARD OF DIRECTORS OF PAUL For For Mgmt POLMAN 8 ELECTION TO THE BOARD OF DIRECTORS OF JOE For For Mgmt WELLER 9 APPROVAL OF SHARE CANCELLATION For For Mgmt 05/02/06 - ABristol-Myers Squibb Co. *BMY* 110122108 03/06/06 3,100 1 Elect Directors For For Mgmt 2 Ratify Auditor For For Mgmt 3 Increase Disclosure of Executive Against Against ShrHoldr Compensation 4 Provide for Cumulative Voting Against For ShrHoldr 5 Claw-back of Payments under Restatements Against Against ShrHoldr 6 Report on Animal Welfare Against Against ShrHoldr 7 Establish Term Limits for Directors Against Against ShrHoldr 05/02/06 - ADanaher Corp. *DHR* 235851102 03/06/06 16,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/02/06 - AEOG Resources, Inc. *EOG* 26875P101 03/06/06 3,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/02/06 - ARobert Half International Inc. *RHI* 770323103 03/10/06 3,000 1 Elect Directors For For Mgmt 2 Ratify Auditor For For Mgmt 3 Prohibit Discrimination Based on Sexual Against For ShrHoldr Orientation 05/02/06 - ASigma-Aldrich Corp. *SIAL* 826552101 03/03/06 900 1 Elect Directors For For Mgmt 2 Ratify Auditor For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 05/02/06 - ATribune Co. *TRB* 896047107 03/07/06 3,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr 05/02/06 - AUnitedHealth Group Incorporated *UNH* 91324P102 03/21/06 18,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Against For ShrHoldr Directors 05/03/06 - AAGL Resources Inc. *ATG* 001204106 02/24/06 4,900 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director Omnibus Stock For For Mgmt Plan 3 Ratify Auditors For For Mgmt 05/03/06 - AAmerican Standard Companies Inc. *ASD* 029712106 03/10/06 7,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/03/06 - ABrunswick Corp. *BC* 117043109 03/02/06 2,900 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/03/06 - AFluor Corp. *FLR* 343412102 03/08/06 900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Performance-Based Against For ShrHoldr 05/03/06 - AFMC Technologies, Inc. *FTI* 30249U101 03/06/06 3,500 1 Elect Directors For For Mgmt 05/03/06 - AGeneral Dynamics Corp. *GD* 369550108 03/10/06 6,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Against For ShrHoldr Directors 4 Disqualification of Directors Who Fail to Against For ShrHoldr Receive Majority Vote 5 Separate Chairman and CEO Positions Against For ShrHoldr 6 Report Political Contributions Against For ShrHoldr 7 Sustainability Report Against Against ShrHoldr 05/03/06 - AGolden West Financial Corp. *GDW* 381317106 03/02/06 4,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/03/06 - APepsiCo, Inc. *PEP* 713448108 03/10/06 22,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Publish Political Contributions Against Against ShrHoldr 4 Report on Charitable Contributions Against Against ShrHoldr 05/03/06 - AThe St. Paul Travelers Companies, Inc. 792860108 03/08/06 11,315 *STA* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Against For ShrHoldr Directors 4 Report on Political Contributions Against For ShrHoldr 05/03/06 - AWynn Resorts Ltd *WYNN* 983134107 03/31/06 300 1 Elect Directors For For Mgmt 05/04/06 - A* Colgate-Palmolive Co. *CL* 194162103 03/07/06 7,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director Stock Option For For Mgmt Plan 4 Separate Chairman and CEO Positions Against Against ShrHoldr 5 Performance-Based Equity Awards Against Against ShrHoldr 05/04/06 - AE.W. Scripps Co. (The) *SSP* 811054204 03/10/06 2,000 1 Elect Directors For For Mgmt 05/04/06 - AEMC Corp. *EMC* 268648102 03/06/06 41,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Against For ShrHoldr Directors 4 Performance-Based and/or Time-Based Equity Against For ShrHoldr Awards 5 Declassify the Board of Directors Against For ShrHoldr 6 Limit Composition of Committee(s) to Against Against ShrHoldr Independent Directors 05/04/06 - APotash Corporation of Saskatchewan 73755L107 03/13/06 3,100 Inc. *POT.* 1 Elect Directors For For Mgmt 2 Ratify Deloitte & Touche LLP as Auditors For For Mgmt 3 Approve 2006 Performance Option Plan For For Mgmt 05/04/06 - AQuest Diagnostics, Incorporated *DGX* 74834L100 03/20/06 2,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Approve Nonqualified Employee Stock For For Mgmt Purchase Plan 05/04/06 - ASunoco, Inc. *SUN* 86764P109 02/09/06 1,000 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/04/06 - AUnion Pacific Corp. *UNP* 907818108 02/23/06 6,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Against For ShrHoldr Directors 4 Report on Political Contributions Against For ShrHoldr 5 Provide for an Independent Chairman Against For ShrHoldr 05/04/06 - A* United Parcel Service, Inc. *UPS* 911312106 03/09/06 11,222 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/04/06 - AVerizon Communications *VZ* 92343V104 03/06/06 13,600 1 Elect Directors For Split Mgmt 1.1 Elect Director James R. Barker --- For 1.2 Elect Director Richard L. Carrion --- For 1.3 Elect Director Robert W. Lane --- For 1.4 Elect Director Sandra O. Moose --- For 1.5 Elect Director Joseph Neubauer --- Withhold 1.6 Elect Director Donald T. Nicolaisen --- For 1.7 Elect Director Thomas H. O'Brien --- For 1.8 Elect Director Clarence Otis, Jr. --- For 1.9 Elect Director Hugh B. Price --- For 1.10 Elect Director Ivan G. Seidenberg --- For 1.11 Elect Director Walter V. Shipley --- For 1.12 Elect Director John R. Stafford --- For 1.13 Elect Director Robert D. Storey --- For 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Voting Against For ShrHoldr 4 Require a Majority Vote for the Election of Against For ShrHoldr Directors 5 Require Majority of Independent Directors Against Against ShrHoldr on Board 6 Company-Specific-Directors on Common Boards Against Against ShrHoldr 7 Separate Chairman and CEO Positions Against For ShrHoldr 8 Performance-Based and/or Time-Based Equity Against Against ShrHoldr Awards 9 Report on Political Contributions Against Against ShrHoldr 05/05/06 - AFisher Scientific International Inc. 338032204 03/17/06 1,500 *FSH* 1 Elect Directors For For Mgmt 2 Approve Qualified Employee Stock Purchase For For Mgmt Plan 3 Ratify Auditors For For Mgmt 05/05/06 - AIllinois Tool Works Inc. *ITW* 452308109 03/07/06 8,100 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 5 Adopt/ Implement China Principles Against Against ShrHoldr 6 Require a Majority Vote for the Election of Against For ShrHoldr Directors 05/05/06 - AOccidental Petroleum Corp. *OXY* 674599105 03/06/06 3,300 1 Elect Directors For Split Mgmt 1.1 Elect Director Spencer Abraham --- For 1.2 Elect Director Ronald W. Burkle --- Withhold 1.3 Elect Director John S. Chalsty --- For 1.4 Elect Director Edward P. Djerejian --- For 1.5 Elect Director R. Chad Dreier --- For 1.6 Elect Director John E. Feick --- For 1.7 Elect Director Ray R. Irani --- For 1.8 Elect Director Irvin W. Maloney --- For 1.9 Elect Director Rodolfo Segovia --- For 1.10 Elect Director Aziz D. Syriani --- For 1.11 Elect Director Rosemary Tomich --- For 1.12 Elect Director Walter L. Weisman --- For 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr 5 Report on Global Warming Against Against ShrHoldr 6 Require a Majority Vote for the Election of Against For ShrHoldr Directors 05/05/06 - ATeleflex Inc. *TFX* 879369106 03/07/06 1,000 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For Against Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/08/06 - AInternational Paper Co. *IP* 460146103 03/16/06 13,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Against For ShrHoldr Directors 4 Sustainable Forestry Report Against Against ShrHoldr 5 Declassify the Board of Directors Against For ShrHoldr 05/08/06 - APotlatch Corp. *PCH* 737630103 04/03/06 1,197 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/09/06 - A3M CO *MMM* 88579Y101 03/10/06 2,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt 4 Performance-Based Against For ShrHoldr 5 Adopt Animal Welfare Policy Against Against ShrHoldr 6 Implement China Principles Against Against ShrHoldr 05/09/06 - ABaxter International Inc. *BAX* 071813109 03/13/06 7,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt 4 Establish Range For Board Size For For Mgmt 5 Submit Shareholder Rights Plan (Poison Against For ShrHoldr Pill) to Shareholder Vote 05/09/06 - ALiberty Media Holding Corp 530718105 04/06/06 19,700 1 Approve Formation of Holding Company For For Mgmt 2 Company Specific-Create Tracking Stock For For Mgmt 3 Approve Restructuring Plan For For Mgmt 4 Approve Restructuring Plan For For Mgmt 5 Approve Restructuring Plan For For Mgmt 6 Elect Directors For For Mgmt 7 Ratify Auditors For For Mgmt 05/09/06 - ANAVTEQ Corporation *NVT* 63936L100 03/17/06 4,500 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 05/09/06 - ANewell Rubbermaid Inc. *NWL* 651229106 03/15/06 2,100 1 Elect Directors For Split Mgmt 1.1 Elect Director Thomas E. Clarke --- Withhold 1.2 Elect Director Elizabeth Cuthbert Millett --- Withhold 1.3 Elect Director Steven J. Strobel --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Approve Qualified Employee Stock Purchase For For Mgmt Plan 4 Ratify Auditors For For Mgmt 5 Submit Shareholder Rights Plan (Poison Against For ShrHoldr Pill) to Shareholder Vote 6 Declassify the Board of Directors Against For ShrHoldr 05/09/06 - A* O'Reilly Automotive, Inc. *ORLY* 686091109 02/28/06 3,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/09/06 - APrudential Financial Inc *PRU* 744320102 03/10/06 7,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Eliminate or Restrict Severance Agreements Against For ShrHoldr (Change-in-Control) 05/10/06 - AAmgen, Inc. *AMGN* 031162100 03/13/06 15,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Stock Retention Against Against ShrHoldr 4 Link Executive Compensation to Social Issues Against Against ShrHoldr 5 Submit Shareholder Rights Plan (Poison Against For ShrHoldr Pill) to Shareholder Vote 6 Develop an Animal Welfare Policy Against Against ShrHoldr 7 Require a Majority Vote for the Election of Against For ShrHoldr Directors 8 Report on Political Contributions For For ShrHoldr 05/10/06 - ACaremark Rx, Inc. *CMX* 141705103 03/31/06 9,100 1 Elect Directors For For Mgmt 2 Report Policies For Political Contributions Against For ShrHoldr 05/10/06 - AConocoPhillips *COP* 20825C104 03/10/06 16,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report Damage Resulting From Drilling Against Against ShrHoldr Inside the National Petroleum Reserve 4 Require a Majority Vote for the Election of Against For ShrHoldr Directors 5 Submit Supplemental Executive Retirement Against For ShrHoldr Plans to Shareholder vote 6 Report Accountability for Company's Against Against ShrHoldr Environmental Impacts due to Operation 7 Non-Employee Director Compensation Against Against ShrHoldr 05/10/06 - AFirst Data Corp. *FDC* 319963104 03/13/06 9,800 1 Elect Directors For For Mgmt 2 Elect Director David A. Coulter For For Mgmt 3 Elect Director Henry C. Duques For For Mgmt 4 Elect Director Peter B. Ellwood For For Mgmt 5 Ratify Auditors For For Mgmt 05/10/06 - AGilead Sciences, Inc. *GILD* 375558103 03/22/06 6,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Approve Executive Incentive Bonus Plan For For Mgmt 5 Increase Authorized Common Stock For For Mgmt 6 Report on Impact of HIV/AIDS, TB, and Against Against ShrHoldr Malaria Pandemics 05/10/06 - A* Grant Prideco Inc *GRP* 38821G101 03/21/06 8,900 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt 05/10/06 - AMurphy Oil Corp. *MUR* 626717102 03/13/06 9,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/10/06 - A* NiSource Inc. *NI* 65473P105 03/14/06 14,700 1 Elect Directors For Split Mgmt 1.1 Elect Director Gary L. Neale --- Withhold 1.2 Elect Director Robert J. Welsh --- Withhold 1.3 Elect Director Roger A. Young --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt 4 Require a Majority Vote for the Election of Against For ShrHoldr Directors 05/10/06 - ASt. Jude Medical, Inc. *STJ* 790849103 03/13/06 4,900 1 Elect Directors For For Mgmt 2 Approve Stock Option Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/10/06 - AStandard Pacific Corp. *SPF* 85375C101 03/13/06 2,400 1 Elect Directors For For Mgmt 2 Report on Energy Efficiency Policy Against Against ShrHoldr 05/10/06 - AUnivision Communications Inc. *UVN* 914906102 03/13/06 8,500 1 Elect Directors For Split Mgmt 1.1 Elect Director A. Jerrold Perenchio --- Withhold 1.2 Elect Director Anthony Cassara --- Withhold 1.3 Elect Director Harold Gaba --- For 1.4 Elect Director Alan F. Horn --- For 1.5 Elect Director Michael O. Johnson --- For 1.6 Elect Director John G. Perenchio --- Withhold 1.7 Elect Director Ray Rodriguez --- Withhold 1.8 Elect Director McHenry T. Tichenor, Jr. --- Withhold 2 Ratify Auditors For For Mgmt 05/11/06 - AAnadarko Petroleum Corp. *APC* 032511107 03/13/06 3,300 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Ratify Auditors For For Mgmt 05/11/06 - ACVS Corporation *CVS* 126650100 03/15/06 11,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Against For ShrHoldr Directors 4 Submit Supplemental Executive Retirement Against For ShrHoldr Plans to Shareholder vote 5 Separate Chairman and CEO Positions Against For ShrHoldr 6 Report on Feasibility of Product Against Against ShrHoldr Reformulation 05/11/06 - AGoogle Inc *GOOG* 38259P508 03/17/06 900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For Against Mgmt 4 Company-Specific-Recapitalization Plan Against For ShrHoldr 05/11/06 - A* Mattel, Inc. *MAT* 577081102 03/16/06 7,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Separate Chairman and CEO Positions Against For ShrHoldr 4 Report Progress on Improving Work and Against Against ShrHoldr Living Conditions 5 Performance-Based Against Against ShrHoldr 05/11/06 - ANorfolk Southern Corp. *NSC* 655844108 03/06/06 9,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/06 - ANucor Corp. *NUE* 670346105 03/13/06 5,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Require a Majority Vote for the Election of Against For ShrHoldr Directors 05/11/06 - ANuveen Investments, Inc *JNC* 67090F106 03/17/06 2,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt 05/11/06 - ARepublic Services, Inc. *RSG* 760759100 03/22/06 6,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/06 - A* Simon Property Group, Inc. *SPG* 828806109 03/09/06 2,400 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Require a Majority Vote for the Election of Against For ShrHoldr Directors 05/11/06 - AThe AES Corp. *AES* 00130H105 03/03/06 11,000 1 Elect Directors For For Mgmt 2 Ratify Auditor For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt 05/11/06 - AThe Dow Chemical Company *DOW* 260543103 03/13/06 11,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Remediation Policies in Bhopal Against Against ShrHoldr 4 Report on Genetically Modified Organisms Against Against ShrHoldr 5 Evaluate Potential Links Between Company Against Against ShrHoldr Products and Asthma 6 Report on Security of Chemical Facilities Against Against ShrHoldr 05/11/06 - AThe Washington Post Co. *WPO* 939640108 03/13/06 100 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Other Business For Against Mgmt 05/11/06 - ATransocean Inc. *RIG* G90078109 03/20/06 7,400 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 APPROVAL OF THE APPOINTMENT OF ERNST & For For Mgmt YOUNG LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006. 05/12/06 - A* AXIS CAPITAL HOLDINGS LTD *AXS* G0692U109 03/10/06 4,800 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 Ratify Deloitte Touche LLP as Auditor and For For Mgmt Authorize the Board to Fix their Remuneration 05/12/06 - AEcolab, Inc. *ECL* 278865100 03/14/06 2,300 1 Elect Directors For Split Mgmt 1.1 Elect Director Leslie S. Biller --- For 1.2 Elect Director Jerry A. Grundhofer --- For 1.3 Elect Director Kasper Rorsted --- For 1.4 Elect Director John J. Zillmer --- Withhold 2 Ratify Auditors For For Mgmt 05/12/06 - AEntergy Corp. *ETR* 29364G103 03/14/06 8,300 1 Elect Directors For For Mgmt 2 Reduce Supermajority Vote Requirement For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 5 Require a Majority Vote for the Election of Against For ShrHoldr Directors 05/12/06 - A* Total SA (Formerly Total Fina Elf 89151E109 04/12/06 2,100 S.A ) Meeting for Holders of ADRs 1 APPROVAL OF PARENT COMPANY FINANCIAL For For Mgmt STATEMENTS 2 APPROVAL OF CONSOLIDATED FINANCIAL For For Mgmt STATEMENTS 3 ALLOCATION OF EARNINGS, DECLARATION OF For For Mgmt DIVIDEND 4 AUTHORIZATION TO BE GIVEN TO THE BOARD OF For For Mgmt DIRECTORS TO TRANSFER THE SPECIAL LONG-TERM CAPITAL GAINS RESERVED TO THE ACCOUNT 5 AGREEMENTS COVERED BY ARTICLE L.225-38 OF For For Mgmt THE FRENCH COMMERCIAL CODE 6 AUTHORIZATION FOR THE BOARD OF DIRECTORS TO For For Mgmt TRADE SHARES OF THE COMPANY 7 Elect Directors For For Mgmt 8 APPROVAL OF THE ASSET CONTRIBUTION BY THE For For Mgmt COMPANY TO ARKEMA, GOVERNED BY THE LEGAL REGIME APPLICABLE TO DEMERGERS 9 FOUR-FOR-ONE STOCK SPLIT For For Mgmt 10 AMENDMENT OF ARTICLE 11 -3 OF THE COMPANY S For For Mgmt ARTICLES OF ASSOCIATION FIXING THE NUMBER OF SHARES OF THE COMPANY 11 RESOLUTION A (NOT APPROVED BY THE BOARD OF Against For ShrHoldr DIRECTORS) 12 RESOLUTION B (NOT APPROVED BY THE BOARD OF Against Against ShrHoldr DIRECTORS) 05/15/06 - ADaVita Inc. *DVA* 23918K108 03/23/06 1,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/16/06 - A* FirstEnergy Corporation *FE* 337932107 03/21/06 7,200 1 Elect Directors For Split Mgmt 1.1 Elect Director Anthony J. Alexander --- For 1.2 Elect Director Carol A. Cartwright --- Withhold 1.3 Elect Director William T. Cottle --- Withhold 1.4 Elect Director Robert B. Heisler, Jr. --- For 1.5 Elect Director Russell W. Maier --- Withhold 1.6 Elect Director George M. Smart --- Withhold 1.7 Elect Director Wes M. Taylor --- Withhold 1.8 Elect Director Jesse T. Williams, Sr. --- Withhold 2 Ratify Auditors For For Mgmt 3 Adopt Simple Majority Vote Requirement Against For ShrHoldr 4 Submit Severance Agreement (Change in Against For ShrHoldr Control) to shareholder Vote 05/16/06 - AJPMorgan Chase & Co. *JPM* 46625H100 03/17/06 71,588 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Put Repricing of Stock Options to Against Against ShrHoldr Shareholder Vote 4 Performance-Based Equity Awards Against For ShrHoldr 5 Separate Chairman and CEO Positions Against For ShrHoldr 6 Remove Reference to Sexual Orientation from Against Against ShrHoldr EEO Statement 7 Amend Articles/Bylaws/Charter -- Call Against For ShrHoldr Special Meetings 8 Report on Lobbying Activities Against Against ShrHoldr 9 Report on Political Contributions Against For ShrHoldr 10 Approve Terms of Existing Poison Pill Against Against ShrHoldr 11 Provide for Cumulative Voting Against For ShrHoldr 12 Claw-back of Payments under Restatements Against Against ShrHoldr 13 Require Director Nominee Qualifications Against Against ShrHoldr 05/16/06 - AThe Allstate Corp. *ALL* 020002101 03/17/06 2,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Approve Non-Employee Director Omnibus Stock For For Mgmt Plan 5 Require a Majority Vote for the Election of Against For ShrHoldr Directors 6 Adopt Simple Majority Vote Against For ShrHoldr 05/16/06 - AWellpoint Inc *WLP* 94973V107 03/24/06 6,000 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/16/06 - AXTO Energy Inc *XTO* 98385X106 03/31/06 6,500 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/17/06 - AAmerican International Group, Inc. 026874107 03/24/06 35,300 *AIG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt 05/17/06 - AArchstone Smith Trust *ASN* 039583109 03/27/06 7,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/06 - ACDW Corp. *CDWC* 12512N105 03/20/06 3,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Amend Qualified Employee Stock Purchase Plan For For Mgmt 05/17/06 - AGenworth Financial, Inc. *GNW* 37247D106 03/24/06 9,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/06 - AIntel Corp. *INTC* 458140100 03/20/06 102,200 1 Elect Director Craig R. Barrett For For Mgmt 2 Elect Director Charlene Barshefsky For For Mgmt 3 Elect Director E. John P. Browne For For Mgmt 4 Elect Director D. James Guzy For For Mgmt 5 Elect Director Reed E. Hundt For For Mgmt 6 Elect Director Paul S. Otellini For For Mgmt 7 Elect Director James D. Plummer For For Mgmt 8 Elect Director David S. Pottruck For For Mgmt 9 Elect Director Jane E. Shaw For For Mgmt 10 Elect Director John L. Thornton For For Mgmt 11 Elect Director David B. Yoffie For For Mgmt 12 Rescind Fair Price Provision For For Mgmt 13 Amend Articles/Bylaws/Repeal Supermajority For For Mgmt Vote 14 Ratify Auditors For For Mgmt 15 Approve Omnibus Stock Plan For For Mgmt 16 Approve Qualified Employee Stock Purchase For For Mgmt Plan 05/17/06 - ANational Oilwell Varco Inc. *NOV* 637071101 03/31/06 2,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/06 - APinnacle West Capital Corp. *PNW* 723484101 03/20/06 6,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr 05/17/06 - ASouthwest Airlines Co. *LUV* 844741108 03/22/06 16,900 1 Elect Directors For For Mgmt 2 Amend Qualified Employee Stock Purchase Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Adopt Simple Majority Vote Against For ShrHoldr 05/17/06 - ATarget Corporation *TGT* 87612E106 03/20/06 15,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report Political Contributions/Activities Against Against ShrHoldr 05/17/06 - AThe Hartford Financial Services Group, 416515104 03/20/06 7,300 Inc. *HIG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/06 - ACoventry Health Care Inc. *CVH* 222862104 03/20/06 2,600 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt 4 Authorize Board to Fill Vacancies For For Mgmt 5 Amend Omnibus Stock Plan For For Mgmt 6 Ratify Auditors For For Mgmt 05/18/06 - AJuniper Networks, Inc. *JNPR* 48203R104 03/21/06 19,500 1 Elect Directors For Split Mgmt 1.1 Elect Director Scott Kriens --- For 1.2 Elect Director Stratton Sclavos --- Withhold 1.3 Elect Director William R. Stensrud --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/18/06 - AMarsh & McLennan Companies, Inc. *MMC* 571748102 03/20/06 18,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Against For ShrHoldr Directors 4 Report on Political Contributions Against For ShrHoldr 05/18/06 - A* Ross Stores, Inc. *ROST* 778296103 03/24/06 9,800 1 Elect Directors For Split Mgmt 1.1 Elect Director Michael Balmuth --- Withhold 1.2 Elect Director K. Gunnar Bjorklund --- Withhold 1.3 Elect Director Sharon D. Garrett --- For 2 Amend Executive Incentive Bonus Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/18/06 - ASLM Corp. *SLM* 78442P106 03/20/06 9,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/06 - AThe Charles Schwab Corp. *SCHW* 808513105 03/20/06 16,400 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For For Mgmt 3 Report on Impact of Flat Tax Against Against ShrHoldr 4 Report on Political Contributions Against For ShrHoldr 5 Require a Majority Vote for the Election of Against For ShrHoldr Directors 6 Submit Severance Agreement (Change in Against For ShrHoldr Control) to shareholder Vote 05/19/06 - ASchering-Plough Corp. *SGP* 806605101 03/20/06 16,700 1 Elect Directors For For Mgmt 2 Ratify Auditor For For Mgmt 3 Declassify the Board of Directors For For Mgmt 4 Approve Outside Director Stock For For Mgmt Awards/Options in Lieu of Cash 5 Approve Omnibus Stock Plan For For Mgmt 6 Require a Majority Vote for the Election of Against For ShrHoldr Directors 7 Adopt Simple Majority Vote Requirement Against For ShrHoldr 05/19/06 - ATime Warner Inc *TWX* 887317105 03/24/06 44,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Adopt Simple Majority Vote Requirement Against For ShrHoldr 5 Separate Chairman and CEO Positions Against Against ShrHoldr 6 Develop a Code Vendor of Conduct Against Against ShrHoldr 05/19/06 - ATXU Corp. *TXU* 873168108 03/21/06 3,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Establish Range For Board Size For For Mgmt 4 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt 5 Require a Majority Vote for the Election of Against For ShrHoldr Directors 05/23/06 - ACommunity Health Systems, Inc. *CYH* 203668108 03/31/06 2,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/23/06 - ATriad Hospitals, Inc. *TRI* 89579K109 03/27/06 2,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/24/06 - AFiserv, Inc. *FISV* 337738108 03/20/06 2,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Against For ShrHoldr Directors 05/24/06 - AMEDCO Health Solutions Inc *MHS* 58405U102 03/29/06 6,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/24/06 - AMinerals Technologies, Inc. *MTX* 603158106 03/27/06 400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/24/06 - AThermo Electron Corp. *TMO* 883556102 03/29/06 5,200 1 Elect Directors For Withhold Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Against For ShrHoldr Directors 05/24/06 - AViacom Inc. *VIA.B* 92553P201 03/31/06 21,450 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/06 - ABiogen Idec, Inc. *BIIB* 09062X103 03/31/06 6,500 1 Elect Directors For Split Mgmt 1.1 Elect Director Lawrence C. Best --- For 1.2 Elect Director Alan B. Glassberg --- For 1.3 Elect Director Robert W. Pangia --- For 1.4 Elect Director William D.Young --- Withhold 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director Omnibus Stock For For Mgmt Plan 05/25/06 - ACrown Castle International Corp. *CCI* 228227104 03/31/06 11,500 1 Elect Directors For Split Mgmt 1.1 Elect Director Ari Q. Fitzgerald --- Withhold 1.2 Elect Director John P. Kelly --- For 1.3 Elect Director Robert E. Garrison, II --- For 2 Ratify Auditors For For Mgmt 05/25/06 - AE*Trade Financial Corp. *ET* 269246104 04/03/06 13,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/06 - AGenzyme Corp. *GENZ* 372917104 03/31/06 1,900 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Non-Employee Director Stock Option For For Mgmt Plan 4 Declassify the Board of Directors For For Mgmt 5 Ratify Auditors For For Mgmt 6 Submit Severance Agreement (Change in Against For ShrHoldr Control) to shareholder Vote 05/25/06 - AHome Depot, Inc. (The) *HD* 437076102 03/28/06 31,700 1 Elect Directors For Split Mgmt 1.1 Elect Director Gregory D. Brenneman --- Withhold 1.2 Elect Director John L. Clendenin --- Withhold 1.3 Elect Director Claudio X. Gonzalez --- Withhold 1.4 Elect Director Milledge A. Hart, III --- Withhold 1.5 Elect Director Bonnie G. Hill --- Withhold 1.6 Elect Director Laban P. Jackson, Jr. --- Withhold 1.7 Elect Director Lawrence R. Johnston --- Withhold 1.8 Elect Director Kenneth G. Langone --- Withhold 1.9 Elect Director Angelo R. Mozilo --- For 1.10 Elect Director Robert L. Nardelli --- Withhold 1.11 Elect Director Thomas J. Ridge --- Withhold 2 Ratify Auditors For For Mgmt 3 Increase Disclosure of Executive Against For ShrHoldr Compensation 4 Report on EEOC-Related Activities Against For ShrHoldr 5 Separate Chairman and CEO Positions Against For ShrHoldr 6 Require a Majority Vote for the Election of Against For ShrHoldr Directors 7 Submit Supplemental Executive Retirement Against For ShrHoldr Plans to Shareholder vote 8 Report on Political Contributions Against For ShrHoldr 9 Increase Disclosure of Executive Against For ShrHoldr Compensation 10 Affirm Political Non-partisanship Against Against ShrHoldr 05/25/06 - ALamar Advertising Company *LAMR* 512815101 04/03/06 6,700 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt 05/25/06 - ALowe's Companies, Inc. *LOW* 548661107 03/31/06 8,100 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 5 Company Specific--RELATING TO THE BOARD OF For For Mgmt DIRECTORS 6 Report on Wood Procurement Policy Against Against ShrHoldr 05/25/06 - AMcAfee, Inc. *MFE* 579064106 04/03/06 9,800 1 Elect Directors For For Mgmt 2 Amend Non-Employee Director Stock Option For For Mgmt Plan 3 Ratify Auditors For For Mgmt 05/25/06 - APanera Bread Company *PNRA* 69840W108 03/27/06 2,800 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/25/06 - ASafeway Inc. *SWY* 786514208 03/27/06 4,600 1 Elect Director Steven A. Burd For For Mgmt 2 Elect Director Janet E. Grove For For Mgmt 3 Elect Director Mohan Gyani For For Mgmt 4 Elect Director Paul Hazen For For Mgmt 5 Elect Director Robert I. MacDonnell For For Mgmt 6 Elect Director Douglas J. MacKenzie For For Mgmt 7 Elect Director Rebecca A. Stirn For For Mgmt 8 Elect Director William Y. Tauscher For For Mgmt 9 Elect Director Raymond G. Viault For For Mgmt 10 Approve Executive Incentive Bonus Plan For For Mgmt 11 Ratify Auditors For For Mgmt 12 Provide for Cumulative Voting Against For ShrHoldr 13 Eliminate or Restrict Severance Agreements Against For ShrHoldr (Change-in-Control) 14 Company-Specific-Establishment of an Office Against Against ShrHoldr of the Board 15 Adopt Policy to Identify and Label Food Against Against ShrHoldr Products that Contain Genetically Engineered Ingredients 16 Issue Sustainability Report Against Against ShrHoldr 05/25/06 - AYahoo!, Inc. *YHOO* 984332106 03/29/06 19,100 1 Elect Directors For For Mgmt 2 Amend Non-Employee Director Omnibus Stock For For Mgmt Plan 3 Ratify Auditors For For Mgmt 05/26/06 - AProLogis *PLD* 743410102 03/16/06 4,200 1 Elect Directors For Split Mgmt 1.1 Elect Director K. Dane Brooksher --- For 1.2 Elect Director Stephen L. Feinberg --- For 1.3 Elect Director George L. Fotiades --- For 1.4 Elect Director Christine N. Garvey --- For 1.5 Elect Director Donald P. Jacobs --- For 1.6 Elect Director Walter C. Rakowich --- For 1.7 Elect Director Nelson C. Rising --- For 1.8 Elect Director Jeffrey H. Schwartz --- For 1.9 Elect Director D. Michael Steuert --- For 1.10 Elect Director J. Andre Teixeira --- For 1.11 Elect Director William D. Zollars --- Withhold 1.12 Elect Director Andrea M. Zulberti --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Other Business For Against Mgmt 05/31/06 - ADollar General Corp. *DG* 256669102 03/27/06 3,200 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/31/06 - A* Exxon Mobil Corp. *XOM* 30231G102 04/06/06 83,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against For ShrHoldr 4 Require a Majority Vote for the Election of Against For ShrHoldr Directors 5 Company-Specific-Nominate Independent Against Against ShrHoldr Director with Industry Experience 6 Require Director Nominee Qualifications Against Against ShrHoldr 7 Non-Employee Director Compensation Against Against ShrHoldr 8 Separate Chairman and CEO Positions Against Against ShrHoldr 9 Review Executive Compensation Against Against ShrHoldr 10 Link Executive Compensation to Social Issues Against Against ShrHoldr 11 Report on Political Contributions Against Against ShrHoldr 12 Report on Charitable Contributions Against Against ShrHoldr 13 Amend Equal Employment Opportunity Policy Against For ShrHoldr to Prohibit Discrimination Based on Sexual Orientation 14 Report on Damage Resulting from Drilling Against Against ShrHoldr for Oil and gas in Protected Areas 15 Report Accountability for Company's Against Against ShrHoldr Environmental Impacts due to Operation 06/02/06 - AWal-Mart Stores, Inc. *WMT* 931142103 04/05/06 42,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Animal Welfare Standards Against Against ShrHoldr 4 Report on Political Contributions Against For ShrHoldr 5 Require a Majority Vote for the Election of Against For ShrHoldr Directors 6 Prepare a Sustainability Report Against Against ShrHoldr 7 Report on Pay Disparity Against Against ShrHoldr 8 Report on Stock Option Distribution by Race Against Against ShrHoldr and Gender 06/06/06 - AStaples, Inc. *SPLS* 855030102 04/10/06 8,000 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For For Mgmt 3 Ratify Auditors For For Mgmt 4 Require a Majority Vote for the Election of Against For ShrHoldr Directors 06/06/06 - AThe TJX Companies, Inc. *TJX* 872540109 04/17/06 17,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Against For ShrHoldr Directors 06/07/06 - ADevon Energy Corp. *DVN* 25179M103 04/10/06 4,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 06/07/06 - AMonster Worldwide, Inc. *MNST* 611742107 04/25/06 3,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Board Diversity None Against ShrHoldr 06/09/06 - ALincoln National Corp. *LNC* 534187109 04/18/06 6,126 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/13/06 - AHot Topic, Inc. *HOTT* 441339108 04/20/06 2,006 1 Elect Directors For Split Mgmt 1.1 Elect Director Cynthia Cohen --- For 1.2 Elect Director Corrado Federico --- For 1.3 Elect Director W. Scott Hedrick --- For 1.4 Elect Director Kathleen Mason --- Withhold 1.5 Elect Director Elizabeth McLaughlin --- For 1.6 Elect Director Bruce Quinnell --- For 1.7 Elect Director Andrew Schuon --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/14/06 - ACelgene Corp. *CELG* 151020104 04/27/06 400 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/14/06 - ACountrywide Financial Corp. *CFC* 222372104 04/17/06 10,400 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Approve Report of the Compensation Committee Against For ShrHoldr 06/21/06 - ABest Buy Co., Inc. *BBY* 086516101 04/24/06 6,650 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/22/06 - AThe Kroger Co. *KR* 501044101 04/24/06 10,400 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For For Mgmt 3 Eliminate Cumulative Voting For For Mgmt 4 Reduce Supermajority Vote Requirement For For Mgmt 5 Opt Out of State's Control Share For For Mgmt Acquisition Law 6 Require Advance Notice for Shareholder For Against Mgmt Proposals 7 Ratify Auditors For For Mgmt 8 Report on Animal Welfare Standards Against Against ShrHoldr 9 Prepare a Sustainability Report Against Against ShrHoldr 06/27/06 - AExelon Corp. *EXC* 30161N101 05/12/06 17,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Submit Severance Agreement (Change in Against For ShrHoldr Control) to shareholder Vote 06/29/06 - ABed Bath & Beyond Inc. *BBBY* 075896100 05/02/06 8,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Board Diversity Against Against ShrHoldr 4 Adopt ILO-Based Code of Conduct Against Against ShrHoldr 5 Report on Energy Efficiency Against Against ShrHoldr 6 Declassify the Board of Directors For For Mgmt
Fund: Principal Variable Contracts Fund - LargeCap Growth Equity Sub-Advisor: Grantham, Mayo, Van Otterloo & Co. LLC Mgmt Rec - Company Management Recommended Vote Vote Summary Report Jul 01, 2005 - Jun 30, 2006 Principal VCF - Large Cap Growth Equity Account - 394367
Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted ----------------------------------------------------------- ---------------- ---------------- ----------- -------- -------- ------- ----------------------------------------------------------------------------------------------------------------------------------- 05/24/06 - A 21st Century Insurance Group *TW* 90130N103 04/03/06 900 1 Elect Directors For Split Mgmt 1.1 Elect Director Steven J. Bensinger --- Withhold We recommend that shareholders vote FOR the directors with the exception of insiders Bruce W. Marlow, Robert M. Sandler, Jeffrey L. Hayman and Steven J. Bensinger and affiliated outsiders Roxani M. Gillespie and Thomas R. Tizzio. We recommend that shareholders WITHHOLD votes from Bruce W. Marlow, Jeffrey L. Hayman, Steven J. Bensinger, and Thomas R. Tizzio for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Robert M. Sandler for standing as an insider on the Compensation and Nominating committees and for failure to establish a majority independent board. Lastly, we recommend that shareholders WITHHOLD votes from Roxani M. Gillespie for standing as an affiliated outsider on the Nominating Committee and for failure to establish a majority independent board. 1.2 Elect Director John B. De Nault, III --- For 1.3 Elect Director Carlene M. Ellis --- For 1.4 Elect Director R. Scott Foster, M.D. --- For 1.5 Elect Director Roxani M. Gillespie --- Withhold 1.6 Elect Director Jeffrey L. Hayman --- Withhold 1.7 Elect Director Phillip L. Isenberg --- For 1.8 Elect Director Bruce W. Marlow --- Withhold 1.9 Elect Director Keith W. Renken --- For 1.10 Elect Director Robert M. Sandler --- Withhold 1.11 Elect Director Thomas R. Tizzio --- Withhold 2 Ratify Auditors For For Mgmt 04/28/06 - A Abbott Laboratories *ABT* 002824100 03/01/06 7,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Performance-Based Equity Awards Against For ShrHoldr In conclusion, the company's annual and long-term incentive programs do not sufficiently meet the proponent's requirements of pay-for-superior performance standards. Therefore, ISS supports this shareholder proposal. 4 Report on Political Contributions Against Against ShrHoldr In the case of Abbott Laboratories, ISS notes that the company briefly discusses laws and general policy related to political contributions in its Code of Business Conduct. While this information does not go into detail on the company's overarching business rationale for its contributions, it does disclose that the Legal Division of the company is responsible for oversight and approval of all such contributions. Moreover, the company has committed to including information on its corporate contributions in its annual report. ISS will evaluate the scope and content of the company's disclosure in its next annual report and may consider supporting a similar resolution in the future if the information provided does not provide shareholders with sufficient insight into the company's policies. However, based on information available in the company's Code of Business Conduct regarding the oversight of its political contributions, and Abbott Laboratories' commitment to include disclosure on this topic in its next annual report, ISS does not believe support for the resolution is necessary at this time. 5 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. ISS believes that separating the role of Chair and CEO may help Abbott Laboratories address challenges that face the company on many levels, including pharmaceutical pricing, by encouraging management accountability to shareholders for the establishment of long-term policies that protect and grow shareholder value. 06/14/06 - A Abercrombie & Fitch Co. *ANF* 002896207 04/17/06 400 1 Elect Directors For Split Mgmt 1.1 Elect Director James B. Bachmann --- For We recommend a vote FOR the directors with the exception of affiliated outsider John W. Kessler. We recommend that shareholders WITHHOLD votes from John W. Kessler for standing as an affiliated outsider on the Compensation and Nominating committees. 1.2 Elect Director Lauren J. Brisky --- For 1.3 Elect Director Michael S. Jeffries --- For 1.4 Elect Director John W. Kessler --- Withhold 2 Ratify Auditors For For Mgmt 08/24/05 - S Adobe Systems Inc. *ADBE* 00724F101 07/19/05 11,600 1 Issue Shares in Connection with an Acquisition For For Mgmt Based on our review of the terms of the transaction and the factors described above, we believe that the share issuance warrants shareholder support. 2 Adjourn Meeting For For Mgmt Given the narrow scope of this proposal, and our support for this transaction, we recommend that shareholders support this proposal. 03/28/06 - A Adobe Systems Inc. *ADBE* 00724F101 02/13/06 1,600 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt Vote RecommendationThis proposal does not seek an increase in the number of shares available for issuance under the plan. The proposed amendments aim to revise the performance goals under the plan to better link the annual incentive awards for Adobe System's executives to the achievement of the company's financial and operating objectives. Because the proposal is designed to bring the plan into compliance with Section 162 (m) of the Internal Revenue in order to preserve the tax deductibility, we recommend a vote FOR this item. 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Ratify Auditors For For Mgmt 05/09/06 - A ADTRAN, Inc. *ADTN* 00738A106 03/14/06 1,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 16.15 percent is within the allowable cap for this company of 18.10 percent. Additionally, this plan expressly forbids repricing. 4 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 05/17/06 - A Advance Auto Parts Inc *AAP* 00751Y106 03/29/06 3,650 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/28/06 - A Aetna Inc. *AET* 00817Y108 02/24/06 9,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 4 Provide for Cumulative Voting Against Against ShrHoldr In this case, the company meets both all of the above corporate governance and performance criteria, with the exception of the 90-day notice requirement for special meetings or written consent action by shareholders. However, Aetna has a 120-day notice requirement which ISS deems sufficient, due to the fact that the company fulfills all other governance criteria and outperforms both its peers and the index in one-, three-, and five-year shareholder returns. Accordingly, the proposal does not warrant shareholder support. 10/27/05 - A Affiliated Computer Services, Inc. *ACS* 008190100 09/09/05 1,000 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For Mgmt 4 Approve Recapitalization For For ShrHoldr ISS advocates a one-share, one-vote policy. We therefore frown on companies that have different classes of common stock with disparate voting rights. This effectively gives one class of shareholders disproportionate voting power in the company in relation to its equity position. As a non-binding proposal, we support the request that the company take steps to develop a recapitalization plan whereby all of the company's outstanding stock would have one vote. In general, we believe that simplified capital structures where voting interests are proportional to economic interests are preferable to dual class structures where management owns supervoting stock. 05/01/06 - A AFLAC Incorporated *AFL* 001055102 02/22/06 8,600 1 Elect Directors For Split Mgmt 1.1 Elect Director Daniel P. Amos --- For We recommend a vote FOR the directors with the exception of independent outsider Michael H. Armacost. We recommend that shareholders WITHHOLD votes from Michael H. Armacost for poor attendance. 1.2 Elect Director John Shelby Amos, II --- For 1.3 Elect Director Michael H. Armacost --- Withhold 1.4 Elect Director Kriss Cloninger, III --- For 1.5 Elect Director Joe Frank Harris --- For 1.6 Elect Director Elizabeth J. Hudson --- For 1.7 Elect Director Kenneth S. Janke Sr. --- For 1.8 Elect Director Douglas W. Johnson --- For 1.9 Elect Director Robert B. Johnson --- For 1.10 Elect Director Charles B. Knapp --- For 1.11 Elect Director Hidefumi Matsui --- For 1.12 Elect Director E. Stephen Purdom, M.D. --- For 1.13 Elect Director Barbara K. Rimer, Dr. Ph --- For 1.14 Elect Director Marvin R. Schuster --- For 1.15 Elect Director David Gary Thompson --- For 1.16 Elect Director Tohru Tonoike --- For 1.17 Elect Director Robert L. Wright --- For 2 Ratify Auditors For For Mgmt 03/01/06 - A Agilent Technologies Inc. *A* 00846U101 01/03/06 5,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 05/02/06 - A Allergan, Inc. *AGN* 018490102 03/15/06 3,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Non-Employee Director Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.90 percent is within the allowable cap for this company of 11.93 percent. Additionally, this plan expressly forbids repricing. 4 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 04/20/06 - A ALLTEL Corp. *AT* 020039103 02/24/06 800 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. ISS supports performance based compensation that qualifies for tax deduction under Section 162 (m). 3 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. ISS supports performance based compensation that qualifies for tax deduction under Section 162 (m). 4 Ratify Auditors For For Mgmt 04/27/06 - A Altria Group, Inc. *MO* 02209S103 03/06/06 24,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Separate Chairman and CEO Positions Against Against ShrHoldr We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO position. 4 Adopt ILO Standards Against Against ShrHoldr In this case, Altria operates in certain markets that increase the company's exposure to human rights violations. However, ISS notes that the company has established a formal code of conduct that specifically references certain issues related to workplace human rights. Furthermore, Altria discusses its belief that employees should have the right to join, or refrain from joining, trade unions and to bargain collectively, and commits to dealing fairly and directly with representatives of these organizations. The disclosure also briefly discusses information about the company's compliance mechanisms for vendors and suppliers. Finally, the company does not appear to be the subject of any recent, significant fines or litigation related to its international labor rights policies. Therefore, ISS does not believe that the adoption of an additional code of conduct is necessary at this time. As such we recommend that shareholders vote against this resolution. 5 Inform African Americans of Health Risks Associated Against Against ShrHoldr with Menthol Cigarettes We specifically question the impact that undertaking a campaign to warn African Americans of health risks associated with menthol cigarettes will have on shareholder value. Information regarding the health impacts of smoking is available to all interested parties on the company website and through other media campaigns. Furthermore, ISS agrees with the company that public health agencies would be a better venue for addressing these issues, as they can ensure that appropriate information based on sound research is consistently communicated to the public. As such, we do not recommend shareholder support for this resolution. 6 Establish Fire Safety Standards for Cigarettes Against Against ShrHoldr ISS believes that certain issues such as increased product warnings on the health risks, or fire safety standards associated with cigarettes are generally better addressed by legislators and public health agencies rather than individual companies. Unilaterally adopting new fire safety standards could negatively affect the company's competitive advantage, and may not meet the needs of potential future legislation in other states should such legislation arise. Therefore, ISS recommends that shareholders vote against this proposal 7 Adopt Animal Welfare Policy Against Against ShrHoldr In this case, ISS notes that Altria has committed to compliance with applicable guidelines on animal welfare, and that the company's position does not appear inconsistent with industry standards. Moreover, the company has received accreditation from AAALAC for the testing conducted by Philip Morris Research Laboratories. Finally, establishing new policies on animal welfare, monitoring the compliance of external animal testing facilities, and reporting this information to shareholders may not provide enough meaningful information to shareholders to offset the cost and burden to the company of complying with this proposal. As such, we do not recommend shareholder support for the resolution. 8 Support Legislation to Reduce Smoking Against Against ShrHoldr Generally speaking, ISS believes that public agencies are the appropriate forum for discussion on tax policies or regulations regarding public smoking. Furthermore, ISS is concerned that taking active positions to support certain issues related to smoking may have a negative impact on the company's business, and questions the short-term and long-term impact on shareholder value that may result from compliance with this proposal. As such, we do not recommend shareholder support for the resolution. 9 Provide Information on Second Hand Smoke Against Against ShrHoldr ISS believes that the government agencies tasked with providing guidance on issues related to public health are the most appropriate venue for discussion on issues of standardized healthcare coding and statistical analysis of this information. Individual surveys adopted and advocated by companies could provide some confusion or inconsistency in diagnosing and coding medical conditions. As such, we do not recommend shareholder support for this resolution. 05/02/06 - A Ambac Financial Group, Inc. *ABK* 023139108 03/06/06 900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 08/11/05 - A American International Group, Inc. *AIG* 026874107 06/24/05 1,000 1 Elect Directors For Split Mgmt 1.1 Elect Director M. Aidinoff --- For 1.2 Elect Director P. Chia --- For 1.3 Elect Director M. Cohen --- Withhold 1.4 Elect Director W. Cohen --- For 1.5 Elect Director M. Feldstein --- For 1.6 Elect Director E. Futter --- For 1.7 Elect Director S. Hammerman --- For 1.8 Elect Director C. Hills --- For 1.9 Elect Director R. Holbrooke --- For 1.10 Elect Director D. Kanak --- For 1.11 Elect Director G. Miles, Jr --- For 1.12 Elect Director M. Offit --- For 1.13 Elect Director M. Sullivan --- For 1.14 Elect Director E. Tse --- For 1.15 Elect Director F. Zarb --- For 2 Ratify Auditors For For Mgmt 05/17/06 - A American International Group, Inc. *AIG* 026874107 03/24/06 6,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 06/08/06 - A American Power Conversion Corp. *APCC* 029066107 04/13/06 2,100 1 Fix Number of Directors For For Mgmt ISS believes that the proposed change is minor and that it is not motivated by a desire to entrench management. 2 Elect Directors For For Mgmt 3 Ratify Auditors For For Mgmt 4 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this amendment because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 02/09/06 - A AmerisourceBergen Corp *ABC* 03073E105 12/29/05 800 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt The requested increase of 300,000,000 shares is below the allowable threshold of 465,000,000 shares. 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.17 percent is within the allowable cap for this company of 9.11 percent. Additionally, this plan expressly forbids repricing. 4 Ratify Auditors For For Mgmt 05/10/06 - A Amgen, Inc. *AMGN* 031162100 03/13/06 2,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Stock Retention Against For ShrHoldr ISS recognizes that Amgen has implemented stock ownership guidelines which take effect at the end of December 2007. However, we believe that these guidelines are not rigorous enough and should go beyond the standard 5x salary for CEOs. In addition, the company does not have a retention ratio nor a holding period requirement. As such, we believe this proposal warrants shareholder support. 4 Link Executive Compensation to Social Issues Against Against ShrHoldr Although ISS generally recommends votes FOR proposals which increase the level of disclosure on topics of importance to shareholders and support performance-based compensation for executives, the system suggested in this shareholder proposal is vague and does not establish any specific financial, social, or other criteria under which the Compensation Committee should structure executive compensation. Therefore, ISS does not believe shareholder support for this resolution is warranted based on the ambiguity of the criteria recommended and the fact that arbitrary limitations or restrictions may not promote the correlation between executive compensation and company performance. 5 Submit Shareholder Rights Plan (Poison Pill) to Against For ShrHoldr Shareholder Vote In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that ISS recommends. We therefore agree with the proponent that the current pill should be put to a shareholder vote or redeemed and that any new pill be put to a shareholder vote. 6 Develop an Animal Welfare Policy Against Against ShrHoldr In this case, ISS notes that Amgen has committed to complying with or exceeding all levels of applicable guidelines on animal welfare, and that the company's position does not appear inconsistent with industry standards. Moreover, the company has received accreditation from AAALAC and NIH for its animal testing policies. Finally, establishing new policies on animal welfare, monitoring the compliance of external animal testing facilities, and reporting this information to shareholders may not provide enough meaningful information to shareholders to offset the cost and burden to the company of complying with this proposal. As such, we do not recommend shareholder support for the resolution. 7 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard, especially given that the company has a classified board and a non-shareholder approved poison pill. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 8 Report on Political Contributions For For ShrHoldr In this case, Amgen is supporting this resolution and states that it is committed to providing shareholders with a convenient way to access information on the company's policies and business rationale for corporate contributions. We agree that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote FOR this resolution. 03/03/06 - S Anteon International Corp. 03674E108 01/30/06 300 1 Approve Merger Agreement For For Mgmt Based on our review of the terms of the transaction and the factors described above, in particular the reasonable market premium, we believe that the merger agreement warrants shareholder support. 2 Adjourn Meeting For For Mgmt Given the narrow scope of this proposal, and our support for the merger, we recommend that shareholders support this proposal. 05/19/06 - A Aon Corp. *AOC* 037389103 03/22/06 1,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. ISS supports performance based compensation that qualifies for tax deduction under Section 162 (m). 4 Amend Omnibus Stock Plan For Against Mgmt V. Vote Recommendation We commend the company for expressly forbidding the repricing of stock options under the plan. However, the company's three year average burn rate of 4.45 percent is higher than its four-digit industry burn rate of 2.56 percent. Therefore, the company has failed ISS's three-year average burn rate policy. Additionally, the total cost of the company's plans of 10.40 percent is above the allowable cap for this company of 6.65 percent. 04/27/06 - A Apple Computer, Inc. *AAPL* 037833100 02/28/06 3,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Computer Recycling Policy Against Against ShrHoldr ISS agrees with the proponent that the company should continuously evaluate its recycling programs, including publicly stated recovery goals, to ensure that its policies do not appear to lag behind industry standards. That said, we note that the company does provide information on its company website and in its public filings discussing the company's environmental policies. This disclosure provides general information on Apple's environmental policy, some detail on the company's take-back programs, and information related to materials and recycling in specific markets. While this disclosure does not address each issue recommended by the proponent's resolution, it does provide shareholders with substantial insight into the company's environmental and recycling policies. Additionally, the company has not been the subject of recent fines or litigation related to this issue suggesting that the company has systematic problems with its environmental management systems. Therefore, we do not believe shareholder support for the resolution is warranted at this time. 05/11/06 - A Applebees International, Inc. *APPB* 037899101 03/13/06 2,700 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For Mgmt 4 Report on Progress Made Toward Development of New Against Against ShrHoldr USDA-Approved Method of Poultry Slaughter Conclusion In the case of Applebee's, ISS notes that the company does not provide detailed information on its company website regarding issues of animal welfare at its suppliers. However, the company appears to be taking reasonable steps to support animal welfare in its supplier relationships. Furthermore, ISS believes that the multiple reports requested by this resolution could be burdensome on the company without providing meaningful information to shareholders. Finally, while we believe it would be beneficial for the company to consider the benefits of new technology at its suppliers, we also believe that management should be afforded the flexibility to make decisions on supplier relationships based on their assessment of the most beneficial sourcing strategies for the company. Therefore, we do not believe that shareholder support for this resolution is warranted. 03/22/06 - A Applied Materials, Inc. *AMAT* 038222105 01/27/06 5,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 11/10/05 - S Autodesk, Inc. *ADSK* 052769106 09/15/05 2,000 1 Approve Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 11.53 percent is within the allowable cap for this company of 12.57 percent. Additionally, this plan expressly forbids repricing. 2 Amend Non-Employee Director Omnibus Stock Plan For For Mgmt VI. Vote Recommendation The total cost of the company's plans of 9.98 percent is within the allowable cap for this company of 12.57 percent. Additionally, this plan expressly forbids repricing. 06/01/06 - A AutoNation, Inc. *AN* 05329W102 04/26/06 1,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against For ShrHoldr In this case, the company fails to meet all of the aforementioned corporate governance criteria, specifically shareholders do not have the right to call special meetings or act by written consent. Accordingly, this proposal warrants shareholder support. 12/14/05 - A AutoZone, Inc. *AZO* 053332102 10/17/05 400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/06 - A Baker Hughes Incorporated *BHI* 057224107 03/01/06 2,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Amend Vote Requirements to Amend Articles/Bylaws/Charter Against For ShrHoldr ISS believes that supermajority provisions violate the principle that a simple majority of voting shares should be sufficient to effect changes. Requiring more than that may permit management entrenchment. Given the fact that Baker Hughes' management has failed to heed the call of the majority of shareholders on prior occasions, we believe this item merits shareholder support. 11/03/05 - A Barr Pharmaceuticals Inc *BRL* 068306109 09/09/05 2,100 1 Elect Directors For For Mgmt 2 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 3 Ratify Auditors For For Mgmt 4 Eliminate Animal Testing Against Against ShrHoldr When evaluating proposals on animal testing policies, ISS considers the nature of the product and the degree to which live animal testing is necessary or federally mandated. Additionally, we look at the feasibility and availability of alternative methods. Finally, ISS will evaluate industry practices to determine if animal testing is common at competitors and peer companies in similar circumstances. In this case, ISS notes that Barr Pharmaceuticals does not appear to have significant disclosure on its animal testing policies available; however, the company has committed to compliance with all applicable laws, nationally and internationally, regarding its animal testing methods. Additionally, in some cases, alternative methods of testing may be not feasible or fail to meet criteria established by the government regulators tasked with overseeing consumer safety in this industry. Therefore, while ISS believes that the company should take steps to increase disclosure on its animal testing guidelines, we do not believe that shareholder support for this resolution is warranted at this time. 05/09/06 - A Baxter International Inc. *BAX* 071813109 03/13/06 1,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 4 Establish Range For Board Size For For Mgmt ISS believes that the proposed change is relatively minor and that it is not motivated by a desire to entrench management. 5 Submit Shareholder Rights Plan (Poison Pill) to Against For ShrHoldr Shareholder Vote In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that ISS recommends. We therefore agree with the proponent that the current pill should be put to a shareholder vote or redeemed and that any new pill be put to a shareholder vote. 11/18/05 - A Bebe Stores, Inc. *BEBE* 075571109 10/13/05 2,950 1 Elect Directors For Split Mgmt 1.1 Elect Director Manny Mashouf --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Corrado Federico and insiders Gregory Scott, Neda Mashouf and Manny Mashouf. We recommend that shareholders WITHHOLD votes from Corrado Federico for standing as an affiliated outsider on Compensation and Nominating committees and for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Gregory Scott, Neda Mashouf and Manny Mashouf for failure to establish a majority independent board. 1.2 Elect Director Neda Mashouf --- Withhold 1.3 Elect Director Barbara Bass --- For 1.4 Elect Director Cynthia Cohen --- For 1.5 Elect Director Corrado Federico --- Withhold 1.6 Elect Director Caden Wang --- For 1.7 Elect Director Gregory Scott --- Withhold 2 Amend Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plan of 7.64 percent is within the allowable cap for this company of 11.30 percent. 3 Ratify Auditors For For Mgmt 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 06/29/06 - A Bed Bath & Beyond Inc. *BBBY* 075896100 05/02/06 6,900 1 Elect Directors For For Mgmt 1.1 Elect Director Steven H. Temares --- For We recommend a vote FOR the directors. 1.2 Elect Director Klaus Eppler --- For 1.3 Elect Director Fran Stoller --- For 2 Ratify Auditors For For Mgmt 3 Board Diversity Against Against ShrHoldr Therefore, while ISS agrees with the proponents that a company can benefit from directors that represent diverse backgrounds and experience and encourages the company to continuously evaluate policies on retaining qualified candidates for board positions, including women and minorities, we also believe that director selection should be based on the candidates' qualifications and ability to successfully fulfill the position regardless of race or gender. Moreover the specific requests of this resolution go beyond reporting to request public commitment to increased diversity on the board and the disclosure of specific goals and timelines. As such, while we support the underlying concept of increasing board diversity, we do not recommend shareholder support for the proposal at this time. 4 Adopt ILO-Based Code of Conduct Against For ShrHoldr Based on the lack of disclosure on company policies related to workplace human rights standards, we believe that shareholder support for this resolution is warranted. 5 Report on Energy Efficiency Against For ShrHoldr ISS notes that Bed Bath & Beyond has not publicly disclosed significant information on its environmental policies and performance, or on company-wide standards related to energy efficiency. Many other large retail companies have evaluated such information and provided some level of disclosure to shareholders on the impact that energy efficiency and associated expenses may have on the company's operations and/or financial performance. ISS believes that the potential impact of this issue on the company merits such consideration. Finally, the requested feasibility study should not be overly costly or burdensome for the company to conduct; however, it may provide some insight into how the company can mitigate certain risks or exploit advantageous opportunities associated with energy efficiency initiatives. Therefore, based on the lack of disclosure at the company level, the minimal cost of compliance with this resolution, ISS believes that this resolution merits shareholder support. 6 Declassify the Board of Directors For For Mgmt Although the proposed amendment will not fully declassify the board until the 2009 annual shareholder meeting, ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 06/21/06 - A Best Buy Co., Inc. *BBY* 086516101 04/24/06 800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 01/31/06 - A BJ Services Company *BJS* 055482103 12/06/05 1,900 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt The requested increase of 530,000,000 shares is below the allowable threshold of 627,000,000 shares by 97,000,000 shares. We recommend a vote FOR Item 2. 3 Adjourn Meeting For Against Mgmt Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 10/20/05 - A Brinker International, Inc. *EAT* 109641100 08/30/05 1,600 1 Elect Directors For For Mgmt 1.1 Elect Director Douglas H. Brooks --- For We recommend a vote FOR the directors. 1.2 Elect Director Robert M. Gates --- For 1.3 Elect Director Marvin J. Girouard --- For 1.4 Elect Director Ronald Kirk --- For 1.5 Elect Director George R. Mrkonic --- For 1.6 Elect Director Erle Nye --- For 1.7 Elect Director James E. Oesterreicher --- For 1.8 Elect Director Rosendo G. Parra --- For 1.9 Elect Director Cece Smith --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 8.43 percent is within the allowable cap for this company of 11.08 percent. Additionally, this plan expressly forbids repricing. 4 Amend Nonemployee Director and Consultant Stock Plan For For Mgmt VI. Vote Recommendation The total cost of the company's plans of 5.79 percent is within the allowable cap for this company of 11.08 percent. Additionally, this plan expressly forbids repricing. 5 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 6 Approve Restricted Stock Unit Plan For For Mgmt This proposal is designed to bring the plan into compliance with Section 162 (m) of the Internal Revenue in order to preserve the tax deductibility for awards granted under the Restricted Stock Unit Plan of the Stock Option and Incentive Plan . Preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 7 Approve/Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 04/27/06 - A Broadcom Corp. *BRCM* 111320107 02/28/06 4,800 1 Elect Directors For For Mgmt 2 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt The requested increase of 1,700,000,000 shares is below the allowable threshold of 1,840,000,000 shares. Additionally, the deletion of rights, preferences and privileges of the preferred stock would not have an adverse effect on shareholders since all of the preferred stock were converted to Class B common stock and the elimanation of such rights is just to avoid confusion of shares. As such, both proposal warrants a shareholder vote. 3 Establish Range For Board Size For For Mgmt ISS believes that the proposed change is relatively minor and that it is not motivated by a desire to entrench management. 4 Amend Non-Employee Director Omnibus Stock Plan For Against Mgmt V. Vote Recommendation The total cost of the company's plans of 63.17 percent is above the allowable cap for this company of 12.50 percent. Additionally, this company has repriced stock options without shareholder approval in the past. The plan also allows repricing of underwater stock options without shareholder approval, which we believe reduces the incentive value of the plan. 5 Ratify Auditors For For Mgmt 03/30/06 - S Burlington Resources Inc. 122014103 02/24/06 3,600 1 Approve Merger Agreement For For Mgmt Management and the board of directors viewed the following factors as deciding before approving the merger agreement: 1. The merger consideration at announcement represents a premium of approximately 20.9 percent to the closing sale price of the Burlington common stock on Dec. 9, 2005; 2. Burlington shareholders will receive a substantial cash payment for their shares, while at the same time retaining a large equity stake in the combined company, which will afford Burlington shareholders the opportunity to participate in the future financial performance of a larger, more diversified, global, integrated energy company; 3. The Burlington board of directors considered the opinions of each of Morgan Stanley and JP Morgan, that, as of Dec. 12, 2005, the consideration to be paid to Burlington shareholders pursuant to the merger agreement, was fair from a financial point of view to the Burlington shareholders; and 4. The Burlington board of directors considered possible alternatives to the merger, including the possibility of an alternative transaction with a third party. The Burlington board of directors believes that a limited number of other companies might potentially have an interest in a business combination transaction with Burlington. The board believed that it was uncertain that another third party would have an interest in such a transaction and concluded that there was no assurance that solicitation of alternative proposals from third parties would lead to a proposal that would be more favorable to Burlington shareholders than the transaction with ConocoPhillips. Based on our review of the terms of the transaction and the factors described above, in particular the premium at announcement, we believe that the merger agreement warrants shareholder support. 2 Adjourn Meeting For For Mgmt 05/18/06 - A C.H. Robinson Worldwide, Inc. *CHRW* 12541W209 03/27/06 2,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.66 percent is within the allowable cap for this company of 9.91 percent. Additionally, this plan expressly forbids repricing. 05/18/06 - A Cablevision Systems Corp. *CVC* 12686C109 04/17/06 1,500 1 Elect Directors For Split Mgmt 1.1 Elect Director Charles D. Ferris --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsiders Vincent Tese and Charles D. Ferris. We recommend that shareholders WITHHOLD votes from Vincent Tese for standing as an affiliated outsider on the Audit and Compensation committees, for failure to establish an independent nominating committee, and for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Charles D. Ferris for failure to establish an independent nominating committee, and for failure to establish a majority independent board. 1.2 Elect Director Richard H. Hockman --- For 1.3 Elect Director Victor Oristano --- For 1.4 Elect Director Vincent Tese --- Withhold 1.5 Elect Director Thomas V. Reinfenheiser --- For 1.6 Elect Director John R. Ryan --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For Against Mgmt V. Vote Recommendation The total cost of the company's plans of 15.91 percent is above the allowable cap for this company of 9.72 percent. 4 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Approve Non-Employee Director Omnibus Stock Plan For For Mgmt VI. Vote Recommendation The total cost of the company's plans of 9.56 percent is within the allowable cap for this company of 9.72 percent. 05/05/06 - A Cameron International Corp *CAM* 216640102 03/10/06 1,400 1 Elect Directors For For Mgmt 1.1 Elect Director Nathan M. Avery --- For We recommend a vote FOR the directors. 1.2 Elect Director C. Baker Cunningham --- For 1.3 Elect Director Sheldon R. Erikson --- For 2 Ratify Auditors For For Mgmt 3 Change Company Name For For Mgmt 4 Amend Omnibus Stock Plan For Against Mgmt V. Vote Recommendation The total cost of the company's plans of 4.06 percent is within the allowable cap for this company of 5.56 percent. Additionally, this plan expressly forbids repricing. However, company's three-year average burn rate is 2.62%, exceeding the allowable industry burn rate cap of 2.5%. 11/02/05 - A Cardinal Health, Inc. *CAH* 14149Y108 09/09/05 7,800 1 Elect Directors For Split Mgmt 1.1 Elect Director J. Michael Losh --- For We recommend a vote FOR the directors with the exception of independent outsiders Jean G. Spaulding, M.D. and John B. McCoy. We recommend that shareholders WITHHOLD votes from Compensation Committee members Jean G. Spaulding, M.D. and John B. McCoy for the disconnect between company's stock performance and the CEO's compensation. 1.2 Elect Director John B. McCoy --- Withhold 1.3 Elect Director Michael D. O'Halleran --- For 1.4 Elect Director Jean G. Spaulding, M.D. --- Withhold 1.5 Elect Director Matthew D. Walter --- For 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.26 percent is within the allowable cap for this company of 7.52 percent. Additionally, this plan expressly forbids repricing. 3 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 05/10/06 - A Caremark Rx, Inc. *CMX* 141705103 03/31/06 700 1 Elect Directors For For Mgmt 2 Report Policies For Political Contributions Against For ShrHoldr In the case of Caremark, ISS notes that the company briefly discusses the right of employees to be involved in the political process as private citizens in its Code of Conduct; as well as information regarding the company's oversight and accountability procedures. That said, there is no detailed information available about the company's general business rationale for its contributions or the administration of the company's PAC. Therefore, while ISS believes that some aspects of this resolution may be overly restrictive or burdensome and notes that the company does provide some basic insight into the oversight of political contributions at Caremark, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions. As such, we recommend that shareholders vote FOR this resolution. 06/14/06 - A Caterpillar Inc. *CAT* 149123101 04/17/06 7,900 1 Elect Directors For For Mgmt 1.1 Elect Director David R. Goode --- For We recommend a vote FOR the directors. 1.2 Elect Director James W. Owens --- For 1.3 Elect Director Charles D. Powell --- For 1.4 Elect Director Joshua I. Smith --- For 2 Increase Authorized Common Stock For For Mgmt The requested increase of 1,100,000,000 shares is below the allowable threshold of 1,530,000,000 shares. 3 Approve Omnibus Stock Plan For Against Mgmt V. Vote Recommendation We commend the company for forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 10.81 percent is above the allowable cap for this company of 5.91 percent. 4 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Ratify Auditors For For Mgmt 6 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 7 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 8 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 05/26/06 - A Cerner Corp. *CERN* 156782104 03/31/06 3,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 04/26/06 - A CIGNA Corp. *CI* 125509109 02/28/06 700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/27/06 - A Claires Stores, Inc. *CLE* 179584107 05/01/06 300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Adopt MacBride Principles Against Against ShrHoldr Based on the fact that the existing reporting requirements are substantially similar to the MacBride Principles, the potential difficulties associated with full implementation of the Principles and the lack of any specific controversies regarding the company's operations in Northern Ireland, we do not believe that the adoption of the MacBride Principles is necessary at this time. 05/24/06 - A CNET Networks, Inc. *CNET* 12613R104 03/27/06 1,500 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.08 percent is within the allowable cap for this company of 20.08 percent. Additionally, this plan expressly forbids repricing. 11/02/05 - A Coach, Inc. *COH* 189754104 09/14/05 2,900 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 05/04/06 - A Colgate-Palmolive Co. *CL* 194162103 03/07/06 2,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.56 percent is within the allowable cap for this company of 7.69 percent. 4 Separate Chairman and CEO Positions Against Against ShrHoldr Conclusion In this case, Colgate-Palmolive has an 89-percent independent board, all-independent key committees, and corporate governance guidelines which can be found on its website (See http://www.colgate.com/app/Colgate/US/Corp/Governance/BoardofDirectors/GovernanceGuidelines.cvsp). The guidelines expressly designate the position of a presiding director who will perform each of the duties listed above. Further, we note that the company delivered higher one-year total returns of 9.52 percent as compared with 4.91percent for the S&P 500 Index and -0.25 percent for its GICS peer group. The company delivered three-year total returns of 3.45 percent, which was lower than that of the S&P 500 Index (14.39%) and lower than its GICS peers (9.09%). (Compustat: See Shareholder Returns and Performance Summary sections above). We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO position. 5 Performance-Based Equity Awards Against For ShrHoldr Colgate-Palmolive is in the household and personal products business, which is a stable and mature industry. ISS believes that the proponent's pay-for-superior-performance standard can be implemented by the company given its line of business. The company's annual and long-term incentive programs do not sufficiently meet the proponent's requirements. Therefore, ISS supports this shareholder proposal. 05/18/06 - A Columbia Sportswear Co. *COLM* 198516106 03/23/06 600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/18/06 - A Con-Way Inc *CNW* 12612W104 03/01/06 200 1 Elect Directors For For Mgmt 2 Change Company Name For For Mgmt Because it is unlikely that the name change would have a negative financial impact on the company, ISS recommends supporting the proposal. 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.14 percent is within the allowable cap for this company of 9.32 percent. Additionally, this plan expressly forbids repricing. 4 Ratify Auditors For For Mgmt 05/02/06 - A Consol Energy, Inc. *CNX* 20854P109 03/07/06 700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 12/06/05 - A Copart, Inc. *CPRT* 217204106 10/17/05 500 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For Mgmt 04/27/06 - A Corning Inc. *GLW* 219350105 02/27/06 15,600 1 Elect Directors For For Mgmt 2 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the offering period is reasonable, and there are limitations on participation. 3 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Approve Non-Employee Director Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 10.37 percent is within the allowable cap for this company of 12.36 percent. Additionally, this plan expressly forbids repricing. 5 Ratify Auditors For For Mgmt 6 Declassify the Board of Directors Against For ShrHoldr ISS Analysis and Conclusion Although a majority of U.S. public companies have classified boards, most that have emerged in the past decade were put into place at the time of initial public offerings. Managements argue that staggered boards provide continuity and stability, but empirical evidence has suggested that such a structure is not in shareholders' best interests from a financial perspective. Specifically, staggered boards provide a potent antitakeover defense, particularly when coupled with a poison pill, by forcing unsolicited bidders to win two board elections in order to gain control of the company. A 2002 study by three academics covering hostile bids between 1996 and 2000 showed that classified boards nearly doubled the odds of a target remaining independent. However, the findings revealed that a staggered board structure did not provide any countervailing benefits in terms of higher acquisition premiums. In fact, for the period covered, it resulted in the loss of $8.3 billion for target shareholders by impeding value-creating transactions without any offsetting increases in alternative transaction or stand-alone target returns. Similarly, a 2001 study found that over the period 1990 to 1999, firms with weak shareholder rights, including classified board structures, exhibited lower net profit margins and sales growth and made more capital expenditures and acquisitions than firms with a high degree of shareholder rights. The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 05/18/06 - A Coventry Health Care Inc. *CVH* 222862104 03/20/06 2,000 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt Given the reasons mentioned above, we believe that the requested increase of 370,000,000 shares warrants shareholder support. 3 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt We believe that the removal of this obsolete provision is nted. 4 Authorize Board to Fill Vacancies For For Mgmt The ability to elect directors is the single most important use of the shareholder franchise. ISS believes that directors that have been voted to the board to fill a vacancy should stand for election at the next annual shareholders meeting. Therefore, ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 5 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.09 percent is within the allowable cap for this company of 9.39 percent. Additionally, this plan expressly forbids repricing. 6 Ratify Auditors For For Mgmt 11/03/05 - A Cree, Inc. *CREE* 225447101 09/13/05 1,700 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Charles M. Swoboda --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from insiders Charles M. Swoboda and John W. Palmour, Ph.D. and independent outsiders Dolph W. von Arx, James E. Dykes, Robert J. Potter, Ph.D. and Harvey A. Wagner for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director John W. Palmour, Ph.D. --- Withhold 1.3 Elect Director Dolph W. Von Arx --- Withhold 1.4 Elect Director James E. Dykes --- Withhold 1.5 Elect Director Robert J. Potter, Ph.D. --- Withhold 1.6 Elect Director Harvey A. Wagner --- Withhold 2 Approve Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 11.44 percent is within the allowable cap for this company of 12.66 percent. Additionally, this plan expressly forbids repricing. 4 Ratify Auditors For For Mgmt 01/26/06 - A D.R. Horton, Inc. *DHI* 23331A109 12/01/05 3,500 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.75 percent is within the allowable cap for this company of 9.44 percent. Additionally, this plan expressly forbids repricing. 3 Increase Authorized Common Stock For For Mgmt The requested increase of 600,000,000 shares is below the allowable threshold of 67,500,000 shares. 4 Report on Energy Efficiency Against Against ShrHoldr In this case, ISS notes that D.R. Horton has not publicly disclosed significant information on its environmental policies and performance. That said, ISS believes that companies in the homebuilding industry should continue to explore the manner in which increased energy efficiency could be beneficial, both for sustainable financial performance at the company and for the environment and stakeholders, and disclose information on how the company is addressing these concerns in their filings or through other public reporting. However, we question the degree to which a specific report on GHG emissions would address the core business of the company and provide meaningful information that would benefit shareholders. Finally, based on recognition from the EPA's Energy Star program and the lack of recent, significant controversy related to the company's environmental performance, there does not appear to be any information to suggest that D.R. Horton operates in a manner that is inconsistent with accepted industry standards or likely to result in damage to the company's reputation or shareholder value. Therefore, while ISS encourages D.R. Horton to develop policies and reporting methods to proactively address and communicate information to shareholders related to environmental performance, we do not believe support for this proposal is warranted at this time. 5 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 09/21/05 - A Darden Restaurants, Inc. *DRI* 237194105 07/25/05 2,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/15/06 - A DaVita Inc. *DVA* 23918K108 03/23/06 500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/19/06 - A Dean Foods Company *DF* 242370104 03/24/06 1,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Prepare a Sustainability Report Against For ShrHoldr Conclusion While Dean Foods does have a code of conduct and certain information on community involvement and environmental policies available on the company website, detailed disclosure of its environmental performance, diversity, workplace health and safety, and sustainable growth initiatives was generally not available in a comprehensive report. Additionally, while we commend the company for the steps it has taken to address some issues of concern, ISS also notes that sustainability reporting is becoming the norm at many large companies and could improve company policies and performance while not presenting a significant administrative or financial burden to the company. As such, we believe that more comprehensive reporting on sustainability issues will help the company to better assess issues of importance to stakeholders as a function of reviewing its operations. Therefore, considering the current lack of detailed disclosure and the potential benefits that could be derived from increased reporting, ISS recommends a vote FOR this proposal. 07/15/05 - A Dell Inc. *DELL* 24702R101 05/20/05 40,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS views the debate over the current director election system as useful and timely. A variety of reform measures should be considered. We believe it is important to have a discussion over the merits and flaws of the current director election system in the U.S. The arguments against a Majority Vote requirement raise serious issues. Therefore, we support the majority vote principle but we believe that boards should have wide latitude in designing a workable standard. If this proposal were presented as a binding agenda item, we would carefully consider the ramifications of implementation. If a company were to receive majority shareholder support on this proposal, we would look to the company to create a workable model for its own election system. In supporting this precatory proposal, we advocate that the director election system give full effect to the shareholder franchise. Perhaps with support for this proposal, coupled with continued debate on election reforms, the director election system can evolve to the next level. 4 Expense Stock Options Against For ShrHoldr Although we recognize that FASB's revised Statement 123 will require public companies to expense options at the beginning of their next fiscal year that begins after June 15, 2005, we still support the proposed resolution given our belief that expensing is in shareholders' best interest. ISS recommends shareholders to support this shareholder proposal. 06/07/06 - A Devon Energy Corp. *DVN* 25179M103 04/10/06 1,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt Authorizing the grant of SARs and cash-out rights under this plan will not adversely affect shareholders or result in any additional shareholder value transfer. As such, shareholder support of this amendment is warranted. 05/31/06 - A Dollar General Corp. *DG* 256669102 03/27/06 6,300 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt IV. Vote Recommendation Approval of this item would allow the company to preserve the tax deductibility of performance-based compensation under Section 162(m). ISS recommends a vote FOR this proposal. 3 Ratify Auditors For For Mgmt 06/14/06 - A Dollar Tree Stores, Inc. *DLTR* 256747106 04/21/06 3,000 1 Elect Directors For For Mgmt 05/09/06 - A DST Systems, Inc. *DST* 233326107 03/13/06 600 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Thomas A. Mccullough --- Withhold We recommend withholding votes from all nominees. We recommend that shareholders WITHHOLD votes from Thomas A. McCullough, William C. Nelson, and Travis E. Reed for failure to submit the company's poison pill to a shareholder vote. 1.2 Elect Director William C. Nelson --- Withhold 1.3 Elect Director Travis E. Reed --- Withhold 2 Ratify Auditors For For Mgmt 05/25/06 - A E*Trade Financial Corp. *ET* 269246104 04/03/06 2,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 12/01/05 - A Emulex Corp. *ELX* 292475209 10/10/05 1,000 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The company has submitted two equity proposals. The combined total cost of the company's plans of 9.66 percent is within the allowable cap for this company of 15.40 percent. Furthermore, the company prohibits repricing of stock options without seeking prior approval of shareholders. 3 Amend Non-Employee Director Omnibus Stock Plan For For Mgmt VI. Vote Recommendation The company has submitted two equity proposals. The combined total cost of the company's plans of 9.66 percent is within the allowable cap for this company of 15.40 percent. 4 Ratify Auditors For For Mgmt 05/02/06 - A EOG Resources, Inc. *EOG* 26875P101 03/06/06 3,600 1 Elect Directors For For Mgmt 1.1 Elect Director George A. Alcorn --- For We recommend a vote FOR the directors with the exception of independent outsider William D. Stevens. We recommend that shareholders WITHHOLD votes from William D. Stevens for poor attendance. 1.2 Elect Director Charles R. Crisp --- For 1.3 Elect Director Mark G. Papa --- For 1.4 Elect Director Edmund P. Segner, III --- For 1.5 Elect Director William D. Stevens --- For 1.6 Elect Director H. Leighton Steward --- For 1.7 Elect Director Donald F. Textor --- For 1.8 Elect Director Frank G. Wisner --- For 2 Ratify Auditors For For Mgmt 05/17/06 - A Equifax Inc. *EFX* 294429105 03/09/06 1,400 1 Elect Directors For Split Mgmt 1.1 Elect Director Garry Betty --- Withhold We recommend a vote FOR the directors with the exception of independent outsiders Garry Betty, Larry L. Prince and Jacquelyn M. Ward. We recommend that shareholders WITHHOLD votes from Larry L. Prince and Jacquelyn M. Ward for for failure to submit the company's poison pill to a shareholder vote. 1.2 Elect Director Larry L. Prince --- Withhold 1.3 Elect Director Richard F. Smith --- For 1.4 Elect Director Jacquelyn M. Ward --- Withhold 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 05/03/06 - A Expeditors International Of Washington, Inc. 302130109 03/10/06 300 *EXPD* 1 Elect Directors For For Mgmt 1.1 Elect Director Peter J. Rose --- For We recommend a vote FOR the directors. 1.2 Elect Director James L.K. Wang --- For 1.3 Elect Director R. Jordan Gates --- For 1.4 Elect Director James J. Casey --- For 1.5 Elect Director Dan P. Kourkoumelis --- For 1.6 Elect Director Michael J. Malone --- For 1.7 Elect Director John W. Meisenbach --- For 2 Approve Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.68 percent is within the allowable cap for this company of 10.09 percent. Additionally, this plan expressly forbids repricing. As such, we recommend a vote FOR item 2. 3 Ratify Auditors For For Mgmt 4 Implement Sexual Orientation Policy Against For ShrHoldr In this case, we note that the company has not identified any resulting costs to the company of including such a reference in its EEO policy. Certain peer companies in the industry do include such language in their EEO statements without any apparent negative results. Therefore, considering potential benefits for the company and the absence of information suggesting that there may be significant costs or negative impacts associated with adopting this resolution, we believe that Expeditors International should amend its EEO to explicitly prohibit discrimination based on sexual orientation. 05/24/06 - A Express Scripts, Inc. *ESRX* 302182100 03/31/06 6,700 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt The requested increase of 375,000,000 shares is below the allowable threshold of 398,750,000 shares. 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 8.09 percent is within the allowable cap for this company of 9.12 percent. Additionally, this plan expressly forbids repricing. 4 Ratify Auditors For For Mgmt 05/31/06 - A Exxon Mobil Corp. *XOM* 30231G102 04/06/06 6,900 1 Elect Directors For Split Mgmt 1.1 Elect Director Michael J. Boskin --- For We recognize the company's contention that they are using base salary plus bonus in the pension calculation because they consider earnings bonus units as part of the annual cash bonus. Nevertheless the earnings bonus units are long-term performance based pay, not annual cash bonuses, and are recorded as LTIPs in the proxy statement.The inclusion of performance-based compensation into the pension calculation has inflated the value of pension earnings for executives at ExxonMobil. Mr. Raymond's $98 million retirement package would have been considerably smaller without the addition of earnings bonus units into the calculation. Creating a retirement program where performance awards are rolled into a pension means that those awards are earned once, but used as compensation twice. This double dipping phenomenon has created a wealth enhancing effect for all participants under this plan. The plan will continue to generate sizeable payouts for Mr. Tillerson, just as it did for Mr. Raymond. Therefore, we urge the Compensation Committee to amend the practice of including earnings bonus units in the pension calculation, as this practice grossly inflates the pension payout and has no discernable value for shareholders. ISS recommends shareholders to withhold votes from the members of the compensation committee with the exception of Samuel J. Palmisano for the poor compensation practices. Samuel J. Palmisano, one of the current members of the compensation committee, joined the board in 2006. We recommend shareholders to withhold votes from William R. Howell, James R. Houghton, Reatha Clark King and Walter V. Shipley for administering a poor compensation practice. 1.2 Elect Director William W. George --- For 1.3 Elect Director James R. Houghton --- Withhold 1.4 Elect Director William R. Howell --- Withhold 1.5 Elect Director Reatha Clark King --- Withhold 1.6 Elect Director Philip E. Lippincott --- For 1.7 Elect Director Henry A. McKinnell, Jr. --- For 1.8 Elect Director Marilyn Carlson Nelson --- For 1.9 Elect Director Samuel J. Palmisano --- For 1.10 Elect Director Walter V. Shipley --- Withhold 1.11 Elect Director J. Stephen Simon --- For 1.12 Elect Director Rex W. Tillerson --- For 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against For ShrHoldr In this case, the number of directors at any time may be increased or diminished by the vote of the board of directors as stated in the company's certificate of incorporation. Therefore, the company fails to meet all of the aforementioned corporate governance. Accordingly, the proposal warrants shareholder support. 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system gives full effect to the shareholder franchise. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 5 Company-Specific-Nominate Independent Director with Against Against ShrHoldr Industry Experience Therefore ISS believes that diverse experience among a company's directors can improve the board's ability to effectively oversee the strategic management of the company. However, because of concerns over the feasibility of implementing this resolution and the lack of information suggesting that the current directors are uninformed, or failing in their responsibilities to shareholders, we do not recommend shareholder support at this time. 6 Require Director Nominee Qualifications Against Against ShrHoldr According to ISS' policies, none of the directors are currently over-committed. Further, the company has policies and procedures in place to ensure that directors are not over-committeed. Therefore, ISS does not believe that this item warrants shaerholder support. 7 Non-Employee Director Compensation Against Against ShrHoldr The proponent's concern on excessive CEO compensation is valid in the current environment. Executive compensation is a major concern among shareholders. Lucrative CEO compensation packages, stealth compensation in the form of deferred compensation and supplemental executive retirement plans, poor alignment of pay and performance have led to shareholders' dissatisfaction. The mounting concern is evidenced by the growing number of pay related shareholder proposals and the litigation on executive pay practices. However, the proponent has targeted director's compensation and not CEO's compensation. Unlike CEO's pay, director compensation is generally not pay for performance. Instead, directors receive annual retainer fee, plus additional fees for serving on committees and attending board and committee meetings. To align the interests of directors with shareholders, directors also receive automatic grants of stock options and/or stock awards. Abuse in the area of director compensation appears in isolated cases. Retirement packages, such as pension programs for directors are no longer common among companies. ISS believes the proponent's request to annually seek shareholder approval for every future director compensation package is burdensome and offers little value to shareholders. Furthermore, the proposal does not seek to address the real issue - runaway CEO compensation. 8 Separate Chairman and CEO Positions Against Abstain ShrHoldr In this case, a substantial majority of the board members are independent outsiders and the key committees are composed of independent directors. The board has established governance guidelines, which can be found on the company's website. The company also did not underperform its index on the one-year and three-year total shareholder returns. The chairs of two key board committees serve as co-presiding directors for non-employee director executive sessions on a structured, rotational basis. The Compensation Committee Chair serves as presiding director for executive sessions when the primary topics of discussion relate to matters such as the performance evaluation and compensation of the CEO or CEO succession planning. The Board Affairs Committee Chair serves as presiding director for executive sessions when the primary topics of discussion relate to corporate governance. The independent directors also have authority to designate a different presiding director depending on the primary subject matter of a particular executive session. Therefore, the company does not have a designated lead director with more expansive duties than those set out for the committee chairperson, which should include approving information sent to the board, approving meeting agendas and meeting schedules for the board, the authority to call meetings of the independent directors and his or her availability for consultation and direct communication if requested by major shareholders. As noted above, ISS refrains from making a vote recommendation on this agenda item. 9 Review Executive Compensation Against Against ShrHoldr We believe that the compensation committee report should provide a more robust discussion of executive pay decisions, particularly in light of the substantial compensation and retirement packages that were granted to Mr. Raymond. However, we question the utility to shareholders of a detailed report disclosing and analyzing the balance between executive compensation and the pay of Exxon Mobil's lowest paid employees over the last ten years. While we agree that shareholders could benefit from an in depth review of the compensation committee's policies to control excessive CEO pay , the specific information requested by this resolution focuses more directly on the issue of pay disparity within the company, and may result in a report that is arbitrary in nature, or provides limited meaningful information to shareholders. As such, we do not recommend shareholder support for this resolution. 10 Link Executive Compensation to Social Issues Against Against ShrHoldr Although ISS generally recommends votes for proposals that increase performance-based compensation for executives, the system suggested in this resolution proposes that the compensation committee calculate a portion of executive salary based solely on certain social and environmental factors. While ISS is concerned with some aspects of the company's pay practices, we do not believe that establishing and disclosing detailed social and environmental metrics as quantified factors to be used when calculating executive compensation would benefit shareholder. In our opinion, explicitly defining such criteria could limit the compensation committee's ability to effectively establish and maintain the link between executive compensation and overall company performance in a dynamic industry. As such, we do not recommend shareholder support for this resolution. 11 Report on Political Contributions Against Against ShrHoldr In the case of ExxonMobil, ISS notes that the company provides some detailed information on its political contributions on the corporate website. Specifically, this information reiterates the company's policies related to corporate and PAC spending and discloses aggregate contribution amounts for corporate funds to state political initiatives and 527 organizations, as well as an overview of PAC contributions. Therefore, while we agree with the proponents that the business rational and detailed data on every type of political contribution may not be easily accessed, it is our opinion that information provided by Exxon Mobil's political contributions segment of the company website provides shareholders with sufficient insight into the company's policies and controls. As such, ISS does not believe that additional reporting on this matter is warranted at this time. 12 Report on Charitable Contributions Against Against ShrHoldr Without information suggesting that the company's management of its contributions or perks has had a negative impact on shareholder value, ISS does not believe that it is necessary or appropriate to challenge this particular contribution or the company's policies in general. Therefore, based on questions over the necessity and utility of this resolution, we do not recommend shareholder support. 13 Amend Equal Employment Opportunity Policy to Prohibit Against For ShrHoldr Discrimination Based on Sexual Orientation Given the fact that company's competitors reference sexual orientation discrimination in their EEO statements and the fact that Mobil did explicitly bar this type of discrimination in its EEO statement prior to the merger with Exxon, we believe that the company should amend its EEO to explicitly prohibit discrimination based on sexual orientation. As such, we recommend that shareholders vote for this resolution. 14 Report on Damage Resulting from Drilling for Oil and Against Against ShrHoldr gas in Protected Areas Therefore, based on the level of existing disclosure relative to other companies in the industry and the potential cost and burden associated with producing this information, we recommend a vote against this resolution. 15 Report Accountability for Company's Environmental Against Against ShrHoldr Impacts due to Operation In this case, the proponent is asking ExxonMobil to disclose information on how it is accountable for the environmental impacts that its operations have on communities. Specifically, the shareholder is asking that the company discuss not only the negative impact of its operations, but also details on how the company integrates community awareness into its policies and reporting. ISS notes that the company is involved in several community initiatives to improve social welfare or encourage ongoing dialogue with the company on issues of importance to stakeholders. Moreover, the company provides a substantial amount of disclosure on its environmental performance and social initiatives. While this disclosure may not discuss each issue recommended by the proponent, it does allow investors to clearly evaluate the policies and management controls that the company has established to measure and evaluate environmental performance and the impact of company operations on community stakeholders. Therefore, ISS does not believe that shareholder support for this resolution is warranted. 01/19/06 - A Family Dollar Stores, Inc. *FDO* 307000109 11/22/05 1,300 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.12 percent is within the allowable cap for this company of 10.47 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 04/18/06 - A Fastenal Co. *FAST* 311900104 02/20/06 500 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert A. Kierlin --- Withhold We recommend a vote FOR the directors with the exception of insiders Reyne K. Wisecup and Willard D. Oberton, and affiliated outsiders Stephen M. Slaggie and Robert A. Kierlin. We recommend that shareholders WITHHOLD votes from Reyne K. Wisecup, Willard D. Oberton, Stephen M. Slaggie, and Robert A. Kierlin for failure to establish independent nominating and compensation committees. 1.2 Elect Director Stephen M. Slaggie --- Withhold 1.3 Elect Director Michael M. Gostomski --- For 1.4 Elect Director John D. Remick --- For 1.5 Elect Director Henry K. McConnon --- For 1.6 Elect Director Robert A. Hansen --- For 1.7 Elect Director Willard D. Oberton --- Withhold 1.8 Elect Director Michael J. Dolan --- For 1.9 Elect Director Reyne K. Wisecup --- Withhold 2 Ratify Auditors For For Mgmt 09/26/05 - A FedEx Corporation *FDX* 31428X106 08/01/05 400 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.23 percent is within the allowable cap for this company of 6.48 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 4 Adopt Simple Majority Vote Against For ShrHoldr ISS maintains that a simple majority of voting shares should be sufficient to effect changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking amendments that are in shareholders' best interests. ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 5 Report on Corporate Political Contributions Against Against ShrHoldr In the case of FedEx, ISS notes that the company briefly discusses its policies on political contributions in its code of ethics on the company website and these policies do not appear inconsistent with industry standards or existing regulations on this issue. Furthermore, the company does not appear to be the subject of any recent, significant controversy, fines, or litigation resulting from political action or contributions from it or its employee sponsored PAC. Therefore, ISS does not believe that additional reporting on this matter is warranted at this time. 6 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS views the debate over the current director election system as useful and timely. A variety of reform measures should be considered. We believe it is important to have a discussion over the merits and flaws of the current director election system in the U.S. The arguments against a majority vote requirement raise serious issues. Therefore, we support the majority vote principle but we believe that boards should have wide latitude in designing a workable standard. If this proposal were presented as a binding agenda item, we would carefully consider the ramifications of implementation. If a company were to receive majority shareholder support on this proposal, we would look to the company to create a workable model for its own election system. In supporting this precatory proposal, we advocate that the director election system give full effect to the shareholder franchise. Perhaps with support for this proposal, coupled with continued debate on election reforms, the director election system can evolve to the next level. 05/10/06 - A First Data Corp. *FDC* 319963104 03/13/06 5,000 1 Elect Directors For For Mgmt 2 Elect Director David A. Coulter For For Mgmt 3 Elect Director Henry C. Duques For For Mgmt 4 Elect Director Peter B. Ellwood For For Mgmt 5 Ratify Auditors For For Mgmt 05/24/06 - A Fiserv, Inc. *FISV* 337738108 03/20/06 1,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, in a case where a company has in place certain unfavorable governance provisions, as indicated above, we do not believe the resignation policy is a sufficient alternative to the proposed majority voting standard. The company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. In addition, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 01/26/06 - A Franklin Resources, Inc. *BEN* 354613101 11/30/05 800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/06 - A Frontier Oil Corp. *FTO* 35914P105 03/07/06 200 1 Elect Directors For Split Mgmt 1.1 Elect Director James R. Gibbs --- For We recommend a vote FOR the directors with the exception of independent outsider Paul B. Loyd, Jr. We recommend that shareholders WITHHOLD votes from Paul B. Loyd, Jr. for poor attendance. 1.2 Elect Director Douglas Y. Bech --- For 1.3 Elect Director G. Clyde Buck --- For 1.4 Elect Director T. Michael Dossey --- For 1.5 Elect Director James H. Lee --- For 1.6 Elect Director Paul B. Loyd, Jr. --- Withhold 1.7 Elect Director Michael E. Rose --- For 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.41 percent is within the allowable cap for this company of 8.11 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 04/20/06 - A Genentech, Inc. *DNA* 368710406 02/22/06 8,500 1 Elect Directors For Split Mgmt 1.1 Elect Director Herbert W. Boyer --- Withhold We recommend a vote FOR for the directors with the exception of insiders Arthur D. Levinson, Jonathan K.C. Knowles, Erich Hunziker and William M. Burns, and affiliated outsider Herbert W. Boyer. We recommend that shareholders WITHHOLD votes from Arthur D. Levinson for failure to establish a majority independent board, from Jonathan K.C. Knowles for failure to establish a majority independent board and for standing as insider on the Compensation Committee, and from Erich Hunziker for failure to establish a majority independent board and for standing as insider on the Compensation and Nominations committees. We also recommend that shareholders WITHHOLD votes from William M. Burns for failure to establish a majority independent board and for standing as insider on the Compensation and Nominations committees, and from Herbert W. Boyer for failure to establish a majority independent board and for standing as affiliated outsider on the Audit, Compensation and Nominations committees. 1.2 Elect Director William M. Burns --- Withhold 1.3 Elect Director Erich Hunziker --- Withhold 1.4 Elect Director Jonathan K.C. Knowles --- Withhold 1.5 Elect Director Arthur D. Levinson --- Withhold 1.6 Elect Director Debra L. Reed --- For 1.7 Elect Director Charles A. Sanders --- For 2 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 3 Ratify Auditors For For Mgmt 05/03/06 - A General Dynamics Corp. *GD* 369550108 03/10/06 300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 4 Disqualification of Directors Who Fail to Receive Against For ShrHoldr Majority Vote Adoption of this bylaw amendment would put more authority in the hands of shareholders which will infuse greater accountability into the director election process. In our view, the company's owners should be the final arbiters in deciding which directors should continue to represent the interests of shareholders. 5 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, in this case the absence of a designated lead director, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 6 Report Political Contributions Against For ShrHoldr In the case of General Dynamics, ISS notes that the company does not appear to publish a policy on political contributions that clearly defines business objectives for its contributions, the process for evaluating and overseeing such contributions, or the management of General Dynamic's political action committees. ISS believes that some aspects of this resolution may be overly restrictive or burdensome; however, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political spending, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote for this resolution. 7 Sustainability Report Against For ShrHoldr While ISS believes that the company should have the flexibility to determine the most appropriate format for its sustainability report, we also note that the content of this report should be measured against industry peers and accepted standards of reporting. General Dynamics' existing disclosure on corporate responsibility and sustainability provides some information on specific initiatives that the company participates in, as well as certain, generalized social or environmental disclosure at subsidiary business units. However, detailed information on the company's policies related to social, environmental, and economic sustainability is either not available or not disclosed publicly. As such, we believe that more comprehensive reporting on sustainability issues will benefit General Dynamics' by helping the company to better assess the financial risks that certain issues pose to its current and future business operations. Therefore, we recommend shareholder support for this resolution. 04/26/06 - A General Electric Co. *GE* 369604103 02/27/06 3,600 1 Elect Directors For Split Mgmt 1.1 Elect Director James I. Cash, Jr. --- For We recommend a vote FOR the directors with the exception of independent outsider Claudio X. Gonzalez. We recommend that shareholders WITHHOLD votes from Claudio X. Gonzalez for sitting on more than three boards while serving as a CEO. 1.2 Elect Director Sir William M. Castell --- For 1.3 Elect Director Ann M. Fudge --- For 1.4 Elect Director Claudio X. Gonzalez --- Withhold 1.5 Elect Director Jeffrey R. Immelt --- For 1.6 Elect Director Andrea Jung --- For 1.7 Elect Director Alan G. Lafley --- For 1.8 Elect Director Robert W. Lane --- For 1.9 Elect Director Ralph S. Larsen --- For 1.10 Elect Director Rochelle B. Lazarus --- For 1.11 Elect Director Sam Nunn --- For 1.12 Elect Director Roger S. Penske --- For 1.13 Elect Director Robert J. Swieringa --- For 1.14 Elect Director Douglas A. Warner, III --- For 1.15 Elect Director Robert C. Wright --- For 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Voting Against Against ShrHoldr In this case, the company meets all of the company's corporate governance criteria. Accordingly, the proposal does not warrant shareholder support 4 Adopt Policy on Overboarded Directors Against For ShrHoldr Although the company maintains a policy regarding overboarded directors, the policy permits the maintenance of current directors who exceed these limits if the board determines that such director's service on the board would not be impaired. In fact, the company has already made an exception with regard to director Claudio Gonzalez, who sits on over six other public company boards. The proponent's request would not allow the company to bypass or alter these limits without shareholder approval. Therefore, we believe that the proponent's request represents a preferable policy framework from a shareholder's perspective. As such, we believe this item warrants shareholder support. 5 Company-Specific -- One Director from the Ranks of the Against Against ShrHoldr Retirees ISS believes that director nominees who are best qualified and who have the relevant experience should serve as directors for the interests of all shareholders and as such the director selection process should not be limited to a certain type of director. This proposal would limit the board's independent nominating committee from selecting the best director candidates. Further, the board already includes directors with diverse experience. As such, we do not support this item. 6 Separate Chairman and CEO Positions Against Against ShrHoldr We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO position. 7 Require a Majority Vote for the Election of Directors Against Against ShrHoldr At this time, considering the company's actions taken to create a meaningful alternative in their bylaws, we recommend that shareholders vote AGAINST this proposal. 8 Report on Environmental Policies Against Against ShrHoldr Therefore, while ISS would encourage the company to continue to evaluate and disclose information on its policies and strategic directions, we do not believe that shareholder support for this resolution is warranted. 05/02/06 - A Getty Images, Inc. *GYI* 374276103 03/02/06 500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/10/06 - A Gilead Sciences, Inc. *GILD* 375558103 03/22/06 2,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.59 percent is within the allowable cap for this company of 12.37 percent. Additionally, this plan expressly forbids repricing. 4 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Increase Authorized Common Stock For For Mgmt 6 Report on Impact of HIV/AIDS, TB, and Malaria Pandemics Against For ShrHoldr ISS notes that the company's disclosure on policies and topics related to the HIV/AIDS, TB, and Malaria pandemics is not as comprehensive or readily available to the public as many other companies in the industry. While Gilead does participate in certain research efforts, cooperative studies, and subsidy programs, the limited level of disclosure on these issues makes it difficult to determine specifically how the company is addressing concerns associated with this health crisis and potential impact that such decisions may have on shareholder value. ISS believes that this is of particular concern based on Gilead's focus on HIV/AIDS treatments. Therefore, due to the lack of publicly available information on the company's policies related to the potential impact that the HIV/AIDS, TB, and Malaria pandemics could have on the company, we recommend support for this resolution. 09/21/05 - A Global Payments, Inc. *GPN* 37940X102 08/05/05 400 1 Elect Directors For For Mgmt 04/25/06 - A Goodrich Corporation *GR* 382388106 03/06/06 3,200 1 Elect Directors For Split Mgmt 1.1 Elect Director Diane C. Creel --- Withhold We recommend a vote FOR the directors with the exception of independent outsider Diane C. Creel. We recommend that shareholders WITHHOLD votes from Diane C. Creel for poor attendance. 1.2 Elect Director George A. Davidson, Jr. --- For 1.3 Elect Director Harris E. DeLoach, Jr. --- For 1.4 Elect Director James W. Griffith --- For 1.5 Elect Director William R. Holland --- For 1.6 Elect Director John P. Jumper --- For 1.7 Elect Director Marshall O. Larsen --- For 1.8 Elect Director Douglas E. Olesen --- For 1.9 Elect Director Alfred M. Rankin, Jr. --- For 1.10 Elect Director James R. Wilson --- For 1.11 Elect Director A. Thomas Young --- For 2 Ratify Auditors For For Mgmt 05/11/06 - A Google Inc *GOOG* 38259P508 03/17/06 1,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For Against Mgmt V. Vote Recommendation Although the total cost of the company's plans of 7.68 percent is within the allowable cap for this company of 9.13 percent, the plan allows repricing of underwater stock options without shareholder approval, which we believe reduces the incentive value of the plan. 4 Company-Specific-Recapitalization Plan Against For ShrHoldr ISS advocates a one-share, one-vote policy. We therefore frown on companies that have different classes of common stock with disparate voting rights. This effectively gives one class of shareholders disproportionate voting power in the company in relation to its equity position. As a non-binding proposal, we support the request that the company take steps to adopt a recapitalization plan whereby all of the company's outstanding stock would have one vote. In general, we believe that simplified capital structures where voting interests are proportional to economic interests are preferable to dual class structures where management owns supervoting stock. 05/10/06 - A Grant Prideco Inc *GRP* 38821G101 03/21/06 1,700 1 Elect Directors For Split Mgmt 1.1 Elect Director David J. Butters --- For We recommend a vote FOR the directors with the exception of independent outsider David A. Trice. We recommend that shareholders WITHHOLD votes from David A. Trice for sitting on more than three boards. 1.2 Elect Director Eliot M. Fried --- For 1.3 Elect Director Dennis R. Hendrix --- For 1.4 Elect Director Harold E. Layman --- For 1.5 Elect Director Sheldon B. Lubar --- For 1.6 Elect Director Michael McShane --- For 1.7 Elect Director Robert K. Moses, Jr. --- For 1.8 Elect Director Joseph E. Reid --- For 1.9 Elect Director David A. Trice --- Withhold 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.43 percent is within the allowable cap for this company of 5.77 percent. Additionally, this plan expressly forbids repricing. 3 Approve Executive Incentive Bonus Plan For For Mgmt ISS supports the material term of the performance criteria. 05/17/06 - A Halliburton Co. *HAL* 406216101 03/20/06 2,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt The requested increase of 1,000,000,000 shares is below the allowable threshold of 1,600,000,000 shares. 4 Amend Terms of Severance Payments to Executives For For Mgmt Sixty-three percent of NYSE companies use a 3X multiple for the CEO, while NASDAQ companies use either 2X or 3X multiples for CEOs. A few companies set the severance multiple equal to 2.99X which is similar to the tax law safe harbor for avoiding excise tax liability. NYSE companies commonly use a 3X multiple for other executives although 2X-2.99X multiples are almost as prevalent (48 percent vs. 40 percent). Under Section 4999 of the Internal Revenue Code, an excise tax must be paid by an individual if total payments made in connection with a CIC exceed the safe-harbor limit, which is 2.99X the individual's 'base amount.' The excise tax to the individual is equal to 20 percent of all amounts paid in excess of 1X the 'base amount', and the company loses the corresponding tax deduction for this 'excess parachute payment', under Section 280G of the Code. ISS supports the submission of golden parachutes and other severance provisions for shareholder ratification as a general principle. Furthermore, we believe that a company's parachute provisions should be reasonable and not excessive. Although the company would not be required to seek shareholder approval of severance agreements with an executive officer that provide 'benefits' that do not exceed 2.99 times the executive officer's annual base salary and bonus, note that such threshold is the standard for NYSE companies. 5 Review Human Rights Standards Against For ShrHoldr In this case, Halliburton does not appear to have established a publicly available code of conduct that specifically references certain issues related to workplace human rights. We also note that many multinational companies have established such codes or standards and have posted them on their websites. While ISS recognizes that the adoption of an outside, independent monitoring program could be costly or inappropriate for some companies, we do believe that formal workplace labor rights policies can help companies avoid high-profile public issues, thus managing reputation risk and mitigating the potential for exposure to costly fines or litigation. Although the company has not been involved in any recent, significant human rights controversies, ISS believes that reviewing the potential for such violations in its operations and evaluating its existing policies on human rights issues could be beneficial for the company without exposing it to significant cost or burden. As such, we recommend shareholder support for this resolution. 6 Require a Majority Vote for the Election of Directors Against For ShrHoldr In this case, the company has not adopted a director resignation policy. Rather, the board believes that plurality voting is appropriate until statutory or case law evolves so that there is certainty as to the outcome of elections under a majority vote standard. Regarding the company's governance features, note that the company: (1) has an annually elected board, (2) does not have poison pill, and (3) allows shareholders to call special meetings and act by written consent. ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 7 Amend Terms of Existing Poison Pill Against Against ShrHoldr ISS Analysis and Vote Recommendation ISS believes that the proponent's request is unnecessary given the company's current policy regarding shareholder rights plans. Note that the company's policy represents a better alternative for shareholders as it requires that any adoption of a rights plan be submitted to a shareholder vote or expire within a year if it is adopted, due to timing constraints or other reasons, without prior shareholder approval. The proponent's proposal would only require two-thirds of the board to approve a shareholder rights plan and the expiration of such plan would occur three years following adoption. 04/29/06 - A Harley-Davidson, Inc. *HDI* 412822108 03/09/06 2,900 1 Elect Directors For For Mgmt 1.1 Elect Director Jeffrey L. Bluestein --- For recommend shareholders vote FOR the directors. 1.2 Elect Director Donald A. James --- For 1.3 Elect Director James A. Norling --- For 1.4 Elect Director James L. Ziemer --- For 2 Ratify Auditors For For Mgmt 10/28/05 - A Harris Corp. *HRS* 413875105 08/31/05 3,000 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 10.32 percent is within the allowable cap for this company of 12.50 percent. Additionally, this plan expressly forbids repricing. 3 Approve/Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Ratify Auditors For For Mgmt 05/25/06 - A HCA, Inc. *HCA* 404119109 03/31/06 5,800 1 Elect Directors For Split Mgmt 1.1 Elect Director C. Michael Armstrong --- For We recommend a vote FOR the directors with the exception of affiliated outsider Frank S. Royal, M.D. We recommend that shareholders WITHHOLD votes from Frank S. Royal, M.D. for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Magdalena H. Averhoff, M.D. --- For 1.3 Elect Director Jack O. Bovender, Jr. --- For 1.4 Elect Director Richard M. Bracken --- For 1.5 Elect Director Martin Feldstein --- For 1.6 Elect Director Thomas F. Frist, Jr., M.D. --- For 1.7 Elect Director Frederick W. Gluck --- For 1.8 Elect Director Glenda A. Hatchett --- For 1.9 Elect Director Charles O. Holliday, Jr. --- For 1.10 Elect Director T. Michael Long --- For 1.11 Elect Director John H. McArthur --- For 1.12 Elect Director Kent C. Nelson --- For 1.13 Elect Director Frank S. Royal, M.D. --- Withhold 1.14 Elect Director Harold T. Shapiro --- For 2 Ratify Auditors For For Mgmt 3 Performance-Based Against For ShrHoldr The proposal requests that a significant portion of future stock option grants to senior executives shall be performance-based. ISS believes that this is not unduly restrictive. Based on the available public disclosure, we could not directly link any of the stock option grants or other equity grants to performance metrics. As such, we support this proposal. 4 Stock Retention/Holding Period Against For ShrHoldr ISS recognizes that the company has recently implemented stock ownership guidelines. Directors' guidelines are fairly rigorous and directors must hold five times their annual cash retainer in stock. However, we believe that the stock ownership guidelines for executives are not rigorous enough and should go beyond the standard five times salary for CEOs. Further, the company does not have a retention ratio nor a holding period requirement. As such, we believe this proposal warrants shareholder support. 05/11/06 - A Health Net, Inc. *HNT* 42222G108 03/22/06 3,000 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 8.13 percent is within the allowable cap for this company of 9.66 percent. 3 Ratify Auditors For For Mgmt 03/01/06 - A Helmerich & Payne, Inc. *HP* 423452101 01/09/06 700 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.67 percent is within the allowable cap for this company of 5.94 percent. Additionally, this plan expressly forbids repricing. 06/23/06 - S Helmerich & Payne, Inc. *HP* 423452101 05/08/06 1,000 1 Increase Authorized Common Stock For For Mgmt The requested increase of 80,000,000 shares is below the allowable threshold of 128,000,000 shares. 05/18/06 - A Henry Schein, Inc. *HSIC* 806407102 04/07/06 1,000 1 Elect Directors For Split Mgmt 1.1 Elect Director Stanley M. Bergman --- For We recommend a vote FOR the directors with the exception of affiliated outsider Marvin H. Schein. We recommend that shareholders WITHHOLD votes from Marvin H. Schein for poor attendance. 1.2 Elect Director Gerald A. Benjamin --- For 1.3 Elect Director James P. Breslawski --- For 1.4 Elect Director Mark E. Mlotek --- For 1.5 Elect Director Steven Paladino --- For 1.6 Elect Director Barry J. Alperin --- For 1.7 Elect Director Paul Brons --- For 1.8 Elect Director Dr. Margaret A. Hamburg --- For 1.9 Elect Director Donald J. Kabat --- For 1.10 Elect Director Philip A. Laskawy --- For 1.11 Elect Director Norman S. Matthews --- For 1.12 Elect Director Marvin H. Schein --- Withhold 1.13 Elect Director Dr. Louis W. Sullivan --- For 2 Ratify Auditors For For Mgmt 05/03/06 - A HESS CORP *HES* 023551104 03/13/06 100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Change Company Name For For Mgmt Because it is unlikely that the name change would have a negative financial impact on the company, ISS recommends supporting the proposal. 4 Increase Authorized Common Stock For For Mgmt The requested increase of 400,000,000 shares is below the allowable threshold of 480,000,000 shares. 5 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 05/02/06 - A HNI Corporation *HNI* 404251100 03/03/06 800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/06 - A Home Depot, Inc. (The) *HD* 437076102 03/28/06 43,800 1 Elect Directors For Split Mgmt 1.1 Elect Director Gregory D. Brenneman --- Withhold We recommend a vote to WITHHOLD from all directors with the exception of new nominee Angelo R. Mozilo. We recommend that shareholders WITHHOLD votes from Thomas J. Ridge, Robert L. Nardelli, Kenneth G. Langone, Lawrence R. Johnson, Laban P. Jackson, Jr., Bonnie G. Hill, Milledge A. Hart, III, Claudio X. Gonzalez, John L. Clendenin, and Gregory D. Brenneman for failure to implement a majority supported shareholder proposal, Compensation Committee members Lawrence R. Johnston, Bonnie G. Hill, Claudio X. Gonzalez, and John L. Clendenin for the company's poor compensation practices, and Claudio X. Gonzalez for sitting on more than three boards while serving as CEO. 1.2 Elect Director John L. Clendenin --- Withhold 1.3 Elect Director Claudio X. Gonzalez --- Withhold 1.4 Elect Director Milledge A. Hart, III --- Withhold 1.5 Elect Director Bonnie G. Hill --- Withhold 1.6 Elect Director Laban P. Jackson, Jr. --- Withhold 1.7 Elect Director Lawrence R. Johnston --- Withhold 1.8 Elect Director Kenneth G. Langone --- Withhold 1.9 Elect Director Angelo R. Mozilo --- For 1.10 Elect Director Robert L. Nardelli --- Withhold 1.11 Elect Director Thomas J. Ridge --- Withhold 2 Ratify Auditors For For Mgmt 3 Increase Disclosure of Executive Compensation Against For ShrHoldr 4 Report on EEOC-Related Activities Against For ShrHoldr As such we recommend that shareholders vote for this resolution. 5 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 6 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 7 Submit Supplemental Executive Retirement Plans to Against For ShrHoldr Shareholder vote 8 Report on Political Contributions Against For ShrHoldr As such, we recommend that shareholders vote FOR this resolution. 9 Increase Disclosure of Executive Compensation Against For ShrHoldr Therefore, ISS believes that this proposal warrants shareholder st. 10 Affirm Political Non-partisanship Against Against ShrHoldr Since it appears that the company has already addressed this issue through its own internal policies and observance of federal law, we do not believe that support of this proposal is warranted. 04/27/06 - A Humana Inc. *HUM* 444859102 03/06/06 3,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.57 percent is within the allowable cap for this company of 9.20 percent. Additionally, this plan expressly forbids repricing. 05/31/06 - A Ingram Micro, Inc. *IM* 457153104 04/03/06 200 1 Elect Directors For For Mgmt 05/17/06 - A Intel Corp. *INTC* 458140100 03/20/06 73,100 1 Elect Director Craig R. Barrett For For Mgmt 2 Elect Director Charlene Barshefsky For For Mgmt 3 Elect Director E. John P. Browne For For Mgmt 4 Elect Director D. James Guzy For For Mgmt 5 Elect Director Reed E. Hundt For For Mgmt 6 Elect Director Paul S. Otellini For For Mgmt 7 Elect Director James D. Plummer For For Mgmt 8 Elect Director David S. Pottruck For For Mgmt 9 Elect Director Jane E. Shaw For For Mgmt 10 Elect Director John L. Thornton For For Mgmt 11 Elect Director David B. Yoffie For For Mgmt 12 Rescind Fair Price Provision For For Mgmt 13 Amend Articles/Bylaws/Repeal Supermajority Vote For For Mgmt ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 14 Ratify Auditors For For Mgmt 15 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.46 percent is within the allowable cap for this company of 12.11 percent. Additionally, this plan expressly forbids repricing. 16 Approve Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 04/25/06 - A International Business Machines Corp. *IBM* 459200101 02/24/06 5,000 1 Elect Directors For Split Mgmt 1.1 Elect Director Cathleen Black --- For We recommend a vote FOR the directors with the exception of Michael L. Eskew and Lorenzo H. Zambrano. We recommend shareholders WITHHOLD votes from Michael L. Eskew for standing as an affiliated outsider on the Audit Committee and from Lorenzo H. Zambrano for sitting on more than three boards while serving as a CEO and for poor attendance. 1.2 Elect Director Kenneth I. Chenault --- For 1.3 Elect Director Juergen Dormann --- For 1.4 Elect Director Michael L. Eskew --- Withhold 1.5 Elect Director Shirley Ann Jackson --- For 1.6 Elect Director Minoru Makihara --- For 1.7 Elect Director Lucio A. Noto --- For 1.8 Elect Director James W. Owens --- For 1.9 Elect Director Samuel J. Palmisano --- For 1.10 Elect Director Joan E. Spero --- For 1.11 Elect Director Sidney Taurel --- For 1.12 Elect Director Charles M. Vest --- For 1.13 Elect Director Lorenzo H. Zambrano --- Withhold 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against For ShrHoldr In this case, the company fails to meet all of the aforementioned corporate governance and performance criteria. Specifically, shareholders may not call special meetings and may not act by written consent. With regard to the company's performance, IBM's shareholder returns have underperformed those of its industry peers and the index for the one- and three-year periods. Accordingly, the proposal warrants shareholder support. 4 Evaluate Age Discrimination in Retirement Plans Against Against ShrHoldr ISS believes the scope of the proponent's proposal is overly broad since it asks that all employees be allowed to choose participation in the plan, which could be costly to shareholders. Accordingly, we recommend a vote AGAINST this proposal. 5 Time-Based Equity Awards Against For ShrHoldr ISS believes that pension fund income can distort true operating performance, which may be the basis for determining executive bonuses and performance-related pay rather than gains from defined benefit plans. Shareholders should therefore support proposals that would exclude pension credits from calculations of executive compensation as this provides a cleaner measure for assessing actual performance. Furthermore, the company is not precluded from including pension credits from calculations of executive pay in the future. Adopting this practice is a matter of good corporate governance practice. 6 Increase Disclosure of Executive Compensation Against For ShrHoldr Therefore, while ISS does not necessarily support the specific minimum of $2,000 detailed in the resolution, ISS supports the spirit of this shareholder proposal and encourages the company's compliance with the request for full and transparent compensation disclosure. 7 Report on Outsourcing Against Against ShrHoldr In this case we note that IBM does outsource some positions to foreign markets where the company has determined that such actions would ultimately benefit the company and increase shareholder value. Further we note that several of the company's peers and competitors have outsourced similar jobs. Additionally, detailed disclosure on the company's policies regarding job outsourcing may not provide benefits to shareholders commensurate with the cost of preparing this report. As such, we do not recommend support for the proposal at this time. 8 Implement/ Increase Activity on the China Principles Against Against ShrHoldr ISS will continue to monitor the allegations of human rights violations at IBM facilities in China; however, we question the value of committing to adopt and implement the China Principles in addition to the policies that IBM already has implemented globally to address work-place labor rights concerns. In our opinion, another set of guidelines that apply only to operations in China could confuse or complicate the implementation of IBM's overarching policies related to workplace labor rights. Additionally, many aspects of the China Principles are already addressed in the exiting guidelines for corporate operations and vendor/supplier relationships. Therefore, we do not believe shareholder support for the resolution is necessary at this time. 9 Report on Political Contributions Against Against ShrHoldr In this case, IBM has established a policy that explicitly prohibits direct or indirect contributions to political entities or intermediaries that support political activities. Without information to suggest that IBM is not complying with this policy, ISS questions the value to shareholders of additional reporting on this subject. Therefore, we do not recommend shareholder support for this resolution. 10 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 11 Adopt Simple Majority Vote Against For ShrHoldr While the IBM board has not taken action to adopt a supermajority standard, a supermajority standard is the default under New York's Business Corporation Law for certain transactions, such as mergers. This proposal asks the company to take steps necessary for a simple majority vote to apply on each issue. The board, in this case, could put to shareholders for approval an amendment to its certificate of incorporation to require a lesser voting threshold. Therefore, we believe this proposal is relevant, and we support the proposal. 11/21/05 - A International Rectifier Corp. *IRF* 460254105 09/21/05 1,000 1 Elect Directors For For Mgmt 2 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the offering period is reasonable, and there are limitations on participation. 3 Ratify Auditors For For Mgmt 05/10/06 - A Intersil Corporation *ISIL* 46069S109 03/17/06 1,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 10.73 percent is within the allowable cap for this company of 12.48 percent. Additionally, this plan expressly forbids repricing. 04/21/06 - A Invitrogen Corp. *IVGN* 46185R100 02/24/06 600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 4 Increase Authorized Common Stock For For Mgmt The requested increase of 75,000,000 shares is below the allowable threshold of 150,000,000 shares. We recommend a vote FOR Item 4. 05/25/06 - A Iron Mountain Inc. *IRM* 462846106 04/13/06 500 1 Elect Directors For Split Mgmt 1.1 Elect Director Clarke H. Bailey --- Withhold We recommend a vote FOR the directors with the exception of independent outsider Clarke H. Bailey. We recommend that shareholders WITHHOLD votes from Clarke H. Bailey for sitting on more than three boards. 1.2 Elect Director Constantin R. Boden --- For 1.3 Elect Director Kent P. Dauten --- For 1.4 Elect Director John F. Kenny, Jr. --- For 1.5 Elect Director Arthur D. Little --- For 1.6 Elect Director C. Richard Reese --- For 1.7 Elect Director Vincent J. Ryan --- For 2 Increase Authorized Common Stock For For Mgmt The requested increase of 200,000,000 shares is below the allowable threshold of 300,000,000 shares. 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 8.13 percent is within the allowable cap for this company of 12.43 percent. 4 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 6 Ratify Auditors For For Mgmt 05/09/06 - A ITT Corp. *ITT* 450911102 03/17/06 1,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Change Company Name For For Mgmt Because it is unlikely that the name change would have a negative financial impact on the company, ISS recommends supporting the proposal. 01/26/06 - A Jacobs Engineering Group Inc. *JEC* 469814107 12/20/05 800 1 Elect Directors For For Mgmt 1.1 Elect Director Joseph R. Bronson --- For We recommend a vote FOR the directors. 1.2 Elect Director Thomas M.T. Niles --- For 1.3 Elect Director David M. Petrone --- For 1.4 Elect Director Noel G. Watson --- For 2 Ratify Auditors For For Mgmt 04/27/06 - A Johnson & Johnson *JNJ* 478160104 02/28/06 2,100 1 Elect Directors For For Mgmt 2 Amend Articles to Remove Antitakeover Provision For For Mgmt ISS supports any reduction of a company's voting requirements. We believe that the proposed amendment is in shareholders' best interest as it represents an improvement in the company's corporate governance structure. 3 Ratify Auditors For For Mgmt 4 Disclose Charitable Contributions Against Against ShrHoldr In this case, we note that the company discloses a significant amount of the information requested by the proponent on the corporate website. Therefore, considering the existing level of disclosure, ISS does not believe that the additional disclosure requested by the proponents will provide meaningful benefit to shareholders commensurate with the administrative cost and burden of producing the reports. 5 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, in a case where a company has in place certain unfavorable governance provisions, as indicated above, we do not believe the resignation policy is a sufficient alternative to the proposed majority voting standard. The company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. Further, with regard to management's concern that the proposal does not consider potential board vacancies, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 01/25/06 - A Johnson Controls, Inc. *JCI* 478366107 11/17/05 500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 02/23/06 - A Joy Global, Inc. *JOYG* 481165108 01/06/06 1,050 1 Elect Directors For Split Mgmt 1.1 Elect Director Steven L. Gerard --- Withhold We recommend a vote FOR the directors with the exception of independent outsider Steven L. Gerard. We recommend that shareholders WITHHOLD votes from Steven L. Gerard for sitting on more than three boards. 1.2 Elect Director John Nils Hanson --- For 1.3 Elect Director Ken C. Johnsen --- For 1.4 Elect Director James R. Klauser --- For 1.5 Elect Director Richard B. Loynd --- For 1.6 Elect Director P. Eric Siegert --- For 1.7 Elect Director James H. Tate --- For 04/06/06 - A KB Home *KBH* 48666K109 02/14/06 900 1 Elect Directors For For Mgmt 2 Reduce Authorized Common Stock For For Mgmt We believe this proposal is in shareholders' best interests because it would limit future dilution of their investment and would fulfill the company's prior commitment to shareholders. 3 Amend Omnibus Stock Plan For For Mgmt ISS would have recommended an AGAINST vote to this proposal if it had requested additional shares under the 1999 Incentive Plan. However, an AGAINST vote would not benefit shareholders since the company would lose the tax deductibility for performance based cash and equity awards. Furthermore, the overall plan amendments represent an improvement to the plan. In the future, ISS would consider voting AGAINST any equity compensation plans on the ballot if the company did not address the above expressed concerns. 4 Ratify Auditors For For Mgmt 05/09/06 - A Kinder Morgan, Inc. *KMI* 49455P101 03/10/06 3,000 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 3.22 percent is within the allowable cap for this company of 5.00 percent. Additionally, this plan expressly forbids repricing. 3 Approve Nonqualified Employee Stock Purchase Plan For For Mgmt Employee stock purchase plans enable employees to become shareholders, which gives them a stake in the company's growth. Stock purchase plans are beneficial only when they are well balanced and in the best interests of all shareholders. From a shareholder's perspective, a discount is given for the purchase of option and there are caps placed on the employee's contribution (expressed as a fixed dollar amount of compensation which may exclude bonus, commissions or special compensation). There is minimum dilution associated with the plan since shares of company stock are purchased on the open market with mainly employee contributions. 4 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the proposed amendment is nable. 5 Ratify Auditors For For Mgmt 05/04/06 - A Landstar System, Inc. *LSTR* 515098101 03/15/06 400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 04/05/06 - A Lehman Brothers Holdings Inc. *LEH* 524908100 02/10/06 1,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt The requested increase of 600,000,000 shares is below the allowable threshold of 750,000,000 shares. 4 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 03/30/06 - A Lennar Corp. *LEN* 526057104 02/06/06 400 1 Elect Directors For Split Mgmt 1.1 Elect Director Steven L. Gerard --- Withhold We recommend shareholders vote FOR Sidney A. Lapidus but WITHHOLD votes from Steven L. Gerard for sitting on more than three boards while serving as a CEO and for poor compensation practices. 1.2 Elect Director Sidney Lapidus --- For 2 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 3 Performance-Based and/or Time-Based Equity Awards Against Against ShrHoldr While ISS supports the concept of performance-based pay, we believe that this shareholder proposal, which requires that all future stock option grants to senior executives be indexed, is overly restrictive. 04/27/06 - A Lexmark International, Inc. *LXK* 529771107 03/03/06 1,600 1 Elect Directors For Split Mgmt 1.1 Elect Director Michael J. Maples --- For We recommend a vote FOR the directors with the exception of independent outsider Stephen R. Hardis. We recommend that shareholders WITHHOLD votes from Stephen R. Hardis for sitting on more than six boards. 1.2 Elect Director Stephen R. Hardis --- Withhold 1.3 Elect Director William R. Fields --- For 1.4 Elect Director Robert Holland, Jr. --- For 2 Ratify Auditors For For Mgmt 05/15/06 - A Lincare Holdings, Inc. *LNCR* 532791100 03/31/06 4,200 1 Elect Directors For For Mgmt 06/09/06 - A Lincoln National Corp. *LNC* 534187109 04/18/06 900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/06 - A Lockheed Martin Corp. *LMT* 539830109 03/01/06 3,000 1 Elect Directors For Split Mgmt 1.1 Elect Director E.C. Aldridge, Jr. --- For We recommend a vote FOR the directors with the exception of Nolan D. Archibald, from whom we recommend shareholders WITHHOLD votes for sitting on more than three boards while serving as a CEO. 1.2 Elect Director Nolan D. Archibald --- Withhold 1.3 Elect Director Marcus C. Bennett --- For 1.4 Elect Director James O. Ellis, Jr. --- For 1.5 Elect Director Gwendolyn S. King --- For 1.6 Elect Director James M. Loy --- For 1.7 Elect Director Douglas H. McCorkindale --- For 1.8 Elect Director Eugene F. Murphy --- For 1.9 Elect Director Joseph W. Ralston --- For 1.10 Elect Director Frank Savage --- For 1.11 Elect Director James M. Schneider --- For 1.12 Elect Director Anne Stevens --- For 1.13 Elect Director Robert J. Stevens --- For 1.14 Elect Director James R. Ukropina --- For 1.15 Elect Director Douglas C. Yearley --- For 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt The elimination of preferred stock is in shareholders' best interests because the rights and claims of preferred stockholders are often different and preferential to those of common shareholders. Further, ISS maintains that a simple majority of voting shares should be sufficient to effect changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking amendments that are in shareholders' best interests. ISS commends the company for proposing the elimination of the two supermajority vote requirements listed above. 5 Increase Disclosure of Executive Compensation Against Against ShrHoldr ISS believes that the proponent's argument for additional disclosure is not compelling and the benefits of such disclosures are unclear. In addition, the additional disclosures are not required by the SEC and could provide competitors with sensitive compensation information that could place the company at a potential disadvantage regarding hiring and retaining executive talent. 6 Adopt Simple Majority Vote Requirement Against For ShrHoldr As noted above, ISS maintains that a simple majority of voting shares should be sufficient to effect any changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking amendments that are in shareholders' best interests. While ISS commends the company for proposing the elimination of two supermajority vote requirements in Item 4 above, we note that Section 6 of the charter would still provide that an 80-percent vote be required to amend or repeal the Article XIII of the charter. ISS believes that all such supermajority voting provisions should be removed from the charter, as called for in this shareholder proposal. 7 Report Equal Employment Opportunity Information Against For ShrHoldr In this case, the proponents are asking the company to disclose information about the company's equal employment policies and programs, the minority composition of the workforce, policies aimed at increasing women and minority managers, and policies regarding supporting minority owned businesses and suppliers. ISS notes that Lockheed Martin has been involved in some controversy related to its failure to act on racial discrimination at one of its facilities; however, it does not appear to be the subject of recent, fines or litigation related to discrimination. The company discloses a significant amount of general information regarding its diversity initiatives on its website; however, this information does not include data on workforce diversity. Based on the information already provided by the company, this additional level of disclosure should not be overly costly or burdensome to the company, and may help showcase the value to shareholders of existing diversity initiatives at the company. As diversity issues can affect the company's bottom line and reputation, we believe that full disclosure of the type requested by this proposal could be of value to shareholders. Therefore, we recommend shareholder support for this resolution. 8 Report on Depleted Uranium Weapons Components Against Against ShrHoldr In this case, Lockheed Martin is does not appear to provide significant detailed information about its policies and procedures related to DU and nuclear components. However, the company does provide substantial information to address its environmental, health, and safety (EHS) policies on the corporate website. This information includes discussion on the company's goals and performance as well as management systems established to address EHS issues. Moreover, the company does not appear to be the subject of any recent, significant litigation or fines related to it management of DU or nuclear materials. Therefore, ISS does not believe that the potential cost and burden of providing this report will produce commensurate benefits to shareholders. As such, we do not recommend support for this resolution. 05/25/06 - A Lowe's Companies, Inc. *LOW* 548661107 03/31/06 15,500 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 2.68 percent is within the allowable cap for this company of 7.72 percent. Additionally, this plan expressly forbids repricing. 4 Ratify Auditors For For Mgmt 5 Company Specific--RELATING TO THE BOARD OF DIRECTORS For For Mgmt Conclusion ISS is opposed to elements of this proposal, namely 5(a) and 5(c). However, ISS considers 5(b) to be an important and fundamental change towards good governance and director accountability. Given the bundled nature of this proposal, we recommend a vote FOR this agenda. 6 Report on Wood Procurement Policy Against Against ShrHoldr Based on the company's publicly disclosed wood policy, combined with the annually updated status report on the implementation of this policy, ISS does not believe that the requested information would provide enough meaningful information to shareholders to warrant additional reporting. Therefore, we do not recommend shareholder support for this resolution. 04/28/06 - A Marriott International Inc. *MAR* 571903202 03/07/06 900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt The ability to elect directors is the single most important use of the shareholder franchise. ISS believes that all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 4 Require a Majority Vote for the Election of Directors For For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS notes that the proposal is not intended to limit the judgment of the board. The board would retain the discretion to address the status of incumbent directors who failed to receive a majority vote under a majority vote standard, and whether a plurality vote standard would be more appropriate in director elections when the number of director nominees exceeds the available board seats. 05/18/06 - A Marsh & McLennan Companies, Inc. *MMC* 571748102 03/20/06 2,100 1 Elect Directors For For Mgmt 1.1 Elect Director Leslie M. Baker, Jr. --- For We recommend a vote FOR all directors. 1.2 Elect Director Gwendolyn S. King --- For 1.3 Elect Director Marc D. Oken --- For 1.4 Elect Director David A. Olsen --- For 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 4 Report on Political Contributions Against For ShrHoldr In the case of Marsh & McLennan, ISS notes that the company briefly discusses the right of employees to be involved in the political process as private citizens in its code of conduct. While Marsh & McLennan's Code of Business Conduct and Ethics does state the company's policy requiring approval of company contributions by the relevant executive officer, this disclosure does not discuss the company's overarching business rationale for such contributions or the administration of Marsh & McLennan's PACs. We do note that Marsh & McLennan's contributions may not appear significant relative to the size of the firm's assets; however, we believe that public perception, controversy, and/or litigation stemming from a company's political involvement can lead to costs that exceed the amount initially contributed. Therefore, while ISS believes that some aspects of this resolution may be overly restrictive or burdensome, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote FOR this resolution. 05/23/06 - A Martin Marietta Materials, Inc. *MLM* 573284106 03/17/06 1,300 1 Elect Directors For Split Mgmt 1.1 Elect Director David G. Maffucci --- For We recommend a vote FOR the directors with the exception of affiliated outsider Richard A. Vinroot. We recommend that shareholders WITHHOLD votes from Richard A. Vinroot for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director William E. McDonald --- For 1.3 Elect Director Frank H. Menaker, Jr. --- For 1.4 Elect Director Richard A. Vinroot --- Withhold 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.69 percent is within the allowable cap for this company of 7.88 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 09/09/05 - S Maytag Corp. 578592107 07/14/05 1,300 1 Approve Merger Agreement For Against Mgmt Based on our review of the terms of the transaction and the factors described above, we believe that the merger agreement does not warrant shareholder support. 2 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 12/22/05 - S Maytag Corp. 578592107 11/02/05 1,300 1 Approve Merger Agreement For For Mgmt Based on our review of the terms of the transaction and the factors described above, in particular the significant premium and sensible strategic rationale, we believe that the merger agreement warrants shareholder support. 2 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 11/03/05 - S MBNA Corp. 55262L100 09/02/05 9,700 1 Approve Merger Agreement For For Mgmt Based on our review of the terms of the transaction and the factors described above, specifically the sensible strategic rationale and the market premium, we believe that the merger agreement warrants shareholder support. 2 Adjourn Meeting For For Mgmt Given the narrow scope of this proposal, and our support for the merger discussed in Item 1, we recommend that shareholders support this proposal. 05/25/06 - A McDonald's Corp. *MCD* 580135101 03/27/06 3,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Submit Severance Agreement (Change in Control) to Against For ShrHoldr shareholder Vote In this case, we believe that the cap suggested by the proponent of 2.99 times base salary and cash bonus is widely considered as the standard threshold level of severance payments for senior executives that should be subject to a shareholder vote. Additionally, since the proponent's proposal does not require that shareholder approval be obtained prior to the drafting of severance agreements, we do not believe that adoption of this proposal would unduly hinder the company's ability to negotiate such agreements with potential executives. ISS believes that shareholders should have a voice in lucrative severance payments and prevent the excessive "pay for failure" packages that have been witnessed at some companies. 4 Identify Food Products Manufactured or Sold that Against Against ShrHoldr Contain Genetically Engineered Ingredients In this case, the proponent is seeking the labeling of products, not an outright phase-out. ISS reviews proposals to label GE products on a case-by-case basis. While we generally support proposals that seek to provide shareholders with greater disclosure regarding the risks associated with their investment, we believe that the practice of labeling every product that may contain genetically modified ingredients would be a formidable task. Given the widespread existence of these products, we question whether such an initiative can be successfully and economically implemented. Conversely, a broad approach of labeling all products as "potentially containing GE ingredients" would be of limited use to consumers and shareholders. Finally, McDonalds does provide some brief discussion on GMOs on its corporate website to discuss the issue and the company's policy approach to the use of GE ingredients in its products. Therefore, based on concerns with the associated costs and feasibility of effectively implementing this resolution ISS does not believe that shareholder support is warranted. 07/27/05 - A McKesson Corporation *MCK* 58155Q103 05/31/05 2,500 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plan of 7.39 percent is within the allowable cap for this company of 8.85 percent. Additionally, this plan expressly forbids repricing. 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Ratify Auditors For For Mgmt 5 Separate Chairman and CEO Positions Against For ShrHoldr Although the company has established governance guidelines, all-independent key committees, a 2/3 independent board, and has outperformed its peers over one- and three-year performance periods, the lead independent director does not seem to approve: 1) information sent to the board, 2) meeting agendas for the board, and 3) meeting schedules to assure that there is sufficient time for discussion of all agenda items. Instead, the company's lead independent director can only establish the agenda for each executive session meeting of independent directors, and acts only as a consultant regarding the selection of agenda items for boar meetings. As such, we believe that this shareholder proposal warrants approval at this time. 05/24/06 - A MEDCO Health Solutions Inc *MHS* 58405U102 03/29/06 2,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/18/06 - A Mellon Financial Corp. *MEL* 58551A108 02/10/06 1,100 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director Restricted Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.94 percent is within the allowable cap for this company of 12.36 percent. Additionally, this plan expressly forbids repricing. 3 Amend Vote Requirements to Amend Articles/Bylaws/Charter Against For ShrHoldr ISS commends the company for making the commitment to declassify the board at next year's annual meeting. However, we maintain that simple majority of voting shares should be sufficient to effect major transactions and changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking initiatives that are in shareholders' best interests. ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 4 Ratify Auditors For For Mgmt 04/25/06 - A Merck & Co., Inc. *MRK* 589331107 02/24/06 34,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.32 percent is within the allowable cap for this company of 9.59 percent. Additionally, this plan expressly forbids repricing. 4 Approve Non-Employee Director Omnibus Stock Plan For For Mgmt VI. Vote Recommendation The total cost of the company's plans of 3.85 percent is within the allowable cap for this company of 9.59 percent. Additionally, this plan expressly forbids repricing. 5 Limit Executive Compensation Against Against ShrHoldr 6 Adopt Simple Majority Vote Against For ShrHoldr We support shareholder proposals seeking to eliminate supermajority vote requirements, as they may serve as entrenchment devices for management and therefore are not in the shareholders' best interest. As such we believe this proposal warrants support. 7 Adopt Animal Welfare Standards Against Against ShrHoldr In this case, both Merck and the contractor in question have publicly available policies addressing issues of animal welfare. While these policies do not address certain issues to the degree requested by the proponent, they do appear to be comparable to policies at other companies in the same industry. Moreover, there does not appear to be any recent, significant fines or litigation on the issue of animal welfare at Merck that are indicative of systematic problems with the company's animal welfare policies, or suggesting that the company lags behind industry peers on this subject. Moreover, there was no information available to confirm that Merck contracts animal testing to Covance, the laboratory cited by PETA for its violations of animal welfare standards. Finally, ISS is concerned with the structure of this resolution. Beyond asking for a feasibility study evaluating the merits of amending the company's existing Policy on the Humane Care and Use of Animals for Medical Research, compliance with resolution also implies that the company must apply this policy to its contract labs, oversee adherence to the policy, and publish an annual report outlining contractor compliance. These additional measures could place a significant burden on the company or complicate the company's contractual agreements with the external laboratories that it retains for certain animal testing programs. Therefore, we do not recommend shareholder support for this resolution. 05/11/06 - A MGIC Investment Corp. *MTG* 552848103 03/10/06 500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 11/09/05 - A Microsoft Corp. *MSFT* 594918104 09/09/05 5,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/06 - A Millipore Corp. *MIL* 601073109 03/03/06 300 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.50 percent is within the allowable cap for this company of 10.84 percent. Additionally, this plan expressly forbids repricing. 05/17/06 - A Mohawk Industries, Inc. *MHK* 608190104 03/20/06 1,700 1 Elect Directors For For Mgmt 04/25/06 - A Moody's Corporation *MCO* 615369105 03/01/06 900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 05/01/06 - A Motorola, Inc. *MOT* 620076109 03/03/06 42,000 1 Elect Directors For Split Mgmt 1.1 Elect Director E. Zander --- For We recommend a vote FOR the directors with the exception of independent outsider H. Laurence Fuller. We recommend that shareholders vote AGAINST H. Laurence Fuller for poor attendance. Given that ADP ballot does not allow for WITHHOLD vote recommendations, ISS is therefore issuing an AGAINST vote recommendation on Mr. Fuller. 1.2 Elect Director H.L. Fuller --- Against 1.3 Elect Director J. Lewent --- For 1.4 Elect Director T. Meredith --- For 1.5 Elect Director N. Negroponte --- For 1.6 Elect Director I. Nooyi --- For 1.7 Elect Director S. Scott, III --- For 1.8 Elect Director R. Sommer --- For 1.9 Elect Director J. Stengel --- For 1.10 Elect Director D. Warner, III --- For 1.11 Elect Director J. White --- For 1.12 Elect Director M. White --- For 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.22 percent is within the allowable cap for this company of 12.09 percent. Additionally, this plan expressly forbids repricing. 3 Submit Shareholder Rights Plan (Poison Pill) to Against For ShrHoldr Shareholder Vote Conclusion In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that ISS recommends. We therefore agree with the proponent that the current pill should be put to a shareholder vote or redeemed and that any new pill be put to a shareholder vote. 01/03/06 - A MSC Industrial Direct Co., Inc. *MSM* 553530106 11/25/05 400 1 Elect Directors For Split Mgmt 1.1 Elect Director Mitchell Jacobson --- For We recommend a vote FOR the directors with the exception of independent outsider Roger Fradin. We recommend that shareholders WITHHOLD votes from Roger Fradin for poor attendance. 1.2 Elect Director David Sandler --- For 1.3 Elect Director Charles Boehlke --- For 1.4 Elect Director Roger Fradin --- Withhold 1.5 Elect Director Denis Kelly --- For 1.6 Elect Director Raymond Langton --- For 1.7 Elect Director Philip Peller --- For 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.09 percent is within the allowable cap for this company of 8.78 percent. 3 Ratify Auditors For For Mgmt 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 07/22/05 - A National Oilwell Varco Inc. *NOV* 637071101 06/08/05 1,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 08/31/05 - A Network Appliance, Inc. *NTAP* 64120L104 07/05/05 8,300 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt V. Vote RecommendationThe total cost of the company's plan of 16.05 percent is above the allowable cap for this company of 12.48 percent. 3 Amend Qualified Employee Stock Purchase Plan For For Mgmt Employee stock purchase plans enable employees to become shareholders, which gives them a stake in the company's growth. However, purchase plans are beneficial only when they are well balanced and in the best interests of all shareholders. From a shareholder's perspective, plans with offering periods of 27 months or less, as recommended by Section 423 of the Internal Revenue Code, are preferable. Plans with longer offering periods remove too much of the market risk and could give participants excessive discounts on their stock purchases that are not offered to other shareholders. ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 4 Ratify Auditors For For Mgmt 05/09/06 - A Newell Rubbermaid Inc. *NWL* 651229106 03/15/06 2,100 1 Elect Directors For Split Mgmt 1.1 Elect Director Thomas E. Clarke --- Withhold We recommend a vote FOR Steven J. Strobel, but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from independent outsiders Elizabeth Cuthbert Millett and Dr. Thomas E. Clarke for failure to implement the board declassification proposal. 1.2 Elect Director Elizabeth Cuthbert Millett --- Withhold 1.3 Elect Director Steven J. Strobel --- For 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.80 percent is within the allowable cap for this company of 9.08 percent. Additionally, this plan forbids repricing. 3 Approve Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 4 Ratify Auditors For For Mgmt 5 Submit Shareholder Rights Plan (Poison Pill) to Against For ShrHoldr Shareholder Vote In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that ISS recommends. We therefore agree with the proponent that the current pill should be put to a shareholder vote or redeemed and that any new pill be put to a shareholder vote. 6 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 05/04/06 - A Newfield Exploration Co. *NFX* 651290108 03/07/06 600 1 Elect Directors For For Mgmt 2 Amend Non-Employee Director Restricted Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 6.40 percent is within the allowable cap for this company of 6.42 percent. 3 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 4 Ratify Auditors For For Mgmt 10/24/05 - S Nextel Partners, Inc. 65333F107 09/09/05 6,400 1 Approve Exercise of Put Right For For Mgmt Conclusion Based on the slightly positive market reaction, the absence of an alternative transaction, and the implied control premium in the offer price, this item warrants shareholder support. 2 Adjourn Meeting For For Mgmt Given the narrow scope of this proposal, and our support for the exercise of the put right discussed in Item 1, we recommend that shareholders support this proposal. 04/26/06 - A NII Holdings, Inc. *NIHD* 62913F201 03/21/06 2,000 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt The requested increase of 300,000,000 shares is below the allowable threshold of 375,000,000 shares. 3 Ratify Auditors For For Mgmt 4 Adjourn Meeting For Against Mgmt Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 09/20/05 - A Nike, Inc. *NKE* 654106103 07/25/05 900 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt The requested increases for both classes of common shares are below the respective allowable caps. ISS recommends a vote FOR this bundled proposal. 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Amend Omnibus Stock Plan For Against Mgmt V. Vote RecommendationThe total cost of the company's plan of 12.08 percent is above the allowable cap for this company of 8.94 percent. 5 Ratify Auditors For For Mgmt 05/23/06 - A Nordstrom, Inc. *JWN* 655664100 03/15/06 6,200 1 Elect Directors For For Mgmt 2 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 3 Ratify Auditors For For Mgmt 05/17/06 - A Northrop Grumman Corp. *NOC* 666807102 03/21/06 600 1 Elect Directors For Split Mgmt 1.1 Elect Director John T. Chain, Jr. --- For We recommend a vote FOR the directors with the exception of affiliated outsider Charles R. Larson. We recommend that shareholders WITHHOLD votes from Charles R. Larson for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Vic Fazio --- For 1.3 Elect Director Stephen E. Frank --- For 1.4 Elect Director Charles R. Larson --- Withhold 1.5 Elect Director Richard B. Myers --- For 1.6 Elect Director Ronald D. Sugar --- For 2 Ratify Auditors For For Mgmt 3 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt ISS maintains that a simple majority of voting shares should be sufficient to effect changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking amendments that are in shareholders' best interests. ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. Further, ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 4 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 06/22/06 - A Nvidia Corporation *NVDA* 67066G104 04/24/06 7,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/09/06 - A O'Reilly Automotive, Inc. *ORLY* 686091109 02/28/06 2,300 1 Elect Directors For Split Mgmt 1.1 Elect Director Charles H. O'Reilly, Jr --- Withhold We recommend a vote FOR the directors with exception of affiliated outsider Charles H. O'Reilly, Jr..We recommend that shareholders WITHHOLD votes from Charles H. O'Reilly, Jr. for failure to establish a majority independent board. 1.2 Elect Director John Murphy --- For 1.3 Elect Director Ronald Rashkow --- For 2 Ratify Auditors For For Mgmt 05/16/06 - A Omnicare, Inc. *OCR* 681904108 03/31/06 2,200 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For Mgmt 10/10/05 - A Oracle Corp. *ORCL* 68389X105 08/15/05 18,100 1 Elect Directors For Split Mgmt 1.1 Elect Director Jeffrey O. Henley --- For We recommend a vote FOR the directors with the exception of H. Raymond Bingham, from whom we recommend shareholders WITHHOLD votes for standing as an affiliated outsider on the Audit and Nominating committees. 1.2 Elect Director Lawrence J. Ellison --- For 1.3 Elect Director Donald L. Lucas --- For 1.4 Elect Director Michael J. Boskin --- For 1.5 Elect Director Jack F. Kemp --- For 1.6 Elect Director Jeffrey S. Berg --- For 1.7 Elect Director Safra A. Catz --- For 1.8 Elect Director Hector Garcia-Molina --- For 1.9 Elect Director Joseph A. Grundfest --- For 1.10 Elect Director H. Raymond Bingham --- Withhold 1.11 Elect Director Charles E. Phillips, Jr. --- For 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For Mgmt 02/07/06 - A Oshkosh Truck Corp. *OSK* 688239201 12/12/05 800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/25/06 - A OSI Restaurant Partners Inc *OSI* 689899102 03/03/06 1,100 1 Elect Directors For For Mgmt 1.1 Elect Director A. William Allen, III --- For We recommend a vote FOR the directors. 1.2 Elect Director Debbi Fields --- For 1.3 Elect Director Thomas A. James --- For 1.4 Elect Director Chris T. Sullivan --- For 2 Change Company Name For For Mgmt Because it is unlikely that the name change would have a negative financial impact on the company, ISS recommends supporting the proposal. 3 Ratify Auditors For For Mgmt 4 Amend Deferred Compensation Plan For For Mgmt The purpose of the PEP is to attract, retain, and reward partners and to promote in those partners increased efficiency and an interest in the successful operation of the company. In addition, the PEP is intended to provide non-qualified deferred compensation benefits to partners to supplement their retirement savings. In this case, the maximum dilution of 6.64 percent from the 5,000,000 shares potentially issued under the Stock Plan is reasonable. In addition, because shares will be purchased on the open market using company cash contributions, approval of this proposal will not lead to any shareholder value transfer. Moreover, because the number of shares purchased on behalf on each partner is based on the cash flows generated by the partner's capital contribution in the restaurant he or she manages, approval of this amendment would strengthen the link between pay and performance at this company. 5 Report on Political Contributions Against For ShrHoldr In the case of Outback Steakhouse, ISS notes that the company briefly discusses the right of employees to be involved in the political process as private citizens in its code of conduct; however, there is no detailed information available about the company's policies regarding oversight or accountability for corporate contributions, or the administration of Outback Steakhouse's PACs. Therefore, while ISS believes that some aspects of this resolution may be overly restrictive or burdensome, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote FOR this resolution. 6 Report on Animal Welfare Standards Against Against ShrHoldr In the case of Outback Steakhouse, the company appears to be taking reasonable steps to support animal welfare in its supplier relationships. Furthermore, ISS believes that the multiple reports requested by this resolution could be burdensome on the company without providing meaningful information to shareholders. Finally, while we believe it would be beneficial for the company to consider the benefits of new technology at its suppliers, we also believe that management should be afforded the flexibility to make decisions on supplier relationships based on their assessment of the most beneficial sourcing strategies for the company. Therefore, we do not believe that shareholder support for this resolution is warranted. 05/25/06 - A Panera Bread Company *PNRA* 69840W108 03/27/06 100 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.61 percent is within the allowable cap for this company of 11.64 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 10/12/05 - A Paychex, Inc. *PAYX* 704326107 08/15/05 800 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 4.24 percent is within the allowable cap for this company of 12.36 percent. Additionally, this plan expressly forbids repricing. 3 Require a Majority Vote for the Election of Directors Against Against ShrHoldr Conclusion Director accountability is the hallmark of good governance. The board election process must ensure that shareholders' expressions of dissatisfaction with the performance of directors have meaningful consequences. Therefore ISS supports the majority vote standard in uncontested elections and we believe that this standard promotes accountability. However, for the reasons noted above, we maintain that the plurality standard is best suited to contested elections. This binding proposal does not include a carve out for contested elections, and therefore could serve as an entrenchment device in certain contested situations. As such, ISS does not recommend shareholders support this proposal at this time. 05/03/06 - A PepsiCo, Inc. *PEP* 713448108 03/10/06 7,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Publish Political Contributions Against Against ShrHoldr In light of the potential costs associated with the requested report, we recommend that shareholders oppose this request. 4 Report on Charitable Contributions Against Against ShrHoldr In this case, we note that Pepsico discloses a significant amount of the information requested by the proponent on its corporate website. Moreover, some aspects of the resolution, including determining the estimated or actual benefits of each charitable contribution may be difficult to produce without significant speculation, and could place a significant burden on the company without providing commensurate value to shareholders. Therefore, ISS does not recommend shareholder support for the resolution at this time. 04/27/06 - A Pfizer Inc. *PFE* 717081103 03/01/06 33,900 1 Elect Directors For Split Mgmt 1.1 Elect Director Michael S. Brown --- For 1.2 Elect Director M. Anthony Burns --- For 1.3 Elect Director Robert N. Burt --- For 1.4 Elect Director W. Don Cornwell --- For 1.5 Elect Director William H. Gray, III --- For 1.6 Elect Director Constance J. Horner --- For 1.7 Elect Director William R. Howell --- For 1.8 Elect Director Stanley O. Ikenberry --- For 1.9 Elect Director George A. Lorch --- Withhold 1.10 Elect Director Henry A. McKinnell --- For 1.11 Elect Director Dana G. Mead --- Withhold 1.12 Elect Director Ruth J. Simmons --- For 1.13 Elect Director William C. Steere, Jr. --- For 2 Ratify Auditors For For Mgmt 3 Reduce Supermajority Vote Requirement For For Mgmt ISS maintains that a simple majority of voting shares should be sufficient to effect changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking amendments that are in shareholders' best interests. ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 4 Establish Term Limits for Directors Against Against ShrHoldr ISS agrees with the proponent that in any institution, including a company, it is helpful to have continual turnover of governing trustees or directors to bring in new perspectives. However, a six-year term limit is an arbitrary constraint on a company's governance. Under an effective corporate governance system, shareholders have the right to express their preferences each year by voting on directors at the annual meeting. Thus, shareholders can remove or reelect directors as they see fit. 5 Social Proposal Against Against ShrHoldr Pfizer has implemented several programs to assist in increasing accessibility to their products for the financially needy. Additionally, the company provides information on these discount, subsidy, and assistance programs in its public filings and on the company website. Finally, ISS agrees that linking drug pricing to the inflation rate may place the company at a competitive disadvantage by artificially discounting prices below those of competitors' products and limiting resources to invest in research and development. Therefore, ISS recommends that shareholders vote against this proposal. 6 Restore or Provide for Cumulative Voting Against For ShrHoldr In this case, the company fails to meet all of the aforementioned corporate governance and performance criteria. Specifically, shareholders may not act by written consent and may not call special meetings. The company also underpeformed the Pharmaceutical and Biotechnology industry and the S&P 500 index with respect to the one-year and three-year fiscal total shareholder returns, as noted under the Performance Summary table. Accordingly, the proposal warrants shareholder support. 7 Separate Chairman and CEO Positions Against For ShrHoldr Based on the above factors, the company met all the above conditions with the except of the performance test. Specifically, the company underperformed the Pharmaceutical and Biotechnology industry and the S&P 500 index based on its one-year and three-year total shareholder returns as seen under the Performance Summary table. ISS believes this proposal warrants shareholder support. 8 Report on Political Contributions Against Against ShrHoldr In the case of Pfizer, ISS notes that the company discusses its policies on political contributions on the company website and these policies appear to meet with and, in many cases, exceed industry standards. Specifically, Pfizer's policy statement discloses guidelines for what type of organizations it will contribute to, the company's broad business strategy behind its political activity, and the specific oversight and accountability controls related to this issue. Additionally, the company provides a semiannual report disclosing its corporate contributions and the contributions of its PAC. Furthermore, the company does not appear to be the subject of any recent, significant controversy, fines, or litigation resulting from political action or contributions from it or its employee sponsored PACs. Therefore, it is our opinion that information provided on Pfizer's website provides shareholders with sufficient insight into the company's contributions, policies, and controls. Therefore, ISS does not believe that additional reporting on this matter is warranted at this time. 9 Report on Animal Welfare Policy Against Against ShrHoldr In this case, Pfizer has established publicly available policies addressing issues of animal welfare. These policies include strict compliance with applicable legislation, training programs for employees involved in animal testing, commitments to limiting the use of animal testing, and brief discussion of oversight and remediation for non-compliance. While these policies do not directly address certain issues to the degree requested by the proponent, they do appear to be comparable to policies at other companies in the same industry. Moreover, there does not appear to be any recent, significant fines or litigation on the issue of animal welfare at Pfizer that are indicative of systematic problems with the company's animal welfare policies, or suggesting that the company lags behind industry peers on this subject. Finally, ISS is concerned with the structure of this resolution. Beyond asking for a feasibility study evaluating the merits of amending the company's Laboratory Animal Care and Use Policy, compliance with resolution also implies that the company must apply this policy to its contract labs, oversee adherence to the policy, and publish an annual report outlining contractor compliance. These additional measures could place a significant burden on the company or complicate the company's contractual agreements with the external laboratories that it retains for certain animal testing programs. Therefore, we do not recommend shareholder support for this resolution. 10 Reort on Animal-based Testing Against Against ShrHoldr This resolution specifically asks the company to justify what the gap between its stated policy to support in vitro testing methods and certain contributions that the company has made that appear support live animal testing. Pfizer has developed a policy that calls for utilizing in vitro testing wherever possible provided it complies with regulations and does not effect the analysis of treatment effectiveness or patient safety. The company states that the intent of the funding was to improve the quality of live animal testing, not the advancement of live animal testing in general. Moreover, while the company has committed to using in vitro methods when feasible, it does not support a policy that call for ceasing live animal testing altogether. Therefore, ISS does not believe that the contributions noted by the proponent conflict with this policy per se. As such, we do not believe that additional discussion of topic is necessary. 05/17/06 - A Pharmaceutical Product Development, Inc. 717124101 03/21/06 2,600 *PPDI* 1 Elect Directors For For Mgmt 2 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 08/17/05 - A Precision Castparts Corp. *PCP* 740189105 06/24/05 400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/09/06 - A Prudential Financial Inc *PRU* 744320102 03/10/06 1,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Eliminate or Restrict Severance Agreements Against For ShrHoldr (Change-in-Control) In conclusion, we believe that the cap suggested by the proponent of 2.99 times base salary and bonus is widely considered as the standard threshold level of severance payments for senior executives that should be subject to a shareholder vote. The definition of severance benefits also includes the value of accelerated equity, which often contributes to a significant portion of severance payments. Additionally, since the proponent's proposal does not require that shareholder approval be obtained prior to the drafting of severance agreements, we do not believe that adoption of this proposal would unduly hinder the company's ability to negotiate such agreements with potential executives. ISS believes that shareholders should have a voice in lucrative good-bye packages. 08/23/05 - A QLogic Corp. *QLGC* 747277101 07/01/05 1,200 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plan of 11.37 percent is within the allowable cap for this company of 12.51 percent. Additionally, this plan expressly forbids repricing. In FY 2005, the company granted in excess of 25 percent of its total equity grants to its top five named executive officers. 3 Ratify Auditors For For Mgmt 05/16/06 - A Questar Corp. *STR* 748356102 03/20/06 700 1 Elect Directors For For Mgmt 05/09/06 - A Radian Group Inc. *RDN* 750236101 03/14/06 600 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.27 percent is within the allowable cap for this company of 7.96 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 10/27/05 - A Regis Corp. *RGS* 758932107 09/22/05 400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Nonqualified Employee Stock Purchase Plan For For Mgmt Employee stock purchase plans enable employees to become shareholders, which gives them a stake in the company's growth. Stock purchase plans are beneficial only when they are well balanced and in the best interests of all shareholders. From a shareholder's perspective, the limit on the company's matching contribution (15 percent of purchase price) is reasonable and there are caps placed on the employee's contribution (expressed as a percent of compensation which may exclude bonus, commissions or special compensation). There is minimum dilution associated with the plan since shares of company stock are purchased on the open market with mainly employee contributions. 05/19/06 - A Rent-A-Center, Inc. *RCII* 76009N100 03/24/06 2,200 1 Elect Directors For For Mgmt 1.1 Elect Director J.V. Lentell --- For We recommend that shareholders vote FOR all directors. 1.2 Elect Director Michael J. Gade --- For 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.57 percent is within the allowable cap for this company of 9.97 percent. Additionally, this plan expressly forbids repricing. 05/02/06 - A Robert Half International Inc. *RHI* 770323103 03/10/06 1,500 1 Elect Directors For For Mgmt 2 Ratify Auditor For For Mgmt 3 Prohibit Discrimination Based on Sexual Orientation Against Against ShrHoldr In this case, we note that the company has stated that it includes reference to non-discrimination based on sexual orientation in its employee handbook. Additionally, research by HRC, an advocacy group for Gay, Lesbian, Bisexual, and Transgender rights, states that Robert Half offers health insurance to domestic partners. As such, while the company does not specifically address the topic of gender identity, it would appear that it has substantially adopted an EEO policy that includes reference to sexual orientation, and implemented a domestic partner benefits policy. Therefore, while Robert Half could improve disclosure on its policies related to non-discrimination, ISS believes that the company has taken appropriate measures to ensure that its EEO policy includes reference to discrimination based on sexual orientation. As such, we do not believe that shareholder support for this resolution is warranted. 02/01/06 - A Rockwell Automation Inc *ROK* 773903109 12/05/05 1,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 02/07/06 - A Rockwell Collins, Inc. *COL* 774341101 12/09/05 700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.83 percent is within the allowable cap for this company of 7.66 percent. Additionally, this plan expressly forbids repricing. 4 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 05/11/06 - A Simon Property Group, Inc. *SPG* 828806109 03/09/06 300 1 Elect Directors For Split Mgmt 1.1 Elect Director Birch Bayh --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Birch Bayh. We recommend that shareholders WITHHOLD votes from Birch Bayh for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Melvyn E. Bergstein --- For 1.3 Elect Director Linda Walker Bynoe --- For 1.4 Elect Director Karen N. Horn, Ph.D. --- For 1.5 Elect Director Reuben S. Leibowitz --- For 1.6 Elect Director J. Albert Smith, Jr. --- For 1.7 Elect Director Pieter S. van den Berg --- For 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 2.16 percent is within the allowable cap for this company of 5.00 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 04/25/06 - A Smith International, Inc. *SII* 832110100 03/01/06 1,400 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For Mgmt 01/31/06 - A Sonic Corp. *SONC* 835451105 11/30/05 1,500 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt The requested increase of 145,000,000 shares, which is within the allowable threshold of 145,000,000 shares. 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 10.29 percent is within the allowable cap for this company of 10.38 percent. Additionally, this plan expressly forbids repricing. 4 Ratify Auditors For For Mgmt 5 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/10/06 - A St. Jude Medical, Inc. *STJ* 790849103 03/13/06 3,300 1 Elect Directors For For Mgmt 2 Approve Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.67 percent is within the allowable cap for this company of 8.15 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 06/06/06 - A Staples, Inc. *SPLS* 855030102 04/10/06 1,700 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 3 Ratify Auditors For For Mgmt 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, in a case where a company has in place certain unfavorable governance provisions, as indicated above, we do not believe the resignation policy is a sufficient alternative to the proposed majority voting standard. The company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. In addition, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 05/02/06 - A Starwood Hotels & Resorts Worldwide, Inc. 85590A203 03/14/06 100 *HOT* 1 Elect Directors For Split Mgmt 1.1 Elect Director Steven J. Heyer --- Withhold We recommend a vote for Lizanne Galbreath, but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from insider Steven J. Heyer, independent outsiders Charlene Barshefsky, Jean-Marc Chapus, Bruce W. Duncan, Eric Hippeau, Stephen R. Quazzo, Thomas O. Ryder, Daniel W. Yih and Kneeland C. Youngblood for failure to implement a majority-approved shareholder proposal on confidential voting. 1.2 Elect Director Charlene Barshefsky --- Withhold 1.3 Elect Director Jean-Marc Chapus --- Withhold 1.4 Elect Director Bruce W. Duncan --- Withhold 1.5 Elect Director Lizanne Galbreath --- For 1.6 Elect Director Eric Hippeau --- Withhold 1.7 Elect Director Stephen R. Quazzo --- Withhold 1.8 Elect Director Thomas O. Ryder --- Withhold 1.9 Elect Director Daniel W. Yih --- Withhold 1.10 Elect Director Kneeland C. Youngblood --- Withhold 2 Ratify Auditors For For Mgmt 04/19/06 - A State Street Corp. (Boston) *STT* 857477103 02/24/06 600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 8.96 percent is within the allowable cap for this company of 12.44 percent. Additionally, this plan expressly forbids repricing. 4 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Submit Shareholder Rights Plan (Poison Pill) to Against For ShrHoldr Shareholder Vote In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that ISS recommends. We therefore agree with the proponent that the current pill should be put to a shareholder vote or redeemed and that any new pill be put to a shareholder vote. 04/26/06 - A Stryker Corp. *SYK* 863667101 02/28/06 1,700 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.67 percent is within the allowable cap for this company of 7.81 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 05/04/06 - A Sunoco, Inc. *SUN* 86764P109 02/09/06 1,000 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For Mgmt 06/28/06 - A Supervalu Inc. *SVU* 868536103 05/19/06 2,200 1 Elect Director Irwin Cohen For For Mgmt 2 Elect Director Ronald E. Daly For For Mgmt 3 Elect Director Lawrence A. Del Santo For For Mgmt 4 Elect Director Susan E. Engel For For Mgmt 5 Elect Director Philip L. Francis For For Mgmt 6 Ratify Auditors For For Mgmt 09/16/05 - A Symantec Corp. *SYMC* 871503108 07/25/05 3,200 1 Elect Directors For Split Mgmt 1.1 Elect Director Gary L. Bloom --- For We recommend a vote FOR the directors with the exception of Robert S. Miller, from whom we recommend shareholders WITHHOLD votes for sitting on more than three boards while serving as CEO. 1.2 Elect Director Michael Brown --- For 1.3 Elect Director William T. Coleman --- For 1.4 Elect Director David L. Mahoney --- For 1.5 Elect Director Robert S. Miller --- Withhold 1.6 Elect Director George Reyes --- For 1.7 Elect Director David Roux --- For 1.8 Elect Director Daniel H. Schulman --- For 1.9 Elect Director John W. Thompson --- For 1.10 Elect Director V. Paul Unruh --- For 2 Ratify Auditors For For Mgmt 05/17/06 - A Target Corporation *TGT* 87612E106 03/20/06 900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report Political Contributions/Activities Against Against ShrHoldr Conclusion In the case of Target, ISS notes that the company discusses its policies on political contributions on the company website and these policies do not appear inconsistent with industry standards or existing regulations on this issue. Specifically, Target's disclosure in its Code of Conduct and Corporate Responsibility Report outline the company's broad business strategy behind its political activity, and the specific internal organization that is accountable for political contributions within the company. Furthermore, the company does not appear to be the subject of any recent, significant controversy, fines, or litigation resulting from political action or contributions. Therefore, while we agree with the proponents that data on every type of political contribution may not be easily accessed, it is our opinion that information provided by Target's Code of Conduct and Corporate Responsibility Report provides shareholders with sufficient insight into the company's policies and controls. Therefore, ISS does not believe that additional reporting on this matter is warranted at this time. 03/09/06 - A TD Ameritrade Holdings Corp. *AMTD* 03074K100 01/26/06 4,900 1 Elect Directors For Split Mgmt 1.1 Elect Director W. Edmund Clark --- Withhold We recommend a vote FOR the directors with the exception of insiders W. Edmund Clark, Joseph H. Moglia and affiliated outsider Thomas S. Ricketts. We recommend that shareholders WITHHOLD votes from W. Edmund Clark, Joseph H. Moglia and Thomas S. Ricketts for failure to establish a majority independent board. 1.2 Elect Director Michael D. Fleisher --- For 1.3 Elect Director Glenn H. Hutchins --- For 1.4 Elect Director Joseph H. Moglia --- Withhold 1.5 Elect Director Thomas S. Ricketts --- Withhold 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.82 percent is within the allowable cap for this company of 12.45 percent. Additionally, this plan expressly forbids repricing. 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/03/06 - A Tesoro Corp. *TSO* 881609101 03/14/06 200 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For Against Mgmt V. Vote Recommendation We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 8.43 percent is above the allowable cap for this company of 6.26 percent. 3 Increase Authorized Common Stock For For Mgmt 4 Ratify Auditors For For Mgmt 04/20/06 - A Texas Instruments Inc. *TXN* 882508104 02/21/06 37,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/20/06 - A The Black & Decker Corp. *BDK* 091797100 02/21/06 700 1 Elect Directors For For Mgmt 1.1 Elect Director N.D. Archibald --- For We recommend a vote FOR the directors. 1.2 Elect Director N.R. Augustine --- For 1.3 Elect Director B.L. Bowles --- For 1.4 Elect Director G.W. Buckley --- For 1.5 Elect Director M.A. Burns --- For 1.6 Elect Director K.B. Clark --- For 1.7 Elect Director M.A. Fernandez --- For 1.8 Elect Director B.H. Griswold, Iv --- For 1.9 Elect Director A. Luiso --- For 1.10 Elect Director R.L. Ryan --- For 1.11 Elect Director M.H. Willes --- For 2 Ratify Auditors For For Mgmt 3 Performance-Based and/or Time-Based Equity Awards Against For ShrHoldr In conclusion, the company's annual and long-term incentive programs do not sufficiently meet the proponent's requirements. Therefore, ISS supports this shareholder proposal. 05/01/06 - A The Boeing Co. *BA* 097023105 03/03/06 2,700 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Amend Omnibus Stock Plan For Against Mgmt V. Vote RecommendationThe total cost of the company's plans of 7.93 percent is above the allowable cap for this company of 5.35 percent. 4 Reduce Supermajority Vote Requirement For For Mgmt ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 5 Ratify Auditors For For Mgmt 6 Develop a Human Rights Policy Against For ShrHoldr In light of the serious human rights concerns in a number of the countries where the company operates and the fact that the company does not currently have a publicly-available code of conduct that references international labor standards, we believe that this step of publicly endorsing these international labor standards will benefit the company and its shareholders. 7 Develop Ethical Criteria for Military Contracts Against Against ShrHoldr As noted in the recommendation for the previous agenda item, ISS believes that shareholder concern regarding the company's international operations may be merited based on the lack of detailed disclosure provided by the company and the risks associated with certain markets where the company operates. That said, ISS also believes that it would be inappropriate to disclose detailed information about the contract evaluation and bidding process to shareholders, as provision of this data may give insight into contractual agreements, thereby providing competition with bidding advantages. Additionally, while ISS supports a sustainable approach to business operations, we also note that the federal government has stringent regulations regarding military and weapons production, and the associated contract bidding process. As such, while we urge Boeing to evaluate and take steps to address concerns associated with the company's international operations, we believe that the combination of federal regulation and the necessity to limit disclosure where it could affect the company's competitive advantage outweigh the potential benefits that may be derived from this proposal. 8 Report on Charitable Contributions Against Against ShrHoldr In this case, we note that Boeing discloses a significant amount of the information requested by the proponent on its corporate website, in the 2004 corporate citizenship report and through other public sources. Moreover, some aspects of the resolution, including determining the estimated or actual benefits of each charitable contribution may be difficult to produce without significant speculation, and could place a significant burden on the company without providing commensurate value to shareholders. Therefore, ISS does not recommend shareholder support for the resolution at this time. 9 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 10 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, in this case a lead director performing each of the duties listed above, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 05/18/06 - A The Charles Schwab Corp. *SCHW* 808513105 03/20/06 32,000 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 3 Report on Impact of Flat Tax Against Against ShrHoldr 4 Report on Political Contributions Against For ShrHoldr 5 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 6 Submit Severance Agreement (Change in Control) to Against For ShrHoldr shareholder Vote 04/25/06 - A The Chubb Corp. *CB* 171232101 03/06/06 400 1 Elect Directors For For Mgmt 1.1 Elect Director Zoe Baird --- For We recommend a vote FOR all directors. 1.2 Elect Director Sheila P. Burke --- For 1.3 Elect Director James I. Cash, Jr. --- For 1.4 Elect Director Joel J. Cohen --- For 1.5 Elect Director James M. Cornelius --- For 1.6 Elect Director John D. Finnegan --- For 1.7 Elect Director Klaus J. Mangold --- For 1.8 Elect Director Sir David G. Scholey --- For 1.9 Elect Director Raymond G.H. Seitz --- For 1.10 Elect Director Lawrence M. Small --- For 1.11 Elect Director Daniel E. Somers --- For 1.12 Elect Director Karen Hastie Williams --- For 1.13 Elect Director Alfred W. Zollar --- For 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For Mgmt 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr 5 Report on Political Contributions Against Against ShrHoldr We agree with management on this issue. The laws that govern a company's political activities and the company's commitment to employees' rights regarding political activities are stringent enough to ensure political nonpartisanship. 04/19/06 - A The Coca-Cola Company *KO* 191216100 02/21/06 9,700 1 Elect Directors For Split Mgmt 1.1 Elect Director Herbert A. Allen --- For We recommend that shareholders vote FOR the directors with the exception of independent outsider Barry Diller. We recommend that shareholders WITHHOLD votes from Barry Diller for sitting on more than three boards. 1.2 Elect Director Ronald W. Allen --- For 1.3 Elect Director Cathleen P. Black --- For 1.4 Elect Director Barry Diller --- Withhold 1.5 Elect Director E. Neville Isdell --- For 1.6 Elect Director Donald R. Keough --- For 1.7 Elect Director Donald F. McHenry --- For 1.8 Elect Director Sam Nunn --- For 1.9 Elect Director James D. Robinson, III --- For 1.10 Elect Director Peter V. Ueberroth --- For 1.11 Elect Director James B. Williams --- For 2 Ratify Auditors For For Mgmt 3 Amend Restricted Stock Plan For For Mgmt The additional performance criteria proposed are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Moreover, preservation of the full deductibility under Section 162(m) of performance-based compensation paid to the company's executive officers reduces the company's corporate tax obligation. 4 Report on Charitable Contributions Against Against ShrHoldr ISS generally believes that charitable contributions are beneficial to the company when they are donated in good faith and in the absence of gross negligence or self-dealing of management. This resolution is specifically calling for some detailed disclosure on Coca Cola's contributions. When faced with proposals that ask for increased disclosure, ISS generally evaluates the scope and format of the resolution, the potential cost associated with the requested report, the degree to which the requested information is duplicative of existing disclosure, and the potential impact that the issues at hand may have on shareholder value. In this case, we note that Coca Cola discloses a significant amount of the information requested by the proponent on its corporate website, in the 2004 Corporate Responsibility Report and through other public sources. Moreover, some aspects of the resolution, including determining the estimated or actual benefits of each charitable contribution may be difficult to produce without significant speculation, and could place a significant burden on the company without providing commensurate value to shareholders. Therefore, ISS does not recommend shareholder support for the resolution at this time. 5 Review/ Report on Recycling Policy Against Against ShrHoldr In this case, the proponent is asking Coca-Cola to report to shareholders on the feasibility of achieving a recovery rate quantified by the company for beverage containers as well as discussion on the company's positions related to container deposit systems and industry recycling goals. ISS agrees with the company that controlling and measuring the external factors that contribute to recovery and recycling programs could be costly and potentially difficult to implement. Additionally, while Coca Cola does not go into the level of detail requested by the proponents, it does provide some discussion on its policies related to recycling on the company website and in its Citizenship Report. Therefore, we encourage the company to continue improving on its recycling efforts; however, given the company's current level of participation in initiatives to increase recycling, discussion outlining its existing policies and programs on this topic, and its compliance with laws and regulations surrounding recycling, we do not recommend shareholder support for the resolution at this time. 6 Performance-Based and/or Time-Based Equity Awards Against For ShrHoldr Approval of this proposal by shareholders would require the board to obtain shareholder approval before accelerating the vesting of outstanding restricted stock and performance share units granted under the company's equity plans. In light of the company's history of accelerating the vesting of awards for departing executives coupled with the board's continued ability to modify or waive vesting requirements without shareholder approval under the company's 1989 plan, ISS believes shareholder support of this proposal is warranted. 7 Report on Environmental Liabilities in India Against Against ShrHoldr In this case, the proponent is requesting that the company evaluate the potential environmental and public health damage associated with utilizing ground water in regions that suffer from a water shortage. Specifically, the resolution is asking that the company evaluate the feasibility of refraining from the use of ground water in India. ISS believes that the proponent raises some significant issues regarding the impact that local protests and associated pressure from government officials may have on the company's operations. However, we also note that the company has provided significant discussion on issues related to water quality and scarcity in its public filings and on the corporate website. Moreover, Coca-Cola, its subsidiaries, and affiliates are involved in numerous initiatives in India to improve water quality and the availability of fresh water in water-scarce regions, and have committed to collaborative programs to seek improved methods of addressing these concerns. As such, while ISS agrees with the proponent that water scarcity in India and other global markets may have a significant impact on the company, we also believe that Coca-Cola has provided a substantial amount of information for shareholders to review when considering these risks. Therefore, we do not believe that the additional reporting requested by this resolution is warranted at this time. 8 Sponsor Independent Inquiry into Operations in Columbia Against Against ShrHoldr ISS believes that the company should carefully evaluate this issue and continue to look at ways to improve disclosure on policies and programs implemented to address issues of international workplace human rights in markets that are exposed to social unrest or violence. Such disclosure could help mitigate the company's exposure to costly litigation and damage to Coca-Cola's brand image. A proactive approach to the issue could be increasingly important for Coca Cola based on the potential for significant cost, loss of market share, and damage to Coca Colas brand image resulting from boycotts. That said, we are concerned with the structure of this resolution and question the value to shareholders of establishing a board committee to sponsor an additional investigation into the operations of the company's affiliates in Columbia. Sponsoring an independent inquiry into these allegations could be costly to the company and may not produce findings substantially different from Coca-Cola's internal investigation into the matter, the judicial reviews conducted by the Columbian Attorney General's office and court system, or the investigation conducted by CSCC, a third party audit firm. Moreover, the company has invited the ILO to conduct an independent evaluation of their Columbian operations and disclose its findings to the public, and committed to the adoption and implementation of improved labor relations standards and a dedicated policy on workplace rights. Finally, while ISS believes that Coca Cola could benefit from continued improvements to its policies, procedures, and disclosure related to these issues, we note that the company does provide some detailed discussion on the issue background and its operations and initiatives in Columbia on the Internet. While this information does not directly address all of the proponents' concerns, it does provide substantial insight into the issue for investors and stakeholders to evaluate. Therefore, we urge the company to continue the development of policy and programs to address concerns associated with workplace labor rights standards. Therefore, considering the format of this resolution, the level of disclosure at Coca-Cola on existing and developing initiatives designed to improve and protect human rights, and the company's commitment to further independent examination of these allegations, we do not believe that shareholder support for this resolution is warranted. 07/12/05 - S The Gillette Co. 375766102 05/19/05 2,400 1 Approve Merger Agreement For For Mgmt Based on our review of the terms of the transaction and the factors described above, in particular the compelling strategic rationale and reasonable valuation, we believe that the merger agreement warrants shareholder support. 2 Adjourn Meeting For For Mgmt Where ISS is supportive of the underlying merger proposal, we are supportive of a narrowly-tailored adjournment proposal that seeks adjournment solely to solicit additional proxies to approve the underlying transaction. 03/31/06 - A The Goldman Sachs Group, Inc. 38141G104 01/30/06 200 1 Elect Directors For For Mgmt 2 Amend Restricted Partner Compensation Plan For For Mgmt The purpose of the Restricted Partner Compensation Plan is to compensate, motivate, and retain senior managing directors of the company. Annual bonus pools will be established based on the specified financial criteria as listed above. ISS notes that the Compensation Committee has reduced each participant's actual bonus payouts for every year that the plan has been in effect. Bearing in mind the tax deductibility benefit for performance-based compensation that the plan will continue to provide, we recommend support for this proposal. 3 Ratify Auditors For For Mgmt 06/22/06 - A The Kroger Co. *KR* 501044101 04/24/06 11,400 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 3 Eliminate Cumulative Voting For For Mgmt Although the proposed amendment would have an adverse effect on shareholders' rights, given that the amended articles is a condition to the approval of the proposal to repeal the staggered board (see Item 2), which we support, we believe this item warrants shareholder support. 4 Reduce Supermajority Vote Requirement For For Mgmt ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 5 Opt Out of State's Control Share Acquisition Law For For Mgmt ISS applauds management's effort not have Ohio's control share acquisition act apply to the company, since the provision has antitakeover effects that may not be in shareholders' best interests. We believe this item warrants shareholder support. 6 Require Advance Notice for Shareholder Proposals For Against Mgmt ISS believes that shareholders should be able to submit proposals as close to the meeting date as reasonably possible. ISS considers a reasonable time frame for submittals would be no later than 60 days prior to the meeting. In this case, the proposed amendments would be more stringent for the shareholders. ISS does not support this amendment. 7 Ratify Auditors For For Mgmt 8 Report on Animal Welfare Standards Against Against ShrHoldr In the case of Kroger, ISS notes that the company does not appear to provide detailed information on its company website regarding issues of animal welfare at its suppliers. While we believe that the company should improve its disclosure on this topic, we note that it has taken certain voluntary steps to address issues of concern related to its animal welfare programs and the policies implemented by its suppliers. Finally, the company complies with applicable laws and is committed to evaluating the potential for new techniques such as controlled atmosphere stunning. ISS believes that the multiple reports requested by this resolution could be burdensome on the company without providing meaningful information to shareholders. Additionally, while we believe it would be beneficial for the company to consider the benefits of new technology at its suppliers, we also believe that management should be afforded the flexibility to make decisions on supplier relationships based on their assessment of the most beneficial sourcing strategies for the company. Therefore, we do not believe that shareholder support for this resolution is warranted. 9 Prepare a Sustainability Report Against Against ShrHoldr In this case, while ISS notes that Kroger does not currently address a number of key, environment, health and safety, and economic issues on its website or in other publicly available forums; however, the company has committed to increased reporting by the end of 2006. While we believe that the company may benefit from publishing a report based on the more structured guidelines provided by the GRI or other accepted organizations, ISS believes that the company's progress on providing a sustainability report by the end of the year shows a good faith commitment towards increasing its disclosure on issues of importance to the company and its shareholders. Therefore, we do not believe that shareholder support for the resolution is warranted at this time; however, we may consider supporting a similar resolution in the future if the company's reporting fails to address key issues of concern that may impact shareholder value. 04/26/06 - A The McGraw-Hill Companies, Inc. *MHP* 580645109 03/07/06 1,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 07/12/05 - S The Procter & Gamble Company *PG* 742718109 05/19/05 700 1 Approve Merger Agreement For For Mgmt Based on our review of the terms of the transaction and the factors described above, in particular the compelling strategic rationale, we believe that the share issuance warrants shareholder support. 2 Adjourn Meeting For For Mgmt Where ISS is supportive of the underlying merger proposal, we are supportive of a narrowly-tailored adjournment proposal that seeks adjournment solely to solicit additional proxies to approve the underlying transaction. 10/11/05 - A The Procter & Gamble Company *PG* 742718109 08/12/05 3,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Articles For For Mgmt Because the company's Executive Committee has rarely met of late and therefore this change would not upset the current practices of the full board, ISS sees no reason to oppose this proposal. 4 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 5 Report on Animal Welfare Policy Against Against ShrHoldr In this case, the company has taken several steps to ensure that high standards of animal welfare are implemented, including the establishment of its International Animal Care Advisory Board and Iams Company Research Policy. Furthermore, the company discusses its policies in some detail on the company website, including samples of the feedback received by the Advisory Board on certain locations. Finally, we note that while there has been some controversy related to this issue at the company, IAMS policies and practices, including compliance measures, appear to be comparable to or better than standards established by other companies in the industry. As such, ISS believes that the actions recommended by this proposal may not provide significant benefits to the company and that the associated report could be duplicative of current disclosure and of limited utility to shareholders. Therefore ISS does not recommend shareholder support for this resolution. 6 Seek Sale of Company/Assets Against Against ShrHoldr In this case, ISS notes that the company has increased its profits, sales, and stock price since 2000. Further, while the company did underperform its industry peers and the S&P500 Index for the past fiscal year in total shareholder returns, P&G outperformed the industry and index for both three-year and five-year total shareholder returns. In our opinion, there is no compelling evidence that the drastic measure described by the proponent is in shareholders' best interests. 7 Report on Political Contributions Against Against ShrHoldr In the case of Procter & Gamble, ISS notes that the company does not specifically provide detailed discussion on its policies on political contributions; however, its guiding principles and references to lobbying and contributions to public officials in its code of ethics do not appear inconsistent with industry standards or existing regulations on this issue. Furthermore, the company does not appear to be the subject of any recent, significant controversy, fines, or litigation resulting from its political action or contributions. Therefore, ISS does not believe that additional reporting on this matter is warranted at this time. 04/21/06 - A The Progressive Corp. *PGR* 743315103 02/22/06 400 1 Elect Directors For Split Mgmt 1.1 Elect Director Stephen R. Hardis --- Withhold We recommend a vote FOR the directors with the exception of Stephen R. Hardis. We recommend that shareholders WITHHOLD votes from Stephen R. Hardis for sitting on more than six boards. 1.2 Elect Director Philip A. Laskawy --- For 1.3 Elect Director Norman S. Matthews --- For 1.4 Elect Director Bradley T. Sheares, Ph. D --- For 2 Increase Authorized Common Stock For For Mgmt The requested increase of 300,000,000 shares is below the allowable threshold of 600,000,000 shares. 3 Ratify Auditors For For Mgmt 04/26/06 - A The Ryland Group, Inc. *RYL* 783764103 02/13/06 700 1 Elect Directors For Split Mgmt 1.1 Elect Director R. Chad Dreier --- For We recommend a vote FOR all directors with the exception of William L. Jews, Robert E. Mellor, Norman J. Metcalfe and Charlotte St. Martin for poor executive compensation practice. 1.2 Elect Director Daniel T. Bane --- For 1.3 Elect Director Leslie M. Frecon --- For 1.4 Elect Director Roland A. Hernandez --- For 1.5 Elect Director William L. Jews --- Withhold 1.6 Elect Director Ned Mansour --- For 1.7 Elect Director Robert E. Mellor --- Withhold 1.8 Elect Director Norman J. Metcalfe --- Withhold 1.9 Elect Director Charlotte St. Martin --- Withhold 1.10 Elect Director Paul J. Varello --- For 1.11 Elect Director John O. Wilson --- For 2 Approve Non-Employee Director Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.10 percent is within the allowable cap for this company of 10.62 percent. 3 Submit Severance Agreement (Change in Control) to Against For ShrHoldr shareholder Vote In this case, we believe that the cap suggested by the proponent of 2.99 times base salary and cash bonus is widely considered as the standard threshold level of severance payments for senior executives that should be subject to a shareholder vote. Additionally, since the proponent's proposal does not require that shareholder approval be obtained prior to the drafting of severance agreements, we do not believe that adoption of this proposal would unduly hinder the company's ability to negotiate such agreements with potential executives. ISS believes that shareholders should have a voice in lucrative good-bye packages. 4 Submit Supplemental Executive Retirement Plans to Against For ShrHoldr Shareholder vote ISS considers SERPs as stealth compensation and believes such plans are costly to shareholders. Furthermore, it is not common practice for an executive officer to participate in two SERPs. The Compensation Committee did not provide any rationale for providing the additional SERP to the Chairman & CEO. Lump sum distributions can further ratchet up the costs to shareholders. The place where the greatest mischief can occur is with the discount rate. All too often the rate is based on the qualified plan rules, which is linked to a US Treasury Note rate, which can increase the cost substantially. A market rate of discount would be more appropriate in such instances. ISS also has concerns of funding the SERP with rabbi trust. ISS believes that it is also not the best use of company's cash since the trust fund is stow away for future payments to executives. Furthermore, the company is unable to take a tax deduction until the funds have been paid out. 5 Ratify Auditors For For Mgmt 05/03/06 - A The St. Paul Travelers Companies, Inc. *STA* 792860108 03/08/06 3,000 1 Elect Directors For For Mgmt 1.1 Elect Director John H. Dasburg --- For We recommend a vote FOR the directors. 1.2 Elect Director Leslie B. Disharoon --- For 1.3 Elect Director Janet M. Dolan --- For 1.4 Elect Director Kenneth M. Duberstein --- For 1.5 Elect Director Jay S. Fishman --- For 1.6 Elect Director Lawrence G. Graev --- For 1.7 Elect Director Thomas R. Hodgson --- For 1.8 Elect Director Robert I. Lipp --- For 1.9 Elect Director Blythe J. McGarvie --- For 1.10 Elect Director Glen D. Nelson, M.D. --- For 1.11 Elect Director Laurie J. Thomsen --- For 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 4 Report on Political Contributions Against For ShrHoldr In the case of St. Paul Travelers, ISS notes that the company briefly discusses political contributions in a statement on general contribution guidelines; however, there is no detailed information available about the company's policies regarding oversight or accountability for corporate contributions, or the administration of St. Paul Travelers' PACs. Therefore, while ISS believes that some aspects of this resolution may be overly restrictive or burdensome, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote for this resolution 06/06/06 - A The TJX Companies, Inc. *TJX* 872540109 04/17/06 4,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. Further, with regard to management's concern that the shareholder proposal does not provide guidance with respect to certain director vacancies, ISS notes that the precatory proposal allows the board the flexibility to determine whether the majority vote standard may not be appropriate in certain circumstances. We do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 05/18/06 - A Tiffany & Co. *TIF* 886547108 03/24/06 2,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt The additional limits proposed under the plan are appropriate for the company and beneficial to shareholders. Moreover, preservation of the full deductibility under Section 162(m) of performance-based compensation paid to the company's executive officers reduces the company's corporate tax obligation. 04/18/06 - A Timken Co. (The) *TKR* 887389104 02/21/06 600 1 Elect Directors For For Mgmt 04/20/06 - A Total System Services, Inc. *TSS* 891906109 02/14/06 1,500 1 Elect Directors For For Mgmt 2 Fix Number of Directors For For Mgmt ISS believes that the proposed change is minor and that it is not motivated by a desire to entrench management. 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Ratify Auditors For For Mgmt 05/04/06 - A Tractor Supply Co. *TSCO* 892356106 03/15/06 300 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 8.83 percent is within the allowable cap for this company of 10.13 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 05/19/06 - A TXU Corp. *TXU* 873168108 03/21/06 1,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Establish Range For Board Size For For Mgmt ISS believes that the proposed change is relatively minor and that it is not motivated by a desire to entrench management. 4 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt ISS notes that, if shareholders do not approve this proposal, the TBOC will apply to the company on January 1, 2010. We do not feel that early adoption of the Certificate of Formation would have a negative impact on shareholders, as most changes are administrative in nature. We have no objection to this proposal. 5 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 05/03/06 - A Unit Corporation *UNT* 909218109 03/06/06 600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt The requested increase of 100,000,000 shares, is below the allowable threshold of 112,500,000 shares. 4 Increase Authorized Preferred Stock For Against Mgmt In this case, management has not specifically stated that the shares may not be used for antitakeover purposes. When a company fails to provide a specific financing purpose for the shares, the possibility that they will be used for management entrenchment purposes outweighs any potential benefits that they would bring. Further, the company already has preferred stock authorized and has issued none. In the absence of a more compelling reason to increase the authorization, there is no legitimate reason to do so. 5 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.34 percent is within the allowable cap for this company of 6.84 percent. Additionally, this plan expressly forbids repricing. 04/12/06 - A United Technologies Corp. *UTX* 913017109 02/14/06 2,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt The requested increase of 2,000,000,000 shares is below the allowable threshold of 2,600,000,000 shares. 4 Establish Term Limits for Directors Against Against ShrHoldr Under an effective corporate governance system, shareholders have the right to express their preferences each year by voting on directors at the annual meeting. Thus, shareholders can remove or reelect directors as they see fit. 5 Report on Foreign Sales of Military Products Against Against ShrHoldr ISS notes that United Technologies already discloses some information on these matters both through public filings and on the company web site. Topics addressed in these forums include disclosure on company policies related to government contract bidding, and appropriate financial information on military or weapons related programs. Additionally, the federal government agencies tasked with evaluating these transfer agreements already provide substantial regulatory oversight regarding the foreign sale of weapons-related products and services. Finally, while we note that the proponents have stated that the company should omit proprietary or classified information from the report, we believe that detailed disclosure into the company's contract bidding and market promotion strategies may negatively impact the company by providing insight to industry competitors without providing additional meaningful information to shareholders. As such, ISS believes that the combination of federal regulation, the current level of disclosure by United Technologies, and the necessity to limit disclosure where it could affect the company's competitive advantage outweigh the potential benefits that may be derived from this proposal. 05/02/06 - A UnitedHealth Group Incorporated *UNH* 91324P102 03/21/06 31,000 1 Elect Directors For Split Mgmt 1.1 Elect Director James A. Johnson --- Withhold We recommend a vote FOR the directors, with the exception of Compensation Committee members Mary O. Mundinger, Ph.D. and James A. Johnson, from whom we recommend shareholders WITHHOLD votes for failure to perform their fiduciary duties as members of the Compensation Committee, as well as for administrating a poorly designed employment contract. 1.2 Elect Director Douglas W. Leatherdale --- For 1.3 Elect Director William W. McGuire, M.D. --- For 1.4 Elect Director Mary O. Mundinger, Ph.D. --- Withhold 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 12/01/05 - S Valero Energy Corp. *VLO* 91913Y100 11/02/05 400 1 Increase Authorized Common Stock For For Mgmt The requested increase of 600,000,000 shares is below the allowable threshold of 960,000,000 shares. 04/27/06 - A Valero Energy Corp. *VLO* 91913Y100 03/01/06 500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/04/06 - A Verizon Communications *VZ* 92343V104 03/06/06 2,700 1 Elect Directors For Split Mgmt 1.1 Elect Director James R. Barker --- For We recommend a vote FOR the directors with the exception of independent outsider Joseph Neubauer. We recommend that shareholders WITHHOLD votes from Joseph Neubauer for sitting on more than three boards. 1.2 Elect Director Richard L. Carrion --- For 1.3 Elect Director Robert W. Lane --- For 1.4 Elect Director Sandra O. Moose --- For 1.5 Elect Director Joseph Neubauer --- Withhold 1.6 Elect Director Donald T. Nicolaisen --- For 1.7 Elect Director Thomas H. O'Brien --- For 1.8 Elect Director Clarence Otis, Jr. --- For 1.9 Elect Director Hugh B. Price --- For 1.10 Elect Director Ivan G. Seidenberg --- For 1.11 Elect Director Walter V. Shipley --- For 1.12 Elect Director John R. Stafford --- For 1.13 Elect Director Robert D. Storey --- For 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Voting Against For ShrHoldr In this case, shareholders do not have the right to call special meetings and only may act by written consent if such consent is unanimous. In addition, the company underperformed the Telecommunication Services peer group and the S&P 500 Index in both one-year and three-year total shareholder returns, as reflected under the Performance Summary table. 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system gives full effect to the shareholder franchise. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 5 Require Majority of Independent Directors on Board Against Against ShrHoldr Applying ISS guidelines on independence to Verizon, a majority of the board members are independent outsiders. ISS notes that several of the above mentioned directors, including Robert Storey, Hugh Price and Sandra Moose, would have been classified as affiliated in recent years. However, because they have since retired from their positions, ISS considers such directors independent. Because the company already satisfies ISS guidelines for a substantial majority independent board and has already established a formal independence policy, we do not believe that this proposal warrants shareholder support. 6 Company-Specific-Directors on Common Boards Against Against ShrHoldr In this case, a substantial majority of the board members are independent outsiders and there are no interlocking directorships on key committees. Therefore, ISS does not recommend shareholders support this proposal. 7 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO / president. 8 Performance-Based and/or Time-Based Equity Awards Against Against ShrHoldr According to ISS' compensation policies, the company has demonstrated that it is using a substantial portion of performance-based awards under its long-term incentives for its top executives for 2005. Notwithstanding the positive steps that the compensation committee had taken in the past year, ISS believes that the committee needs to disclose the rationale of above target payouts under the performance units awards, if paid. Mediocre performance can result in above target payouts based on the current metrics. ISS believes that if the compensation committee were to decide to award more than the target payout of $11.34 million, the committee should explain the rationale for such action to shareholders. The lack of a solid rationale may result in a withhold vote from members of the compensation committee in the future. 9 Report on Political Contributions Against For ShrHoldr In the case of Verizon, ISS notes that the company briefly discusses the right of employees to be involved in the political process as private citizens as well as the impact of legislation on corporate contributions in its Code of Business Conduct; however, there does not appear to be any detailed information available about the company's oversight or accountability procedures for corporate contributions, or general discussion on the company's strategic rationale for its contributions. We do note that Verizon's contributions may not appear significant relative to the size of the firm's assets, or scope of its business; however, we believe that public perception, controversy, and/or litigation stemming from a company's political involvement can lead to costs that exceed the amount initially contributed. Therefore, while ISS believes that some aspects of this resolution may be overly restrictive or burdensome, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote for this resolution. 04/26/06 - A W.W. Grainger, Inc. *GWW* 384802104 03/06/06 300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/02/06 - A Wal-Mart Stores, Inc. *WMT* 931142103 04/05/06 10,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Animal Welfare Standards Against Against ShrHoldr In the case of Wal-Mart, ISS notes that the company does not provide detailed information on its company website regarding issues of animal welfare at its suppliers. However, the company does disclose its general policy on animal welfare and appears to be taking reasonable steps to support animal welfare in its supplier relationships. Furthermore, ISS believes that the multiple reports requested by this resolution could be burdensome on the company without providing meaningful information to shareholders. Finally, while we believe it would be beneficial for the company to consider the benefits of new technology at its suppliers, we also believe that management should be afforded the flexibility to make decisions on supplier relationships based on their assessment of the most beneficial sourcing strategies for the company. Therefore, we do not believe that shareholder support for this resolution is warranted. 4 Report on Political Contributions Against For ShrHoldr In the case of Wal-Mart, ISS notes that the company does include a statement regarding the participation of employees in political events and that all corporate contributions must be approved by its Government Relations Department; however the company does not appear to publish information that clearly defines the process for evaluating and overseeing such contributions, business objectives for the company's contributions, or the management of Wal-Mart's political action committees. ISS believes that some aspects of this resolution may be overly restrictive or burdensome; however, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote for this resolution. 5 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system gives full effect to the shareholder franchise. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 6 Prepare a Sustainability Report Against For ShrHoldr In this case, while ISS notes that Wal-Mart has some discussion of issues related to sustainability available on the company website and through its other initiatives, it does not specifically address a number of key, environment, health and safety, and economic issues in detail. Furthermore, the company has committed to increased reporting by the spring of 2007. That said, ISS also notes that sustainability reporting is becoming the norm at many large companies and that Wal-Mart has continued to face concerns related to certain employment and labor issues in its operations. We believe that more structured and comprehensive reporting on sustainability issues will benefit Wal-Mart, as this will help the company to better assess the financial risks that such issues pose to its business and the company's future growth. Further, considering information that is already available on parts of the company's website, it does not appear that consolidation of this data into a sustainability report would prove overly burdensome or costly to shareholders, or unfeasible within the timeline recommended. Therefore, while we commend the company for its steps to address certain social and environmental aspects of its operations in its existing and future disclosure initiatives, we believe that shareholders could benefit from a consolidated report on the company's sustainable development. As such, we recommend that shareholders vote for this resolution. 7 Report on Pay Disparity Against Against ShrHoldr Although ISS generally recommends votes for proposals which increase the level of disclosure on topics of importance to shareholders and support performance-based compensation for executives, the system suggested in this shareholder proposal suggests reporting on salary comparisons and evaluating overall compensation thresholds that may have limited utility for shareholders. Therefore, based on the limited utility or arbitrary nature of the detailed information requested by the report, we do not recommend shareholder support for this resolution. 8 Report on Stock Option Distribution by Race and Gender Against For ShrHoldr Given the nature and potentially significant cost of current litigation regarding this issue at Wal-Mart, we believe that shareholder support for this resolution is warranted. 01/11/06 - A Walgreen Co. *WAG* 931422109 11/14/05 7,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Stock Option Plan For Against Mgmt V. Vote Recommendation The total cost of the company's plans of 6.6 percent is above the allowable cap for this company of 5.11 percent. 04/04/06 - A Weis Markets, Inc. *WMK* 948849104 02/17/06 300 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert F. Weis --- Withhold We recommend a vote FOR the directors with the exception of insiders William R. Mills, Norman S. Rich, Jonathan H. Weis, and Robert F. Weis. We recommend that shareholders WITHHOLD votes from William R. Mills, Norman S. Rich, and Robert F. Weis for failure to establish an independent nominating committee and for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Jonathan H. Weis for standing as an insider on the Compensation Committee, for failing to establish an independent nominating committee, and for failure to establish a majority independent board. 1.2 Elect Director Jonathan H. Weis --- Withhold 1.3 Elect Director Norman S. Rich --- Withhold 1.4 Elect Director William R. Mills --- Withhold 1.5 Elect Director Michael M. Apfelbaum --- For 1.6 Elect Director Richard E. Shulman --- For 1.7 Elect Director Steven C. Smith --- For 2 Ratify Auditors For For Mgmt 12/28/05 - S Wellchoice Inc 949475107 11/18/05 1,500 1 Approve Merger Agreement For For Mgmt Management and the board of directors viewed the following factors as deciding before approving the merger transaction: 1. The value to be received by WellChoice shareholders in the merger is greater than that available in WellChoice remaining as an independent entity currently and for the foreseeable future; 2. The belief that the per share merger consideration is fair to the shareholders based upon WellChoice's current financial condition and future prospects, as well as the current financial condition and future prospects of WellPoint and the board's perception of the future prospects of the combined organization; 3. The current environment of the health benefits industry, including the regulatory uncertainty related to managed care generally, and the trends toward consolidation in the industry in order to obtain the advantage of scale in developing and delivering products in a cost-effective manner; and 4. The fairness opinion rendered by Lazard Freres. Based on our review of the terms of the transaction and the factors described above, specifically the per share consideration shareholders are receiving in the transaction, we believe that the merger agreement warrants shareholder support. 04/27/06 - A Wendy's International, Inc. *WEN* 950590109 03/06/06 3,200 1 Elect Directors For For Mgmt 1.1 Elect Director James V. Pickett --- For We recommend a vote FOR the directors. 1.2 Elect Director Thomas F. Keller --- For 1.3 Elect Director David P. Lauer --- For 1.4 Elect Director James F. Millar --- For 1.5 Elect Director Peter H. Rothschild --- For 2 Ratify Auditors For For Mgmt 3 Label Genetically Modified Organisms Against Against ShrHoldr In this case, the proponent is seeking the labeling of products, not an outright phase-out. ISS reviews proposals to label GE products on a case-by-case basis. While we generally support proposals that seek to provide shareholders with greater disclosure regarding the risks associated with their investment, we believe that the practice of labeling every product that may contain genetically modified ingredients would be a formidable task. Given the widespread existence of these products, we question whether such an initiative can be successfully and economically implemented. Conversely, a broad approach of labeling all products as 'potentially containing GE ingredients' would be of limited use to consumers and shareholders. Therefore, based on concerns with the associated costs and feasibility of effectively implementing this resolution ISS does not believe that shareholder support is warranted. 4 Prepare Sustainability Report Against For ShrHoldr While ISS believes that the Company should have the flexibility to determine the most appropriate format for its sustainability report, we also note that the content of this report should be measured against industry peers and accepted standards of reporting. Wendy's existing disclosure on corporate responsibility and sustainability does discuss the Company's definition of sustainability, and highlights certain policies and initiatives related to Wendy's social and environmental programs. However, detailed information on how the Company's performance on these issues is affecting the Company, positively or negatively, does not appear to be readily available. As such, we believe that more comprehensive reporting on sustainability issues will benefit Wendy's by helping the Company to better assess the financial risks that certain issues pose to its business and the Company's future growth. As such, we recommend that shareholders support this resolution. 11/17/05 - A Western Digital Corp. *WDC* 958102105 09/30/05 8,200 1 Elect Directors For For Mgmt 2 Approve Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 13.31 percent is within the allowable cap for this company of 20.55 percent. Additionally, this plan expressly forbids repricing. Named executives received more than 25 percent of all shares issued during the last fiscal year. 4 Ratify Auditors For For Mgmt 04/18/06 - A Whirlpool Corp. *WHR* 963320106 03/03/06 700 1 Elect Directors For For Mgmt 04/27/06 - A Wyeth *WYE* 983024100 03/03/06 4,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 3.61 percent is within the allowable cap for this company of 9.95 percent. 4 Report on Product Availability in Canada Against For ShrHoldr ISS generally supports proposals that call for increased disclosure that may help shareholders better evaluate their investment. While we believe that a prescriptive requirement to adopt a policy to support reimportation may be inappropriate and in violation of both U.S. and Canadian regulations on this matter, we do believe that the company could benefit from increased transparency into its policies and the impact that they may have on the company. ISS notes that there are certain legal and safety concerns that can be associated with the reimportation of prescription medications. However, public action and litigation on this matter continues to become more common and contentious, and could result in costly legal maneuvering, damaging publicity, and onerous legislation in the future. Therefore, considering the widely varied stance on this issue, and the degree to which legislation, litigation, and public opinion related to prescription drug access will impact the industry as a whole, and Wyeth specifically, ISS believes that a report on impact of the company's policies related to this topic is warranted. 5 Report on Political Contributions Against For ShrHoldr In the case of Wyeth, ISS notes that the company briefly discusses the right of employees to be involved in the political process as private citizens in its Code of Conduct; however, there is no detailed information available about the company's policies regarding oversight or accountability for corporate contributions, or the administration of Wyeth's PACs. Therefore, while ISS believes that some aspects of this resolution may be overly restrictive or burdensome, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote FOR this resolution. 6 Report on Animal welfare Policy Against For ShrHoldr In this case, Wyeth, there does not appear to be the subject of any recent, significant fines or litigation on the issue of animal welfare indicative of systematic problems with the company's policies. However, ISS notes that the company does not have detailed information publicly disclosed related to its animal welfare policies and procedures. This lack of disclosure is not consistent with policies at other companies in the industry and could expose Wyeth to some level of reputational risk, or damage to the company's brand image. Additionally, based on the company's commitment to sound science and the humane treatment of animals, as well as statements regarding its internal policies, we do not believe that it would be overly costly or burdensome for the company to include this disclosure on its website or in other public documents. ISS does not believe that every aspect of this resolution needs to be addressed by the company; however, we do believe that the company should minimize its exposure to potential risks associated with animal welfare issues by adopting a level of disclosure consistent with industry norms. As such, we recommend shareholder support for this resolution. 7 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS notes that the proposal is not intended to limit the judgment of the board. The board would retain the discretion to address the status of incumbent directors who failed to receive a majority vote under a majority vote standard, and whether a plurality vote standard would be more appropriate in director elections when the number of director nominees exceeds the available board seats. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 8 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 9 Adopt Simple Majority Vote Requirement Against For ShrHoldr We support shareholder proposals seeking to eliminate supermajority vote requirements, as they may serve as entrenchment devices for management and therefore are not in the shareholders' best interest. We believe this proposal warrants support. 05/18/06 - A Yum Brands, Inc. *YUM* 988498101 03/20/06 1,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Prepare a Diversity Report Against Against ShrHoldr ISS would encourage the company to continue to evaluate its policies and initiatives related to diversity. However, because of the ongoing status of the litigation at the company, existing disclosure on the company's policies and initiatives, the recognition that the company has received related to its diversity policies and initiatives, and the potential cost or burden that may be associated with providing all of the requested information, ISS does not recommend shareholder support for this resolution. 4 Implement MacBride Principles Against Against ShrHoldr Based on the fact that the existing reporting requirements are substantially similar to the MacBride Principles, the potential difficulties associated with full implementation of the Principles, and the barriers towards adoption through the franchise agreement, we recommend that shareholders oppose this request. 5 Label Genetically Modified Organisms (GMO) Against Against ShrHoldr In this case, the proponent is seeking the labeling of products, not an outright phase-out. ISS reviews proposals to label GE products on a case-by-case basis. While we generally support proposals that seek to provide shareholders with greater disclosure regarding the risks associated with their investment, we believe that the practice of labeling every product that may contain genetically modified ingredients would be a formidable task. Given the widespread existence of these products, we question whether such an initiative can be successfully and economically implemented. Conversely, a broad approach of labeling all products as "potentially containing GE ingredients" would be of limited use to consumers and shareholders. Therefore, based on concerns with the associated costs and feasibility of effectively implementing this resolution, ISS does not believe that shareholder support is warranted. 6 Report on Animal Welfare Standards Against Against ShrHoldr We believe that it is important for the company to mitigate its exposure to the risk of damaging public perception related to its animal welfare standards. However, we also believe that management should be afforded the flexibility to make decisions on the recommendations of its advisory panel based on its assessment of what is most beneficial for the company as a whole, including financial, operational, and public image considerations. Therefore, based on the company's level of disclosure on the topic of animal welfare, we do not believe that the requested report is necessary at this time.
Fund: Principal Variable Contracts- LargeCap Stock Index Sub-Advisor: Principal Global Investors LLC Mgmt Rec - Company Management Recommended Vote Vote Summary Report Jul 01, 2005 - Jun 30, 2006 Principal Variable Contact - LargeCap Stock Index - 5043
Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted ---------------------------------------------------------- ---------------- ---------------- ----------- -------- -------- ------- ---------------------------------------------------------------------------------------------------------------------------------- 05/09/06 - A3M CO *MMM* 88579Y101 03/10/06 11,824 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 4 Performance-Based Against For ShrHoldr In conclusion, the company's annual and long-term incentive programs do not sufficiently meet the proponent's requirements. Therefore, ISS supports this shareholder proposal. 5 Adopt Animal Welfare Policy Against Against ShrHoldr In this case, ISS notes that 3M's disclosure on animal welfare appears consistent with policies at other companies in the industry and that the company has contributed to posting a report on compliance with its animal welfare standards on the company website. ISS questions the value of this report to shareholders based on the information that is already available and commitments to further disclosure by the company. Establishing new policies on animal welfare, monitoring the compliance of external animal testing facilities, and reporting this information to shareholders may not provide enough meaningful information to shareholders to offset the cost and burden to the company of complying with this proposal. As such, we do not recommend shareholder support for the resolution. 6 Implement China Principles Against Against ShrHoldr Since the company has had no significant controversies or violations regarding its operations in China and has an established workplace code of conduct, we recommend a vote against this item. 04/28/06 - AAbbott Laboratories *ABT* 002824100 03/01/06 24,139 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Performance-Based Equity Awards Against For ShrHoldr In conclusion, the company's annual and long-term incentive programs do not sufficiently meet the proponent's requirements of pay-for-superior performance standards. Therefore, ISS supports this shareholder proposal. 4 Report on Political Contributions Against Against ShrHoldr In the case of Abbott Laboratories, ISS notes that the company briefly discusses laws and general policy related to political contributions in its Code of Business Conduct. While this information does not go into detail on the company's overarching business rationale for its contributions, it does disclose that the Legal Division of the company is responsible for oversight and approval of all such contributions. Moreover, the company has committed to including information on its corporate contributions in its annual report. ISS will evaluate the scope and content of the company's disclosure in its next annual report and may consider supporting a similar resolution in the future if the information provided does not provide shareholders with sufficient insight into the company's policies. However, based on information available in the company's Code of Business Conduct regarding the oversight of its political contributions, and Abbott Laboratories' commitment to include disclosure on this topic in its next annual report, ISS does not believe support for the resolution is necessary at this time. 5 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. ISS believes that separating the role of Chair and CEO may help Abbott Laboratories address challenges that face the company on many levels, including pharmaceutical pricing, by encouraging management accountability to shareholders for the establishment of long-term policies that protect and grow shareholder value. 05/18/06 - AAce Ltd. *ACE* G0070K103 03/31/06 5,032 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 APPROVAL OF AMENDMENT TO ACE LIMITED EMPLOYEE STOCK For For Mgmt PURCHASE PLAN. 3 RATIFICATION OF THE APPOINTMENT OF For For Mgmt PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF ACE LIMITED FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006. 03/07/06 - AADC Telecommunications, Inc. *ADCT* 000886309 01/11/06 1,812 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 08/24/05 - SAdobe Systems Inc. *ADBE* 00724F101 07/19/05 7,118 1 Issue Shares in Connection with an Acquisition For For Mgmt Based on our review of the terms of the transaction and the factors described above, we believe that the share issuance warrants shareholder support. 2 Adjourn Meeting For For Mgmt Given the narrow scope of this proposal, and our support for this transaction, we recommend that shareholders support this proposal. 03/28/06 - AAdobe Systems Inc. *ADBE* 00724F101 02/13/06 9,355 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt Vote RecommendationThis proposal does not seek an increase in the number of shares available for issuance under the plan. The proposed amendments aim to revise the performance goals under the plan to better link the annual incentive awards for Adobe System's executives to the achievement of the company's financial and operating objectives. Because the proposal is designed to bring the plan into compliance with Section 162 (m) of the Internal Revenue in order to preserve the tax deductibility, we recommend a vote FOR this item. 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Ratify Auditors For For Mgmt 05/05/06 - AAdvanced Micro Devices, Inc. *AMD* 007903107 03/06/06 6,288 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 11.56 percent is within the allowable cap for this company of 12.42 percent. Additionally, this plan expressly forbids repricing. 4 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 5 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 04/28/06 - AAetna Inc. *AET* 00817Y108 02/24/06 8,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 4 Provide for Cumulative Voting Against Against ShrHoldr In this case, the company meets both all of the above corporate governance and performance criteria, with the exception of the 90-day notice requirement for special meetings or written consent action by shareholders. However, Aetna has a 120-day notice requirement which ISS deems sufficient, due to the fact that the company fulfills all other governance criteria and outperforms both its peers and the index in one-, three-, and five-year shareholder returns. Accordingly, the proposal does not warrant shareholder support. 10/27/05 - AAffiliated Computer Services, Inc. *ACS* 008190100 09/09/05 1,860 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For Mgmt 4 Approve Recapitalization For For ShrHoldr ISS advocates a one-share, one-vote policy. We therefore frown on companies that have different classes of common stock with disparate voting rights. This effectively gives one class of shareholders disproportionate voting power in the company in relation to its equity position. As a non-binding proposal, we support the request that the company take steps to develop a recapitalization plan whereby all of the company's outstanding stock would have one vote. In general, we believe that simplified capital structures where voting interests are proportional to economic interests are preferable to dual class structures where management owns supervoting stock. 05/01/06 - AAFLAC Incorporated *AFL* 001055102 02/22/06 7,786 1 Elect Directors For Split Mgmt 1.1 Elect Director Daniel P. Amos --- For We recommend a vote FOR the directors with the exception of independent outsider Michael H. Armacost. We recommend that shareholders WITHHOLD votes from Michael H. Armacost for poor attendance. 1.2 Elect Director John Shelby Amos, II --- For 1.3 Elect Director Michael H. Armacost --- Withhold 1.4 Elect Director Kriss Cloninger, III --- For 1.5 Elect Director Joe Frank Harris --- For 1.6 Elect Director Elizabeth J. Hudson --- For 1.7 Elect Director Kenneth S. Janke Sr. --- For 1.8 Elect Director Douglas W. Johnson --- For 1.9 Elect Director Robert B. Johnson --- For 1.10 Elect Director Charles B. Knapp --- For 1.11 Elect Director Hidefumi Matsui --- For 1.12 Elect Director E. Stephen Purdom, M.D. --- For 1.13 Elect Director Barbara K. Rimer, Dr. Ph --- For 1.14 Elect Director Marvin R. Schuster --- For 1.15 Elect Director David Gary Thompson --- For 1.16 Elect Director Tohru Tonoike --- For 1.17 Elect Director Robert L. Wright --- For 2 Ratify Auditors For For Mgmt 03/01/06 - AAgilent Technologies Inc. *A* 00846U101 01/03/06 6,397 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 01/26/06 - AAir Products & Chemicals, Inc. *APD* 009158106 11/30/05 3,283 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.18 percent is within the allowable cap for this company of 8.40 percent. Additionally, this plan expressly forbids repricing. 4 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 01/26/06 - AAlberto-Culver Co. *ACV* 013068101 12/01/05 1,117 1 Elect Directors For For Mgmt 1.1 Elect Director Carol L. Bernick --- For We recommend a vote FOR the directors. 1.2 Elect Director Jim Edgar --- For 1.3 Elect Director Leonard H. Lavin --- For 1.4 Elect Director Robert H. Rock --- For 05/30/06 - SAlbertson 013104104 04/24/06 5,757 1 Approve Merger Agreement For For Mgmt Based on the premium received, the positive market reaction and the auction process to sell the company, we believe that the merger agreement warrants shareholder support. 2 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt As the proposal provides appraisal rights to shareholders in relation to part of the merger process, we believe it warrants shareholder support. 3 Adjourn Meeting For For Mgmt Where ISS is supportive of the underlying merger proposal and appraisal rights proposal, we are supportive of a narrowly-tailored adjournment proposal that seeks adjournment to solicit additional proxies to approve both proposals. 04/21/06 - AAlcoa Inc. *AA* 013817101 01/23/06 13,540 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/06 - AAllegheny Energy, Inc. *AYE* 017361106 03/16/06 2,534 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Stock Retention Against For ShrHoldr ISS recognizes that the company has recently implemented stock ownership guidelines. Directors' guidelines are fairly rigorous and directors must hold six times their annual cash retainer in stock. However, we believe that the stock ownership guidelines for executives are not rigorous enough and should go beyond the standard three times salary for CEOs. Further, the company does not have a retention ratio nor a holding period requirement. As such, we believe this proposal warrants shareholder support. 4 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, we believe that a company of this size should be able to find a qualified independent director willing to serve as chairman. 5 Require Director Nominee Qualifications Against Against ShrHoldr Given that the company already has acceptable governance standards in place with respect to director qualifications and fully independent key board committees, adopting a policy as suggested by the proponent appears unwarranted and would not add additional value to shareholders at this time. 6 Performance-Based/Indexed Options Against For ShrHoldr The proposal requests that a significant portion of future stock option grants to senior executives shall be performance-based. ISS believes that this is not unduly restrictive. Based on the available public disclosure, we could not directly link any of the stock option grants or other equity grants to performance metrics. As such, we support this proposal. 7 Eliminate or Restrict Severance Agreements Against For ShrHoldr (Change-in-Control) ISS recognizes that implementation of this policy may be difficult. However, we note that this proposal is somewhat similar to the severance/change-in-control proposal, whereby a company will seek shareholder approval for future severance agreements with senior executives that could provide benefits in an amount exceeding 2.99 times the sum of the executive's base salary and bonus. Currently, the company does not have a policy to seek shareholder approval on excessive severance/change-in-control payments. In supporting the spirit of the proposal, ISS believes that the company can implement a policy on seeking shareholder approval for excessive severance/change-in-control payments. 8 Claw-back of Payments under Restatements Against For ShrHoldr ISS believes that the company has not fundamentally addressed the proponent's key concerns. ISS believes this proposal warrants shareholder vote and we recommend a vote FOR. 9 Submit Shareholder Rights Plan (Poison Pill) to Against Against ShrHoldr Shareholder Vote In the case of Allegheny Energy, we note that a formal policy regarding the adoption of a pill has been established in response to shareholder concerns. We believe that the 12-month period is a reasonable time period to seek shareholder approval and the request of reducing it to four months appears to be unnecessary. ISS commends the company for taking this positive step towards better corporate governance by adopting this policy and terminating the company's previous poison pill. A such, we recommend shareholders do not support this item. 05/04/06 - AAllegheny Technologies, Inc. *ATI* 01741R102 03/07/06 1,323 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/02/06 - AAllergan, Inc. *AGN* 018490102 03/15/06 2,309 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Non-Employee Director Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.90 percent is within the allowable cap for this company of 11.93 percent. Additionally, this plan expressly forbids repricing. 4 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 05/25/06 - AAllied Waste Industries, Inc. *AW* 019589308 04/03/06 3,423 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.47 percent is within the allowable cap for this company of 7.03 percent. Additionally, this plan expressly forbids repricing. 4 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before bonus awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system gives full effect to the shareholder franchise. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 6 Submit Severance Agreement (Change in Control) to Against For ShrHoldr shareholder Vote In this case, we believe that the cap suggested by the proponent of 2.99 times base salary and cash bonus is widely considered as the standard threshold level of severance payments for senior executives that should be subject to a shareholder vote. The proposed limit also conforms to the parachute tax laws. If the amount of change-in-control payments to an executive exceed three times his or her base amount, then the federal tax law categorizes those payments as parachute payments. The Internal Revenue Code imposes on executives a 20 percent excise tax on excess parachute payments and Section 280G denies corporation tax deductions for excess parachute payments. Therefore, the limit suggested by the proponent is not arbitrary. Additionally, since the proponent's proposal does not require that shareholder approval be obtained prior to the drafting of severance agreements, we do not believe that adoption of this proposal would unduly hinder the company's ability to negotiate such agreements with potential executives. ISS believes that shareholders should have a voice in lucrative severance payments and prevent the excessive "pay for failure" packages that have been witnessed at some companies. 04/20/06 - AALLTEL Corp. *AT* 020039103 02/24/06 5,959 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. ISS supports performance based compensation that qualifies for tax deduction under Section 162 (m). 3 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. ISS supports performance based compensation that qualifies for tax deduction under Section 162 (m). 4 Ratify Auditors For For Mgmt 05/09/06 - AAltera Corp. *ALTR* 021441100 03/13/06 5,641 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 10.50 percent is within the allowable cap for this company of 12.56 percent. Additionally, this plan expressly forbids repricing. 3 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 4 Ratify Auditors For For Mgmt 04/27/06 - AAltria Group, Inc. *MO* 02209S103 03/06/06 32,404 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Separate Chairman and CEO Positions Against Against ShrHoldr We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO position. 4 Adopt ILO Standards Against Against ShrHoldr In this case, Altria operates in certain markets that increase the company's exposure to human rights violations. However, ISS notes that the company has established a formal code of conduct that specifically references certain issues related to workplace human rights. Furthermore, Altria discusses its belief that employees should have the right to join, or refrain from joining, trade unions and to bargain collectively, and commits to dealing fairly and directly with representatives of these organizations. The disclosure also briefly discusses information about the company's compliance mechanisms for vendors and suppliers. Finally, the company does not appear to be the subject of any recent, significant fines or litigation related to its international labor rights policies. Therefore, ISS does not believe that the adoption of an additional code of conduct is necessary at this time. As such we recommend that shareholders vote against this resolution. 5 Inform African Americans of Health Risks Associated Against Against ShrHoldr with Menthol Cigarettes We specifically question the impact that undertaking a campaign to warn African Americans of health risks associated with menthol cigarettes will have on shareholder value. Information regarding the health impacts of smoking is available to all interested parties on the company website and through other media campaigns. Furthermore, ISS agrees with the company that public health agencies would be a better venue for addressing these issues, as they can ensure that appropriate information based on sound research is consistently communicated to the public. As such, we do not recommend shareholder support for this resolution. 6 Establish Fire Safety Standards for Cigarettes Against Against ShrHoldr ISS believes that certain issues such as increased product warnings on the health risks, or fire safety standards associated with cigarettes are generally better addressed by legislators and public health agencies rather than individual companies. Unilaterally adopting new fire safety standards could negatively affect the company's competitive advantage, and may not meet the needs of potential future legislation in other states should such legislation arise. Therefore, ISS recommends that shareholders vote against this proposal 7 Adopt Animal Welfare Policy Against Against ShrHoldr In this case, ISS notes that Altria has committed to compliance with applicable guidelines on animal welfare, and that the company's position does not appear inconsistent with industry standards. Moreover, the company has received accreditation from AAALAC for the testing conducted by Philip Morris Research Laboratories. Finally, establishing new policies on animal welfare, monitoring the compliance of external animal testing facilities, and reporting this information to shareholders may not provide enough meaningful information to shareholders to offset the cost and burden to the company of complying with this proposal. As such, we do not recommend shareholder support for the resolution. 8 Support Legislation to Reduce Smoking Against Against ShrHoldr Generally speaking, ISS believes that public agencies are the appropriate forum for discussion on tax policies or regulations regarding public smoking. Furthermore, ISS is concerned that taking active positions to support certain issues related to smoking may have a negative impact on the company's business, and questions the short-term and long-term impact on shareholder value that may result from compliance with this proposal. As such, we do not recommend shareholder support for the resolution. 9 Provide Information on Second Hand Smoke Against Against ShrHoldr ISS believes that the government agencies tasked with providing guidance on issues related to public health are the most appropriate venue for discussion on issues of standardized healthcare coding and statistical analysis of this information. Individual surveys adopted and advocated by companies could provide some confusion or inconsistency in diagnosing and coding medical conditions. As such, we do not recommend shareholder support for this resolution. 05/23/06 - AAmazon.com, Inc. *AMZN* 023135106 04/03/06 4,816 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/02/06 - AAmbac Financial Group, Inc. *ABK* 023139108 03/06/06 1,636 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/02/06 - AAmeren Corporation *AEE* 023608102 03/06/06 3,178 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 1.95 percent is within the allowable cap for this company of 5.00 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 4 Report on Extending the Operating License at the Against Against ShrHoldr Callaway Nuclear Power Facility Considering the time frame available for the company to evaluate this decision and the level of public disclosure required during the application process, ISS does not believe that this resolution merits shareholder support at this time. 04/25/06 - AAmerican Electric Power Co. *AEP* 025537101 03/02/06 6,125 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/24/06 - AAmerican Express Co. *AXP* 025816109 02/28/06 19,321 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Limit/Prohibit Executive Stock-Based Awards Against Against ShrHoldr ISS does not support the wholesale elimination of a particular type of compensation award and the company has committed that it will not reprice stock options without shareholder approval. 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, the company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. Further, with regard to management's concern that the proposal does not consider potential board vacancies, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 5 Exclude Reference to Sexual Orientation from the Against Against ShrHoldr Company's EEO Statement Therefore, considering potential benefits that may be associated with American Express' existing policy, and the absence of information suggesting that there are significant costs or negative impacts associated with including reference to sexual orientation in the EEO statement, we do not believe shareholder support for this resolution is warranted. 6 Company-Specific -- Reimbursement of Expenses for Against Against ShrHoldr Certain Shareholder-Nominated Director Candidates ISS believes that adoption of this binding proposal would pose several problems. The formula by which the company would provide reimbursement would require substantial payment even if a number of dissident nominees do not receive significant votes. Additionally, the proposal does not include an overall cap on expense reimbursement and could encourage frivolous spending by shareholder nominees. ISS would prefer that dissident nominees include a reimbursement proposal on their proxy cards to be voted. 08/11/05 - AAmerican International Group, Inc. *AIG* 026874107 06/24/05 37,772 1 Elect Directors For Split Mgmt 1.1 Elect Director M. Aidinoff --- For 1.2 Elect Director P. Chia --- For 1.3 Elect Director M. Cohen --- Withhold 1.4 Elect Director W. Cohen --- For 1.5 Elect Director M. Feldstein --- For 1.6 Elect Director E. Futter --- For 1.7 Elect Director S. Hammerman --- For 1.8 Elect Director C. Hills --- For 1.9 Elect Director R. Holbrooke --- For 1.10 Elect Director D. Kanak --- For 1.11 Elect Director G. Miles, Jr --- For 1.12 Elect Director M. Offit --- For 1.13 Elect Director M. Sullivan --- For 1.14 Elect Director E. Tse --- For 1.15 Elect Director F. Zarb --- For 2 Ratify Auditors For For Mgmt 05/17/06 - AAmerican International Group, Inc. *AIG* 026874107 03/24/06 40,519 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 06/08/06 - AAmerican Power Conversion Corp. *APCC* 029066107 04/13/06 2,683 1 Fix Number of Directors For For Mgmt ISS believes that the proposed change is minor and that it is not motivated by a desire to entrench management. 2 Elect Directors For For Mgmt 3 Ratify Auditors For For Mgmt 4 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this amendment because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 05/03/06 - AAmerican Standard Companies Inc. *ASD* 029712106 03/10/06 2,844 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/06 - AAmeriprise Financial, Inc. *AMP* 03076C106 02/28/06 3,828 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 02/09/06 - AAmerisourceBergen Corp *ABC* 03073E105 12/29/05 1,622 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt The requested increase of 300,000,000 shares is below the allowable threshold of 465,000,000 shares. 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.17 percent is within the allowable cap for this company of 9.11 percent. Additionally, this plan expressly forbids repricing. 4 Ratify Auditors For For Mgmt 05/10/06 - AAmgen, Inc. *AMGN* 031162100 03/13/06 19,207 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Stock Retention Against For ShrHoldr ISS recognizes that Amgen has implemented stock ownership guidelines which take effect at the end of December 2007. However, we believe that these guidelines are not rigorous enough and should go beyond the standard 5x salary for CEOs. In addition, the company does not have a retention ratio nor a holding period requirement. As such, we believe this proposal warrants shareholder support. 4 Link Executive Compensation to Social Issues Against Against ShrHoldr Although ISS generally recommends votes FOR proposals which increase the level of disclosure on topics of importance to shareholders and support performance-based compensation for executives, the system suggested in this shareholder proposal is vague and does not establish any specific financial, social, or other criteria under which the Compensation Committee should structure executive compensation. Therefore, ISS does not believe shareholder support for this resolution is warranted based on the ambiguity of the criteria recommended and the fact that arbitrary limitations or restrictions may not promote the correlation between executive compensation and company performance. 5 Submit Shareholder Rights Plan (Poison Pill) to Against For ShrHoldr Shareholder Vote In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that ISS recommends. We therefore agree with the proponent that the current pill should be put to a shareholder vote or redeemed and that any new pill be put to a shareholder vote. 6 Develop an Animal Welfare Policy Against Against ShrHoldr In this case, ISS notes that Amgen has committed to complying with or exceeding all levels of applicable guidelines on animal welfare, and that the company's position does not appear inconsistent with industry standards. Moreover, the company has received accreditation from AAALAC and NIH for its animal testing policies. Finally, establishing new policies on animal welfare, monitoring the compliance of external animal testing facilities, and reporting this information to shareholders may not provide enough meaningful information to shareholders to offset the cost and burden to the company of complying with this proposal. As such, we do not recommend shareholder support for the resolution. 7 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard, especially given that the company has a classified board and a non-shareholder approved poison pill. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 8 Report on Political Contributions For For ShrHoldr In this case, Amgen is supporting this resolution and states that it is committed to providing shareholders with a convenient way to access information on the company's policies and business rationale for corporate contributions. We agree that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote FOR this resolution. 04/20/06 - AAmSouth Bancorporation *ASO* 032165102 02/21/06 5,423 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For Against Mgmt V. Vote Recommendation Although the total cost of the company's plans of 7.05 percent is within the allowable cap for this company of 7.45 percent, and the plan expressly forbids repricing, the company's three year average burn rate of 2.82 percent is higher than its four-digit GICS peer group of 2.46 percent. Therefore, the company has failed ISS's three-year average burn rate policy. 4 Report on Political Contributions Against For ShrHoldr 5 Ammend EEO Statement to Prohibit Discrimination Based Against For ShrHoldr on Sexual Orientation 05/11/06 - AAnadarko Petroleum Corp. *APC* 032511107 03/13/06 3,690 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt The requested increase of 550,000,000 shares is below the allowable threshold of 855,000,000 shares. 3 Ratify Auditors For For Mgmt 03/14/06 - AAnalog Devices, Inc. *ADI* 032654105 01/13/06 5,708 1 Elect Directors For Split Mgmt 1.1 Elect Director James A. Champy --- Withhold We recommend a vote FOR the directors with the exception of James A. Champy, from whom we recommend shareholders WITHHOLD votes for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Kenton J. Sicchitano --- For 1.3 Elect Director Lester C. Thurow --- For 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 10.53 percent is within the allowable cap for this company of 12.47 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, in a case where a company has in place unfavorable governance provisions, as indicated above, we do not believe the resignation policy is a sufficient alternative to the proposed majority voting standard. The company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. Further, with regard to management's concern that the proposal does not consider potential board vacancies, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 02/08/06 - AAndrew Corp. *ANDW* 034425108 12/09/05 2,406 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/06 - AAnheuser-Busch Companies, Inc. *BUD* 035229103 02/28/06 12,080 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 3 Approve Non-Employee Director Restricted Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.86 percent is above the allowable cap for this company of 7.02 percent. However, for a company where the total cost of its plans exceeds its allowable cap and a director equity plan proposal has been submitted for shareholder approval, ISS will review the qualitative features of director compensation. In order for ISS to vote FOR the proposal, a company must demonstrate that it meets ALL of the following requirements concerning director compensation: (1) director stock ownership guidelines of a minimum of three times the annual cash retainer; (2) a minimum vesting of three years for stock options or restricted stock; (3) a balanced mix of cash and equity (i.e. 50% cash/50% equity) for the most recent fiscal year; (4) no retirement/benefits and perquisites; and (5) detailed disclosure on cash and equity compensation paid to each non-employee director for the most recent fiscal year in a table. In this case, Anheuser-Busch has established a policy that each director should own common stock having market value of at least three times his or her annual retainer. Additionally, nonemployee director grants made under the 1998 Incentive Plan and restricted stock grants made under the proposed plan have minimum three-year vesting provisions. The company has a relatively balanced mix of cash and equity for fiscal 2005. Directors currently receive group term life insurance coverage of $50,000 and they are eligible to participate in the company's matching gift program limited to $10,000 in any calendar year. ISS notes that these directors' benefits are common among companies and are not egregious. Further, we note that the company issued a Form 8-K filing, dated April 11, 2006, which provides adequate disclosure in a tabular format regarding cash and equity compensation paid to each non-employee director for that year. Therefore, we believe the plan warrants shareholder support 4 Ratify Auditors For For Mgmt 05/19/06 - AAon Corp. *AOC* 037389103 03/22/06 5,026 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. ISS supports performance based compensation that qualifies for tax deduction under Section 162 (m). 4 Amend Omnibus Stock Plan For Against Mgmt V. Vote Recommendation We commend the company for expressly forbidding the repricing of stock options under the plan. However, the company's three year average burn rate of 4.45 percent is higher than its four-digit industry burn rate of 2.56 percent. Therefore, the company has failed ISS's three-year average burn rate policy. Additionally, the total cost of the company's plans of 10.40 percent is above the allowable cap for this company of 6.65 percent. 05/04/06 - AApache Corp. *APA* 037411105 03/15/06 5,124 1 Elect Directors For Split Mgmt 1.1 Elect Director Frederick M. Bohen --- Withhold We recommend a vote FOR the directors with the exception affiliated outsiders of George D. Lawrence and Frederick M. Bohen. We recommend that shareholders WITHHOLD votes from George D. Lawrence and Frederick M. Bohen for standing as affiliated outsiders on the Compensation Committee. 1.2 Elect Director George D. Lawrence --- Withhold 1.3 Elect Director Rodman D. Patton --- For 1.4 Elect Director Charles J. Pitman --- For 1.5 Elect Director Jay A. Precourt --- For 2 Amend Non-Employee Director Stock Option Plan For For Mgmt IV. Vote RecommendationThe total cost of the company's plans is 3.94 percent, which is within the allowable cap for this company of 5.27 percent. 05/10/06 - AApartment Investment & Management Co. *AIV* 03748R101 03/03/06 1,489 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approval of High Performance Units For For Mgmt ISS supports the principle of pay for performance and believes that a significant portion of executive pay should be performance driven. In this case, the high performance units (HPU) are performance driven. Participants will only receive a payout when the company outperforms the MSCI US REIT index by 115 percent and maintains a minimum cumulative total return of 36.8 percent (11 percent annualized) for three years. Based on the company's historical stock performance, the performance targets established are sufficiently challenging. The company's three-year annualized total shareholder returns are 8.5 percent, 2 percent and -5 percent for 2005, 2004 and 2003, respectively. Payouts will be made in operating units and participants will have the opportunity to receive distributions like a regular holder of common partnership units. While the disclosure on the performance criteria is transparent, ISS believes that shareholders will benefit if the potential payouts under the program are clearly specified so that they are not surprised by high payments. 04/27/06 - AApple Computer, Inc. *AAPL* 037833100 02/28/06 13,114 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Computer Recycling Policy Against Against ShrHoldr ISS agrees with the proponent that the company should continuously evaluate its recycling programs, including publicly stated recovery goals, to ensure that its policies do not appear to lag behind industry standards. That said, we note that the company does provide information on its company website and in its public filings discussing the company's environmental policies. This disclosure provides general information on Apple's environmental policy, some detail on the company's take-back programs, and information related to materials and recycling in specific markets. While this disclosure does not address each issue recommended by the proponent's resolution, it does provide shareholders with substantial insight into the company's environmental and recycling policies. Additionally, the company has not been the subject of recent fines or litigation related to this issue suggesting that the company has systematic problems with its environmental management systems. Therefore, we do not believe shareholder support for the resolution is warranted at this time. 10/20/05 - AApplera Corp 038020103 09/01/05 2,873 1 Elect Directors For For Mgmt 1.1 Elect Director Richard H. Ayers --- For We recommend a vote FOR the directors. 1.2 Elect Director Jean-Luc Belingard --- For 1.3 Elect Director Robert H. Hayes --- For 1.4 Elect Director Arnold J. Levine --- For 1.5 Elect Director William H. Longfield --- For 1.6 Elect Director Theodore E. Martin --- For 1.7 Elect Director Carolyn W. Slayman --- For 1.8 Elect Director Orin R. Smith --- For 1.9 Elect Director James R. Tobin --- For 1.10 Elect Director Tony L. White --- For 2 Ratify Auditors For For Mgmt 03/22/06 - AApplied Materials, Inc. *AMAT* 038222105 01/27/06 25,247 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 08/23/05 - AApplied Micro Circuits Corp. *AMCC* 03822W109 06/27/05 4,462 1 Elect Directors For For Mgmt 2 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 3 Ratify Auditors For For Mgmt 11/03/05 - AArcher-Daniels-Midland Company *ADM* 039483102 09/16/05 9,080 1 Elect Directors For Split Mgmt 1.1 Elect Director G. Allen Andreas --- For We recommend a vote FOR the directors with the exception of affiliated outsiders O.G. Webb and Mollie Hale Carter. We recommend shareholders WITHHOLD votes from Mollie Hale Carter for standing as an affiliated outsider on the Audit, Compensation, and Nominating committees; and from O.G. Webb for standing as affiliated outsider on the Compensation and Nominating committees. 1.2 Elect Director Alan L. Boeckmann --- For 1.3 Elect Director Mollie Hale Carter, --- Withhold 1.4 Elect Director Roger S. Joslin --- For 1.5 Elect Director Patrick J. Moore --- For 1.6 Elect Director M. Brian Mulroney --- For 1.7 Elect Director Thomas F. O'Neill --- For 1.8 Elect Director O.G. Webb --- Withhold 1.9 Elect Director Kelvin R. Westbrook --- For 2 Report on Genetically Modified Organisms Against Against ShrHoldr Finally, we believe that planning alternatives for sourcing non-GE ingredients, should the situation require, would be based largely on speculation about future restrictions and legislation and may not be ultimately beneficial to the company or its shareholders. Based on the potential expenses and difficulty acquiring reliable results in testing GE ingredients, we do not feel this report would be a beneficial use of shareholder assets. 05/17/06 - AArchstone Smith Trust *ASN* 039583109 03/27/06 3,330 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 01/26/06 - AAshland Inc. *ASH* 044209104 11/21/05 1,099 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.18 percent is within the allowable cap for this company of 7.30 percent. Additionally, this plan expressly forbids repricing. 04/28/06 - AAT&T Inc *T* 00206R102 03/01/06 60,788 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 2.84 percent is within the allowable cap for this company of 5.00 percent. 4 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt ISS supports any reduction of a company's voting requirements. We believe that the proposed amendment is in shareholders' best interest as it represents an improvement in the company's corporate governance structure. 5 Report on Political Contributions Against Against ShrHoldr In the case of AT&T, ISS notes that the company does not appear to publish a policy on political contributions that clearly defines business objectives for its contributions, the process for evaluating and overseeing such contributions, or the management of AT&T's political action committees. ISS believes that some aspects of this resolution may be overly restrictive or burdensome; however, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote FOR this resolution. 6 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 7 Report on Pay Disparity Against Against ShrHoldr Therefore, based on our concerns regarding the utility of the proposed report and the changes made to company's compensation, we do not believe that preparation of the requested report would yield meaningful information to shareholders regarding the efficacy of the company's executive compensation policies and practices 8 Non-Employee Director Compensation Against Against ShrHoldr The proponent's concern on excessive CEO compensation is valid in the current environment. Executive compensation is a major concern among shareholders. Lucrative CEO compensation packages, stealth compensation in the form of deferred compensation and supplemental executive retirement plans, poor alignment of pay and performance have led to shareholders' dissatisfaction. The mounting concern is evidenced by the growing number of pay related shareholder proposals and the litigation on executive pay practices. However, the proponent has targeted director's compensation and not CEO's compensation. Unlike CEO's pay, director compensation is generally not pay for performance. Instead, directors receive annual retainer fee, plus additional fees for serving on committees and attending board and committee meetings. To align the interests of directors with shareholders, directors also receive automatic grants of stock options and/or stock awards. Abuse in the area of director compensation appears in isolated cases. Retirement packages, such as pension programs for directors are no longer common among companies. ISS believes the proponent's request to annually seek shareholder approval for every future director compensation package is burdensome and offers little value to shareholders. Furthermore, the proposal does not seek to address the real issue - runaway CEO compensation. 9 Submit Severance Agreement (Change in Control) to Against For ShrHoldr shareholder Vote Top executives of AT&T received approximately $31 million in severance pay when SBC acquired the company. Millions of dollars worth of stock options, restricted shares and performance-based shares also vested earlier than originally intended as a result of the trigger on change in control. ISS notes that the company has recently implemented good executive pay practices by limiting severance payments to no more than 2.99 times base salary and target bonus and eliminating tax gross-ups on severance payments. Furthermore, vesting of equity awards would no longer be accelerated under single trigger (i.e., significant change in company ownership structure) but would only occur under double trigger (i.e., significant change in company ownership structure coupled with loss in employment). However, ISS notes that the company does not have a severance policy in place whereby any amounts exceeding the threshold would require shareholder approval. In light of the previous large severance payments given to AT&T executives, ISS believes this binding shareholder proposal warrants support. Furthermore, the proposal provides some flexibility for the company, whereby the board may seek approval of the shareholder approval after the material terms of the severance agreement have been agreed upon. 10 Adopt Simple Majority Vote Requirement Against Against ShrHoldr ISS supports, where permitted under state law, the application of a simple majority voting requirement for most corporate actions. ISS maintains that a simple majority of voting shares should be sufficient to effect major transactions and changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking initiatives that are in shareholders' best interests. Therefore, we support the general idea of the shareholder proposal. However, management has submitted a proposal to reduce the vote requirement for any issues that can be subject to shareholder vote in the future (see item 4 above). As such, we feel that this proposal is unnecessary in light of the fact that the board has substantially addressed the concerns brought forth in the shareholder proposal. 11/10/05 - SAutodesk, Inc. *ADSK* 052769106 09/15/05 3,328 1 Approve Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 11.53 percent is within the allowable cap for this company of 12.57 percent. Additionally, this plan expressly forbids repricing. 2 Amend Non-Employee Director Omnibus Stock Plan For For Mgmt VI. Vote Recommendation The total cost of the company's plans of 9.98 percent is within the allowable cap for this company of 12.57 percent. Additionally, this plan expressly forbids repricing. 06/08/06 - AAutodesk, Inc. *ADSK* 052769106 04/17/06 3,603 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 11/08/05 - AAutomatic Data Processing, Inc. *ADP* 053015103 09/09/05 8,491 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/01/06 - AAutoNation, Inc. *AN* 05329W102 04/26/06 2,286 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against For ShrHoldr In this case, the company fails to meet all of the aforementioned corporate governance criteria, specifically shareholders do not have the right to call special meetings or act by written consent. Accordingly, this proposal warrants shareholder support. 12/14/05 - AAutoZone, Inc. *AZO* 053332102 10/17/05 823 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 02/10/06 - AAvaya Inc *AV* 053499109 12/16/05 6,281 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/06 - AAvery Dennison Corp. *AVY* 053611109 02/27/06 1,719 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/06 - ABaker Hughes Incorporated *BHI* 057224107 03/01/06 5,318 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Amend Vote Requirements to Amend Articles/Bylaws/Charter Against For ShrHoldr ISS believes that supermajority provisions violate the principle that a simple majority of voting shares should be sufficient to effect changes. Requiring more than that may permit management entrenchment. Given the fact that Baker Hughes' management has failed to heed the call of the majority of shareholders on prior occasions, we believe this item merits shareholder support. 04/26/06 - ABall Corp. *BLL* 058498106 03/01/06 1,616 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr 04/26/06 - ABank of America Corp. *BAC* 060505104 03/03/06 72,276 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 4.94 percent is within the allowable cap for this company of 5.79 percent. Additionally, this plan expressly forbids repricing. Although its three-year average burn rate of 2.87 percent is higher than its four-digit GICS peer group of 2.46 percent, the company maintains a three-year burn rate commitment equal to its GICS peer group of 2.46 percent as detailed above. Therefore, ISS will continue to monitor the awards granted to its participants pursuant to this public commitment. 4 Publish Political Contributions Against Against ShrHoldr When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In this case, the company notes that its contributions to political entities and the related disclosure comply with all applicable laws on this topic. The proposal asks that this report should be published within five business days of the annual meeting, and that reports disclosing the recipient and amount of each political contribution be made in a series of local and national newspapers. While ISS believes that increased disclosure is generally beneficial, it does not appear that the cost of preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of shareholder funds. In light of the potential costs associated with the requested report, we recommend that shareholders oppose this request. 5 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. Further, with regard to management's concern that the proposal does not consider potential board vacancies, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 6 Provide for an Independent Chairman Against For ShrHoldr Conclusion In this case, Bank of America has more than 2/3 independent outsiders on its board, all-independent key committees, and established governance guidelines. We note that the chairs of the Audit, Compensation, Corporate Governance, and Executive committees, on a rotating basis, preside as the lead director at the executive sessions of the board. However, as presiding/lead directors, they do not perform all the duties listed above. Further, the company delivered lower one-year total returns of 2.46 percent as compared with 4.91 percent for the S&P 500 Index and 6.83 percent for its GICS peer group. The company delivered three-year total returns of 14.33 percent, which was slightly lower than that of the S&P 500 Index (14.39%) and lower than its GICS peers (20.80%) (Compustat: See Shareholder Returns section above). ISS uses the entire GICS grouping of companies for total shareholder returns to measure company performance. We note that the one-year and three-year return comparison described under the Executive Compensation section includes only a peer group of 12 companies closest to Bank of America in revenue at fiscal year end within the same 6-digit GICS category. Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 7 Exclude Reference to Sexual Orientation from the Against Against ShrHoldr Company's EEO Statement Conclusion Therefore, considering potential benefits that may be associated with Bank of America's existing policy, and the absence of information suggesting that there are significant costs or negative impacts associated with including reference to sexual orientation in the EEO statement, we do not believe shareholder support for this resolution is warranted. 05/09/06 - ABaxter International Inc. *BAX* 071813109 03/13/06 10,235 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 4 Establish Range For Board Size For For Mgmt ISS believes that the proposed change is relatively minor and that it is not motivated by a desire to entrench management. 5 Submit Shareholder Rights Plan (Poison Pill) to Against For ShrHoldr Shareholder Vote In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that ISS recommends. We therefore agree with the proponent that the current pill should be put to a shareholder vote or redeemed and that any new pill be put to a shareholder vote. 04/25/06 - ABB&T Corporation *BBT* 054937107 02/28/06 8,438 1 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 2 Amend Nomination Procedures for the Board For For Mgmt Given that the proposed change does not constitute a material amendment, we believe this proposal warrants shareholder support. 3 Elect Directors For For Mgmt 4 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Ratify Auditors For For Mgmt 01/31/06 - ABecton, Dickinson and Company *BDX* 075887109 12/07/05 3,701 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Toxic Chemicals Against Against ShrHoldr ISS believes that Becton Dickinson's current level of disclosure is inadequate and we encourage the company to provide thorough insight into its policies on PBTs and how such policies may impact the company's global operations and protect shareholder value. However, we are concerned about the scope of this resolution, particularly the aspects dealing with substitution. As such, while ISS believes that the company could benefit from increased disclosure of its policies, we do not believe that shareholder support for this resolution is warranted at this time. 4 Provide for Cumulative Voting Against For ShrHoldr The company does not have an annually elected board (the board is classified) and therefore fails to meet all of the aforementioned corporate governance and performance criteria. Accordingly, this cumulative voting proposal warrants shareholder support at this time. 06/29/06 - ABed Bath & Beyond Inc. *BBBY* 075896100 05/02/06 4,378 1 Elect Directors For For Mgmt 1.1 Elect Director Steven H. Temares --- For We recommend a vote FOR the directors. 1.2 Elect Director Klaus Eppler --- For 1.3 Elect Director Fran Stoller --- For 2 Ratify Auditors For For Mgmt 3 Board Diversity Against Against ShrHoldr Therefore, while ISS agrees with the proponents that a company can benefit from directors that represent diverse backgrounds and experience and encourages the company to continuously evaluate policies on retaining qualified candidates for board positions, including women and minorities, we also believe that director selection should be based on the candidates' qualifications and ability to successfully fulfill the position regardless of race or gender. Moreover the specific requests of this resolution go beyond reporting to request public commitment to increased diversity on the board and the disclosure of specific goals and timelines. As such, while we support the underlying concept of increasing board diversity, we do not recommend shareholder support for the proposal at this time. 4 Adopt ILO-Based Code of Conduct Against For ShrHoldr Based on the lack of disclosure on company policies related to workplace human rights standards, we believe that shareholder support for this resolution is warranted. 5 Report on Energy Efficiency Against For ShrHoldr ISS notes that Bed Bath & Beyond has not publicly disclosed significant information on its environmental policies and performance, or on company-wide standards related to energy efficiency. Many other large retail companies have evaluated such information and provided some level of disclosure to shareholders on the impact that energy efficiency and associated expenses may have on the company's operations and/or financial performance. ISS believes that the potential impact of this issue on the company merits such consideration. Finally, the requested feasibility study should not be overly costly or burdensome for the company to conduct; however, it may provide some insight into how the company can mitigate certain risks or exploit advantageous opportunities associated with energy efficiency initiatives. Therefore, based on the lack of disclosure at the company level, the minimal cost of compliance with this resolution, ISS believes that this resolution merits shareholder support. 6 Declassify the Board of Directors For For Mgmt Although the proposed amendment will not fully declassify the board until the 2009 annual shareholder meeting, ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 04/24/06 - ABellSouth Corp. *BLS* 079860102 03/06/06 28,455 1 Elect Directors For Split Mgmt 1.1 Elect Director F. D. Ackerman --- For We recommend a vote FOR the directors with the exception of J. Hyatt Brown, from whom we recommend shareholders WITHHOLD votes for sitting on more than three public boards while serving as a CEO. 1.2 Elect Director R. V. Anderson --- For 1.3 Elect Director J. H. Blanchard --- For 1.4 Elect Director J. H. Brown --- Withhold 1.5 Elect Director A. M. Codina --- For 1.6 Elect Director M. L. Feidler --- For 1.7 Elect Director K. F. Feldstein --- For 1.8 Elect Director J. P. Kelly --- For 1.9 Elect Director L. F. Mullin --- For 1.10 Elect Director R. B. Smith --- For 1.11 Elect Director W. S. Stavropoulos --- For 2 Ratify Auditors For For Mgmt 3 Political Contributions/Activities Against Against ShrHoldr In the case of BellSouth, ISS notes that the company discusses its policies on political contributions on the company website, and these policies do not appear inconsistent with industry standards or existing regulations on this issue. Specifically, BellSouth's discussion of political contributions details of the approval and oversight process for such disbursements, the company's strategic approach to protecting its position through involvement in the political process, and the specific organization that is accountable for political contributions within the company. Furthermore, the company does provide links to external websites that report information on BellSouth's contributions. ISS agrees with the proponents that data on every type of political contribution may not be easily accessed, and that the company should be mindful of the end use of its contributions to ensure that they do not fund organizations which may support agenda's contrary to BellSouth's interests. However, the information provided by BellSouth's disclosure, including links to external websites that provide more detailed disclosure of specific types of contributions, does provide shareholders with some insight into the company's policies and controls. Therefore, ISS does not believe that additional reporting on this matter is warranted at this time. 05/04/06 - ABemis Company, Inc. *BMS* 081437105 03/10/06 1,638 1 Elect Directors For For Mgmt 2 Approve Stock Option Plan For Against Mgmt V. Vote Recommendation We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 9.55 percent is above the allowable cap for this company of 8.66 percent. In addition, the company's three year average burn rate of 2.82 percent is higher than its four-digit GICS peer group of 2.11 percent. Therefore, the company has failed ISS's three-year average burn rate policy. 3 Ratify Auditors For For Mgmt 06/21/06 - ABest Buy Co., Inc. *BBY* 086516101 04/24/06 6,348 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/06 - ABig Lots Inc. *BLI* 089302103 03/27/06 1,779 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 05/25/06 - ABiogen Idec, Inc. *BIIB* 09062X103 03/31/06 5,372 1 Elect Directors For Split Mgmt 1.1 Elect Director Lawrence C. Best --- For We recommend that shareholders vote FOR the directors with the exception of independent outsider William D. Young. We recommend that shareholders WITHHOLD votes from William D. Young for sitting on more than three boards. 1.2 Elect Director Alan B. Glassberg --- For 1.3 Elect Director Robert W. Pangia --- For 1.4 Elect Director William D.Young --- Withhold 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.56 percent is within the allowable cap for this company of 12.39 percent. Additionally, this plan expressly forbids repricing. 09/23/05 - ABiomet, Inc. *BMET* 090613100 07/26/05 3,666 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plan of 2.97 percent is within the allowable cap for this company of 8.70 percent. 3 Ratify Auditors For For Mgmt 01/31/06 - ABJ Services Company *BJS* 055482103 12/06/05 4,773 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt The requested increase of 530,000,000 shares is below the allowable threshold of 627,000,000 shares by 97,000,000 shares. We recommend a vote FOR Item 2. 3 Adjourn Meeting For Against Mgmt Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 08/23/05 - ABMC Software, Inc. *BMC* 055921100 07/05/05 3,225 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 12.41 percent is within the allowable cap for this company of 12.51 percent. Additionally, this plan expressly forbids repricing without shareholder approval. 03/31/06 - SBoston Scientific Corp. *BSX* 101137107 02/22/06 9,181 1 Increase Authorized Common Stock For For Mgmt 2 Issue Shares in Connection with an Acquisition For For Mgmt Based on our review of the terms of the transaction and the factors described above, we believe that the share issuance warrants shareholder support. 05/02/06 - ABristol-Myers Squibb Co. *BMY* 110122108 03/06/06 30,445 1 Elect Directors For For Mgmt 2 Ratify Auditor For For Mgmt 3 Increase Disclosure of Executive Compensation Against Against ShrHoldr ISS believes that the proponent's argument for additional disclosure is not compelling and the benefits of such disclosures are unclear. In addition, the additional disclosures are not required by the SEC and could provide competitors with sensitive compensation information that could place the company at a potential disadvantage regarding hiring and retaining executive talent. 4 Provide for Cumulative Voting Against For ShrHoldr In this case, the company fails to meet certain aforementioned corporate governance and performance criteria listed above. Specifically, shareholders do not have the right to call special meetings and may not act by written consent. Accordingly, the proposal warrants shareholder support. 5 Claw-back of Payments under Restatements Against Against ShrHoldr Because the board has adopted a formal policy which clearly communicates its intent that, in the event of unacceptable reasons for restatements, it would seek to recoup the responsible executive's bonus, we feel the board has substantially addressed the proponents request. 6 Report on Animal Welfare Against Against ShrHoldr In this case, both Bristol-Myers Squibb and the contractor in question have publicly available policies addressing issues of animal welfare. While these policies do not address certain issues to the degree requested by the proponent, they do appear to be comparable to policies at other companies in the same industry. Moreover, there does not appear to be any recent, significant fines or litigation on the issue of animal welfare at Bristol-Myers Squibb that are indicative of systematic problems with the company's animal welfare policies, or suggesting that the company lags behind industry peers on this subject. Finally, ISS is concerned with the structure of this resolution. Beyond asking for a feasibility study evaluating the merits of amending the company's existing animal welfare policy, compliance with resolution also implies that the company must apply this policy to its contract labs, oversee adherence to the policy, and publish an annual report outlining contractor compliance. These additional measures could place a significant burden on the company or complicate the company's contractual agreements with the external laboratories that it retains for certain animal testing programs. Therefore, we do not recommend shareholder support for this resolution. 7 Establish Term Limits for Directors Against Against ShrHoldr Under an effective corporate governance system, shareholders have the right to express their preferences each year by voting on directors at the annual meeting. Thus, shareholders can remove or reelect directors as they see fit. 04/27/06 - ABroadcom Corp. *BRCM* 111320107 02/28/06 6,748 1 Elect Directors For For Mgmt 2 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt The requested increase of 1,700,000,000 shares is below the allowable threshold of 1,840,000,000 shares. Additionally, the deletion of rights, preferences and privileges of the preferred stock would not have an adverse effect on shareholders since all of the preferred stock were converted to Class B common stock and the elimanation of such rights is just to avoid confusion of shares. As such, both proposal warrants a shareholder vote. 3 Establish Range For Board Size For For Mgmt ISS believes that the proposed change is relatively minor and that it is not motivated by a desire to entrench management. 4 Amend Non-Employee Director Omnibus Stock Plan For Against Mgmt V. Vote Recommendation The total cost of the company's plans of 63.17 percent is above the allowable cap for this company of 12.50 percent. Additionally, this company has repriced stock options without shareholder approval in the past. The plan also allows repricing of underwater stock options without shareholder approval, which we believe reduces the incentive value of the plan. 5 Ratify Auditors For For Mgmt 05/03/06 - ABrunswick Corp. *BC* 117043109 03/02/06 1,501 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 8.04 percent is within the allowable cap for this company of 9.20 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 04/19/06 - ABurlington Northern Santa Fe Corp. *BNI* 12189T104 02/28/06 5,811 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.49 percent is within the allowable cap for this company of 6.63 percent. Additionally, this plan expressly forbids repricing. 4 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders (for compensation that is intended to be "performance-based") who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Require a Majority Vote for the Election of Directors Against For ShrHoldr 6 Separate Chairman and CEO Positions Against For ShrHoldr Absent a designated lead director who performs all of the duties listed above, ISS believes that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 03/30/06 - SBurlington Resources Inc. 122014103 02/24/06 5,882 1 Approve Merger Agreement For For Mgmt Management and the board of directors viewed the following factors as deciding before approving the merger agreement: 1. The merger consideration at announcement represents a premium of approximately 20.9 percent to the closing sale price of the Burlington common stock on Dec. 9, 2005; 2. Burlington shareholders will receive a substantial cash payment for their shares, while at the same time retaining a large equity stake in the combined company, which will afford Burlington shareholders the opportunity to participate in the future financial performance of a larger, more diversified, global, integrated energy company; 3. The Burlington board of directors considered the opinions of each of Morgan Stanley and JP Morgan, that, as of Dec. 12, 2005, the consideration to be paid to Burlington shareholders pursuant to the merger agreement, was fair from a financial point of view to the Burlington shareholders; and 4. The Burlington board of directors considered possible alternatives to the merger, including the possibility of an alternative transaction with a third party. The Burlington board of directors believes that a limited number of other companies might potentially have an interest in a business combination transaction with Burlington. The board believed that it was uncertain that another third party would have an interest in such a transaction and concluded that there was no assurance that solicitation of alternative proposals from third parties would lead to a proposal that would be more favorable to Burlington shareholders than the transaction with ConocoPhillips. Based on our review of the terms of the transaction and the factors described above, in particular the premium at announcement, we believe that the merger agreement warrants shareholder support. 2 Adjourn Meeting For For Mgmt 04/19/06 - AC. R. Bard, Inc. *BCR* 067383109 02/27/06 1,632 1 Elect Directors For For Mgmt 1.1 Elect Director Marc C. Breslawsky --- For We recommend a vote FOR the directors. 1.2 Elect Director Herbert L. Henkel --- For 1.3 Elect Director Timothy M. Ring --- For 1.4 Elect Director Tommy G. Thompson --- For 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 8.58 percent is within the allowable cap for this company of 9.37 percent. Additionally, this plan expressly forbids repricing. 3 Amend Non-Employee Director Stock Option Plan For For Mgmt VI. Vote Recommendation The total cost of the company's plans of 6.78 percent is within the allowable cap for this company of 9.37 percent. Additionally, this plan expressly forbids repricing. 4 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 5 Ratify Auditors For For Mgmt 6 Adopt ILO Standards Against For ShrHoldr We recommend a vote FOR this resolution. 08/24/05 - ACA Inc *CA* 204912109 07/01/05 7,747 1 Elect Directors For For Mgmt 2 Ratify Change in Control of Severance Policy For For Mgmt 3 Ratify Auditors For For Mgmt 4 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.49 percent is within the allowable cap for this company of 12.40 percent. Additionally, this plan expressly forbids repricing. 11/18/05 - ACampbell Soup Co. *CPB* 134429109 09/21/05 2,739 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.17 percent is within the allowable cap for this company of 6.19 percent. Additionally, this plan expressly forbids repricing. 04/27/06 - ACapital One Financial Corp. *COF* 14040H105 02/28/06 4,661 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.32 percent is within the allowable cap for this company of 12.38 percent. Additionally, this plan expressly forbids repricing. 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr 11/02/05 - ACardinal Health, Inc. *CAH* 14149Y108 09/09/05 6,234 1 Elect Directors For Split Mgmt 1.1 Elect Director J. Michael Losh --- For We recommend a vote FOR the directors with the exception of independent outsiders Jean G. Spaulding, M.D. and John B. McCoy. We recommend that shareholders WITHHOLD votes from Compensation Committee members Jean G. Spaulding, M.D. and John B. McCoy for the disconnect between company's stock performance and the CEO's compensation. 1.2 Elect Director John B. McCoy --- Withhold 1.3 Elect Director Michael D. O'Halleran --- For 1.4 Elect Director Jean G. Spaulding, M.D. --- Withhold 1.5 Elect Director Matthew D. Walter --- For 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.26 percent is within the allowable cap for this company of 7.52 percent. Additionally, this plan expressly forbids repricing. 3 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 05/10/06 - ACaremark Rx, Inc. *CMX* 141705103 03/31/06 7,003 1 Elect Directors For For Mgmt 2 Report Policies For Political Contributions Against For ShrHoldr In the case of Caremark, ISS notes that the company briefly discusses the right of employees to be involved in the political process as private citizens in its Code of Conduct; as well as information regarding the company's oversight and accountability procedures. That said, there is no detailed information available about the company's general business rationale for its contributions or the administration of the company's PAC. Therefore, while ISS believes that some aspects of this resolution may be overly restrictive or burdensome and notes that the company does provide some basic insight into the oversight of political contributions at Caremark, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions. As such, we recommend that shareholders vote FOR this resolution. 04/20/06 - ACarnival Corp. *CCL* 143658300 02/21/06 6,741 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 TO AUTHORIZE THE AUDIT COMMITTEE OF CARNIVAL PLC TO For For Mgmt AGREE TO THE REMUNERATION OF THE INDEPENDENT AUDITORS. 4 TO RECEIVE THE ACCOUNTS AND REPORTS FOR CARNIVAL PLC For For Mgmt FOR THE FINANCIAL YEAR ENDED NOVEMBER 30, 2005. 5 TO APPROVE THE DIRECTORS REMUNERATION REPORT OF For For Mgmt CARNIVAL PLC. 6 TO APPROVE LIMITS ON THE AUTHORITY TO ALLOT SHARES BY For For Mgmt CARNIVAL PLC. 7 TO APPROVE THE DISAPPLICATION OF PRE-EMPTION RIGHTS FOR For For Mgmt CARNIVAL PLC. 8 TO APPROVE A GENERAL AUTHORITY FOR CARNIVAL PLC TO BUY For For Mgmt BACK CARNIVAL PLC ORDINARY SHARES IN THE OPEN MARKET. 06/14/06 - ACaterpillar Inc. *CAT* 149123101 04/17/06 10,473 1 Elect Directors For For Mgmt 1.1 Elect Director David R. Goode --- For We recommend a vote FOR the directors. 1.2 Elect Director James W. Owens --- For 1.3 Elect Director Charles D. Powell --- For 1.4 Elect Director Joshua I. Smith --- For 2 Increase Authorized Common Stock For For Mgmt The requested increase of 1,100,000,000 shares is below the allowable threshold of 1,530,000,000 shares. 3 Approve Omnibus Stock Plan For Against Mgmt V. Vote Recommendation We commend the company for forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 10.81 percent is above the allowable cap for this company of 5.91 percent. 4 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Ratify Auditors For For Mgmt 6 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 7 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 8 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 05/25/06 - ACBS Corp *CBS.A* 124857202 03/31/06 12,062 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Option Exchange Offer For Against Mgmt In this case, the company states that employees who tender their options would receive restricted shares or restricted share units having a value equal to 75 percent of the Black-Scholes value of their tendered options. In addition, the restricted shares or restricted share units would generally vest in equal 50 percent installments on the second and third anniversaries of the date of grant (even if the options tendered are fully vested). However, ISS has not been able to verify whether the offer represents a value neutral exchange as the company has not disclosed: (1) the specific terms of the options eligible for exchange and (2) the assumptions underlying its Black-Scholes valuation methodology. Note that the restricted share units would accrue dividends during the vesting period. The company's officers would also be eligible to participate in the offer. ISS believes that officers should be excluded from such transactions. Given that the proposed amendments are intended to facilitate the completion of an option exchange offer which we do not support, we do not believe this item warrants shareholder support. Note that NAIRI, Inc., which owns approximately 73 percent of the voting power of the company's common stock, has indicated that it will vote its shares in favor of the proposed amendment. 4 Amend Non-Employee Director Stock Option Plan For Against Mgmt V. Vote Recommendation The total cost of the company's plans of 9.16 percent is above the allowable cap for this company of 6.22 percent. In 2005, ISS implemented a modified policy in evaluating director equity plans. ISS considers the costs of equity plans including director plans and employee-based compensation plans in the binomial compensation model. If the total costs of the combined equity plans exceed the allowable cap, ISS will review the qualitative features of director compensation, taking into account (i) director stock ownership guidelines (ii) vesting schedule (iii) mix between cash and equity (iv) retirement/benefit and perquisites programs (v) quality of disclosure. In this case, the combined costs of the amended 2000 Stock Option Plan for Outside Directors and the remaining equity plans available for grant exceed the allowable cap of 6.22 percent. In reviewing the qualitative features of director compensation of CBS, directors are subject to stock ownership guidelines. Retainer fees are paid only in cash. However, directors receive initial and annual option grants subject to a one-year and ratable three-year vesting schedule, respectively. No information on retirement/benefit and perquisites has been mentioned in the proxy statement. Also, the company did not provide a tabular disclosure on total compensation delivered to each non-employee director for the most recent fiscal year. Given that the company does not meet all of the aforementioned qualitative features, ISS recommends a vote AGAINST the proposed amendment. 5 Amend Non-Employee Director Restricted Stock Plan For Against Mgmt Given that: (1) the total cost of the company's equity compensation program is excessive and (2) the company does not meet all of the aforementioned (see Item 4) qualitative director compensation features, ISS recommends a vote AGAINST the proposed amendment. See Item 4 above for further information regarding the analysis and rationale underlying this recommendation. 6 Company-Specific -- Adopt a Recapitalization Plan Against For ShrHoldr ISS Analysis and Vote Recommendation ISS advocates a one-share, one-vote policy. We therefore frown on companies that have different classes of common stock with disparate voting rights. This effectively gives one class of shareholders disproportionate voting power in the company in relation to its equity position. As such, we believe this item warrants shareholder support. 05/25/06 - ACenterpoint Energy Inc. *CNP* 15189T107 03/27/06 4,841 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve/Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Approve Omnibus Stock Plan For For Mgmt Given that the company will be entitled to a business expense deduction due to the favorable tax treatment attributable to Section 162(m), we believe the proposed amendment warrants shareholder approval. 5 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 6 Other Business Against Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 07/14/05 - ACentex Corp. *CTX* 152312104 05/26/05 1,803 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/06 - ACenturyTel, Inc. *CTL* 156700106 03/17/06 2,038 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/09/06 - AChesapeake Energy Corp. *CHK* 165167107 04/17/06 5,832 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt The requested increase of 250,000,000 shares is below the allowable threshold of 525,000,000 shares. 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 3.73 percent is within the allowable cap for this company of 5.61 percent. Additionally, this plan expressly forbids repricing. 04/26/06 - AChevron Corporation *CVX* 166764100 03/06/06 34,934 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Company-Specific-Reimbursement of Stockholder Proposal Against For ShrHoldr Because this binding proposal provides for reimbursement of expenses only in cases where a resolution is passed by shareholders and adopted for the benefit of the company, we recommend a vote FOR this item. 4 Report on Environmental Impact of Drilling in Sensitive Against Against ShrHoldr Areas Therefore, while we would encourage the company to continue to provide more transparency into the environmental impact of the company's operations we do not believe that shareholder support for this resolution is warranted. 5 Report on Political Contributions Against Against ShrHoldr In the case of Chevron, ISS notes that the company discusses its policies on political contributions on the company website and these policies do not appear inconsistent with industry standards or existing regulations on this issue. Specifically, Chevron's policy statement discloses guidelines for what type of organizations it will contribute to, the company's broad business strategy behind its political activity, and the total amounts contributed by the company and its PAC. Furthermore, the company does not appear to be the subject of any recent, significant controversy, fines, or litigation resulting from political action or contributions from it or its employee sponsored PACs. Therefore, while we agree with the proponents that data on every type of political contribution may not be easily accessed, it is our opinion that information provided by Chevron's disclosure gives shareholders sufficient insight into the company's policies and controls. Therefore, ISS does not believe that additional reporting on this matter is warranted at this time. 6 Adopt an Animal Welfare Policy Against Against ShrHoldr In this case, ISS notes that Chevron's involvement in animal testing is limited to outsourcing animal research that is required by law to external animal testing operations. Furthermore, the company has committed to retaining only those animal research laboratories that are accredited by AAALAC and discusses its general policies towards animal care and welfare in the management response to this resolution. ISS questions the value of this report to shareholders based on the limited involvement that the company has with animal testing. Establishing new policies on animal welfare, monitoring the compliance of external animal testing facilities, and reporting this information to shareholders may not provide enough meaningful information to shareholders to offset the cost and burden to the company of complying with this proposal. As such, we do not recommend shareholder support for the resolution. 7 Adopt a Human Rights Policy Against For ShrHoldr In this case, Chevron does have its Chevron Way statement and a code of business ethics available on the company website to convey its policies on human rights; however we do not believe that this information substantially addresses certain key issues related to workplace human rights. We also note that many multinational companies have established such codes or standards based on ILO guidelines or the UN Norms and posted them on their websites. ISS recognizes that the company has committed to developing a Human Rights Statement; however, there is no information currently available to judge the scope and inclusiveness of this forthcoming policy. Moreover, considering the industry and markets that the company operates in, as well as existing allegations or litigation related to human rights concerns at the company, we believe that it is important for the company to develop and disclose a human rights policy based on internationally accepted standards. As such, we recommend shareholder support for this resolution. 8 Report on Remediation Expenses in Ecuador Against Against ShrHoldr In this case, we note that the company has made significant efforts to provide interested parties with information on the situation in Ecuador. Moreover, since litigation on this matter is still pending, certain disclosure may not be appropriate. We further note that the company's involvement in Ecuador was through a subsidiary of Texaco (prior to the 2001 merger) operating as a minority partner in an oil consortium with the Ecuadorian government. Additionally, Chevron has no ownership interest in the current oil operations in this region, and the government of Ecuador has released the company from further obligation or liability on the issue. Finally, ISS believes that the information provided by Chevron on its website provides shareholders with adequate insight into the company's risk exposure, cost allocations, and policies related to the remediation of facilities in Ecuador. Considering these factors, ISS questions the utility of the additional information requested by this resolution for the company's shareholders. Therefore, we do not recommend shareholder support for the resolution at this time. 04/19/06 - SChiron Corp. 170040109 03/03/06 1,702 1 Approve Merger Agreement For For Mgmt Conclusion and Vote Rec Shareholders are faced with a tough choice: take a premium over a depressed stock price or risk that the longer-term standalone value of the company is less than $45. Applying a stricter scrutiny to a process driven by a controlling shareholder, we recommend that shareholders vote against this transaction based on the inopportune timing of the merger process, the positive developments since the time of the merger agreement, and the historical and current trading price of the target common stock. 2 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 3 Adjourn Meeting For For Mgmt Where ISS is supportive of the underlying merger proposal, we are supportive of a narrowly-tailored adjournment proposal that seeks adjournment solely to solicit additional proxies to approve the underlying transaction. Here, we are not supportive of the underlying transaction. 03/15/06 - ACIENA Corporation *CIEN* 171779101 01/20/06 8,994 1 Elect Directors For For Mgmt 2 Approve Reverse Stock Split For For Mgmt While we would prefer that the company provide greater certainty, the limited flexibility that these proposals provide to the company does not seem to be unreasonable. 3 Ratify Auditors For For Mgmt 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS commends the company for adopting its director resignation policy and for outlining specific elements of the process and timeline that the board would follow in the case of a director receiving more "withheld" votes than "for" votes. However, the company does not adequately address why the adopted policy is the best structure for Ciena at this time for demonstrating accountability on the issue of director elections. Also, in terms of Ciena's corporate governance practices and shareholder accountability, we note that the company has a classified board structure; a poison pill in place which was adopted without prior shareholder approval; restrictions on shareholders' ability to act by written consent; and supermajority shareholder voting requirements to amend certain charter or bylaw provisions. ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, in a case where a company has in place unfavorable governance provisions, as indicated above, we do not believe the resignation policy is a sufficient alternative to the proposed majority voting standard. The company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. Further, with regard to management's concern that the proposal does not consider potential board vacancies, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 04/26/06 - ACIGNA Corp. *CI* 125509109 02/28/06 1,957 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/06/06 - ACincinnati Financial Corp. *CINF* 172062101 03/08/06 2,718 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 3.72 percent is within the allowable cap for this company of 6.44 percent. Additionally, this plan expressly forbids repricing. 03/10/06 - SCinergy Corp. 172474108 01/17/06 3,103 1 Approve Merger Agreement For For Mgmt Management and the board of directors viewed the following factors as deciding before approving the merger agreement: 1. Management and the board considered that the mergers will create a combined company with increased scale and scope in a variety of dimensions; 2. The board believed that the combined merchant power operation will benefit from increased fuel and market diversity; 3. The board considered that the mergers will combine complementary areas of expertise; 4. The board took note of the historical stock prices of Cinergy and Duke Energy, including that the Cinergy exchange ratio represented a 13.4 percent premium over the closing price of Cinergy's common stock on May 6, 2005, the last trading day prior to the announcement of the merger; and 5. The board considered the expected financial impact of the Cinergy merger on Cinergy, including that the Cinergy merger is expected to be accretive to Cinergy shareholders by the second full year following the Cinergy merger. Based on our review of the terms of the transaction and the factors described above, in particular the premium paid in the transaction, we believe that the merger agreement warrants shareholder support. 10/18/05 - ACintas Corp. *CTAS* 172908105 08/22/05 2,179 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For Against Mgmt V. Vote RecommendationThe total cost of the company's plan of 8.06 percent is above the allowable cap for this company of 7.29 percent. 3 Ratify Auditors For For Mgmt 4 Separate Chairman and CEO Positions Against For ShrHoldr In this case, Cintas does not have a designated lead director performing the duties listed above. Absent an offsetting governance structure, we believe that a company of this size should be able to find a qualified independent director to serve as chairman of the board. 5 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS views the debate over the current director election system as useful and timely. A variety of reform measures should be considered. We believe it is important to have a discussion over the merits and flaws of the current director election system in the U.S. The arguments against a majority vote requirement raise serious issues. Therefore, we support the majority vote principle but we believe that boards should have wide latitude in designing a workable standard. If this proposal were presented as a binding agenda item, we would carefully consider the ramifications of implementation. If a company were to receive majority shareholder support on this proposal, we would look to the company to create a workable model for its own election system. In supporting this precatory proposal, we advocate that the director election system give full effect to the shareholder franchise. Perhaps with support for this proposal, coupled with continued debate on election reforms, the director election system can evolve to the next level. 06/27/06 - ACircuit City Stores, Inc. *CC* 172737108 04/21/06 2,377 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 11/15/05 - ACisco Systems, Inc. *CSCO* 17275R102 09/16/05 93,024 1 Elect Directors For For Mgmt 2 Approve Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.98 percent is within the allowable cap for this company of 12.36 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 4 Review/Limit Executive Compensation Against For ShrHoldr The proposal requests for a portion of future awards to executives to be performance-based. The company should be able to identify appropriate performance criteria and clearly disclose the associated performance goals or hurdle rates to the shareholders. Because this proposal is not overly restrictive and allows the Compensation Committee adequate flexibility to attract and retain qualified employees, we feel that this item warrants shareholder support. 5 Report on Pay Disparity Against Against ShrHoldr While we understand the proponents' concerns with escalating CEO pay, we note that the Compensation and Management Development Committee is composed entirely of independent directors. Based on our concerns regarding the scope of the proposed report and the independence of the company's compensation committee, we do not believe that preparation of such a report would yield meaningful information to shareholders regarding the efficacy of the company's executive compensation policies and practices. 6 Report on Human Rights Policy Against Against ShrHoldr In this case, Cisco Systems has taken several steps to address concerns over human rights violations, in its operations and at suppliers operations, that appear consistent with policies and programs implemented at peer firms in its industry. Many of these programs are discussed in some detail in Cisco's public filings and on the corporate website. Additionally, the company has committed to publish a Corporate Citizenship Report that will outline performance on these subjects. Therefore, additional reporting on this matter may be substantially duplicative of existing initiatives and lack significant value to shareholders. Considering these factors, ISS does not believe that shareholder support for the resolution is necessary at this time. 05/09/06 - ACIT Group Inc *CIT* 125581108 03/23/06 3,119 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 8.99 percent is within the allowable cap for this company of 11.44 percent. Additionally, this plan expressly forbids repricing. 4 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 04/18/06 - ACitigroup Inc. *C* 172967101 02/24/06 78,723 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Reduce Supermajority Vote Requirement For For Mgmt ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 4 Reduce Supermajority Vote Requirement For For Mgmt ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 5 Reduce Supermajority Vote Requirement For For Mgmt ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 6 End Issuance of Options and Prohibit Repricing Against Against ShrHoldr ISS believes that taking away the company's ability to grant stock options is an arbitrary and excessively restrictive proposal that could potentially prohibit the company from compensating employees based upon their individual and company-wide performance. Being unable to issue stock options could hinder the company's ability to attract and retain competent executive officers. As such, ISS does not believe that this item warrants shareholder approval. 7 Report on Political Contributions Against Against ShrHoldr In the case of Citigroup, ISS notes that the company discusses its policies on political contributions on the company website and these policies do not appear inconsistent with industry standards or existing regulations on this issue. Specifically, Citigroup's policy statement discloses guidelines for what type of organizations it will contribute to, the company's broad business strategy behind its political activity, and the specific internal organization that is accountable for public policy activities within the company. Furthermore, the company does not appear to be the subject of any recent, significant controversy, fines, or litigation resulting from political action or contributions from it or its employee sponsored PACs. Therefore, while we agree with the proponents that data on every type of political contribution may not be easily accessed, it is our opinion that information provided by Citigroup's Corporate Political Contributions Statement provides shareholders with sufficient insight into the company's policies and controls. Therefore, ISS does not believe that additional reporting on this matter is warranted at this time. 8 Report on Charitable Contributions Against Against ShrHoldr In this case, we note that Citigroup discloses a significant amount of the information requested by the proponent it its Corporate Responsibility Report and in the Citigroup Foundation's Annual Report. Moreover, some aspects of the resolution, including determining the estimated or actual benefits of each charitable contribution may be difficult to produce without significant speculation, and could place a significant burden on the company without providing commensurate value to shareholders. Therefore, ISS does not recommend shareholder support for the resolution at this time. 9 Performance-Based Equity Awards Against For ShrHoldr ISS supports the use of performance-based pay, particularly in cases where a company does not attach payment to specific pre-established performance targets. Also, because this proposal provides for a "significant portion" of long-term equity compensation to executives be performance-based, it is not overly restrictive and does not limit the board's ability to create a competitive compensation package for its senior executives. 10 Reimbursement of Expenses Incurred by Shareholder(s) Against Against ShrHoldr ISS believes that adoption of this binding proposal would pose several problems. The formula by which the company would provide reimbursement would require substantial payment even if a number of dissident nominees do not receive significant votes. Additionally, the proposal does not include an overall cap on expense reimbursement and could encourage frivolous spending by shareholder nominees. ISS would prefer that dissident nominees include a reimbursement proposal on their proxy cards to be voted. 11 Separate Chairman and CEO Positions Against Against ShrHoldr We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO position. 12 Clawback of Payments Under Restatement Against Against ShrHoldr Because the board has adopted a formal policy which clearly communicates its intent that, in the event of unacceptable reasons for restatements, it would seek to recoup the responsible executive's bonus, we feel the board has substantially addressed the proponents request. 05/25/06 - ACitizens Communications Co. *CZN* 17453B101 03/28/06 5,127 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 2.05 percent is within the allowable cap for this company of 6.87 percent. 3 Submit Severance Agreement (Change in Control) to Against For ShrHoldr shareholder Vote In this case, we believe that the cap suggested by the proponent of 2.99 times base salary and cash bonus is widely considered as the standard threshold level of severance payments for senior executives that should be subject to a shareholder vote. Additionally, since the proponent's proposal does not require that shareholder approval be obtained prior to the drafting of severance agreements, we do not believe that adoption of this proposal would unduly hinder the company's ability to negotiate such agreements with potential executives. ISS believes that shareholders should have a voice in lucrative severance payments and prevent the excessive "pay for failure" packages that have been witnessed at some companies. 4 Ratify Auditors For For Mgmt 05/18/06 - ACitrix Systems, Inc. *CTXS* 177376100 03/20/06 2,743 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 8.86 percent is within the allowable cap for this company of 12.52 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 04/26/06 - AClear Channel Communications, Inc. *CCU* 184502102 03/10/06 8,411 1 Elect Directors For Split Mgmt 1.1 Elect Director Alan D. Feld --- For We recommend a vote FOR the directors with the exception of John H. Williams for poor compensation practices. 1.2 Elect Director Perry J. Lewis --- For 1.3 Elect Director L. Lowry Mays --- For 1.4 Elect Director Mark P. Mays --- For 1.5 Elect Director Randall T. Mays --- For 1.6 Elect Director B. J. McCombs --- For 1.7 Elect Director Phyllis B. Riggins --- For 1.8 Elect Director Theodore H. Strauss --- For 1.9 Elect Director J. C. Watts, Jr. --- For 1.10 Elect Director John H. Williams --- Withhold 1.11 Elect Director John B. Zachry --- For 2 Ratify Auditors For For Mgmt 3 Report on Political Contributions Against For ShrHoldr In the case of Clear Channel, ISS notes that the company briefly discusses the right of employees to be involved in the political process as private citizens in its Code of Conduct; however, there is no detailed information available about Clear Channel's policies regarding oversight or accountability for corporate contributions, or the company's rationale behind these contributions. Therefore, while ISS believes that some aspects of this resolution may be overly restrictive or burdensome, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote FOR this resolution. 4 Establish a Compensation Committee Against For ShrHoldr Although the members of the Compensation Committee are independent according to ISS' definition on director independence, ISS notes that B. J. McCombs, a co-founder of the company, have had transactional relationships with the company in the past years. While the dollar value of the transaction fees do not trigger the materiality test thresholds, the committee is meeting the letter of the independence test but not the spirit of it. Formulaic tests for independence should never overshadow the spirit in which they were created. In addition, ISS has concerns with the employment contracts signed with L. Lowry Mays (Chairman), Mark Mays (CEO) and Randall Mays (CFO), as discussed under Item 1. ISS believes the fundamental design of the amended employment contract is flawed, which provides for lucrative departure packages at the expense of shareholders. ISS believes that members of the compensation committee should be independent in their roles as well as in their decision-making process. 05/19/06 - ACMS Energy Corp. *CMS* 125896100 03/31/06 3,446 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 11/02/05 - ACoach, Inc. *COH* 189754104 09/14/05 5,489 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 04/28/06 - ACoca-Cola Enterprises Inc. *CCE* 191219104 03/01/06 4,715 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Eliminate or Restrict Severance Agreements Against For ShrHoldr (Change-in-Control) ISS Analysis and Conclusion ISS generally supports the submission of parachute provisions for shareholder ratification as long as there is no requirement for prior shareholder approval that would limit a board's negotiating flexibility. In this case, the shareholder proposal gives the company the option to seek shareholder approval after the material terms of any such employment agreement are finalized. Seeking shareholder approval after the material terms of the contract are agreed upon would give the board a framework within which to work and may prevent the excessive "pay for failure" packages that have been witnessed at other companies. In addition, the proposal would only apply to benefits exceeding 2.99 times the sum of the executive base salary and bonus. As such, we recommend a vote FOR this proposal. Management contends that the guidelines were established to guide, but not bind, the Compensation in its consideration of senior officer severance arrangements. 05/04/06 - AColgate-Palmolive Co. *CL* 194162103 03/07/06 8,061 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.56 percent is within the allowable cap for this company of 7.69 percent. 4 Separate Chairman and CEO Positions Against Against ShrHoldr Conclusion In this case, Colgate-Palmolive has an 89-percent independent board, all-independent key committees, and corporate governance guidelines which can be found on its website (See http://www.colgate.com/app/Colgate/US/Corp/Governance/BoardofDirectors/GovernanceGuidelines.cvsp). The guidelines expressly designate the position of a presiding director who will perform each of the duties listed above. Further, we note that the company delivered higher one-year total returns of 9.52 percent as compared with 4.91percent for the S&P 500 Index and -0.25 percent for its GICS peer group. The company delivered three-year total returns of 3.45 percent, which was lower than that of the S&P 500 Index (14.39%) and lower than its GICS peers (9.09%). (Compustat: See Shareholder Returns and Performance Summary sections above). We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO position. 5 Performance-Based Equity Awards Against For ShrHoldr Colgate-Palmolive is in the household and personal products business, which is a stable and mature industry. ISS believes that the proponent's pay-for-superior-performance standard can be implemented by the company given its line of business. The company's annual and long-term incentive programs do not sufficiently meet the proponent's requirements. Therefore, ISS supports this shareholder proposal. 05/18/06 - AComcast Corp. *CMCSA* 20030N101 03/10/06 33,791 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 4 Amend Restricted Stock Plan For For Mgmt V. Vote RecommendationBased on ISS analysis, the total cost of the company's plans is 4.29 percent, which is within the allowable cap for this company of 5.90 percent. 5 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 6 Put Repricing of Stock Options to Shareholder Vote Against Against ShrHoldr 7 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 8 Limit Executive Compensation Against Against ShrHoldr We oppose this item because it is unduly restrictive and therefore could place the company at a competitive disadvantage in attempting to attract a qualified CEO and other senior members of management. 9 Company-Specific-Adopt Recapitalization Plan Against For ShrHoldr As a non-binding proposal, we support the request that the company take steps to develop a recapitalization plan whereby all of the company's outstanding stock would have one vote. In general, we believe that simplified capital structures where voting interests are proportional to economic interests are preferable to dual class structures where management owns supervoting stock. 10 Establish Other Board Committee Against For ShrHoldr This proposal would ensure direct communication between these proponents and the board and may foster better solutions for shareholders. 05/16/06 - AComerica Inc. *CMA* 200340107 03/17/06 2,572 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.32 percent is within the allowable cap for this company of 6.64 percent. Additionally, this plan expressly forbids repricing. 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Ratify Auditors For For Mgmt 04/17/06 - ACompass Bancshares, Inc. *CBSS* 20449H109 03/08/06 1,938 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.23 percent is within the allowable cap for this company of 7.73 percent. Additionally, this plan expressly forbids repricing. 08/01/05 - AComputer Sciences Corporation *CSC* 205363104 06/03/05 2,723 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 08/23/05 - ACompuware Corp. *CPWR* 205638109 07/01/05 5,655 1 Elect Directors For Split Mgmt 1.1 Elect Director Dennis W. Archer --- For We recommend a vote FOR the directors with the exception of independent outsiders Lowell P. Weicker, Jr., W. James Prowse, William O. Grabe, Faye Alexander Nelson, Glenda D. Price and William R. Halling. We recommend that shareholders WITHHOLD votes from Lowell P. Weicker, Jr. for poor attendance and for the disconnect between company's stock performance and the CEO's compensation. We also recommend that shareholders WITHHOLD votes from Audit Committee members W. James Prowse, Glenda D. Price and William R. Halling for paying excessive non-audit fees. Lastly, we recommend that shareholders WITHHOLD votes from William O. Grabe and Faye Alexander Nelson for the disconnect between company's stock performance and the CEO's compensation. 1.2 Elect Director Gurminder S. Bedi --- For 1.3 Elect Director William O. Grabe --- Withhold 1.4 Elect Director William R. Halling --- Withhold 1.5 Elect Director Peter Karmanos, Jr. --- For 1.6 Elect Director Faye Alexander Nelson --- Withhold 1.7 Elect Director Glenda D. Price --- Withhold 1.8 Elect Director W. James Prowse --- Withhold 1.9 Elect Director G. Scott Romney --- For 1.10 Elect Director Lowell P. Weicker, Jr. --- Withhold 2 Ratify Auditors For Against Mgmt 09/22/05 - AConagra Foods Inc. *CAG* 205887102 07/25/05 7,539 1 Elect Directors For Split Mgmt 1.1 Elect Director Howard G. Buffett --- For We recommend a vote FOR the directors with the exception of Audit Committee member Kenneth E. Stinson. 1.2 Elect Director John T. Chain, Jr. --- For 1.3 Elect Director Ronald W. Roskens --- For 1.4 Elect Director Kenneth E. Stinson --- Withhold 2 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 3 Reduce Supermajority Vote Requirement For For Mgmt ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 4 Reduce Supermajority Vote Requirement For For Mgmt ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 5 Ratify Auditors For Against Mgmt ISS does not object to the firm of KPMG on a standalone basis. We do note, however, that KPMG recently settled with federal prosecutors regarding the firm's 1996 to 2002 tax shelter work which generated billions of dollars in false tax losses. Additionally, in light of the potential for a conflict of interest between the company's Audit Committee Chairman and the newly-appointed auditor, ISS believes that shareholders should voice their protest. ISS therefore recommends that shareholders vote AGAINST ratification of KPMG as the company's independent auditor. 6 Report on Feasibility of Improving Animal Welfare Against Against ShrHoldr Standards In this case, ConAgra appears to be taking reasonable steps to support animal welfare in its supplier relationships. ISS notes that the company has provided some discussion on animal welfare in its Corporate Responsibility Report and in other public forums. Further the company engages in audits of its suppliers to ensure quality and humane treatment, and appears to have policies, procedures, and disclosure comparable to that of industry peers. Finally, the company complies with applicable laws and is evaluating the potential for new techniques such as controlled atmosphere stunning. As such, we do not believe that the additional feasibility report is necessary at this time. 7 Report on Genetically Modified Organisms (GMO) Against Against ShrHoldr In this case, the proponents are asking for a report on the company's policies regarding GE ingredients as well as any contingency plan for sourcing non-GE ingredients should the need arise. While we generally support proposals that seek to provide shareholders with greater disclosure regarding the risks associated with their investment, we believe that generating such a report could be time consuming and costly to the company without providing significant value to shareholders. Since the government bodies tasked with determining the health and safety have determined that GE ingredients are not significantly different from conventional products, certain raw materials have seen a tremendous growth in the use of the GE products. This type of market saturation, combined with potential difficulties in determining a difference between engineered and conventional products with current testing procedures may result in inaccurate results. We further note that the company currently meets government standards with regards to food safety issues. Finally, we believe that planning alternatives for sourcing non-GE ingredients, should the situation require, would be based largely on speculation about future restrictions and legislation and may not be ultimately beneficial to the company or its shareholders. Based on the potential expenses and difficulty acquiring reliable results in testing GE ingredients, we do not feel this report would be a beneficial use of shareholder assets. 8 Review/Limit Executive Compensation Against Against ShrHoldr ISS believes that the use of equity awards, such as stock options and restricted stocks, are tools which companies use to attract and retain qualified executives and directors. Therefore, we believe that the proposal would place the company at a competitive disadvantage. ISS also favors the use equity awards whose grant or vesting are directly tied to the attainment of pre-established criteria. In this case, the company uses earnings per share as the criteria for awarding restricted stock units and restricted share equivalent units to executive officers. As such, there is no compelling evidence that would indicate that suspending option/stock grants to officers and directors would be in the best interests of the company and its shareholders. Given the highly restrictive nature of this proposal, we do not believe this item warrants shareholder approval. 05/10/06 - AConocoPhillips *COP* 20825C104 03/10/06 21,592 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report Damage Resulting From Drilling Inside the Against For ShrHoldr National Petroleum Reserve In this case, we note that the resolution asks for disclosure on the impact of the company's operations in the NPR-A, including discussion on refraining from drilling in this region. ISS agrees with management that it may be inappropriate for the company to commit to refrain from operating in certain areas. Such actions could limit the company's ability to take advantage of opportunities that would benefit the company and its shareholders. That said, we believe that increased reporting on operations in sensitive or protected ecosystems is warranted, especially in circumstances where there has been some contention over the use of regions recently opened for oil and gas leases. As much of the information requested in these reports is already evaluated under the permitting process, consolidation of a report should not be overly burdensome or costly to the company. Conversely, such disclosure could be beneficial for the company by mitigating reputational risk, improving stakeholder relations, and communicating the company's proactive efforts to implement its policies to develop protected areas in a responsible manner. Therefore, based on the limited cost of providing the report and potential value that such disclosure could provide for shareholders, ISS recommends support for this resolution. 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. Further, with regard to management's concern that the shareholder proposal does not provide guidance with respect to director holdover situations, ISS notes that the precatory proposal allows the board the flexibility to determine whether the majority vote standard may not be appropriate in certain circumstances. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 5 Submit Supplemental Executive Retirement Plans to Against For ShrHoldr Shareholder vote In this case, the potential practice of crediting additional years of service not actually worked to executives will lead to substantially larger retirement payouts, at the expense of shareholders. As this practice clearly represents an "extraordinary retirement benefit," ISS believes that shareholder support of this proposal is warranted. 6 Report Accountability for Company's Environmental Against Against ShrHoldr Impacts due to Operation ISS notes that the company provides significant, detailed reporting on its social and environmental impact including emissions, spills, and policies on sustainable development. Moreover, the company is involved in certain stakeholder initiatives that seek to include external stakeholders in the company's evaluation of social and environmental impact. Finally, the company has committed to expand and develop its reporting and operations as it produces future sustainability reports. Considering the existing disclosure and initiatives at the company, ISS does not believe that the additional reporting requested by this proposal would provide significant value for shareholders. Therefore, based on current discussion related to social and environmental performance and initiatives the company has taken to involve external stakeholders in its evaluation processes, ISS does not believe that shareholder support for this resolution is warranted. 7 Non-Employee Director Compensation Against Against ShrHoldr Director compensation is generally not pay for performance. Instead, directors receive annual retainer fees, plus additional fees for serving on committees and attending board and committee meetings. Further, studies of the 100 largest U.S. based companies listed on the NASDAQ and NYSE have shown that, on average, compensation is higher for audit committee chairs than for other committee chairs. ISS believes that additional compensation to certain non-employee directors with increased responsibilities and liabilities is justified in light of recent corporate governance reforms. Therefore, ISS believes that support for this shareholder proposal is not warranted. 05/15/06 - AConsolidated Edison, Inc. 209115104 03/31/06 20 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Disclosure of Executive Compensation Against Against ShrHoldr ISS believes that the proponent's argument for additional disclosure is not compelling and the benefits of such disclosures are unclear. In addition, the additional disclosures for all executives who earn in excess of $500,000 are not required by the SEC and could provide competitors with sensitive compensation information that could place the company at a potential disadvantage regarding hiring and retaining executive talent. 04/18/06 - AConvergys Corp. *CVG* 212485106 02/28/06 2,178 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr 04/25/06 - ACOOPER INDUSTRIES LTD *CBE* G24182100 03/01/06 1,425 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 1.1 Elect Director I.J. Evans --- For These are routine board elections. 1.2 Elect Director K.S. Hachigian --- For 1.3 Elect Director J.R. Wilson --- For 2 Ratify Auditors For For Mgmt 3 APPROVE THE AMENDED AND RESTATED MANAGEMENT ANNUAL For For Mgmt INCENTIVE PLAN. 4 APPROVE THE AMENDED AND RESTATED DIRECTORS STOCK PLAN. For For Mgmt V. Vote RecommendationThe total cost of the company's plan is 6.83 percent, which is within the allowable cap for this company of 7.66 percent. Support for this proposal is recommended. 5 SHAREHOLDER PROPOSAL REQUESTING COOPER TO IMPLEMENT A Against Against ShrHoldr CODE OF CONDUCT BASED ON INTERNATIONAL LABOR ORGANIZATION HUMAN RIGHTS STANDARDS. Given that the company already has a policy in place to address workplace human rights, support of this proposal is not warranted at this time. 04/27/06 - ACorning Inc. *GLW* 219350105 02/27/06 23,714 1 Elect Directors For For Mgmt 2 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the offering period is reasonable, and there are limitations on participation. 3 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Approve Non-Employee Director Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 10.37 percent is within the allowable cap for this company of 12.36 percent. Additionally, this plan expressly forbids repricing. 5 Ratify Auditors For For Mgmt 6 Declassify the Board of Directors Against For ShrHoldr ISS Analysis and Conclusion Although a majority of U.S. public companies have classified boards, most that have emerged in the past decade were put into place at the time of initial public offerings. Managements argue that staggered boards provide continuity and stability, but empirical evidence has suggested that such a structure is not in shareholders' best interests from a financial perspective. Specifically, staggered boards provide a potent antitakeover defense, particularly when coupled with a poison pill, by forcing unsolicited bidders to win two board elections in order to gain control of the company. A 2002 study by three academics covering hostile bids between 1996 and 2000 showed that classified boards nearly doubled the odds of a target remaining independent. However, the findings revealed that a staggered board structure did not provide any countervailing benefits in terms of higher acquisition premiums. In fact, for the period covered, it resulted in the loss of $8.3 billion for target shareholders by impeding value-creating transactions without any offsetting increases in alternative transaction or stand-alone target returns. Similarly, a 2001 study found that over the period 1990 to 1999, firms with weak shareholder rights, including classified board structures, exhibited lower net profit margins and sales growth and made more capital expenditures and acquisitions than firms with a high degree of shareholder rights. The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 01/25/06 - ACostco Wholesale Corporation *COST* 22160K105 12/02/05 7,096 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt V. Vote RecommendationAlthough the company expressly prohibits the repricing of options under the plan, the total cost of the company's plans is 6.56 percent, which is above the allowable cap for this company of 5.53 percent. 3 Declassify the Board of Directors Against For ShrHoldr 4 Adopt Vendor Standards Against Against ShrHoldr 5 Ratify Auditors For For Mgmt 06/14/06 - ACountrywide Financial Corp. *CFC* 222372104 04/17/06 9,413 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.63 percent is within the allowable cap for this company of 8.30 percent. Additionally, this plan expressly forbids repricing. Moreover, the company commits to maintain the average annual equity burn rate over the three fiscal years 2006-2008 not to exceed 2.46 percent per year, which is equal to industry burn rate cap of 2.46 percent. 3 Ratify Auditors For For Mgmt 4 Approve Report of the Compensation Committee Against For ShrHoldr ISS' Analysis In general, executive compensation is one of the top concerns of shareholders. Golden goodbye packages, lucrative sign-on contracts, poor alignment of pay and performance, and stealth compensation arrangements have led to shareholders' dissatisfaction. Current disclosure requirements, which have been stagnant during the past decade, are out of line with the growing complexities in executive pay packages. The mounting concern is evidenced by the growing number of pay related shareholder proposals and the litigation on executive pay practices. ISS believes that the current system does not allow shareholders to voice its dissatisfaction on executive pay in an appropriate manner. Stock exchange listing standards require shareholders to approve equity-based compensation plans and performance-based compensation under Section 162(m). These programs often are designed to provide the administrator substantial latitude in implementation. Once the plans have been approved, shareholders do not have a voice in providing ongoing input into the application of the plan, and decisions concerning executive pay packages. In the U.K. where shareholders have the right to cast a non-binding advisory vote on a company's "directors remuneration report", ISS' recent analysis shows that unfavorable votes occur to a small percentage of companies and that shareholders exercise their votes judiciously. ISS believes that the advisory vote would allow shareholders to have a voice in executive compensation practices of a company. The advisory vote would be a confidence vote on the work of the compensation committee. ISS encourages companies to allow shareholders to express their opinions of executive compensation practices by establishing an annual referendum process. ISS believes that such a process will provide companies with useful information concerning shareholders' view on compensation practices and executive pay packages. 05/18/06 - ACoventry Health Care Inc. *CVH* 222862104 03/20/06 2,527 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt Given the reasons mentioned above, we believe that the requested increase of 370,000,000 shares warrants shareholder support. 3 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt We believe that the removal of this obsolete provision isnted. 4 Authorize Board to Fill Vacancies For For Mgmt The ability to elect directors is the single most important use of the shareholder franchise. ISS believes that directors that have been voted to the board to fill a vacancy should stand for election at the next annual shareholders meeting. Therefore, ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 5 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.09 percent is within the allowable cap for this company of 9.39 percent. Additionally, this plan expressly forbids repricing. 6 Ratify Auditors For For Mgmt 05/03/06 - ACSX Corp. *CSX* 126408103 03/03/06 3,380 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The plan does not reserve any additional shares. Therefore, no shareholder value transfer will occur pursuant to this proposal. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. As such, we recommend shareholder support this item. 4 Reduce Supermajority Vote Requirement For For Mgmt ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 5 Reduce Supermajority Vote Requirement For For Mgmt ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 6 Separate Chairman and CEO Positions Against Against ShrHoldr We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO position. 05/09/06 - ACummins , Inc. *CMI* 231021106 03/20/06 729 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/06 - ACVS Corporation *CVS* 126650100 03/15/06 12,669 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr In this case, the board has not adopted a meaningful alternative to the proposed majority vote standard. In terms of CVS's corporate governance practices and shareholder accountability, we note that the board may amend the bylaws without shareholder approval; shareholders may not call special meetings; supermajority shareholder voting requirements are in place; and the company authorizes blank check preferred stock. ISS advocates that the director election system give full effect to the shareholder franchise. ISS notes that the proposal is not intended to limit the judgment of the board. The board would retain the discretion to address the status of incumbent directors who failed to receive a majority vote under a majority vote standard, and whether a plurality vote standard would be more appropriate in director elections when the number of director nominees exceeds the available board seats. 4 Submit Supplemental Executive Retirement Plans to Against For ShrHoldr Shareholder vote In this case, the practice of crediting additional years of service not actually worked to executives will lead to substantially larger retirement payouts, at the expense of shareholders. As this practice is clearly represents an "extraordinary retirement benefit," ISS believes that shareholder support of this proposal is warranted. Further, we note that the board is able to implement this policy in a manner that does not violate any existing employment agreement or vested pension benefit. 5 Separate Chairman and CEO Positions Against For ShrHoldr Conclusion In this case, CVS has an 89-percent independent board, has all-independent key committees, has established corporate governance guidelines (See http://investor.cvs.com/), and has outperformed its GICS peer group and the S&P 500 Index with respect to one-year and three-year returns (See Performance Summary above). We also note that the chairs of the Audit, Management Planning & Development and Nominating & Corporate Governance committees, on a rotating basis, preside as the lead director at meetings or sessions of non-management directors. However, as presiding/lead directors, they do not perform all the duties listed above. Absent an offsetting governance structure, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 6 Report on Feasibility of Product Reformulation Against Against ShrHoldr Conclusion While ISS notes that the proponent has raised some issues of concern, we believe that the company has taken appropriate steps to ensure that its products, and the products it sells comply with laws and regulations related to consumer safety. Additionally, while there does not appear to be information on the company's branded products, detailed information on chemical ingredients, toxicity, and health impacts associated with many cosmetic items sold at CVS are publicly available through the National Institute of Health's Household Product Database. Finally, ISS questions the value that the detailed reporting requested by this resolution will ultimately have for shareholders. While we agree that it is important for the company to continuously evaluate the products it sells to ensure that they meet with public safety guidelines and consumer demand in all markets, some aspects of this report, including the evaluation, reporting, and feasibility studies of reformulating every product sold by the company, and requiring suppliers to uphold the same standard may be burdensome on the company or difficult to implement. Therefore, in the absence of recent, significant controversy related to the safety of CVS' products, and considering the potential difficulty of complying with the proposed request, ISS recommends that shareholders oppose the resolution. 01/26/06 - AD.R. Horton, Inc. *DHI* 23331A109 12/01/05 4,031 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.75 percent is within the allowable cap for this company of 9.44 percent. Additionally, this plan expressly forbids repricing. 3 Increase Authorized Common Stock For For Mgmt The requested increase of 600,000,000 shares is below the allowable threshold of 67,500,000 shares. 4 Report on Energy Efficiency Against Against ShrHoldr In this case, ISS notes that D.R. Horton has not publicly disclosed significant information on its environmental policies and performance. That said, ISS believes that companies in the homebuilding industry should continue to explore the manner in which increased energy efficiency could be beneficial, both for sustainable financial performance at the company and for the environment and stakeholders, and disclose information on how the company is addressing these concerns in their filings or through other public reporting. However, we question the degree to which a specific report on GHG emissions would address the core business of the company and provide meaningful information that would benefit shareholders. Finally, based on recognition from the EPA's Energy Star program and the lack of recent, significant controversy related to the company's environmental performance, there does not appear to be any information to suggest that D.R. Horton operates in a manner that is inconsistent with accepted industry standards or likely to result in damage to the company's reputation or shareholder value. Therefore, while ISS encourages D.R. Horton to develop policies and reporting methods to proactively address and communicate information to shareholders related to environmental performance, we do not believe support for this proposal is warranted at this time. 5 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/02/06 - ADanaher Corp. *DHR* 235851102 03/06/06 3,691 1 Elect Directors For Split Mgmt 1.1 Elect Director Mortimer M. Caplin --- For We recommend a vote FOR the directors with the exception of affiliated outsider Walter G. Lohr, Jr. We recommend that shareholders WITHHOLD votes from Walter G. Lohr, Jr. for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Donald J. Ehrlich --- For 1.3 Elect Director Linda P. Hefner --- For 1.4 Elect Director Walter G. Lohr, Jr. --- Withhold 2 Ratify Auditors For For Mgmt 09/21/05 - ADarden Restaurants, Inc. *DRI* 237194105 07/25/05 2,121 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 02/22/06 - ADeere & Co. *DE* 244199105 12/31/05 3,752 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.34 percent is within the allowable cap for this company of 6.25 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 07/15/05 - ADell Inc. *DELL* 24702R101 05/20/05 35,041 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS views the debate over the current director election system as useful and timely. A variety of reform measures should be considered. We believe it is important to have a discussion over the merits and flaws of the current director election system in the U.S. The arguments against a Majority Vote requirement raise serious issues. Therefore, we support the majority vote principle but we believe that boards should have wide latitude in designing a workable standard. If this proposal were presented as a binding agenda item, we would carefully consider the ramifications of implementation. If a company were to receive majority shareholder support on this proposal, we would look to the company to create a workable model for its own election system. In supporting this precatory proposal, we advocate that the director election system give full effect to the shareholder franchise. Perhaps with support for this proposal, coupled with continued debate on election reforms, the director election system can evolve to the next level. 4 Expense Stock Options Against For ShrHoldr Although we recognize that FASB's revised Statement 123 will require public companies to expense options at the beginning of their next fiscal year that begins after June 15, 2005, we still support the proposed resolution given our belief that expensing is in shareholders' best interest. ISS recommends shareholders to support this shareholder proposal. 06/07/06 - ADevon Energy Corp. *DVN* 25179M103 04/10/06 6,898 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt Authorizing the grant of SARs and cash-out rights under this plan will not adversely affect shareholders or result in any additional shareholder value transfer. As such, shareholder support of this amendment is warranted. 05/20/06 - ADillards, Inc *DDS* 254067101 03/31/06 962 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/31/06 - ADollar General Corp. *DG* 256669102 03/27/06 4,943 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt IV. Vote Recommendation Approval of this item would allow the company to preserve the tax deductibility of performance-based compensation under Section 162(m). ISS recommends a vote FOR this proposal. 3 Ratify Auditors For For Mgmt 04/28/06 - ADominion Resources, Inc. *D* 25746U109 02/24/06 5,403 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS notes that the proposal is not intended to limit the judgment of the board. The board would retain the discretion to address the status of incumbent directors who failed to receive a majority vote under a majority vote standard, and whether a plurality vote standard would be more appropriate in director elections when the number of director nominees exceeds the available board seats. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 4 Report on Greenhouse Gas Emissions Against For ShrHoldr ISS is concerned with lack of information available on the company's strategic position related to climate change. While we note that Dominion has provided substantial data on its programs and achievements, discussion is limited on the company's preparation to address changing legislation and public opinion related to emissions and climate change. The company has taken a position that there is no clear consensus among scientists and policy makers regarding global climate change. ISS does not challenge this position as incorrect or inadequate; however we do note that it is not consistent with policies stated by many industry peers, scientific reports, and public comments. As such, we believe that the burden lies with the company to inform shareholders of its ability to develop and maintain its operations based on the potential for changes in legislation and other factors that may impact the company's core businesses. Additionally, ISS notes that the company has opted not to respond to the CDP questionnaire or to disclose certain information that is available at other companies in the industry, raising concern that Dominion may be labeled as a laggard in the industry. Therefore, while management should have the flexibility to establish policy on these issues that they believe is in the best interests of the company, ISS believes that increased disclosure of the company's strategic approach to emissions and climate change would allow shareholders to better assess potential risks and opportunities that may impact their investment. As such, we recommend that shareholders support this resolution. 5 Submit Supplemental Executive Retirement Plans to Against For ShrHoldr Shareholder vote In this case, the practice of crediting additional years of service not actually worked to executives will lead to substantially larger retirement payouts, at the expense of shareholders. As this practice is clearly represents an "extraordinary retirement benefit," ISS believes that shareholder support of this proposal is warranted. 04/18/06 - ADover Corp. *DOV* 260003108 02/28/06 3,153 1 Elect Directors For For Mgmt 2 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/19/06 - ADow Jones & Co., Inc. *DJ* 260561105 02/24/06 917 1 Elect Directors For Split Mgmt 1.1 Elect Director Lewis B. Campbell --- For We recommend a vote FOR the directors with the exception of independent outsiders David K.P. Li and Dieter von Holtzbrinck. We recommend that shareholders WITHHOLD votes from Dieter von Holtzbrinck for poor attendance and David K.P. Li for sitting on more than three boards. 1.2 Elect Director Harvey Golub --- For 1.3 Elect Director Irvine O. Hockaday, Jr. --- For 1.4 Elect Director Dieter von Holtzbrinck --- Withhold 1.5 Elect Director M. Peter McPherson --- For 1.6 Elect Director Frank N. Newman --- For 1.7 Elect Director William C. Steere, Jr. --- For 1.8 Elect Director Christopher Bancroft --- For 1.9 Elect Director Eduardo Castro-Wright --- For 1.10 Elect Director Michael B. Elefante --- For 1.11 Elect Director John M. Engler --- For 1.12 Elect Director Leslie Hill --- For 1.13 Elect Director Peter R. Kann --- For 1.14 Elect Director David K.P. Li --- Withhold 1.15 Elect Director Elizabeth Steele --- For 1.16 Elect Director Richard F. Zannino --- For 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 5 Company-Specific -- Disclosure of Shareholder Proposals Against Against ShrHoldr ISS agrees with management that the current disclosure regarding shareholder proposals is sufficient and similar to that of its peers. We note that the company's Website includes detailed instructions regarding how to submit a shareholder proposal, including procedural requirements and timelines. 04/27/06 - ADTE Energy Co. *DTE* 233331107 02/27/06 2,766 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 3.67 percent is within the allowable cap for this company of 5.00 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 03/10/06 - SDuke Energy Corp. *DUK* 264399106 01/17/06 14,433 1 Approve Merger Agreement For For Mgmt Management and the board of directors viewed the following factors as deciding before approving the merger transaction: 1. The Duke Energy board considered that the mergers will create one of the largest integrated utility companies in the United States with assets of over $70 billion; 2. The board considered that the mergers will create a combined company with greater diversification of regulatory regimes and more balance in its electric business; 3. The board considered that Duke Energy and Cinergy share a common vision of the future of consolidation in the utility sector and the present and future effect of deregulation on energy companies; 4. The board considered that the combined company will offer both strategic and financial advantages in serving the energy marketplace; 5. Management and the board also took note of the historical stock prices of Duke Energy and Cinergy, including that the exchange ratio for Cinergy's shareholders represented a 13.4 percent premium over the closing price of Cinergy's common stock on May 6, 2005; and 6. The board of directors considered the earnings, cash flow, balance sheet and dividend impact of the mergers. Based on our review of the terms of the transaction and the factors described above, in particular the synergies the merger will create and the potential size of the combined company, we believe that the merger agreement warrants shareholder support. 05/25/06 - AE*Trade Financial Corp. *ET* 269246104 04/03/06 6,524 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/06 - AE.I. Du Pont De Nemours & Co. *DD* 263534109 03/06/06 14,306 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Review Executive Compensation Against Against ShrHoldr 4 Report on Genetically Modified Organisms Against Against ShrHoldr Therefore, in light of the information made available by DuPont regarding its GE products, the current oversight of GE ingredients by public agencies, and the disclosure of existing internal controls, ISS recommends a vote AGAINST the proposal. 5 Performance-Based Against For ShrHoldr 6 Report on Feasibility of Phasing out PFOA Against For ShrHoldr Considering costs related to litigation regarding PFOA, the potential for ongoing research or legislative change on PFOA impacting the company, and the limited expense associated with conducting the requested feasibility study, ISS believes that this resolution merits shareholder support. 7 Report on Security of Chemical Facilities Against Against ShrHoldr Therefore, based on the existing disclosure regarding DuPont's commitment to chemical safety, the information already available through public sources, and concern over protecting sensitive nature related to the company's security policies we do not believe that shareholder support for this proposal is warranted. 05/04/06 - AE.W. Scripps Co. (The) *SSP* 811054204 03/10/06 1,316 1 Elect Directors For For Mgmt 05/04/06 - AEastman Chemical Co. *EMN* 277432100 03/15/06 1,267 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/06 - AEaton Corp. *ETN* 278058102 02/27/06 2,302 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/13/06 - AeBay Inc. *EBAY* 278642103 04/17/06 18,007 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 12.23 percent is within the allowable cap for this company of 12.40 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 05/12/06 - AEcolab, Inc. *ECL* 278865100 03/14/06 2,868 1 Elect Directors For Split Mgmt 1.1 Elect Director Leslie S. Biller --- For We recommend a vote FOR the directors with the exception of independent outsider John J. Zillmer. We recommend that shareholders WITHHOLD votes from John J. Zillmer for sitting on more than three boards. 1.2 Elect Director Jerry A. Grundhofer --- For 1.3 Elect Director Kasper Rorsted --- For 1.4 Elect Director John J. Zillmer --- Withhold 2 Ratify Auditors For For Mgmt 04/27/06 - AEdison International *EIX* 281020107 02/27/06 5,069 1 Elect Directors For For Mgmt 2 Amend Articles To Eliminate Fair Price Provision For For Mgmt We support the company's effort to remove the fair price provision from its articles of incorporation, which has an antitakeover effect. We believe that the proposed amendment is in shareholders' best interest as it represents an improvement in the company's corporate governance structure. 3 Adopt Simple Majority Vote Requirement Against Against ShrHoldr ISS maintains that a simple majority of voting shares should be sufficient to effect changes in a company's corporate governance. Therefore, we support the general idea of the shareholder proposal. However, management has submitted a proposal to amend the company's articles of association to eliminate "Fair Price Provision", which we support (see item 2 above). As such, we feel that this proposal is unnecessary in light of the fact that the board has addressed the concerns brought forth in the shareholder proposal. 05/25/06 - AEL Paso Corp *EP* 28336L109 03/27/06 10,291 1 Elect Directors For For Mgmt 1.1 Elect Director Juan Carlos Braniff --- For We recommend a vote FOR the directors. 1.2 Elect Director James L. Dunlap --- For 1.3 Elect Director Douglas L. Foshee --- For 1.4 Elect Director Robert W. Goldman --- For 1.5 Elect Director Anthony W. Hall, Jr. --- For 1.6 Elect Director Thomas R. Hix --- For 1.7 Elect Director William H. Joyce --- For 1.8 Elect Director Ronald L. Kuehn, Jr. --- For 1.9 Elect Director Ferrell P. McClean --- For 1.10 Elect Director J. Michael Talbert --- For 1.11 Elect Director Robert F. Vagt --- For 1.12 Elect Director John L. Whitmire --- For 1.13 Elect Director Joe B. Wyatt --- For 2 Provide for Cumulative Voting Against For ShrHoldr In this case, the company fails to meet all of the aforementioned corporate governance and performance criteria. Specifically, shareholders may not act by written consent and may not call special meetings. Accordingly, the proposal warrants shareholder support. 3 Increase Disclosure of Executive Compensation Against For ShrHoldr ISS supports the SEC's proposed changes, particularly in the areas of retirement, deferred compensation, and post-employment arrangements. The increased disclosure in these areas will ensure that corporate assets are used wisely. The elements of the shareholder proposal are consistent with the proposed SEC's disclosure requirements. Therefore, ISS believes that this proposal warrants shareholder support. 07/28/05 - AElectronic Arts Inc. *ERTS* 285512109 06/06/05 4,387 1 Elect Directors For Split Mgmt 1.1 Elect Director M. Richard Asher --- For We recommend a vote FOR the directors with the exception of Timothy Mott, from whom we recommend shareholders WITHHOLD votes for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Leonard S. Coleman --- For 1.3 Elect Director Gary M. Kusin --- For 1.4 Elect Director Gregory B. Maffei --- For 1.5 Elect Director Timothy Mott --- Withhold 1.6 Elect Director Vivek Paul --- For 1.7 Elect Director Robert W. Pittman --- For 1.8 Elect Director Lawrence F. Probst III --- For 1.9 Elect Director Linda J. Srere --- For 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 12.02 percent is within the allowable cap for this company of 12.45 percent. Additionally, this plan expressly forbids repricing. 3 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 4 Ratify Auditors For For Mgmt 04/18/06 - AElectronic Data Systems Corp. *EDS* 285661104 02/24/06 8,116 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe the resignation policy is a sufficient alternative to the proposed majority voting standard. The company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. Further, with regard to management's concern that the proposal does not consider potential board vacancies, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 4 Separate Chairman and CEO Positions Against Against ShrHoldr We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO position. 04/24/06 - AEli Lilly and Co. *LLY* 532457108 02/15/06 17,687 1 Elect Directors For For Mgmt 1.1 Elect Director Martin S. Feldstein, Ph.D. --- For We recommend a vote FOR the directors. 1.2 Elect Director J. Erik Fyrwald --- For 1.3 Elect Director Ellen R. Marram --- For 1.4 Elect Director Sidney Taurel --- For 2 Ratify Auditors For For Mgmt 3 Report on Animal Welfare Policy Against Against ShrHoldr 4 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 5 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 6 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, in a case where a company has in place certain unfavorable governance provisions, as indicated above, we do not believe the resignation policy is a sufficient alternative to the proposed majority voting standard. The company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. Further, with regard to management's concern that the proposal does not consider potential board vacancies, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 05/04/06 - AEMC Corp. *EMC* 268648102 03/06/06 37,201 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. Further, with regard to management's concern that the shareholder proposal does not provide guidance with respect to director holdover situations, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 4 Performance-Based and/or Time-Based Equity Awards Against For ShrHoldr In conclusion, the company's annual program does not sufficiently meet the requirements of the pay-for-superior performance standards of the proponent . Therefore, ISS supports this shareholder proposal. 5 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 6 Limit Composition of Committee(s) to Independent Against Against ShrHoldr Directors ISS' definition of non-independence is broader, and consequently more restrictive, than the standards established by the NYSE and most companies. Furthermore, it is ISS policy to withhold votes on both non-independent director nominees who sit on the company's audit, compensation, or nomination committees, and on non-independent director nominees if the board is non-majority independent. Restrictions beyond these may adversely affect the boards ability to both maintain a non-majority independent board, and to create a fully independent audit committee. With the exception of affiliated outsider W. Paul Fitzgerald who sits as the audit committee chairman and a member of the nominating committee, all of the company's key committees are currently independent. ISS prefers that all key board committees include only independent outsiders. In conclusion, ISS does not feel that it is necessary to expand on the definition of director non-independence as outlined in this shareholder proposal at this time. 02/07/06 - AEmerson Electric Co. *EMR* 291011104 11/29/05 6,117 1 Elect Directors For Split Mgmt 1.1 Elect Director A. A. Busch,III --- For We recommend a vote FOR the directors with the exception of A. F. Golden. We recommend that shareholders WITHHOLD votes from A. F. Golden for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director A. F. Golden --- Withhold 1.3 Elect Director V. R. Loucks, Jr --- For 1.4 Elect Director J. B. Menzer --- For 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.51 percent is within the allowable cap for this company of 6.59 percent. The company's three-year historical burn rate of 0.38 percent also falls within its industry threshold of 2.93 percent. 3 Ratify Auditors For For Mgmt 4 Submit Severance Agreement (Change-in-Control) to Against For ShrHoldr Shareholder Vote ISS generally supports the submission of parachute provisions for shareholder ratification as long as there is no requirement for prior shareholder approval which would limit a board's negotiating flexibility. The shareholder proposal gives the company the option to seek shareholder approval after the material terms of any such employment agreement are finalized. Seeking shareholder approval after the material terms of the contract are agreed upon would give the board a framework within which to work and may prevent the excessive "pay for failure" packages that have been witnessed at other companies. Management argues that having a severance agreement policy would have unintended consequences, which may create higher expected payments to the executive. Currently, the Company does not have any employment contract or severance agreements with its executives. ISS believes that disclosing the material terms of a severance package to shareholders and putting it up for a shareholder vote enhances the company's transparency and improves overall good governance with respect to executive pay practices. ISS applauds that the Company does not have any employment agreements with its executives but believes that the Company is not precluded from entering into a post-termination or post-retirement with its executives. Although the estimated annual value of the former Chairman & CEO's post-employment compensation of $300,000 may appear to be insignificant to the Company, shareholders may view this cost as excessive. ISS believes that adopting this shareholder proposed policy is a sound practice. ISS recommends shareholders vote FOR this proposal. 05/12/06 - AEntergy Corp. *ETR* 29364G103 03/14/06 3,228 1 Elect Directors For For Mgmt 2 Reduce Supermajority Vote Requirement For For Mgmt ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 3 Approve Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plan of 4.65 percent is within the allowable cap for this company of 5.89 percent. 4 Ratify Auditors For For Mgmt 5 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 05/02/06 - AEOG Resources, Inc. *EOG* 26875P101 03/06/06 3,758 1 Elect Directors For For Mgmt 1.1 Elect Director George A. Alcorn --- For We recommend a vote FOR the directors with the exception of independent outsider William D. Stevens. We recommend that shareholders WITHHOLD votes from William D. Stevens for poor attendance. 1.2 Elect Director Charles R. Crisp --- For 1.3 Elect Director Mark G. Papa --- For 1.4 Elect Director Edmund P. Segner, III --- For 1.5 Elect Director William D. Stevens --- For 1.6 Elect Director H. Leighton Steward --- For 1.7 Elect Director Donald F. Textor --- For 1.8 Elect Director Frank G. Wisner --- For 2 Ratify Auditors For For Mgmt 05/17/06 - AEquifax Inc. *EFX* 294429105 03/09/06 2,020 1 Elect Directors For Split Mgmt 1.1 Elect Director Garry Betty --- Withhold We recommend a vote FOR the directors with the exception of independent outsiders Garry Betty, Larry L. Prince and Jacquelyn M. Ward. We recommend that shareholders WITHHOLD votes from Larry L. Prince and Jacquelyn M. Ward for for failure to submit the company's poison pill to a shareholder vote. 1.2 Elect Director Larry L. Prince --- Withhold 1.3 Elect Director Richard F. Smith --- For 1.4 Elect Director Jacquelyn M. Ward --- Withhold 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 05/24/06 - AEquity Office Properties Trust *EOP* 294741103 03/31/06 6,341 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/06 - AEquity Residential *EQR* 29476L107 03/31/06 4,534 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 07/22/05 - AExelon Corp. *EXC* 30161N101 05/02/05 9,473 1 Issue Shares in Connection with an Acquisition For For Mgmt Based on our review of the terms of the transaction and the factors described above, we believe that the share issuance warrants shareholder support. 2 Elect Directors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt The requested increase of 800,000,000 shares is below the allowable threshold of 1,440,000,000 shares. 4 Ratify Auditors For For Mgmt 5 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 3.11 percent is within the allowable cap for this company of 8.66 percent. Additionally, this plan forbids repricing. 6 Approve Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 7 Adjourn Meeting For Against Mgmt We recommend that shareholders vote against this proposal given the broad authority that this proposal would grant beyond the solicitation of additional proxies. 06/27/06 - AExelon Corp. *EXC* 30161N101 05/12/06 10,416 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Submit Severance Agreement (Change in Control) to Against For ShrHoldr shareholder Vote In conclusion, ISS supports this proposal in principle because the company does not have a severance policy in place whereby any severance benefits exceeding the 2.99 times base salary and bonus would require shareholder approval. Further, the company is not precluded from entering into severance agreements exceeding its self-imposed limits in the future. Therefore, ISS supports this proposal and believes that shareholders should have a voice in lucrative good-bye packages. 05/24/06 - AExpress Scripts, Inc. *ESRX* 302182100 03/31/06 2,285 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt The requested increase of 375,000,000 shares is below the allowable threshold of 398,750,000 shares. 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 8.09 percent is within the allowable cap for this company of 9.12 percent. Additionally, this plan expressly forbids repricing. 4 Ratify Auditors For For Mgmt 05/31/06 - AExxon Mobil Corp. *XOM* 30231G102 04/06/06 95,323 1 Elect Directors For Split Mgmt 1.1 Elect Director Michael J. Boskin --- For We recognize the company's contention that they are using base salary plus bonus in the pension calculation because they consider earnings bonus units as part of the annual cash bonus. Nevertheless the earnings bonus units are long-term performance based pay, not annual cash bonuses, and are recorded as LTIPs in the proxy statement.The inclusion of performance-based compensation into the pension calculation has inflated the value of pension earnings for executives at ExxonMobil. Mr. Raymond's $98 million retirement package would have been considerably smaller without the addition of earnings bonus units into the calculation. Creating a retirement program where performance awards are rolled into a pension means that those awards are earned once, but used as compensation twice. This double dipping phenomenon has created a wealth enhancing effect for all participants under this plan. The plan will continue to generate sizeable payouts for Mr. Tillerson, just as it did for Mr. Raymond. Therefore, we urge the Compensation Committee to amend the practice of including earnings bonus units in the pension calculation, as this practice grossly inflates the pension payout and has no discernable value for shareholders. ISS recommends shareholders to withhold votes from the members of the compensation committee with the exception of Samuel J. Palmisano for the poor compensation practices. Samuel J. Palmisano, one of the current members of the compensation committee, joined the board in 2006. We recommend shareholders to withhold votes from William R. Howell, James R. Houghton, Reatha Clark King and Walter V. Shipley for administering a poor compensation practice. 1.2 Elect Director William W. George --- For 1.3 Elect Director James R. Houghton --- Withhold 1.4 Elect Director William R. Howell --- Withhold 1.5 Elect Director Reatha Clark King --- Withhold 1.6 Elect Director Philip E. Lippincott --- For 1.7 Elect Director Henry A. McKinnell, Jr. --- For 1.8 Elect Director Marilyn Carlson Nelson --- For 1.9 Elect Director Samuel J. Palmisano --- For 1.10 Elect Director Walter V. Shipley --- Withhold 1.11 Elect Director J. Stephen Simon --- For 1.12 Elect Director Rex W. Tillerson --- For 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against For ShrHoldr In this case, the number of directors at any time may be increased or diminished by the vote of the board of directors as stated in the company's certificate of incorporation. Therefore, the company fails to meet all of the aforementioned corporate governance. Accordingly, the proposal warrants shareholder support. 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system gives full effect to the shareholder franchise. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 5 Company-Specific-Nominate Independent Director with Against Against ShrHoldr Industry Experience Therefore ISS believes that diverse experience among a company's directors can improve the board's ability to effectively oversee the strategic management of the company. However, because of concerns over the feasibility of implementing this resolution and the lack of information suggesting that the current directors are uninformed, or failing in their responsibilities to shareholders, we do not recommend shareholder support at this time. 6 Require Director Nominee Qualifications Against Against ShrHoldr According to ISS' policies, none of the directors are currently over-committed. Further, the company has policies and procedures in place to ensure that directors are not over-committeed. Therefore, ISS does not believe that this item warrants shaerholder support. 7 Non-Employee Director Compensation Against Against ShrHoldr The proponent's concern on excessive CEO compensation is valid in the current environment. Executive compensation is a major concern among shareholders. Lucrative CEO compensation packages, stealth compensation in the form of deferred compensation and supplemental executive retirement plans, poor alignment of pay and performance have led to shareholders' dissatisfaction. The mounting concern is evidenced by the growing number of pay related shareholder proposals and the litigation on executive pay practices. However, the proponent has targeted director's compensation and not CEO's compensation. Unlike CEO's pay, director compensation is generally not pay for performance. Instead, directors receive annual retainer fee, plus additional fees for serving on committees and attending board and committee meetings. To align the interests of directors with shareholders, directors also receive automatic grants of stock options and/or stock awards. Abuse in the area of director compensation appears in isolated cases. Retirement packages, such as pension programs for directors are no longer common among companies. ISS believes the proponent's request to annually seek shareholder approval for every future director compensation package is burdensome and offers little value to shareholders. Furthermore, the proposal does not seek to address the real issue - runaway CEO compensation. 8 Separate Chairman and CEO Positions Against Abstain ShrHoldr 9 Review Executive Compensation Against Against ShrHoldr We believe that the compensation committee report should provide a more robust discussion of executive pay decisions, particularly in light of the substantial compensation and retirement packages that were granted to Mr. Raymond. However, we question the utility to shareholders of a detailed report disclosing and analyzing the balance between executive compensation and the pay of Exxon Mobil's lowest paid employees over the last ten years. While we agree that shareholders could benefit from an in depth review of the compensation committee's policies to control excessive CEO pay , the specific information requested by this resolution focuses more directly on the issue of pay disparity within the company, and may result in a report that is arbitrary in nature, or provides limited meaningful information to shareholders. As such, we do not recommend shareholder support for this resolution. 10 Link Executive Compensation to Social Issues Against Against ShrHoldr Although ISS generally recommends votes for proposals that increase performance-based compensation for executives, the system suggested in this resolution proposes that the compensation committee calculate a portion of executive salary based solely on certain social and environmental factors. While ISS is concerned with some aspects of the company's pay practices, we do not believe that establishing and disclosing detailed social and environmental metrics as quantified factors to be used when calculating executive compensation would benefit shareholder. In our opinion, explicitly defining such criteria could limit the compensation committee's ability to effectively establish and maintain the link between executive compensation and overall company performance in a dynamic industry. As such, we do not recommend shareholder support for this resolution. 11 Report on Political Contributions Against Against ShrHoldr In the case of ExxonMobil, ISS notes that the company provides some detailed information on its political contributions on the corporate website. Specifically, this information reiterates the company's policies related to corporate and PAC spending and discloses aggregate contribution amounts for corporate funds to state political initiatives and 527 organizations, as well as an overview of PAC contributions. Therefore, while we agree with the proponents that the business rational and detailed data on every type of political contribution may not be easily accessed, it is our opinion that information provided by Exxon Mobil's political contributions segment of the company website provides shareholders with sufficient insight into the company's policies and controls. As such, ISS does not believe that additional reporting on this matter is warranted at this time. 12 Report on Charitable Contributions Against Against ShrHoldr Without information suggesting that the company's management of its contributions or perks has had a negative impact on shareholder value, ISS does not believe that it is necessary or appropriate to challenge this particular contribution or the company's policies in general. Therefore, based on questions over the necessity and utility of this resolution, we do not recommend shareholder support. 13 Amend Equal Employment Opportunity Policy to Prohibit Against For ShrHoldr Discrimination Based on Sexual Orientation Given the fact that company's competitors reference sexual orientation discrimination in their EEO statements and the fact that Mobil did explicitly bar this type of discrimination in its EEO statement prior to the merger with Exxon, we believe that the company should amend its EEO to explicitly prohibit discrimination based on sexual orientation. As such, we recommend that shareholders vote for this resolution. 14 Report on Damage Resulting from Drilling for Oil and Against Against ShrHoldr gas in Protected Areas Therefore, based on the level of existing disclosure relative to other companies in the industry and the potential cost and burden associated with producing this information, we recommend a vote against this resolution. 15 Report Accountability for Company's Environmental Against Against ShrHoldr Impacts due to Operation In this case, the proponent is asking ExxonMobil to disclose information on how it is accountable for the environmental impacts that its operations have on communities. Specifically, the shareholder is asking that the company discuss not only the negative impact of its operations, but also details on how the company integrates community awareness into its policies and reporting. ISS notes that the company is involved in several community initiatives to improve social welfare or encourage ongoing dialogue with the company on issues of importance to stakeholders. Moreover, the company provides a substantial amount of disclosure on its environmental performance and social initiatives. While this disclosure may not discuss each issue recommended by the proponent, it does allow investors to clearly evaluate the policies and management controls that the company has established to measure and evaluate environmental performance and the impact of company operations on community stakeholders. Therefore, ISS does not believe that shareholder support for this resolution is warranted. 01/19/06 - AFamily Dollar Stores, Inc. *FDO* 307000109 11/22/05 2,291 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.12 percent is within the allowable cap for this company of 10.47 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 07/13/05 - AFederated Department Stores, Inc. *FD* 31410H101 05/20/05 2,411 1 Issue Shares in Connection with an Acquisition For For Mgmt Based on our review of the terms of the transaction and the factors described above, we believe that the share issuance warrants shareholder support. 2 Elect Directors For For Mgmt 2.1 Elect Director Meyer Feldberg --- For We recommend shareholders vote for all of the nominees. 2.2 Elect Director Terry J. Lundgren --- For 2.3 Elect Director Marna C. Whittington --- For 3 Declassify the Board of Directors For For Mgmt 4 Ratify Auditors For For Mgmt 5 Adjourn Meeting For For Mgmt Given that this proposal is limited to the specific proposals presented by the company, and that we are supportive of these other proposals, we recommend that shareholders support this proposal. 05/19/06 - AFederated Department Stores, Inc. *FD* 31410H101 03/31/06 4,249 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt The requested increase of 500,000,000 shares is below the allowable threshold of 800,000,000 shares. We recommend a vote FOR Item 3. 4 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.90 percent is within the allowable cap for this company of 9.60 percent. Additionally, this plan expressly forbids repricing. 5 Amend Omnibus Stock Plan For For Mgmt ISS recommends shareholder to support the proposed amendments. 6 Limit Boards on Which Directors May Concurrently Serve Against For ShrHoldr Under ISS' board policy, ISS recommends a vote to withhold from all directors who serve on more than six public company boards and a vote to withhold from directors who are CEOs of publicly-traded companies who serve on more than three public boards (more than two public boards other than their own). The rationale is that while CEOs benefit from their exposure to other company boards, the time demands of their full-time jobs limit the number of outside commitments they can manage without compromising their effectiveness as CEOs and as outside directors. ISS notes that director, Joseph Neubauer, sits on more than three boards, and serves as CEO of ARAMARK Corporation. Further, the company does not have a policy regarding directors who sit on several boards of publicly-traded companies. Therefore, ISS believes that this proposal warrants shareholder support. 09/26/05 - AFedEx Corporation *FDX* 31428X106 08/01/05 4,397 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.23 percent is within the allowable cap for this company of 6.48 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 4 Adopt Simple Majority Vote Against For ShrHoldr ISS maintains that a simple majority of voting shares should be sufficient to effect changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking amendments that are in shareholders' best interests. ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 5 Report on Corporate Political Contributions Against Against ShrHoldr In the case of FedEx, ISS notes that the company briefly discusses its policies on political contributions in its code of ethics on the company website and these policies do not appear inconsistent with industry standards or existing regulations on this issue. Furthermore, the company does not appear to be the subject of any recent, significant controversy, fines, or litigation resulting from political action or contributions from it or its employee sponsored PAC. Therefore, ISS does not believe that additional reporting on this matter is warranted at this time. 6 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS views the debate over the current director election system as useful and timely. A variety of reform measures should be considered. We believe it is important to have a discussion over the merits and flaws of the current director election system in the U.S. The arguments against a majority vote requirement raise serious issues. Therefore, we support the majority vote principle but we believe that boards should have wide latitude in designing a workable standard. If this proposal were presented as a binding agenda item, we would carefully consider the ramifications of implementation. If a company were to receive majority shareholder support on this proposal, we would look to the company to create a workable model for its own election system. In supporting this precatory proposal, we advocate that the director election system give full effect to the shareholder franchise. Perhaps with support for this proposal, coupled with continued debate on election reforms, the director election system can evolve to the next level. 03/28/06 - AFifth Third Bancorp *FITB* 316773100 01/31/06 8,633 1 Elect Directors For Withhold Mgmt 1.1 Elect Director John F. Barrett --- Withhold We recommend shareholders WITHHOLD votes from all nominees. We recommend shareholders WITHHOLD votes from John J. Schiff, Jr., for sitting on more than three boards while serving as a CEO; and from John J. Schiff, Jr., George A. Schaefer, Jr., John F. Barrett, and Dudley S. Taft for failure to aggressively address the company's poor long-term financial performance. 1.2 Elect Director George A. Schaefer, Jr. --- Withhold 1.3 Elect Director John J. Schiff, Jr. --- Withhold 1.4 Elect Director Dudley S. Taft --- Withhold 2 Amend Articles/Bylaws/Eliminate super-majority voting For For Mgmt requirements ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 3 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 4 Amend Nonqualified Employee Stock Purchase Plan For For Mgmt Employee stock purchase plans enable employees to become shareholders, which gives them a stake in the company's growth. Stock purchase plans are beneficial only when they are well balanced and in the best interests of all shareholders. From a shareholder's perspective, the limit on the company's matching contribution is reasonable and there are caps placed on the employee's contribution (expressed as a percent of compensation which may exclude bonus, commissions or special compensation). There is minimum dilution associated with the plan since shares of company stock are purchased on the open market with mainly employee contributions. 5 Ratify Auditors For For Mgmt 05/10/06 - AFirst Data Corp. *FDC* 319963104 03/13/06 11,889 1 Elect Directors For For Mgmt 2 Elect Director David A. Coulter For For Mgmt 3 Elect Director Henry C. Duques For For Mgmt 4 Elect Director Peter B. Ellwood For For Mgmt 5 Ratify Auditors For For Mgmt 04/18/06 - AFirst Horizon National Corp *FHN* 320517105 02/24/06 1,961 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation Although the total cost of the company's plans of 8.39 percent is within the allowable cap for this company of 8.68 percent and expressly forbids repricing, the company's three-year average burn rate of 2.99 percent is higher than its four-digit GICS peer group of 2.46 percent. However, the company has made a three-year burn rate commitment equal to its GICS peer group of 2.46 percent. Therefore, ISS will continue to monitor the awards granted to its participants. 3 Ratify Auditors For For Mgmt 05/16/06 - AFirstEnergy Corporation *FE* 337932107 03/21/06 5,132 1 Elect Directors For Split Mgmt 1.1 Elect Director Anthony J. Alexander --- Withhold We recommend a vote FOR Robert B. Heisler, but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from Jesse T. Williams, Sr., Wes M. Taylor, George M. Smart, Russell W. Maier, William T. Cottle, Dr. Carol A. Cartwright, and Anthony J. Alexander for failure to take action on a majority-approved shareholder proposal. 1.2 Elect Director Carol A. Cartwright --- Withhold 1.3 Elect Director William T. Cottle --- Withhold 1.4 Elect Director Robert B. Heisler, Jr. --- For 1.5 Elect Director Russell W. Maier --- Withhold 1.6 Elect Director George M. Smart --- Withhold 1.7 Elect Director Wes M. Taylor --- Withhold 1.8 Elect Director Jesse T. Williams, Sr. --- Withhold 2 Ratify Auditors For For Mgmt 3 Adopt Simple Majority Vote Requirement Against For ShrHoldr ISS Analysis and Conclusion ISS acknowledges that adoption of this proposal may not eliminate the supermajority provisions. We also acknowledge that an affirmative vote of at least 80 percent of the outstanding shares would be required to eliminate the supermajority vote. However, based on principle, ISS maintains that a simple majority of voting shares should be sufficient to effect changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking amendments that are in shareholders' best interests. Further, we note that this proposal received the clear mandate of the FirstEnergy's shareholders last year's meeting with a 57.97 percent vote of the outstanding shares. ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. As such, we support this proposal. 4 Submit Severance Agreement (Change in Control) to Against For ShrHoldr shareholder Vote ISS Analysis and Conclusion ISS supports the submission of "golden parachutes" for shareholder approval as a general principle. We believe that a company's severance agreements should be reasonable and not excessive. To be effective without creating distorted incentives with respect to management, severance agreements must be considerably less attractive than continued employment with the company. While ISS recognizes that FirstEnergy has a severance policy in place which limits the multiplier of executives' base salary and target short-term incentive compensation to 2.99 times, the company does not clearly define these severance benefits. Therefore, the company's adopted policy does not meet all the requirements of the shareholder proposal. Furthermore, the proposal provides some flexibility for the company, whereby the board may seek approval of the shareholder approval after the material terms of the severance agreement have been agreed upon. As such, we support this proposal. 05/24/06 - AFiserv, Inc. *FISV* 337738108 03/20/06 2,870 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, in a case where a company has in place certain unfavorable governance provisions, as indicated above, we do not believe the resignation policy is a sufficient alternative to the proposed majority voting standard. The company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. In addition, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 05/05/06 - AFisher Scientific International Inc. *FSH* 338032204 03/17/06 709 1 Elect Directors For For Mgmt 2 Approve Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 3 Ratify Auditors For For Mgmt 05/03/06 - AFluor Corp. *FLR* 343412102 03/08/06 1,351 1 Elect Directors For For Mgmt 1.1 Elect Director Alan L. Boeckmann --- For We recommend a vote FOR the directors. 1.2 Elect Director Vilma S. Martinez --- For 1.3 Elect Director Dean R. O'Hare --- For 2 Ratify Auditors For For Mgmt 3 Performance-Based Against For ShrHoldr Conclusion Clearly, in 2005, the company did not grant any stock options to the named executive officers. Time-based restricted stock and performance-based cash awards were issued, with the mix heavier on time-based restricted stock. For the 2006 long-term incentives, part of the annual award would include standard stock options. However, ISS is unable to determine the mix of performance-based awards versus time-vested awards at this time. ISS does not consider standard stock options to be performance-based unless the vesting or the issuance of options are explicitly tied to the attainment of pre-established performance goals. In this case, time-based restricted stock was the only equity component issued to named executive officers in 2005. Therefore, ISS believes this proposal warrants shareholder support. 08/08/05 - AForest Laboratories, Inc. *FRX* 345838106 06/21/05 5,008 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/25/06 - AFortune Brands, Inc. *FO* 349631101 02/24/06 2,273 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 4 Performance-Based and/or Time-Based Equity Awards Against For ShrHoldr The company's annual incentive program is performance driven based on the earnings per share growth targets. However, the lack of disclosure of the specific EPS targets does not allow shareholders to assess the rigor of the program. While the safe harbor rules exempt the disclosure of competitive information, companies have disclosed specific performance hurdles which executives must meet in order to profit from performance-based programs. Under ISS' compensation policies, only the performance share awards are performance driven. The performance shares require the pre-establishment of average return on equity and cumulative diluted earnings per share targets. However, the company fails to disclose the specific hurdle rates. Standard stock options are not considered as performance-based compensation. A rise in the stock market can provide automatic gains without the executives exhibiting any demonstrated effort. Furthermore, the company states that the majority of the long-term incentives comprises of stock options and not performance shares. Recipients of performance shares also receive dividend equivalents. ISS believes that the recipients should not receive dividends on performance shares prior to the attainment of the performance goals. Fortune Brands is in the household durables business, which is a stable and mature industry. ISS believes that the proponent's pay-for-superior-performance standard is feasible for the company given its line of business. The company's annual and long-term incentive programs do not sufficiently meet the proponent's requirements. Therefore, ISS supports this shareholder proposal. 01/26/06 - AFranklin Resources, Inc. *BEN* 354613101 11/30/05 2,198 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 07/15/05 - AFreddie Mac *FRE* 313400301 05/27/05 9,803 1 Elect Directors For For Mgmt 1.1 Elect Director Barbara T. Alexander --- For We recommend a vote FOR the directors. 1.2 Elect Director Geoffrey T. Boisi --- For 1.3 Elect Director Joan E. Donoghue --- For 1.4 Elect Director Michelle Engler --- For 1.5 Elect Director Richard Karl Goeltz --- For 1.6 Elect Director Thomas S. Johnson --- For 1.7 Elect Director William M. Lewis, Jr. --- For 1.8 Elect Director Eugene M. Mcquade --- For 1.9 Elect Director Shaun F. O'Malley --- For 1.10 Elect Director Ronald F. Poe --- For 1.11 Elect Director Stephen A. Ross --- For 1.12 Elect Director Richard F. Syron --- For 1.13 Elect Director William J. Turner --- For 2 Ratify Auditors For For Mgmt 05/04/06 - AFreeport-McMoRan Copper & Gold Inc. *FCX* 35671D857 03/07/06 2,864 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.39 percent is within the allowable cap for this company of 11.26 percent. Additionally, this plan expressly forbids repricing. 4 Review Payment Policy to Indonesian Military Against Against ShrHoldr Conclusion In this case, ISS acknowledges the proponents' concerns related to this issue and the tragedy that served as the impetus for filing the proposal at the company. That said, ISS notes that the company has made public information on its human rights policies in general and also discloses information on its security operations in Indonesia on the company website. Further, it appears that the company is taking the appropriate steps to monitor its compliance with its human rights policies, hiring external auditors and securing special counsel on human rights. The company has asserted that there is no alternative to the Indonesian military and police for security in the area. Considering the scope and complexity of this issue, ISS believes that the company is taking appropriate steps by disclosing detailed information on its operations in Papua. As such, we recommend a vote against this proposal. 04/21/06 - AFreescale Semiconductor, Inc. *FSL* 35687M206 02/21/06 6,386 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/18/06 - AGannett Co., Inc. *GCI* 364730101 02/24/06 3,732 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. Because this proposal is intended to enable the company to avoid the tax deduction limitations imposed by Section 162(m), we recommend a vote FOR this item. 4 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 5 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, including a designated lead director performing all of the duties listed above, we believe that a company of this size should be able to find a qualified independent chairman. 05/17/06 - AGateway Inc *GTW* 367626108 03/23/06 4,126 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/03/06 - AGeneral Dynamics Corp. *GD* 369550108 03/10/06 3,132 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 4 Disqualification of Directors Who Fail to Receive Against For ShrHoldr Majority Vote Adoption of this bylaw amendment would put more authority in the hands of shareholders which will infuse greater accountability into the director election process. In our view, the company's owners should be the final arbiters in deciding which directors should continue to represent the interests of shareholders. 5 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, in this case the absence of a designated lead director, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 6 Report Political Contributions Against For ShrHoldr In the case of General Dynamics, ISS notes that the company does not appear to publish a policy on political contributions that clearly defines business objectives for its contributions, the process for evaluating and overseeing such contributions, or the management of General Dynamic's political action committees. ISS believes that some aspects of this resolution may be overly restrictive or burdensome; however, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political spending, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote for this resolution. 7 Sustainability Report Against For ShrHoldr While ISS believes that the company should have the flexibility to determine the most appropriate format for its sustainability report, we also note that the content of this report should be measured against industry peers and accepted standards of reporting. General Dynamics' existing disclosure on corporate responsibility and sustainability provides some information on specific initiatives that the company participates in, as well as certain, generalized social or environmental disclosure at subsidiary business units. However, detailed information on the company's policies related to social, environmental, and economic sustainability is either not available or not disclosed publicly. As such, we believe that more comprehensive reporting on sustainability issues will benefit General Dynamics' by helping the company to better assess the financial risks that certain issues pose to its current and future business operations. Therefore, we recommend shareholder support for this resolution. 04/26/06 - AGeneral Electric Co. *GE* 369604103 02/27/06 123,921 1 Elect Directors For Split Mgmt 1.1 Elect Director James I. Cash, Jr. --- For We recommend a vote FOR the directors with the exception of independent outsider Claudio X. Gonzalez. We recommend that shareholders WITHHOLD votes from Claudio X. Gonzalez for sitting on more than three boards while serving as a CEO. 1.2 Elect Director Sir William M. Castell --- For 1.3 Elect Director Ann M. Fudge --- For 1.4 Elect Director Claudio X. Gonzalez --- Withhold 1.5 Elect Director Jeffrey R. Immelt --- For 1.6 Elect Director Andrea Jung --- For 1.7 Elect Director Alan G. Lafley --- For 1.8 Elect Director Robert W. Lane --- For 1.9 Elect Director Ralph S. Larsen --- For 1.10 Elect Director Rochelle B. Lazarus --- For 1.11 Elect Director Sam Nunn --- For 1.12 Elect Director Roger S. Penske --- For 1.13 Elect Director Robert J. Swieringa --- For 1.14 Elect Director Douglas A. Warner, III --- For 1.15 Elect Director Robert C. Wright --- For 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Voting Against Against ShrHoldr In this case, the company meets all of the company's corporate governance criteria. Accordingly, the proposal does not warrant shareholder support 4 Adopt Policy on Overboarded Directors Against For ShrHoldr Although the company maintains a policy regarding overboarded directors, the policy permits the maintenance of current directors who exceed these limits if the board determines that such director's service on the board would not be impaired. In fact, the company has already made an exception with regard to director Claudio Gonzalez, who sits on over six other public company boards. The proponent's request would not allow the company to bypass or alter these limits without shareholder approval. Therefore, we believe that the proponent's request represents a preferable policy framework from a shareholder's perspective. As such, we believe this item warrants shareholder support. 5 Company-Specific -- One Director from the Ranks of the Against Against ShrHoldr Retirees ISS believes that director nominees who are best qualified and who have the relevant experience should serve as directors for the interests of all shareholders and as such the director selection process should not be limited to a certain type of director. This proposal would limit the board's independent nominating committee from selecting the best director candidates. Further, the board already includes directors with diverse experience. As such, we do not support this item. 6 Separate Chairman and CEO Positions Against Against ShrHoldr We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO position. 7 Require a Majority Vote for the Election of Directors Against Against ShrHoldr At this time, considering the company's actions taken to create a meaningful alternative in their bylaws, we recommend that shareholders vote AGAINST this proposal. 8 Report on Environmental Policies Against Against ShrHoldr Therefore, while ISS would encourage the company to continue to evaluate and disclose information on its policies and strategic directions, we do not believe that shareholder support for this resolution is warranted. 09/26/05 - AGeneral Mills, Inc. *GIS* 370334104 07/28/05 5,381 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.02% is below the allowable cap for this company of 6.17%. 4 Hire Advisor/Maximize Shareholder Value Against Against ShrHoldr In this case, we believe that the company's long-term stock price improvement has consistently enhanced shareholder value. Moreover, many of the company's long-term shareholders would suffer if the company was put into play and sold out at a historically depressed price. There is not evidence that adoption of this proposal would be in shareholders' best interests at this time. 06/06/06 - AGeneral Motors Corp. *GM* 370442105 04/07/06 8,828 1 Elect Directors For For Mgmt 1.1 Elect Director Percy N. Barnevik --- For ISS recognizes that the company is facing significant challenges. However, we are unclear with the dissident's intention as it appears Mr. Lauve is also waging a proxy fight. However, Mr. Lauve's materials are incomplete and do not provide sufficient information for us to analyze. Therefore, ISS continues to support the current nominees and will monitor the company's progress. 1.2 Elect Director Erskine B. Bowles --- For 1.3 Elect Director John H. Bryan --- For 1.4 Elect Director Armando M. Codina --- For 1.5 Elect Director George M.C. Fisher --- For 1.6 Elect Director Karen Katen --- For 1.7 Elect Director Kent Kresa --- For 1.8 Elect Director Ellen J. Kullman --- For 1.9 Elect Director Philip A. Laskawy --- For 1.10 Elect Director Eckhard Pfeiffer --- For 1.11 Elect Director G. Richard Wagoner, Jr. --- For 1.12 Elect Director Jerome B. York --- For 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr ISS believes that taking away the company's ability to grant stock options is an arbitrary and excessively restrictive proposal that could potentially prohibit the company from compensating employees based upon their individual and company-wide performance. Being unable to issue stock options could hinder the company's ability to attract and retain competent executive officers. Moreover, the company's outstanding plans forbids repricing without prior shareholder proposal. As such, ISS does not recommend shareholder support for the resolution. 4 Report on Global Warming Against Against ShrHoldr While GM's reporting does not address some issues of concern related to climate change, we believe that it effectively presents most shareholders with sufficient information to understand the company's position on the issue and the potential impact that these policies may have on their investment. While we encourage the company to continue to evaluate initiatives to address climate change and increase its disclosure, we do not believe that the information requested in the proposed report will benefit shareholders from an economic perspective. As such, we recommend a vote against this resolution. 5 Separate Chairman and CEO Positions Against For ShrHoldr ISS recognizes that the Chairman & CEO had recently implemented a series of long-term strategic changes, which were intended to restore the company's profitability. These changes included a reduction in executive pay packages, the decrease in dividends to shareholders and the announced sale of 51 percent of General Motors Acceptance Corp. (GMAC). Although these changes had been well-received in the marketplace, the company's stock price had not increased substantially and significant challenges remain for the company. Therefore, ISS believed that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 6 Claw-back of Payments under Restatements Against For ShrHoldr In evaluating shareholder clawback proposals, ISS considers if the company has adopted a formal clawback policy and/or if the company has chronic restatement history or material financial problems. In this case, ISS believes the company's clawback policy is inadequate, and does not detail the necessary actions that the compensation committee will take to recoup all bonuses to senior executives whose fraud or misconduct resulted in a restatement. While GM does not have a chronic restatement history, the company disclosed a series of accounting problems, which required the company to file financial results for 2002 through the third quarter of 2005 (according to a WSJ article dated April 4, 2006). ISS also believes that Section 304 of Sarbanes-Oxley has its limitations. While Section 304 of Sarbanes-Oxley governs the recoup of compensation made to the CEO and CFO under accounting restatements, it does not extend to other senior officers who are accountable of the fraudulent activity. Further, Section 304 fails to spell out what constitutes "misconduct" and fails to specify whose misconduct qualifies. Therefore, ISS believes this proposal warrants shareholder support. 7 Restore or Provide for Cumulative Voting Against For ShrHoldr In this case, the company fails to meet all of the aforementioned corporate governance and performance criteria. Specifically, the board has the right to change the size of the board beyond a stated range that has been approved by shareholders. The company also underpeformed the Automobiles and Components industry and the S&P 500 index with respect to the one-year and three-year fiscal total shareholder returns, as noted under the Performance Summary table. Accordingly, the proposal warrants shareholder support. 8 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system gives full effect to the shareholder franchise. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 04/17/06 - AGenuine Parts Co. *GPC* 372460105 02/10/06 2,699 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.78 percent is within the allowable cap for this company of 9.71 percent. Additionally, this plan expressly forbids repricing. 4 Ratify Auditors For For Mgmt 05/17/06 - AGenworth Financial, Inc. *GNW* 37247D106 03/24/06 5,882 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/06 - AGenzyme Corp. *GENZ* 372917104 03/31/06 4,055 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plan of 9.59 percent is within the allowable cap for this company of 11.70 percent, and the combined shareholder value transfer for all the plans is 9.64 percent, which is below the company's allowable shareholder value transfer cap of 11.70 percent. Additionally, this plan expressly forbids repricing. 3 Amend Non-Employee Director Stock Option Plan For For Mgmt VI. Vote Recommendation The total cost of the company's plans of 8.09 percent is within the allowable cap for this company of 11.70 percent. The combined shareholder value transfer for all the plans is 9.64 percent, which is below the company's allowable shareholder value transfer cap of 11.70 percent. 4 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 5 Ratify Auditors For For Mgmt 6 Submit Severance Agreement (Change in Control) to Against For ShrHoldr shareholder Vote In this case, we believe that the cap suggested by the proponent of 2.99 times base salary and cash bonus is widely considered as the standard threshold level of severance payments for senior executives that should be subject to a shareholder vote. Additionally, since the proponent's proposal does not require that shareholder approval be obtained prior to the drafting of severance agreements, we do not believe that adoption of this proposal would unduly hinder the company's ability to negotiate such agreements with potential executives. ISS believes that shareholders should have a voice in lucrative good-bye packages. 05/10/06 - AGilead Sciences, Inc. *GILD* 375558103 03/22/06 7,216 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.59 percent is within the allowable cap for this company of 12.37 percent. Additionally, this plan expressly forbids repricing. 4 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Increase Authorized Common Stock For For Mgmt 6 Report on Impact of HIV/AIDS, TB, and Malaria Pandemics Against For ShrHoldr ISS notes that the company's disclosure on policies and topics related to the HIV/AIDS, TB, and Malaria pandemics is not as comprehensive or readily available to the public as many other companies in the industry. While Gilead does participate in certain research efforts, cooperative studies, and subsidy programs, the limited level of disclosure on these issues makes it difficult to determine specifically how the company is addressing concerns associated with this health crisis and potential impact that such decisions may have on shareholder value. ISS believes that this is of particular concern based on Gilead's focus on HIV/AIDS treatments. Therefore, due to the lack of publicly available information on the company's policies related to the potential impact that the HIV/AIDS, TB, and Malaria pandemics could have on the company, we recommend support for this resolution. 05/03/06 - AGolden West Financial Corp. *GDW* 381317106 03/02/06 3,965 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/25/06 - AGoodrich Corporation *GR* 382388106 03/06/06 1,913 1 Elect Directors For Split Mgmt 1.1 Elect Director Diane C. Creel --- Withhold We recommend a vote FOR the directors with the exception of independent outsider Diane C. Creel. We recommend that shareholders WITHHOLD votes from Diane C. Creel for poor attendance. 1.2 Elect Director George A. Davidson, Jr. --- For 1.3 Elect Director Harris E. DeLoach, Jr. --- For 1.4 Elect Director James W. Griffith --- For 1.5 Elect Director William R. Holland --- For 1.6 Elect Director John P. Jumper --- For 1.7 Elect Director Marshall O. Larsen --- For 1.8 Elect Director Douglas E. Olesen --- For 1.9 Elect Director Alfred M. Rankin, Jr. --- For 1.10 Elect Director James R. Wilson --- For 1.11 Elect Director A. Thomas Young --- For 2 Ratify Auditors For For Mgmt 07/01/05 - SGreat Lakes Chemical Corp. 390568103 05/27/05 733 1 Approve Merger Agreement For For Mgmt The board states as reasons for the merger: (1) the combined company will be significantly larger than Great Lakes and should have greater financial, operational and technical strengths that should enable it to consider and more effectively pursue additional opportunities for growth, (2) the assessment by Great Lakes' board of the value of the shares of Crompton common stock to be received by Great Lakes stockholders in the merger and the premium represented thereby over various historical prices of Great Lakes common stock, including the likelihood of the proposed exchange ratio providing to Great Lakes stockholders a per share value equal to or greater than the 52-week high price of Great Lakes common stock, and (3) the belief of Great Lakes' board that the combined company will have the opportunity to realize significant synergies. Based on our review of the terms of the transaction and the factors described above, specifically the market premium and potential synergies, we believe that the merger agreement warrants shareholder support. 03/31/06 - SGuidant Corp. 401698105 02/22/06 5,162 1 Approve Merger Agreement For For Mgmt Based on our review of the terms of the transaction and the factors described above, in particular the premium over the GDT trading price and over the last JNJ offer, as well as the compelling strategic rationale, we believe that the merger agreement warrants shareholder support. 09/07/05 - AH&R Block, Inc. *HRB* 093671105 07/05/05 2,406 1 Elect Directors For For Mgmt 1.1 Elect Director Thomas M. Bloch --- For We recommend a vote FOR the directors. 1.2 Elect Director Mark A. Ernst --- For 1.3 Elect Director David Baker Lewis --- For 1.4 Elect Director Tom D. Seip --- For 2 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For Mgmt 08/23/05 - AH. J. Heinz Co. *HNZ* 423074103 06/03/05 4,988 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Hire Advisor/Maximize Shareholder Value Against Against ShrHoldr In this case, we note that Heinz underperformed the S&P 500 Index and its GICS code peer group for one-year and three-year shareholder returns. As for five-year shareholder returns, Heinz underperformed the peer group but outperformed the S&P 500 Index (See Performance Summary table above). According to management, Heinz continually reviews strategic alternatives to maximize shareholder value, as evidenced by spin-off of its underperforming businesses. While we are uncertain about whether this transformation will be successful, we do not believe that these new strategies can be considered responsible for past underperformance. In the absence of indicators that would suggest: (1) the company is in a period of poor or sluggish performance with no turnaround in sight; and (2) the board is entrenched, we do not believe it should be required to engage the services of an investment bank to explore the sale of the company at this time. As such, this item does not warrant shareholder support. 4 Adopt Simple Majority Vote Against For ShrHoldr ISS Analysis and Conclusion ISS maintains that a simple majority of voting shares should be sufficient to effect changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking amendments that are in shareholders' best interests. We support shareholder proposals seeking to eliminate supermajority vote requirements, as they may serve as entrenchment devices for management and therefore are not in the shareholders' best interest. As such, we believe this proposal warrants support. 04/29/06 - AHarley-Davidson, Inc. *HDI* 412822108 03/09/06 4,273 1 Elect Directors For For Mgmt 1.1 Elect Director Jeffrey L. Bluestein --- For recommend shareholders vote FOR the directors. 1.2 Elect Director Donald A. James --- For 1.3 Elect Director James A. Norling --- For 1.4 Elect Director James L. Ziemer --- For 2 Ratify Auditors For For Mgmt 04/25/06 - AHarrah's Entertainment, Inc. *HET* 413619107 02/27/06 2,860 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 8.35 percent is within the allowable cap for this company of 8.65 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 05/25/06 - AHasbro, Inc. *HAS* 418056107 04/03/06 2,778 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Adopt ILO-Based Code of Conduct Against Against ShrHoldr Based on the fact that the company already has a publicly available code of conduct that substantively addresses the core ILO standards and the company engages in internal monitoring in conjunction with audit firms, we do not believe that support is warranted for this shareholder resolution at this time. 05/25/06 - AHCA, Inc. *HCA* 404119109 03/31/06 6,368 1 Elect Directors For Split Mgmt 1.1 Elect Director C. Michael Armstrong --- For We recommend a vote FOR the directors with the exception of affiliated outsider Frank S. Royal, M.D. We recommend that shareholders WITHHOLD votes from Frank S. Royal, M.D. for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Magdalena H. Averhoff, M.D. --- For 1.3 Elect Director Jack O. Bovender, Jr. --- For 1.4 Elect Director Richard M. Bracken --- For 1.5 Elect Director Martin Feldstein --- For 1.6 Elect Director Thomas F. Frist, Jr., M.D. --- For 1.7 Elect Director Frederick W. Gluck --- For 1.8 Elect Director Glenda A. Hatchett --- For 1.9 Elect Director Charles O. Holliday, Jr. --- For 1.10 Elect Director T. Michael Long --- For 1.11 Elect Director John H. McArthur --- For 1.12 Elect Director Kent C. Nelson --- For 1.13 Elect Director Frank S. Royal, M.D. --- Withhold 1.14 Elect Director Harold T. Shapiro --- For 2 Ratify Auditors For For Mgmt 3 Performance-Based Against For ShrHoldr The proposal requests that a significant portion of future stock option grants to senior executives shall be performance-based. ISS believes that this is not unduly restrictive. Based on the available public disclosure, we could not directly link any of the stock option grants or other equity grants to performance metrics. As such, we support this proposal. 4 Stock Retention/Holding Period Against For ShrHoldr ISS recognizes that the company has recently implemented stock ownership guidelines. Directors' guidelines are fairly rigorous and directors must hold five times their annual cash retainer in stock. However, we believe that the stock ownership guidelines for executives are not rigorous enough and should go beyond the standard five times salary for CEOs. Further, the company does not have a retention ratio nor a holding period requirement. As such, we believe this proposal warrants shareholder support. 02/21/06 - AHealth Management Associates, Inc. *HMA* 421933102 12/23/05 3,847 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director Restricted Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plan of 5.45 percent is within the allowable cap for this company of 9.44 percent. 3 Ratify Auditors For For Mgmt 04/20/06 - AHercules Inc. *HPC* 427056106 03/17/06 1,754 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr ISS supports the shareholder proposal. 05/03/06 - AHESS CORP *HES* 023551104 03/13/06 1,244 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Change Company Name For For Mgmt Because it is unlikely that the name change would have a negative financial impact on the company, ISS recommends supporting the proposal. 4 Increase Authorized Common Stock For For Mgmt The requested increase of 400,000,000 shares is below the allowable threshold of 480,000,000 shares. 5 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 03/15/06 - AHewlett-Packard Co. *HPQ* 428236103 01/17/06 44,582 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that HP's resignation policy offers a sufficient alternative to the proposed majority voting standard. Further, with regard to management's concern that the proposal does not consider potential board vacancies or hold-overs, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 5 Claw-Back of Payments under Restatement Against Against ShrHoldr The proponents supporting argument with regard to Carley Fiorina's compensation speaks to severance packages and bears no relevance to the unearned bonuses addressed by the clawback proposal. Additionally, ISS notes that there is no history of chronic restatements or fraudulent activity by the company. ISS believes that the company has in place a reasonable clawback policy which requires the board to: (a) review of performance-based compensation to senior executives following a restatement and (b) seek to recoup all such bonuses to senior executives whose fraud or misconduct resulted in such restatement. As such, ISS recommend a vote AGAINST this proposal. 05/24/06 - AHilton Hotels Corp. *HLT* 432848109 03/29/06 5,145 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, in a case where a company has in place certain unfavorable governance provisions, as indicated above, we do not believe the resignation policy is a sufficient alternative to the proposed majority voting standard. The company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. In addition, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 4 Submit Shareholder Rights Plan (Poison Pill) to Against For ShrHoldr Shareholder Vote In this case, the company's rights plan was not approved by shareholders nor does it embody the general features that ISS recommends. We support the principle that all shareholder rights plans should be redeemed or eventually brought to shareholder vote for approval. ISS believes that directors, in their capacity as fiduciaries, can adopt a plan without prior approval from shareholders under certain conditions if the board believes such an act is in the best interests of shareholders and necessary to protect shareholder value. Since Delaware law affords directors the authority to exercise judgment and discretion in order to fulfill its fiduciary duties, we believe the board should have the flexibility to interpret its contractual relationship with shareholders. However, the principle of fiduciary duty should not be used to shield directors from acting in a way that contradicts shareholder directive. As such, if a rights plan is adopted by the board without prior shareholder approval, ISS expects the plan to either be ratified by shareholders or expire within 12 months of adoption. 05/25/06 - AHome Depot, Inc. (The) *HD* 437076102 03/28/06 33,161 1 Elect Directors For Split Mgmt 1.1 Elect Director Gregory D. Brenneman --- Withhold We recommend a vote to WITHHOLD from all directors with the exception of new nominee Angelo R. Mozilo. We recommend that shareholders WITHHOLD votes from Thomas J. Ridge, Robert L. Nardelli, Kenneth G. Langone, Lawrence R. Johnson, Laban P. Jackson, Jr., Bonnie G. Hill, Milledge A. Hart, III, Claudio X. Gonzalez, John L. Clendenin, and Gregory D. Brenneman for failure to implement a majority supported shareholder proposal, Compensation Committee members Lawrence R. Johnston, Bonnie G. Hill, Claudio X. Gonzalez, and John L. Clendenin for the company's poor compensation practices, and Claudio X. Gonzalez for sitting on more than three boards while serving as CEO. 1.2 Elect Director John L. Clendenin --- Withhold 1.3 Elect Director Claudio X. Gonzalez --- Withhold 1.4 Elect Director Milledge A. Hart, III --- Withhold 1.5 Elect Director Bonnie G. Hill --- Withhold 1.6 Elect Director Laban P. Jackson, Jr. --- Withhold 1.7 Elect Director Lawrence R. Johnston --- Withhold 1.8 Elect Director Kenneth G. Langone --- Withhold 1.9 Elect Director Angelo R. Mozilo --- For 1.10 Elect Director Robert L. Nardelli --- Withhold 1.11 Elect Director Thomas J. Ridge --- Withhold 2 Ratify Auditors For For Mgmt 3 Increase Disclosure of Executive Compensation Against For ShrHoldr 4 Report on EEOC-Related Activities Against For ShrHoldr As such we recommend that shareholders vote for this resolution. 5 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 6 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 7 Submit Supplemental Executive Retirement Plans to Against For ShrHoldr Shareholder vote 8 Report on Political Contributions Against For ShrHoldr As such, we recommend that shareholders vote FOR this resolution. 9 Increase Disclosure of Executive Compensation Against For ShrHoldr Therefore, ISS believes that this proposal warrants shareholder t. 10 Affirm Political Non-partisanship Against Against ShrHoldr Since it appears that the company has already addressed this issue through its own internal policies and observance of federal law, we do not believe that support of this proposal is warranted. 04/24/06 - AHoneywell International, Inc. *HON* 438516106 02/24/06 13,114 1 Elect Directors For For Mgmt 1.1 Elect Director Gordon M. Bethune --- For We recommend a vote FOR the directors. 1.2 Elect Director Jaime Chico Pardo --- For 1.3 Elect Director David M. Cote --- For 1.4 Elect Director D. Scott Davis --- For 1.5 Elect Director Linnet F. Deily --- For 1.6 Elect Director Clive R. Hollick --- For 1.7 Elect Director James J. Howard --- For 1.8 Elect Director Bruce Karatz --- For 1.9 Elect Director Russell E. Palmer --- For 1.10 Elect Director Ivan G. Seidenberg --- For 1.11 Elect Director Bradley T. Sheares --- For 1.12 Elect Director Eric K. Shinseki --- For 1.13 Elect Director John R. Stafford --- For 1.14 Elect Director Michael W. Wright --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The company has submitted a multiple pay plan proposal. The combined shareholder value transfer for all the plans (Items 3 and 4) is 4.88 percent, which falls below the company's allowable shareholder value transfer cap of 6.11 percent. The total cost of the 2006 Stock Incentive Plan (Item 3 only) is 4.83 percent. The plan also expressly prohibits repricing of stock options and SARs. ISS commends the company for voluntarily committing to an annual burn rate of 1.0 percent to 1.5 percent of total shares outstanding. 4 Approve Non-Employee Director Omnibus Stock Plan For For Mgmt VI. Vote Recommendation The company has submitted a multiple pay plan proposal. The combined shareholder value transfer for all the plans (Items 3 and 4) is 4.88 percent, which falls below the company's allowable shareholder value transfer cap of 6.11 percent. The total cost of the 2006 Stock Plan for Non-Employee Director (Item 4 only) is 2.35 percent. The plan also expressly prohibits repricing of stock options and SARs. 5 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system gives full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. The company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. Further, the proposal provides for a carve-out for plurality voting in the event of a contested election. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 6 Compensation- Director Compensation Against Against ShrHoldr SS does not support this shareholder proposal. 7 Claw-back of Payments under Restatements Against For ShrHoldr ISS believes this proposal warrants shareholder vote and we recommend a vote FOR. 8 Report on Public Welfare Initiative Against Against ShrHoldr Therefore, ISS believes that the company could benefit from increased disclosure on its corporate website regarding this issue and potential costs associated with remediation. However, we do not believe that the actions requested by the proponents to accompany this report are necessary per se, or an appropriate expenditure of shareholder assets. 9 Eliminate or Restrict Severance Agreements Against For ShrHoldr (Change-in-Control) ISS recognizes that implementation of this policy may be difficult. However, we note that this proposal is somewhat similar to the severance/change-in-control proposal, whereby a company will seek shareholder approval for future severance agreements with senior executives that could provide benefits in an amount exceeding 2.99 times the sum of the executive's base salary and bonus. Currently, Honeywell does have a policy to seek shareholder approval on excessive severance/change-in-control payments. In supporting the spirit of the proposal, ISS believes that the company can implement a policy on seeking shareholder approval for excessive severance/change-in-control payments. 05/17/06 - AHospira Inc *HSP* 441060100 03/20/06 2,502 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/06 - AHumana Inc. *HUM* 444859102 03/06/06 2,533 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.57 percent is within the allowable cap for this company of 9.20 percent. Additionally, this plan expressly forbids repricing. 04/20/06 - AHuntington Bancshares Inc. *HBAN* 446150104 02/17/06 3,550 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/05/06 - AIllinois Tool Works Inc. *ITW* 452308109 03/07/06 3,185 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.38 percent is within the allowable cap for this company of 6.80 percent. Additionally, this plan expressly forbids repricing. 4 Ratify Auditors For For Mgmt 5 Adopt/ Implement China Principles Against Against ShrHoldr Since the company has had no significant controversies or violations regarding its operations in China and has an established workplace code of conduct, we recommend a vote against this item. 6 Require a Majority Vote for the Election of Directors Against For ShrHoldr 05/05/06 - AIMS Health Inc. *RX* 449934108 03/17/06 3,214 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.09 percent is within the allowable cap for this company of 9.89 percent. Additionally, this plan expressly forbids repricing. 4 Submit Shareholder Rights Plan (Poison Pill) to Against Against ShrHoldr Shareholder Vote Conclusion In the case of IMS Health, we note that a formal policy regarding the adoption or extension pill has been established in response to shareholder concerns. We believe that the 12-month period is a reasonable time period to seek shareholder approval and the request of reducing it to four months appears to be unnecessary. ISS commends the company for taking this positive step towards better corporate governance by adopting this policy and terminating the company's previous poison pill. 06/07/06 - AIngersoll-Rand Company Limited *IR* G4776G101 04/10/06 5,112 Meeting for Holders of ADRs 1 Elect Directors For Split Mgmt 1.1 Elect Director T.E. Martin --- Withhold We recommend a vote for the directors with the exception of Theodore E. Martin. We recommend that shareholders withhold votes from Theodore E. Martin for standing as a non-independent non-executive director on the Audit Committee. 1.2 Elect Director P. Nachtigal --- For 1.3 Elect Director R.J. Swift --- For 2 Ratify Auditors For For Mgmt 05/17/06 - AIntel Corp. *INTC* 458140100 03/20/06 93,817 1 Elect Director Craig R. Barrett For For Mgmt 2 Elect Director Charlene Barshefsky For For Mgmt 3 Elect Director E. John P. Browne For For Mgmt 4 Elect Director D. James Guzy For For Mgmt 5 Elect Director Reed E. Hundt For For Mgmt 6 Elect Director Paul S. Otellini For For Mgmt 7 Elect Director James D. Plummer For For Mgmt 8 Elect Director David S. Pottruck For For Mgmt 9 Elect Director Jane E. Shaw For For Mgmt 10 Elect Director John L. Thornton For For Mgmt 11 Elect Director David B. Yoffie For For Mgmt 12 Rescind Fair Price Provision For For Mgmt 13 Amend Articles/Bylaws/Repeal Supermajority Vote For For Mgmt ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 14 Ratify Auditors For For Mgmt 15 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.46 percent is within the allowable cap for this company of 12.11 percent. Additionally, this plan expressly forbids repricing. 16 Approve Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 04/25/06 - AInternational Business Machines Corp. *IBM* 459200101 02/24/06 24,579 1 Elect Directors For Split Mgmt 1.1 Elect Director Cathleen Black --- For We recommend a vote FOR the directors with the exception of Michael L. Eskew and Lorenzo H. Zambrano. We recommend shareholders WITHHOLD votes from Michael L. Eskew for standing as an affiliated outsider on the Audit Committee and from Lorenzo H. Zambrano for sitting on more than three boards while serving as a CEO and for poor attendance. 1.2 Elect Director Kenneth I. Chenault --- For 1.3 Elect Director Juergen Dormann --- For 1.4 Elect Director Michael L. Eskew --- Withhold 1.5 Elect Director Shirley Ann Jackson --- For 1.6 Elect Director Minoru Makihara --- For 1.7 Elect Director Lucio A. Noto --- For 1.8 Elect Director James W. Owens --- For 1.9 Elect Director Samuel J. Palmisano --- For 1.10 Elect Director Joan E. Spero --- For 1.11 Elect Director Sidney Taurel --- For 1.12 Elect Director Charles M. Vest --- For 1.13 Elect Director Lorenzo H. Zambrano --- Withhold 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against For ShrHoldr In this case, the company fails to meet all of the aforementioned corporate governance and performance criteria. Specifically, shareholders may not call special meetings and may not act by written consent. With regard to the company's performance, IBM's shareholder returns have underperformed those of its industry peers and the index for the one- and three-year periods. Accordingly, the proposal warrants shareholder support. 4 Evaluate Age Discrimination in Retirement Plans Against Against ShrHoldr ISS believes the scope of the proponent's proposal is overly broad since it asks that all employees be allowed to choose participation in the plan, which could be costly to shareholders. Accordingly, we recommend a vote AGAINST this proposal. 5 Time-Based Equity Awards Against For ShrHoldr ISS believes that pension fund income can distort true operating performance, which may be the basis for determining executive bonuses and performance-related pay rather than gains from defined benefit plans. Shareholders should therefore support proposals that would exclude pension credits from calculations of executive compensation as this provides a cleaner measure for assessing actual performance. Furthermore, the company is not precluded from including pension credits from calculations of executive pay in the future. Adopting this practice is a matter of good corporate governance practice. 6 Increase Disclosure of Executive Compensation Against For ShrHoldr Therefore, while ISS does not necessarily support the specific minimum of $2,000 detailed in the resolution, ISS supports the spirit of this shareholder proposal and encourages the company's compliance with the request for full and transparent compensation disclosure. 7 Report on Outsourcing Against Against ShrHoldr In this case we note that IBM does outsource some positions to foreign markets where the company has determined that such actions would ultimately benefit the company and increase shareholder value. Further we note that several of the company's peers and competitors have outsourced similar jobs. Additionally, detailed disclosure on the company's policies regarding job outsourcing may not provide benefits to shareholders commensurate with the cost of preparing this report. As such, we do not recommend support for the proposal at this time. 8 Implement/ Increase Activity on the China Principles Against Against ShrHoldr ISS will continue to monitor the allegations of human rights violations at IBM facilities in China; however, we question the value of committing to adopt and implement the China Principles in addition to the policies that IBM already has implemented globally to address work-place labor rights concerns. In our opinion, another set of guidelines that apply only to operations in China could confuse or complicate the implementation of IBM's overarching policies related to workplace labor rights. Additionally, many aspects of the China Principles are already addressed in the exiting guidelines for corporate operations and vendor/supplier relationships. Therefore, we do not believe shareholder support for the resolution is necessary at this time. 9 Report on Political Contributions Against Against ShrHoldr In this case, IBM has established a policy that explicitly prohibits direct or indirect contributions to political entities or intermediaries that support political activities. Without information to suggest that IBM is not complying with this policy, ISS questions the value to shareholders of additional reporting on this subject. Therefore, we do not recommend shareholder support for this resolution. 10 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 11 Adopt Simple Majority Vote Against For ShrHoldr While the IBM board has not taken action to adopt a supermajority standard, a supermajority standard is the default under New York's Business Corporation Law for certain transactions, such as mergers. This proposal asks the company to take steps necessary for a simple majority vote to apply on each issue. The board, in this case, could put to shareholders for approval an amendment to its certificate of incorporation to require a lesser voting threshold. Therefore, we believe this proposal is relevant, and we support the proposal. 05/09/06 - AInternational Flavors & Fragrances Inc. 459506101 03/21/06 1,257 *IFF* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 03/07/06 - AInternational Game Technology *IGT* 459902102 01/09/06 5,243 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 4.85 percent is within the allowable cap for this company of 8.85 percent. Additionally, this plan expressly forbids repricing. 3 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 4 Ratify Auditors For For Mgmt 05/08/06 - AInternational Paper Co. *IP* 460146103 03/16/06 7,632 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 4 Sustainable Forestry Report Against Against ShrHoldr ISS notes that the company has disclosed significant information on its policies and initiatives to shareholders through its public reports and corporate websites. While this information does not provide a feasibility study of adopting FSC certification or increasing its use of post consumer recycled wood fiber, it does provide shareholders with a clear picture of the company's policies and the value of sustainable forestry programs for the company. Additionally, International Paper's website provides some discussion specifically related to both the Canadian Boreal Forest and its operations in the southern United States. Finally, we believe that management should be provided some degree of flexibility to determine the use of recycled wood fiber in its products that best serves the company's customer base and International Papers financial objectives. Considering these factors, ISS questions the value to shareholders of an additional assessment specifically considering replacing its existing certification initiatives with FSC certification, and increasing the use of recycled wood fiber. Therefore, we would encourage the company to continue to monitor consumer and retailer preferences for specific certification programs and products containing post consumer recycled wood fiber; however, in light of the company's current disclosure and concerns over the utility of this report to shareholders, we do not recommend support for this resolution. 5 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 12/16/05 - AIntuit Inc. *INTU* 461202103 10/24/05 2,684 1 Elect Directors For Split Mgmt 1.1 Elect Director Stephen M. Bennett --- For We recommend a vote FOR the directors with the exception of Stratton D. Sclavos, from whom we recommend shareholders WITHHOLD votes for sitting on more than three boards while serving as CEO of VeriSign, Inc. 1.2 Elect Director Christopher W. Brody --- For 1.3 Elect Director William V. Campbell --- For 1.4 Elect Director Scott D. Cook --- For 1.5 Elect Director L. John Doerr --- For 1.6 Elect Director Donna L. Dubinsky --- For 1.7 Elect Director Michael R. Hallman --- For 1.8 Elect Director Dennis D. Powell --- For 1.9 Elect Director Stratton D. Sclavos --- Withhold 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 10.19 percent is within the allowable cap for this company of 12.48 percent. Additionally, this plan expressly forbids repricing. 08/11/05 - SiShares Trust 464287200 04/25/05 8,390 1 Elect Directors For For Mgmt 2 Approve Change of Fundamental Investment Policy - For For Mgmt Senior Securities Historically, most amendments to a fund's fundamental restrictions have not been significant enough to alter a fund's investment strategy. That said, with the elimination of certain fundamental restrictions such as those that involve hedging tactics, there is an increased risk to a shareholder's investment. However, since the fundamental investment objective is the rule that governs all of a fund's investment strategies, specific restraints are placed on riskier practices by virtue of the investment objective, which remains unchanged. As a result, ISS generally approves of amendments or the elimination of certain fundamental restrictions, which as a result of changes in SEC policy and state securities laws, are outdated or obsolete, and therefore unfairly hamstring a fund that was created prior to the changes in regulatory law. 3 Approve Change of Fundamental Investment Policy - For For Mgmt Lending 4 Approve Change of Fundamental Investment Objective to For For Mgmt Non-fundamental Although historically most amendments to a fund's limitations have not been significant enough to change the fundamental investment strategy, this has been changing in recent years. Some funds have sought to avoid investment restrictions by reclassifying some of their investment restrictions as non-fundamental, thereby removing the shareholder approval requirement. Other funds have sought shareholder approval to make non-fundamental the fundamental investment objective, the one clear goal around which the other restrictions are constructed. The funds' fundamental investment objectives are the central purpose that all of the other investment policies in the funds' bylaws and charter are created to support. Without firm investment objectives, the funds' goals and intents, which initially attracted investors to a particular fund, could change radically. The investment objective of each iShares Fund is to seek investment results that correspond generally to the price and yield performance of a specified underlying index. The indexes used by the funds are licensed from various third party index providers. These index providers sometimes make significant changes to the construction or methodology of an index. To the extent the index construction or methodology of an index is superior to an index covering the same general market, ISS does not believe shareholder interests would be advanced by requiring a fund to incur the costs of a proxy solicitation to change the underlying index. Additionally, the board does not seek the authority to, for example, change a large-cap fund to a mid-cap fund. Rather, the board seeks authority to change from one index to another index representing the same general market segment and objective. ISS does not view the change as one that would have a significant material impact on the funds' operation. The investment objectives currently remain unchanged and the funds will continue to invest in a similar fashion. Therefore, ISS supports this proposal. 5 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/09/06 - AITT Corp. *ITT* 450911102 03/17/06 2,874 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Change Company Name For For Mgmt Because it is unlikely that the name change would have a negative financial impact on the company, ISS recommends supporting the proposal. 05/19/06 - AJ. C. Penney Co., Inc (HLDG CO) *JCP* 708160106 03/20/06 3,614 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 4 Performance-Based Equity Awards Against Against ShrHoldr While the company's annual and long-term incentives are not benchmarked against a peer group, the company has disclosed the performance criteria and hurdle rates. For the annual incentive program, the company performance payout factor is 1.55 in 2005. The company further disclosed the specific measures that the named executive officers must need in order to receive the payout. The company must exceed its sales plan by 1% and its operating profit plan by over 11%. For the 2006 long-term incentive program, the company has issued stock options and performance-based restricted stock units. Although the stock options are not indexed or premium-priced, the performance-based restricted stock units are contingent upon the company meeting an EPS target of $4.26. These performance-based restricted stock units are subject to further time vesting. Dividend equivalents on the restricted stock will be paid upon the achievement of the performance goal. A substantial portion of an executive's long-term incentives is performance-based according to ISS' policy. ISS believes that the company has provided sufficient disclosure for shareholders to assess the correlation between pay and performance. Therefore, ISS believes that this proposal does not warrant shareholder support at this time. 01/19/06 - AJabil Circuit, Inc. *JBL* 466313103 11/28/05 2,547 1 Elect Directors For Split Mgmt 1.1 Elect Director Laurence S. Grafstein --- For We recommend a vote FOR the directors with the exception of Frank A. Newman. We recommend that shareholders WITHHOLD votes from Frank A. Newman for sitting on more than three boards. 1.2 Elect Director Mel S. Lavitt --- For 1.3 Elect Director Timothy L. Main --- For 1.4 Elect Director William D. Morean --- For 1.5 Elect Director Lawrence J. Murphy --- For 1.6 Elect Director Frank A. Newman --- Withhold 1.7 Elect Director Steven A. Raymund --- For 1.8 Elect Director Thomas A. Sansone --- For 1.9 Elect Director Kathleen A. Walters --- For 2 Amend Omnibus Stock Plan For Against Mgmt V. Vote Recommendation On January 28, 2005, the Company's compensation committee approved accelerating the vesting of most out-of-the-money, unvested stock options held by current employees, including executive officers and directors. The decision to accelerate vesting of these options was made primarily to avoid recognizing compensation cost in the statement of earnings in future financial statements upon the effectiveness of SFAS 123R. It is estimated that the maximum future compensation expense that will be avoided, based on Jabil's implementation date for FAS 123R of September 1, 2005, will be approximately $96 million. While this action is not against the rules, ISS notes that it is a way to avoid earning charge that might otherwise be quite significant. The total cost of the company's plans of 10.52 percent is within the allowable cap for this company of 12.45 percent. Although the plan expressly forbids repricing of stock options without prior shareholder approval, it permits buy out of stock options for cash. Specifically, the "Administrator may at any time offer to buy out, for a payment in cash or shares, an award previously granted, based on such terms and conditions as the Administrator shall establish and communicate to the Grantee at the time that such offer is made." The company does not permit repricing in the form of lowering an exercise price of an outstanding option or accepting the surrender of an outstanding stock option and authorizing the grant of stock option with a lower exercise price in substitution for the surrendered stock option. However, the administrator may buy out outstanding stock options for cash. The difference here is the replacement vehicle is not in the form of an equity instrument but in cash. ISS views the buy out of stock options for payment in cash as an alternative form of repricing. ISS has no issues with buyout provisions as long as it is put to shareholder vote. 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 5 Ratify Auditors For For Mgmt 6 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/25/06 - AJanus Capital Group Inc. *JNS* 47102X105 02/27/06 3,357 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 12/01/05 - AJDS Uniphase Corp. *JDSU* 46612J101 10/11/05 444 1 Elect Directors For For Mgmt 2 Approve Reverse Stock Split For For Mgmt Because the company's authorized shares will be reduced in connection with the reverse split, thus limiting further dilution to shareholders, we recommend a vote FOR this proposal. 3 Ratify Auditors For For Mgmt 03/20/06 - SJefferson-Pilot Corp. 475070108 02/03/06 2,085 1 Approve Merger Agreement For For Mgmt Since Lincoln National's stock price has appreciated from $50.73 per share on Oct. 7, 2005, the last trading day prior to announcement, to $55.64 per share as of March 3, 2006, the consideration that Jefferson Pilot shareholders will receive as a result of the consummation of the merger has also increased. Management and the board of directors viewed the following factors as deciding before approving the merger transaction: 1. The strategic nature of the merger, which will combine highly complementary businesses to create a resulting company with leadership positions in life, annuity and group market benefits; 2. Because the exchange ratio for the stock is fixed, the opportunity for Jefferson-Pilot shareholders who receive LNC common stock as merger consideration to benefit from any increase in the trading price of LNC common stock between the announcement of the merger and the closing of the merger; and 3. The analysis of the business, operations, financial condition, earnings and prospects for both Jefferson-Pilot and LNC, including the results of Jefferson-Pilot's due diligence review of LNC and its business. Based on our review of the terms of the transaction and the factors described above, in particular the premium shareholders will receive based on the offer price as of March 3, 2006, we believe that the merger agreement warrants shareholder support. 2 Adjourn Meeting For For Mgmt 04/27/06 - AJohnson & Johnson *JNJ* 478160104 02/28/06 46,292 1 Elect Directors For For Mgmt 2 Amend Articles to Remove Antitakeover Provision For For Mgmt ISS supports any reduction of a company's voting requirements. We believe that the proposed amendment is in shareholders' best interest as it represents an improvement in the company's corporate governance structure. 3 Ratify Auditors For For Mgmt 4 Disclose Charitable Contributions Against Against ShrHoldr In this case, we note that the company discloses a significant amount of the information requested by the proponent on the corporate website. Therefore, considering the existing level of disclosure, ISS does not believe that the additional disclosure requested by the proponents will provide meaningful benefit to shareholders commensurate with the administrative cost and burden of producing the reports. 5 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, in a case where a company has in place certain unfavorable governance provisions, as indicated above, we do not believe the resignation policy is a sufficient alternative to the proposed majority voting standard. The company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. Further, with regard to management's concern that the proposal does not consider potential board vacancies, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 01/25/06 - AJohnson Controls, Inc. *JCI* 478366107 11/17/05 2,851 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 05/23/06 - AJones Apparel Group, Inc. *JNY* 480074103 03/24/06 1,783 1 Elect Directors For For Mgmt 1.1 Elect Director Peter Boneparth --- For We recommend a vote FOR the directors. 1.2 Elect Director Sidney Kimmel --- For 1.3 Elect Director Howard Gittis --- For 1.4 Elect Director Anthony F. Scarpa --- For 1.5 Elect Director Matthew H. Kamens --- For 1.6 Elect Director J. Robert Kerrey --- For 1.7 Elect Director Ann N. Reese --- For 1.8 Elect Director Gerald C. Crotty --- For 1.9 Elect Director Lowell W. Robinson --- For 1.10 Elect Director Allen I. Questrom --- For 2 Ratify Auditors For For Mgmt 05/16/06 - AJPMorgan Chase & Co. *JPM* 46625H100 03/17/06 54,448 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Put Repricing of Stock Options to Shareholder Vote Against Against ShrHoldr ISS believes that taking away the company's ability to grant stock options is an arbitrary and excessively restrictive proposal that could potentially prohibit the company from compensating employees based upon their individual and company-wide performance. Being unable to issue stock options could hinder the company's ability to attract and retain competent executive officers. Moreover, under the company's corporate governance guidelines and existing equity plans, the company is prohibited from repricing options without shareholder proposal. As such, ISS does not feel that shareholder support of this proposal is warranted. 4 Performance-Based Equity Awards Against For ShrHoldr In this case, ISS does not believe the proposal is overly restrictive, nor does it appear that a substantial portion of the company's equity awards are truly performance-based with some inherent risk of forfeiture. Therefore, we recommend a vote FOR this proposal. 5 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 6 Remove Reference to Sexual Orientation from EEO Against Against ShrHoldr Statement Therefore, considering potential benefits that may be associated with JP Morgan' existing policy, and the absence of information suggesting that there are significant costs or negative impacts associated with including reference to sexual orientation in the EEO statement, we do not believe shareholder support for this resolution is warranted. 7 Amend Articles/Bylaws/Charter -- Call Special Meetings Against For ShrHoldr The proposal seeks to provide shareholders with the right to call special meetings which we believe is in the best interests of shareholders. We note that the proposal limits the right to call a special meeting to an aggregate of at least 25 percent of the outstanding shares. 8 Report on Lobbying Activities Against For ShrHoldr ISS questions some aspects of this resolution, specifically the value of attempting to prioritize initiatives by quantifying the potential impact on shareholder value that each issue may have. However we do believe that shareholders should have some disclosure into the company's public policy initiatives including the overarching business rationale for such activities. Furthermore, while the proponent places particular emphasis on environmental policies and litigation reform in his supporting statements we note that the resolution is requesting broader disclosure on the company's public policy activities. We believe that such information could be collected without unnecessary cost or burden to the company and may be beneficial to shareholders by providing increased insight into the company's public policy activity. As such, we recommend that shareholders vote FOR this resolution. 9 Report on Political Contributions Against For ShrHoldr In the case of JP Morgan, ISS notes that the company briefly discusses the right of employees to be involved in the political process as private citizens in its code of conduct. While JP Morgan's Code of Conduct does discuss the company's oversight and approval process related to corporate contributions, this disclosure does not address the company's overarching business rationale for such contributions or the administration of JP Morgan's PACs. We believe that such information could be disclosed in a manner that would inform shareholders of the company's approach to public policy without unnecessarily disclosing its strategic initiatives. Therefore, while ISS believes that some aspects of this resolution may be overly restrictive or burdensome, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote FOR this resolution. 10 Approve Terms of Existing Poison Pill Against Against ShrHoldr In the case of JPMorgan Chase, we note that a formal policy regarding the adoption of a pill has been established in response to shareholder concerns. We believe that the 12-month period is a reasonable time period to seek shareholder approval and the request of reducing it to four-month appears to be unreasonable. ISS believes that the company has taken a step towards better corporate governance by adopting this policy. Therefore, ISS does not support this proposal. 11 Provide for Cumulative Voting Against For ShrHoldr In this case, the company fails to meet all of the aforementioned corporate governance criteria, specifically it does not provide shareholder right to call special meetings or act by written consent. Accordingly, the proposal warrants shareholder support. 12 Claw-back of Payments under Restatements Against Against ShrHoldr Because the board has adopted a policy which clearly communicates its intent that, in the event of unacceptable reasons for restatements, it would seek to recover the bonus paid out to the responsible executive, we feel the board has addressed the issues raised by this proposal. 13 Require Director Nominee Qualifications Against Against ShrHoldr Given that the company already has acceptable governance standards in place with respect to director qualifications and fully independent key board committees, adopting a policy as suggested by the proponent appears unwarranted and would not add additional value to shareholders at this time. 04/06/06 - AKB Home *KBH* 48666K109 02/14/06 1,218 1 Elect Directors For For Mgmt 2 Reduce Authorized Common Stock For For Mgmt We believe this proposal is in shareholders' best interests because it would limit future dilution of their investment and would fulfill the company's prior commitment to shareholders. 3 Amend Omnibus Stock Plan For For Mgmt ISS would have recommended an AGAINST vote to this proposal if it had requested additional shares under the 1999 Incentive Plan. However, an AGAINST vote would not benefit shareholders since the company would lose the tax deductibility for performance based cash and equity awards. Furthermore, the overall plan amendments represent an improvement to the plan. In the future, ISS would consider voting AGAINST any equity compensation plans on the ballot if the company did not address the above expressed concerns. 4 Ratify Auditors For For Mgmt 04/21/06 - AKellogg Co. *K* 487836108 03/01/06 3,996 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Sustainability Report Against Against ShrHoldr Conclusion ISS recognizes that Kellogg's disclosure on its website does not fully meet the criteria established by the proponents in this resolution. Specifically, the company's metrics are not based on GRI guidelines and it does not provide a distinct definition for sustainability. That said, the company does address many of the key issues seen in a typical EHS or sustainability report on the segment of its website dedicated to Social Responsibility and in Kellogg's Global Code of Ethics. Through these two sources, Kellogg discusses its policies and initiatives related to diversity, workplace health and safety, community involvement, and the environment. Additionally, the company provides some broad disclosure on its processes to measure performance and compliance. As such, ISS would encourage the company to increase its level of transparency related to social and environmental performance and consider the potential benefits of structuring its reporting along established guidelines such as GRI. However, we believe that its existing disclosure generally informs shareholders of Kellogg's policies and serves as a commitment to sustainable development of the company's operations. Therefore, we do not recommend shareholder support for this resolution. 05/09/06 - AKerr-McGee Corp. *KMG* 492386107 03/10/06 1,805 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Establishment of An Office of the Board of Directors Against Against ShrHoldr Because the company has taken steps to establish a communication structure that goes beyond the exchange requirements and has effectively disclosed information with respect to this structure to its shareholders, we do not believe support for this proposal is warranted at this time. 05/11/06 - AKeyCorp *KEY* 493267108 03/14/06 6,345 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/06 - AKimberly-Clark Corp. *KMB* 494368103 02/27/06 7,269 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 4 Adopt ILO Standards Against Against ShrHoldr Conclusion In this case, Kimberly-Clark provides substantial information on the company website regarding environmental sustainability, community involvement, and equal employment opportunity. The company's sustainability report also addresses workplace labor rights issues including child labor, prison labor, indentured labor, freedom of association, the right to bargain collectively, and freedom from discrimination. In addition to these key ILO conventions, the company also discusses information on fair wages and compensation. Beyond these labor rights issues, Kimberly-Clark's website and other public documents discuss vendor compliance and methods for reporting violations in the company's code of conduct. ISS notes that Kimberly-Clark's sustainability report substantially addresses each of the key ILO conventions set forth by the proponent. Moreover, the company does not appear to be the subject of any recent, significant litigation related to its workplace labor rights policies. As such, we do not believe that shareholder support for this resolution is warranted. 5 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS notes that the proposal is not intended to limit the judgment of the board. The board would retain the discretion to address the status of incumbent directors who failed to receive a majority vote under a majority vote standard, and whether a plurality vote standard would be more appropriate in director elections when the number of director nominees exceeds the available board seats. 6 Report on Feasibility of Phasing Out the Use of Against Against ShrHoldr Non-certified Wood Fiber Conclusion In this case, ISS notes that the proponent is requesting a feasibility study rather than a commitment to use only FSC certified fibers within a ten-year period; however, we question the benefit that shareholders may derive from this additional disclosure. The company has made its policies regarding certification readily available on Kimberly-Clark's corporate website and has provided information in its public filings, website, and sustainability report discussing the company's rationale behind for the adoption of these policies. ISS believes that this disclosure provides Kimberly-Clark's shareholders with sufficient information to understand the company's policies and evaluate the potential for associated risk to their investment. Therefore, ISS does not believe shareholder support for the resolution is warranted at this time. 05/09/06 - AKinder Morgan, Inc. *KMI* 49455P101 03/10/06 1,637 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 3.22 percent is within the allowable cap for this company of 5.00 percent. Additionally, this plan expressly forbids repricing. 3 Approve Nonqualified Employee Stock Purchase Plan For For Mgmt Employee stock purchase plans enable employees to become shareholders, which gives them a stake in the company's growth. Stock purchase plans are beneficial only when they are well balanced and in the best interests of all shareholders. From a shareholder's perspective, a discount is given for the purchase of option and there are caps placed on the employee's contribution (expressed as a fixed dollar amount of compensation which may exclude bonus, commissions or special compensation). There is minimum dilution associated with the plan since shares of company stock are purchased on the open market with mainly employee contributions. 4 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the proposed amendment isnable. 5 Ratify Auditors For For Mgmt 05/25/06 - AKing Pharmaceuticals Inc. *KG* 495582108 03/31/06 3,779 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt The requested increase of 300,000,000 shares is below the allowable threshold of 405,000,000 shares. 3 Ratify Auditors For For Mgmt 4 Declassify the Board of Directors Against For ShrHoldr 11/04/05 - AKLA-Tencor Corp. *KLAC* 482480100 09/06/05 2,866 1 Elect Directors For For Mgmt 1.1 Elect Director Kenneth Levy --- For We recommend a vote FOR the directors. 1.2 Elect Director Jon D. Tompkins --- For 1.3 Elect Director Lida Urbanek --- For 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For Mgmt 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS views the debate over the current director election system as useful and timely. A variety of reform measures should be considered. We believe it is important to have a discussion over the merits and flaws of the current director election system in the U.S. The arguments against a majority vote requirement raise serious issues. Therefore, we support the majority vote principle but we believe that boards should have wide latitude in designing a workable standard. If this proposal were presented as a binding agenda item, we would carefully consider the ramifications of implementation. If a company were to receive majority shareholder support on this proposal, we would look to the company to create a workable model for its own election system. In supporting this precatory proposal, we advocate that the director election system give full effect to the shareholder franchise. Perhaps with support for this proposal, coupled with continued debate on election reforms, the director election system can evolve to the next level. 06/26/06 - AKnight-Ridder, Inc. *KRI* 499040103 05/08/06 1,046 1 Approve Merger Agreement For For Mgmt In our analysis we considered: 1) that the major shareholders pushed for the sale of the company; 2) there was an extensive auction process; 3) the price received represented a premium of 28 percent over the stock price the day prior to the announcement of a possible proxy contest by the major shareholder; 4) there are risks following the merger derived from the increased leverage at McClatchy. Based on our review of the terms of the transaction and the factors described above, we believe that the merger agreement warrants shareholder support. 2 Adjourn Meeting For For Mgmt Where ISS is supportive of the underlying merger proposal, we are supportive of a narrowly-tailored adjournment proposal that seeks adjournment solely to solicit additional proxies to approve the transaction. 3 Elect Directors For For Mgmt 4 Ratify Auditors For For Mgmt 5 Procedure for Future Sale or Disposition of Company Against Against ShrHoldr Newspapers This provision proposed would make it more difficult to take action with respect to the future sale of the company's newspapers, which might not be in shareholders best interests. As such, we recommend that shareholders vote against this item. 04/26/06 - AKohl's Corp. *KSS* 500255104 03/01/06 5,365 1 Elect Directors For For Mgmt 1.1 Elect Director Jay H. Baker --- For We recommend a vote FOR the directors. 1.2 Elect Director Steven A. Burd --- For 1.3 Elect Director Kevin Mansell --- For 1.4 Elect Director Peter M. Sommerhauser --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system gives full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. The company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. Further, the proposal provides for a carve-out for plurality voting in the event of a contested election. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 04/25/06 - AL-3 Communications Holdings, Inc. *LLL* 502424104 03/17/06 1,869 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 05/10/06 - ALeggett & Platt, Inc. *LEG* 524660107 03/06/06 2,863 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend EEO Statement to Prohibit Discrimination Based on Against For ShrHoldr Sexual Orientation Conclusion In this case, Leggett & Platt states that it will be exposed significant costs associated with paying domestic partner benefits and/or frivolous lawsuits if the company specifically adds sexual orientation to the list of protected categories on its EEO statement. ISS agrees that management should be provided the flexibility to determine the most appropriate benefits programs to offer its employees; however, we note that this resolution deals specifically with amending the company's EEO policy, not with the company's policies related to employee benefits. Furthermore, a significant number of manufacturing companies, and the majority of the companies in the Fortune 500, include such language in their EEO statements without any apparent negative results. Finally, the company does not appear to be the subject of any recent, significant litigation related to discrimination based on sexual orientation. However, the fact that the company's stated EEO policy is less inclusive than policies seen at some industry peers, or at other companies of comparable size, could limit Leggett & Platt's access to certain market segments or pools of potentially qualified employees. As such, ISS recommends that shareholders support this resolution. 04/05/06 - ALehman Brothers Holdings Inc. *LEH* 524908100 02/10/06 4,168 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt The requested increase of 600,000,000 shares is below the allowable threshold of 750,000,000 shares. 4 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 03/30/06 - ALennar Corp. *LEN* 526057104 02/06/06 2,137 1 Elect Directors For Split Mgmt 1.1 Elect Director Steven L. Gerard --- Withhold We recommend shareholders vote FOR Sidney A. Lapidus but WITHHOLD votes from Steven L. Gerard for sitting on more than three boards while serving as a CEO and for poor compensation practices. 1.2 Elect Director Sidney Lapidus --- For 2 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 3 Performance-Based and/or Time-Based Equity Awards Against Against ShrHoldr While ISS supports the concept of performance-based pay, we believe that this shareholder proposal, which requires that all future stock option grants to senior executives be indexed, is overly restrictive. 04/27/06 - ALexmark International, Inc. *LXK* 529771107 03/03/06 1,806 1 Elect Directors For Split Mgmt 1.1 Elect Director Michael J. Maples --- For We recommend a vote FOR the directors with the exception of independent outsider Stephen R. Hardis. We recommend that shareholders WITHHOLD votes from Stephen R. Hardis for sitting on more than six boards. 1.2 Elect Director Stephen R. Hardis --- Withhold 1.3 Elect Director William R. Fields --- For 1.4 Elect Director Robert Holland, Jr. --- For 2 Ratify Auditors For For Mgmt 05/22/06 - ALimited Brands *LTD* 532716107 04/05/06 5,436 1 Elect Directors For For Mgmt 03/20/06 - SLincoln National Corp. *LNC* 534187109 02/03/06 2,695 1 Issue Shares in Connection with an Acquisition For For Mgmt Since Lincoln National's stock price has appreciated from $50.73 per share on Oct. 7, 2005, the last trading day prior to announcement, to $55.64 per share as of March 3, 2006, the consideration that Jefferson Pilot shareholders will receive as a result of the consummation of the merger has also increased. Management and the board of directors viewed the following factors as deciding before approving the merger agreement: 1. The LNC board of directors believes that the merger is expected to result in a company that will be one of the leading financial services companies in the nation with significant scale and reach in the life insurance, annuity and employer sponsored markets; 2. The merger is expected to create more robust top-line growth as the resulting company will have a broader product portfolio and greater distribution penetration; 3. The merger will result in a company that, because of increased size and economies of scale, will have greater capital flexibility, a greater ability to respond to competitive pressures and an enhanced ability to compete profitably; and 4. Management's assessment that the proposed merger was likely to meet certain criteria they deemed necessary for a successful merger, such as that Jefferson-Pilot is a strategic fit with LNC and that the merger and the related transactions represent acceptable execution risk and the potential for financial benefits to LNC and LNC shareholders. Based on our review of the terms of the transaction and the factors described above, in particular the positive market reaction from the initial announcement to date, we believe that the share issuance warrants shareholder support. 2 Adjourn Meeting For For Mgmt 06/09/06 - ALincoln National Corp. *LNC* 534187109 04/18/06 4,595 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 11/02/05 - ALinear Technology Corp. *LLTC* 535678106 09/06/05 4,454 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert H. Swanson, Jr. --- For We recommend a vote FOR the directors with the exception of independent outsider David S. Lee. We recommend that shareholders WITHHOLD votes from David S. Lee for sitting on more than three boards. 1.2 Elect Director David S. Lee --- Withhold 1.3 Elect Director Lothar Maier --- For 1.4 Elect Director Leo T. McCarthy --- For 1.5 Elect Director Richard M. Moley --- For 1.6 Elect Director Thomas S. Volpe --- For 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.13 percent is within the allowable cap for this company of 12.53 percent. Additionally, this plan expressly forbids repricing. 3 Approve Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 4 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Ratify Auditors For For Mgmt 05/18/06 - ALiz Claiborne, Inc. *LIZ* 539320101 03/20/06 1,659 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS Analysis and Vote Recommendation ISS believes that proposals seeking majority vote requirements in boardroom elections generally warrant support. Director accountability is the hallmark of good governance. The board election process must ensure that shareholders' expressions of dissatisfaction with the performance of directors have meaningful consequences. A majority vote standard transforms the director election process from a symbolic gesture to a meaningful voice for shareholders. ISS views the current debate over the director election system in the U.S. as useful and timely and believes a variety of reform measures should be considered. On balance, we support adoption of the majority vote principle for electing directors but we believe that boards should have some latitude in designing a workable standard at this stage in the debate. If this proposal were presented as a binding agenda item, we would carefully consider the ramifications of implementation at the company. Moreover, if a company were to receive majority shareholder support on this proposal, we would look to the board to present a meaningful response to shareholders by creating a workable model for its own election system that is practical yet provides real accountability for shareholders. In response to this debate, several companies like Intel and Dell have adopted standards that give shareholders greater input in the process of director election, providing for a legal standard that keeps a newly appointed director off the board and requiring resignation in case of incumbent directors. Also, numerous companies have, as an alternative, adopted plurality system based director resignation policies. In a December 2005 document entitled "Majority Elections: Questions and Answers on ISS 2006 Voting Policy", ISS noted that many companies have adopted director resignation policies which are intended to mitigate shareholder concerns about plurality voting standards. However, these resignation policies leave the power in the hands of the board to make a determination on the status of the director who fails to win shareholders' support. ISS' policy provides that three factors be considered when evaluating a majority voting proposal: (1) what measures the company has taken to address the director election issue; (2) why such measures provide a meaningful alternative to the majority voting standard (the burden of proof is on the board to articulate to shareholders why the alternative to a full majority-voting standard is the best structure at this time for boosting directors' accountability to shareholders); and (3) the company's governance features and history of accountability to shareholders. Note that the specific factors cited above are meant as a starting-point for formulating a policy on this issue. These elements are meant to provide boards with some broad guidance as to the 'bare minimum requirements' that directors must meet in order for ISS to even consider whether their proposed 'alternative' is equal to or better than a majority voting proposal. In this case, as mentioned above, Liz Claiborne has a director resignation policy in place which provides that any director who receives more "withheld" votes than "for" votes shall offer his or her resignation promptly after the votes are certified. The board of directors shall evaluate the relevant facts and circumstances, including whether the underlying cause(s) of the majority withheld vote can be cured, and shall make a decision, within 30 days after the election, on whether to accept the tendered resignation. The company provided the possible uncertainties of the shareholder proposal and laid out the reasons as to why the board resignation policy is a meaningful alternative to the proposed majority vote standard. Per the proxy, the board believes that the amendment to the governance documents at this time could result to uncertainties and gaps in the company's director election process. Nevertheless, to date, ISS notes that many companies have adopted a majority voting standard. With regard to Liz Claiborne governance features and accountability to shareholders, we note that Liz Claiborne does have certain negative governance provisions. For example, under the company's certificate of incorporation, a supermajority vote of shareholders is required to amend certain provisions of the charter or bylaws, shareholders may not act by written consent, shareholders may not call special meetings, the board may amend the bylaws without shareholder approval, and the company has a classified board. ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 04/27/06 - ALockheed Martin Corp. *LMT* 539830109 03/01/06 5,564 1 Elect Directors For Split Mgmt 1.1 Elect Director E.C. Aldridge, Jr. --- For We recommend a vote FOR the directors with the exception of Nolan D. Archibald, from whom we recommend shareholders WITHHOLD votes for sitting on more than three boards while serving as a CEO. 1.2 Elect Director Nolan D. Archibald --- Withhold 1.3 Elect Director Marcus C. Bennett --- For 1.4 Elect Director James O. Ellis, Jr. --- For 1.5 Elect Director Gwendolyn S. King --- For 1.6 Elect Director James M. Loy --- For 1.7 Elect Director Douglas H. McCorkindale --- For 1.8 Elect Director Eugene F. Murphy --- For 1.9 Elect Director Joseph W. Ralston --- For 1.10 Elect Director Frank Savage --- For 1.11 Elect Director James M. Schneider --- For 1.12 Elect Director Anne Stevens --- For 1.13 Elect Director Robert J. Stevens --- For 1.14 Elect Director James R. Ukropina --- For 1.15 Elect Director Douglas C. Yearley --- For 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt The elimination of preferred stock is in shareholders' best interests because the rights and claims of preferred stockholders are often different and preferential to those of common shareholders. Further, ISS maintains that a simple majority of voting shares should be sufficient to effect changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking amendments that are in shareholders' best interests. ISS commends the company for proposing the elimination of the two supermajority vote requirements listed above. 5 Increase Disclosure of Executive Compensation Against Against ShrHoldr ISS believes that the proponent's argument for additional disclosure is not compelling and the benefits of such disclosures are unclear. In addition, the additional disclosures are not required by the SEC and could provide competitors with sensitive compensation information that could place the company at a potential disadvantage regarding hiring and retaining executive talent. 6 Adopt Simple Majority Vote Requirement Against For ShrHoldr As noted above, ISS maintains that a simple majority of voting shares should be sufficient to effect any changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking amendments that are in shareholders' best interests. While ISS commends the company for proposing the elimination of two supermajority vote requirements in Item 4 above, we note that Section 6 of the charter would still provide that an 80-percent vote be required to amend or repeal the Article XIII of the charter. ISS believes that all such supermajority voting provisions should be removed from the charter, as called for in this shareholder proposal. 7 Report Equal Employment Opportunity Information Against For ShrHoldr In this case, the proponents are asking the company to disclose information about the company's equal employment policies and programs, the minority composition of the workforce, policies aimed at increasing women and minority managers, and policies regarding supporting minority owned businesses and suppliers. ISS notes that Lockheed Martin has been involved in some controversy related to its failure to act on racial discrimination at one of its facilities; however, it does not appear to be the subject of recent, fines or litigation related to discrimination. The company discloses a significant amount of general information regarding its diversity initiatives on its website; however, this information does not include data on workforce diversity. Based on the information already provided by the company, this additional level of disclosure should not be overly costly or burdensome to the company, and may help showcase the value to shareholders of existing diversity initiatives at the company. As diversity issues can affect the company's bottom line and reputation, we believe that full disclosure of the type requested by this proposal could be of value to shareholders. Therefore, we recommend shareholder support for this resolution. 8 Report on Depleted Uranium Weapons Components Against Against ShrHoldr In this case, Lockheed Martin is does not appear to provide significant detailed information about its policies and procedures related to DU and nuclear components. However, the company does provide substantial information to address its environmental, health, and safety (EHS) policies on the corporate website. This information includes discussion on the company's goals and performance as well as management systems established to address EHS issues. Moreover, the company does not appear to be the subject of any recent, significant litigation or fines related to it management of DU or nuclear materials. Therefore, ISS does not believe that the potential cost and burden of providing this report will produce commensurate benefits to shareholders. As such, we do not recommend support for this resolution. 05/08/06 - ALoews Corp. 540424108 03/10/06 2,109 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against Against ShrHoldr Conclusion In this case, the company meets all of the aforementioned corporate governance and performance criteria. Loews has an annually-elected board, an independent nominating committee, confidential voting, provides shareholder with the right to call special meetings and act by written consent. The board does not have the sole discretion to change the board size, nor did any of its members receive withhold votes exceeding the minimum voting threshold described above. Further, the company delivered one-year and three-year total returns above its GICS peer group and the S&P Index 500 (See Performance Summary table above). We note that the company has a tracking stock for Carolina Group. While the company's common stock and Carolina Group tracking stock are classified as a dual-class capital structure for CGQ purposes, the tracking stock does not apply to our policy for cumulative voting proposals. Accordingly, this item does not warrant shareholder support. 4 Prohibit Smoking in Public Facilities Against Against ShrHoldr Conclusion Generally speaking, ISS believes that public agencies are the appropriate forum for discussion on tax policies or regulations regarding public smoking. Furthermore, ISS is concerned that taking active positions to support certain issues related to smoking may have a negative impact on the company's business, and questions the short-term and long-term impact on shareholder value that may result from compliance with this proposal. As such, we do not recommend shareholder support for the resolution. 05/25/06 - ALowe's Companies, Inc. *LOW* 548661107 03/31/06 12,206 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 2.68 percent is within the allowable cap for this company of 7.72 percent. Additionally, this plan expressly forbids repricing. 4 Ratify Auditors For For Mgmt 5 Company Specific--RELATING TO THE BOARD OF DIRECTORS For For Mgmt Conclusion ISS is opposed to elements of this proposal, namely 5(a) and 5(c). However, ISS considers 5(b) to be an important and fundamental change towards good governance and director accountability. Given the bundled nature of this proposal, we recommend a vote FOR this agenda. 6 Report on Wood Procurement Policy Against Against ShrHoldr Based on the company's publicly disclosed wood policy, combined with the annually updated status report on the implementation of this policy, ISS does not believe that the requested information would provide enough meaningful information to shareholders to warrant additional reporting. Therefore, we do not recommend shareholder support for this resolution. 05/11/06 - ALSI Logic Corp. *LSI* 502161102 03/17/06 6,095 1 Elect Directors For For Mgmt 2 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS generally approves of plans which: (a) comply with Section 423 of the Internal Revenue Code; (b) have a reasonable number of shares being reserved; (c) have a reasonable offering period, and; (d) place limits on participation. In this case, the plan includes an evergreen provision which allows the company to annually reserve 1.15 percent of the company's outstanding stock less the number of shares available for future grants, but not to exceed 3,000,000 shares in any fiscal year. Since the plan will expire in 2009, ISS assumes that there will be a maximum of 12,000,000 shares that may be added to the plan throughout its life aside from the requested increase of 9,000,000 shares. In conclusion, ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 3 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 4 Ratify Auditors For For Mgmt 02/15/06 - ALucent Technologies Inc. *LU* 549463107 12/19/05 65,822 1 Elect Directors For For Mgmt 1.1 Elect Director Linnet F. Deily --- For We recommend a vote FOR all directors. 1.2 Elect Director Robert E. Denham --- For 1.3 Elect Director Daniel S. Goldin --- For 1.4 Elect Director Edward E. Hagenlocker --- For 1.5 Elect Director Karl J. Krapek --- For 1.6 Elect Director Richard C. Levin --- For 1.7 Elect Director Patricia F. Russo --- For 1.8 Elect Director Henry B. Schacht --- For 1.9 Elect Director Franklin A. Thomas --- For 1.10 Elect Director Ronald A. Williams --- For 2 Ratify Auditors For For Mgmt 3 Approve Reverse Stock Split For Against Mgmt We note that this reverse stock split would substantially increase the shares available for issue. The request results in an effective increase of 9,333,333,333 shares which is above the allowable threshold of 1,233,333,000 shares. While companies may use additional shares for financings and other general purposes, we believe this reverse split, which would excessively increase the number of shares available for issue, is unwarranted. 4 Publish Political Contributions Against Against ShrHoldr In light of the potential costs associated with the requested report, we recommend that shareholders oppose this request. 5 Restoration of Retiree Benefits Against Against ShrHoldr ISS believes this proposal is not in the shareholder's best interests and recommends shareholders a vote AGAINST. 6 Performance- Based/Indexed Options Against For ShrHoldr ISS believes this shareholder proposal warrants shareholder t. 7 Exclude Pension Credit from Calculation of Incentive Against For ShrHoldr Compensation ISS recommend a vote FOR this shareholder proposal. 04/18/06 - AM & T Bank Corp. *MTB* 55261F104 02/28/06 1,241 1 Elect Directors For Split Mgmt 1.1 Elect Director Brent D. Baird --- For We recommend a vote FOR the directors with the exception of Robert T. Brady, from whom we recommend shareholders WITHHOLD votes for sitting on more than three boards while serving as a CEO. 1.2 Elect Director Robert J. Bennett --- For 1.3 Elect Director C. Angela Bontempo --- For 1.4 Elect Director Robert T. Brady --- Withhold 1.5 Elect Director Emerson L. Brumback --- For 1.6 Elect Director Michael D. Buckley --- For 1.7 Elect Director T.J. Cunningham III --- For 1.8 Elect Director Colm E. Doherty --- For 1.9 Elect Director Richard E. Garman --- For 1.10 Elect Director Daniel R. Hawbaker --- For 1.11 Elect Director Patrick W.E. Hodgson --- For 1.12 Elect Director Richard G. King --- For 1.13 Elect Director Reginald B. Newman, Ii --- For 1.14 Elect Director Jorge G. Pereira --- For 1.15 Elect Director Michael P. Pinto --- For 1.16 Elect Director Robert E. Sadler, Jr. --- For 1.17 Elect Director Eugene J. Sheehy --- For 1.18 Elect Director Stephen G. Sheetz --- For 1.19 Elect Director Herbert L. Washington --- For 1.20 Elect Director Robert G. Wilmers --- For 2 Ratify Auditors For For Mgmt 04/26/06 - AMarathon Oil Corp *MRO* 565849106 02/27/06 5,702 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 4 Eliminate Class of Preferred Stock For For Mgmt Since the Series A junior preferred stock is no longer outstanding and the rights plan in connection with which it was designated expired, we believe that the elimination of Series A junior preferred stock warrants support. We have no objection to the other proposed adminstrative changes. 5 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. In this case, the company has in place unfavorable governance provisions. Further, we note that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 6 Adopt Simple Majority Vote Requirement Against For ShrHoldr ISS Analysis and Conclusion ISS maintains that a simple majority of voting shares should be sufficient to effect changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking amendments that are in shareholders' best interests. As such, we believe that this proposal warrants shareholder support. 04/28/06 - AMarriott International Inc. *MAR* 571903202 03/07/06 2,562 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt The ability to elect directors is the single most important use of the shareholder franchise. ISS believes that all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 4 Require a Majority Vote for the Election of Directors For For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS notes that the proposal is not intended to limit the judgment of the board. The board would retain the discretion to address the status of incumbent directors who failed to receive a majority vote under a majority vote standard, and whether a plurality vote standard would be more appropriate in director elections when the number of director nominees exceeds the available board seats. 05/18/06 - AMarsh & McLennan Companies, Inc. *MMC* 571748102 03/20/06 8,476 1 Elect Directors For For Mgmt 1.1 Elect Director Leslie M. Baker, Jr. --- For We recommend a vote FOR all directors. 1.2 Elect Director Gwendolyn S. King --- For 1.3 Elect Director Marc D. Oken --- For 1.4 Elect Director David A. Olsen --- For 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 4 Report on Political Contributions Against For ShrHoldr In the case of Marsh & McLennan, ISS notes that the company briefly discusses the right of employees to be involved in the political process as private citizens in its code of conduct. While Marsh & McLennan's Code of Business Conduct and Ethics does state the company's policy requiring approval of company contributions by the relevant executive officer, this disclosure does not discuss the company's overarching business rationale for such contributions or the administration of Marsh & McLennan's PACs. We do note that Marsh & McLennan's contributions may not appear significant relative to the size of the firm's assets; however, we believe that public perception, controversy, and/or litigation stemming from a company's political involvement can lead to costs that exceed the amount initially contributed. Therefore, while ISS believes that some aspects of this resolution may be overly restrictive or burdensome, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote FOR this resolution. 04/25/06 - AMarshall & Ilsley Corp. *MI* 571834100 03/01/06 3,255 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.92 percent is within the allowable cap for this company of 7.25 percent. Additionally, this plan expressly forbids repricing. 4 Declassify the Board of Directors Against For ShrHoldr 05/09/06 - AMasco Corp. *MAS* 574599106 03/15/06 6,595 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/06 - AMattel, Inc. *MAT* 577081102 03/16/06 6,283 1 Elect Directors For Split Mgmt 1.1 Elect Director Eugene P. Beard --- For We recommend a vote FOR the directors with the exception of independent outsider Ronald L. Sargent. We recommend that shareholders WITHHOLD votes from Ronald L. Sargent for sitting on more than three boards. 1.2 Elect Director Michael J. Dolan --- For 1.3 Elect Director Robert A. Eckert --- For 1.4 Elect Director Tully M. Friedman --- For 1.5 Elect Director Dominic Ng --- For 1.6 Elect Director Andrea L. Rich --- For 1.7 Elect Director Ronald L. Sargent --- Withhold 1.8 Elect Director Christopher A. Sinclair --- For 1.9 Elect Director G. Craig Sullivan --- For 1.10 Elect Director John L. Vogelstein --- For 1.11 Elect Director Kathy Brittain White --- For 2 Ratify Auditors For For Mgmt 3 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 4 Report Progress on Improving Work and Living Conditions Against Against ShrHoldr We believe that, despite shortcomings in certain areas, Mattel's GMP program, the associated public disclosure, and remediation as needed represents a positive approach toward proactively addressing issues related to workplace labor rights. Further, it would appear that the company has taken steps to effectively address the specific issues brought forth by this resolution. Therefore, we believe that the additional reporting requested by this resolution is unnecessary, and may be contrary to the company's existing approach of forthright disclosure and timely remediation. 5 Performance-Based Against For ShrHoldr As in the case with short-term compensation, the company discloses specific performance criteria, net operating profit after taxes less a capital charge, but fails to disclose specific hurdles rates and the associated target payouts. Performance is not benchmarked against a peer group of companies, and it is not clear whether there is a minimum level of performance that would result in no payouts being made under the plan. Shareholders are unable to assess the rigor of the performance goal without the disclosure of the hurdle rate. Further, ISS notes that the annual bonus program and the 2003 Long-Term Incentive Plan utilize net operating profit minus a charge for operating capital as an underlying financial measure for setting performance goals. Having the same performance criteria can result in a double payout for the executives. The underlying goals and motivation for a short-term incentive program should be substantially different from a long-term incentive program. As for the long-term compensation, ISS does not consider time-vested restricted stock and standard stock options to be performance-based compensation. A rise in the stock market can provide automatic gains without the executives exhibiting any demonstrated effort. The current equity awards are not performance contingent awards according to ISS' policies. Mattel is in the consumer durables and apparel business, which is a stable and mature industry. ISS believes that the proponent's pay-for-superior-performance standard can be implemented by the company given its line of business. The company's annual and long-term incentive programs do not sufficiently meet the proponent's requirements. Therefore, ISS supports this shareholder proposal. 11/10/05 - AMaxim Integrated Products, Inc. *MXIM* 57772K101 09/28/05 4,856 1 Elect Directors For Split Mgmt 1.1 Elect Director James R. Bergman --- Withhold We recommend a vote FOR the directors with the exception of insider John F. Gifford and affiliated outsider James R. Bergman. We recommend that shareholders WITHHOLD votes from James R. Bergman for standing as an affiliated outsider on the Audit Committee and for failure to establish an independent nominating committee. We also recommend that shareholders WITHHOLD votes from John F. Gifford for failure to establish an independent nominating committee. 1.2 Elect Director Michael J. Byrd --- For 1.3 Elect Director Peter de Roeth --- For 1.4 Elect Director John F. Gifford --- Withhold 1.5 Elect Director B. Kipling Hagopian --- For 1.6 Elect Director A.R. Frank Wazzan --- For 2 Amend Omnibus Stock Plan For Against Mgmt V. Vote RecommendationThe total cost of the company's plan of 14.94 percent is above the allowable cap for this company of 12.51 percent. 3 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 4 Ratify Auditors For For Mgmt 09/09/05 - SMaytag Corp. 578592107 07/14/05 1,160 1 Approve Merger Agreement For Against Mgmt Based on our review of the terms of the transaction and the factors described above, we believe that the merger agreement does not warrant shareholder support. 2 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 12/22/05 - SMaytag Corp. 578592107 11/02/05 1,183 1 Approve Merger Agreement For For Mgmt Based on our review of the terms of the transaction and the factors described above, in particular the significant premium and sensible strategic rationale, we believe that the merger agreement warrants shareholder support. 2 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/04/06 - AMBIA Inc. *MBI* 55262C100 03/10/06 2,085 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 11/03/05 - SMBNA Corp. 55262L100 09/02/05 18,452 1 Approve Merger Agreement For For Mgmt Based on our review of the terms of the transaction and the factors described above, specifically the sensible strategic rationale and the market premium, we believe that the merger agreement warrants shareholder support. 2 Adjourn Meeting For For Mgmt Given the narrow scope of this proposal, and our support for the merger discussed in Item 1, we recommend that shareholders support this proposal. 05/25/06 - AMcDonald's Corp. *MCD* 580135101 03/27/06 19,617 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Submit Severance Agreement (Change in Control) to Against For ShrHoldr shareholder Vote In this case, we believe that the cap suggested by the proponent of 2.99 times base salary and cash bonus is widely considered as the standard threshold level of severance payments for senior executives that should be subject to a shareholder vote. Additionally, since the proponent's proposal does not require that shareholder approval be obtained prior to the drafting of severance agreements, we do not believe that adoption of this proposal would unduly hinder the company's ability to negotiate such agreements with potential executives. ISS believes that shareholders should have a voice in lucrative severance payments and prevent the excessive "pay for failure" packages that have been witnessed at some companies. 4 Identify Food Products Manufactured or Sold that Against Against ShrHoldr Contain Genetically Engineered Ingredients In this case, the proponent is seeking the labeling of products, not an outright phase-out. ISS reviews proposals to label GE products on a case-by-case basis. While we generally support proposals that seek to provide shareholders with greater disclosure regarding the risks associated with their investment, we believe that the practice of labeling every product that may contain genetically modified ingredients would be a formidable task. Given the widespread existence of these products, we question whether such an initiative can be successfully and economically implemented. Conversely, a broad approach of labeling all products as "potentially containing GE ingredients" would be of limited use to consumers and shareholders. Finally, McDonalds does provide some brief discussion on GMOs on its corporate website to discuss the issue and the company's policy approach to the use of GE ingredients in its products. Therefore, based on concerns with the associated costs and feasibility of effectively implementing this resolution ISS does not believe that shareholder support is warranted. 07/27/05 - AMcKesson Corporation *MCK* 58155Q103 05/31/05 4,206 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plan of 7.39 percent is within the allowable cap for this company of 8.85 percent. Additionally, this plan expressly forbids repricing. 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Ratify Auditors For For Mgmt 5 Separate Chairman and CEO Positions Against For ShrHoldr Although the company has established governance guidelines, all-independent key committees, a 2/3 independent board, and has outperformed its peers over one- and three-year performance periods, the lead independent director does not seem to approve: 1) information sent to the board, 2) meeting agendas for the board, and 3) meeting schedules to assure that there is sufficient time for discussion of all agenda items. Instead, the company's lead independent director can only establish the agenda for each executive session meeting of independent directors, and acts only as a consultant regarding the selection of agenda items for boar meetings. As such, we believe that this shareholder proposal warrants approval at this time. 04/25/06 - AMeadWestvaco Corp. *MWV* 583334107 03/01/06 2,823 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt ISS believes that all directors should serve for one-year terms at the next annual shareholders' meeting as opposed to the company phasing out the three-year staggered terms. However, ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 4 Reduce Supermajority Vote Requirement For For Mgmt ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 5 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level 05/24/06 - AMEDCO Health Solutions Inc *MHS* 58405U102 03/29/06 4,752 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/06 - AMedImmune, Inc. *MEDI* 584699102 03/31/06 3,988 1 Elect Directors For Split Mgmt 1.1 Elect Director Wayne T. Hockmeyer --- For We recommend a vote FOR the directors with the exception of affiliated outsider M. James Barrett. We recommend that shareholders WITHHOLD votes from M. James Barrett for standing as an affiliated outsider on the Audit and Compensation committees. 1.2 Elect Director David M. Mott --- For 1.3 Elect Director David Baltimore --- For 1.4 Elect Director M. James Barrett --- Withhold 1.5 Elect Director James H. Cavanaugh --- For 1.6 Elect Director Barbara Hackman Franklin --- For 1.7 Elect Director Gordon S. Macklin --- For 1.8 Elect Director George M. Milne, Jr. --- For 1.9 Elect Director Elizabeth H.S. Wyatt --- For 2 Amend Non-Employee Director Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.35 percent is within the allowable cap for this company of 11.95 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 08/25/05 - AMedtronic, Inc. *MDT* 585055106 07/01/05 17,606 1 Elect Directors For Split Mgmt 1.1 Elect Director Shirley Ann Jackson, Ph.D. --- For We recommend a vote FOR the directors with the exception of Jack W. Schuler, from whom we recommend shareholders WITHHOLD votes for standing as an affiliated outsider on the Audit, Compensation and Nominating committees. 1.2 Elect Director Denise M. O'Leary --- For 1.3 Elect Director Jean-Pierre Rosso --- For 1.4 Elect Director Jack W. Schuler --- Withhold 2 Ratify Auditors For For Mgmt 3 Approve Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 4 Amend Non-Employee Director Stock Option Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plan of 5.68 percent is within the allowable cap for this company of 6.41 percent. 04/18/06 - AMellon Financial Corp. *MEL* 58551A108 02/10/06 6,505 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director Restricted Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.94 percent is within the allowable cap for this company of 12.36 percent. Additionally, this plan expressly forbids repricing. 3 Amend Vote Requirements to Amend Articles/Bylaws/Charter Against For ShrHoldr ISS commends the company for making the commitment to declassify the board at next year's annual meeting. However, we maintain that simple majority of voting shares should be sufficient to effect major transactions and changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking initiatives that are in shareholders' best interests. ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 4 Ratify Auditors For For Mgmt 04/25/06 - AMerck & Co., Inc. *MRK* 589331107 02/24/06 34,026 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.32 percent is within the allowable cap for this company of 9.59 percent. Additionally, this plan expressly forbids repricing. 4 Approve Non-Employee Director Omnibus Stock Plan For For Mgmt VI. Vote Recommendation The total cost of the company's plans of 3.85 percent is within the allowable cap for this company of 9.59 percent. Additionally, this plan expressly forbids repricing. 5 Limit Executive Compensation Against Against ShrHoldr 6 Adopt Simple Majority Vote Against For ShrHoldr We support shareholder proposals seeking to eliminate supermajority vote requirements, as they may serve as entrenchment devices for management and therefore are not in the shareholders' best interest. As such we believe this proposal warrants support. 7 Adopt Animal Welfare Standards Against Against ShrHoldr In this case, both Merck and the contractor in question have publicly available policies addressing issues of animal welfare. While these policies do not address certain issues to the degree requested by the proponent, they do appear to be comparable to policies at other companies in the same industry. Moreover, there does not appear to be any recent, significant fines or litigation on the issue of animal welfare at Merck that are indicative of systematic problems with the company's animal welfare policies, or suggesting that the company lags behind industry peers on this subject. Moreover, there was no information available to confirm that Merck contracts animal testing to Covance, the laboratory cited by PETA for its violations of animal welfare standards. Finally, ISS is concerned with the structure of this resolution. Beyond asking for a feasibility study evaluating the merits of amending the company's existing Policy on the Humane Care and Use of Animals for Medical Research, compliance with resolution also implies that the company must apply this policy to its contract labs, oversee adherence to the policy, and publish an annual report outlining contractor compliance. These additional measures could place a significant burden on the company or complicate the company's contractual agreements with the external laboratories that it retains for certain animal testing programs. Therefore, we do not recommend shareholder support for this resolution. 11/08/05 - AMeredith Corp. *MDP* 589433101 09/09/05 654 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert E. Lee --- For We recommend a vote FOR the directors with the exception of independent outsider Charles D. Peebler, Jr. We recommend that shareholders WITHHOLD votes from Charles D. Peebler, Jr. for poor attendance. 1.2 Elect Director David J. Londoner --- For 1.3 Elect Director Philip A. Marineau --- For 1.4 Elect Director Charles D. Peebler, Jr. --- Withhold 2 Employ Financial Advisor to Explore Alternatives to Against For ShrHoldr Maximize Value ISS advocates a one-share, one-vote policy. We therefore frown on companies that have different classes of common stock with disparate voting rights. This effectively gives one class of shareholders disproportionate voting power in the company in relation to its equity position. As a non-binding proposal, we support the request that the company take steps to develop a recapitalization plan whereby all of the company's outstanding stock would have one vote. In general, we believe that simplified capital structures where voting interests are proportional to economic interests are preferable to dual class structures where management owns supervoting stock. 04/28/06 - AMerrill Lynch & Co., Inc. *MER* 590188108 02/27/06 14,299 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Voting Against For ShrHoldr In this case, the company fails to meet some of the aforementioned corporate governance. Specifically, the board is classified, shareholders may not act by written consent and may not call special meetings. Accordingly, the proposal warrants shareholder support. 4 Compensation- Director Compensation Against Against ShrHoldr The proponent's concern on excessive CEO compensation is valid in the current environment. Executive compensation is a major concern among shareholders. Lucrative CEO compensation packages, stealth compensation in the form of deferred compensation and supplemental executive retirement plans, poor alignment of pay and performance have led to shareholders' dissatisfaction. The mounting concern is evidenced by the growing number of pay related shareholder proposals and the litigation on executive pay practices. However, the proponent has targeted director's compensation and not CEO's compensation. Unlike CEO's pay, director compensation is generally not pay for performance. Instead, directors receive annual retainer fee, plus additional fees for serving on committees and attending board and committee meetings. To align the interests of directors with shareholders, directors also receive automatic grants of stock options and/or stock awards. Abuse in the area of director compensation appears in isolated cases. Retirement packages, such as pension programs for directors are no longer common among companies. ISS believes the proponent's request to annually seek shareholder approval for every future director compensation package is burdensome and offers little value to shareholders. Furthermore, the proposal does not seek to address the real issue - runaway CEO compensation. 5 Review Executive Compensation Against For ShrHoldr In the U.K. where shareholders have the right to cast a non-binding advisory vote on a company's "directors remuneration report", ISS' recent analysis shows that unfavorable votes occur to a small percentage of companies and that shareholders exercise their votes judiciously. ISS believes that the advisory vote would allow shareholders to have a voice in executive compensation practices of a company. The advisory vote would be a confidence vote on the work of the compensation committee. ISS encourages companies to allow shareholders to express their opinions of executive compensation practices by establishing an annual referendum process. ISS believes that such a process will provide companies with useful information concerning shareholders' view on compensation practices and executive pay packages. 04/25/06 - AMetLife, Inc *MET* 59156R108 03/01/06 11,784 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/06 - AMGIC Investment Corp. *MTG* 552848103 03/10/06 1,412 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 12/06/05 - AMicron Technology, Inc. *MU* 595112103 10/12/05 9,124 1 Elect Directors For For Mgmt 1.1 Elect Director Steven R. Appleton --- For We recommend a vote FOR the directors. 1.2 Elect Director James W. Bagley --- For 1.3 Elect Director Mercedes Johnson --- For 1.4 Elect Director Robert A. Lothrop --- For 1.5 Elect Director Lawrence N. Mondry --- For 1.6 Elect Director Gordon C. Smith --- For 1.7 Elect Director William P. Weber --- For 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.07 percent is within the allowable cap for this company of 12.43 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 11/09/05 - AMicrosoft Corp. *MSFT* 594918104 09/09/05 146,262 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/06 - AMillipore Corp. *MIL* 601073109 03/03/06 809 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.50 percent is within the allowable cap for this company of 10.84 percent. Additionally, this plan expressly forbids repricing. 10/28/05 - AMolex Incorporated *MOLX* 608554101 09/02/05 2,446 1 Elect Directors For For Mgmt 1.1 Elect Director John H. Krehbiel, Jr. --- For We recommend a vote FOR the directors. 1.2 Elect Director Robert J. Potter --- For 1.3 Elect Director Edgar D. Jannotta --- For 1.4 Elect Director Donald G. Lubin --- For 1.5 Elect Director David L. Landsittel --- For 2 Approve Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plan of 6.07 percent is within the allowable cap for this company of 12.47 percent. 3 Approve Stock Option Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plan of 6.18 percent is within the allowable cap for this company of 12.47 percent. 4 Approve Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 5 Approve Stock Option Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plan of 6.20 percent is within the allowable cap for this company of 12.47 percent. 6 Amend Omnibus Stock Plan For For Mgmt VI. Vote Recommendation *Of the aggregate equity awards granted by the company in 2005, executive officers received greater than 25 percent. The total cost of the company's plan of 8.83 percent is within the allowable cap for this company of 12.47 percent. 7 Ratify Auditors For For Mgmt 05/17/06 - AMolson Coors Brewing Co *TAP* 60871R209 03/31/06 878 1 Elect Directors For For Mgmt 1.1 Elect Director John E. Cleghorn --- For We recommend a vote FOR the directors. 1.2 Elect Director Charles M. Herington --- For 1.3 Elect Director David P. O'Brien --- For 01/17/06 - AMonsanto Co. *MON* 61166W101 11/18/05 3,978 1 Elect Directors For For Mgmt 1.1 Elect Director Hugh Grant --- For We recommend a vote FOR the directors. 1.2 Elect Director C. Steven McMillan --- For 1.3 Elect Director Robert J. Stevens --- For 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Report on Political Contributions Against Against ShrHoldr In the case of Monsanto, ISS notes that the company discusses its policies on political contributions on the company website and these policies do not appear inconsistent with industry standards or existing regulations on this issue. Furthermore, the company does not appear to be the subject of any recent, significant controversy, fines, or litigation resulting from political action or contributions from it or its employee sponsored PACs. Therefore, ISS does not believe that additional reporting on this matter is warranted at this time. 5 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure including a designated lead director who performs all of the duties listed above, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 06/07/06 - AMonster Worldwide, Inc. *MNST* 611742107 04/25/06 1,974 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Board Diversity None Against ShrHoldr We note that Monster Worldwide's board is comprised of all white males, and urge the company to seek directors from a diverse background as positions become available or if the company chooses to expand the size of its board. However, ISS believes that the policies and procedures adopted by Monster, as well as the discussion on diversity provided in its Nominating Committee Charter and on the company website substantially address many aspects of this resolution. As such, we do not recommend shareholder support for this resolution. 04/25/06 - AMoody's Corporation *MCO* 615369105 03/01/06 3,861 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 04/04/06 - AMorgan Stanley *MS* 617446448 02/03/06 16,774 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 4 Amend Articles/Bylaws/Remove plurality voting for For For Mgmt directors ISS supports adoption of majority vote principle for electing directors. In this case, ISS supports the proposal to remove the provision requiring plurality voting for directors. 5 Amend Articles/Bylaws/Eliminate supermajority voting For For Mgmt requirements ISS supports proposals to eliminate supermajority voting requis. 6 Require a Majority Vote for the Election of Directors Against For ShrHoldr We believe this proposal warrants shareholder support. We recommend a vote FOR the proposal. 7 Amend Vote Requirements to Amend Articles/Bylaws/Charter Against For ShrHoldr ISS supports a simple majority vote requirement. We recommend a vote FOR the proposal. 8 Submit Severance Agreement (Change in Control) to Against For ShrHoldr shareholder Vote We believe this proposal warrants shareholder support. We recommend a vote FOR the proposal. 05/01/06 - AMotorola, Inc. *MOT* 620076109 03/03/06 38,759 1 Elect Directors For Split Mgmt 1.1 Elect Director E. Zander --- For We recommend a vote FOR the directors with the exception of independent outsider H. Laurence Fuller. We recommend that shareholders vote AGAINST H. Laurence Fuller for poor attendance. Given that ADP ballot does not allow for WITHHOLD vote recommendations, ISS is therefore issuing an AGAINST vote recommendation on Mr. Fuller. 1.2 Elect Director H.L. Fuller --- Against 1.3 Elect Director J. Lewent --- For 1.4 Elect Director T. Meredith --- For 1.5 Elect Director N. Negroponte --- For 1.6 Elect Director I. Nooyi --- For 1.7 Elect Director S. Scott, III --- For 1.8 Elect Director R. Sommer --- For 1.9 Elect Director J. Stengel --- For 1.10 Elect Director D. Warner, III --- For 1.11 Elect Director J. White --- For 1.12 Elect Director M. White --- For 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.22 percent is within the allowable cap for this company of 12.09 percent. Additionally, this plan expressly forbids repricing. 3 Submit Shareholder Rights Plan (Poison Pill) to Against For ShrHoldr Shareholder Vote Conclusion In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that ISS recommends. We therefore agree with the proponent that the current pill should be put to a shareholder vote or redeemed and that any new pill be put to a shareholder vote. 05/10/06 - AMurphy Oil Corp. *MUR* 626717102 03/13/06 2,569 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 10/28/05 - AMylan Laboratories Inc. *MYL* 628530107 08/01/05 3,171 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 03/30/06 - SNabors Industries, Ltd. *NBR* G6359F103 02/17/06 2,458 Meeting for Holders of ADRs 1 Increase Authorized Common Stock For For Mgmt We support specific proposals to increase authorized capital to any amount unless the increase would leave the company with less than 30 percent of the new authorization outstanding after adjusting for all proposed issuances. This request falls within our guidelines. It is recommended that shareholders vote in favor of this resolution. 06/30/06 - ANabors Industries, Ltd. *NBR* G6359F103 04/07/06 2,467 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 MANAGEMENT PROPOSAL: APPROVAL OF THE COMPANY S AMENDED For Against Mgmt AND RESTATED 2003 EMPLOYEE STOCK PLAN. V. Vote Recommendation We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 18.74 percent is above the allowable cap for this company of 5.00 percent. 04/25/06 - ANational City Corp. *NCC* 635405103 03/03/06 8,577 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 07/22/05 - ANational Oilwell Varco Inc. *NOV* 637071101 06/08/05 2,391 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/06 - ANational Oilwell Varco Inc. *NOV* 637071101 03/31/06 2,727 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 09/30/05 - ANational Semiconductor Corp. *NSM* 637640103 08/11/05 5,081 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 20.12 percent is above the allowable cap for this company of 12.54 percent. In 2005, ISS implemented a modified policy on evaluating director equity plans. ISS considers the costs of equity plans including director plans and employee-based compensation plans in the binomial compensation model. If the total cost of the combined equity plans exceeds the allowable cap, ISS will review the qualitative features of director compensation, taking into account (i) director stock ownership guidelines; (ii) vesting schedule; (iii) mix between cash and equity; (iv) retirement/benefit and perquisites programs; and (v) quality of disclosure. In the case of National Semiconductor, ISS notes that directors are subject to ownership guidelines. Currently each director is obligated to own at least 8,000 shares. Further, directors are subject to a restriction period of 36 months for the annual automatic grant of 12,000 shares and six months for shares issued in lieu of the annual retainer remains at six months. Directors currently receive an annual fee of $50,000, plus fees of $2,000 for each board meeting attended and $1,500 for each committee meeting attended. The Chairman of the Director Affairs Committee and the Compensation Committee each receive an additional annual fee of $7,500, while the Chairman of the Audit Committee receives an additional annual fee of $12,500. If stockholders approve this plan, no further meeting fees will be paid for attendance at board meetings, although the $1,500 fee for each committee meeting attended will continue. Instead, directors may make an irrevocable election at the time of the initial appointment to the board and each subsequent election by stockholders to receive the full value of the annual cash retainer fees for board membership and committee chairmanship in stock. In addition, directors will automatically receive: (i) on the date of each election of the director by the stockholders, each director is issued 12,000 shares; and (ii) on the date of initial appointment at any time during the year other than at the annual meeting, the new director is issued 12,000 shares. Directors are not eligible for any retirement or benefit programs and do not receive perquisites. Approval of this proposal would allow the company to pay directors a greater portion of their compensation in stock rather than cash, which may align directors' interests more closely with those of shareholders. Although the cost of all of the company's equity plans is above the company's allowable cap, the company's director compensation program embodies all of the qualitative features required by ISS. As such, we recommend a vote FOR this plan. 04/26/06 - ANCR Corporation *NCR* 62886E108 02/13/06 2,856 1 Elect Directors For For Mgmt 1.1 Elect Director William R. Nuti --- For We recommend a vote FOR the directors. 1.2 Elect Director James M. Ringler --- For 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of two or more independent outsiders who must certify attainment of these objective, measurable performance goals before awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.93 percent is within the allowable cap for this company of 12.43 percent. Additionally, this plan expressly forbids repricing. 5 Approve Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 08/31/05 - ANetwork Appliance, Inc. *NTAP* 64120L104 07/05/05 5,330 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt V. Vote RecommendationThe total cost of the company's plan of 16.05 percent is above the allowable cap for this company of 12.48 percent. 3 Amend Qualified Employee Stock Purchase Plan For For Mgmt Employee stock purchase plans enable employees to become shareholders, which gives them a stake in the company's growth. However, purchase plans are beneficial only when they are well balanced and in the best interests of all shareholders. From a shareholder's perspective, plans with offering periods of 27 months or less, as recommended by Section 423 of the Internal Revenue Code, are preferable. Plans with longer offering periods remove too much of the market risk and could give participants excessive discounts on their stock purchases that are not offered to other shareholders. ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 4 Ratify Auditors For For Mgmt 05/09/06 - ANewell Rubbermaid Inc. *NWL* 651229106 03/15/06 4,287 1 Elect Directors For Split Mgmt 1.1 Elect Director Thomas E. Clarke --- Withhold We recommend a vote FOR Steven J. Strobel, but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from independent outsiders Elizabeth Cuthbert Millett and Dr. Thomas E. Clarke for failure to implement the board declassification proposal. 1.2 Elect Director Elizabeth Cuthbert Millett --- Withhold 1.3 Elect Director Steven J. Strobel --- For 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.80 percent is within the allowable cap for this company of 9.08 percent. Additionally, this plan forbids repricing. 3 Approve Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 4 Ratify Auditors For For Mgmt 5 Submit Shareholder Rights Plan (Poison Pill) to Against For ShrHoldr Shareholder Vote In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that ISS recommends. We therefore agree with the proponent that the current pill should be put to a shareholder vote or redeemed and that any new pill be put to a shareholder vote. 6 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 04/25/06 - ANewmont Mining Corp. (Holding Company) *NEM* 651639106 03/01/06 6,952 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Provide for an Independent Chairman Against Against ShrHoldr ISS believes that the company's governance structure provides a satisfactory balance to a unified chairman and CEO position. 07/13/05 - ANextel Communications, Inc. 65332V103 05/20/05 16,056 1 Approve Merger Agreement For For Mgmt Based on our review of the terms of the transaction and the factors described above, we believe that the merger agreement warrants shareholder support. 2 Adjourn Meeting For For Mgmt Given that we are supportive of this merger proposal, we recommend that shareholdes support this adjournement proposal. 3 Elect Directors For For Mgmt 4 Ratify Auditors For For Mgmt 5 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.69 percent is within the allowable cap for this company of 8.80 percent. Additionally, this plan forbids repricing. 09/20/05 - ANike, Inc. *NKE* 654106103 07/25/05 3,325 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt The requested increases for both classes of common shares are below the respective allowable caps. ISS recommends a vote FOR this bundled proposal. 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Amend Omnibus Stock Plan For Against Mgmt V. Vote RecommendationThe total cost of the company's plan of 12.08 percent is above the allowable cap for this company of 8.94 percent. 5 Ratify Auditors For For Mgmt 05/10/06 - ANiSource Inc. *NI* 65473P105 03/14/06 4,241 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. Because the company has certain negative governance provisions and lacks a resignation policy ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 04/27/06 - ANOBLE CORP *NE* G65422100 03/02/06 2,130 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 MEMBER (SHAREHOLDER) PROPOSAL TO SEPARATE THE POSITIONS Against Against ShrHoldr OF CHAIRMAN/CHIEF EXECUTIVE OFFICER. Absent an offsetting governance structure, including a designated lead director performing all of the duties listed above, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. As such, we believe that this proposal warrants shareholder approval. 05/23/06 - ANordstrom, Inc. *JWN* 655664100 03/15/06 3,401 1 Elect Directors For For Mgmt 2 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 3 Ratify Auditors For For Mgmt 05/11/06 - ANorfolk Southern Corp. *NSC* 655844108 03/06/06 6,324 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/18/06 - ANorthern Trust Corp. *NTRS* 665859104 02/27/06 2,886 1 Elect Directors For For Mgmt 1.1 Elect Director Duane L. Burnham --- For We recommend a vote FOR the directors. 1.2 Elect Director Linda Walker Bynoe --- For 1.3 Elect Director Susan Crown --- For 1.4 Elect Director Dipak C. Jain --- For 1.5 Elect Director Arthur L. Kelly --- For 1.6 Elect Director Robert C. McCormack --- For 1.7 Elect Director Edward J. Mooney --- For 1.8 Elect Director William A. Osborn --- For 1.9 Elect Director John W. Rowe --- For 1.10 Elect Director Harold B. Smith --- For 1.11 Elect Director William D. Smithburg --- For 1.12 Elect Director Charles A. Tribbett, III --- For 1.13 Elect Director Frederick H. Waddell --- For 2 Ratify Auditors For For Mgmt 3 Eliminate Cumulative Voting For For Mgmt Director accountability is the hallmark of good governance. The board election process must ensure that shareholders' expressions of dissatisfaction with the performance of directors have meaningful consequences. A majority vote standard transforms the director election process from a symbolic gesture to a meaningful voice for shareholders. Because the board has made a commitment to adopt a majority vote standard following approval of this proposal, we recommend a vote FOR this item. 4 Disclose Charitable Contributions Against Against ShrHoldr In this case, we note that Northern Trust discloses a significant amount of the information requested by the proponent on its website and through the Charitable Trust's annual report. Therefore, considering the existing level of disclosure, ISS does not believe that the additional disclosure requested by the proponents will provide meaningful benefit to shareholders commensurate with the administrative cost and burden of producing the reports. 05/17/06 - ANorthrop Grumman Corp. *NOC* 666807102 03/21/06 5,528 1 Elect Directors For Split Mgmt 1.1 Elect Director John T. Chain, Jr. --- For We recommend a vote FOR the directors with the exception of affiliated outsider Charles R. Larson. We recommend that shareholders WITHHOLD votes from Charles R. Larson for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Vic Fazio --- For 1.3 Elect Director Stephen E. Frank --- For 1.4 Elect Director Charles R. Larson --- Withhold 1.5 Elect Director Richard B. Myers --- For 1.6 Elect Director Ronald D. Sugar --- For 2 Ratify Auditors For For Mgmt 3 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt ISS maintains that a simple majority of voting shares should be sufficient to effect changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking amendments that are in shareholders' best interests. ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. Further, ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 4 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 04/06/06 - ANovell, Inc. *NOVL* 670006105 02/15/06 5,944 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. Further, with regard to management's concern that the proposal does not consider potential board vacancies, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 05/17/06 - ANovellus Systems, Inc. *NVLS* 670008101 03/31/06 2,082 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Performance-Based and/or Time-Based Equity Awards Against For ShrHoldr In 2005, standard stock options dominated the long-term incentives to named executive officers. ISS does not consider standard stock options to be performance-based awards because a rise in the stock market can provide automatic gains without the executives exhibiting any demonstrated effort. Therefore, ISS believes that proposal warrants shareholder support. 05/11/06 - ANucor Corp. *NUE* 670346105 03/13/06 2,421 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt The requested increase of 400,000,000 shares is below the allowable threshold of 500,000,000 shares. 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 07/21/05 - ANvidia Corporation *NVDA* 67066G104 05/23/05 2,368 1 Elect Directors For For Mgmt 1.1 Elect Director Steven Chu --- For We recommend a vote FOR the directors. 1.2 Elect Director Harvey C. Jones --- For 1.3 Elect Director William J. Miller --- For 2 Ratify Auditors For For Mgmt 06/22/06 - ANvidia Corporation *NVDA* 67066G104 04/24/06 5,344 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/05/06 - AOccidental Petroleum Corp. *OXY* 674599105 03/06/06 6,685 1 Elect Directors For Split Mgmt 1.1 Elect Director Spencer Abraham --- For We recommend withholding votes from the compensation committee members: John Chalsty, Irvin Maloney, Ronald Burkle, R. Chad Dreier and Rosemary Tomich for stewards of poor compensation practice. We also recommend shareholders WITHHOLD votes from independent outsider Ronald Burkle for poor attendance. 1.2 Elect Director Ronald W. Burkle --- Withhold 1.3 Elect Director John S. Chalsty --- Withhold 1.4 Elect Director Edward P. Djerejian --- For 1.5 Elect Director R. Chad Dreier --- Withhold 1.6 Elect Director John E. Feick --- For 1.7 Elect Director Ray R. Irani --- For 1.8 Elect Director Irvin W. Maloney --- Withhold 1.9 Elect Director Rodolfo Segovia --- For 1.10 Elect Director Aziz D. Syriani --- For 1.11 Elect Director Rosemary Tomich --- Withhold 1.12 Elect Director Walter L. Weisman --- For 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt The requested increase of 600,000,000 shares is below the allowable threshold of 900,000,000 shares. We recommend a vote FOR Item 3. 4 Limit Executive Compensation Against Against ShrHoldr We oppose this item because it could place the company at a competitive disadvantage in attempting to attract qualified executives. 5 Report on Global Warming Against Against ShrHoldr While Occidental's reporting does not address some issues of concern related to climate change, we believe that it effectively presents most shareholders with sufficient information to understand the company's position on the issue and the potential impact that these policies may have on their investment. While we encourage the company to continue to evaluate initiatives to address climate change and increase its disclosure, we do not believe that the information requested in the proposed report will benefit shareholders from an economic perspective. As such, we recommend a vote against this resolution. 6 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system gives full effect to the shareholder franchise. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 05/12/06 - AOffice Depot, Inc. *ODP* 676220106 03/10/06 4,805 1 Elect Directors For Split Mgmt 1.1 Elect Director Lee A. Ault, III --- For We recommend a vote FOR the directors with the exception of David I. Fuente, from whom we recommend shareholders WITHHOLD votes for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Neil R. Austrian --- For 1.3 Elect Director David W. Bernauer --- For 1.4 Elect Director Abelardo E. Bru --- For 1.5 Elect Director David I. Fuente --- Withhold 1.6 Elect Director Brenda J. Gaines --- For 1.7 Elect Director Myra M. Hart --- For 1.8 Elect Director W. Scott Hedrick --- For 1.9 Elect Director Michael J. Myers --- For 1.10 Elect Director Steve Odland --- For 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 04/20/06 - AOfficemax Inc *OMX* 67622P101 03/03/06 1,102 1 Elect Directors For For Mgmt 1.1 Elect Director Brian C. Cornell --- For We recommend a vote FOR all the directors. 1.2 Elect Director Monte R. Haymon --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 4 Act on Shareholder Resolutions that Receive Majority Against For ShrHoldr Support Although Officemax has recently acted on a majority-supported shareholder proposal to declassify the board, the company has ignored this proposal in prior years. In light of a majority-supported shareholder proposal which has been ignored by management in the past, we believe it is best practice to ensure direct communication with the respective shareholder proponent(s). We recommend in favor of this proposal. 05/23/06 - AOmnicom Group Inc. *OMC* 681919106 04/07/06 2,791 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 10/10/05 - AOracle Corp. *ORCL* 68389X105 08/15/05 64,362 1 Elect Directors For Split Mgmt 1.1 Elect Director Jeffrey O. Henley --- For We recommend a vote FOR the directors with the exception of H. Raymond Bingham, from whom we recommend shareholders WITHHOLD votes for standing as an affiliated outsider on the Audit and Nominating committees. 1.2 Elect Director Lawrence J. Ellison --- For 1.3 Elect Director Donald L. Lucas --- For 1.4 Elect Director Michael J. Boskin --- For 1.5 Elect Director Jack F. Kemp --- For 1.6 Elect Director Jeffrey S. Berg --- For 1.7 Elect Director Safra A. Catz --- For 1.8 Elect Director Hector Garcia-Molina --- For 1.9 Elect Director Joseph A. Grundfest --- For 1.10 Elect Director H. Raymond Bingham --- Withhold 1.11 Elect Director Charles E. Phillips, Jr. --- For 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For Mgmt 04/25/06 - APaccar Inc. *PCAR* 693718108 02/28/06 2,634 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt Vote Recommendation Even though the plan permits repricing, the plan has already been approved by shareholders. Furthermore, given that the company will be entitled to a business expense deduction due to the favorable tax treatment attributable to Section 162(m), we believe the proposed amendment warrants shareholder approval. 3 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Declassify the Board of Directors Against For ShrHoldr Conclusion The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 5 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS notes that the proposal is not intended to limit the judgment of the board. The board would retain the discretion to address the status of incumbent directors who failed to receive a majority vote under a majority vote standard, and whether a plurality vote standard would be more appropriate in director elections when the number of director nominees exceeds the available board seats. 05/19/06 - APactiv Corp. *PTV* 695257105 03/20/06 2,230 1 Elect Directors For Split Mgmt 1.1 Elect Director Larry D. Brady --- For We recommend a vote FOR the directors with the exception of independent outsider Norman H. Wesley. We recommend that shareholders WITHHOLD votes from Norman H. Wesley for sitting on more than three boards. 1.2 Elect Director K. Dane Brooksher --- For 1.3 Elect Director Robert J. Darnall --- For 1.4 Elect Director Mary R. Henderson --- For 1.5 Elect Director N. Thomas Linebarger --- For 1.6 Elect Director Roger B. Porter --- For 1.7 Elect Director Richard L. Wambold --- For 1.8 Elect Director Norman H. Wesley --- Withhold 2 Ratify Auditors For For Mgmt 11/16/05 - APall Corp. *PLL* 696429307 09/27/05 1,842 1 Elect Directors For For Mgmt 2 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 03/01/06 - AParametric Technology Corp. *PMTC* 699173100 01/06/06 4,237 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 10/26/05 - AParker-Hannifin Corp. *PH* 701094104 08/31/05 1,749 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 10/12/05 - APaychex, Inc. *PAYX* 704326107 08/15/05 5,178 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 4.24 percent is within the allowable cap for this company of 12.36 percent. Additionally, this plan expressly forbids repricing. 3 Require a Majority Vote for the Election of Directors Against Against ShrHoldr Conclusion Director accountability is the hallmark of good governance. The board election process must ensure that shareholders' expressions of dissatisfaction with the performance of directors have meaningful consequences. Therefore ISS supports the majority vote standard in uncontested elections and we believe that this standard promotes accountability. However, for the reasons noted above, we maintain that the plurality standard is best suited to contested elections. This binding proposal does not include a carve out for contested elections, and therefore could serve as an entrenchment device in certain contested situations. As such, ISS does not recommend shareholders support this proposal at this time. 02/24/06 - APeoples Energy Corp. *PGL* 711030106 12/27/05 594 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/03/06 - APepsiCo, Inc. *PEP* 713448108 03/10/06 25,818 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Publish Political Contributions Against Against ShrHoldr In light of the potential costs associated with the requested report, we recommend that shareholders oppose this request. 4 Report on Charitable Contributions Against Against ShrHoldr In this case, we note that Pepsico discloses a significant amount of the information requested by the proponent on its corporate website. Moreover, some aspects of the resolution, including determining the estimated or actual benefits of each charitable contribution may be difficult to produce without significant speculation, and could place a significant burden on the company without providing commensurate value to shareholders. Therefore, ISS does not recommend shareholder support for the resolution at this time. 04/25/06 - APerkinElmer Inc. *PKI* 714046109 02/27/06 2,035 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, in a case where a company has in place certain unfavorable governance provisions, as indicated above, we do not believe the resignation policy is a sufficient alternative to the proposed majority voting standard. The company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. Further, with regard to management's concern that the proposal does not consider potential board vacancies, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 04/27/06 - APfizer Inc. *PFE* 717081103 03/01/06 114,707 1 Elect Directors For Split Mgmt 1.1 Elect Director Michael S. Brown --- For 1.2 Elect Director M. Anthony Burns --- For 1.3 Elect Director Robert N. Burt --- For 1.4 Elect Director W. Don Cornwell --- For 1.5 Elect Director William H. Gray, III --- For 1.6 Elect Director Constance J. Horner --- For 1.7 Elect Director William R. Howell --- For 1.8 Elect Director Stanley O. Ikenberry --- For 1.9 Elect Director George A. Lorch --- Withhold 1.10 Elect Director Henry A. McKinnell --- For 1.11 Elect Director Dana G. Mead --- Withhold 1.12 Elect Director Ruth J. Simmons --- For 1.13 Elect Director William C. Steere, Jr. --- For 2 Ratify Auditors For For Mgmt 3 Reduce Supermajority Vote Requirement For For Mgmt ISS maintains that a simple majority of voting shares should be sufficient to effect changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking amendments that are in shareholders' best interests. ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 4 Establish Term Limits for Directors Against Against ShrHoldr ISS agrees with the proponent that in any institution, including a company, it is helpful to have continual turnover of governing trustees or directors to bring in new perspectives. However, a six-year term limit is an arbitrary constraint on a company's governance. Under an effective corporate governance system, shareholders have the right to express their preferences each year by voting on directors at the annual meeting. Thus, shareholders can remove or reelect directors as they see fit. 5 Social Proposal Against Against ShrHoldr Pfizer has implemented several programs to assist in increasing accessibility to their products for the financially needy. Additionally, the company provides information on these discount, subsidy, and assistance programs in its public filings and on the company website. Finally, ISS agrees that linking drug pricing to the inflation rate may place the company at a competitive disadvantage by artificially discounting prices below those of competitors' products and limiting resources to invest in research and development. Therefore, ISS recommends that shareholders vote against this proposal. 6 Restore or Provide for Cumulative Voting Against For ShrHoldr In this case, the company fails to meet all of the aforementioned corporate governance and performance criteria. Specifically, shareholders may not act by written consent and may not call special meetings. The company also underpeformed the Pharmaceutical and Biotechnology industry and the S&P 500 index with respect to the one-year and three-year fiscal total shareholder returns, as noted under the Performance Summary table. Accordingly, the proposal warrants shareholder support. 7 Separate Chairman and CEO Positions Against For ShrHoldr Based on the above factors, the company met all the above conditions with the except of the performance test. Specifically, the company underperformed the Pharmaceutical and Biotechnology industry and the S&P 500 index based on its one-year and three-year total shareholder returns as seen under the Performance Summary table. ISS believes this proposal warrants shareholder support. 8 Report on Political Contributions Against Against ShrHoldr In the case of Pfizer, ISS notes that the company discusses its policies on political contributions on the company website and these policies appear to meet with and, in many cases, exceed industry standards. Specifically, Pfizer's policy statement discloses guidelines for what type of organizations it will contribute to, the company's broad business strategy behind its political activity, and the specific oversight and accountability controls related to this issue. Additionally, the company provides a semiannual report disclosing its corporate contributions and the contributions of its PAC. Furthermore, the company does not appear to be the subject of any recent, significant controversy, fines, or litigation resulting from political action or contributions from it or its employee sponsored PACs. Therefore, it is our opinion that information provided on Pfizer's website provides shareholders with sufficient insight into the company's contributions, policies, and controls. Therefore, ISS does not believe that additional reporting on this matter is warranted at this time. 9 Report on Animal Welfare Policy Against Against ShrHoldr In this case, Pfizer has established publicly available policies addressing issues of animal welfare. These policies include strict compliance with applicable legislation, training programs for employees involved in animal testing, commitments to limiting the use of animal testing, and brief discussion of oversight and remediation for non-compliance. While these policies do not directly address certain issues to the degree requested by the proponent, they do appear to be comparable to policies at other companies in the same industry. Moreover, there does not appear to be any recent, significant fines or litigation on the issue of animal welfare at Pfizer that are indicative of systematic problems with the company's animal welfare policies, or suggesting that the company lags behind industry peers on this subject. Finally, ISS is concerned with the structure of this resolution. Beyond asking for a feasibility study evaluating the merits of amending the company's Laboratory Animal Care and Use Policy, compliance with resolution also implies that the company must apply this policy to its contract labs, oversee adherence to the policy, and publish an annual report outlining contractor compliance. These additional measures could place a significant burden on the company or complicate the company's contractual agreements with the external laboratories that it retains for certain animal testing programs. Therefore, we do not recommend shareholder support for this resolution. 10 Reort on Animal-based Testing Against Against ShrHoldr This resolution specifically asks the company to justify what the gap between its stated policy to support in vitro testing methods and certain contributions that the company has made that appear support live animal testing. Pfizer has developed a policy that calls for utilizing in vitro testing wherever possible provided it complies with regulations and does not effect the analysis of treatment effectiveness or patient safety. The company states that the intent of the funding was to improve the quality of live animal testing, not the advancement of live animal testing in general. Moreover, while the company has committed to using in vitro methods when feasible, it does not support a policy that call for ceasing live animal testing altogether. Therefore, ISS does not believe that the contributions noted by the proponent conflict with this policy per se. As such, we do not believe that additional discussion of topic is necessary. 04/19/06 - APG&E Corp. *PCG* 69331C108 02/21/06 5,338 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Submit Shareholder Rights Plan (Poison Pill) to Against Against ShrHoldr Shareholder Vote Conclusion In the case of PG&E, we note that a formal policy regarding the adoption or extension pill has been established in response to shareholder concerns. We believe that the 12-month period is a reasonable time period to seek shareholder approval and the request of reducing it to four months appears to be unnecessary. ISS commends the company for taking this positive step towards better corporate governance by adopting this policy and terminating the company's previous poison pill. 4 Provide for an Independent Chairman Against Against ShrHoldr We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO position. 05/26/06 - APhelps Dodge Corp. *PD* 717265102 04/06/06 3,177 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director Stock Option Plan For For Mgmt IV. Vote RecommendationBased on ISS analysis, the total cost of the company's plans is 4.25 percent, which is within the allowable cap for this company of 12.64 percent. 3 Ratify Auditors For For Mgmt 05/17/06 - APinnacle West Capital Corp. *PNW* 723484101 03/20/06 1,540 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr 05/08/06 - APitney Bowes Inc. *PBI* 724479100 03/10/06 3,549 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Approve Qualified Employee Stock Purchase Plan For For Mgmt This is the U.K. version of an employee stock purchase plan and ISS believes that such plans encourage share ownership among employees by enabling them to acquire shares. ISS supports this plan because the dilution is minimum and the company matching contribution is reasonable. 05/03/06 - APlum Creek Timber Company, Inc. *PCL* 729251108 03/10/06 2,864 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, in a case where a company has in place certain unfavorable governance provisions, as indicated above, we do not believe the resignation policy is a sufficient alternative to the proposed majority voting standard. The company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. Further, with regard to management's concern that the proposal does not consider potential board vacancies, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 06/01/06 - APMC-Sierra, Inc. *PMCS* 69344F106 04/03/06 2,900 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert Bailey --- For We recommend that shareholders vote FOR the directors with the exception of affiliated outsider James Diller, Sr. We recommend that shareholders WITHHOLD votes from James Diller, Sr. for standing as an affiliated outsider on the Compensation and Nominating committees. 1.2 Elect Director Richard Belluzzo --- For 1.3 Elect Director James Diller, Dr. --- Withhold 1.4 Elect Director Michael Farese --- For 1.5 Elect Director Jonathan Judge --- For 1.6 Elect Director William Kurtz --- For 1.7 Elect Director Frank Marshall --- For 2 Ratify Auditors For For Mgmt 04/25/06 - APNC Financial Services Group, Inc. *PNC* 693475105 02/28/06 4,547 1 Elect Directors For For Mgmt 1.1 Elect Director Mr. Chellgren --- For We recommend a vote FOR the directors. 1.2 Elect Director Mr. Clay --- For 1.3 Elect Director Mr. Cooper --- For 1.4 Elect Director Mr. Davidson --- For 1.5 Elect Director Ms. James --- For 1.6 Elect Director Mr. Kelson --- For 1.7 Elect Director Mr. Lindsay --- For 1.8 Elect Director Mr. Massaro --- For 1.9 Elect Director Mr. O'Brien --- For 1.10 Elect Director Ms. Pepper --- For 1.11 Elect Director Mr. Rohr --- For 1.12 Elect Director Ms. Steffes --- For 1.13 Elect Director Mr. Strigl --- For 1.14 Elect Director Mr. Thieke --- For 1.15 Elect Director Mr. Usher --- For 1.16 Elect Director Mr. Walls --- For 1.17 Elect Director Mr. Wehmeier --- For 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.28 percent is within the allowable cap for this company of 7.48 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 04/20/06 - APPG Industries, Inc. *PPG* 693506107 02/17/06 2,599 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 4.80 percent is within the allowable cap for this company of 9.14 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 04/28/06 - APPL Corp. *PPL* 69351T106 02/28/06 5,915 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For Mgmt 4 Adopt Simple Majority Vote Against For ShrHoldr ISS supports, where permitted under state law, the application of a simple majority voting requirement for most corporate actions. ISS maintains that a simple majority of voting shares should be sufficient to effect major transactions and changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking initiatives that are in shareholders' best interests. We support shareholder proposals seeking to eliminate supermajority vote requirements, as they could serve as entrenchment devices for management and therefore are not in the shareholders' best interest. 04/25/06 - APraxair, Inc. *PX* 74005P104 03/01/06 5,015 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors None For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Ratify Auditors For For Mgmt 05/10/06 - AProgress Energy, Inc. *PGN* 743263105 03/03/06 3,916 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 4 Company Specific--Elect Director by Majority Vote For For Mgmt ISS views the debate over the current director election system as useful and timely. A variety of reform measures should be considered. We believe it is important to have a discussion over the merits and flaws of the current director election system in the U.S. We support the majority vote principle and commend the company for putting this item to shareholder vote. If a company were to receive majority shareholder support on this proposal, we would look to the company to create a workable model for its own election system. In supporting this proposal, we advocate that the director election system give full effect to the shareholder franchise. Perhaps with support for this proposal, coupled with continued debate on election reforms, the director election system can evolve to the next level. 5 Improve Security at Nuclear Facilities Against Against ShrHoldr ISS notes that the nuclear power industry is heavily regulated by the NRC and subject to restrictions and policies introduced by the Office of Homeland Security. In 2002, the NRC completed a comprehensive review of its requirements for nuclear power plants, including the storage of nuclear waste and materials and, as a result, issued new required security measures. While we note that this resolution requests the development of a policy that would specifically apply to independent contractors, we also note that the company's overall performance, including the work conducted by contractors is evaluated by certain local, state, and federal organizations, and does not appear to suffer from systematic failures that raise significant concern of the overall security at these facilities. Additionally, the company has provided some level of disclosure that gives insight into its safety and security policies in general, as well as specific information about each facility. These guidelines apply to both company employees and contract workers and, along with the process by which contract employees are screened, appear to be consistent with industry norms and applicable regulations. Based on the tight regulation of the nuclear power industry by the NRC, the existing disclosure on safety and security provided by the company, and the fact that company appears to be in compliance with applicable regulations regarding the use of independent contractors and the implementation of safety and anti-terrorism measures at its nuclear facilities, we recommend that shareholders oppose this request. 09/14/05 - SProLogis *PLD* 743410102 08/08/05 2,717 1 Issue Shares in Connection with an Acquisition For For Mgmt Based on our review of the terms of the transaction and the factors described above, in particular the sensible strategic rationale and positive market reaction, we believe that the share issuance warrants shareholder support. 05/26/06 - AProLogis *PLD* 743410102 03/16/06 3,789 1 Elect Directors For Split Mgmt 1.1 Elect Director K. Dane Brooksher --- For We recommend a vote FOR the directors with the exception of independent outsider William D. Zollars. We recommend that shareholders WITHHOLD votes from William D. Zollars for sitting on more than three boards while serving as a CEO. 1.2 Elect Director Stephen L. Feinberg --- For 1.3 Elect Director George L. Fotiades --- For 1.4 Elect Director Christine N. Garvey --- For 1.5 Elect Director Donald P. Jacobs --- For 1.6 Elect Director Walter C. Rakowich --- For 1.7 Elect Director Nelson C. Rising --- For 1.8 Elect Director Jeffrey H. Schwartz --- For 1.9 Elect Director D. Michael Steuert --- For 1.10 Elect Director J. Andre Teixeira --- For 1.11 Elect Director William D. Zollars --- Withhold 1.12 Elect Director Andrea M. Zulberti --- For 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 4.97 percent is within the allowable cap for this company of 5.00 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 08/31/05 - SProvidian Financial Corp. 74406A102 08/01/05 4,283 1 Approve Merger Agreement For For Mgmt Conclusion Based on our review of the terms of the transaction and the factors described above, in particular the premium to receivables, we believe that the merger agreement warrants shareholder support. While we recognize that the offer value may not be the maximum price that could have been achieved, we do believe that the offer value falls within an appropriate range. We note that the company did not conduct an auction for the company, and that some potential concerns were raised by some of management's comments in our meeting with them. Nevertheless, while we have acknowledged the viewpoint expressed by Putnam in their public announcements, there is insufficient consensus surrounding Providian's long-term earnings potential that would warrant a higher valuation and voting against this transaction. 2 Adjourn Meeting For For Mgmt Given the narrow scope of this proposal, and our support for this transaction, we recommend that shareholders support this proposal. 05/09/06 - APrudential Financial Inc *PRU* 744320102 03/10/06 7,858 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Eliminate or Restrict Severance Agreements Against For ShrHoldr (Change-in-Control) In conclusion, we believe that the cap suggested by the proponent of 2.99 times base salary and bonus is widely considered as the standard threshold level of severance payments for senior executives that should be subject to a shareholder vote. The definition of severance benefits also includes the value of accelerated equity, which often contributes to a significant portion of severance payments. Additionally, since the proponent's proposal does not require that shareholder approval be obtained prior to the drafting of severance agreements, we do not believe that adoption of this proposal would unduly hinder the company's ability to negotiate such agreements with potential executives. ISS believes that shareholders should have a voice in lucrative good-bye packages. 07/19/05 - APublic Service Enterprise Group Inc. *PEG* 744573106 05/27/05 3,396 1 Approve Merger Agreement For For Mgmt Based on our review of the terms of the transaction and the factors described above, we believe that the merger agreement warrants shareholder support. 2 Elect Directors For For Mgmt 3 Ratify Auditors For For Mgmt 4 Adjourn Meeting For Against Mgmt Given that we are unable to know the purpose of this adjournment in advance, we would recommend voting against this proposal. 5 Review/Limit Executive Compensation Against Against ShrHoldr Conclusion It is ISS' policy to recommend voting AGAINST proposals that seek to set absolute levels on compensation or otherwise dictate the amount or form of compensation. 05/11/06 - APulte Homes Inc. *PHM* 745867101 03/14/06 3,337 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 4 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 5 Provide for Cumulative Voting Against For ShrHoldr In this case, the company fails to include all of the aforementioned corporate governance and performance criteria. Specifically, the board has a classified structure. Accordingly, the proposal warrants shareholder support. 6 Performance-Based Equity Awards Against For ShrHoldr In this case, Pulte grants time-vested restricted stock and standard stock options to its named executive officers. These awards are not considered performance-based awards under ISS' policies. A rise in the stock market can provide automatic gains without the executives exhibiting any demonstrated effort. Therefore, ISS believes that proposal warrants shareholder support. 08/23/05 - AQLogic Corp. *QLGC* 747277101 07/01/05 1,323 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plan of 11.37 percent is within the allowable cap for this company of 12.51 percent. Additionally, this plan expressly forbids repricing. In FY 2005, the company granted in excess of 25 percent of its total equity grants to its top five named executive officers. 3 Ratify Auditors For For Mgmt 03/07/06 - AQUALCOMM Inc. *QCOM* 747525103 01/06/06 25,584 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Richard C. Atkinson --- Withhold We recommend withholding votes from all nominees. We recommend shareholders WITHHOLD votes from Richard C. Atkinson, Diana Lady Dougan, Peter M. Sacerdote, and Marc I. Stern for extending the term of the company's poison pill without shareholder approval. 1.2 Elect Director Diana Lady Dougan --- Withhold 1.3 Elect Director Peter M. Sacerdote --- Withhold 1.4 Elect Director Marc I. Stern --- Withhold 2 Declassify the Board and Eliminate Cumulative Voting For For Mgmt On a standalone basis, ISS would: (a) recommend shareholders support the proposal to declassify the board; and (b) recommend shareholders vote against the proposal to eliminate cumulative voting. On balance, however, ISS considers the bundled proposal to be beneficial to shareholders. In a case where the certificate currently provides for cumulative voting, ISS does not believe it is necessary to remove the provision. However, we feel that the ability to elect directors is the single most important use of the shareholder franchise. ISS believes that all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. As such, we recommend a vote FOR this proposal. 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 8.69 percent is within the allowable cap for this company of 12.43 percent. Additionally, this plan expressly forbids repricing. 4 Ratify Auditors For For Mgmt 5 Adjourn Meeting For Against Mgmt Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 05/04/06 - AQuest Diagnostics, Incorporated *DGX* 74834L100 03/20/06 2,578 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt The requested increase of 300,000,000 shares is below the allowable threshold of 450,000,000 shares. 4 Approve Nonqualified Employee Stock Purchase Plan For For Mgmt Employee stock purchase plans enable employees to become shareholders, which gives them a stake in the company's growth. Stock purchase plans are beneficial only when they are well balanced and in the best interests of all shareholders. From a shareholder's perspective, the limit on the company's matching contribution is reasonable and there are caps placed on the employee's contribution (expressed as a percent of compensation which may exclude bonus, commissions or special compensation). There is minimum dilution associated with the plan since shares of company stock are purchased on the open market with mainly employee contributions. 05/24/06 - AQwest Communications International Inc. *Q* 749121109 03/27/06 194 1 Elect Directors For Split Mgmt 1.1 Elect Director Linda G. Alvarado --- For We recommend a vote FOR the directors with the exception of independent outsider R. David Hoover. We recommend that shareholders WITHHOLD votes from R. David Hoover for sitting on more than three boards. 1.2 Elect Director Charles L. Biggs --- For 1.3 Elect Director R. David Hoover --- Withhold 1.4 Elect Director Patrick J. Martin --- For 1.5 Elect Director Caroline Matthews --- For 1.6 Elect Director Wayne W. Murdy --- For 1.7 Elect Director Richard C. Notebaert --- For 1.8 Elect Director Frank P. Popoff --- For 1.9 Elect Director James A. Unruh --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 2.43 percent is within the allowable cap for this company of 5.65 percent. 4 Claw-back of Payments under Restatements Against For ShrHoldr In evaluating shareholder clawback proposals, ISS considers if the company has adopted a formal clawback policy and/or if the company has chronic restatement history or material financial problems. In this case, Qwest has adopted a policy to recover performance-based compensation if the board determines a senior executive officer was improperly compensated as a result of future substantial restatement of previously issued financial statements and it is in the best interests of the company. The current policy also provides the board the discretion to consider additional factors in its evaluation to seek recovery of certain performance-based compensation. As noted by the proponent, Qwest had a substantial restatement due to fraudulent practices in the past and had paid $250 million to settle SEC charges. Although the company has adopted a formal policy to recover certain performance-based compensation, ISS believes the policy provides the board wide discretion. In light of the company's historical material restatements due to fraudulent practices, ISS believes shareholder support continues to be warranted in this case. 5 Submit Supplemental Executive Retirement Plans to Against For ShrHoldr Shareholder vote Because the SERP confers extraordinary benefits not included in employee-wide plans, we believe that the proposal warrants shareholder support. Further, the board is able to implement this policy in a manner that does not violate any existing employment agreement or vested pension benefit. 6 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system gives full effect to the shareholder franchise. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 7 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 05/25/06 - AR. R. Donnelley & Sons Co. *RRD* 257867101 04/01/06 3,371 1 Elect Directors For Split Mgmt 1.1 Elect Director Thomas S. Johnson --- For We recommend a vote FOR the directors with the exception of independent outsider Norman H. Wesley. We recommend that shareholders WITHHOLD votes from Norman H. Wesley for sitting on more than three boards. 1.2 Elect Director John C. Pope --- For 1.3 Elect Director Lionel H. Schipper, C.M. --- For 1.4 Elect Director Norman H. Wesley --- Withhold 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr 05/18/06 - ARadioshack Corp. *RSH* 750438103 03/21/06 2,102 1 Elect Directors For For Mgmt 1.1 Elect Director Frank J. Belatti --- For We recommend a vote FOR the directors with the exception of Jack L. Messman. We recommend that shareholders WITHHOLD votes from Jack L. Messman for sitting on more than three boards while serving as a CEO. 1.2 Elect Director Ronald E. Elmquist --- For 1.3 Elect Director Robert S. Falcone --- For 1.4 Elect Director Daniel R. Feehan --- For 1.5 Elect Director Richard J. Hernandez --- For 1.6 Elect Director H. Eugene Lockhart --- For 1.7 Elect Director Jack L. Messman --- For 1.8 Elect Director William G. Morton, Jr. --- For 1.9 Elect Director Thomas G. Plaskett --- For 1.10 Elect Director Edwina D. Woodbury --- For 05/03/06 - ARaytheon Co. *RTN* 755111507 03/09/06 6,951 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 5 Provide for Cumulative Voting Against For ShrHoldr In this case, the company fails to include all of the aforementioned corporate governance and performance criteria. Specifically, shareholders may not act by written consent and may not call special meetings. Accordingly, the proposal warrants shareholder support. 6 Submit Supplemental Executive Retirement Plans to Against For ShrHoldr Shareholder vote Because the SERP confers extraordinary benefits not included in employee-wide plans, we believe that the proposal warrants shareholder support. Further, the board is able to implement this policy in a manner that does not violate any existing employment agreement or vested pension benefit. 7 Separate Chairman and CEO Positions Against For ShrHoldr While the duties of the lead director have been detailed in the company's proxy statement as well as the Governance Principles document on the company's website web, the duties fail to include all of the aforementioned criteria. Specifically, it is not mentioned if the lead director approves information sent to the board, approves meeting agendas for the board, has the authority to call meetings of the independent directors and if requested by major shareholders, ensures that he is available for consultation and direct communication. We believe that the company's governance structure currently does not provide a satisfactory balance to a unified chairman and CEO / president position. 01/25/06 - SReebok International Ltd. 758110100 12/19/05 778 1 Approve Merger Agreement For For Mgmt Please note that regarding the change-in-control payments, Mr. Fireman, the Chairman, President, and Chief Executive Officer of the company, receives a payout of approximately $147.5 million of the total amount of $214.5 million. Management and the board of directors viewed the following factors as deciding before approving the merger agreement: 1. The significant premium that the merger consideration of $59.00 per share represented in comparison to the closing price per share of the Reebok common stock on August 2nd; 2. That the merger consideration is all cash, which provides certainty of value to Reebok's shareholders; 3. The fact that it is likely that the merger will be completed, in light of the experience, reputation and financial capability of Adidas and the absence of any financing condition to Adidas' obligation to complete the merger; and 4. The fact that there are business, financial, market and execution risks associated with remaining independent and successfully implementing Reebok's business strategies. Based on our review of the terms of the transaction and the factors described above, in particular the premium paid in the transaction and the all-cash consideration, we believe that the merger agreement warrants shareholder support. 2 Adjourn Meeting For For Mgmt 05/18/06 - ARegions Financial Corp. *RF* 7591EP100 03/23/06 5,953 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 3.25 percent is within the allowable cap for this company of 6.22 percent. 3 Ratify Auditors For For Mgmt 4 Declassify the Board of Directors Against For ShrHoldr 05/03/06 - AReynolds American Inc *RAI* 761713106 03/06/06 1,330 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Conduct Study on Youth Smoking Against Against ShrHoldr ISS generally supports information that increases shareholder awareness of potential risks and opportunities associated with their investment; however, this disclosure should be balanced with the cost associated with gathering and publishing the data, the level of existing information available, and the feasibility of complying with the structure of the proposal. In light of the potentially negative impact that the branding and marketing of flavored cigarettes may have at the company and other tobacco companies, we believe that this issue warrants close attention by the company's board of directors. That said, ISS is concerned with the structure of this resolution, specifically the aspect requesting that the company cease research, development, and marketing of a specific product line. While we note that the company's line of flavored tobacco products does not appear to comprise a large portion of its overall revenues, such decisions could have a negative impact on shareholder value. As such, we do not recommend shareholder support for this resolution. 4 Support Legislation to Reduce Smoking Against Against ShrHoldr Generally speaking, ISS believes that public agencies are the appropriate forum for discussion on tax policies or regulations regarding public smoking. Furthermore, ISS is concerned that taking active positions to support certain issues related to smoking may have a negative impact on the company's business, and questions the short-term and long-term impact on shareholder value that may result from compliance with this proposal. As such, we do not recommend shareholder support for the resolution. 05/02/06 - ARobert Half International Inc. *RHI* 770323103 03/10/06 2,650 1 Elect Directors For For Mgmt 2 Ratify Auditor For For Mgmt 3 Prohibit Discrimination Based on Sexual Orientation Against Against ShrHoldr In this case, we note that the company has stated that it includes reference to non-discrimination based on sexual orientation in its employee handbook. Additionally, research by HRC, an advocacy group for Gay, Lesbian, Bisexual, and Transgender rights, states that Robert Half offers health insurance to domestic partners. As such, while the company does not specifically address the topic of gender identity, it would appear that it has substantially adopted an EEO policy that includes reference to sexual orientation, and implemented a domestic partner benefits policy. Therefore, while Robert Half could improve disclosure on its policies related to non-discrimination, ISS believes that the company has taken appropriate measures to ensure that its EEO policy includes reference to discrimination based on sexual orientation. As such, we do not believe that shareholder support for this resolution is warranted. 02/01/06 - ARockwell Automation Inc *ROK* 773903109 12/05/05 2,689 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 02/07/06 - ARockwell Collins, Inc. *COL* 774341101 12/09/05 2,616 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.83 percent is within the allowable cap for this company of 7.66 percent. Additionally, this plan expressly forbids repricing. 4 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 05/01/06 - ARohm and Haas Co. *ROH* 775371107 03/03/06 2,240 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/28/06 - ARowan Companies, Inc. *RDC* 779382100 03/01/06 1,701 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/05/06 - ARyder System, Inc. *R* 783549108 03/10/06 998 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/16/06 - ASabre Holdings Corporation *TSG* 785905100 03/17/06 2,041 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/03/06 - ASAFECO Corp. *SAFC* 786429100 03/06/06 1,922 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/06 - ASafeway Inc. *SWY* 786514208 03/27/06 7,020 1 Elect Director Steven A. Burd For For Mgmt 2 Elect Director Janet E. Grove For For Mgmt 3 Elect Director Mohan Gyani For For Mgmt 4 Elect Director Paul Hazen For For Mgmt 5 Elect Director Robert I. MacDonnell For For Mgmt 6 Elect Director Douglas J. MacKenzie For For Mgmt 7 Elect Director Rebecca A. Stirn For For Mgmt 8 Elect Director William Y. Tauscher For For Mgmt 9 Elect Director Raymond G. Viault For For Mgmt 10 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 11 Ratify Auditors For For Mgmt 12 Provide for Cumulative Voting Against For ShrHoldr In this case, the company meets all of our corporate governance and performance criteria except for confidential voting. Accordingly, the proposal warrants shareholder support. 13 Eliminate or Restrict Severance Agreements Against For ShrHoldr (Change-in-Control) As noted by the proponent, investors often have no reasonable way to object to excessive change in control (CIC) payments once a transaction is announced. Investors must insist on better disclosure of potential CIC payments from compensation committees--long before a deal is contemplated. When a top executive is hired or the company adopts a new severance plan, committees should prepare tally sheets that list the aggregate payouts to the top executives under various M&A scenarios. These sheets should provide payout totals and not force investors to wade through a sea of numbers to figure how much an executive might receive. This information should be disclosed regularly to shareholders. ISS supports the submission of golden parachutes and other severance provisions for shareholder ratification as a general principle. Employment contracts, severance agreements and retirement packages for senior executives are usually not submitted to a shareholder vote. These contractual agreements bear significant fixed costs to shareholders and are not performance driven. The current system also does not allow shareholders to voice its dissatisfaction on executive pay in the appropriate manner. This shareholder proposal has certain elements that are similar to the Protection Against Executive Compensation Abuse Act, sponsored by Rep. Barney Frank (D-Mass). The bill takes aim at executive compensation. One aspect of the bill is to allow shareholders to vote on "change of control" compensation schemes, where an executive receives compensation when a company is bought. ISS believes that shareholders should have a voice in golden parachutes, particularly if the amounts are substantial. ISS recognizes that implementation of this policy may be difficult. However, we note that this proposal is somewhat similar to the severance/change-in-control proposal, whereby a company will seek shareholder approval for future severance agreements with senior executives that could provide benefits in an amount exceeding 2.99 times the sum of the executive's base salary and bonus. Currently, the company does not have a policy to seek shareholder approval on excessive severance/change-in-control payments. In supporting the spirit of the proposal, ISS believes that the company can implement a policy on seeking shareholder approval for excessive severance/change-in-control payments. 14 Company-Specific-Establishment of an Office of the Board Against Against ShrHoldr Because the company has taken steps to establish a communication structure and has effectively disclosed information with respect to this structure to its shareholders, we do not believe support for this proposal is warranted at this time. 15 Adopt Policy to Identify and Label Food Products that Against Against ShrHoldr Contain Genetically Engineered Ingredients In this case, the proponent is seeking the labeling of products, not an outright phase-out. ISS reviews proposals to label GE products on a case-by-case basis. While we generally support proposals that seek to provide shareholders with greater disclosure regarding the risks associated with their investment, we believe that the practice of labeling every product that may contain genetically modified ingredients would be a formidable task. Given the widespread existence of these products, we question whether such an initiative can be successfully and economically implemented. Conversely, a broad approach of labeling all products as "potentially containing GE ingredients" would be of limited use to consumers and shareholders. Therefore, based on concerns with the associated costs and feasibility of effectively implementing this resolution, ISS does not believe that shareholder support is warranted. 16 Issue Sustainability Report Against For ShrHoldr While Safeway does have certain information on social, environmental, and economic initiatives available on the company website, detailed disclosure on issues of environmental performance, diversity information, workplace health and safety performance, and sustainable growth could be improved and included as part of a more comprehensive report. Additionally, we recognize that Safeway has taken steps towards improving its transparency on environmental initiatives through its 2004 Environmental Status Report; however, ISS does not believe that this report substantially addresses many of the performance issues brought forth by this resolution that may impact the company. Finally, in light of the current information provided by the company, it does not appear that consolidating the information and providing additional details in a comprehensive report would be overly burdensome or costly. Therefore, considering the lack of detailed disclosure on certain issues and the potential benefits that could be derived from increased reporting, ISS recommends a vote for this proposal. 02/27/06 - ASanmina-SCI Corp. *SANM* 800907107 01/11/06 8,179 1 Elect Directors For For Mgmt 1.1 Elect Director Neil R. Bonke --- For ISS recommends shareholder to vote FOR all directors. 1.2 Elect Director Alain Couder --- For 1.3 Elect Director Mario M. Rosati --- For 1.4 Elect Director A. Eugene Sapp, Jr. --- For 1.5 Elect Director Wayne Shortridge --- For 1.6 Elect Director Peter J. Simone --- For 1.7 Elect Director Jure Sola --- For 1.8 Elect Director Jacquelyn M. Ward --- For 2 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 3 Ratify Auditors For For Mgmt 10/27/05 - ASara Lee Corp. *SLE* 803111103 09/01/05 11,460 1 Elect Directors For Split Mgmt 1.1 Elect Director Brenda C. Barnes --- For We recommend a vote FOR the directors with the exception of Cornelis J.A. van Lede. We recommend that shareholders WITHHOLD votes from Cornelis J.A. van Lede for poor attendance. 1.2 Elect Director J.T. Battenberg, III --- For 1.3 Elect Director Charles W. Coker --- For 1.4 Elect Director James S. Crown --- For 1.5 Elect Director Willie D. Davis --- For 1.6 Elect Director Laurette T. Koellner --- For 1.7 Elect Director Cornelis J.A. Van Lede --- Withhold 1.8 Elect Director Sir Ian Prosser --- For 1.9 Elect Director Rozanne L. Ridgway --- For 1.10 Elect Director Richard L. Thomas --- For 1.11 Elect Director Jonathan P. Ward --- For 2 Ratify Auditors For For Mgmt 3 Approve Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 4 Adopt ILO Based Code of Conduct Against Against ShrHoldr In this case, Sara Lee provides substantial information on the company website regarding its corporate Global Business Standards, as well as a separate set of Global Standards for Suppliers. These codes include reference to workplace human rights issues such as child labor, forced labor, and the right to associate. There is further information available, in the Global Standards, as well as on other corporate websites that discloses the company's policies on diversity. Moreover, while the disclosure is limited, the company does briefly discuss its monitoring programs, including compliance reporting to the Audit committee of the company's board of directors. ISS recognizes the value of independent monitoring as requested by the proponent, particularly in cases where a company's own internal monitoring systems appear to be inadequate or there are persistent concerns in the company's international operations or in the operations of their suppliers. However, we do not believe that additional costs associated with the monitoring component of this proposal would be in the best economic interests of shareholders at this time, given existing disclosure around the company's rules for conduct and that there do not appear to be significant human rights controversies surrounding the company's international labor rights standards. In light of the company's existing policies referencing many of the core ILO conventions such as child/indentured labor, equal opportunity, and the right to bargain collectively, and considering the company has not been involved in recent controversies regarding international human rights, ISS does not believe that the adoption of this resolution and the associated independent monitoring programs is necessary at this time. 5 Eliminate or Restrict Severance Agreements Against For ShrHoldr (Change-in-Control) We believe that the three times base salary cap currently applicable to the CEO and EVPs is considered as the standard threshold level of severance remuneration for senior executives that should be subject to a shareholder vote. Additionally, the proponent's proposal does not require that shareholder approval be obtained prior to the drafting of severance agreements. We do not believe that this shareholder proposal is constraining on the company to the extent that it would make it more difficult to negotiate employment agreements with executives. 6 Submit Shareholder Rights Plan (Poison Pill) to Against For ShrHoldr Shareholder Vote In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that ISS recommends. We therefore agree with the proponent that the current pill should be put to a shareholder vote or redeemed and that any new pill be put to a shareholder vote. 05/19/06 - ASchering-Plough Corp. *SGP* 806605101 03/20/06 22,997 1 Elect Directors For For Mgmt 2 Ratify Auditor For For Mgmt 3 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 4 Approve Outside Director Stock Awards/Options in Lieu For For Mgmt of Cash We believe that the voting power dilution from this plan is reasonable. By paying directors a greater portion of their compensation in stock rather than cash, their interests may be more closely aligned with those of shareholders. 5 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 3.75 percent is within the allowable cap for this company of 10.24 percent. Additionally, this plan expressly forbids repricing. 6 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 7 Adopt Simple Majority Vote Requirement Against For ShrHoldr We support shareholder proposals seeking to eliminate supermajority vote requirements, as they could serve as entrenchment devices for management and therefore are not in the shareholders' best interest. 04/12/06 - ASchlumberger Ltd. *SLB* 806857108 03/01/06 9,167 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 ADOPTION AND APPROVAL OF FINANCIALS AND DIVIDENDS For For Mgmt 3 ADOPTION OF AMENDMENT TO THE ARTICLES OF INCORPORATION For For Mgmt It is recommended that shareholders vote for this proposal since its approval will enable the company to implement the proposed two-for-one stock split. 4 APPROVAL OF AMENDMENT AND RESTATEMENT OF THE For For Mgmt SCHLUMBERGER 2005 STOCK OPTION PLAN V. Vote RecommendationWe commend the company for expressly prohibiting repricing. This plan is supportable since the total cost of the company's plans of 3.81 percent is within the company-specific cap of 5 percent. 5 APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING For For Mgmt FIRM 11/03/05 - AScientific-Atlanta, Inc. 808655104 09/15/05 2,218 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Approve Non-Employee Director Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.48 percent is within the allowable cap for this company of 12.50 percent. Additionally, this plan expressly forbids repricing. 02/02/06 - SScientific-Atlanta, Inc. 808655104 12/30/05 2,389 1 Approve Merger Agreement For For Mgmt Based on our review of the terms of the transaction and the factors described above, we believe that the merger agreement warrants shareholder support. 2 Adjourn Meeting For For Mgmt Given the narrow scope of this proposal, and our support for the merger proposal, we recommend that shareholders support this proposal. 05/12/06 - ASealed Air Corp. *SEE* 81211K100 03/14/06 1,266 1 Elect Director Hank Brown For For Mgmt 2 Elect Director Michael Chu For For Mgmt 3 Elect Director Lawrence R. Codey For For Mgmt 4 Elect Director T. J. Dermot Dunphy For For Mgmt 5 Elect Director Charles F. Farrell, Jr. For For Mgmt 6 Elect Director William V. Hickey For For Mgmt 7 Elect Director Jacqueline B. Kosecoff For For Mgmt 8 Elect Director Kenneth P. Manning For For Mgmt 9 Elect Director William J. Marino For For Mgmt 10 Ratify Auditors For For Mgmt 04/12/06 - ASears Holdings Corp *SHLD* 812350106 02/24/06 1,552 1 Elect Directors For For Mgmt 1.1 Elect Director Donald J. Carty --- For We recommend a vote FOR the directors. 1.2 Elect Director William C. Crowley --- For 1.3 Elect Director Alan J. Lacy --- For 1.4 Elect Director Edward S. Lampert --- For 1.5 Elect Director Aylwin B. Lewis --- For 1.6 Elect Director Steven T. Mnuchin --- For 1.7 Elect Director Richard C. Perry --- For 1.8 Elect Director Ann N. Reese --- For 1.9 Elect Director Thomas J. Tisch --- For 2 Approve Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 3 Approve Restricted Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 0.76 percent is within the allowable cap for this company of 8.90 percent. 4 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Ratify Auditors For For Mgmt 05/04/06 - ASempra Energy *SRE* 816851109 03/10/06 4,001 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 4 Performance-Based and/or Time-Based Equity Awards Against Against ShrHoldr Conclusion While ISS supports the spirit of this shareholder proposal, we believe that the company's recent practices regarding executive compensation is a positive step towards pay-for-performance. The company grants a substantial portion of senior executives' total long-term (equity-based) compensation in the form of performance-contingent awards. As such, we do no believe this proposal warrants shareholder support. 01/31/06 - SSiebel Systems, Inc. 826170102 12/15/05 7,735 1 Approve Merger Agreement For For Mgmt Based on our review of the terms of the transaction and the factors described above, particularly the market premium, we believe that the merger warrants shareholder support. 2 Adjourn Meeting For For Mgmt Given the narrow scope of this proposal, and our support for the merger discussed in Item 1, we recommend that shareholders support this proposal. 05/02/06 - ASigma-Aldrich Corp. *SIAL* 826552101 03/03/06 1,046 1 Elect Directors For For Mgmt 2 Ratify Auditor For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.75 percent is within the allowable cap for this company of 10.85 percent. Additionally, this plan expressly forbids repricing. The company's three-year average burn rate of 1.20 percent is also within the allowable industry burn rate cap of 2.11 percent. 05/11/06 - ASimon Property Group, Inc. *SPG* 828806109 03/09/06 2,900 1 Elect Directors For Split Mgmt 1.1 Elect Director Birch Bayh --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Birch Bayh. We recommend that shareholders WITHHOLD votes from Birch Bayh for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Melvyn E. Bergstein --- For 1.3 Elect Director Linda Walker Bynoe --- For 1.4 Elect Director Karen N. Horn, Ph.D. --- For 1.5 Elect Director Reuben S. Leibowitz --- For 1.6 Elect Director J. Albert Smith, Jr. --- For 1.7 Elect Director Pieter S. van den Berg --- For 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 2.16 percent is within the allowable cap for this company of 5.00 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 05/18/06 - ASLM Corp. *SLM* 78442P106 03/20/06 6,493 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/06 - ASnap-on Incorporated *SNA* 833034101 02/27/06 900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 8.17 percent is within the allowable cap for this company of 9.87 percent. Additionally, this plan expressly forbids repricing. 01/12/06 - ASolectron Corp. *SLR* 834182107 11/18/05 14,398 1 Elect Directors For Split Mgmt 1.1 Elect Director William A. Hasler --- Withhold We recommend a vote FOR the directors with the exception of independent outsider William A. Hasler, from whom we recommend shareholders WITHHOLD votes for sitting on more than six boards. 1.2 Elect Director Michael R. Cannon --- For 1.3 Elect Director Richard A. D'Amore --- For 1.4 Elect Director H. Paulett Eberhart --- For 1.5 Elect Director Heinz Fridrich --- For 1.6 Elect Director William R. Graber --- For 1.7 Elect Director Dr. Paul R. Low --- For 1.8 Elect Director C. Wesley M. Scott --- For 1.9 Elect Director Cyril Yansouni --- For 2 Approve Reverse Stock Split For For Mgmt Because the board will proportionately decrease the company's authorized common shares in connection with the proposed reverse stock split, we recommend a vote FOR this item. 3 Ratify Auditors For For Mgmt 05/24/06 - ASouthern Company *SO* 842587107 03/27/06 41 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.68 percent is within the allowable cap for this company of 7.59 percent. Additionally, this plan expressly forbids repricing. 05/17/06 - ASouthwest Airlines Co. *LUV* 844741108 03/22/06 11,054 1 Elect Directors For For Mgmt 2 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 3 Ratify Auditors For For Mgmt 4 Adopt Simple Majority Vote Against For ShrHoldr ISS Analysis and Conclusion ISS acknowledges that adoption of this proposal may not eliminate the supermajority provisions. We also acknowledge that an affirmative vote of at least 80 percent of the outstanding shares would be required to eliminate the supermajority vote. However, based on principle, ISS maintains that a simple majority of voting shares should be sufficient to effect changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking amendments that are in shareholders' best interests. ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. As such, we support this proposal. 07/13/05 - ASprint Nextel Corp *S* 852061100 05/20/05 21,062 1 Increase Authorized Common Stock For For Mgmt The requested increase of 3,500,000,000 shares is below the allowable threshold of 5,000,000,000 shares. 2 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt While ISS does not support limiting the ability of shareholders to vote on important transactions, nevertheless we recognize that the approval of this proposal is required for completion of the merger. Given that we are supportive of the merger, on balance, we recommend that shareholders approve this proposal. 3 Change Company Name For For Mgmt 4 Issue Shares in Connection with an Acquisition For For Mgmt Based on our review of the terms of the transaction and the factors described above, we believe that the share issuance warrants shareholder support. 5 Adjourn Meeting For For Mgmt Given that we are supportive of the merger, we recommend that shareholders support this adjournment proposal. 6 Elect Directors For For Mgmt 7 Ratify Auditors For For Mgmt 8 Review Executive Compensation Against For ShrHoldr Conclusion While ISS recognizes that Sprint has to remain competitive, nevertheless we believe that shareholders should have the opportunity to vote on such matters. In this case, the proposal provides for retrospective approval and therefore does not preclude Sprint from entering into agreements with potential executives. 04/18/06 - ASprint Nextel Corp *S* 852061100 02/28/06 45,974 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS notes that the proposal is not intended to limit the judgment of the board. The board would retain the discretion to address the status of incumbent directors who failed to receive a majority vote under a majority vote standard, and whether a plurality vote standard would be more appropriate in director elections when the number of director nominees exceeds the available board seats. 4 Restore or Provide for Cumulative Voting Against For ShrHoldr In this case, the company fails to meet all of the aforementioned corporate governance and performance criteria. Specifically, shareholders may not call special meetings and may only act by written consent if such consent is unanimous. Accordingly, the proposal warrants shareholder support. 05/10/06 - ASt. Jude Medical, Inc. *STJ* 790849103 03/13/06 5,704 1 Elect Directors For For Mgmt 2 Approve Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.67 percent is within the allowable cap for this company of 8.15 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 06/06/06 - AStaples, Inc. *SPLS* 855030102 04/10/06 11,375 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 3 Ratify Auditors For For Mgmt 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, in a case where a company has in place certain unfavorable governance provisions, as indicated above, we do not believe the resignation policy is a sufficient alternative to the proposed majority voting standard. The company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. In addition, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 02/08/06 - AStarbucks Corp. *SBUX* 855244109 12/01/05 11,380 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 05/02/06 - AStarwood Hotels & Resorts Worldwide, Inc. 85590A203 03/14/06 3,411 *HOT* 1 Elect Directors For Split Mgmt 1.1 Elect Director Steven J. Heyer --- Withhold We recommend a vote for Lizanne Galbreath, but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from insider Steven J. Heyer, independent outsiders Charlene Barshefsky, Jean-Marc Chapus, Bruce W. Duncan, Eric Hippeau, Stephen R. Quazzo, Thomas O. Ryder, Daniel W. Yih and Kneeland C. Youngblood for failure to implement a majority-approved shareholder proposal on confidential voting. 1.2 Elect Director Charlene Barshefsky --- Withhold 1.3 Elect Director Jean-Marc Chapus --- Withhold 1.4 Elect Director Bruce W. Duncan --- Withhold 1.5 Elect Director Lizanne Galbreath --- For 1.6 Elect Director Eric Hippeau --- Withhold 1.7 Elect Director Stephen R. Quazzo --- Withhold 1.8 Elect Director Thomas O. Ryder --- Withhold 1.9 Elect Director Daniel W. Yih --- Withhold 1.10 Elect Director Kneeland C. Youngblood --- Withhold 2 Ratify Auditors For For Mgmt 04/19/06 - AState Street Corp. (Boston) *STT* 857477103 02/24/06 5,102 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 8.96 percent is within the allowable cap for this company of 12.44 percent. Additionally, this plan expressly forbids repricing. 4 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Submit Shareholder Rights Plan (Poison Pill) to Against For ShrHoldr Shareholder Vote In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that ISS recommends. We therefore agree with the proponent that the current pill should be put to a shareholder vote or redeemed and that any new pill be put to a shareholder vote. 04/26/06 - AStryker Corp. *SYK* 863667101 02/28/06 4,537 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.67 percent is within the allowable cap for this company of 7.81 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 10/27/05 - ASun Microsystems, Inc. *SUNW* 866810104 08/29/05 49,579 1 Elect Directors For Split Mgmt 1.1 Elect Director Scott G. McNealy --- For We recommend that shareholders vote FOR the nominees with the exception of Michael E. Lehman, M. Kenneth Oshman, L. John Doerr, and Stephen M. Bennett. We recommend WITHHOLD votes from Compensation Committee members M. Kenneth Oshman, L. John Doerr, and Stephen M. Bennett due to the concern about the company's pay-for-performance practices. We also recommend WITHHOLD votes from Michael E. Lehman for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director James L. Barksdale --- For 1.3 Elect Director Stephen M. Bennett --- Withhold 1.4 Elect Director L. John Doerr --- Withhold 1.5 Elect Director Robert J. Fisher --- For 1.6 Elect Director Michael E. Lehman --- Withhold 1.7 Elect Director Patricia E. Mitchell --- For 1.8 Elect Director M. Kenneth Oshman --- Withhold 1.9 Elect Director Naomi O. Seligman --- For 2 Ratify Auditors For For Mgmt 3 Performance- Based/Indexed Options Against For ShrHoldr The proposal requests that a significant portion of future stock option grants to senior executives shall be performance-based. ISS believes that this is not unduly restrictive. Based on the Report of the Leadership Development and Compensation Committee on Executive Compensation, we could not directly link any of the stock option grants to performance metrics. As such, we support this proposal. 4 Approve Terms of Existing Poison Pill Against For ShrHoldr In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that ISS recommends. We therefore agree with the proponent that the current pill should be put to a shareholder vote or redeemed and that any new pill be put to a shareholder vote. 07/28/05 - ASunGard Data Systems Inc. 867363103 06/17/05 4,116 1 Approve Merger Agreement For For Mgmt Based on our review of the terms of the transaction and the factors described above, in particular the reasonable premium, we believe that the merger agreement warrants shareholder support. 2 Adjourn Meeting For For Mgmt Where ISS is supportive of the underlying merger proposal, we are supportive of a narrowly-tailored adjournment proposal that seeks adjournment solely to solicit additional proxies to approve the underlying transaction. 3 Elect Directors For For Mgmt 4 Ratify Auditors For For Mgmt 05/04/06 - ASunoco, Inc. *SUN* 86764P109 02/09/06 2,118 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For Mgmt 04/18/06 - ASunTrust Banks, Inc. *STI* 867914103 02/28/06 5,623 1 Elect Directors For Split Mgmt 1.1 Elect Director J. Hyatt Brown --- Withhold We recommend a vote FOR the directors with the exception of J. Hyatt Brown, from whom we recommend shareholders WITHHOLD votes for sitting on more than three boards while serving as a CEO. 1.2 Elect Director Alston D. Correll --- For 1.3 Elect Director David H. Hughes --- For 1.4 Elect Director E. Neville Isdell --- For 1.5 Elect Director G. Gilmer Minor, III --- For 1.6 Elect Director Thomas M. Garrott --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 06/28/06 - ASupervalu Inc. *SVU* 868536103 05/19/06 2,126 1 Elect Director Irwin Cohen For For Mgmt 2 Elect Director Ronald E. Daly For For Mgmt 3 Elect Director Lawrence A. Del Santo For For Mgmt 4 Elect Director Susan E. Engel For For Mgmt 5 Elect Director Philip L. Francis For For Mgmt 6 Ratify Auditors For For Mgmt 09/16/05 - ASymantec Corp. *SYMC* 871503108 07/25/05 17,347 1 Elect Directors For Split Mgmt 1.1 Elect Director Gary L. Bloom --- For We recommend a vote FOR the directors with the exception of Robert S. Miller, from whom we recommend shareholders WITHHOLD votes for sitting on more than three boards while serving as CEO. 1.2 Elect Director Michael Brown --- For 1.3 Elect Director William T. Coleman --- For 1.4 Elect Director David L. Mahoney --- For 1.5 Elect Director Robert S. Miller --- Withhold 1.6 Elect Director George Reyes --- For 1.7 Elect Director David Roux --- For 1.8 Elect Director Daniel H. Schulman --- For 1.9 Elect Director John W. Thompson --- For 1.10 Elect Director V. Paul Unruh --- For 2 Ratify Auditors For For Mgmt 05/01/06 - ASymbol Technologies, Inc. *SBL* 871508107 03/24/06 3,949 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/06 - ASynovus Financial Corp. *SNV* 87161C105 02/21/06 4,860 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard Y. Bradley --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsiders Richard Y. Bradley and William B. Turner, Jr. We recommend that shareholders WITHHOLD votes from William B. Turner, Jr. for poor attendance and Richard Y. Bradley for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Frank W. Brumley --- For 1.3 Elect Director Elizabeth W. Camp --- For 1.4 Elect Director T. Michael Goodrich --- For 1.5 Elect Director John P. Illges, III --- For 1.6 Elect Director J. Neal Purcell --- For 1.7 Elect Director William B. Turner, Jr. --- Withhold 2 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Ratify Auditors For For Mgmt 5 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, the company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. In addition, the company has in place unfavorable governance provisions. Further, with regard to management's concern that the proposal does not consider potential board vacancies, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 11/11/05 - ASYSCO Corporation *SYY* 871829107 09/13/05 9,215 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.07 percent is within the allowable cap for this company of 7.31 percent. Additionally, this plan expressly forbids repricing. The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Approve Stock/Cash Award to Executive For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Approve Non-Employee Director Omnibus Stock Plan For For Mgmt VI. Vote Recommendation The total cost of the company's plans of 4.76 percent is within the allowable cap for this company of 7.31 percent. Additionally, this plan expressly forbids repricing. 04/26/06 - AT. Rowe Price Group, Inc. *TROW* 74144T108 02/24/06 2,033 1 Elect Directors For Split Mgmt 1.1 Elect Director Edward C. Bernard --- Withhold We recommend a vote FOR the directors with the exception of insiders Brian C. Rogers, George A. Roche, James A.C. Kennedy, Edward C. Bernard, and affiliated outsider Donald B. Hebb, Jr. We recommend shareholders WITHHOLD votes from Donald B. Hebb, Jr. for standing as an affiliated outsider on the Compensation and Nominating committees and for failure to establish a majority independent board; and from Brian C. Rogers, George A. Roche, James A.C. Kennedy, and Edward C. Bernard for failure to establish a majority independent board. 1.2 Elect Director James T. Brady --- For 1.3 Elect Director J. Alfred Broaddus, Jr. --- For 1.4 Elect Director Donald B. Hebb, Jr. --- Withhold 1.5 Elect Director James A.C. Kennedy --- Withhold 1.6 Elect Director George A. Roche --- Withhold 1.7 Elect Director Brian C. Rogers --- Withhold 1.8 Elect Director Dr. Alfred Sommer --- For 1.9 Elect Director Dwight S. Taylor --- For 1.10 Elect Director Anne Marie Whittemore --- For 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/17/06 - ATarget Corporation *TGT* 87612E106 03/20/06 13,681 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report Political Contributions/Activities Against Against ShrHoldr Conclusion In the case of Target, ISS notes that the company discusses its policies on political contributions on the company website and these policies do not appear inconsistent with industry standards or existing regulations on this issue. Specifically, Target's disclosure in its Code of Conduct and Corporate Responsibility Report outline the company's broad business strategy behind its political activity, and the specific internal organization that is accountable for political contributions within the company. Furthermore, the company does not appear to be the subject of any recent, significant controversy, fines, or litigation resulting from political action or contributions. Therefore, while we agree with the proponents that data on every type of political contribution may not be easily accessed, it is our opinion that information provided by Target's Code of Conduct and Corporate Responsibility Report provides shareholders with sufficient insight into the company's policies and controls. Therefore, ISS does not believe that additional reporting on this matter is warranted at this time. 04/26/06 - ATECO Energy, Inc. *TE* 872375100 02/16/06 3,238 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 09/22/05 - ATektronix, Inc. *TEK* 879131100 07/18/05 1,288 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 11.77 percent is within the allowable cap for this company of 12.48 percent. Additionally, this plan expressly forbids repricing. 4 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 04/27/06 - ATellabs, Inc. *TLAB* 879664100 02/27/06 6,978 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/05/06 - ATemple-Inland Inc. *TIN* 879868107 03/08/06 1,746 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/12/06 - ATenet Healthcare Corp. *THC* 88033G100 03/15/06 7,304 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/06 - ATeradyne, Inc. *TER* 880770102 04/03/06 3,092 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.43 percent is within the allowable cap for this company of 12.51 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 04/20/06 - ATexas Instruments Inc. *TXN* 882508104 02/21/06 25,178 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/06 - ATextron Inc. *TXT* 883203101 03/03/06 2,059 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Depleted Uranium Weapons Components Against Against ShrHoldr In this case, Textron is not currently involved in the production of DU munitions, and has not expressed any intent to become involved with the production of these weapons in the future. Therefore, many aspects of the requested report would not be applicable to the company. As such, we do not believe that the additional reporting requested by this resolution would provide enough meaningful information to shareholders to offset the potential cost and burden of gathering and disclosing the information 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS notes that the proposal is not intended to limit the judgment of the board. The board would retain the discretion to address the status of incumbent directors who failed to receive a majority vote under a majority vote standard, and whether a plurality vote standard would be more appropriate in director elections when the number of director nominees exceeds the available board seats. 05/11/06 - AThe AES Corp. *AES* 00130H105 03/03/06 10,164 1 Elect Directors For For Mgmt 2 Ratify Auditor For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 05/16/06 - AThe Allstate Corp. *ALL* 020002101 03/17/06 10,093 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 3.93 percent is within the allowable cap for this company of 5.00 percent. Additionally, this plan expressly forbids repricing. 4 Approve Non-Employee Director Omnibus Stock Plan For For Mgmt VI. Vote Recommendation The total cost of the company's plans of 2.37 percent is within the allowable cap for this company of 5.00 percent. 5 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 6 Adopt Simple Majority Vote Against For ShrHoldr ISS acknowledges that adoption of this proposal may not eliminate the supermajority vote requirements. An affirmative vote of at least 66 2/3 percent of the then outstanding shares would be required to eliminate the supermajority vote. However, based on principle, ISS maintains that a simple majority of voting shares should be sufficient to effect changes in a company's corporate governance. Requiring more than a simple majority may permit management to entrench itself by blocking amendments that are in shareholders' best interests. ISS supports a simple majority vote requirement. We recommend a vote FOR the proposal. 04/11/06 - AThe Bank Of New York Co., Inc. *BK* 064057102 02/21/06 11,985 1 Elect Directors For Split Mgmt 1.1 Elect Director Frank J. Biondi --- For We recommend a vote FOR the directors with the exception of independent outsider John C. Malone. We recommend that shareholders WITHHOLD votes from John C. Malone for sitting on more than three boards. 1.2 Elect Director Nicholas M. Donofrio --- For 1.3 Elect Director Gerald L. Hassel --- For 1.4 Elect Director Richard J. Kogan --- For 1.5 Elect Director Michael J. Kowalski --- For 1.6 Elect Director John A. Luke, Jr. --- For 1.7 Elect Director John C. Malone --- Withhold 1.8 Elect Director Paul Myners --- For 1.9 Elect Director Catherine A. Rein --- For 1.10 Elect Director Thomas A. Renyi --- For 1.11 Elect Director William C. Richardson --- For 1.12 Elect Director Brian l. Roberts --- For 1.13 Elect Director Samuel C. Scott, III --- For 1.14 Elect Director Richard C. Vaughan --- For 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against For ShrHoldr In this case, the company fails to meet all of the aforementioned corporate governance and performance criteria. Specifically, shareholders may not act by written consent and may not call special meetings. Accordingly, the proposal warrants shareholder support. 4 Reimbursement of Expenses of Opposition Candidates Against Against ShrHoldr ISS believes that adoption of this binding proposal would pose several problems. The formula by which the company would provide reimbursement would require substantial payment even if a number of dissident nominees do not receive significant votes. Additionally, the proposal does not include an overall cap on expense reimbursement and could encourage frivolous spending by shareholder nominees. ISS would prefer that dissident nominees include a reimbursement proposal on their proxy cards to be voted. 04/11/06 - AThe Bear Stearns Companies Inc. *BSC* 073902108 02/13/06 1,763 1 Elect Directors For For Mgmt 2 Amend Deferred Compensation Plan For For Mgmt By compensating the company's executives in stock, this plan will link executive compensation to the performance of the company, thereby better aligning management with shareholders' interests. Given that the proposed change does not constitute a material amendment, we believe this proposal warrants shareholder support. 3 Ratify Auditors For For Mgmt 04/20/06 - AThe Black & Decker Corp. *BDK* 091797100 02/21/06 1,220 1 Elect Directors For For Mgmt 1.1 Elect Director N.D. Archibald --- For We recommend a vote FOR the directors. 1.2 Elect Director N.R. Augustine --- For 1.3 Elect Director B.L. Bowles --- For 1.4 Elect Director G.W. Buckley --- For 1.5 Elect Director M.A. Burns --- For 1.6 Elect Director K.B. Clark --- For 1.7 Elect Director M.A. Fernandez --- For 1.8 Elect Director B.H. Griswold, Iv --- For 1.9 Elect Director A. Luiso --- For 1.10 Elect Director R.L. Ryan --- For 1.11 Elect Director M.H. Willes --- For 2 Ratify Auditors For For Mgmt 3 Performance-Based and/or Time-Based Equity Awards Against For ShrHoldr In conclusion, the company's annual and long-term incentive programs do not sufficiently meet the proponent's requirements. Therefore, ISS supports this shareholder proposal. 05/01/06 - AThe Boeing Co. *BA* 097023105 03/03/06 12,561 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Amend Omnibus Stock Plan For Against Mgmt V. Vote RecommendationThe total cost of the company's plans of 7.93 percent is above the allowable cap for this company of 5.35 percent. 4 Reduce Supermajority Vote Requirement For For Mgmt ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 5 Ratify Auditors For For Mgmt 6 Develop a Human Rights Policy Against For ShrHoldr In light of the serious human rights concerns in a number of the countries where the company operates and the fact that the company does not currently have a publicly-available code of conduct that references international labor standards, we believe that this step of publicly endorsing these international labor standards will benefit the company and its shareholders. 7 Develop Ethical Criteria for Military Contracts Against Against ShrHoldr As noted in the recommendation for the previous agenda item, ISS believes that shareholder concern regarding the company's international operations may be merited based on the lack of detailed disclosure provided by the company and the risks associated with certain markets where the company operates. That said, ISS also believes that it would be inappropriate to disclose detailed information about the contract evaluation and bidding process to shareholders, as provision of this data may give insight into contractual agreements, thereby providing competition with bidding advantages. Additionally, while ISS supports a sustainable approach to business operations, we also note that the federal government has stringent regulations regarding military and weapons production, and the associated contract bidding process. As such, while we urge Boeing to evaluate and take steps to address concerns associated with the company's international operations, we believe that the combination of federal regulation and the necessity to limit disclosure where it could affect the company's competitive advantage outweigh the potential benefits that may be derived from this proposal. 8 Report on Charitable Contributions Against Against ShrHoldr In this case, we note that Boeing discloses a significant amount of the information requested by the proponent on its corporate website, in the 2004 corporate citizenship report and through other public sources. Moreover, some aspects of the resolution, including determining the estimated or actual benefits of each charitable contribution may be difficult to produce without significant speculation, and could place a significant burden on the company without providing commensurate value to shareholders. Therefore, ISS does not recommend shareholder support for the resolution at this time. 9 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 10 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, in this case a lead director performing each of the duties listed above, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 05/18/06 - AThe Charles Schwab Corp. *SCHW* 808513105 03/20/06 16,052 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 3 Report on Impact of Flat Tax Against Against ShrHoldr 4 Report on Political Contributions Against For ShrHoldr 5 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 6 Submit Severance Agreement (Change in Control) to Against For ShrHoldr shareholder Vote 04/25/06 - AThe Chubb Corp. *CB* 171232101 03/06/06 3,110 1 Elect Directors For For Mgmt 1.1 Elect Director Zoe Baird --- For We recommend a vote FOR all directors. 1.2 Elect Director Sheila P. Burke --- For 1.3 Elect Director James I. Cash, Jr. --- For 1.4 Elect Director Joel J. Cohen --- For 1.5 Elect Director James M. Cornelius --- For 1.6 Elect Director John D. Finnegan --- For 1.7 Elect Director Klaus J. Mangold --- For 1.8 Elect Director Sir David G. Scholey --- For 1.9 Elect Director Raymond G.H. Seitz --- For 1.10 Elect Director Lawrence M. Small --- For 1.11 Elect Director Daniel E. Somers --- For 1.12 Elect Director Karen Hastie Williams --- For 1.13 Elect Director Alfred W. Zollar --- For 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For Mgmt 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr 5 Report on Political Contributions Against Against ShrHoldr We agree with management on this issue. The laws that govern a company's political activities and the company's commitment to employees' rights regarding political activities are stringent enough to ensure political nonpartisanship. 11/16/05 - AThe Clorox Company *CLX* 189054109 09/20/05 2,244 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 8.38 percent is within the allowable cap for this company of 9.15 percent. Additionally, this plan expressly forbids repricing. 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Ratify Auditors For For Mgmt 04/19/06 - AThe Coca-Cola Company *KO* 191216100 02/21/06 32,209 1 Elect Directors For Split Mgmt 1.1 Elect Director Herbert A. Allen --- For We recommend that shareholders vote FOR the directors with the exception of independent outsider Barry Diller. We recommend that shareholders WITHHOLD votes from Barry Diller for sitting on more than three boards. 1.2 Elect Director Ronald W. Allen --- For 1.3 Elect Director Cathleen P. Black --- For 1.4 Elect Director Barry Diller --- Withhold 1.5 Elect Director E. Neville Isdell --- For 1.6 Elect Director Donald R. Keough --- For 1.7 Elect Director Donald F. McHenry --- For 1.8 Elect Director Sam Nunn --- For 1.9 Elect Director James D. Robinson, III --- For 1.10 Elect Director Peter V. Ueberroth --- For 1.11 Elect Director James B. Williams --- For 2 Ratify Auditors For For Mgmt 3 Amend Restricted Stock Plan For For Mgmt The additional performance criteria proposed are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Moreover, preservation of the full deductibility under Section 162(m) of performance-based compensation paid to the company's executive officers reduces the company's corporate tax obligation. 4 Report on Charitable Contributions Against Against ShrHoldr ISS generally believes that charitable contributions are beneficial to the company when they are donated in good faith and in the absence of gross negligence or self-dealing of management. This resolution is specifically calling for some detailed disclosure on Coca Cola's contributions. When faced with proposals that ask for increased disclosure, ISS generally evaluates the scope and format of the resolution, the potential cost associated with the requested report, the degree to which the requested information is duplicative of existing disclosure, and the potential impact that the issues at hand may have on shareholder value. In this case, we note that Coca Cola discloses a significant amount of the information requested by the proponent on its corporate website, in the 2004 Corporate Responsibility Report and through other public sources. Moreover, some aspects of the resolution, including determining the estimated or actual benefits of each charitable contribution may be difficult to produce without significant speculation, and could place a significant burden on the company without providing commensurate value to shareholders. Therefore, ISS does not recommend shareholder support for the resolution at this time. 5 Review/ Report on Recycling Policy Against Against ShrHoldr In this case, the proponent is asking Coca-Cola to report to shareholders on the feasibility of achieving a recovery rate quantified by the company for beverage containers as well as discussion on the company's positions related to container deposit systems and industry recycling goals. ISS agrees with the company that controlling and measuring the external factors that contribute to recovery and recycling programs could be costly and potentially difficult to implement. Additionally, while Coca Cola does not go into the level of detail requested by the proponents, it does provide some discussion on its policies related to recycling on the company website and in its Citizenship Report. Therefore, we encourage the company to continue improving on its recycling efforts; however, given the company's current level of participation in initiatives to increase recycling, discussion outlining its existing policies and programs on this topic, and its compliance with laws and regulations surrounding recycling, we do not recommend shareholder support for the resolution at this time. 6 Performance-Based and/or Time-Based Equity Awards Against For ShrHoldr Approval of this proposal by shareholders would require the board to obtain shareholder approval before accelerating the vesting of outstanding restricted stock and performance share units granted under the company's equity plans. In light of the company's history of accelerating the vesting of awards for departing executives coupled with the board's continued ability to modify or waive vesting requirements without shareholder approval under the company's 1989 plan, ISS believes shareholder support of this proposal is warranted. 7 Report on Environmental Liabilities in India Against Against ShrHoldr In this case, the proponent is requesting that the company evaluate the potential environmental and public health damage associated with utilizing ground water in regions that suffer from a water shortage. Specifically, the resolution is asking that the company evaluate the feasibility of refraining from the use of ground water in India. ISS believes that the proponent raises some significant issues regarding the impact that local protests and associated pressure from government officials may have on the company's operations. However, we also note that the company has provided significant discussion on issues related to water quality and scarcity in its public filings and on the corporate website. Moreover, Coca-Cola, its subsidiaries, and affiliates are involved in numerous initiatives in India to improve water quality and the availability of fresh water in water-scarce regions, and have committed to collaborative programs to seek improved methods of addressing these concerns. As such, while ISS agrees with the proponent that water scarcity in India and other global markets may have a significant impact on the company, we also believe that Coca-Cola has provided a substantial amount of information for shareholders to review when considering these risks. Therefore, we do not believe that the additional reporting requested by this resolution is warranted at this time. 8 Sponsor Independent Inquiry into Operations in Columbia Against Against ShrHoldr ISS believes that the company should carefully evaluate this issue and continue to look at ways to improve disclosure on policies and programs implemented to address issues of international workplace human rights in markets that are exposed to social unrest or violence. Such disclosure could help mitigate the company's exposure to costly litigation and damage to Coca-Cola's brand image. A proactive approach to the issue could be increasingly important for Coca Cola based on the potential for significant cost, loss of market share, and damage to Coca Colas brand image resulting from boycotts. That said, we are concerned with the structure of this resolution and question the value to shareholders of establishing a board committee to sponsor an additional investigation into the operations of the company's affiliates in Columbia. Sponsoring an independent inquiry into these allegations could be costly to the company and may not produce findings substantially different from Coca-Cola's internal investigation into the matter, the judicial reviews conducted by the Columbian Attorney General's office and court system, or the investigation conducted by CSCC, a third party audit firm. Moreover, the company has invited the ILO to conduct an independent evaluation of their Columbian operations and disclose its findings to the public, and committed to the adoption and implementation of improved labor relations standards and a dedicated policy on workplace rights. Finally, while ISS believes that Coca Cola could benefit from continued improvements to its policies, procedures, and disclosure related to these issues, we note that the company does provide some detailed discussion on the issue background and its operations and initiatives in Columbia on the Internet. While this information does not directly address all of the proponents' concerns, it does provide substantial insight into the issue for investors and stakeholders to evaluate. Therefore, we urge the company to continue the development of policy and programs to address concerns associated with workplace labor rights standards. Therefore, considering the format of this resolution, the level of disclosure at Coca-Cola on existing and developing initiatives designed to improve and protect human rights, and the company's commitment to further independent examination of these allegations, we do not believe that shareholder support for this resolution is warranted. 05/11/06 - AThe Dow Chemical Company *DOW* 260543103 03/13/06 15,018 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Remediation Policies in Bhopal Against Against ShrHoldr Conclusion ISS believes that this resolution merits consideration based on the impact of the tragic accident in Bhopal on thousands of people, and the potential affect that reputational damage may have on the company's operations in Asia. That said, ISS notes that the company has disclosed certain information on Bhopal both on the Dow Chemical website and on www.bhopal.com http://www.bhopal.com/, a website sponsored by Union Carbide specifically discussing information on the tragedy. Further, while we believe that the company could improve its transparency on certain issues, ISS notes that the company has clearly stated in its filings that it does not believe that it maintains liability for future remediation, nor does it intend to invest in new initiatives to address concerns related to this issue. As such, we question the value of the report specified in this resolution. The company's discussion of the tragedy in Bhopal not only provides information on the specific incident and associated legal proceedings, remediation efforts, and business developments; it clearly outlines Dow Chemical's position on this matter. As the company has stated that it does not intend to initiate further actions related to Bhopal, it does not appear that a report to specifically discuss such actions would provide significant, meaningful benefit to shareholders. Therefore, we do not recommend shareholder support for this resolution. 4 Report on Genetically Modified Organisms Against Against ShrHoldr Conclusion Therefore, in light of the information made available by Dow Chemical regarding its policies related to GE products, its commitment to continued dialogue on this topic, and discussion of existing internal controls and management systems, ISS recommends a vote AGAINST the proposal. 5 Evaluate Potential Links Between Company Products and Against Against ShrHoldr Asthma Conclusion Based on the level of existing disclosure on these issues at Dow Chemical, ISS recommends that shareholders oppose this resolution. 6 Report on Security of Chemical Facilities Against Against ShrHoldr Conclusion Therefore, based on the existing disclosure regarding Dow Chemical's chemical safety procedures and policies, the company's commitment to continue to expand reporting as appropriate, and concern over protecting sensitive nature related to the company's security policies we do not believe that shareholder support for this proposal is warranted. 05/09/06 - AThe Gap, Inc. *GPS* 364760108 03/13/06 8,931 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.16 percent is within the allowable cap for this company of 9.18 percent. Additionally, this plan expressly forbids repricing. 07/12/05 - SThe Gillette Co. 375766102 05/19/05 14,126 1 Approve Merger Agreement For For Mgmt Based on our review of the terms of the transaction and the factors described above, in particular the compelling strategic rationale and reasonable valuation, we believe that the merger agreement warrants shareholder support. 2 Adjourn Meeting For For Mgmt Where ISS is supportive of the underlying merger proposal, we are supportive of a narrowly-tailored adjournment proposal that seeks adjournment solely to solicit additional proxies to approve the underlying transaction. 03/31/06 - AThe Goldman Sachs Group, Inc. *GS* 38141G104 01/30/06 7,016 1 Elect Directors For For Mgmt 2 Amend Restricted Partner Compensation Plan For For Mgmt The purpose of the Restricted Partner Compensation Plan is to compensate, motivate, and retain senior managing directors of the company. Annual bonus pools will be established based on the specified financial criteria as listed above. ISS notes that the Compensation Committee has reduced each participant's actual bonus payouts for every year that the plan has been in effect. Bearing in mind the tax deductibility benefit for performance-based compensation that the plan will continue to provide, we recommend support for this proposal. 3 Ratify Auditors For For Mgmt 04/11/06 - AThe Goodyear Tire & Rubber Co. *GT* 382550101 02/16/06 2,744 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 3 Increase Authorized Common Stock For For Mgmt The requested increase of 150,000,000 shares is below the allowable threshold of 315,000,000 shares. 4 Ratify Auditors For For Mgmt 5 Adopt Simple Majority Vote Against For ShrHoldr ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 05/17/06 - AThe Hartford Financial Services Group, Inc. 416515104 03/20/06 4,674 *HIG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/18/06 - AThe Hershey Co *HSY* 427866108 02/17/06 2,818 1 Elect Directors For Split Mgmt 1.1 Elect Director Jon A. Boscia --- For We recommend a vote FOR the directors with the exception of independent outsider Mackey J. McDonald. We recommend that shareholders WITHHOLD votes from Mackey J. McDonald for sitting on more than three boards. 1.2 Elect Director Robert H. Campbell --- For 1.3 Elect Director Robert F. Cavanaugh --- For 1.4 Elect Director Gary P. Coughlan --- For 1.5 Elect Director Harriet Edelman --- For 1.6 Elect Director Bonnie G. Hill --- For 1.7 Elect Director Alfred F. Kelly, Jr. --- For 1.8 Elect Director Richard H. Lenny --- For 1.9 Elect Director Mackey J. McDonald --- Withhold 1.10 Elect Director Marie J. Toulantis --- For 2 Ratify Auditors For For Mgmt 3 Report on Cocoa Supply Against Against ShrHoldr While Global Exchange, the proponent of this resolution, expresses concern over potential risk to Hershey's reputation based on its relationships with suppliers that are named defendants in a lawsuit alleging forced child labor, ISS also notes that Global Exchange is a party to the lawsuit after joining under California's unfair business practices law, and we question the degree to which Hershey will be exposed to significant risk due to the litigation pending at certain suppliers. We further question the value that shareholders would derive from detailed reporting on the volume of cocoa received from each supplier. Finally, Hershey does disclose some information on its policies related to responsible cocoa farming and its involvement in industry initiatives aimed at addressing associated concerns. Therefore, while we urge Hershey to continue to explore ways in which it can contribute to sustainable development in the cocoa farming industry, we do not believe that shareholder support for this resolution is warranted at this time. 11/14/05 - AThe Interpublic Group of Companies, Inc. 460690100 09/20/05 6,156 *IPG* 1 Elect Directors For For Mgmt 2 Approve Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 3 Ratify Auditors For For Mgmt 4 Seek Sale of Company/Assets Against Against ShrHoldr In our opinion, there is no compelling evidence that the drastic measure described by the proponent is in shareholders' best interests. 05/25/06 - AThe Interpublic Group of Companies, Inc. 460690100 04/03/06 79 *IPG* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For Against Mgmt V. Vote Recommendation The total cost of the company's plans of 10.98 percent is within the allowable cap for this company of 20.86 percent. However, the company's three-year average burn rate calculation of 5.52 percent is higher than its four-digit GICS peer group of 3.38 percent. Therefore, the company has failed ISS's three-year average burn rate policy. 3 Ratify Auditors For For Mgmt 4 Separate Chairman and CEO Positions Against Against ShrHoldr We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO position. 5 Claw-back of Payments under Restatements Against Against ShrHoldr Because the board has adopted a policy which clearly communicates its intent that, in the event of unacceptable reasons for restatements, it would seek to recover the bonus paid out to the responsible executive, we feel the board has addressed the issues raised by this proposal. 06/22/06 - AThe Kroger Co. *KR* 501044101 04/24/06 11,325 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 3 Eliminate Cumulative Voting For For Mgmt Although the proposed amendment would have an adverse effect on shareholders' rights, given that the amended articles is a condition to the approval of the proposal to repeal the staggered board (see Item 2), which we support, we believe this item warrants shareholder support. 4 Reduce Supermajority Vote Requirement For For Mgmt ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 5 Opt Out of State's Control Share Acquisition Law For For Mgmt ISS applauds management's effort not have Ohio's control share acquisition act apply to the company, since the provision has antitakeover effects that may not be in shareholders' best interests. We believe this item warrants shareholder support. 6 Require Advance Notice for Shareholder Proposals For Against Mgmt ISS believes that shareholders should be able to submit proposals as close to the meeting date as reasonably possible. ISS considers a reasonable time frame for submittals would be no later than 60 days prior to the meeting. In this case, the proposed amendments would be more stringent for the shareholders. ISS does not support this amendment. 7 Ratify Auditors For For Mgmt 8 Report on Animal Welfare Standards Against Against ShrHoldr In the case of Kroger, ISS notes that the company does not appear to provide detailed information on its company website regarding issues of animal welfare at its suppliers. While we believe that the company should improve its disclosure on this topic, we note that it has taken certain voluntary steps to address issues of concern related to its animal welfare programs and the policies implemented by its suppliers. Finally, the company complies with applicable laws and is committed to evaluating the potential for new techniques such as controlled atmosphere stunning. ISS believes that the multiple reports requested by this resolution could be burdensome on the company without providing meaningful information to shareholders. Additionally, while we believe it would be beneficial for the company to consider the benefits of new technology at its suppliers, we also believe that management should be afforded the flexibility to make decisions on supplier relationships based on their assessment of the most beneficial sourcing strategies for the company. Therefore, we do not believe that shareholder support for this resolution is warranted. 9 Prepare a Sustainability Report Against Against ShrHoldr In this case, while ISS notes that Kroger does not currently address a number of key, environment, health and safety, and economic issues on its website or in other publicly available forums; however, the company has committed to increased reporting by the end of 2006. While we believe that the company may benefit from publishing a report based on the more structured guidelines provided by the GRI or other accepted organizations, ISS believes that the company's progress on providing a sustainability report by the end of the year shows a good faith commitment towards increasing its disclosure on issues of importance to the company and its shareholders. Therefore, we do not believe that shareholder support for the resolution is warranted at this time; however, we may consider supporting a similar resolution in the future if the company's reporting fails to address key issues of concern that may impact shareholder value. 07/13/05 - AThe May Department Stores Co. 577778103 05/20/05 4,161 1 Approve Merger Agreement For For Mgmt Based on our review of the terms of the transaction and the factors described above, we believe that the merger agreement warrants shareholder support. 2 Elect Directors For For Mgmt 3 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 4 Ratify Auditors For For Mgmt 5 Adjourn Meeting For For Mgmt Given that this proposal is limited to the specific proposals presented by the company, and that we are supportive of these other proposals, we recommend that shareholders support this proposal. 04/26/06 - AThe McGraw-Hill Companies, Inc. *MHP* 580645109 03/07/06 5,833 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 05/24/06 - AThe Pepsi Bottling Group, Inc. *PBG* 713409100 03/30/06 2,111 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 07/12/05 - SThe Procter & Gamble Company *PG* 742718109 05/19/05 35,948 1 Approve Merger Agreement For For Mgmt Based on our review of the terms of the transaction and the factors described above, in particular the compelling strategic rationale, we believe that the share issuance warrants shareholder support. 2 Adjourn Meeting For For Mgmt Where ISS is supportive of the underlying merger proposal, we are supportive of a narrowly-tailored adjournment proposal that seeks adjournment solely to solicit additional proxies to approve the underlying transaction. 10/11/05 - AThe Procter & Gamble Company *PG* 742718109 08/12/05 36,020 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Articles For For Mgmt Because the company's Executive Committee has rarely met of late and therefore this change would not upset the current practices of the full board, ISS sees no reason to oppose this proposal. 4 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 5 Report on Animal Welfare Policy Against Against ShrHoldr In this case, the company has taken several steps to ensure that high standards of animal welfare are implemented, including the establishment of its International Animal Care Advisory Board and Iams Company Research Policy. Furthermore, the company discusses its policies in some detail on the company website, including samples of the feedback received by the Advisory Board on certain locations. Finally, we note that while there has been some controversy related to this issue at the company, IAMS policies and practices, including compliance measures, appear to be comparable to or better than standards established by other companies in the industry. As such, ISS believes that the actions recommended by this proposal may not provide significant benefits to the company and that the associated report could be duplicative of current disclosure and of limited utility to shareholders. Therefore ISS does not recommend shareholder support for this resolution. 6 Seek Sale of Company/Assets Against Against ShrHoldr In this case, ISS notes that the company has increased its profits, sales, and stock price since 2000. Further, while the company did underperform its industry peers and the S&P500 Index for the past fiscal year in total shareholder returns, P&G outperformed the industry and index for both three-year and five-year total shareholder returns. In our opinion, there is no compelling evidence that the drastic measure described by the proponent is in shareholders' best interests. 7 Report on Political Contributions Against Against ShrHoldr In the case of Procter & Gamble, ISS notes that the company does not specifically provide detailed discussion on its policies on political contributions; however, its guiding principles and references to lobbying and contributions to public officials in its code of ethics do not appear inconsistent with industry standards or existing regulations on this issue. Furthermore, the company does not appear to be the subject of any recent, significant controversy, fines, or litigation resulting from its political action or contributions. Therefore, ISS does not believe that additional reporting on this matter is warranted at this time. 04/21/06 - AThe Progressive Corp. *PGR* 743315103 02/22/06 3,069 1 Elect Directors For Split Mgmt 1.1 Elect Director Stephen R. Hardis --- Withhold We recommend a vote FOR the directors with the exception of Stephen R. Hardis. We recommend that shareholders WITHHOLD votes from Stephen R. Hardis for sitting on more than six boards. 1.2 Elect Director Philip A. Laskawy --- For 1.3 Elect Director Norman S. Matthews --- For 1.4 Elect Director Bradley T. Sheares, Ph. D --- For 2 Increase Authorized Common Stock For For Mgmt The requested increase of 300,000,000 shares is below the allowable threshold of 600,000,000 shares. 3 Ratify Auditors For For Mgmt 04/19/06 - AThe Sherwin-Williams Co. *SHW* 824348106 03/03/06 1,746 1 Fix Number of and Elect Directors For For Mgmt 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 8.18 percent is within the allowable cap for this company of 11.28 percent. Additionally, this plan expressly forbids repricing. 3 Approve Non-Employee Director Omnibus Stock Plan For For Mgmt VI. Vote Recommendation The total cost of the company's plans of 4.63 percent is within the allowable cap for this company of 11.28 percent. Additionally, this plan expressly forbids repricing. 4 Ratify Auditors For For Mgmt 05/03/06 - AThe St. Paul Travelers Companies, Inc. *STA* 792860108 03/08/06 10,775 1 Elect Directors For For Mgmt 1.1 Elect Director John H. Dasburg --- For We recommend a vote FOR the directors. 1.2 Elect Director Leslie B. Disharoon --- For 1.3 Elect Director Janet M. Dolan --- For 1.4 Elect Director Kenneth M. Duberstein --- For 1.5 Elect Director Jay S. Fishman --- For 1.6 Elect Director Lawrence G. Graev --- For 1.7 Elect Director Thomas R. Hodgson --- For 1.8 Elect Director Robert I. Lipp --- For 1.9 Elect Director Blythe J. McGarvie --- For 1.10 Elect Director Glen D. Nelson, M.D. --- For 1.11 Elect Director Laurie J. Thomsen --- For 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 4 Report on Political Contributions Against For ShrHoldr In the case of St. Paul Travelers, ISS notes that the company briefly discusses political contributions in a statement on general contribution guidelines; however, there is no detailed information available about the company's policies regarding oversight or accountability for corporate contributions, or the administration of St. Paul Travelers' PACs. Therefore, while ISS believes that some aspects of this resolution may be overly restrictive or burdensome, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote for this resolution 04/26/06 - AThe Stanley Works *SWK* 854616109 02/28/06 1,131 1 Elect Directors For Split Mgmt 1.1 Elect Director Eileen S. Kraus --- Withhold We recommend shareholders vote FOR Lawrence A. Zimmerman, as he is a new nominee, but WITHHOLD votes from Eileen S. Kraus for failure to implement the board declassification proposal. 1.2 Elect Director Lawrence A. Zimmerman --- For 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Amend Omnibus Stock Plan For For Mgmt Approval of this item would allow the company to preserve the tax deductibility of performance-based compensation under Section 162(m) paid under the 2001 Long-Term Incentive Plan and 1997 Long-Term Incentive Plan. ISS recommends a vote FOR this proposal. 5 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 06/06/06 - AThe TJX Companies, Inc. *TJX* 872540109 04/17/06 7,192 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. Further, with regard to management's concern that the shareholder proposal does not provide guidance with respect to certain director vacancies, ISS notes that the precatory proposal allows the board the flexibility to determine whether the majority vote standard may not be appropriate in certain circumstances. We do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 03/10/06 - AThe Walt Disney Company *DIS* 254687106 01/09/06 29,934 1 Elect Directors For For Mgmt 1.1 Elect Director John E. Bryson --- For We recommend a vote FOR the directors. 1.2 Elect Director John S. Chen --- For 1.3 Elect Director Judith L. Estrin --- For 1.4 Elect Director Robert A. Iger --- For 1.5 Elect Director Fred H. Langhammer --- For 1.6 Elect Director Aylin B. Lewis --- For 1.7 Elect Director Monica C. Lozano --- For 1.8 Elect Director Robert W. Matschullat --- For 1.9 Elect Director George J. Mitchell --- For 1.10 Elect Director Leo J. O' Donovan, S.J. --- For 1.11 Elect Director John E. Pepper, Jr. --- For 1.12 Elect Director Orin C. Smith --- For 1.13 Elect Director Gary L. Wilson --- For 2 Ratify Auditors For For Mgmt 3 Company-Specific -- Shareholder Miscellaneous Against Against ShrHoldr ISS recommends that shareholders vote for proposals to adopt anti-greenmail charter or bylaw amendments or otherwise restrict a company's ability to make greenmail payments. Greenmail is a form of payment that economically disenfranchises all other shareholders. In this case, we believe that the company's recent bylaw amendment with regard to greenmail has substantially addressed the requests of this shareholder proposal. 4 Report on Vendor Standards in China Against Against ShrHoldr Considering the level of controversy that surrounds the operations of certain Disney suppliers and the company's expansion in China, ISS believes that effective vendor compliance measures and transparent reporting are a crucial factor in Walt Disney's operations. Further controversy, including allegations of poor workplace human rights standards at Disney suppliers could lead to costly litigation, damaging public perception, and loss of license to operate or expand in certain markets. Conversely, ISS understands that a collaborative approach to this challenge may represent the most successful means of creating a long term operating structure in China. Therefore, while ISS will continue to monitor Walt Disney's progress towards improved vendor standards and compliance mechanisms, we believe that the company's collaborative approach to developing its existing policies and procedures, outreach to concerned stakeholders, and commitment to further disclosure substantially address the intent of this shareholder proposal. As such, we do not believe that shareholder support for the resolution is necessary at this time. 05/18/06 - AThe Williams Companies, Inc. *WMB* 969457100 03/27/06 9,283 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 05/24/06 - AThermo Electron Corp. *TMO* 883556102 03/29/06 2,532 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Peter J. Manning --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from affiliated outsider Jim P. Manzi, and independent outsiders Elaine S. Ullian and Peter J. Manning for failing to submit the pill to shareholder vote. 1.2 Elect Director Jim P. Manzi --- Withhold 1.3 Elect Director Elaine S. Ullian --- Withhold 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, in a case where a company has in place certain unfavorable governance provisions, as indicated above, we do not believe the resignation policy is a sufficient alternative to the proposed majority voting standard. The company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. In addition, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 05/18/06 - ATiffany & Co. *TIF* 886547108 03/24/06 2,220 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt The additional limits proposed under the plan are appropriate for the company and beneficial to shareholders. Moreover, preservation of the full deductibility under Section 162(m) of performance-based compensation paid to the company's executive officers reduces the company's corporate tax obligation. 05/19/06 - ATime Warner Inc *TWX* 887317105 03/24/06 70,330 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 4.15 percent is within the allowable cap for this company of 5.09 percent. Additionally, this plan expressly forbids repricing. 4 Adopt Simple Majority Vote Requirement Against For ShrHoldr While we commend the company for committing to eliminate the current supermajority voting standard for amending the company's bylaws at next year's annual meeting, we would prefer that all supermajority voting requirements be eliminated. ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. As such, we support this proposal. 5 Separate Chairman and CEO Positions Against Against ShrHoldr We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO position. 6 Develop a Code Vendor of Conduct Against For ShrHoldr In this case, Time Warner does not appear to have established a code of conduct that specifically references certain issues related to workplace human rights, either within the company, or at its vendors and suppliers. We also note that many multinational companies have established such codes or standards and have posted them on their websites. While ISS recognizes that the adoption of an outside, independent monitoring program could be costly or inappropriate for some companies, we do believe that formal workplace labor rights policies can help companies avoid high-profile public issues, thus managing reputation risk and mitigating the potential for exposure to costly fines or litigation. Although the company has not been involved in any recent, significant human rights controversies, ISS believes that the adoption of a code of conduct that substantially addresses workplace human rights topics at its vendor and supplier operations could be beneficial for the company. Therefore, we recommend a vote FOR this resolution. 04/27/06 - ATorchmark Corp. *TMK* 891027104 03/03/06 1,614 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 3.20 percent is within the allowable cap for this company of 7.16 percent. Additionally, this plan expressly forbids repricing. 4 Adopt/Amend Board Diversity Policy Against Against ShrHoldr In this case, we note that Torchmark has included information on its director qualification standards on the company's website. The criteria discussed by the company include achievements and experience, integrity, business understanding, and diversity. While this does not specifically address each part of the resolution, ISS believes that this form of public commitment, supported by inclusion among newly nominated directors, effectively communicates the company's position on this matter. Therefore, ISS urges the company to continue to develop its disclosure related to board diversity, and will monitor the company's director selection process in the future. In light of this commitment we do not think that shareholder support for the resolution is warranted at this time. 05/11/06 - ATransocean Inc. *RIG* G90078109 03/20/06 5,136 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG LLP TO For For Mgmt SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006. 05/02/06 - ATribune Co. *TRB* 896047107 03/07/06 4,074 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr 05/19/06 - ATXU Corp. *TXU* 873168108 03/21/06 7,513 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Establish Range For Board Size For For Mgmt ISS believes that the proposed change is relatively minor and that it is not motivated by a desire to entrench management. 4 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt ISS notes that, if shareholders do not approve this proposal, the TBOC will apply to the company on January 1, 2010. We do not feel that early adoption of the Certificate of Formation would have a negative impact on shareholders, as most changes are administrative in nature. We have no objection to this proposal. 5 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 03/09/06 - ATyco International Ltd. *TYC* 902124106 01/09/06 31,324 Meeting for Holders of ADRs 1 SET THE MAXIMUM NUMBER OF DIRECTORS AT 12 For For Mgmt 2 Elect Directors For Split Mgmt 2.1 Elect Director Dennis C. Blair --- For In light of this concern, we recommend that shareholders withhold votes from McDonald for sitting on more than three boards. 2.2 Elect Director Edward D. Breen --- For 2.3 Elect Director Brian Duperreault --- For 2.4 Elect Director Bruce S. Gordon --- For 2.5 Elect Director Rajiv L. Gupta --- For 2.6 Elect Director John A. Krol --- For 2.7 Elect Director Mackey J. Mcdonald --- Withhold 2.8 Elect Director H. Carl Mccall --- For 2.9 Elect Director Brendan R. O'Neill --- For 2.10 Elect Director Sandra S. Wijnberg --- For 2.11 Elect Director Jerome B. York --- For 3 AUTHORIZATION FOR THE BOARD OF DIRECTORS TO APPOINT AN For For Mgmt ADDITIONAL DIRECTOR TO FILL THE VACANCY PROPOSED TO BE CREATED ON THE BOARD 4 Ratify Auditors For For Mgmt 02/03/06 - ATyson Foods, Inc. *TSN* 902494103 12/12/05 3,722 1 Elect Directors For Split Mgmt 1.1 Elect Director Don Tyson --- Withhold We recommend a vote FOR the directors with the exception of insiders Don Tyson, John Tyson, Richard L. Bond and Barbara A. Tyson, and affiliated outsider Leland A. Tollett. We recommend that shareholders WITHHOLD votes from Don Tyson, John Tyson, Richard L. Bond, Leland A. Tollett, and Barbara A. Tyson for failure to establish an independent nominating committee and for failure to establish a majority independent board. 1.2 Elect Director John Tyson --- Withhold 1.3 Elect Director Richard L. Bond --- Withhold 1.4 Elect Director Scott T. Ford --- For 1.5 Elect Director Lloyd V. Hackley --- For 1.6 Elect Director Jim Kever --- For 1.7 Elect Director Jo Ann R. Smith --- For 1.8 Elect Director Leland E. Tollett --- Withhold 1.9 Elect Director Barbara A. Tyson --- Withhold 1.10 Elect Director Albert C. Zapanta --- For 2 Ratify Auditor For For Mgmt 3 Report on Feasibility of Improving Animal Welfare Against Against ShrHoldr Standards In the case of Tyson Foods, ISS notes that the company does not appear to provide detailed information on its company website regarding CAK; however, it does disclose a policy statement on animal welfare and provides some limited discussion on the handling procedures at company growing and processing operations. We believe that the company should improve its disclosure on animal welfare; however, ISS notes that the company's policy appears consistent with industry standards and applicable laws. Furthermore, while there have been allegations of individuals violating the company's Animal Well-Being statement, the company has promptly investigated these claims through its Animal Well-Being office and drafted a public response. Finally, there appears to be some question over the feasibility of CAK as a commercial method of poultry processing, including the impact it may have on cost, logistical, and animal welfare; however, the company has committed in its response to continue to evaluate all feasible alternatives of animal handling, including controlled atmosphere methods, to ensure that the best and most humane methods are applied. Considering these factors, we do not believe that the additional feasibility report is necessary at this time. 04/18/06 - AU.S. Bancorp *USB* 902973304 02/27/06 28,264 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Declassify the Board of Directors Against For ShrHoldr 5 Approve Report of the Compensation Committee Against For ShrHoldr 05/04/06 - AUnion Pacific Corp. *UNP* 907818108 02/23/06 4,122 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS notes that the proposal is not intended to limit the judgment of the board. The board would retain the discretion to address the status of incumbent directors who failed to receive a majority vote under a majority vote standard, and whether a plurality vote standard would be more appropriate in director elections when the number of director nominees exceeds the available board seats. 4 Report on Political Contributions Against For ShrHoldr Therefore, while ISS believes that some aspects of this resolution may be overly restrictive or burdensome, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote for this resolution 5 Provide for an Independent Chairman Against For ShrHoldr Absent an offsetting governance structure, including a designated lead director performing all of the duties listed above, we believe that a company of this size should be able to find a qualified independent chairman. 04/20/06 - AUnisys Corp. *UIS* 909214108 02/28/06 5,310 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/04/06 - AUnited Parcel Service, Inc. *UPS* 911312106 03/09/06 17,172 1 Elect Directors For Split Mgmt 1.1 Elect Director John J. Beystehner --- For We recommend a vote FOR the directors with the exception of affiliated outsider James P. Kelly. We recommend that shareholders WITHHOLD votes from James P. Kelly for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Michael J. Burns --- For 1.3 Elect Director D. Scott Davis --- For 1.4 Elect Director Stuart E. Eizenstat --- For 1.5 Elect Director Michael L. Eskew --- For 1.6 Elect Director James P. Kelly --- Withhold 1.7 Elect Director Ann M. Livermore --- For 1.8 Elect Director Gary E. MacDougal --- For 1.9 Elect Director Victor A. Pelson --- For 1.10 Elect Director John W. Thompson --- For 1.11 Elect Director Carol B. Tome --- For 1.12 Elect Director Ben Verwaayen --- For 2 Ratify Auditors For For Mgmt 04/12/06 - AUnited Technologies Corp. *UTX* 913017109 02/14/06 15,851 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt The requested increase of 2,000,000,000 shares is below the allowable threshold of 2,600,000,000 shares. 4 Establish Term Limits for Directors Against Against ShrHoldr Under an effective corporate governance system, shareholders have the right to express their preferences each year by voting on directors at the annual meeting. Thus, shareholders can remove or reelect directors as they see fit. 5 Report on Foreign Sales of Military Products Against Against ShrHoldr ISS notes that United Technologies already discloses some information on these matters both through public filings and on the company web site. Topics addressed in these forums include disclosure on company policies related to government contract bidding, and appropriate financial information on military or weapons related programs. Additionally, the federal government agencies tasked with evaluating these transfer agreements already provide substantial regulatory oversight regarding the foreign sale of weapons-related products and services. Finally, while we note that the proponents have stated that the company should omit proprietary or classified information from the report, we believe that detailed disclosure into the company's contract bidding and market promotion strategies may negatively impact the company by providing insight to industry competitors without providing additional meaningful information to shareholders. As such, ISS believes that the combination of federal regulation, the current level of disclosure by United Technologies, and the necessity to limit disclosure where it could affect the company's competitive advantage outweigh the potential benefits that may be derived from this proposal. 05/02/06 - AUnitedHealth Group Incorporated *UNH* 91324P102 03/21/06 21,184 1 Elect Directors For Split Mgmt 1.1 Elect Director James A. Johnson --- Withhold We recommend a vote FOR the directors, with the exception of Compensation Committee members Mary O. Mundinger, Ph.D. and James A. Johnson, from whom we recommend shareholders WITHHOLD votes for failure to perform their fiduciary duties as members of the Compensation Committee, as well as for administrating a poorly designed employment contract. 1.2 Elect Director Douglas W. Leatherdale --- For 1.3 Elect Director William W. McGuire, M.D. --- For 1.4 Elect Director Mary O. Mundinger, Ph.D. --- Withhold 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 05/10/06 - AUnivision Communications Inc. *UVN* 914906102 03/13/06 3,480 1 Elect Directors For Split Mgmt 1.1 Elect Director A. Jerrold Perenchio --- Withhold We recommend a vote FOR the directors with the exception of insiders A. Jerrold Perenchio, Ray Rodriguez, McHenry T. Tichenor, Jr., and affiliated outsiders Anthony Cassara and John G. Perenchio, We recommend that shareholders WITHHOLD votes from A. Jerrold Perenchio, Anthony Cassara, John G. Perenchio, Ray Rodriguez, and McHenry T. Tichenor, Jr. for failure to establish a majority independent board and for failure to establish an independent nominating committee. 1.2 Elect Director Anthony Cassara --- Withhold 1.3 Elect Director Harold Gaba --- For 1.4 Elect Director Alan F. Horn --- For 1.5 Elect Director Michael O. Johnson --- For 1.6 Elect Director John G. Perenchio --- Withhold 1.7 Elect Director Ray Rodriguez --- Withhold 1.8 Elect Director McHenry T. Tichenor, Jr. --- Withhold 2 Ratify Auditors For For Mgmt 08/10/05 - SUnocal Corp. 915289102 06/29/05 3,956 1 Approve Merger Agreement For For Mgmt ISS Conclusion and Vote Recommendation Based on our review of the terms of the transaction and the factors described above, and because the putative Cnooc bid -- while nominally higher than Chevron's offer -- is not currently sufficient to compensate Unocal shareholders for the higher risk of the Cnooc transaction, we believe that the Chevron merger agreement currently warrants shareholder support. 2 Adjourn Meeting For For Mgmt Where ISS is supportive of the underlying merger proposal, we are supportive of a narrowly-tailored adjournment proposal that seeks adjournment solely to solicit additional proxies to approve the underlying transaction. 05/02/06 - AUST Inc. *UST* 902911106 03/09/06 2,545 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Submit Internet Tobacco Advertisements to Independent Against Against ShrHoldr Review In the case of this proposal, we note that unlike other proposals addressing potential tobacco health consequences or access through additional reporting, this proposal seeks the oversight of a panel of experts for all Internet advertising, or an outright ban on Internet advertisements. While we encourage the company to continually monitor its adherence to the Smokeless Tobacco MSA and all applicable laws, an outright ban on Internet advertising may not be in the interests of shareholders or the company. Further, an oversight panel of academics and other experts may not yield any additional benefit commensurate with costs that the company's internal legal counsel could not provide. Such decisions are better left to management of the company with review by company's legal counsel, to ensure that it is acting in accordance with applicable laws. As such, we do not recommend shareholder support for this resolution. 4 Declassify the Board of Directors Against For ShrHoldr 12/01/05 - SValero Energy Corp. *VLO* 91913Y100 11/02/05 4,526 1 Increase Authorized Common Stock For For Mgmt The requested increase of 600,000,000 shares is below the allowable threshold of 960,000,000 shares. 04/27/06 - AValero Energy Corp. *VLO* 91913Y100 03/01/06 9,595 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/26/06 - AVeriSign Inc *VRSN* 92343E102 03/31/06 3,818 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 12.11 percent is within the allowable cap for this company of 12.51 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 05/04/06 - AVerizon Communications *VZ* 92343V104 03/06/06 45,399 1 Elect Directors For Split Mgmt 1.1 Elect Director James R. Barker --- For We recommend a vote FOR the directors with the exception of independent outsider Joseph Neubauer. We recommend that shareholders WITHHOLD votes from Joseph Neubauer for sitting on more than three boards. 1.2 Elect Director Richard L. Carrion --- For 1.3 Elect Director Robert W. Lane --- For 1.4 Elect Director Sandra O. Moose --- For 1.5 Elect Director Joseph Neubauer --- Withhold 1.6 Elect Director Donald T. Nicolaisen --- For 1.7 Elect Director Thomas H. O'Brien --- For 1.8 Elect Director Clarence Otis, Jr. --- For 1.9 Elect Director Hugh B. Price --- For 1.10 Elect Director Ivan G. Seidenberg --- For 1.11 Elect Director Walter V. Shipley --- For 1.12 Elect Director John R. Stafford --- For 1.13 Elect Director Robert D. Storey --- For 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Voting Against For ShrHoldr In this case, shareholders do not have the right to call special meetings and only may act by written consent if such consent is unanimous. In addition, the company underperformed the Telecommunication Services peer group and the S&P 500 Index in both one-year and three-year total shareholder returns, as reflected under the Performance Summary table. 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system gives full effect to the shareholder franchise. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 5 Require Majority of Independent Directors on Board Against Against ShrHoldr Applying ISS guidelines on independence to Verizon, a majority of the board members are independent outsiders. ISS notes that several of the above mentioned directors, including Robert Storey, Hugh Price and Sandra Moose, would have been classified as affiliated in recent years. However, because they have since retired from their positions, ISS considers such directors independent. Because the company already satisfies ISS guidelines for a substantial majority independent board and has already established a formal independence policy, we do not believe that this proposal warrants shareholder support. 6 Company-Specific-Directors on Common Boards Against Against ShrHoldr In this case, a substantial majority of the board members are independent outsiders and there are no interlocking directorships on key committees. Therefore, ISS does not recommend shareholders support this proposal. 7 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO / president. 8 Performance-Based and/or Time-Based Equity Awards Against Against ShrHoldr According to ISS' compensation policies, the company has demonstrated that it is using a substantial portion of performance-based awards under its long-term incentives for its top executives for 2005. Notwithstanding the positive steps that the compensation committee had taken in the past year, ISS believes that the committee needs to disclose the rationale of above target payouts under the performance units awards, if paid. Mediocre performance can result in above target payouts based on the current metrics. ISS believes that if the compensation committee were to decide to award more than the target payout of $11.34 million, the committee should explain the rationale for such action to shareholders. The lack of a solid rationale may result in a withhold vote from members of the compensation committee in the future. 9 Report on Political Contributions Against For ShrHoldr In the case of Verizon, ISS notes that the company briefly discusses the right of employees to be involved in the political process as private citizens as well as the impact of legislation on corporate contributions in its Code of Business Conduct; however, there does not appear to be any detailed information available about the company's oversight or accountability procedures for corporate contributions, or general discussion on the company's strategic rationale for its contributions. We do note that Verizon's contributions may not appear significant relative to the size of the firm's assets, or scope of its business; however, we believe that public perception, controversy, and/or litigation stemming from a company's political involvement can lead to costs that exceed the amount initially contributed. Therefore, while ISS believes that some aspects of this resolution may be overly restrictive or burdensome, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote for this resolution. 04/25/06 - AVF Corp. *VFC* 918204108 03/07/06 1,383 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/24/06 - AViacom Inc. *VIA.B* 92553P201 03/31/06 12,063 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/06 - AVornado Realty Trust *VNO* 929042109 04/14/06 1,852 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt V. Vote Recommendation The total cost of the company's plans of 9.15 percent is above the allowable cap for this company of 5.00 percent. 3 Ratify Auditors For For Mgmt 05/12/06 - AVulcan Materials Co. *VMC* 929160109 03/21/06 1,585 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.51 percent is within the allowable cap for this company of 7.27 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 04/26/06 - AW.W. Grainger, Inc. *GWW* 384802104 03/06/06 1,182 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/18/06 - AWachovia Corp. *WB* 929903102 02/22/06 24,173 1 Elect Directors For Split Mgmt 1.1 Elect Director William H. Goodwin, Jr. --- For We recommend a vote FOR the directors with the exception of independent outsider Mackey J. McDonald. We recommend that shareholders WITHHOLD votes from Mackey J. McDonald for sitting on more than three boards while serving as a CEO. 1.2 Elect Director Robert A. Ingram --- For 1.3 Elect Director Mackey J. McDonald --- Withhold 1.4 Elect Director Lanty L. Smith --- For 1.5 Elect Director Ruth G. Shaw --- For 1.6 Elect Director Ernest S. Rady --- For 2 Ratify Auditors For For Mgmt 3 Submit Severance Agreement (Change in Control) to Against For ShrHoldr shareholder Vote ISS believes that the cap suggested by the proponent of 2.99 times base salary and cash bonus is widely considered as the standard threshold level of severance payments for senior executives that should be subject to a shareholder vote. Additionally, since the proponent's proposal does not require that shareholder approval be obtained prior to the drafting of severance agreements, we do not believe that adoption of this proposal would unduly hinder the company's ability to negotiate such agreements with potential executives. ISS believes that shareholders should have a voice in voting on severance payments and that adopting such a policy can prevent oversized severance payments to executives. 4 Report on Political Contributions Against Against ShrHoldr In the case of Wachovia, ISS notes that the company discusses political contributions both in a policy statement and in the corporate Code of Ethics located on the company website. These policies do not appear inconsistent with industry standards or existing regulatory requirements on this issue. Wachovia's policy statement does not outline the criteria used in evaluating political contributions; however, it does clearly state that the company does not contribute any corporate funds to political organizations (including 527s), and that all contributions and political activities are conducted through voluntary, employee-sponsored PACs. Further disclosure includes information on the departments that are accountable for overseeing political activity, and annual director-level audit process. Finally, the company does not appear to be the subject of any recent, significant controversy, fines, or litigation resulting from political action or contributions from it or its employee sponsored PACs. Therefore, while we agree with the proponents that data on every type of political contribution may not be easily accessed, it is our opinion that information provided by Wachovia provides shareholders with sufficient insight into the company's policies and controls. Furthermore, company policy prohibits the use of corporate funds for political contributions. Therefore, ISS does not believe that additional reporting on this matter is warranted at this time. 5 Separate Chairman and CEO Positions Against Against ShrHoldr We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO / president position. 6 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, in a case where a company has in place unfavorable governance provisions, as indicated above, we do not believe the resignation policy is a sufficient alternative to the proposed majority voting standard. The company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. Further, with regard to management's concern that the proposal does not consider potential board vacancies, ISS notes that the precatory proposal allows the board the flexibility to determine whether a plurality vote standard may be appropriate in certain circumstances. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 06/02/06 - AWal-Mart Stores, Inc. *WMT* 931142103 04/05/06 38,996 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Animal Welfare Standards Against Against ShrHoldr In the case of Wal-Mart, ISS notes that the company does not provide detailed information on its company website regarding issues of animal welfare at its suppliers. However, the company does disclose its general policy on animal welfare and appears to be taking reasonable steps to support animal welfare in its supplier relationships. Furthermore, ISS believes that the multiple reports requested by this resolution could be burdensome on the company without providing meaningful information to shareholders. Finally, while we believe it would be beneficial for the company to consider the benefits of new technology at its suppliers, we also believe that management should be afforded the flexibility to make decisions on supplier relationships based on their assessment of the most beneficial sourcing strategies for the company. Therefore, we do not believe that shareholder support for this resolution is warranted. 4 Report on Political Contributions Against For ShrHoldr In the case of Wal-Mart, ISS notes that the company does include a statement regarding the participation of employees in political events and that all corporate contributions must be approved by its Government Relations Department; however the company does not appear to publish information that clearly defines the process for evaluating and overseeing such contributions, business objectives for the company's contributions, or the management of Wal-Mart's political action committees. ISS believes that some aspects of this resolution may be overly restrictive or burdensome; however, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote for this resolution. 5 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system gives full effect to the shareholder franchise. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 6 Prepare a Sustainability Report Against For ShrHoldr In this case, while ISS notes that Wal-Mart has some discussion of issues related to sustainability available on the company website and through its other initiatives, it does not specifically address a number of key, environment, health and safety, and economic issues in detail. Furthermore, the company has committed to increased reporting by the spring of 2007. That said, ISS also notes that sustainability reporting is becoming the norm at many large companies and that Wal-Mart has continued to face concerns related to certain employment and labor issues in its operations. We believe that more structured and comprehensive reporting on sustainability issues will benefit Wal-Mart, as this will help the company to better assess the financial risks that such issues pose to its business and the company's future growth. Further, considering information that is already available on parts of the company's website, it does not appear that consolidation of this data into a sustainability report would prove overly burdensome or costly to shareholders, or unfeasible within the timeline recommended. Therefore, while we commend the company for its steps to address certain social and environmental aspects of its operations in its existing and future disclosure initiatives, we believe that shareholders could benefit from a consolidated report on the company's sustainable development. As such, we recommend that shareholders vote for this resolution. 7 Report on Pay Disparity Against Against ShrHoldr Although ISS generally recommends votes for proposals which increase the level of disclosure on topics of importance to shareholders and support performance-based compensation for executives, the system suggested in this shareholder proposal suggests reporting on salary comparisons and evaluating overall compensation thresholds that may have limited utility for shareholders. Therefore, based on the limited utility or arbitrary nature of the detailed information requested by the report, we do not recommend shareholder support for this resolution. 8 Report on Stock Option Distribution by Race and Gender Against For ShrHoldr Given the nature and potentially significant cost of current litigation regarding this issue at Wal-Mart, we believe that shareholder support for this resolution is warranted. 01/11/06 - AWalgreen Co. *WAG* 931422109 11/14/05 15,140 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Stock Option Plan For Against Mgmt V. Vote Recommendation The total cost of the company's plans of 6.6 percent is above the allowable cap for this company of 5.11 percent. 04/18/06 - AWashington Mutual, Inc *WM* 939322103 02/24/06 15,354 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation We commend the company for expressly forbidding the repricing of stock options under the plan. The total cost of the company's plans of 5.60 percent is within the allowable cap for this company of 6.25 percent. Additionally, the company passed ISS's three-year average burn rate policy. 4 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 6 Report on Political Contributions Against For ShrHoldr In the case of Washington Mutual, ISS notes that the company briefly discusses the right of employees to be involved in the political process as private citizens in its Code of Conduct; however, there is no detailed information available about the company's policies regarding oversight or accountability for corporate contributions, or the administration of Washington Mutual's PACs. We do note that Washington Mutual's contributions may not appear significant relative to the size of the firm's assets; however, we believe that public perception, controversy, and/or litigation stemming from a company's political involvement can lead to costs that exceed the amount initially contributed. Therefore, while ISS believes that some aspects of this resolution may be overly restrictive or burdensome, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote FOR this resolution. 05/05/06 - AWaste Management, Inc. *WMI* 94106L109 03/10/06 8,587 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 05/11/06 - AWaters Corporation *WAT* 941848103 03/15/06 1,723 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/05/06 - AWatson Pharmaceuticals, Inc. *WPI* 942683103 03/23/06 1,586 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/09/06 - AWeatherford International Ltd *WFT* G95089101 03/10/06 5,409 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 APPROVAL OF THE WEATHERFORD INTERNATIONAL LTD. 2006 For Against Mgmt OMNIBUS INCENTIVE PLAN. V. Vote Recommendation We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 5.71 percent is above the allowable cap for this company of 5.00 percent. 4 APPROVAL OF AN INCREASE IN THE COMPANY S AUTHORIZED For For Mgmt SHARE CAPITAL FROM $510,000,000, CONSISTING OF 500,000,000 COMMON SHARES AND 10,000,000 PREFERENCE SHARES, TO $1,010,000,000, BY THE CREATION OF 500,000,000 ADDITIONAL COMMON SHARES. This is a reasonable financing request that warrants shareholder t. 05/16/06 - AWellpoint Inc *WLP* 94973V107 03/24/06 10,303 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.36 percent is within the allowable cap for this company of 6.76 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 04/25/06 - AWells Fargo & Company *WFC* 949746101 03/07/06 26,021 1 Elect Directors For Split Mgmt 1.1 Elect Director Lloyd H. Dean --- For We recommend a vote FOR the directors with the exception of affiliated outsiders Michael W. Wright, Donald B. Rice, Philip J. Quigley, and Cynthia H. Milligan. We recommend that shareholders WITHHOLD votes from Philip J. Quigley and Cynthia H. Milligan for standing as affiliated outsiders on the Audit and Nominating committees. We also recommend that shareholders WITHHOLD votes from Michael W. Wright and Donald B. Rice for standing as affiliated outsiders on the Compensation and Nominating committees. 1.2 Elect Director Susan E. Engel --- For 1.3 Elect Director Enrique Hernandez, Jr. --- For 1.4 Elect Director Robert L. Joss --- For 1.5 Elect Director Richard M. Kovacevich --- For 1.6 Elect Director Richard D. McCormick --- For 1.7 Elect Director Cynthia H. Milligan --- Withhold 1.8 Elect Director Nicholas G. Moore --- For 1.9 Elect Director Philip J. Quigley --- Withhold 1.10 Elect Director Donald B. Rice --- Withhold 1.11 Elect Director Judith M. Runstad --- For 1.12 Elect Director Stephen W. Sanger --- For 1.13 Elect Director Susan G. Swenson --- For 1.14 Elect Director Michael W. Wright --- Withhold 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, in a case where a company has in place unfavorable governance provisions, as indicated above, we do not believe the resignation policy is a sufficient alternative to the proposed majority voting standard. The company's current resignation policy in the context of the plurality voting standard would allow director nominees to be elected despite minimal shareholder support. Further, the proposal provides for a carve-out for plurality voting in the event of a contested election. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 4 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 5 Compensation- Director Compensation Against Against ShrHoldr ISS believes the proponent's request to annually seek shareholder approval for every future director compensation package is burdensome and offers little value to shareholders. Furthermore, the proposal does not seek to address the real issue - runaway CEO compensation. 6 Report on Discrimination in Lending Against Against ShrHoldr Therefore, based on concerns over the utility of this information to shareholders, and information available on the company's website that addresses some of the concerns set forth in the proposal, we do not believe that shareholder support for this resolution is warranted. 04/27/06 - AWendy's International, Inc. *WEN* 950590109 03/06/06 1,809 1 Elect Directors For For Mgmt 1.1 Elect Director James V. Pickett --- For We recommend a vote FOR the directors. 1.2 Elect Director Thomas F. Keller --- For 1.3 Elect Director David P. Lauer --- For 1.4 Elect Director James F. Millar --- For 1.5 Elect Director Peter H. Rothschild --- For 2 Ratify Auditors For For Mgmt 3 Label Genetically Modified Organisms Against Against ShrHoldr In this case, the proponent is seeking the labeling of products, not an outright phase-out. ISS reviews proposals to label GE products on a case-by-case basis. While we generally support proposals that seek to provide shareholders with greater disclosure regarding the risks associated with their investment, we believe that the practice of labeling every product that may contain genetically modified ingredients would be a formidable task. Given the widespread existence of these products, we question whether such an initiative can be successfully and economically implemented. Conversely, a broad approach of labeling all products as 'potentially containing GE ingredients' would be of limited use to consumers and shareholders. Therefore, based on concerns with the associated costs and feasibility of effectively implementing this resolution ISS does not believe that shareholder support is warranted. 4 Prepare Sustainability Report Against For ShrHoldr While ISS believes that the Company should have the flexibility to determine the most appropriate format for its sustainability report, we also note that the content of this report should be measured against industry peers and accepted standards of reporting. Wendy's existing disclosure on corporate responsibility and sustainability does discuss the Company's definition of sustainability, and highlights certain policies and initiatives related to Wendy's social and environmental programs. However, detailed information on how the Company's performance on these issues is affecting the Company, positively or negatively, does not appear to be readily available. As such, we believe that more comprehensive reporting on sustainability issues will benefit Wendy's by helping the Company to better assess the financial risks that certain issues pose to its business and the Company's future growth. As such, we recommend that shareholders support this resolution. 04/20/06 - AWeyerhaeuser Co. *WY* 962166104 02/24/06 3,785 1 Elect Directors For For Mgmt 1.1 Elect Director Richard F. Haskayne --- For We recommend a vote FOR the directors. 1.2 Elect Director Donald F. Mazankowski --- For 1.3 Elect Director Nicole W. Piasecki --- For 2 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS supports this shareholder proposal. 3 Adopt Simple Majority Vote Requirement Against For ShrHoldr ISS supports a simple majority vote requirement. We recommend a vote FOR the proposal. 4 Performance-Based and/or Time-Based Equity Awards Against Against ShrHoldr The company has substantially adopted a pay-for-superior performance standard in the executive compensation programs starting in 2006. As such, ISS believes that shareholder support for this proposal is not necessary at this time. 5 Report on Feasibility of Earning Forest Stewardship Against Against ShrHoldr Council Certification ISS does not support this proposal. 6 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure and in view of the company's stock underperformance relative to its peers and index, we believe that a company of this size should be able to find a qualified person to serve as chairman who is not, or has not been, an executive of the company. 7 Ratify Auditors For For Mgmt 04/18/06 - AWhirlpool Corp. *WHR* 963320106 03/03/06 1,049 1 Elect Directors For For Mgmt 03/06/06 - AWhole Foods Market, Inc. *WFMI* 966837106 01/09/06 2,138 1 Elect Directors For For Mgmt 1.1 Elect Director David W. Dupree --- For We recommend a vote FOR the directors. 1.2 Elect Director John B. Elstrott --- For 1.3 Elect Director Gabrielle E. Greene --- For 1.4 Elect Director Hass Hassan --- For 1.5 Elect Director John P. Mackey --- For 1.6 Elect Director Linda A. Mason --- For 1.7 Elect Director Morris J. Siegel --- For 1.8 Elect Director Ralph Z. Sorenson --- For 2 Ratify Auditors For For Mgmt 3 Reduce Supermajority Vote Requirement For For Mgmt ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. 4 Report on Energy Efficiency Against Against ShrHoldr In this case, ISS notes that Whole Foods has publicly disclosed significant information on its environmental policies and performance. This disclosure includes company policies on the environment and energy efficiency as well a commitment to sustainable agriculture and store development. Moreover, the Whole Foods has made the largest purchase of wind credits in the U.S. or Canada, and is currently the only company on the Fortune 500 that has offset 100% percent of its electricity use with wind credits. Finally, the company has received recognition from several organizations further attesting to its environmentally responsible approach to food retailing. Considering the company's leadership position on issues related to the environment and energy efficiency, ISS does not believe that the report requested by this resolution warrants shareholder support. 5 Report on Toxic Substances Against Against ShrHoldr Based on the company's improved disclosure on BPA and commitment to continue evaluating the issue and potential alternatives, ISS does not believe that additional reporting is necessary at this time. Therefore, we do not recommend shareholder support for this resolution. 6 Amend Vote Requirements to Amend Articles/Bylaws/Charter Against Against ShrHoldr As noted above, ISS maintains that a simple majority of voting shares should be sufficient to effect changes in a company's corporate governance. Therefore, we support the general idea of the shareholder proposal. However, management has submitted a proposal to reduce the vote requirement for actions, including amendments to the articles. As such, we feel that this proposal is unnecessary in light of the fact that the board has substantially addressed the concerns brought forth in the shareholder proposal. 04/04/06 - AWm. Wrigley Jr. Co. *WWY* 982526105 02/06/06 2,792 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For Against Mgmt V. Vote Recommendation We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 10.26 percent is above the allowable cap for this company of 8.16 percent. 3 Authorize a New Class of Common Stock For Against Mgmt ISS applauds the company's strong historical performance and acknowledges that all shareholders will participate equally in connection with the Class B stock dividend. However, ISS objects to dual-class capital structures, as they effectively give one class of shareholders disproportionate voting power in the company in relation to its equity position. Given that the amendment proposals perpetuate the company's dual-class structure, we believe that shareholder support of Items 3-5 is unwarranted. 4 Company Specific/Increase the Class B Common Stock For Against Mgmt Automatic Conversion 5 Company Specific/Automatic Conversion of Class B Common For Against Mgmt Stock 6 Ratify Auditors For For Mgmt 04/27/06 - AWyeth *WYE* 983024100 03/03/06 20,887 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 3.61 percent is within the allowable cap for this company of 9.95 percent. 4 Report on Product Availability in Canada Against For ShrHoldr ISS generally supports proposals that call for increased disclosure that may help shareholders better evaluate their investment. While we believe that a prescriptive requirement to adopt a policy to support reimportation may be inappropriate and in violation of both U.S. and Canadian regulations on this matter, we do believe that the company could benefit from increased transparency into its policies and the impact that they may have on the company. ISS notes that there are certain legal and safety concerns that can be associated with the reimportation of prescription medications. However, public action and litigation on this matter continues to become more common and contentious, and could result in costly legal maneuvering, damaging publicity, and onerous legislation in the future. Therefore, considering the widely varied stance on this issue, and the degree to which legislation, litigation, and public opinion related to prescription drug access will impact the industry as a whole, and Wyeth specifically, ISS believes that a report on impact of the company's policies related to this topic is warranted. 5 Report on Political Contributions Against For ShrHoldr In the case of Wyeth, ISS notes that the company briefly discusses the right of employees to be involved in the political process as private citizens in its Code of Conduct; however, there is no detailed information available about the company's policies regarding oversight or accountability for corporate contributions, or the administration of Wyeth's PACs. Therefore, while ISS believes that some aspects of this resolution may be overly restrictive or burdensome, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote FOR this resolution. 6 Report on Animal welfare Policy Against For ShrHoldr In this case, Wyeth, there does not appear to be the subject of any recent, significant fines or litigation on the issue of animal welfare indicative of systematic problems with the company's policies. However, ISS notes that the company does not have detailed information publicly disclosed related to its animal welfare policies and procedures. This lack of disclosure is not consistent with policies at other companies in the industry and could expose Wyeth to some level of reputational risk, or damage to the company's brand image. Additionally, based on the company's commitment to sound science and the humane treatment of animals, as well as statements regarding its internal policies, we do not believe that it would be overly costly or burdensome for the company to include this disclosure on its website or in other public documents. ISS does not believe that every aspect of this resolution needs to be addressed by the company; however, we do believe that the company should minimize its exposure to potential risks associated with animal welfare issues by adopting a level of disclosure consistent with industry norms. As such, we recommend shareholder support for this resolution. 7 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS notes that the proposal is not intended to limit the judgment of the board. The board would retain the discretion to address the status of incumbent directors who failed to receive a majority vote under a majority vote standard, and whether a plurality vote standard would be more appropriate in director elections when the number of director nominees exceeds the available board seats. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 8 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 9 Adopt Simple Majority Vote Requirement Against For ShrHoldr We support shareholder proposals seeking to eliminate supermajority vote requirements, as they may serve as entrenchment devices for management and therefore are not in the shareholders' best interest. We believe this proposal warrants support. 05/17/06 - AXcel Energy Inc. *XEL* 98389B100 03/21/06 6,269 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 05/24/06 - AXerox Corp. *XRX* 984121103 03/24/06 14,538 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. Further, with regard to management's concern that the shareholder proposal does not provide guidance with respect to director holdover situations, ISS notes that the precatory proposal allows the board the flexibility to determine whether the majority vote standard may not be appropriate in certain circumstances. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 4 Performance-Based Equity Awards Against Against ShrHoldr ISS finds that the annual and long-term incentives of Xerox Corporation are performance-based awards, and that the company uses revenue growth as one of a variety of performance objectives on which award grants are based. ISS also notes that the earnings per share measure is used in both short-term and long-term incentives, and that having the same performance criteria would result in a potential double payout for the officers. At this time, ISS believes that this proposal does not warrant shareholder support. 08/04/05 - AXilinx, Inc. *XLNX* 983919101 06/06/05 4,966 1 Elect Directors For For Mgmt 2 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 3 Ratify Auditors For For Mgmt 4 Require a Majority Vote for the Election of Directors Against For ShrHoldr ISS views the debate over the current director election system as useful and timely. A variety of reform measures should be considered. We believe it is important to have a discussion over the merits and flaws of the current director election system in the U.S. The arguments against a majority vote requirement raise serious issues. Therefore, we support the majority vote principle but we believe that boards should have wide latitude in designing a workable standard. If this proposal were presented as a binding agenda item, we would carefully consider the ramifications of implementation. If a company were to receive majority shareholder support on this proposal, we would look to the company to create a workable model for its own election system. In supporting this precatory proposal, we advocate that the director election system give full effect to the shareholder franchise. Perhaps with support for this proposal, coupled with continued debate on election reforms, the director election system can evolve to the next level. 04/28/06 - AXl Capital Ltd (Formerly Exel Ltd. ) *XL* G98255105 03/15/06 2,713 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 1.1 Elect Director Dale R. Comey --- For These are routine board elections. 1.2 Elect Director Brian M. O'Hara --- For 1.3 Elect Director John T. Thornton --- For 2 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS For For Mgmt LLP, NEW YORK, NEW YORK TO ACT AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006. 3 Other Business For Against Mgmt Because "other business" could include provisions or motions that would negatively affect shareholder rights, it is recommended that shareholders vote against this proposal. 05/16/06 - AXTO Energy Inc *XTO* 98385X106 03/31/06 5,670 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt The requested increase of 500,000,000 shares is below the allowable threshold of 775,000,000 shares. 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 4.84 percent is within the allowable cap for this company of 5.70 percent. Additionally, this plan expressly forbids repricing. 4 Ratify Auditors For For Mgmt 05/25/06 - AYahoo!, Inc. *YHOO* 984332106 03/29/06 19,699 1 Elect Directors For For Mgmt 2 Amend Non-Employee Director Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.36 percent is within the allowable cap for this company of 12.52 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 05/18/06 - AYum Brands, Inc. *YUM* 988498101 03/20/06 4,404 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Prepare a Diversity Report Against Against ShrHoldr ISS would encourage the company to continue to evaluate its policies and initiatives related to diversity. However, because of the ongoing status of the litigation at the company, existing disclosure on the company's policies and initiatives, the recognition that the company has received related to its diversity policies and initiatives, and the potential cost or burden that may be associated with providing all of the requested information, ISS does not recommend shareholder support for this resolution. 4 Implement MacBride Principles Against Against ShrHoldr Based on the fact that the existing reporting requirements are substantially similar to the MacBride Principles, the potential difficulties associated with full implementation of the Principles, and the barriers towards adoption through the franchise agreement, we recommend that shareholders oppose this request. 5 Label Genetically Modified Organisms (GMO) Against Against ShrHoldr In this case, the proponent is seeking the labeling of products, not an outright phase-out. ISS reviews proposals to label GE products on a case-by-case basis. While we generally support proposals that seek to provide shareholders with greater disclosure regarding the risks associated with their investment, we believe that the practice of labeling every product that may contain genetically modified ingredients would be a formidable task. Given the widespread existence of these products, we question whether such an initiative can be successfully and economically implemented. Conversely, a broad approach of labeling all products as "potentially containing GE ingredients" would be of limited use to consumers and shareholders. Therefore, based on concerns with the associated costs and feasibility of effectively implementing this resolution, ISS does not believe that shareholder support is warranted. 6 Report on Animal Welfare Standards Against Against ShrHoldr We believe that it is important for the company to mitigate its exposure to the risk of damaging public perception related to its animal welfare standards. However, we also believe that management should be afforded the flexibility to make decisions on the recommendations of its advisory panel based on its assessment of what is most beneficial for the company as a whole, including financial, operational, and public image considerations. Therefore, based on the company's level of disclosure on the topic of animal welfare, we do not believe that the requested report is necessary at this time. 05/01/06 - AZimmer Holdings Inc *ZMH* 98956P102 03/08/06 3,855 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.70 percent is within the allowable cap for this company of 8.38 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 4 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 05/01/06 - AZions Bancorporation *ZION* 989701107 03/01/06 1,624 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For Mgmt 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request.
Fund: Principal Variable Contracts Fund, Inc. - LargeCap Value Account Sub-Advisor: AllianceBernstein L.P.
------------------------------------------------------------------------------------------------------------------------------------ Mgmt Rec - Company Management Recommended Vote Vote Summary Report Apr 01, 2006 - Jun 30, 2006 PRINCIPAL VARIABLE CONTRACTS FUND, INC./03749200 - 037-49200 Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted ------------------- ---------------------------------------- ------------ ------------- --------------------- ---------- ---------- ----------------------------------------------------------------------------------------------------------------------------------- 05/18/06 - A Ace Ltd. *ACE* G0070K103 03/31/06 5,000 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 APPROVAL OF AMENDMENT TO ACE LIMITED For For Mgmt EMPLOYEE STOCK PURCHASE PLAN. 3 RATIFICATION OF THE APPOINTMENT OF For For Mgmt PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF ACE LIMITED FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006. 04/27/06 - A Altria Group, Inc. *MO* 02209S103 03/06/06 34,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Separate Chairman and CEO Positions Against Against ShrHoldr 4 Adopt ILO Standards Against Against ShrHoldr 5 Inform African Americans of Health Risks Against Against ShrHoldr Associated with Menthol Cigarettes 6 Establish Fire Safety Standards for Against Against ShrHoldr Cigarettes 7 Adopt Animal Welfare Policy Against Against ShrHoldr 8 Support Legislation to Reduce Smoking Against Against ShrHoldr 9 Provide Information on Second Hand Smoke Against Against ShrHoldr 04/27/06 - A American Axle & Manufacturing 024061103 03/01/06 4,100 Holdings, Inc. *AXL* 1 Elect Directors For For Mgmt 04/25/06 - A American Electric Power Co. *AEP* 025537101 03/02/06 15,750 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/06 - A American International Group, Inc. 026874107 03/24/06 42,800 *AIG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt 05/02/06 - A Arrow Electronics, Inc. *ARW* 042735100 03/17/06 9,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/06 - A Astoria Financial Corp. *AF* 046265104 03/24/06 7,650 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/28/06 - A AT&T Inc *T* 00206R102 03/01/06 31,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt 5 Report on Political Contributions Against Against ShrHoldr 6 Separate Chairman and CEO Positions Against Against ShrHoldr 7 Report on Pay Disparity Against Against ShrHoldr 8 Non-Employee Director Compensation Against Against ShrHoldr 9 Submit Severance Agreement (Change in Against For ShrHoldr Control) to shareholder Vote 10 Adopt Simple Majority Vote Requirement Against Against ShrHoldr 05/04/06 - A Autoliv Inc. *ALV* 052800109 03/07/06 9,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/06 - A Bank of America Corp. *BAC* 060505104 03/03/06 110,536 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Publish Political Contributions Against Against ShrHoldr 5 Require a Majority Vote for the Election of Against For ShrHoldr Directors 6 Provide for an Independent Chairman Against For ShrHoldr 7 Exclude Reference to Sexual Orientation Against Against ShrHoldr from the Company's EEO Statement 04/25/06 - A BB&T Corporation *BBT* 054937107 02/28/06 6,200 1 Declassify the Board of Directors For For Mgmt 2 Amend Nomination Procedures for the Board For For Mgmt 3 Elect Directors For For Mgmt 4 Amend Executive Incentive Bonus Plan For For Mgmt 5 Ratify Auditors For For Mgmt 04/24/06 - A BellSouth Corp. *BLS* 079860102 03/06/06 34,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Political Contributions/Activities Against Against ShrHoldr 04/26/06 - A Borg-Warner, Inc. *BWA* 099724106 03/03/06 4,800 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/20/06 - A BP PLC (Form. Bp Amoco Plc ) 055622104 02/17/06 8,500 Meeting for Holders of ADRs 1 TO RECEIVE THE DIRECTORS ANNUAL REPORT AND For For Mgmt THE ACCOUNTS 2 TO APPROVE THE DIRECTORS REMUNERATION REPORT For For Mgmt 3 Elect Directors For For Mgmt 4 Ratify Auditors For For Mgmt 5 SPECIAL RESOLUTION: TO GIVE LIMITED For For Mgmt AUTHORITY FOR THE PURCHASE OF ITS OWN SHARES BY THE COMPANY 6 TO GIVE AUTHORITY TO ALLOT SHARES UP TO A For For Mgmt SPECIFIED AMOUNT 7 SPECIAL RESOLUTION: TO GIVE AUTHORITY TO For For Mgmt ALLOT A LIMITED NUMBER OF SHARES FOR CASH WITHOUT MAKING AN OFFER TO SHAREHOLDERS 05/02/06 - A Bristol-Myers Squibb Co. *BMY* 110122108 03/06/06 14,250 1 Elect Directors For For Mgmt 2 Ratify Auditor For For Mgmt 3 Increase Disclosure of Executive Against Against ShrHoldr Compensation 4 Provide for Cumulative Voting Against Against ShrHoldr 5 Claw-back of Payments under Restatements Against Against ShrHoldr 6 Report on Animal Welfare Against Against ShrHoldr 7 Establish Term Limits for Directors Against Against ShrHoldr 05/25/06 - A CBS Corp *CBS.A* 124857202 03/31/06 38,387 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Option Exchange Offer For Against Mgmt 4 Amend Non-Employee Director Stock Option For Against Mgmt Plan 5 Amend Non-Employee Director Restricted For Against Mgmt Stock Plan 6 Company-Specific -- Adopt a Against For ShrHoldr Recapitalization Plan 04/27/06 - A Celestica Inc. *CLS.* 15101Q108 03/13/06 26,500 For Subordinate Voting Shares and Multiple Voting Shares 1 Elect Director Robert L. Candrall For For Mgmt 2 Elect Director William Etherington For For Mgmt 3 Elect Director Richard S. Love For For Mgmt 4 Elect Director Anthony R. Melman For For Mgmt 5 Elect Director Gerald W. Schwartz For For Mgmt 6 Elect Director Charles W. Szuluk For For Mgmt 7 Elect Director Don Tapscott For For Mgmt 8 Ratify KPMG LLP as Auditors and Authorize For For Mgmt Board to Fix Remuneration of Auditors 04/26/06 - A Chevron Corporation *CVX* 166764100 03/06/06 31,350 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Company-Specific-Reimbursement of Against Abstain ShrHoldr Stockholder Proposal 4 Report on Environmental Impact of Drilling Against Against ShrHoldr in Sensitive Areas 5 Report on Political Contributions Against Against ShrHoldr 6 Adopt an Animal Welfare Policy Against Against ShrHoldr 7 Adopt a Human Rights Policy Against Against ShrHoldr 8 Report on Remediation Expenses in Ecuador Against Against ShrHoldr 04/18/06 - A Citigroup Inc. *C* 172967101 02/24/06 121,175 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Reduce Supermajority Vote Requirement For For Mgmt 4 Reduce Supermajority Vote Requirement For For Mgmt 5 Reduce Supermajority Vote Requirement For For Mgmt 6 End Issuance of Options and Prohibit Against Against ShrHoldr Repricing 7 Report on Political Contributions Against Against ShrHoldr 8 Report on Charitable Contributions Against Against ShrHoldr 9 Performance-Based Equity Awards Against Against ShrHoldr 10 Reimbursement of Expenses Incurred by Against Against ShrHoldr Shareholder(s) 11 Separate Chairman and CEO Positions Against Against ShrHoldr 12 Clawback of Payments Under Restatement Against Against ShrHoldr 05/04/06 - A Colgate-Palmolive Co. *CL* 194162103 03/07/06 4,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director Stock Option For For Mgmt Plan 4 Separate Chairman and CEO Positions Against Against ShrHoldr 5 Performance-Based Equity Awards Against Against ShrHoldr 05/18/06 - A Comcast Corp. *CMCSA* 20030N101 03/10/06 35,541 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Qualified Employee Stock Purchase Plan For For Mgmt 4 Amend Restricted Stock Plan For For Mgmt 5 Approve Executive Incentive Bonus Plan For For Mgmt 6 Put Repricing of Stock Options to Against Against ShrHoldr Shareholder Vote 7 Separate Chairman and CEO Positions Against For ShrHoldr 8 Limit Executive Compensation Against Against ShrHoldr 9 Company-Specific-Adopt Recapitalization Plan Against For ShrHoldr 10 Establish Other Board Committee Against Against ShrHoldr 05/16/06 - A Comerica Inc. *CMA* 200340107 03/17/06 15,500 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/10/06 - A ConocoPhillips *COP* 20825C104 03/10/06 27,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report Damage Resulting From Drilling Against Against ShrHoldr Inside the National Petroleum Reserve 4 Require a Majority Vote for the Election of Against For ShrHoldr Directors 5 Submit Supplemental Executive Retirement Against Against ShrHoldr Plans to Shareholder vote 6 Report Accountability for Company's Against Against ShrHoldr Environmental Impacts due to Operation 7 Non-Employee Director Compensation Against Against ShrHoldr 04/25/06 - A COOPER INDUSTRIES LTD *CBE* G24182100 03/01/06 2,025 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 APPROVE THE AMENDED AND RESTATED MANAGEMENT For For Mgmt ANNUAL INCENTIVE PLAN. 4 APPROVE THE AMENDED AND RESTATED DIRECTORS For For Mgmt STOCK PLAN. 5 SHAREHOLDER PROPOSAL REQUESTING COOPER TO Against Against ShrHoldr IMPLEMENT A CODE OF CONDUCT BASED ON INTERNATIONAL LABOR ORGANIZATION HUMAN RIGHTS STANDARDS. 04/27/06 - A Corning Inc. *GLW* 219350105 02/27/06 35,400 1 Elect Directors For For Mgmt 2 Amend Qualified Employee Stock Purchase Plan For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 4 Approve Non-Employee Director Omnibus Stock For For Mgmt Plan 5 Ratify Auditors For For Mgmt 6 Declassify the Board of Directors Against For ShrHoldr 04/24/06 - A Crane Co. *CR* 224399105 02/28/06 7,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Implement the MacBride Principles Against Against ShrHoldr 05/25/06 - A Crown Castle International Corp. *CCI* 228227104 03/31/06 23,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/06 - A Crown Holdings, Inc. *CCK* 228368106 03/14/06 1,875 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 05/03/06 - A CSX Corp. *CSX* 126408103 03/03/06 13,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Reduce Supermajority Vote Requirement For For Mgmt 5 Reduce Supermajority Vote Requirement For For Mgmt 6 Separate Chairman and CEO Positions Against Against ShrHoldr 04/28/06 - A Dominion Resources, Inc. *D* 25746U109 02/24/06 6,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Against For ShrHoldr Directors 4 Report on Greenhouse Gas Emissions Against Against ShrHoldr 5 Submit Supplemental Executive Retirement Against Against ShrHoldr Plans to Shareholder vote 04/26/06 - A E.I. Du Pont De Nemours & Co. *DD* 263534109 03/06/06 4,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Review Executive Compensation Against Against ShrHoldr 4 Report on Genetically Modified Organisms Against Against ShrHoldr 5 Performance-Based Against Against ShrHoldr 6 Report on Feasibility of Phasing out PFOA Against Against ShrHoldr 7 Report on Security of Chemical Facilities Against Against ShrHoldr 05/04/06 - A Eastman Chemical Co. *EMN* 277432100 03/15/06 2,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/06 - A Eaton Corp. *ETN* 278058102 02/27/06 5,850 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/18/06 - A Electronic Data Systems Corp. *EDS* 285661104 02/24/06 32,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Against For ShrHoldr Directors 4 Separate Chairman and CEO Positions Against Against ShrHoldr 04/24/06 - A Eli Lilly and Co. *LLY* 532457108 02/15/06 12,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Animal Welfare Policy Against Against ShrHoldr 4 Separate Chairman and CEO Positions Against For ShrHoldr 5 Declassify the Board of Directors Against For ShrHoldr 6 Require a Majority Vote for the Election of Against For ShrHoldr Directors 05/09/06 - A Ensco International, Inc. *ESV* 26874Q100 03/10/06 14,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/12/06 - A Entergy Corp. *ETR* 29364G103 03/14/06 12,050 1 Elect Directors For For Mgmt 2 Reduce Supermajority Vote Requirement For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 5 Require a Majority Vote for the Election of Against For ShrHoldr Directors 06/27/06 - A Exelon Corp. *EXC* 30161N101 05/12/06 2,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Submit Severance Agreement (Change in Against For ShrHoldr Control) to shareholder Vote 05/31/06 - A Exxon Mobil Corp. *XOM* 30231G102 04/06/06 125,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against Against ShrHoldr 4 Require a Majority Vote for the Election of Against For ShrHoldr Directors 5 Company-Specific-Nominate Independent Against Against ShrHoldr Director with Industry Experience 6 Require Director Nominee Qualifications Against Against ShrHoldr 7 Non-Employee Director Compensation Against Against ShrHoldr 8 Separate Chairman and CEO Positions Against For ShrHoldr 9 Review Executive Compensation Against Against ShrHoldr 10 Link Executive Compensation to Social Issues Against Against ShrHoldr 11 Report on Political Contributions Against Against ShrHoldr 12 Report on Charitable Contributions Against Against ShrHoldr 13 Amend Equal Employment Opportunity Policy Against For ShrHoldr to Prohibit Discrimination Based on Sexual Orientation 14 Report on Damage Resulting from Drilling Against Against ShrHoldr for Oil and gas in Protected Areas 15 Report Accountability for Company's Against Against ShrHoldr Environmental Impacts due to Operation 05/16/06 - A FirstEnergy Corporation *FE* 337932107 03/21/06 14,400 1 Elect Directors For Split Mgmt 1.1 Elect Director Anthony J. Alexander --- Withhold 1.2 Elect Director Carol A. Cartwright --- Withhold 1.3 Elect Director William T. Cottle --- Withhold 1.4 Elect Director Robert B. Heisler, Jr. --- For 1.5 Elect Director Russell W. Maier --- Withhold 1.6 Elect Director George M. Smart --- Withhold 1.7 Elect Director Wes M. Taylor --- Withhold 1.8 Elect Director Jesse T. Williams, Sr. --- Withhold 2 Ratify Auditors For For Mgmt 3 Adopt Simple Majority Vote Requirement Against For ShrHoldr 4 Submit Severance Agreement (Change in Against For ShrHoldr Control) to shareholder Vote 04/26/06 - A General Electric Co. *GE* 369604103 02/27/06 59,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Voting Against Against ShrHoldr 4 Adopt Policy on Overboarded Directors Against Against ShrHoldr 5 Company-Specific -- One Director from the Against Against ShrHoldr Ranks of the Retirees 6 Separate Chairman and CEO Positions Against Against ShrHoldr 7 Require a Majority Vote for the Election of Against Against ShrHoldr Directors 8 Report on Environmental Policies Against Against ShrHoldr 05/17/06 - A Genworth Financial, Inc. *GNW* 37247D106 03/24/06 23,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/23/06 - A GLOBAL SANTA FE CORP.(formerly Santa G3930E101 03/24/06 12,300 Fe International Corp) *GSF* Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 AMEND THE COMPANY S AMENDED AND RESTATED For For Mgmt ARTICLES OF ASSOCIATION, AS AMENDED TO DATE; TO PROVIDE THAT THE ISSUANCE OF PREFERENCE SHARES IS NOT A VARIATION OF THE RIGHTS OF THE HOLDERS OF ORDINARY SHARES AND TO MAKE A RELATED CLARIFYING CHANGE, AND AMEND 3 AMEND THE EXISTING ARTICLES OF ASSOCIATION For For Mgmt TO INCREASE THE COMPANY S FLEXIBILITY IN REPURCHASING ITS SHARES. 4 AMEND THE EXISTING ARTICLES OF ASSOCIATION For For Mgmt TO DELETE OBSOLETE PROVISIONS RELATING TO KUWAIT PETROLEUM CORPORATION AND ITS AFFILIATES. 5 AMEND THE EXISTING MEMORANDUM OF For For Mgmt ASSOCIATION AND THE EXISTING ARTICLES OF ASSOCIATION TO CLARIFY, UPDATE AND MAKE MINOR CHANGES TO CERTAIN PROVISIONS. 6 AMEND AND RESTATE THE EXISTING MEMORANDUM For For Mgmt OF ASSOCIATION AND THE EXISTING ARTICLES OF ASSOCIATION TO INCORPORATE ALL PREVIOUS AMENDMENTS THERETO. 7 Ratify Auditors For For Mgmt 04/25/06 - A Goodrich Corporation *GR* 382388106 03/06/06 12,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/01/06 - A Hubbell Incorporated *HUB.B* 443510201 03/03/06 3,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 04/20/06 - A Huntington Bancshares Inc. *HBAN* 446150104 02/17/06 23,875 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/07/06 - A Ingersoll-Rand Company Limited *IR* G4776G101 04/10/06 8,200 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/06 - A Intel Corp. *INTC* 458140100 03/20/06 31,200 1 Elect Director Craig R. Barrett For For Mgmt 2 Elect Director Charlene Barshefsky For For Mgmt 3 Elect Director E. John P. Browne For For Mgmt 4 Elect Director D. James Guzy For For Mgmt 5 Elect Director Reed E. Hundt For For Mgmt 6 Elect Director Paul S. Otellini For For Mgmt 7 Elect Director James D. Plummer For For Mgmt 8 Elect Director David S. Pottruck For For Mgmt 9 Elect Director Jane E. Shaw For For Mgmt 10 Elect Director John L. Thornton For For Mgmt 11 Elect Director David B. Yoffie For For Mgmt 12 Rescind Fair Price Provision For For Mgmt 13 Amend Articles/Bylaws/Repeal Supermajority For For Mgmt Vote 14 Ratify Auditors For For Mgmt 15 Approve Omnibus Stock Plan For For Mgmt 16 Approve Qualified Employee Stock Purchase For For Mgmt Plan 04/25/06 - A International Business Machines Corp. 459200101 02/24/06 3,900 *IBM* 1 Elect Directors For Split Mgmt 1.1 Elect Director Cathleen Black --- For 1.2 Elect Director Kenneth I. Chenault --- For 1.3 Elect Director Juergen Dormann --- For 1.4 Elect Director Michael L. Eskew --- For 1.5 Elect Director Shirley Ann Jackson --- For 1.6 Elect Director Minoru Makihara --- For 1.7 Elect Director Lucio A. Noto --- For 1.8 Elect Director James W. Owens --- For 1.9 Elect Director Samuel J. Palmisano --- For 1.10 Elect Director Joan E. Spero --- For 1.11 Elect Director Sidney Taurel --- For 1.12 Elect Director Charles M. Vest --- For 1.13 Elect Director Lorenzo H. Zambrano --- Withhold 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against Against ShrHoldr 4 Evaluate Age Discrimination in Retirement Against Against ShrHoldr Plans 5 Time-Based Equity Awards Against For ShrHoldr 6 Increase Disclosure of Executive Against Against ShrHoldr Compensation 7 Report on Outsourcing Against Against ShrHoldr 8 Implement/ Increase Activity on the China Against Against ShrHoldr Principles 9 Report on Political Contributions Against Against ShrHoldr 10 Require a Majority Vote for the Election of Against For ShrHoldr Directors 11 Adopt Simple Majority Vote Against For ShrHoldr 05/23/06 - A Jones Apparel Group, Inc. *JNY* 480074103 03/24/06 13,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/16/06 - A JPMorgan Chase & Co. *JPM* 46625H100 03/17/06 72,290 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Put Repricing of Stock Options to Against Against ShrHoldr Shareholder Vote 4 Performance-Based Equity Awards Against Against ShrHoldr 5 Separate Chairman and CEO Positions Against For ShrHoldr 6 Remove Reference to Sexual Orientation from Against Against ShrHoldr EEO Statement 7 Amend Articles/Bylaws/Charter -- Call Against For ShrHoldr Special Meetings 8 Report on Lobbying Activities Against Against ShrHoldr 9 Report on Political Contributions Against Against ShrHoldr 10 Approve Terms of Existing Poison Pill Against Against ShrHoldr 11 Provide for Cumulative Voting Against Against ShrHoldr 12 Claw-back of Payments under Restatements Against Against ShrHoldr 13 Require Director Nominee Qualifications Against Against ShrHoldr 04/21/06 - A Kellogg Co. *K* 487836108 03/01/06 11,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt 4 Sustainability Report Against Against ShrHoldr 05/11/06 - A KeyCorp *KEY* 493267108 03/14/06 9,175 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/06 - A Kimberly-Clark Corp. *KMB* 494368103 02/27/06 15,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr 4 Adopt ILO Standards Against Against ShrHoldr 5 Require a Majority Vote for the Election of Against For ShrHoldr Directors 6 Report on Feasibility of Phasing Out the Against Against ShrHoldr Use of Non-certified Wood Fiber 04/25/06 - A Kraft Foods Inc *KFT* 50075N104 03/01/06 9,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director Omnibus Stock For For Mgmt Plan 4 Cease Corporate Support for Homosexual Against Against ShrHoldr Activities or Events 05/11/06 - A Lear Corporation *LEA* 521865105 03/21/06 375 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Declassify the Board of Directors Against For ShrHoldr 5 Implement Code of Conduct Based on ILO Against Against ShrHoldr Standards 04/05/06 - A Lehman Brothers Holdings Inc. *LEH* 524908100 02/10/06 7,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Declassify the Board of Directors For For Mgmt 05/09/06 - A Liberty Media Holding Corp 530718105 04/06/06 23,700 1 Approve Formation of Holding Company For For Mgmt 2 Company Specific-Create Tracking Stock For For Mgmt 3 Approve Restructuring Plan For For Mgmt 4 Approve Restructuring Plan For For Mgmt 5 Approve Restructuring Plan For For Mgmt 6 Elect Directors For For Mgmt 7 Ratify Auditors For For Mgmt 05/22/06 - A Limited Brands *LTD* 532716107 04/05/06 23,900 1 Elect Directors For For Mgmt 04/27/06 - A Lockheed Martin Corp. *LMT* 539830109 03/01/06 7,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt 4 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt 5 Increase Disclosure of Executive Against Against ShrHoldr Compensation 6 Adopt Simple Majority Vote Requirement Against For ShrHoldr 7 Report Equal Employment Opportunity Against Against ShrHoldr Information 8 Report on Depleted Uranium Weapons Against Against ShrHoldr Components 05/02/06 - A Magna International Inc. *MG.A* 559222401 03/21/06 3,500 Meeting For Common and Preferred Shareholders 1 Elect Directors For Withhold Mgmt 2 Approve Ernst & Young LLP as Auditors and For For Mgmt Authorize Board to Fix Remuneration of Auditors 04/26/06 - A Marathon Oil Corp *MRO* 565849106 02/27/06 14,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt 4 Eliminate Class of Preferred Stock For For Mgmt 5 Require a Majority Vote for the Election of Against For ShrHoldr Directors 6 Adopt Simple Majority Vote Requirement Against For ShrHoldr 05/23/06 - A Martin Marietta Materials, Inc. *MLM* 573284106 03/17/06 3,700 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/11/06 - A Mattel, Inc. *MAT* 577081102 03/16/06 20,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Separate Chairman and CEO Positions Against For ShrHoldr 4 Report Progress on Improving Work and Against Against ShrHoldr Living Conditions 5 Performance-Based Against Against ShrHoldr 05/04/06 - A MBIA Inc. *MBI* 55262C100 03/10/06 7,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/06 - A McDonald's Corp. *MCD* 580135101 03/27/06 35,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Submit Severance Agreement (Change in Against For ShrHoldr Control) to shareholder Vote 4 Identify Food Products Manufactured or Sold Against Against ShrHoldr that Contain Genetically Engineered Ingredients 04/18/06 - A Mellon Financial Corp. *MEL* 58551A108 02/10/06 16,400 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director Restricted For For Mgmt Stock Plan 3 Amend Vote Requirements to Amend Against For ShrHoldr Articles/Bylaws/Charter 4 Ratify Auditors For For Mgmt 04/25/06 - A Merck & Co., Inc. *MRK* 589331107 02/24/06 50,575 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Approve Non-Employee Director Omnibus Stock For For Mgmt Plan 5 Limit Executive Compensation Against Against ShrHoldr 6 Adopt Simple Majority Vote Against For ShrHoldr 7 Adopt Animal Welfare Standards Against Against ShrHoldr 04/28/06 - A Merrill Lynch & Co., Inc. *MER* 590188108 02/27/06 26,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Voting Against Against ShrHoldr 4 Compensation- Director Compensation Against Against ShrHoldr 5 Review Executive Compensation Against Against ShrHoldr 04/25/06 - A MetLife, Inc *MET* 59156R108 03/01/06 21,450 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/06 - A MGIC Investment Corp. *MTG* 552848103 03/10/06 4,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/06 - A Molson Coors Brewing Co *TAP* 60871R209 03/31/06 3,900 1 Elect Directors For For Mgmt 04/04/06 - A Morgan Stanley *MS* 617446448 02/03/06 29,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt 4 Amend Articles/Bylaws/Remove plurality For For Mgmt voting for directors 5 Amend Articles/Bylaws/Eliminate For For Mgmt supermajority voting requirements 6 Require a Majority Vote for the Election of Against For ShrHoldr Directors 7 Amend Vote Requirements to Amend Against For ShrHoldr Articles/Bylaws/Charter 8 Submit Severance Agreement (Change in Against For ShrHoldr Control) to shareholder Vote 04/25/06 - A National City Corp. *NCC* 635405103 03/03/06 27,825 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/09/06 - A Newell Rubbermaid Inc. *NWL* 651229106 03/15/06 12,100 1 Elect Directors For Split Mgmt 1.1 Elect Director Thomas E. Clarke --- Withhold 1.2 Elect Director Elizabeth Cuthbert Millett --- Withhold 1.3 Elect Director Steven J. Strobel --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Approve Qualified Employee Stock Purchase For For Mgmt Plan 4 Ratify Auditors For For Mgmt 5 Submit Shareholder Rights Plan (Poison Against For ShrHoldr Pill) to Shareholder Vote 6 Declassify the Board of Directors Against For ShrHoldr 04/27/06 - A NOBLE CORP *NE* G65422100 03/02/06 8,300 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 MEMBER (SHAREHOLDER) PROPOSAL TO SEPARATE Against Against ShrHoldr THE POSITIONS OF CHAIRMAN/CHIEF EXECUTIVE OFFICER. 05/23/06 - A Nordstrom, Inc. *JWN* 655664100 03/15/06 3,700 1 Elect Directors For For Mgmt 2 Amend Qualified Employee Stock Purchase Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/11/06 - A Norfolk Southern Corp. *NSC* 655844108 03/06/06 19,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/09/06 - A Northeast Utilities *NU* 664397106 03/10/06 19,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/06 - A Northrop Grumman Corp. *NOC* 666807102 03/21/06 16,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt 4 Separate Chairman and CEO Positions Against Against ShrHoldr 05/05/06 - A Occidental Petroleum Corp. *OXY* 674599105 03/06/06 9,500 1 Elect Directors For Split Mgmt 1.1 Elect Director Spencer Abraham --- For 1.2 Elect Director Ronald W. Burkle --- Withhold 1.3 Elect Director John S. Chalsty --- For 1.4 Elect Director Edward P. Djerejian --- For 1.5 Elect Director R. Chad Dreier --- For 1.6 Elect Director John E. Feick --- For 1.7 Elect Director Ray R. Irani --- For 1.8 Elect Director Irvin W. Maloney --- For 1.9 Elect Director Rodolfo Segovia --- For 1.10 Elect Director Aziz D. Syriani --- For 1.11 Elect Director Rosemary Tomich --- For 1.12 Elect Director Walter L. Weisman --- For 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr 5 Report on Global Warming Against Against ShrHoldr 6 Require a Majority Vote for the Election of Against For ShrHoldr Directors 05/26/06 - A Old Republic International Corp. *ORI* 680223104 03/21/06 20,300 1 Elect Directors For Split Mgmt 1.1 Elect Director Harrington Bischof --- Withhold 1.2 Elect Director Peter Lardner --- Withhold 1.3 Elect Director Charles F. Titterton --- Withhold 1.4 Elect Director Steven R. Walker --- For 2 Approve Omnibus Stock Plan For For Mgmt 05/03/06 - A Owens-Illinois, Inc. *OI* 690768403 03/06/06 20,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/12/06 - A Partnerre Ltd (frm. Partnerre Holdings G6852T105 03/17/06 4,700 Ltd. ) *PRE* Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt 05/03/06 - A PepsiCo, Inc. *PEP* 713448108 03/10/06 9,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Publish Political Contributions Against Against ShrHoldr 4 Report on Charitable Contributions Against Against ShrHoldr 04/27/06 - A Pfizer Inc. *PFE* 717081103 03/01/06 156,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Reduce Supermajority Vote Requirement For For Mgmt 4 Establish Term Limits for Directors Against Against ShrHoldr 5 Social Proposal Against Against ShrHoldr 6 Restore or Provide for Cumulative Voting Against Against ShrHoldr 7 Separate Chairman and CEO Positions Against Against ShrHoldr 8 Report on Political Contributions Against Against ShrHoldr 9 Report on Animal Welfare Policy Against Against ShrHoldr 10 Reort on Animal-based Testing Against Against ShrHoldr 05/17/06 - A Pinnacle West Capital Corp. *PNW* 723484101 03/20/06 16,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr 04/25/06 - A PNC Financial Services Group, Inc. 693475105 02/28/06 5,500 *PNC* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/20/06 - A PPG Industries, Inc. *PPG* 693506107 02/17/06 14,200 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/09/06 - A Prudential Financial Inc *PRU* 744320102 03/10/06 8,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Eliminate or Restrict Severance Agreements Against For ShrHoldr (Change-in-Control) 05/09/06 - A Puget Energy, Inc. *PSD* 745310102 03/02/06 1,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/31/06 - A RenaissanceRe Holdings Ltd. *RNR* G7496G103 04/03/06 9,500 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/28/06 - A Rowan Companies, Inc. *RDC* 779382100 03/01/06 14,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/06 - A Safeway Inc. *SWY* 786514208 03/27/06 24,675 1 Elect Director Steven A. Burd For For Mgmt 2 Elect Director Janet E. Grove For For Mgmt 3 Elect Director Mohan Gyani For For Mgmt 4 Elect Director Paul Hazen For For Mgmt 5 Elect Director Robert I. MacDonnell For For Mgmt 6 Elect Director Douglas J. MacKenzie For For Mgmt 7 Elect Director Rebecca A. Stirn For For Mgmt 8 Elect Director William Y. Tauscher For For Mgmt 9 Elect Director Raymond G. Viault For For Mgmt 10 Approve Executive Incentive Bonus Plan For For Mgmt 11 Ratify Auditors For For Mgmt 12 Provide for Cumulative Voting Against Against ShrHoldr 13 Eliminate or Restrict Severance Agreements Against Against ShrHoldr (Change-in-Control) 14 Company-Specific-Establishment of an Office Against Against ShrHoldr of the Board 15 Adopt Policy to Identify and Label Food Against Against ShrHoldr Products that Contain Genetically Engineered Ingredients 16 Issue Sustainability Report Against Against ShrHoldr 05/10/06 - A Smurfit - Stone Container Corp. *SSCC* 832727101 03/13/06 21,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/18/06 - A Sprint Nextel Corp *S* 852061100 02/28/06 64,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Against For ShrHoldr Directors 4 Restore or Provide for Cumulative Voting Against Against ShrHoldr 05/05/06 - A SPX Corp. *SPW* 784635104 03/17/06 11,500 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt 4 Approve Non-Employee Director Omnibus Stock For For Mgmt Plan 5 Submit Severance Agreement (Change in Against For ShrHoldr Control) to shareholder Vote 6 Ratify Auditors For For Mgmt 04/18/06 - A SunTrust Banks, Inc. *STI* 867914103 02/28/06 9,975 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr 06/28/06 - A Supervalu Inc. *SVU* 868536103 05/19/06 9,700 1 Elect Director Irwin Cohen For For Mgmt 2 Elect Director Ronald E. Daly For For Mgmt 3 Elect Director Lawrence A. Del Santo For For Mgmt 4 Elect Director Susan E. Engel For For Mgmt 5 Elect Director Philip L. Francis For For Mgmt 6 Ratify Auditors For For Mgmt 05/17/06 - A Target Corporation *TGT* 87612E106 03/20/06 7,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report Political Contributions/Activities Against Against ShrHoldr 06/06/06 - A Tech Data Corp. *TECD* 878237106 04/10/06 7,250 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 04/27/06 - A Tellabs, Inc. *TLAB* 879664100 02/27/06 29,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/05/06 - A Temple-Inland Inc. *TIN* 879868107 03/08/06 9,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/12/06 - A Tenet Healthcare Corp. *THC* 88033G100 03/15/06 13,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/06 - A Textron Inc. *TXT* 883203101 03/03/06 5,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Depleted Uranium Weapons Against Against ShrHoldr Components 4 Require a Majority Vote for the Election of Against For ShrHoldr Directors 05/16/06 - A The Allstate Corp. *ALL* 020002101 03/17/06 9,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Approve Non-Employee Director Omnibus Stock For For Mgmt Plan 5 Require a Majority Vote for the Election of Against For ShrHoldr Directors 6 Adopt Simple Majority Vote Against For ShrHoldr 05/01/06 - A The Boeing Co. *BA* 097023105 03/03/06 8,200 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Reduce Supermajority Vote Requirement For For Mgmt 5 Ratify Auditors For For Mgmt 6 Develop a Human Rights Policy Against Against ShrHoldr 7 Develop Ethical Criteria for Military Against Against ShrHoldr Contracts 8 Report on Charitable Contributions Against Against ShrHoldr 9 Require a Majority Vote for the Election of Against For ShrHoldr Directors 10 Separate Chairman and CEO Positions Against Against ShrHoldr 04/25/06 - A The Chubb Corp. *CB* 171232101 03/06/06 5,425 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Require a Majority Vote for the Election of Against For ShrHoldr Directors 5 Report on Political Contributions Against Against ShrHoldr 04/19/06 - A The Coca-Cola Company *KO* 191216100 02/21/06 30,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Restricted Stock Plan For For Mgmt 4 Report on Charitable Contributions Against Against ShrHoldr 5 Review/ Report on Recycling Policy Against Against ShrHoldr 6 Performance-Based and/or Time-Based Equity Against Against ShrHoldr Awards 7 Report on Environmental Liabilities in India Against Against ShrHoldr 8 Sponsor Independent Inquiry into Operations Against Against ShrHoldr in Columbia 05/09/06 - A The Gap, Inc. *GPS* 364760108 03/13/06 9,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 05/17/06 - A The Hartford Financial Services Group, 416515104 03/20/06 13,700 Inc. *HIG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/22/06 - A The Kroger Co. *KR* 501044101 04/24/06 37,500 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For For Mgmt 3 Eliminate Cumulative Voting For For Mgmt 4 Reduce Supermajority Vote Requirement For For Mgmt 5 Opt Out of State's Control Share For For Mgmt Acquisition Law 6 Require Advance Notice for Shareholder For Against Mgmt Proposals 7 Ratify Auditors For For Mgmt 8 Report on Animal Welfare Standards Against Against ShrHoldr 9 Prepare a Sustainability Report Against Against ShrHoldr 04/24/06 - A The Lubrizol Corp. *LZ* 549271104 03/03/06 9,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/03/06 - A The St. Paul Travelers Companies, Inc. 792860108 03/08/06 27,513 *STA* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Against For ShrHoldr Directors 4 Report on Political Contributions Against Against ShrHoldr 05/19/06 - A Time Warner Inc *TWX* 887317105 03/24/06 122,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Adopt Simple Majority Vote Requirement Against For ShrHoldr 5 Separate Chairman and CEO Positions Against Against ShrHoldr 6 Develop a Code Vendor of Conduct Against Against ShrHoldr 04/27/06 - A Torchmark Corp. *TMK* 891027104 03/03/06 4,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Adopt/Amend Board Diversity Policy Against Against ShrHoldr 05/12/06 - A Total SA (Formerly Total Fina Elf S.A 89151E109 04/12/06 4,100 ) Meeting for Holders of ADRs 1 APPROVAL OF PARENT COMPANY FINANCIAL For For Mgmt STATEMENTS 2 APPROVAL OF CONSOLIDATED FINANCIAL For For Mgmt STATEMENTS 3 ALLOCATION OF EARNINGS, DECLARATION OF For For Mgmt DIVIDEND 4 AUTHORIZATION TO BE GIVEN TO THE BOARD OF For For Mgmt DIRECTORS TO TRANSFER THE SPECIAL LONG-TERM CAPITAL GAINS RESERVED TO THE ACCOUNT 5 AGREEMENTS COVERED BY ARTICLE L.225-38 OF For For Mgmt THE FRENCH COMMERCIAL CODE 6 AUTHORIZATION FOR THE BOARD OF DIRECTORS TO For For Mgmt TRADE SHARES OF THE COMPANY 7 Elect Directors For For Mgmt 8 APPROVAL OF THE ASSET CONTRIBUTION BY THE For For Mgmt COMPANY TO ARKEMA, GOVERNED BY THE LEGAL REGIME APPLICABLE TO DEMERGERS 9 FOUR-FOR-ONE STOCK SPLIT For For Mgmt 10 AMENDMENT OF ARTICLE 11 -3 OF THE COMPANY S For For Mgmt ARTICLES OF ASSOCIATION FIXING THE NUMBER OF SHARES OF THE COMPANY 11 RESOLUTION A (NOT APPROVED BY THE BOARD OF Against Against ShrHoldr DIRECTORS) 12 RESOLUTION B (NOT APPROVED BY THE BOARD OF Against Against ShrHoldr DIRECTORS) 06/23/06 - A Toyota Motor Corp. *7203* 892331307 03/30/06 5,900 Meeting for Holders of ADRs 1 APPROVAL OF PROPOSED APPROPRIATION OF For For Mgmt RETAINED EARNINGS FOR THE FY2006 TERM 2 PARTIAL AMENDMENT OF THE ARTICLES OF For For Mgmt INCORPORATION 3 ELECTION OF 26 DIRECTORS For For Mgmt 4 ELECTION OF 3 CORPORATE AUDITORS For Against Mgmt 5 ISSUE OF STOCK ACQUISITION RIGHTS WITHOUT For For Mgmt CONSIDERATION TO DIRECTORS, MANAGING OFFICERS AND EMPLOYEES, ETC., OF TOYOTA MOTOR CORPORATION AND ITS AFFILIATES 6 ACQUISITION OF OWN SHARES For For Mgmt 7 AWARD OF BONUS PAYMENTS TO RETIRING For For Mgmt CORPORATE AUDITORS, AND PAYMENT OF THE FINAL RETIREMENT BONUS TO DIRECTORS DUE TO THE ABOLISHMENT OF THE RETIREMENT BONUS SYSTEM FOR DIRECTORS 8 REVISION OF THE AMOUNT OF REMUNERATION FOR For For Mgmt DIRECTORS 04/18/06 - A U.S. Bancorp *USB* 902973304 02/27/06 26,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt 4 Declassify the Board of Directors Against For ShrHoldr 5 Approve Report of the Compensation Committee Against Against ShrHoldr 05/08/06 - A Unilever N.V. 904784709 03/15/06 6,100 Meeting for Holders of ADRs 1 ADOPTION OF THE ANNUAL ACCOUNTS AND For For Mgmt APPROPRIATION OF THE PROFIT FOR THE 2005 FINANCIAL YEAR. 2 DISCHARGE OF THE EXECUTIVE DIRECTORS. For For Mgmt 3 DISCHARGE OF THE NON-EXECUTIVE DIRECTORS. For For Mgmt 4 SHARE EQUALIZATION. For For Mgmt 5 APPROVAL: SHARE EQUALIZATION For For Mgmt 6 ALTERATION III TO THE ARTICLES OF For For Mgmt ASSOCIATION. BOARD OF NOMINATION PROCEDURE. 7 ALIGNMENT OF DIVIDEND GENERATING CAPACITY For For Mgmt AND DIVIDEND ENTITLEMENTS. 8 Elect Directors For For Mgmt 8 Elect Supervisory Board Member For For Mgmt 9 REMUNERATION OF NON-EXECUTIVE DIRECTORS. For For Mgmt 10 Ratify Auditors For For Mgmt 11 DESIGNATION OF THE BOARD OF DIRECTORS AS For For Mgmt THE COMPANY BODY AUTHORIZED IN RESPECT OF THE ISSUE OF SHARES IN THE COMPANY. 12 AUTHORIZATION OF THE BOARD OF DIRECTORS TO For For Mgmt PURCHASE SHARES IN THE COMPANY AND DEPOSITARY RECEIPTS THEREFOR. 05/02/06 - A UST Inc. *UST* 902911106 03/09/06 12,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Submit Internet Tobacco Advertisements to Against Against ShrHoldr Independent Review 4 Declassify the Board of Directors Against For ShrHoldr 05/04/06 - A Verizon Communications *VZ* 92343V104 03/06/06 78,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Voting Against Against ShrHoldr 4 Require a Majority Vote for the Election of Against For ShrHoldr Directors 5 Require Majority of Independent Directors Against Against ShrHoldr on Board 6 Company-Specific-Directors on Common Boards Against Against ShrHoldr 7 Separate Chairman and CEO Positions Against For ShrHoldr 8 Performance-Based and/or Time-Based Equity Against Against ShrHoldr Awards 9 Report on Political Contributions Against Against ShrHoldr 04/25/06 - A VF Corp. *VFC* 918204108 03/07/06 7,050 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/24/06 - A Viacom Inc. *VIA.B* 92553P201 03/31/06 19,287 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/12/06 - A Vulcan Materials Co. *VMC* 929160109 03/21/06 7,625 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/18/06 - A Wachovia Corp. *WB* 929903102 02/22/06 38,450 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Submit Severance Agreement (Change in Against For ShrHoldr Control) to shareholder Vote 4 Report on Political Contributions Against Against ShrHoldr 5 Separate Chairman and CEO Positions Against Against ShrHoldr 6 Require a Majority Vote for the Election of Against For ShrHoldr Directors 04/12/06 - A Waddell & Reed Financial, Inc. *WDR* 930059100 02/15/06 12,200 1 Elect Directors For For Mgmt 04/18/06 - A Washington Mutual, Inc *WM* 939322103 02/24/06 24,475 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Approve Executive Incentive Bonus Plan For For Mgmt 5 Declassify the Board of Directors For For Mgmt 6 Report on Political Contributions Against Against ShrHoldr 04/25/06 - A Wells Fargo & Company *WFC* 949746101 03/07/06 13,750 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Against For ShrHoldr Directors 4 Separate Chairman and CEO Positions Against For ShrHoldr 5 Compensation- Director Compensation Against Against ShrHoldr 6 Report on Discrimination in Lending Against Against ShrHoldr 05/04/06 - A Wisconsin Energy Corp. *WEC* 976657106 02/24/06 1,040 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/06 - A Wyeth *WYE* 983024100 03/03/06 5,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director Omnibus Stock For For Mgmt Plan 4 Report on Product Availability in Canada Against Against ShrHoldr 5 Report on Political Contributions Against Against ShrHoldr 6 Report on Animal welfare Policy Against Against ShrHoldr 7 Require a Majority Vote for the Election of Against For ShrHoldr Directors 8 Separate Chairman and CEO Positions Against Against ShrHoldr 9 Adopt Simple Majority Vote Requirement Against For ShrHoldr 05/17/06 - A Xcel Energy Inc. *XEL* 98389B100 03/21/06 12,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Separate Chairman and CEO Positions Against For ShrHoldr 04/28/06 - A Xl Capital Ltd (Formerly Exel Ltd. ) G98255105 03/15/06 9,100 *XL* Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 TO RATIFY THE APPOINTMENT OF For For Mgmt PRICEWATERHOUSECOOPERS LLP, NEW YORK, NEW YORK TO ACT AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006. 3 Other Business For Against Mgmt
Fund: Principal Variable Contracts Fund, Inc. - MidCap Account Sub-Advisor: Principal Global Investors, LLC
-------------------------------------------------------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Vote Summary Report Jul 01, 2005 - Jun 30, 2006 Principal VCF - MidCap - 5030 Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted ------------------- --------------------------------------- ------------- ------------ ------------- ----------- ------------------ ----------------------------------------------------------------------------------------------------------------------------------- 05/01/06 - A AFLAC Incorporated *AFL* 001055102 02/22/06 109,328 1 Elect Directors For Split Mgmt 1.1 Elect Director Daniel P. Amos --- For We recommend a vote FOR the directors with the exception of independent outsider Michael H. Armacost. We recommend that shareholders WITHHOLD votes from Michael H. Armacost for poor attendance. 1.2 Elect Director John Shelby Amos, II --- For 1.3 Elect Director Michael H. Armacost --- Withhold 1.4 Elect Director Kriss Cloninger, III --- For 1.5 Elect Director Joe Frank Harris --- For 1.6 Elect Director Elizabeth J. Hudson --- For 1.7 Elect Director Kenneth S. Janke Sr. --- For 1.8 Elect Director Douglas W. Johnson --- For 1.9 Elect Director Robert B. Johnson --- For 1.10 Elect Director Charles B. Knapp --- For 1.11 Elect Director Hidefumi Matsui --- For 1.12 Elect Director E. Stephen Purdom, M.D. --- For 1.13 Elect Director Barbara K. Rimer, Dr. Ph --- For 1.14 Elect Director Marvin R. Schuster --- For 1.15 Elect Director David Gary Thompson --- For 1.16 Elect Director Tohru Tonoike --- For 1.17 Elect Director Robert L. Wright --- For 2 Ratify Auditors For For Mgmt 08/02/05 - A Alliant Techsystems Inc. *ATK* 018804104 06/06/05 79,690 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 8.43 percent is within the allowable cap for this company of 8.84 percent. Additionally, this plan expressly forbids repricing. 4 Adopt Ethical Criteria for Military Against Against ShrHoldr Contracts ISS believes that detailed disclosure from the company on the risks associated with certain markets and operations can be beneficial to shareholders by providing them with more information to consider when evaluating their investments. However, we also believe that it may be inappropriate to disclose detailed information about the contract evaluation and bidding process, as provision of this data may give insight into contractual agreements, thereby providing competition with bidding advantages. Additionally, while ISS supports a sustainable approach to business operations, we also note that the federal government has stringent regulations regarding military and weapons production, and the associated contract bidding process. As such, while we urge Alliant to evaluate and take steps to address concerns associated with the company's international operations, we believe that the combination of federal regulation and the necessity to limit disclosure where it could affect the company's competitive advantage outweigh the potential benefits that may be derived from this proposal. 05/02/06 - A Ambac Financial Group, Inc. *ABK* 023139108 03/06/06 60,581 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/02/06 - A Ameren Corporation *AEE* 023608102 03/06/06 79,423 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 1.95 percent is within the allowable cap for this company of 5.00 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 4 Report on Extending the Operating License Against Against ShrHoldr at the Callaway Nuclear Power Facility Considering the time frame available for the company to evaluate this decision and the level of public disclosure required during the application process, ISS does not believe that this resolution merits shareholder support at this time. 06/08/06 - A American Power Conversion Corp. 029066107 04/13/06 424,558 *APCC* 1 Fix Number of Directors For For Mgmt ISS believes that the proposed change is minor and that it is not motivated by a desire to entrench management. 2 Elect Directors For For Mgmt 3 Ratify Auditors For For Mgmt 4 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this amendment because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 05/11/06 - A American Tower Corp. *AMT* 029912201 03/23/06 187,454 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/19/06 - A Aon Corp. *AOC* 037389103 03/22/06 110,641 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. ISS supports performance based compensation that qualifies for tax deduction under Section 162 (m). 4 Amend Omnibus Stock Plan For Against Mgmt V. Vote RecommendationWe commend the company for expressly forbidding the repricing of stock options under the plan. However, the company's three year average burn rate of 4.45 percent is higher than its four-digit industry burn rate of 2.56 percent. Therefore, the company has failed ISS's three-year average burn rate policy. Additionally, the total cost of the company's plans of 10.40 percent is above the allowable cap for this company of 6.65 percent. 02/07/06 - A ARAMARK Corp *RMK* 038521100 12/12/05 204,369 1 Elect Directors For Split Mgmt 1.1 Elect Director Patricia C. Barron --- For We recommend a vote FOR the directors with the exception of independent outsider Ronald L. Sargent. We recommend that shareholders WITHHOLD votes from Ronald L. Sargent for sitting on more than three boards. 1.2 Elect Director Ronald R. Davenport --- For 1.3 Elect Director Ronald L. Sargent --- Withhold 2 Ratify Auditors For For Mgmt 05/24/06 - A Arbitron, Inc. *ARB* 03875Q108 04/03/06 128,309 1 Elect Directors For For Mgmt 09/23/05 - A Biomet, Inc. *BMET* 090613100 07/26/05 86,268 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plan of 2.97 percent is within the allowable cap for this company of 8.70 percent. 3 Ratify Auditors For For Mgmt 01/31/06 - A BJ Services Company *BJS* 055482103 12/06/05 205,422 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt The requested increase of 530,000,000 shares is below the allowable threshold of 627,000,000 shares by 97,000,000 shares. We recommend a vote FOR Item 2. 3 Adjourn Meeting For Against Mgmt Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 11/10/05 - S Brookfield Asset Management Inc. 10549P606 09/26/05 169,622 *BAM.A* Meeting For Class A Limited Voting Shares 1 Change Company Name to Brookfield Asset For For Mgmt Management Inc. 04/28/06 - A/S Brookfield Asset Management Inc. 112585104 03/17/06 166,059 *BAM.A* Agenda For Class A Limited Voting Shares 1 Approve Increase in Size of Board For For Mgmt 2 Elect Directors For For Mgmt 3 Ratify Deloitte & Touche LLP as Auditors For For Mgmt and Authorize Board to Fix Remuneration of Auditors 06/20/06 - A Carmax Inc *KMX* 143130102 04/14/06 369,452 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Nonqualified Employee Stock Purchase For For Mgmt Plan Employee stock purchase plans enable employees to become shareholders, which gives them a stake in the company's growth. Stock purchase plans are beneficial only when they are well balanced and in the best interests of all shareholders. From a shareholder's perspective, the limit on the company's matching contribution is reasonable and there are caps placed on the employee's contribution (expressed as a percent of compensation which may exclude bonus, commissions or special compensation). There is minimum dilution associated with the plan since shares of company stock are purchased on the open market with mainly employee contributions. 04/25/06 - A ChoicePoint Inc. *CPS* 170388102 03/07/06 74,286 1 Elect Directors For For Mgmt 1.1 Elect Director M. Anne Szostak --- For We recommend a vote FOR the directors. 1.2 Elect Director E. Renae Conley --- For 1.3 Elect Director Douglas C. Curling --- For 1.4 Elect Director Kenneth G. Langone --- For 1.5 Elect Director Charles I. Story --- For 2 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 3 Approve Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 8.15 percent is within the allowable cap for this company of 8.36 percent. Additionally, this plan expressly forbids repricing. We recommend a vote FOR item 3. 4 Ratify Auditors For For Mgmt 10/18/05 - A Cintas Corp. *CTAS* 172908105 08/22/05 305,528 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For Against Mgmt V. Vote RecommendationThe total cost of the company's plan of 8.06 percent is above the allowable cap for this company of 7.29 percent. 3 Ratify Auditors For For Mgmt 4 Separate Chairman and CEO Positions Against For ShrHoldr In this case, Cintas does not have a designated lead director performing the duties listed above. Absent an offsetting governance structure, we believe that a company of this size should be able to find a qualified independent director to serve as chairman of the board. 5 Require a Majority Vote for the Election of Against For ShrHoldr Directors ISS views the debate over the current director election system as useful and timely. A variety of reform measures should be considered. We believe it is important to have a discussion over the merits and flaws of the current director election system in the placecountry-regionU.S. The arguments against a majority vote requirement raise serious issues. Therefore, we support the majority vote principle but we believe that boards should have wide latitude in designing a workable standard. If this proposal were presented as a binding agenda item, we would carefully consider the ramifications of implementation. If a company were to receive majority shareholder support on this proposal, we would look to the company to create a workable model for its own election system. In supporting this precatory proposal, we advocate that the director election system give full effect to the shareholder franchise. Perhaps with support for this proposal, coupled with continued debate on election reforms, the director election system can evolve to the next level. 05/25/06 - A Citizens Communications Co. *CZN* 17453B101 03/28/06 425,218 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director Omnibus Stock For For Mgmt Plan V. Vote RecommendationThe total cost of the company's plans of 2.05 percent is within the allowable cap for this company of 6.87 percent. 3 Submit Severance Agreement (Change in Against For ShrHoldr Control) to shareholder Vote In this case, we believe that the cap suggested by the proponent of 2.99 times base salary and cash bonus is widely considered as the standard threshold level of severance payments for senior executives that should be subject to a shareholder vote. Additionally, since the proponent's proposal does not require that shareholder approval be obtained prior to the drafting of severance agreements, we do not believe that adoption of this proposal would unduly hinder the company's ability to negotiate such agreements with potential executives. ISS believes that shareholders should have a voice in lucrative severance payments and prevent the excessive "pay for failure" packages that have been witnessed at some companies. 4 Ratify Auditors For For Mgmt 05/16/06 - A Commerce Bancorp, Inc. *CBH* 200519106 04/03/06 80,652 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 01/25/06 - A Costco Wholesale Corporation *COST* 22160K105 12/02/05 69,669 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt V. Vote RecommendationAlthough the company expressly prohibits the repricing of options under the plan, the total cost of the company's plans is 6.56 percent, which is above the allowable cap for this company of 5.53 percent. 3 Declassify the Board of Directors Against For ShrHoldr 4 Adopt Vendor Standards Against Against ShrHoldr 5 Ratify Auditors For For Mgmt 05/18/06 - A Coventry Health Care Inc. *CVH* 222862104 03/20/06 85,080 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt Given the reasons mentioned above, we believe that the requested increase of 370,000,000 shares warrants shareholder support. 3 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt We believe that the removal of this obsolete provision is warranted. 4 Authorize Board to Fill Vacancies For For Mgmt The ability to elect directors is the single most important use of the shareholder franchise. ISS believes that directors that have been voted to the board to fill a vacancy should stand for election at the next annual shareholders meeting. Therefore, ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 5 Amend Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 9.09 percent is within the allowable cap for this company of 9.39 percent. Additionally, this plan expressly forbids repricing. 6 Ratify Auditors For For Mgmt 09/29/05 - A Del Monte Foods Co. *DLM* 24522P103 08/04/05 399,345 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 6.93 percent is within the allowable cap for this company of 7.30 percent. Due to the 2002 plan's flexible share counting provision whereby shares issue as full value awards are counted as 1.94 shares against the plan limit, ISS has measured the total cost of the company plans assuming (a) all 15,000,000 currently available shares are issued as stock options and SARs, (b) all 15,000,000 shares are issued as full value awards. Under both scenarios, the total cost of the company's plans was less than the allowable cap of 7.30 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 01/16/06 - A Delta & Pine Land Company *DLP* 247357106 11/18/05 95,238 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/10/06 - A Dentsply International, Inc. *XRAY* 249030107 03/24/06 121,761 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/06 - A Diebold, Inc. *DBD* 253651103 03/13/06 41,051 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation under Section 162(m). Because approval of this amendment would allow the company to comply with the requirements of Section 162(m), we recommend a vote FOR this item. 05/31/06 - A Discovery Holdings Company *DISCA* 25468Y107 04/21/06 19,154 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For Against Mgmt V. Vote RecommendationAlthough the total cost of the company's plans of 13.53 percent is within the allowable cap for this company of 20.62 percent, the plan allows repricing through cancellation of an award and grant a new award in substitution therefore without shareholder approval. We believe that repricing reduces the incentive value of the plan. 3 Ratify Auditors For For Mgmt 04/18/06 - A Dover Corp. *DOV* 260003108 02/28/06 92,670 1 Elect Directors For For Mgmt 2 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/04/06 - A E.W. Scripps Co. (The) *SSP* 811054204 03/10/06 65,744 1 Elect Directors For For Mgmt 11/10/05 - A Education Management Corp. 28139T101 09/23/05 17,862 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 8.45 percent is within the allowable cap for this company of 12.16 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 05/02/06 - A Encore Acquisition Company *EAC* 29255W100 03/15/06 151,818 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/12/06 - A Equitable Resources, Inc. *EQT* 294549100 02/13/06 136,661 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 05/23/06 - A Everest Re Group LTD *RE* G3223R108 03/27/06 62,613 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 1.1 Elect Director Martin Abrahams --- For We recommend a vote for the directors. 1.2 Elect Director John R. Dunne --- For 1.3 Elect Director John A. Weber --- For 2 Ratify Auditors For For Mgmt 3 TO APPROVE AN AMENDMENT TO THE EVEREST RE For For Mgmt GROUP, LTD. 2002 STOCK INCENTIVE PLAN. V. Vote RecommendationThe total cost of the company's plans of 5.58 percent is within the allowable cap for this company of 10.04 percent. 01/26/06 - S Fidelity National Information 156880106 12/02/05 97,059 Services Inc *FIS* 1 Approve Merger Agreement For For Mgmt The board states as reasons for the merger, among others, its assessment that the combined company would: (1) constitute one of the largest providers of processing services to U.S. financial institutions, (2) have market leading positions in core processing, card issuing services, mortgage processing, and lender services, (3) have a diversified product mix, reducing exposure to the impact of the declining use of checks, (4) potentially increase the organic growth rate of the businesses of both Certegy and FIS through marketing the combined company's broad range of products and services across the combined customer base, (5) have an expanded international presence and scale, and, (6) would have the opportunity to achieve cost savings of up to $50 million over a 12 to 18 month period following the closing of the merger. From a financial perspective, the board of directors considered, among other things, that while GAAP earnings per share of the combined company on a pro forma basis would have been lower than Certegy's earnings for both 2004 and the six month period ended June 30, 2005, pro forma cash earnings per share of the combined company (net income plus tax affected purchase intangible amortization divided by total shares outstanding) for such periods would have been accretive when compared to Certegy's cash earnings per share. The board of directors believes that the non-GAAP measure of cash earnings per share is meaningful to a consideration of the advisability of the merger because a comparison of Certegy's GAAP net income per share with net income per share of the combined company on a pro forma basis is affected by significant amounts of after tax amortization expense of FIS's purchased intangible assets resulting from FIS's growth through acquisitions and from the merger. The use of cash earnings per share helps provide a meaningful comparison. Based on our review of the terms of the transaction and the factors described above, specifically the positive market reaction and sensible strategic rationale, we believe that the merger agreement warrants shareholder support. 2 Increase Authorized Preferred and Common For For Mgmt Stock The requested increase of 300,000,000 shares is below the allowable threshold of 420,000,000 shares.Currently, the company has no shares of preferred stock issued and outstanding.ISS generally recommends a vote AGAINST requested increases in authorized preferred stock when no shares have been issued and when a compelling reason for the increase is not given. However, in this case, this bundled proposal is a condition to the proposed acquisition (Item 1), which we support. As such, ISS recommends a vote FOR this proposal. 3 Amend Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 9.05 percent is within the allowable cap for this company of 20.60 percent. Additionally, this plan forbids repricing. More than one quarter of the total shares granted in the past fiscal year were made to top five executives. 06/15/06 - A Forest City Enterprises, Inc. *FCE.A* 345550107 04/17/06 122,441 1 Elect Directors For Split Mgmt 1.1 Elect Director Michael P. Esposito, Jr. --- For We recommend a vote FOR the directors with the exception of insider Joan K. Shafran. We recommend that shareholders WITHHOLD votes from Joan K. Shafran for failure to establish a majority independent board. 1.2 Elect Director Joan K. Shafran --- Withhold 1.3 Elect Director Louis Stokes --- For 1.4 Elect Director Stan Ross --- For 2 Increase Authorized Common Stock For Against Mgmt The proposal for an increase in the number of authorized shares of Class A common stock falls within ISS' allowable threshold. However, as this item has to be seen in conjunction with Items 3 through 7, for which we are voting AGAINST, we suggest shareholders do not support this proposal. 3 Increase Authorized Common Stock For Against Mgmt Approving an increase in the number of authorized super-voting shares perpetuates the unequal voting rights structure. We suggest shareholders do not support this proposal. 4 Company Specific-Eliminate Class Voting For Against Mgmt Rights As the proposal is detrimental to Class A shareholders' rights, we believe it does not warrant shareholder support. 5 Eliminate Reference to Common Stock For Against Mgmt Preference Dividend As the proposal is detrimental to Class A stockholders' rights, we believe it does not warrant shareholder support. 6 Increase Authorized Preferred Stock For Against Mgmt In this case, management has not specifically stated that the shares may not be used for antitakeover purposes. When a company fails to provide a specific financing purpose for the shares, the possibility that they will be used for management entrenchment purposes outweighs any potential benefits that they would bring. 7 Authorize Board to Set Terms of Preferred For Against Mgmt In this case, management has not specifically stated that the shares may not be used for antitakeover purposes. When a company fails to provide a specific financing purpose for the shares, the possibility that they will be used for management entrenchment purposes outweighs any potential benefits that they would bring. 8 Modernization of the Existing Regulations For Against Mgmt in light of changes to the Ohio General Corporation Law The changes are common practice and some of them might allow increased efficiency in certain processes. However, as this item has to be seen in conjunction with Items 8 through 13, for which we are voting AGAINST, we suggest shareholders do not support this proposal. 9 Company Specific--Establishment of the size For Against Mgmt of the Board of Directors by shareholders Currently Class B shareholders have the same votes as Class A shareholders (one vote per share) in this issue, and the proposal would allow for ten votes per Class B share versus one vote per Class A share. As such, ISS believes shareholders should not support this proposal. 10 Amend Nomination Procedures for the Board For Against Mgmt ISS believes that a reasonable time frame for submittals would be no later than 60 days prior to the meeting. This proposal in conjunction with Item 9 would make it more difficult to challenge the current board. Because of these factors and the fact that this item has to be seen in conjunction with Items 8 through 13, for which we are voting AGAINST, we suggest shareholders do not support this proposal. 11 Amend Articles/Bylaws/Charter-Non-Routine For Against Mgmt The proposal does not affect shareholders rights. However, as this item has to be seen in conjunction with Items 8 through 13, for which we are voting AGAINST, we suggest shareholders do not support this proposal. 12 Amend Director and Officer For Against Mgmt Indemnification/Liability Provisions In the long run, this flexibility might be in shareholders' best interests. However, as this item has to be seen in conjunction with Items 8 through 13, for which we are voting AGAINST, we suggest shareholders do not support this proposal. 13 Company Specific-Issuance of Uncertificated For Against Mgmt Shares We believe the proposal warrants shareholder support as it has the potential to improve efficiency in share administration processes. However, as this item has to be seen in conjunction with Items 8 through 13, for which we are voting AGAINST, we suggest shareholders do not support this proposal. 14 Ratify Auditors For For Mgmt 05/11/06 - A Gentex Corp. *GNTX* 371901109 03/17/06 524,586 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 08/01/05 - A GTECH Holdings Corp. *GTK* 400518106 06/10/05 259,717 1 Elect Directors For Split Mgmt 1.1 Elect Director Paget L. Alves --- For We recommend a vote FOR the directors with the exception of independent outsider Anthony Ruys. We recommend that shareholders WITHHOLD votes from Anthony Ruys for poor attendance. 1.2 Elect Director The Rt. Hon. Sir Jeremy Hanley --- For 1.3 Elect Director Anthony Ruys --- Withhold 2 Ratify Auditors For For Mgmt 04/25/06 - A Harrah's Entertainment, Inc. *HET* 413619107 02/27/06 104,268 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 8.35 percent is within the allowable cap for this company of 8.65 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 05/11/06 - A Heartland Express, Inc. *HTLD* 422347104 03/14/06 118,063 1 Elect Directors For For Mgmt 05/26/06 - A International Coal Group, Inc. *ICO* 45928H106 04/10/06 195,782 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 03/07/06 - A International Game Technology *IGT* 459902102 01/09/06 249,033 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 4.85 percent is within the allowable cap for this company of 8.85 percent. Additionally, this plan expressly forbids repricing. 3 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 4 Ratify Auditors For For Mgmt 12/16/05 - A Intuit Inc. *INTU* 461202103 10/24/05 97,960 1 Elect Directors For Split Mgmt 1.1 Elect Director Stephen M. Bennett --- For We recommend a vote FOR the directors with the exception of Stratton D. Sclavos, from whom we recommend shareholders WITHHOLD votes for sitting on more than three boards while serving as CEO of VeriSign, Inc. 1.2 Elect Director Christopher W. Brody --- For 1.3 Elect Director William V. Campbell --- For 1.4 Elect Director Scott D. Cook --- For 1.5 Elect Director L. John Doerr --- For 1.6 Elect Director Donna L. Dubinsky --- For 1.7 Elect Director Michael R. Hallman --- For 1.8 Elect Director Dennis D. Powell --- For 1.9 Elect Director Stratton D. Sclavos --- Withhold 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 10.19 percent is within the allowable cap for this company of 12.48 percent. Additionally, this plan expressly forbids repricing. 06/22/06 - A Liberty Global Inc. *LBTYA* 530555101 04/26/06 56,973 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/22/06 - A Liberty Global Inc. *LBTYA* 530555309 04/26/06 136,667 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/09/06 - A Liberty Media Holding Corp 530718105 04/06/06 079,193 1 Approve Formation of Holding Company For For Mgmt Based on the potential benefits of having a less complex business structure, we believe that the proposal to form a holding company warrants shareholder support. 2 Company Specific-Create Tracking Stock For For Mgmt In our analysis we considered that: 1) the tracking stock proposal might benefit the company by allowing investors to better track the performance of the two division to be created; 2) shares are allocated completely to existing shareholders; 3) the implicit increase in authorized capital is within ISS allowable cap; and 4) the new class of shares to be created (class C) has no voting power. Based on these factors, we believe the proposal warrants shareholders support. 3 Approve Restructuring Plan For For Mgmt As we support the merger agreement and creation of the tracking stock, we believe the current item warrants shareholder support 4 Approve Restructuring Plan For For Mgmt As we support the merger agreement and creation of the tracking stock, we believe the current item warrants shareholder support. 5 Approve Restructuring Plan For For Mgmt As we support the merger agreement and creation of the tracking stock, we believe the current item warrants shareholder support. 6 Elect Directors For For Mgmt 7 Ratify Auditors For For Mgmt 05/08/06 - A Loews Corp. 540424108 03/10/06 68,182 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against Against ShrHoldr ConclusionIn this case, the company meets all of the aforementioned corporate governance and performance criteria. Loews has an annually-elected board, an independent nominating committee, confidential voting, provides shareholder with the right to call special meetings and act by written consent. The board does not have the sole discretion to change the board size, nor did any of its members receive withhold votes exceeding the minimum voting threshold described above. Further, the company delivered one-year and three-year total returns above its GICS peer group and the S&P Index 500 (See Performance Summary table above). We note that the company has a tracking stock for Carolina Group. While the company's common stock and Carolina Group tracking stock are classified as a dual-class capital structure for CGQ purposes, the tracking stock does not apply to our policy for cumulative voting proposals. Accordingly, this item does not warrant shareholder support. 4 Prohibit Smoking in Public Facilities Against Against ShrHoldr ConclusionGenerally speaking, ISS believes that public agencies are the appropriate forum for discussion on tax policies or regulations regarding public smoking. Furthermore, ISS is concerned that taking active positions to support certain issues related to smoking may have a negative impact on the company's business, and questions the short-term and long-term impact on shareholder value that may result from compliance with this proposal. As such, we do not recommend shareholder support for the resolution. 04/18/06 - A M & T Bank Corp. *MTB* 55261F104 02/28/06 45,072 1 Elect Directors For Split Mgmt 1.1 Elect Director Brent D. Baird --- For We recommend a vote FOR the directors with the exception of Robert T. Brady, from whom we recommend shareholders WITHHOLD votes for sitting on more than three boards while serving as a CEO. 1.2 Elect Director Robert J. Bennett --- For 1.3 Elect Director C. Angela Bontempo --- For 1.4 Elect Director Robert T. Brady --- Withhold 1.5 Elect Director Emerson L. Brumback --- For 1.6 Elect Director Michael D. Buckley --- For 1.7 Elect Director T.J. Cunningham III --- For 1.8 Elect Director Colm E. Doherty --- For 1.9 Elect Director Richard E. Garman --- For 1.10 Elect Director Daniel R. Hawbaker --- For 1.11 Elect Director Patrick W.E. Hodgson --- For 1.12 Elect Director Richard G. King --- For 1.13 Elect Director Reginald B. Newman, Ii --- For 1.14 Elect Director Jorge G. Pereira --- For 1.15 Elect Director Michael P. Pinto --- For 1.16 Elect Director Robert E. Sadler, Jr. --- For 1.17 Elect Director Eugene J. Sheehy --- For 1.18 Elect Director Stephen G. Sheetz --- For 1.19 Elect Director Herbert L. Washington --- For 1.20 Elect Director Robert G. Wilmers --- For 2 Ratify Auditors For For Mgmt 05/22/06 - A Markel Corp. *MKL* 570535104 03/30/06 16,520 1 Elect Directors For Split Mgmt 1.1 Elect Director J. Alfred Broaddus, Jr. --- For We recommend a vote FOR the directors with the exception of insiders Anthony F. Markel, Steven A. Markel and Alan I. Kirshner, affiliated outsider Leslie A. Grandis, and independent outsider Stewart M. Kasen. We recommend that shareholders WITHHOLD votes from Steven A. Markel, Anthony F. Markel, and Allan I. Kirshner for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Leslie A. Grandis for standing as an affiliated outsider on the Compensation and Nominating committees and for failure to establish a majority independent board, and from Stewart M. Kasen for sitting on more than three boards. 1.2 Elect Director Douglas C. Eby --- For 1.3 Elect Director Leslie A. Grandis --- Withhold 1.4 Elect Director Stewart M. Kasen --- Withhold 1.5 Elect Director Alan I. Kirshner --- Withhold 1.6 Elect Director Anthony F. Markel --- Withhold 1.7 Elect Director Steven A. Markel --- Withhold 1.8 Elect Director Jay M. Weinberg --- For 2 Ratify Auditors For For Mgmt 05/18/06 - A Marsh & McLennan Companies, Inc. 571748102 03/20/06 98,202 *MMC* 1 Elect Directors For For Mgmt 1.1 Elect Director Leslie M. Baker, Jr. --- For We recommend a vote FOR all directors. 1.2 Elect Director Gwendolyn S. King --- For 1.3 Elect Director Marc D. Oken --- For 1.4 Elect Director David A. Olsen --- For 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Against For ShrHoldr Directors ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 4 Report on Political Contributions Against For ShrHoldr In the case of Marsh & McLennan, ISS notes that the company briefly discusses the right of employees to be involved in the political process as private citizens in its code of conduct. While Marsh & McLennan's Code of Business Conduct and Ethics does state the company's policy requiring approval of company contributions by the relevant executive officer, this disclosure does not discuss the company's overarching business rationale for such contributions or the administration of Marsh & McLennan's PACs. We do note that Marsh & McLennan's contributions may not appear significant relative to the size of the firm's assets; however, we believe that public perception, controversy, and/or litigation stemming from a company's political involvement can lead to costs that exceed the amount initially contributed. Therefore, while ISS believes that some aspects of this resolution may be overly restrictive or burdensome, we also agree with the proponents that shareholders should have access to information that allows them to evaluate the general rationale and criteria behind the company's political contributions, as well as the level of oversight and accountability in place to ensure compliance with company policy and applicable legislation. As such, we recommend that shareholders vote FOR this resolution. 05/25/06 - A MedImmune, Inc. *MEDI* 584699102 03/31/06 105,691 1 Elect Directors For Split Mgmt 1.1 Elect Director Wayne T. Hockmeyer --- For We recommend a vote FOR the directors with the exception of affiliated outsider M. James Barrett. We recommend that shareholders WITHHOLD votes from M. James Barrett for standing as an affiliated outsider on the Audit and Compensation committees. 1.2 Elect Director David M. Mott --- For 1.3 Elect Director David Baltimore --- For 1.4 Elect Director M. James Barrett --- Withhold 1.5 Elect Director James H. Cavanaugh --- For 1.6 Elect Director Barbara Hackman Franklin --- For 1.7 Elect Director Gordon S. Macklin --- For 1.8 Elect Director George M. Milne, Jr. --- For 1.9 Elect Director Elizabeth H.S. Wyatt --- For 2 Amend Non-Employee Director Stock Option For For Mgmt Plan V. Vote RecommendationThe total cost of the company's plans of 9.35 percent is within the allowable cap for this company of 11.95 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 05/10/06 - A Mercury General Corp. *MCY* 589400100 03/15/06 105,032 1 Elect Directors For For Mgmt 05/17/06 - A Mohawk Industries, Inc. *MHK* 608190104 03/20/06 22,530 1 Elect Directors For For Mgmt 05/23/06 - A MONTPELIER RE HOLDINGS LTD *MRH* G62185106 03/31/06 126,902 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 1.1 Elect Director Anthony Taylor --- For We recommend a vote for the directors. 1.2 Elect Director Allan W. Fulkerson --- For 1.3 Elect Director K. Thomas Kemp --- For 1.4 Elect Director Morgan W. Davis --- For 1.5 Elect Director Clement S. Dwyer, Jr --- For 1.6 Elect Director Candace L. Straight --- For 2 TO ELECT THE DESIGNATED COMPANY DIRECTORS For For Mgmt IN RESPECT OF MONTPELIER REINSURANCE LTD., A WHOLLY-OWNED REINSURANCE COMPANY ORGANIZED UNDER THE LAWS OF placeBERMUDA. 3 Ratify Auditors For For Mgmt 06/16/06 - S MONTPELIER RE HOLDINGS LTD *MRH* G62185106 05/22/06 2,194 Meeting for Holders of ADRs 1 TO APPROVE THE REDUCTION OF THE COMPANY S For For Mgmt SHARE PREMIUM ACCOUNT FROM $1,716.2 MILLION TO ZERO AND THE CREDIT OF THE AMOUNT SO REDUCED TO THE COMPANY S CONTRIBUTED SURPLUS TO BE EFFECTIVE AS OF THE DATE OF THE APPROVAL. 04/26/06 - A NCR Corporation *NCR* 62886E108 02/13/06 228,623 1 Elect Directors For For Mgmt 1.1 Elect Director William R. Nuti --- For We recommend a vote FOR the directors. 1.2 Elect Director James M. Ringler --- For 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of two or more independent outsiders who must certify attainment of these objective, measurable performance goals before awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Approve Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 9.93 percent is within the allowable cap for this company of 12.43 percent. Additionally, this plan expressly forbids repricing. 5 Approve Qualified Employee Stock Purchase For For Mgmt Plan ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 04/25/06 - A Newmont Mining Corp. (Holding 651639106 03/01/06 125,986 Company) *NEM* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Provide for an Independent Chairman Against Against ShrHoldr ISS believes that the company's governance structure provides a satisfactory balance to a unified chairman and CEO position. 05/11/06 - A Nuveen Investments, Inc *JNC* 67090F106 03/17/06 46,782 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/09/06 - A O'Reilly Automotive, Inc. 686091109 02/28/06 92,271 *ORLY* 1 Elect Directors For Split Mgmt 1.1 Elect Director Charles H. O'Reilly, Jr --- Withhold We recommend a vote FOR the directors with exception of affiliated outsider Charles H. O'Reilly, Jr..We recommend that shareholders WITHHOLD votes from Charles H. O'Reilly, Jr. for failure to establish a majority independent board. 1.2 Elect Director John Murphy --- For 1.3 Elect Director Ronald Rashkow --- For 2 Ratify Auditors For For Mgmt 05/11/06 - A Onex Corp. *OCX* 68272K103 03/23/06 124,968 For Subordinate Voting Shareholders 1 Ratify PricewaterhouseCoopers LLP as For For Mgmt Auditors 2 Authorize Board to Fix Remuneration of For For Mgmt Auditors 3 Elect Directors Peter C. Godsoe, Serge For For Mgmt Gouin, Brian M. King and Arni C. Thorsteinson 10/12/05 - A Paychex, Inc. *PAYX* 704326107 08/15/05 208,799 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 4.24 percent is within the allowable cap for this company of 12.36 percent. Additionally, this plan expressly forbids repricing. 3 Require a Majority Vote for the Election of Against Against ShrHoldr Directors ConclusionDirector accountability is the hallmark of good governance. The board election process must ensure that shareholders' expressions of dissatisfaction with the performance of directors have meaningful consequences. Therefore ISS supports the majority vote standard in uncontested elections and we believe that this standard promotes accountability. However, for the reasons noted above, we maintain that the plurality standard is best suited to contested elections. This binding proposal does not include a carve out for contested elections, and therefore could serve as an entrenchment device in certain contested situations. As such, ISS does not recommend shareholders support this proposal at this time. 05/03/06 - A Pioneer Natural Resources Co. *PXD* 723787107 03/23/06 126,531 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 4.52 percent is within the allowable cap for this company of 6.19 percent. Additionally, this plan expressly forbids repricing. 05/08/06 - A Pitney Bowes Inc. *PBI* 724479100 03/10/06 65,020 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Approve Qualified Employee Stock Purchase For For Mgmt Plan This is the placecountry-regionU.K. version of an employee stock purchase plan and ISS believes that such plans encourage share ownership among employees by enabling them to acquire shares. ISS supports this plan because the dilution is minimum and the company matching contribution is reasonable. 08/11/05 - A Polo Ralph Lauren Corp. *RL* 731572103 06/27/05 74,865 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/16/06 - A Questar Corp. *STR* 748356102 03/20/06 71,230 1 Elect Directors For For Mgmt 05/18/06 - A Rayonier Inc. *RYN* 754907103 03/20/06 59,048 1 Elect Directors For For Mgmt 06/15/06 - A Reynolds & Reynolds Co. (The) *REY* 761695105 05/22/06 134,431 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/14/06 - A Rosetta Resources Inc *ROSE* 777779307 04/27/06 114,556 1 Elect Directors For Split Mgmt 1.1 Elect Director B.A. Berilgen --- For We recommend a vote FOR the directors with the exception of independent outsider G. Louis Graziadio, III. We recommend that shareholders WITHHOLD votes from G. Louis Graziadio, III for sitting on more than three boards. 1.2 Elect Director Richard W. Beckler --- For 1.3 Elect Director Donald D. Patteson, Jr. --- For 1.4 Elect Director Henry Houston --- For 1.5 Elect Director G. Louis Graziadio, III --- Withhold 04/27/06 - A SCANA Corporation *SCG* 80589M102 03/10/06 63,303 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/24/06 - A SEI Investment Company *SEIC* 784117103 04/05/06 49,411 1 Elect Directors For Split Mgmt 1.1 Elect Director Carmen V. Romeo --- Withhold We recommend that shareholders vote FOR Thomas W. Smith but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from affiliated outsiders Richard B. Lieb and Carmen V. Romeo for failure to establish an independent nominating committee. 1.2 Elect Director Richard B. Lieb --- Withhold 1.3 Elect Director Thomas W. Smith --- For 2 Ratify Auditors For For Mgmt 07/27/05 - S Shire Plc (formerly Shire 82481R106 06/27/05 104,927 Pharmaceuticals Group Plc) Meeting for Holders of ADRs 1 TO APPROVE THE ACQUISITION (AS DEFINED IN For For Mgmt THE CIRCULAR DATED JUNE 27, 2005.) 10/28/05 - S Shire Plc (formerly Shire 82481R106 09/21/05 106,871 Pharmaceuticals Group Plc) Meeting for Holders of ADRs 1 TO APPROVE THE SCHEME OF ARRANGEMENT. For For Mgmt 2 TO APPROVE THE SCHEME OF ARRANGEMENT AND For For Mgmt OTHER RELATED MATTERS. 3 TO APPROVE THE ADOPTION AND ESTABLISHMENT For For Mgmt OF PART A OF THE SHIRE PHARMACEUTICALS GROUP PLC PORTFOLIO SHARE PLAN. 4 TO APPROVE THE ADOPTION AND ESTABLISHMENT For For Mgmt OF PART B OF THE SHIRE PHARMACEUTICALS GROUP PLC PORTFOLIO SHARE PLAN. 5 TO APPROVE THE ADOPTION BY SHIRE PLC OF THE For For Mgmt SHIRE PLC SHARESAVE SCHEME AND TO APPROVE THE AUTHORIZATION GIVEN TO THE DIRECTORS OF SHIRE PLC IN RELATION THERETO. 6 TO APPROVE THE ADOPTION BY SHIRE PLC OF For For Mgmt PART A OF THE SHIRE PLC PORTFOLIO SHARE PLAN. 7 TO APPROVE THE ADOPTION BY SHIRE PLC OF For For Mgmt PART B OF THE SHIRE PLC PORTFOLIO SHARE PLAN. 8 TO APPROVE THE ASSUMPTION BY SHIRE PLC, For For Mgmt WITH EFFECT FROM THE SCHEME BECOMING EFFECTIVE, OF THE SHIRE PLC EMPLOYEE STOCK PURCHASE PLAN. 06/21/06 - A Shire Plc (formerly Shire 82481R106 05/09/06 1,527 Pharmaceuticals Group Plc) Meeting for Holders of ADRs 1 TO RECEIVE AND CONSIDER THE DIRECTORS For For Mgmt REPORT AND ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2005. 2 Elect Directors For For Mgmt 3 Ratify Auditors For For Mgmt 4 TO AUTHORISE THE AUDIT COMMITTEE TO For For Mgmt DETERMINE THE REMUNERATION OF THE AUDITORS. 5 TO APPROVE THE DIRECTORS REMUNERATION For For Mgmt REPORT FOR THE YEAR ENDED 31 DECEMBER 2005. 6 TO AUTHORISE THE ALLOTMENT OF SHARES. For For Mgmt 7 TO AUTHORISE THE DISAPPLICATION OF For For Mgmt PRE-EMPTION RIGHTS. 8 TO AUTHORISE MARKET PURCHASES. For For Mgmt 9 TO AUTHORISE DONATIONS TO EU POLITICAL For For Mgmt ORGANISATIONS AND THE INCURRING OF EU POLITICAL EXPENDITURE. 07/28/05 - A SunGard Data Systems Inc. 867363103 06/17/05 134,842 1 Approve Merger Agreement For For Mgmt Based on our review of the terms of the transaction and the factors described above, in particular the reasonable premium, we believe that the merger agreement warrants shareholder support. 2 Adjourn Meeting For For Mgmt Where ISS is supportive of the underlying merger proposal, we are supportive of a narrowly-tailored adjournment proposal that seeks adjournment solely to solicit additional proxies to approve the underlying transaction. 3 Elect Directors For For Mgmt 4 Ratify Auditors For For Mgmt 04/26/06 - A TCF Financial Corp. *TCB* 872275102 02/27/06 389,789 1 Elect Directors For For Mgmt 2 Amend Nonqualified Employee Stock Purchase For For Mgmt Plan IV. Vote RecommendationOverall, the total cost of the company's plans of 5.21 percent is within the allowable cap for this company of 9.41 percent. From the shareholders' perspective, the proposed amendments under the non-qualified supplemental retirement plan are reasonable. 3 Ratify Auditors For For Mgmt 08/16/05 - S The Neiman Marcus Group, Inc. 640204202 07/11/05 42,839 1 Approve Merger Agreement For For Mgmt Based on our review of the terms of the transaction and the factors described above, in particular the thorough auction process and reasonable premium, we believe that the merger agreement warrants shareholder support.As noted in the company's proxy, Warburg Pincus & ; placeCo. (and related Warburg entities) is one of the sponsors of the newly-formed entity which is proposing to acquire the company in the merger which is being voted on at the company's special meeting. Please see the note at the end of this analysis regarding Warburg Pincus' ownership interest in ISS. Warburg Pincus played no role in the preparation of this analysis or ISS' vote recommendation on this matter. 2 Adjourn Meeting For For Mgmt Where ISS is supportive of the underlying merger proposal, we are supportive of a narrowly-tailored adjournment proposal that seeks adjournment solely to solicit additional proxies to approve the underlying transaction. 05/05/06 - A The Servicemaster Company *SVM* 81760N109 03/08/06 208,004 1 Elect Directors For For Mgmt 2 Approve/Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For Mgmt 4 Declassify the Board of Directors None For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 5 Report on Toxic Substances Against Against ShrHoldr Therefore, ISS encourages ServiceMaster to continue to evaluate its policies related to the potential health and environmental impact of its pesticide products; however, based on its current level of disclosure and the absence of information suggesting that the company is not in compliance with current legislation related to this topic, we do not believe that shareholder support for this resolution is warranted at this time. 05/16/06 - A The St. Joe Company *JOE* 790148100 03/31/06 13,596 1 Elect Directors For For Mgmt 2 Approve/Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For Mgmt 06/06/06 - A The TJX Companies, Inc. *TJX* 872540109 04/17/06 307,662 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Against For ShrHoldr Directors ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. Further, with regard to management's concern that the shareholder proposal does not provide guidance with respect to certain director vacancies, ISS notes that the precatory proposal allows the board the flexibility to determine whether the majority vote standard may not be appropriate in certain circumstances. We do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 05/11/06 - A The Washington Post Co. *WPO* 939640108 03/13/06 10,645 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plan of 4.93 percent is within the allowable cap for this company of 9.88 percent. 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/18/06 - A Tiffany & Co. *TIF* 886547108 03/24/06 108,060 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt The additional limits proposed under the plan are appropriate for the company and beneficial to shareholders. Moreover, preservation of the full deductibility under Section 162(m) of performance-based compensation paid to the company's executive officers reduces the company's corporate tax obligation. 05/23/06 - A Valeant Pharmaceuticals Intl. *VRX* 91911X104 04/11/06 326,040 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 8.16 percent is within the allowable cap for this company of 12.40 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 02/16/06 - A Varian Medical Systems Inc *VAR* 92220P105 12/19/05 122,016 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt The addition of deferred stock units as award types to be given to non-employee directors and the initial grant of 4,000 deferred stock units and annual grants of 2,000 deferred stock units to each continuing non-employee director do not increase the cost of the plan to shareholders because full-value awards (specifically restricted stock, restricted stock units, performance units, performance shares and dividend equivalent rights) are currently authorized for issuance under the plan. In addition, reducing the initial grant of stock options to each non-employee director to 16,000 shares from 30,000 shares and to reducing the annual grants of stock options to each continuing non-employee director to 8,000 shares from 15,000 shares does not increase the cost of the plan to shareholders, and can be beneficial to shareholders. As such, shareholder support of this amendment is warranted at this time. 3 Ratify Auditors For For Mgmt 05/12/06 - A Vulcan Materials Co. *VMC* 929160109 03/21/06 65,046 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 6.51 percent is within the allowable cap for this company of 7.27 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 05/09/06 - A Weatherford International Ltd *WFT* G95089101 03/10/06 100,224 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 APPROVAL OF THE WEATHERFORD INTERNATIONAL For Against Mgmt LTD. 2006 OMNIBUS INCENTIVE PLAN. V. Vote RecommendationWe commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 5.71 percent is above the allowable cap for this company of 5.00 percent. 4 APPROVAL OF AN INCREASE IN THE COMPANY S For For Mgmt AUTHORIZED SHARE CAPITAL FROM $510,000,000, CONSISTING OF 500,000,000 COMMON SHARES AND 10,000,000 PREFERENCE SHARES, TO $1,010,000,000, BY THE CREATION OF 500,000,000 ADDITIONAL COMMON SHARES. This is a reasonable financing request that warrants shareholder support. 05/02/06 - A Weight Watchers International, Inc. 948626106 03/17/06 57,650 *WTW* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/16/06 - A XTO Energy Inc *XTO* 98385X106 03/31/06 76,474 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt The requested increase of 500,000,000 shares is below the allowable threshold of 775,000,000 shares. 3 Amend Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 4.84 percent is within the allowable cap for this company of 5.70 percent. Additionally, this plan expressly forbids repricing. 4 Ratify Auditors For For Mgmt 05/18/06 - A Yum Brands, Inc. *YUM* 988498101 03/20/06 153,247 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Prepare a Diversity Report Against Against ShrHoldr ISS would encourage the company to continue to evaluate its policies and initiatives related to diversity. However, because of the ongoing status of the litigation at the company, existing disclosure on the company's policies and initiatives, the recognition that the company has received related to its diversity policies and initiatives, and the potential cost or burden that may be associated with providing all of the requested information, ISS does not recommend shareholder support for this resolution. 4 Implement MacBride Principles Against Against ShrHoldr Based on the fact that the existing reporting requirements are substantially similar to the MacBride Principles, the potential difficulties associated with full implementation of the Principles, and the barriers towards adoption through the franchise agreement, we recommend that shareholders oppose this request. 5 Label Genetically Modified Organisms (GMO) Against Against ShrHoldr In this case, the proponent is seeking the labeling of products, not an outright phase-out. ISS reviews proposals to label GE products on a case-by-case basis. While we generally support proposals that seek to provide shareholders with greater disclosure regarding the risks associated with their investment, we believe that the practice of labeling every product that may contain genetically modified ingredients would be a formidable task. Given the widespread existence of these products, we question whether such an initiative can be successfully and economically implemented. Conversely, a broad approach of labeling all products as "potentially containing GE ingredients" would be of limited use to consumers and shareholders. Therefore, based on concerns with the associated costs and feasibility of effectively implementing this resolution, ISS does not believe that shareholder support is warranted. 6 Report on Animal Welfare Standards Against Against ShrHoldr We believe that it is important for the company to mitigate its exposure to the risk of damaging public perception related to its animal welfare standards. However, we also believe that management should be afforded the flexibility to make decisions on the recommendations of its advisory panel based on its assessment of what is most beneficial for the company as a whole, including financial, operational, and public image considerations. Therefore, based on the company's level of disclosure on the topic of animal welfare, we do not believe that the requested report is necessary at this time. 05/09/06 - A Zebra Technologies Corp. *ZBRA* 989207105 03/14/06 217,448 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 8.34 percent is within the allowable cap for this company of 12.54 percent. 3 Ratify Auditors For For Mgmt
Fund: Principal Variable Contracts Fund, Inc. - MidCap Growth Account Sub-Advisor: Mellon Equity Associates, LLP
------------------------------------------------------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Vote Summary Report July 01, 2005 - Dec 31, 2005 PRIN01-Principal Variable Contracts - MidCap Growth Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted ------------------- --------------------------------------- ------------- ------------ ---------- ----------- ---------- ---------- ----------------------------------------------------------------------------------------------------------------------------------- 10/27/05 - A Affiliated Computer Services, Inc. 008190100 09/09/05 8,300 *ACS* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt Senior management will receive cash. 3 Ratify Auditors For For Mgmt 4 Approve Recapitalization For For ShrHoldr 11/02/05 - A AmeriCredit Corp. *ACF* 03060R101 09/09/05 10,300 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt Plan's cost of 5.47% is within allowable cap of 12.66%. 3 Ratify Auditors For For Mgmt 10/20/05 - A Applera Corp 038020103 09/01/05 12,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 11/10/05 - S Autodesk, Inc. *ADSK* 052769106 09/15/05 18,000 1 Approve Stock Option Plan For For Mgmt Plan's cost of 11.18% is within allowable cap of 12.57%. 2 Amend Non-Employee Director Omnibus Stock For For Mgmt Plan Plan's cost of 9.69% is within allowable cap of 12.57%. 12/14/05 - A AutoZone, Inc. *AZO* 053332102 10/17/05 5,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 11/03/05 - A Barr Pharmaceuticals Inc *BRL* 068306109 09/09/05 5,900 1 Elect Directors For For Mgmt 2 Amend Qualified Employee Stock Purchase Plan For For Mgmt All employees can purchase shares at 85% of F.M.V. 3 Ratify Auditors For For Mgmt 4 Eliminate Animal Testing Against Against ShrHoldr 09/23/05 - A Biomet, Inc. *BMET* 090613100 07/26/05 13,400 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt Plan's cost of 2.83% is within allowable cap of 8.70%. 3 Ratify Auditors For For Mgmt 11/22/05 - A CBRL Group, Inc. *CBRL* 12489V106 09/23/05 7,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 11/02/05 - A Coach, Inc. *COH* 189754104 09/14/05 26,200 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt Senior level management will receive cash. 12/06/05 - A Copart, Inc. *CPRT* 217204106 10/17/05 9,900 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt CEO and President will receive cash. 3 Ratify Auditors For For Mgmt 08/18/05 - A Corporate Executive Board Co. (The) 21988R102 06/21/05 5,600 *EXBD* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt Plan's cost of 8.30% is within allowable cap of 11.02%. 3 Ratify Auditors For For Mgmt 09/13/05 - A DiamondCluster International, Inc. 25278P106 07/19/05 23,600 *DTPI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 11/10/05 - A Education Management Corp. *EDMC* 28139T101 09/23/05 8,200 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt Plan's cost of 8.30% is within allowable cap of 12.16%. 3 Ratify Auditors For For Mgmt 12/01/05 - A Emulex Corp. *ELX* 292475209 10/10/05 14,000 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 9.29% is within allowable cap of 15.40%. 3 Amend Non-Employee Director Omnibus Stock For For Mgmt Plan Plan's cost of 6.06% is within allowable cap of 15.40%. 4 Ratify Auditors For For Mgmt 12/20/05 - A Factset Research Systems, Inc. *FDS* 303075105 10/24/05 8,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 10/27/05 - A First Marblehead Corp *FMD* 320771108 09/15/05 4,000 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt Violates repricing guidelines. 07/27/05 - A Haemonetics Corp. *HAE* 405024100 05/31/05 6,100 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 10.77% is within allowable cap of 12.44%. 3 Ratify Auditors For For Mgmt 11/02/05 - A Harman International Industries, Inc. 413086109 09/08/05 4,700 *HAR* 1 Elect Directors For For Mgmt 10/28/05 - A Harris Corp. *HRS* 413875105 08/31/05 10,900 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 9.95% is within allowable cap of 12.50%. 3 Approve/Amend Executive Incentive Bonus Plan For For Mgmt Salaried employees will receive cash. 4 Ratify Auditors For For Mgmt 12/16/05 - A Intuit Inc. *INTU* 461202103 10/24/05 11,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt Plan's cost of 9.73% is within allowable cap of 12.48%. 09/15/05 - A John Wiley & Sons, Inc. *JW.A* 968223206 07/19/05 7,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 11/03/05 - A Lam Research Corp. *LRCX* 512807108 09/09/05 15,800 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt Executive officers will receive cash and/or stock. 3 Ratify Auditors For For Mgmt 07/19/05 - A LifeCell Corp. *LIFC* 531927101 06/10/05 13,300 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 14.63% is within allowable cap of 16.43%. 3 Amend Omnibus Stock Plan For For Mgmt Plan's cost of 14.63% is within allowable cap of 16.43%. 4 Ratify Auditors For For Mgmt 11/02/05 - A Linear Technology Corp. *LLTC* 535678106 09/06/05 20,500 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 8.73% is within allowable cap of 12.53%. 3 Approve Qualified Employee Stock Purchase For For Mgmt Plan All employees can purchase shares at 85% of F.M.V. 4 Approve Executive Incentive Bonus Plan For For Mgmt Executive officers will receive cash. 5 Ratify Auditors For For Mgmt 11/10/05 - A Maxim Integrated Products, Inc. 57772K101 09/28/05 7,253 *MXIM* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt Plan's cost of 14.32% exceeds allowable cap of 12.51%. 3 Amend Qualified Employee Stock Purchase Plan For For Mgmt All employees can purchase shares at 85% of F.M.V. 4 Ratify Auditors For For Mgmt 11/08/05 - A Meredith Corp. *MDP* 589433101 09/09/05 5,200 1 Elect Directors For For Mgmt 1.1 Elect Director Robert E. Lee --- For 1.2 Elect Director David J. Londoner --- For 1.3 Elect Director Philip A. Marineau --- For 1.4 Elect Director Charles D. Peebler, Jr. --- For Charles D. Peebler, Jr. attended fewer than 75% of meetings. no previous attendance issue 2 Employ Financial Advisor to Explore Against For ShrHoldr Alternatives to Maximize Value support of equal voting rights 09/13/05 - A Metal Management, Inc. *MTLMQ* 591097209 07/18/05 11,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Qualified Employee Stock Purchase For For Mgmt Plan All employees can purchase shares at 85% of F.M.V. 08/15/05 - A Microchip Technology, Inc. *MCHP* 595017104 06/16/05 16,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 09/30/05 - A National Semiconductor Corp. *NSM* 637640103 08/11/05 25,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Stock Option Plan For Against Mgmt Plan's cost of 19.71% exceeds allowable cap of 12.54%. 11/17/05 - S PacifiCare Health Systems, Inc. 695112102 10/11/05 3,600 1 Approve Merger Agreement For For Mgmt 2 Adjourn Meeting For Against Mgmt 08/19/05 - A Pixar, Inc. *PIXR* 725811103 06/20/05 5,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 08/23/05 - A QLogic Corp. *QLGC* 747277101 07/01/05 12,400 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 10.97% is within allowable cap of 12.51%. 3 Ratify Auditors For For Mgmt 11/03/05 - A Scientific-Atlanta, Inc. *SFA* 808655104 09/15/05 9,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt Senior-level management will receive cash. 4 Approve Non-Employee Director Omnibus Stock For For Mgmt Plan Plan's cost of 9.12% is within allowable cap of 12.50%. 11/17/05 - A Western Digital Corp. *WDC* 958102105 09/30/05 35,300 1 Elect Directors For For Mgmt 2 Approve Qualified Employee Stock Purchase For For Mgmt Plan All employees can purchase shares at 85% of F.M.V. 3 Amend Omnibus Stock Plan For For Mgmt Plan's cost of 13.19% is within allowable cap of 20.55%. 4 Ratify Auditors For For Mgmt
First Quarter 2006 - January 1, to March 31, 2006 Vote Summary Report Jan 01, 2006 - Mar 31, 2006 PRIN01-Principal MidCap Growth Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted ------------------- --------------------------------------- ------------- ------------ ---------- ----------- ---------- ---------- ----------------------------------------------------------------------------------------------------------------------------------- 03/01/06 - A Agilent Technologies Inc. *A* 00846U101 01/03/06 17,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt Key employees will receive cash or stock. 02/01/06 - A Florida Rock Industries, Inc. *FRK* 341140101 12/13/05 6,000 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt Key employees will receive cash. 3 Increase Authorized Common Stock For For Mgmt Passes Mellon calculations. 01/31/06 - A Gold Kist Inc. *GKIS* 380614107 12/06/05 16,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 03/07/06 - A International Game Technology *IGT* 459902102 01/09/06 22,000 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt Plan's cost of 4.84% is within allowable cap of 8.85%. 3 Amend Qualified Employee Stock Purchase Plan For For Mgmt All employees can purchase shares at 85% of F.M.V. 4 Ratify Auditors For For Mgmt 03/30/06 - A Lennar Corp. *LEN* 526057104 02/06/06 6,600 1 Elect Directors For For Mgmt 1.1 Elect Director Steven L. Gerard --- For Disconnect between pay and performance. comp is excess but tied to performance 1.2 Elect Director Sidney Lapidus --- For 2 Declassify the Board of Directors Against For ShrHoldr 3 Performance-Based and/or Time-Based Equity Against Against ShrHoldr Awards Overly restrictive - 01/25/06 - A Pilgrim's Pride Corp *PPC* 721467108 11/28/05 10,300 1 Elect Directors For For Mgmt 2 Report on Feasibility of Improving Animal Against Against ShrHoldr Welfare Standards 3 Ratify Auditors For For Mgmt 02/01/06 - A Rockwell Automation Inc *ROK* 773903109 12/05/05 9,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 02/07/06 - A Rockwell Collins, Inc. *COL* 774341101 12/09/05 16,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 5.80% is within allowable cap of 7.66%. 4 Approve Executive Incentive Bonus Plan For For Mgmt Top 5 executive officers will receive cash. 01/31/06 - A Sonic Corp. *SONC* 835451105 11/30/05 9,100 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt Passes Mellon calculations. 3 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 10.03% is within allowable cap of 10.38%. 4 Ratify Auditors For For Mgmt 5 Other Business For Against Mgmt 03/14/06 - A The Toro Company *TTC* 891092108 01/17/06 11,400 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt Plan's cost of 9.35% is within allowable cap of 11.00%. 3 Ratify Auditors For For Mgmt 4 Other Business For Against Mgmt 03/14/06 - A Toll Brothers, Inc. *TOL* 889478103 01/13/06 7,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 02/16/06 - A Varian Medical Systems Inc *VAR* 92220P105 12/19/05 9,500 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt does not increase cost of plan, reduces initial grant 3 Ratify Auditors For For Mgmt 03/06/06 - A Whole Foods Market, Inc. *WFMI* 966837106 01/09/06 8,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Reduce Supermajority Vote Requirement For For Mgmt 4 Report on Energy Efficiency Against Against ShrHoldr 5 Report on Toxic Substances Against Against ShrHoldr 6 Amend Vote Requirements to Amend Against Against ShrHoldr Articles/Bylaws/Charter company has already implemented, proposal unnecessary
Second Quarter 2006 - April 1, to June 30, 2006 Vote Summary Report Apr 01, 2006 - Jun 30, 2006 PRIN01-Principal MidCap Growth Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted ------------------- --------------------------------------- ------------- ------------ ---------- ----------- ---------- ---------- ----------------------------------------------------------------------------------------------------------------------------------- 06/22/06 - A A.G. Edwards, Inc. *AGE* 281760108 05/01/06 9,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/14/06 - A Abercrombie & Fitch Co. *ANF* 002896207 04/17/06 10,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/06 - A Advance Auto Parts Inc *AAP* 00751Y106 03/29/06 10,921 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/02/06 - A Allergan, Inc. *AGN* 018490102 03/15/06 4,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Non-Employee Director Omnibus Stock For For Mgmt Plan Plan's cost of 5.89% is within allowable cap of 11.93%. 4 Approve Executive Incentive Bonus Plan For For Mgmt CEO and President will receive cash, common stock or right to receive common stock . 06/13/06 - A American Eagle Outfitters, Inc. 02553E106 04/21/06 376,100 *AEOS* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/24/06 - A Amphenol Corp. *APH* 032095101 03/27/06 8,000 1 Elect Directors For For Mgmt 1.1 Elect Director Edward G. Jepsen --- For 1.2 Elect Director John R. Lord --- For John R. Lord attended fewer than 75% of meetings. no previous attendance issue 2 Ratify Auditors For For Mgmt 3 Amend Stock Option Plan For For Mgmt Plan's cost of 6.43% is within allowable cap of 12.46%. 06/15/06 - A Ansys, Inc. *ANSS* 03662Q105 05/03/06 6,500 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For Against Mgmt Fails Mellon calculations. 3 Amend Omnibus Stock Plan For For Mgmt Plan's cost of 13.97% is within allowable cap of 20.15%. 4 Ratify Auditors For For Mgmt 05/11/06 - A Applebees International, Inc. *APPB* 037899101 03/13/06 20,900 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt Senior-level management will receive cash. 3 Ratify Auditors For For Mgmt 4 Report on Progress Made Toward Development Against Against ShrHoldr of New USDA-Approved Method of Poultry Slaughter 05/24/06 - A Arbitron, Inc. *ARB* 03875Q108 04/03/06 8,100 1 Elect Directors For For Mgmt 05/18/06 - A Assurant Inc *AIZ* 04621X108 03/31/06 7,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/08/06 - A Autodesk, Inc. *ADSK* 052769106 04/17/06 18,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/01/06 - A AutoNation, Inc. *AN* 05329W102 04/26/06 20,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against Against ShrHoldr 06/07/06 - A Barnes & Noble, Inc. *BKS* 067774109 04/12/06 9,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/29/06 - A Bed Bath & Beyond Inc. *BBBY* 075896100 05/02/06 18,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Board Diversity Against Against ShrHoldr 4 Adopt ILO-Based Code of Conduct Against Against ShrHoldr 5 Report on Energy Efficiency Against Against ShrHoldr 6 Declassify the Board of Directors For For Mgmt 05/25/06 - A Biogen Idec, Inc. *BIIB* 09062X103 03/31/06 10,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director Omnibus Stock For For Mgmt Plan Plan's cost of 6.55% is within allowable cap of 12.39%. 04/26/06 - A Borg-Warner, Inc. *BWA* 099724106 03/03/06 4,100 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt Plan's cost of 6.90% is within allowable cap of 7.80%. 3 Ratify Auditors For For Mgmt 04/27/06 - A Broadcom Corp. *BRCM* 111320107 02/28/06 28,650 1 Elect Directors For For Mgmt 2 Amend Articles/Bylaws/Charter-Non-Routine For Against Mgmt Fails Mellon Calculations. fails, bundled 3 Establish Range For Board Size For For Mgmt Allows for a range of six to eleven board members. reasonable 4 Amend Non-Employee Director Omnibus Stock For Against Mgmt Plan Violates repricing guidelines. Plan's cost of 63.09% exceeds allowable cap of 12.50%. 5 Ratify Auditors For For Mgmt 05/02/06 - A Building Material Holding Corp. 120113105 03/08/06 3,400 *BMHC* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/19/06 - A C. R. Bard, Inc. *BCR* 067383109 02/27/06 8,900 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt Plan's cost of 8.53% is within allowable cap of 9.37%. 3 Amend Non-Employee Director Stock Option For For Mgmt Plan Plan's cost of 6.73% is within allowable cap of 9.37%. 4 Amend Qualified Employee Stock Purchase Plan For For Mgmt All employees can purchase shares at 85% of F.M.V. 5 Ratify Auditors For For Mgmt 6 Adopt ILO Standards Against Against ShrHoldr 05/08/06 - A CBL & Associates Properties, Inc. 124830100 03/13/06 7,600 *CBL* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/06 - A Ceridian Corporation *CEN* 156779100 03/14/06 15,200 1 Elect Directors For For Mgmt 04/26/06 - A Chicago Mercantile Exchange Holdings, 167760107 03/01/06 1,850 Inc. *CME* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/01/06 - A Choice Hotels International, Inc. 169905106 03/17/06 11,800 *CHH* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 7.17% is within allowable cap of 12.37%. 3 Ratify Auditors For For Mgmt 06/27/06 - A Claires Stores, Inc. *CLE* 179584107 05/01/06 17,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Adopt MacBride Principles Against Against ShrHoldr 06/23/06 - A Corporate Executive Board Co. (The) 21988R102 05/03/06 5,700 *EXBD* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/06 - A Crown Castle International Corp. 228227104 03/31/06 12,800 *CCI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/03/06 - A Dominos Pizza Inc. *DPZ.2* 25754A201 03/24/06 17,700 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt Executive officers will receive cash. 3 Amend Omnibus Stock Plan For Against Mgmt Plan's cost of 14.18% exceeds allowable cap of 12.34%. 4 Ratify Auditors For For Mgmt 05/04/06 - A E.W. Scripps Co. (The) *SSP* 811054204 03/10/06 12,500 1 Elect Directors For For Mgmt 05/02/06 - A EarthLink, Inc. *ELNK* 270321102 03/15/06 22,600 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 14.72% is within allowable cap of 20.11%. 3 Ratify Auditors For For Mgmt 05/30/06 - A Endo Pharmaceuticals Holdings Inc 29264F205 04/19/06 8,500 *ENDP* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/06 - A Energen Corp. *EGN* 29265N108 03/03/06 6,100 1 Elect Directors For For Mgmt 05/09/06 - A Ensco International, Inc. *ESV* 26874Q100 03/10/06 9,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/06 - A Equifax Inc. *EFX* 294429105 03/09/06 17,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt Key management personnel will receive cash or equity awards. 05/24/06 - A Express Scripts, Inc. *ESRX* 302182100 03/31/06 4,800 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For Against Mgmt Fails Mellon calculations. 3 Amend Omnibus Stock Plan For For Mgmt Plan's cost of 8.07% is within allowable cap of 9.12%. 4 Ratify Auditors For For Mgmt 05/03/06 - A Fluor Corp. *FLR* 343412102 03/08/06 4,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Performance-Based Against For ShrHoldr Comp committee make inapprop steps backwaards 04/25/06 - A Fortune Brands, Inc. *FO* 349631101 02/24/06 5,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr 4 Performance-Based and/or Time-Based Equity Against For ShrHoldr Awards need for add'l disclosures on specific targets 05/04/06 - A Freeport-McMoRan Copper & Gold Inc. 35671D857 03/07/06 12,500 *FCX* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 5.37% is within allowable cap of 11.26%. 4 Review Payment Policy to Indonesian Military Against Against ShrHoldr 04/17/06 - A Genuine Parts Co. *GPC* 372460105 02/10/06 9,100 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt Plan's cost of 5.77% is within allowable cap of 9.71%. 4 Ratify Auditors For For Mgmt 05/02/06 - A Getty Images, Inc. *GYI* 374276103 03/02/06 5,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/21/06 - A Graco Inc. *GGG* 384109104 02/22/06 14,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt Plan's cost of 9.35% is within allowable cap of 9.60%. 4 Approve Qualified Employee Stock Purchase For For Mgmt Plan All employees can purchase shares at 85% of F.M.V. 04/25/06 - A Harrah's Entertainment, Inc. *HET* 413619107 02/27/06 3,582 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt Plan's cost of 8.33% is within allowable cap of 8.65%. 3 Ratify Auditors For For Mgmt 05/11/06 - A Health Net, Inc. *HNT* 42222G108 03/22/06 12,000 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 8.09% is within allowable cap of 9.66%. 3 Ratify Auditors For For Mgmt 06/23/06 - S Helmerich & Payne, Inc. *HP* 423452101 05/08/06 8,200 1 Increase Authorized Common Stock For For Mgmt Passes Mellon calculations. 05/18/06 - A Henry Schein, Inc. *HSIC* 806407102 04/07/06 12,800 1 Elect Directors For Split Mgmt 1.1 Elect Director Stanley M. Bergman --- For 1.2 Elect Director Gerald A. Benjamin --- For 1.3 Elect Director James P. Breslawski --- For 1.4 Elect Director Mark E. Mlotek --- For 1.5 Elect Director Steven Paladino --- For 1.6 Elect Director Barry J. Alperin --- For 1.7 Elect Director Paul Brons --- For 1.8 Elect Director Dr. Margaret A. Hamburg --- For 1.9 Elect Director Donald J. Kabat --- For 1.10 Elect Director Philip A. Laskawy --- For 1.11 Elect Director Norman S. Matthews --- For 1.12 Elect Director Marvin H. Schein --- Withhold Marvin H. Schein attended fewer than 75% of meetings. previous attendance issue 1.13 Elect Director Dr. Louis W. Sullivan --- For 2 Ratify Auditors For For Mgmt 05/03/06 - A HESS CORP *HES* 023551104 03/13/06 2,550 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Change Company Name For For Mgmt Changes name to "Hess Corporation." 4 Increase Authorized Common Stock For For Mgmt Passes Mellon calculations. 5 Approve Executive Incentive Bonus Plan For For Mgmt Senior officers will receive cash or restricted or deferred stock. 05/24/06 - A Hilton Hotels Corp. *HLT* 432848109 03/29/06 12,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Against For ShrHoldr Directors 4 Submit Shareholder Rights Plan (Poison Against For ShrHoldr Pill) to Shareholder Vote improved Corp Gov 05/18/06 - A Host Hotels & Resorts Inc. *HST* 44107P104 03/29/06 23,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of For For ShrHoldr Directors 04/27/06 - A Humana Inc. *HUM* 444859102 03/06/06 13,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt Plan's cost of 7.54% is within allowable cap of 9.20%. 04/21/06 - A Invitrogen Corp. *IVGN* 46185R100 02/24/06 4,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Qualified Employee Stock Purchase Plan For For Mgmt All employees can purchase shares at 85% of F.M.V. 4 Increase Authorized Common Stock For For Mgmt Passes Mellon calculations. 05/09/06 - A ITT Educational Services, Inc. *ESI* 45068B109 03/10/06 8,700 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 9.28% is within allowable cap of 11.70%. 3 Ratify Auditors For For Mgmt 04/25/06 - A Janus Capital Group Inc. *JNS* 47102X105 02/27/06 20,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/06/06 - A KB Home *KBH* 48666K109 02/14/06 4,900 1 Elect Directors For For Mgmt 2 Reduce Authorized Common Stock For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt tax benefit 4 Ratify Auditors For For Mgmt 05/25/06 - A King Pharmaceuticals Inc. *KG* 495582108 03/31/06 27,000 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt Passes Mellon calculations. 3 Ratify Auditors For For Mgmt 4 Declassify the Board of Directors Against For ShrHoldr 05/04/06 - A Landstar System, Inc. *LSTR* 515098101 03/15/06 7,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt Key employees will receive cash and/or stock. 04/24/06 - A Lone Star Technologies, Inc. *LSS* 542312103 03/06/06 9,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/06 - A Mattel, Inc. *MAT* 577081102 03/16/06 29,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Separate Chairman and CEO Positions Against Against ShrHoldr has presiding director and approp CG 4 Report Progress on Improving Work and Against Against ShrHoldr Living Conditions 5 Performance-Based Against For ShrHoldr need for add'l disclosure/benchmark 04/25/06 - A Moody's Corporation *MCO* 615369105 03/01/06 17,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr 06/22/06 - A MOVE INC *MOVE* 437852106 04/25/06 394 1 Elect Directors For For Mgmt 2 Change Company Name For For Mgmt Changes name to "Move, Inc." 05/09/06 - A NAVTEQ Corporation *NVT* 63936L100 03/17/06 7,700 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt Plan's cost of 12.11% is within allowable cap of 12.51%. 05/09/06 - A Newell Rubbermaid Inc. *NWL* 651229106 03/15/06 14,400 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt Plan's cost of 7.80% is within allowable cap of 9.08%. 3 Approve Qualified Employee Stock Purchase For For Mgmt Plan All employees can purchase shares at 95% of F.M.V. 4 Ratify Auditors For For Mgmt 5 Submit Shareholder Rights Plan (Poison Against For ShrHoldr Pill) to Shareholder Vote 6 Declassify the Board of Directors Against For ShrHoldr 05/04/06 - A Newfield Exploration Co. *NFX* 651290108 03/07/06 10,700 1 Elect Directors For For Mgmt 2 Amend Non-Employee Director Restricted For For Mgmt Stock Plan Plan's cost of 6.37% is within allowable cap of 6.42% 3 Amend Qualified Employee Stock Purchase Plan For For Mgmt All employees can purchase shares at 85% of F.M.V. 4 Ratify Auditors For For Mgmt 04/25/06 - A Noble Energy, Inc. *NBL* 655044105 03/14/06 12,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Separate Chairman and CEO Positions Against Against ShrHoldr corp governance has appropriate balance 05/23/06 - A Nordstrom, Inc. *JWN* 655664100 03/15/06 21,700 1 Elect Directors For For Mgmt 2 Amend Qualified Employee Stock Purchase Plan For For Mgmt All employees can purchase shares at 90% of F.M.V. 3 Ratify Auditors For For Mgmt 04/28/06 - A NRG Energy Inc *NRG* 629377508 03/13/06 10,000 1 Elect Directors For For Mgmt 2 Revise Board's Authority to Issue and For Against Mgmt Designate Preferred Stock Voting rights of preferred are not specified. 3 Amend Omnibus Stock Plan For Against Mgmt Violates repricing guidelines. Plan's cost of 4.63% is within allowable cap of 12.69%. 4 Ratify Auditors For For Mgmt 05/11/06 - A Nucor Corp. *NUE* 670346105 03/13/06 7,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For Against Mgmt Fails Mellon calculations. 4 Require a Majority Vote for the Election of Against For ShrHoldr Directors 06/22/06 - A Nvidia Corporation *NVDA* 67066G104 04/24/06 15,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/04/06 - A NVR, Inc. *NVR* 62944T105 03/01/06 800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/09/06 - A Overseas Shipholding Group, Inc. 690368105 04/17/06 5,600 *OSG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt Passes Mellon calculations. 05/05/06 - A Peabody Energy Corp. *BTU* 704549104 03/15/06 6,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt Passes Mellon calculations. 4 Establish Other Board Committee Against Against ShrHoldr not effective 5 Require a Majority Vote for the Election of Against For ShrHoldr Directors 6 Declassify the Board of Directors Against For ShrHoldr 7 Report on Water Pollution Policy Against Against ShrHoldr 05/26/06 - A Phelps Dodge Corp. *PD* 717265102 04/06/06 9,400 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director Stock Option For For Mgmt Plan Plan's cost of 4.24% is within allowable cap of 12.64%. 3 Ratify Auditors For For Mgmt 05/04/06 - A Plains Exploration & Production Co 726505100 03/13/06 12,600 *PXP* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/25/06 - A Pogo Producing Co. *PPP* 730448107 03/10/06 5,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/04/06 - A Quest Diagnostics, Incorporated *DGX* 74834L100 03/20/06 19,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt Passes Mellon calculations. 4 Approve Nonqualified Employee Stock For For Mgmt Purchase Plan All employees can purchase shares at 100% of F.M.V. However, the company match can result in a purchase price as low as 85% of F.M.V. 05/25/06 - A R. R. Donnelley & Sons Co. *RRD* 257867101 04/01/06 9,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr 05/11/06 - A Republic Services, Inc. *RSG* 760759100 03/22/06 10,000 1 Elect Directors For For Mgmt 1.1 Elect Director James E. O'Connor --- For 1.2 Elect Director Harris W. Hudson --- For Harris W. Hudson attended fewer than 75% of meetings. 1.3 Elect Director John W. Croghan --- For 1.4 Elect Director W. Lee Nutter --- For 1.5 Elect Director Ramon A. Rodriguez --- For 1.6 Elect Director Allan C. Sorensen --- For 1.7 Elect Director Michael W. Wickham --- For 2 Ratify Auditors For For Mgmt 04/28/06 - A Rowan Companies, Inc. *RDC* 779382100 03/01/06 8,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/04/06 - A Sunoco, Inc. *SUN* 86764P109 02/09/06 6,700 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt Executive Resources employees will receive cash. 3 Ratify Auditors For For Mgmt 05/31/06 - A Sybase, Inc. *SY* 871130100 04/03/06 13,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr 05/09/06 - A Syniverse Holdings, Inc. *SVR* 87163F106 03/15/06 12,700 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 6.07% is within allowable cap of 13.65%. 3 Company-Specific-Approve Long-Term For For Mgmt Incentive Performance Terms for Certain Executives performance terms/tax advantage 4 Approve Qualified Employee Stock Purchase For For Mgmt Plan All employees can purchase shares at 85% of F.M.V. 5 Ratify Auditors For For Mgmt 04/27/06 - A Synovus Financial Corp. *SNV* 87161C105 02/21/06 19,600 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard Y. Bradley --- For 1.2 Elect Director Frank W. Brumley --- For 1.3 Elect Director Elizabeth W. Camp --- For 1.4 Elect Director T. Michael Goodrich --- For 1.5 Elect Director John P. Illges, III --- For 1.6 Elect Director J. Neal Purcell --- For 1.7 Elect Director William B. Turner, Jr. --- Withhold William B. Turner, Jr. attended fewer than 75% of meetings. previous attendance issue 2 Declassify the Board of Directors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt Executive officers will receive cash. 4 Ratify Auditors For For Mgmt 5 Require a Majority Vote for the Election of Against For ShrHoldr Directors 04/26/06 - A T. Rowe Price Group, Inc. *TROW* 74144T108 02/24/06 11,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt 04/26/06 - A Teledyne Technologies, Inc. *TDY* 879360105 03/06/06 9,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/31/06 - A Terex Corp. *TEX* 880779103 04/21/06 5,300 1 Elect Directors For For Mgmt 1.1 Elect Director Ronald M. Defeo --- For 1.2 Elect Director G. Chris Andersen --- For 1.3 Elect Director Paula H.J. Cholmondeley --- For 1.4 Elect Director Don Defosset --- For 1.5 Elect Director William H. Fike --- For 1.6 Elect Director Dr. Donald P. Jacobs --- For 1.7 Elect Director David A. Sachs --- For 1.8 Elect Director J.C. Watts, Jr. --- For J.C. Watts, Jr. attended fewer than 75% of meetings. no previous attendance issue 1.9 Elect Director Helge H. Wehmeier --- For 2 Ratify Auditors For For Mgmt 3 Prepare a Sustainability Report Against Against ShrHoldr 05/03/06 - A Tesoro Corp. *TSO* 881609101 03/14/06 9,100 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For Against Mgmt Plan's cost of 8.38% exceeds allowable cap of 6.26%. 3 Increase Authorized Common Stock For For Mgmt Passes Mellon calculations. 4 Ratify Auditors For For Mgmt 04/20/06 - A The Black & Decker Corp. *BDK* 091797100 02/21/06 7,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Performance-Based and/or Time-Based Equity Against For ShrHoldr Awards need for benchmark, add'l disclosure 04/19/06 - A The Colonial BancGroup, Inc. *CNB* 195493309 02/21/06 12,200 1 Elect Directors For For Mgmt 2 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt Violates repricing guidelines. Plan's cost of -----% is within / exceeds allowable cap of -----%. tax benefit 05/02/06 - A The Dun & Bradstreet Corp *DNB* 26483E100 03/10/06 8,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve/Amend Executive Incentive Bonus Plan For For Mgmt Executive Officers will receive cash. 06/06/06 - A The TJX Companies, Inc. *TJX* 872540109 04/17/06 26,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Against For ShrHoldr Directors 05/03/06 - A Unit Corporation *UNT* 909218109 03/06/06 6,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For Against Mgmt Fails Mellon calculations. 4 Increase Authorized Preferred Stock For Against Mgmt Voting rights of preferred are not specified. 5 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 5.33% is within allowable cap of 6.84%. 05/10/06 - A Univision Communications Inc. *UVN* 914906102 03/13/06 11,145 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/02/06 - A Weight Watchers International, Inc. 948626106 03/17/06 7,100 *WTW* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/16/06 - A XTO Energy Inc *XTO* 98385X106 03/31/06 15,000 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt Passes Mellon calculations. 3 Amend Omnibus Stock Plan For For Mgmt Plan's cost of 4.82% is within allowable cap of 5.70%. 4 Ratify Auditors For For Mgmt
Fund: Principal Variable Contract Fund - MidCap Value Fund Sub-Advisor: Neuberger Berman Management, Inc. Vote Summary Report Jul 01, 2005 - Jun 30, 2006 Principal Variable Contracts Fund Inc. Mid Cap Value - 55565723
Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted ---------------------------------------------------- ------------ ------------- -------------- ----------- ---------- ---------- -------------------------------------------------------------------------------------------------------------------------------- 05/17/06 - AAdvance Auto Parts Inc *AAP* 00751Y106 03/29/06 29,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/02/06 - AAmbac Financial Group, Inc. *ABK* 023139108 03/06/06 23,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/06 - AArch Coal, Inc. *ACI* 039380100 03/01/06 23,700 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 05/24/06 - AArris Group Inc *ARRS* 04269Q100 04/07/06 125,800 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Amend Executive Incentive Bonus Plan For For Mgmt 5 Ratify Auditors For For Mgmt 02/10/06 - AAvaya Inc *AV* 053499109 12/16/05 112,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 02/01/06 - ABeazer Homes USA, Inc. 07556Q105 12/05/05 28,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 10/19/05 - ABriggs & Stratton Corp. *BGG* 109043109 08/17/05 43,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/04/06 - ACanadian Natural Resources Ltd. *CNQ.* 136385101 03/15/06 37,400 1 Elect Directors For For Mgmt 2 Approve PricewaterhouseCoopers LLP as For For Mgmt Auditors and Authorize Board to Fix Remuneration of Auditors 05/18/06 - PCareer Education Corp. *CECO* 141665109 03/21/06 28,200 Management Proxy (White Card) 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For For Mgmt 3 Amend Articles/To Permit Stockholder to For For Mgmt Call A Special Meeting 4 Ratify Auditors For For Mgmt Dissident Proxy (Blue Card) 1 Elect Directors (Opposition Slate) For None Mgmt 2 Declassify the Board of Directors For None Mgmt 3 Amend Articles/To Permit Stockholder to For None Mgmt Call A Special Meeting 4 Ratify Auditors For None Mgmt 09/27/05 - ACheck Point Software Technologies Inc M22465104 08/19/05 68,100 *CHKP* Meeting for Holders of ADRs 1 ELECTION OF DIRECTORS (OTHER THAN OUTSIDE For For Mgmt DIRECTORS): GIL SHWED, MARIUS NACHT, JERRY UNGERMAN, DAVID RUBNER, TAL SHAVIT. 2 TO RATIFY THE APPOINTMENT AND COMPENSATION For For Mgmt OF CHECK POINT S INDEPENDENT PUBLIC ACCOUNTANTS. 3 TO RATIFY AND APPROVE CHECK POINT S NEW For Against Mgmt EQUITY INCENTIVE PLANS. 4 TO RATIFY AND APPROVE AN EXTENSION OF CHECK For For Mgmt POINT S 1996 EMPLOYEE STOCK PURCHASE PLAN. 5 TO AMEND CHECK POINT S ARTICLES OF For For Mgmt ASSOCIATION REGARDING INSURANCE, INDEMNIFICATION AND EXCULPATION. 6 TO APPROVE CORRESPONDING AMENDMENTS TO THE For For Mgmt INDEMNIFICATION AGREEMENTS WITH EACH OF CHECK POINT S DIRECTORS. 7 TO AMEND CHECK POINT S ARTICLES OF For For Mgmt ASSOCIATION REGARDING DISTRIBUTION OF ANNUAL FINANCIAL STATEMENTS. 8 TO APPROVE COMPENSATION TO CERTAIN For Against Mgmt EXECUTIVE OFFICERS WHO ARE ALSO BOARD MEMBERS. 9 TO APPROVE CASH COMPENSATION OF CHECK POINT For For Mgmt S DIRECTORS WHO ARE NOT EMPLOYEES. 10 I HAVE A PERSONAL INTEREST IN ITEM 5 PLEASE None Against Mgmt MARK FOR IF YOU HAVE A PERSONAL INTEREST 11 I HAVE A PERSONAL INTEREST IN ITEM 6 PLEASE None Against Mgmt MARK FOR IF YOU HAVE A PERSONAL INTEREST 12 I HAVE A PERSONAL INTEREST IN ITEM 8 PLEASE None Against Mgmt MARK FOR IF YOU HAVE A PERSONAL INTEREST 04/26/06 - AColonial Properties Trust *CLP* 195872106 03/08/06 19,457 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/06 - ACoventry Health Care Inc. *CVH* 222862104 03/20/06 24,000 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt 4 Authorize Board to Fill Vacancies For For Mgmt 5 Amend Omnibus Stock Plan For For Mgmt 6 Ratify Auditors For For Mgmt 10/19/05 - SDenbury Resources Inc. *DNR* 247916208 09/06/05 42,300 1 Increase Authorized Common Stock For For Mgmt 2 Approve Stock Split For For Mgmt 3 Adjourn Meeting For Against Mgmt 05/10/06 - ADenbury Resources Inc. *DNR* 247916208 03/27/06 65,500 1 Elect Directors For For Mgmt 2 Performance-Based Equity Awards Against Against ShrHoldr 3 Ratify Auditors For For Mgmt 05/09/06 - ADevelopers Diversified Realty Corp. 251591103 03/20/06 48,000 *DDR* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/06 - ADPL Inc. *DPL* 233293109 03/03/06 88,700 1 Elect Directors For Split Mgmt 1.1 Elect Director Paul R. Bishop --- For 1.2 Elect Director Ernie Green --- For 1.3 Elect Director Lester L. Lyles --- Withhold 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/26/06 - AEaton Corp. *ETN* 278058102 02/27/06 18,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/06 - AEdison International *EIX* 281020107 02/27/06 46,700 1 Elect Directors For For Mgmt 2 Amend Articles To Eliminate Fair Price For For Mgmt Provision 3 Adopt Simple Majority Vote Requirement Against Against ShrHoldr 10/26/05 - SENDURANCE SPECIALTY HOLDINGS *ENH* G30397106 09/08/05 29,300 Meeting for Holders of ADRs 1 TO ADOPT THE COMPANY S EMPLOYEE SHARE For For Mgmt PURCHASE PLAN. 2 TO ESTABLISH THE COMPANY S 2005 SHARESAVE For For Mgmt SCHEME AND AUTHORIZE THE BOARD TO DO ALL ACTS AND THINGS WHICH THEY MAY CONSIDER NECESSARY OR DESIRABLE TO BRING THE 2005 SHARESAVE SCHEME INTO EFFECT AND TO MAKE SUCH MODIFICATIONS WHICH THEY MAY CONSIDER NECESS 05/03/06 - AENDURANCE SPECIALTY HOLDINGS *ENH* G30397106 03/03/06 47,900 Meeting for Holders of ADRs 1 Elect Directors For Split Mgmt 1.1 Elect Director Steven W. Carlsen --- Withhold 1.2 Elect Director Kenneth J. Lestrange --- For 1.3 Elect Director Therese M. Vaughan --- For 1.4 Elect Director R. Max Williamson --- For 1.5 Elect Director John T. Baily --- For 1.6 Elect Director Norman Barham --- For 1.7 Elect Director Galen R. Barnes --- For 1.8 Elect Director William H. Bolinder --- For 1.9 Elect Director Steven W. Carlsen --- For 1.10 Elect Director Kenneth J. Lestrange --- For 1.11 Elect Director Brendan R. O'Neill --- For 1.12 Elect Director Richard C. Perry --- For 1.13 Elect Director Robert A. Spass --- For 1.14 Elect Director Therese M. Vaughan --- For 1.15 Elect Director R. Max Williamson --- For 1.16 Elect Director William H. Bolinder --- For 1.17 Elect Director Mark W. Boucher --- For 1.18 Elect Director Kenneth J. Lestrange --- For 1.19 Elect Director Simon Minshall --- For 1.20 Elect Director Brendan R. O'Neill --- For 1.21 Elect Director William H. Bolinder --- For 1.22 Elect Director Mark W. Boucher --- For 1.23 Elect Director Kenneth J. Lestrange --- For 1.24 Elect Director Simon Minshall --- For 1.25 Elect Director Brendan R. O'Neill --- For 2 Ratify Auditors For For Mgmt 05/24/06 - AFoot Locker Inc *FL* 344849104 03/31/06 80,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 04/29/06 - AHarley-Davidson, Inc. *HDI* 412822108 03/09/06 32,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 03/08/06 - AHovnanian Enterprises, Inc. *HOV* 442487203 01/17/06 45,700 1 Elect Directors For Split Mgmt 1.1 Elect Director K. Hovnanian --- Withhold 1.2 Elect Director A. Hovnanian --- Withhold 1.3 Elect Director R. Coutts --- For 1.4 Elect Director G. Decesaris, Jr. --- Withhold 1.5 Elect Director E. Kangas --- For 1.6 Elect Director J. Marengi --- For 1.7 Elect Director J. Robbins --- For 1.8 Elect Director J. Sorsby --- Withhold 1.9 Elect Director S. Weinroth --- For 2 Ratify Auditors For For Mgmt 06/08/06 - AHudson City Bancorp, Inc. *HCBK* 443683107 04/14/06 90,800 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/25/06 - AIndyMac Bancorp, Inc. *NDE* 456607100 02/27/06 49,100 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/07/06 - AIngersoll-Rand Company Limited *IR* G4776G101 04/10/06 57,200 Meeting for Holders of ADRs 1 Elect Directors For Split Mgmt 1.1 Elect Director T.E. Martin --- Withhold 1.2 Elect Director P. Nachtigal --- For 1.3 Elect Director R.J. Swift --- For 2 Ratify Auditors For For Mgmt 05/31/06 - AiStar Financial Inc. *SFI* 45031U101 04/03/06 65,900 1 Elect Directors For For Mgmt 2 Amend Articles/Bylaws/Eliminate Limitations For For Mgmt in Article III 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/19/06 - AJarden Corp. *JAH* 471109108 04/19/06 600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 01/25/06 - AJohnson Controls, Inc. *JCI* 478366107 11/17/05 24,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt 02/23/06 - AJoy Global, Inc. *JOYG* 481165108 01/06/06 45,450 1 Elect Directors For Split Mgmt 1.1 Elect Director Steven L. Gerard --- Withhold 1.2 Elect Director John Nils Hanson --- For 1.3 Elect Director Ken C. Johnsen --- For 1.4 Elect Director James R. Klauser --- For 1.5 Elect Director Richard B. Loynd --- For 1.6 Elect Director P. Eric Siegert --- For 1.7 Elect Director James H. Tate --- For 04/06/06 - AKB Home *KBH* 48666K109 02/14/06 28,500 1 Elect Directors For For Mgmt 2 Reduce Authorized Common Stock For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 03/30/06 - ALennar Corp. *LEN* 526057104 02/06/06 38,900 1 Elect Directors For Split Mgmt 1.1 Elect Director Steven L. Gerard --- Withhold 1.2 Elect Director Sidney Lapidus --- For 2 Declassify the Board of Directors Against For ShrHoldr 3 Performance-Based and/or Time-Based Equity Against Against ShrHoldr Awards 04/27/06 - ALexmark International, Inc. *LXK* 529771107 03/03/06 34,500 1 Elect Directors For Split Mgmt 1.1 Elect Director Michael J. Maples --- For 1.2 Elect Director Stephen R. Hardis --- Withhold 1.3 Elect Director William R. Fields --- For 1.4 Elect Director Robert Holland, Jr. --- For 2 Ratify Auditors For For Mgmt 02/10/06 - ANBTY, Inc. *NTY* 628782104 01/06/06 84,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/28/06 - ANRG Energy Inc *NRG* 629377508 03/13/06 52,700 1 Elect Directors For For Mgmt 2 Revise Board's Authority to Issue and For Against Mgmt Designate Preferred Stock 3 Amend Omnibus Stock Plan For Against Mgmt 4 Ratify Auditors For For Mgmt 05/04/06 - ANVR, Inc. *NVR* 62944T105 03/01/06 2,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/16/06 - AOmnicare, Inc. *OCR* 681904108 03/31/06 20,900 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/05/06 - APeabody Energy Corp. *BTU* 704549104 03/15/06 32,800 1 Elect Directors For Withhold Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Establish Other Board Committee Against For ShrHoldr 5 Require a Majority Vote for the Election of Against For ShrHoldr Directors 6 Declassify the Board of Directors Against For ShrHoldr 7 Report on Water Pollution Policy Against Against ShrHoldr 05/26/06 - APhelps Dodge Corp. *PD* 717265102 04/06/06 1,450 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director Stock Option For For Mgmt Plan 3 Ratify Auditors For For Mgmt 05/11/06 - APulte Homes Inc. *PHM* 745867101 03/14/06 56,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Against For ShrHoldr Directors 4 Declassify the Board of Directors Against For ShrHoldr 5 Provide for Cumulative Voting Against For ShrHoldr 6 Performance-Based Equity Awards Against For ShrHoldr 05/18/06 - ARoss Stores, Inc. *ROST* 778296103 03/24/06 55,800 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt 3 Ratify Auditors For For Mgmt 11/03/05 - AScientific-Atlanta, Inc. 808655104 09/15/05 44,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 4 Approve Non-Employee Director Omnibus Stock For For Mgmt Plan 10/28/05 - SShire Plc (formerly Shire 82481R106 09/21/05 12,200 Pharmaceuticals Group Plc) Meeting for Holders of ADRs 1 TO APPROVE THE SCHEME OF ARRANGEMENT. For For Mgmt 2 TO APPROVE THE SCHEME OF ARRANGEMENT AND For For Mgmt OTHER RELATED MATTERS. 3 TO APPROVE THE ADOPTION AND ESTABLISHMENT For For Mgmt OF PART A OF THE SHIRE PHARMACEUTICALS GROUP PLC PORTFOLIO SHARE PLAN. 4 TO APPROVE THE ADOPTION AND ESTABLISHMENT For For Mgmt OF PART B OF THE SHIRE PHARMACEUTICALS GROUP PLC PORTFOLIO SHARE PLAN. 5 TO APPROVE THE ADOPTION BY SHIRE PLC OF THE For For Mgmt SHIRE PLC SHARESAVE SCHEME AND TO APPROVE THE AUTHORIZATION GIVEN TO THE DIRECTORS OF SHIRE PLC IN RELATION THERETO. 6 TO APPROVE THE ADOPTION BY SHIRE PLC OF For For Mgmt PART A OF THE SHIRE PLC PORTFOLIO SHARE PLAN. 7 TO APPROVE THE ADOPTION BY SHIRE PLC OF For For Mgmt PART B OF THE SHIRE PLC PORTFOLIO SHARE PLAN. 8 TO APPROVE THE ASSUMPTION BY SHIRE PLC, For For Mgmt WITH EFFECT FROM THE SCHEME BECOMING EFFECTIVE, OF THE SHIRE PLC EMPLOYEE STOCK PURCHASE PLAN. 05/25/06 - ASouthwestern Energy Co. *SWN* 845467109 03/24/06 26,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Change State of Incorporation [From For For Mgmt Arkansas to Delaware] 4 Increase Authorized Common Stock For For Mgmt 05/04/06 - ASunoco, Inc. *SUN* 86764P109 02/09/06 22,100 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/09/06 - ATalisman Energy Inc. *TLM.* 87425E103 03/17/06 42,400 1 Elect Directors For For Mgmt 2 Ratify Ernst & Young LLP as Auditors For For Mgmt 3 Approve Stock Split For For Mgmt 05/31/06 - ATeekay Shipping Corp. *TK* Y8564W103 04/07/06 24,300 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 APPROVAL OF TEEKAY S AMENDED AND RESTATED For For Mgmt ARTICLES OF INCORPORATION. CONFORM TEEKAY S ARTICLES OF INCORPORATION TO THE TERMS OF THE MARSHALL ISLANDS BUSINESS CORPORATIONS ACT. 3 Ratify Auditors For For Mgmt 05/31/06 - ATerex Corp. *TEX* 880779103 04/21/06 32,400 1 Elect Directors For Split Mgmt 1.1 Elect Director Ronald M. Defeo --- For 1.2 Elect Director G. Chris Andersen --- For 1.3 Elect Director Paula H.J. Cholmondeley --- For 1.4 Elect Director Don Defosset --- For 1.5 Elect Director William H. Fike --- For 1.6 Elect Director Dr. Donald P. Jacobs --- For 1.7 Elect Director David A. Sachs --- For 1.8 Elect Director J.C. Watts, Jr. --- Withhold 1.9 Elect Director Helge H. Wehmeier --- For 2 Ratify Auditors For For Mgmt 3 Prepare a Sustainability Report Against For ShrHoldr 04/11/06 - AThe Bear Stearns Companies Inc. *BSC* 073902108 02/13/06 12,900 1 Elect Directors For For Mgmt 2 Amend Deferred Compensation Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/02/06 - AThe Manitowoc Company, Inc. *MTW* 563571108 02/22/06 11,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/06 - AThe PMI Group, Inc. *PMI* 69344M101 03/31/06 53,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Qualified Employee Stock Purchase Plan For For Mgmt 06/06/06 - AThe TJX Companies, Inc. *TJX* 872540109 04/17/06 62,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of Against For ShrHoldr Directors 05/23/06 - ATriad Hospitals, Inc. *TRI* 89579K109 03/27/06 39,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/06 - ATrizec Properties, Inc. *TRZ* 89687P107 03/20/06 72,600 1 Elect Directors For For Mgmt 2 Approve Nonqualified Employee Stock For For Mgmt Purchase Plan 3 Ratify Auditors For For Mgmt 05/19/06 - ATXU Corp. *TXU* 873168108 03/21/06 47,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Establish Range For Board Size For For Mgmt 4 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt 5 Require a Majority Vote for the Election of Against For ShrHoldr Directors 04/18/06 - AWhirlpool Corp. *WHR* 963320106 03/03/06 22,900 1 Elect Directors For For Mgmt 05/16/06 - AXTO Energy Inc *XTO* 98385X106 03/31/06 28,209 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt
Fund Name: Principal Variable Contracts - Money Market Sub Advisor: Principal Global Investors, LLC Issuer Ticker Cusip Meeting Matter Proposed by Did Vote? Was Voted For or Date Voted On Issuer or Registrant Against Management? S/H? Vote? No Proxies Voted.
Fund Name: Principal Variable Contracts - Principal LifeTime 2010 Fund Name: Principal Variable Contracts - Principal LifeTime 2020 Fund Name: Principal Variable Contracts - Principal LifeTime 2030 Fund Name: Principal Variable Contracts - Principal LifeTime 2040 Fund Name: Principal Variable Contracts - Principal LifeTime 2050 Fund Name: Principal Variable Contracts - Principal LifeTime Strategic Income Sub Advisor: Principal Global Investors, LLC
Issuer Ticker Cusip Meeting Matter Proposed by Did Vote? Was Voted For or Date Voted On Issuer or Registrant Against Management? S/H? Vote? No Proxies Voted.
Fund: Principal Variable Contracts Fund, Inc. - Real Estate Securities Account Sub-Advisor: Principal Real Estate Investors LLC
-------------------------------------------------------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Vote Summary Report Jul 01, 2005 - Jun 30, 2006 REAL ESTATE ACCOUNT - 5039 Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted ---------------- --------------------------------------- ------------- ------------ --------------- ----------- ------------------- ----------------------------------------------------------------------------------------------------------------------------------- 05/15/06 - A Acadia Realty Trust *AKR* 004239109 03/31/06 63,652 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 4.95 percent is within the allowable cap for this company of 5.00 percent. Additionally, this plan expressly forbids repricing. 3 Amend Declaration of Trust to Eliminate 4% For For Mgmt Excess Share Provision ISS believes that this proposal is reasonable, and intended to update the declaration of trust. 4 Ratify Auditors For For Mgmt 5 Adjourn Meeting For Against Mgmt Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 05/18/06 - A Alexandria Real Estate Equities, Inc. 015271109 03/31/06 3,300 *ARE* 1 Elect Directors For Split Mgmt 1.1 Elect Director Jerry M. Sudarsky --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Jerry M. Sudarsky. We recommend that shareholders WITHHOLD votes from Jerry M. Sudarsky for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Joel S. Marcus --- For 1.3 Elect Director James H. Richardson --- For 1.4 Elect Director Richard B. Jennings --- For 1.5 Elect Director Richard H. Klein --- For 1.6 Elect Director Martin A. Simonetti --- For 1.7 Elect Director Alan G. Walton --- For 1.8 Elect Director Richmond A. Wolf --- For 2 Ratify Auditors For For Mgmt 05/11/06 - A AMB Property Corp. *AMB* 00163T109 03/07/06 93,547 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/06 - A Archstone Smith Trust *ASN* 039583109 03/27/06 227,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/06 - A AvalonBay Communities, Inc. *AVB* 053484101 03/08/06 115,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/19/06 - A BIOMED REALTY TRUST INC *BMR* 09063H107 03/31/06 125,466 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/03/06 - A Boston Properties Inc. *BXP* 101121101 03/15/06 111,902 1 Elect Directors For Withhold Mgmt 1.1 Elect Director William M. Daley --- Withhold We recommend withholding votes from all nominees. We recommend shareholders WITHHOLD votes from Edward H. Linde, David A. Twardock, and William M. Daley for failure to implement the shareholder proposal to declassify the board of directors. 1.2 Elect Director Edward H. Linde --- Withhold 1.3 Elect Director David A. Twardock --- Withhold 2 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 3 Performance-Based Against For ShrHoldr While ISS considers the company's short-term incentive compensation to be performance-based and includes most of the positive features that we look for, we do not feel that the company's long-term compensation program goes far enough to substantially tie pay to future performance for senior executives at the company. The company has a practice of granting restricted shares/LTIP units as a reward for past performance, as opposed to granting performance-based equity awards that are contingent upon future performance, preferably with clearly disclosed performance criteria, hurdle rates for those criteria, and measured against a peer group. As such, ISS supports this shareholder proposal. 05/04/06 - A BRE Properties, Inc. *BRE* 05564E106 03/15/06 70,200 1 Elect Directors For For Mgmt 2 Amend Non-Employee Director Omnibus Stock For For Mgmt Plan V. Vote RecommendationThe total cost of the company's plans of 3.23 percent is within the allowable cap for this company of 5.00 percent. Additionally, this plan expressly forbids repricing. As such, we recommend a vote FOR item 2. 3 Ratify Auditors For For Mgmt 04/26/06 - A Brookfield Properties Corp. *BPO.* 112900105 03/15/06 166,550 Elect Directors by Cumulative Voting 1 Elect Directors For For Mgmt 2 Approve Deloitte and Touche as Auditors and For For Mgmt Authorize Board to Fix Remuneration of Auditors 05/02/06 - A Camden Property Trust *CPT* 133131102 03/15/06 48,940 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard J. Campo --- For We recommend a vote FOR the directors with the exception of affiliated outsider William B. Mcguire, Jr. and independent outsider Steven A. Webster. We recommend that shareholders WITHHOLD votes from William B. Mcguire, Jr. for standing as an affiliated outsider on the Compensation Committee and Steven A. Webster for sitting on more than six boards. 1.2 Elect Director William R. Cooper --- For 1.3 Elect Director George A. Hrdlicka --- For 1.4 Elect Director Scott S. Ingraham --- For 1.5 Elect Director Lewis A. Levey --- For 1.6 Elect Director William B. Mcguire, Jr. --- Withhold 1.7 Elect Director William F. Paulsen --- For 1.8 Elect Director D. Keith Oden --- For 1.9 Elect Director F. Gardner Parker --- For 1.10 Elect Director Steven A. Webster --- Withhold 2 Ratify Auditors For For Mgmt 12/14/05 - S Capital Automotive Reit 139733109 11/04/05 11,245 1 Approve Merger Agreement For For Mgmt Management and the special committee viewed the following factors as deciding before approving the merger agreement:1. The fact that the merger consideration is all cash, which provides certainty of value to holders of common shares, compared to a transaction in which shareholders would receive non-cash consideration, such as stock, which would be subject to changes in value;2. The opinion of Wachovia Securities delivered on Sept. 2, 2005, to the special committee of the board of trustees that, as of the date, based upon and subject to the considerations set forth in its opinion, the $38.75 per share merger consideration to be received by common shareholders was fair from a financial point of view;3.The fact that the merger would be subject to the approval of common shareholders and that they would be free to reject the transaction with Flag Fund V; and4. The risks and uncertainties associated with the other strategic options available to the company, including remaining independent and continuing to implement its growth strategy or pursuing other strategic alternatives.Based on our review of the terms of the transaction and the factors described above, in particular the all-cash consideration and the fairness opinion rendered by Wachovia Securities, we believe that the merger agreement warrants shareholder support. 05/08/06 - A CBL & Associates Properties, Inc. 124830100 03/13/06 108,444 *CBL* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/06 - A Corporate Office Properties Trust, 22002T108 03/15/06 99,910 Inc. *OFC* 1 Elect Directors For For Mgmt 05/09/06 - A Developers Diversified Realty Corp. 251591103 03/20/06 105,342 *DDR* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/31/06 - A EastGroup Properties, Inc. *EGP* 277276101 04/13/06 25,745 1 Elect Directors For For Mgmt 05/25/06 - A Equity Residential *EQR* 29476L107 03/31/06 196,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/09/06 - A Essex Property Trust, Inc. *ESS* 297178105 02/28/06 35,662 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/03/06 - A Federal Realty Investment Trust *FRT* 313747206 03/14/06 35,169 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/16/06 - A General Growth Properties, Inc. *GGP* 370021107 04/03/06 186,225 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 2.85 percent is within the allowable cap for this company of 5.00 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 04/05/06 - S Host Hotels & Resorts Inc. *HST* 44107P104 02/22/06 313,970 1 Issue Shares in Connection with an For For Mgmt Acquisition Management and the board of directors viewed some of the following factors as deciding before approving the transaction:1. The portfolio assets are high quality, luxury and upper upscale hotels with an average size of approximately 500 rooms and an expected revenue per available room of $117 for 2005; 2. The new relationship with Starwood provides a platform for additional growth;3. Management believes many of these international markets are in the early stages of lodging recovery, offering the opportunity for additional growth outside of the domestic lodging cycle, and;4. To have a total enterprise value of approximately $16 billion, and to be one of the largest lodging companies in the US and the sixth largest public REIT based on total enterprise value. Based on our review of the terms of the transaction and the factors described above, in particular the market reaction from announcement to date and the compelling strategic rationale, we believe that the agreement warrants shareholder support. 05/18/06 - A Host Hotels & Resorts Inc. *HST* 44107P104 03/29/06 225,170 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert M. Baylis --- For We recommend a vote FOR the directors with the exception of affiliated outsider Terence C. Golden. We recommend that shareholders WITHHOLD votes from Terence C. Golden for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Terence C. Golden --- Withhold 1.3 Elect Director Ann M. Korologos --- For 1.4 Elect Director Richard E. Marriott --- For 1.5 Elect Director Judith A. Mchale --- For 1.6 Elect Director John B. Morse, Jr. --- For 1.7 Elect Director Christopher J. Nassetta --- For 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Election of For For ShrHoldr Directors ISS advocates that the director election system give full effect to the shareholder franchise. ISS notes that the proposal is not intended to limit the judgment of the board. The board would retain the discretion to address the status of incumbent directors who failed to receive a majority vote under a majority vote standard, and whether a plurality vote standard would be more appropriate in director elections when the number of director nominees exceeds the available board seats. 05/18/06 - A Kilroy Realty Corp. *KRC* 49427F108 03/03/06 76,317 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 4.59 percent is within the allowable cap for this company of 5.00 percent. Additionally, this plan expressly forbids repricing. 05/18/06 - A Kimco Realty Corp. *KIM* 49446R109 03/24/06 262,800 1 Elect Directors For Split Mgmt 1.1 Elect Director Martin S. Kimmel --- For We recommend a vote FOR the directors with the exception of insiders Milton Cooper, Michael J. Flynn, and David B. Henry, and affiliated outsiders Richard G. Dooley and Frank Lourenso. We recommend that shareholders WITHHOLD votes from Richard G. Dooley for standing as an affiliated outsider on the Audit, Compensation and Nominating committees and for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Frank Lourenso for standing as an affiliated outsider on the Compensation and Nominating committees and for failure to establish a majority independent board. Lastly, we recommend that shareholders WITHHOLD votes from Milton Cooper, Michael J. Flynn and David B. Henry for failure to establish a majority independent board. 1.2 Elect Director Milton Cooper --- Withhold 1.3 Elect Director Richard G. Dooley --- Withhold 1.4 Elect Director Michael J. Flynn --- Withhold 1.5 Elect Director Joe Grills --- For 1.6 Elect Director David B. Henry --- Withhold 1.7 Elect Director F. Patrick Hughes --- For 1.8 Elect Director Frank Lourenso --- Withhold 1.9 Elect Director Richard Saltzman --- For 2 Amend Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 3.41 percent is within the allowable cap for this company of 5.00 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 4 Company-Specific -- Require Annual Against For ShrHoldr Disclosure of Related Party Transactions between the Company and its Senior Executive Officers or the Company and its Directors ISS supports the principle of the proposal. According to ISS' board policy, ISS considers directors who have material transactions with the company as affiliated outsiders. There is a large body of research that shows that interlocking directorships have a positive effect on company performance. The value added by interlocks appears to come from coordination of business activities, reduced transaction costs, and improved access to vital resources and information. However, if an interlocking directorship exposes a company to antitrust liability, or if there is clear evidence of self-dealing, shareholders should be concerned. In this case, the board is not majority independent by ISS standards and two affiliated outside directors sit on key committees. Therefore, ISS believes this proposal warrants shareholder support. 04/20/06 - A Lasalle Hotel Properties *LHO* 517942108 02/10/06 113,683 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/16/06 - A Mid-America Apartment Communities, 59522J103 03/17/06 12,300 Inc. *MAA* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/28/06 - A Pan Pacific Retail Properties, Inc. 69806L104 02/16/06 53,231 *PNP* 1 Elect Directors For For Mgmt 09/14/05 - S ProLogis *PLD* 743410102 08/08/05 135,180 1 Issue Shares in Connection with an For For Mgmt Acquisition Based on our review of the terms of the transaction and the factors described above, in particular the sensible strategic rationale and positive market reaction, we believe that the share issuance warrants shareholder support. 05/26/06 - A ProLogis *PLD* 743410102 03/16/06 159,380 1 Elect Directors For Split Mgmt 1.1 Elect Director K. Dane Brooksher --- For We recommend a vote FOR the directors with the exception of independent outsider William D. Zollars. We recommend that shareholders WITHHOLD votes from William D. Zollars for sitting on more than three boards while serving as a CEO. 1.2 Elect Director Stephen L. Feinberg --- For 1.3 Elect Director George L. Fotiades --- For 1.4 Elect Director Christine N. Garvey --- For 1.5 Elect Director Donald P. Jacobs --- For 1.6 Elect Director Walter C. Rakowich --- For 1.7 Elect Director Nelson C. Rising --- For 1.8 Elect Director Jeffrey H. Schwartz --- For 1.9 Elect Director D. Michael Steuert --- For 1.10 Elect Director J. Andre Teixeira --- For 1.11 Elect Director William D. Zollars --- Withhold 1.12 Elect Director Andrea M. Zulberti --- For 2 Approve Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 4.97 percent is within the allowable cap for this company of 5.00 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/02/06 - A Regency Centers Corp. *REG* 758849103 03/17/06 41,452 1 Elect Directors For For Mgmt 1.1 Elect Director Martin E. Stein, Jr. --- For We recommend a vote FOR the directors. 1.2 Elect Director Raymond L. Bank --- For 1.3 Elect Director C. Ronald Blankenship --- For 1.4 Elect Director A.R. Carpenter --- For 1.5 Elect Director J. Dix Druce --- For 1.6 Elect Director Mary Lou Fiala --- For 1.7 Elect Director Bruce M. Johnson --- For 1.8 Elect Director Douglas S. Luke --- For 1.9 Elect Director John C. Schweitzer --- For 1.10 Elect Director Thomas G. Wattles --- For 1.11 Elect Director Terry N. Worrell --- For 2 Ratify Auditors For For Mgmt 05/11/06 - A Simon Property Group, Inc. *SPG* 828806109 03/09/06 187,145 1 Elect Directors For Split Mgmt 1.1 Elect Director Birch Bayh --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Birch Bayh. We recommend that shareholders WITHHOLD votes from Birch Bayh for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Melvyn E. Bergstein --- For 1.3 Elect Director Linda Walker Bynoe --- For 1.4 Elect Director Karen N. Horn, Ph.D. --- For 1.5 Elect Director Reuben S. Leibowitz --- For 1.6 Elect Director J. Albert Smith, Jr. --- For 1.7 Elect Director Pieter S. van den Berg --- For 2 Amend Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 2.16 percent is within the allowable cap for this company of 5.00 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 4 Require a Majority Vote for the Election of Against For ShrHoldr Directors ISS advocates that the director election system give full effect to the shareholder franchise. ISS views director election reform as a multi-year, multi-step process. ISS' approach to the issue will likely evolve over time as the marketplace advances the debate. We feel that the company's current policy that directors who receive a majority of withhold votes tender their resignation is a move toward a more democratic voting process. However, we do not believe that this resignation policy is a sufficient alternative to the proposed majority voting standard. ISS feels that support for this proposal, coupled with continued debate on election reforms, will allow the director election system to evolve to the next level. 05/17/06 - A SL Green Realty Corp. *SLG* 78440X101 03/15/06 118,669 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/02/06 - A Starwood Hotels & Resorts Worldwide, 85590A203 03/14/06 96,400 Inc. *HOT* 1 Elect Directors For Split Mgmt 1.1 Elect Director Steven J. Heyer --- Withhold We recommend a vote for Lizanne Galbreath, but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from insider Steven J. Heyer, independent outsiders Charlene Barshefsky, Jean-Marc Chapus, Bruce W. Duncan, Eric Hippeau, Stephen R. Quazzo, Thomas O. Ryder, Daniel W. Yih and Kneeland C. Youngblood for failure to implement a majority-approved shareholder proposal on confidential voting. 1.2 Elect Director Charlene Barshefsky --- Withhold 1.3 Elect Director Jean-Marc Chapus --- Withhold 1.4 Elect Director Bruce W. Duncan --- Withhold 1.5 Elect Director Lizanne Galbreath --- For 1.6 Elect Director Eric Hippeau --- Withhold 1.7 Elect Director Stephen R. Quazzo --- Withhold 1.8 Elect Director Thomas O. Ryder --- Withhold 1.9 Elect Director Daniel W. Yih --- Withhold 1.10 Elect Director Kneeland C. Youngblood --- Withhold 2 Ratify Auditors For For Mgmt 05/02/06 - A Sunstone Hotel Investors, Inc. *SHO* 867892101 03/20/06 117,616 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/12/06 - A Tanger Factory Outlet Centers, Inc. 875465106 03/27/06 30,712 *SKT* 1 Elect Directors For Split Mgmt 1.1 Elect Director Stanley K. Tanger --- Withhold We recommend a vote FOR the directors with the exception of insiders Stanley K. Tanger and Steven B. Tanger and affiliated outsider Thomas E. Robinson. We recommend that shareholders WITHHOLD votes from Stanley K. Tanger and Steven B. Tanger for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Thomas E. Robinson for failure to establish a majority independent board and for standing as an affiliated outsider on the Compensation and Nominating committees. 1.2 Elect Director Steven B. Tanger --- Withhold 1.3 Elect Director Jack Africk --- For 1.4 Elect Director William G. Benton --- For 1.5 Elect Director Thomas E. Robinson --- Withhold 1.6 Elect Director Allan L. Schuman --- For 06/01/06 - A The Macerich Co. *MAC* 554382101 03/14/06 21,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Performance-Based and/or Time Based Equity Against For ShrHoldr Awards ISS is concerned that the only portion of executive compensation that is performance-driven is the annual, short-term incentive program, and it is not benchmarked against a peer group or index, and there is no long-term incentive compensation program. While the safe harbor rules exempt the disclosure of competitive information, companies have disclosed specific performance hurdles which executives must meet in order to profit from performance-based programs. Under ISS' compensation policies, standard stock options and time-vesting restricted shares are not considered performance-based compensation. A rise in the stock market or the passage of time can provide automatic gains without the executives exhibiting any demonstrated effort. The company is in the Real Estate business, which is a stable and mature industry. ISS believes that the proponent's pay-for-superior-performance standard is feasible for the company given its line of business. The company's annual and long-term incentive programs do not sufficiently meet the proponent's requirements. Therefore, ISS supports this shareholder proposal. 05/02/06 - A United Dominion Realty Trust, Inc. 910197102 03/17/06 62,405 *UDR* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt The plan has already been approved by shareholders. Given that the company will be entitled to a business expense deduction due to the favorable tax treatment attributable to Section 162(m), ISS believes this proposal warrants shareholder approval. 05/19/06 - A Ventas, Inc. *VTR* 92276F100 03/20/06 172,897 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 7.90 percent is within the allowable cap for this company of 12.39 percent. Additionally, this plan expressly forbids repricing. 4 Approve Non-Employee Director Omnibus Stock For For Mgmt Plan VI. Vote RecommendationThe total cost of the company's plans of 4.03 percent is within the allowable cap for this company of 12.39 percent. Additionally, this plan expressly forbids repricing. 05/18/06 - A Vornado Realty Trust *VNO* 929042109 04/14/06 95,100 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt V. Vote RecommendationThe total cost of the company's plans of 9.15 percent is above the allowable cap for this company of 5.00 percent. 3 Ratify Auditors For For Mgmt
Fund Name: Principal Variable Contracts - Short-Term Bond Sub Advisor: Principal Global Investors, LLC Issuer Ticker Cusip Meeting Matter Proposed by Did Vote? Was Voted For or Date Voted On Issuer or Registrant Against Management? S/H? Vote? No Proxies Voted.
Fund: Principal Variable Contracts Fund, Inc. - SmallCap Account Sub-Advisor: Principal Global Investors, LLC
-------------------------------------------------------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Vote Summary Report Jul 01, 2005 - Jun 30, 2006 Principal Small Cap - 5040 Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted ------------------- --------------------------------------- ------------- ------------ -------------- ----------- ------------------ ------------------------------------------------------------------------------------------------------------------------------------ 09/15/05 - A Activision, Inc. *ATVI* 004930202 07/18/05 44,466 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt IV. Vote RecommendationBecause this proposal is designed to bring the plan into compliance with Section 162(m) and approval of this item would allow the company to deduct future option grants made under the plan, we recommend a vote FOR this proposal. 3 Amend Qualified Employee Stock Purchase For For Mgmt Plans ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/08/06 - A Agree Realty Corp. *ADC* 008492100 03/13/06 13,936 1 Elect Directors For For Mgmt 05/18/06 - A Aleris International Inc *ARS* 014477103 03/27/06 26,484 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt V. Vote RecommendationWe commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 16.64 percent is above the allowable cap for this company of 11.23 percent. 3 Ratify Auditors For For Mgmt 05/09/06 - A Allete Inc. *ALE* 018522300 03/10/06 11,153 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/08/06 - A Amedisys, Inc. *AMED* 023436108 04/10/06 29,864 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 12.46 percent is within the allowable cap for this company of 14.07 percent. Additionally, this plan expressly forbids repricing. 06/09/06 - A Ameristar Casinos, Inc. *ASCA* 03070Q101 05/01/06 33,471 1 Elect Directors For Split Mgmt 1.1 Elect Director Leslie Nathanson Juris --- For We recommend that shareholders vote FOR Leslie Nathanson Juris, but WITHHOLD votes from insider Thomas M. Steinbauer. We recommend that shareholders WITHHOLD votes from Thomas M. Steinbauer for failure to establish an independent nominating committee. 1.2 Elect Director Thomas M. Steinbauer --- Withhold 05/18/06 - A Anixter International Inc. *AXE* 035290105 03/31/06 17,449 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 9.79 percent is within the allowable cap for this company of 15.92 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 04/20/06 - S Ansoft Corp. *ANST* 036384105 03/23/06 24,176 1 Increase Authorized Common Stock For For Mgmt The requested increase of 25,000,000 shares is below the allowable threshold of 33,750,000 shares. 2 Approve Omnibus Stock Plan For Against Mgmt V. Vote RecommendationThe total cost of the company's plans of 20.45 percent is above the allowable cap for this company of 20.30 percent. 06/15/06 - A Ansys, Inc. *ANSS* 03662Q105 05/03/06 17,334 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt The requested increase of 100,000,000 shares is below the allowable threshold of 115,000,000 shares. 3 Amend Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 14.03 percent is within the allowable cap for this company of 20.15 percent. Additionally, this plan expressly forbids repricing. 4 Ratify Auditors For For Mgmt 10/12/05 - A Apollo Investment Corporation 03761U106 08/25/05 42,829 1 Elect Directors For For Mgmt 1.1 Elect Director Martin E. Franklin --- For We recommend that shareholders vote FOR the directors. 1.2 Elect Director Carl Spielvogel --- For 05/03/06 - A Arch Capital Group Ltd *ACGL* G0450A105 03/28/06 16,072 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 1.1 Elect Director Constantine Iordanou --- For 1.2 Elect Director James J. Meenaghan --- For 1.3 Elect Director John M. Pasquesi --- For 1.4 Elect Director James J. Ansaldi --- For This resolution is not problematic. Typically, the board of directors determines the directors of subsidiary boards (unless the subsidiary is publicly listed). ISS believes the responsibility of appointing directors of subsidiaries is best left to the management of the group. 1.5 Elect Director Graham B. Collis --- For 1.6 Elect Director Marc Grandisson --- For 1.7 Elect Director W. Preston Hutchings --- For 1.8 Elect Director Constantine Iordanou --- For 1.9 Elect Director Ralph E. Jones III --- For 1.10 Elect Director Thomas G. Kaiser --- For 1.11 Elect Director Mark D. Lyons --- For 1.12 Elect Director Nicholas J. Metcalf --- For 1.13 Elect Director Martin J. Nilsen --- For 1.14 Elect Director Nicolas Papadopoulo --- For 1.15 Elect Director Michael Quinn --- For 1.16 Elect Director Maamoun Rajeh --- For 1.17 Elect Director Paul S. Robotham --- For 1.18 Elect Director Robert T. Van Gieson --- For 1.19 Elect Director John D. Vollaro --- For 2 TO RATIFY THE SELECTION OF For For Mgmt PRICEWATERHOUSECOOPERS LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006. 05/30/06 - A ARES CAP CORP 04010L103 04/12/06 69,694 1 Elect Directors For For Mgmt 1.1 Elect Director Robert L. Rosen --- For We recommend a vote FOR the directors. 1.2 Elect Director Bennett Rosenthal --- For 2 Ratify Auditors For For Mgmt 3 Approve Investment Advisory Agreement For For Mgmt The new agreement would be substantially similar to the old agreement. In this case it seems to be in shareholders' interests to approve these technically new agreements, as the quality of services would not change, and the fund's assets will be managed by the same personnel in the same manner under the new agreements. 04/18/06 - A Arkansas Best Corp. *ABFS* 040790107 02/21/06 16,551 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/06 - A Astec Industries, Inc. *ASTE* 046224101 02/17/06 23,239 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 8.44 percent is within the allowable cap for this company of 11.24 percent. Additionally, this plan expressly forbids repricing. 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 06/28/06 - A BE Aerospace, Inc. *BEAV* 073302101 05/02/06 4,640 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 7.79 percent is within the allowable cap for this company of 8.92 percent. Additionally, this plan expressly forbids repricing. 3 Increase Authorized Common Stock For For Mgmt The requested increase of 100,000,000 shares is below the allowable threshold of 155,000,000 shares. 4 Implement MacBride Principles Against Against ShrHoldr ISS encourages BE Aerospace to implement and disclose a code of conduct that discusses the company's policies on workplace labor rights. However, based on the fact that the existing reporting requirements are substantially similar to the MacBride Principles, the potential difficulties associated with full implementation of the Principles, and the lack of any recent controversies regarding the company's operations in placecountry-regionNorthern Ireland, we recommend that shareholders oppose this request. 05/17/06 - A Berry Petroleum Co. *BRY* 085789105 03/20/06 11,998 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt Since both of the requested increases are below the allowable threshold for the company, ISS recommends a vote FOR this bundled proposal. 05/19/06 - A BIOMED REALTY TRUST INC *BMR* 09063H107 03/31/06 13,942 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/14/06 - A Blackboard Inc *BBBB* 091935502 04/17/06 1,000 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plan of 13.17 percent is within the allowable cap for this company of 16.63 percent. 3 Ratify Auditors For For Mgmt 12/21/05 - S placeBrandywine Realty Trust *BDN* 105368203 11/15/05 12,141 1 Issue Shares in Connection with an For For Mgmt Acquisition The board states as reasons for the merger, among others: (1) the opportunity for the combined company to replicate Brandywine's regional approach to owning and managing real estate in three dynamic markets where Prentiss has a strong presence: Metro Washington, D.C., Oakland, California and Austin, Texas, each of which is projected to have higher rental rate and job growth characteristics than Brandywine's current markets, (2) the opportunity to acquire through a single transaction a portfolio of high-quality properties, together with an experienced management team, that could not be easily replicated through acquisitions of individual assets, (3) the value-added development opportunities in high growth markets afforded to Brandywine by the developable land owned by Prentiss, and (4) the ability of the combined company to generate internal capital and to deploy its capital in an increased number of core-targeted markets, affording the combined company more consistent avenues of growth.Based on our review of the terms of the transaction and the factors described above, specifically the sensible strategic rationale, we believe that the merger agreement warrants shareholder support. 11/17/05 - A CACI International, Inc. *CAI* 127190304 09/26/05 10,676 1 Elect Directors For Split Mgmt 1.1 Elect Director Herbert W. Anderson --- For We recommend a vote FOR the directors with the exception of independent outsider Arthur L. Money. We recommend that shareholders WITHHOLD votes from Arthur L. Money for sitting on more than six boards. 1.2 Elect Director Michael J. Bayer --- For 1.3 Elect Director Peter A. Derow --- For 1.4 Elect Director Richard L. Leatherwood --- For 1.5 Elect Director J. Phillip London --- For 1.6 Elect Director Barbara A. McNamara --- For 1.7 Elect Director Arthur L. Money --- Withhold 1.8 Elect Director Warren R. Phillips --- For 1.9 Elect Director Charles P. Revoile --- For 1.10 Elect Director Larry D. Welch --- For 05/02/06 - A Capital Corporation Of The West 140065202 03/03/06 16,757 *CCOW* 1 Elect Directors For For Mgmt 05/10/06 - A Center Financial Corp. *CLFC* 15146E102 03/13/06 31,598 1 placePlaceNameChange PlaceTypeRange for For For Mgmt Size of the Board ISS believes that the proposed changes are relatively minor and that they are not motivated by a desire to entrench management. 2 Elect Directors For Split Mgmt 2.1 Elect Director Chung Hyun Lee --- For We recommend a vote FOR the directors with the exception of insider Seon Hong Kim. We recommend that shareholders WITHHOLD votes from Seon Hong Kim for failure to establish an independent nominating committee. 2.2 Elect Director Jin Chul Jhung --- For 2.3 Elect Director Peter Y.S. Kim --- For 2.4 Elect Director Seon Hong Kim --- Withhold 3 Approve Omnibus Stock Plan For Against Mgmt V. Vote RecommendationThe total cost of the company's plans of 18.56 percent is above the allowable cap for this company of 11.51 percent. 04/27/06 - A CENTRACORE PROPERTIES TRUST *CPV* 15235H107 03/13/06 25,098 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 02/13/06 - A Central Garden & Pet Co. *CENT* 153527106 12/19/05 12,201 1 Elect Directors For Split Mgmt 1.1 Elect Director William E. Brown --- Withhold We recommend a vote FOR the directors with the exception of insiders William E. Brown, Glenn W. Novotny, and Brooks M. Pennington III. We recommend that shareholders WITHHOLD votes from William E. Brown, Glenn W. Novotny, and Brooks M. Pennington III for failure to establish an independent nominating committee. 1.2 Elect Director Glenn W. Novotny --- Withhold 1.3 Elect Director B.M. Pennington, III --- Withhold 1.4 Elect Director John B. Balousek --- For 1.5 Elect Director David N. Chichester --- For 1.6 Elect Director Alfred A. Piergallini --- For 1.7 Elect Director Bruce A. Westphal --- For 2 Amend Non-Employee Director Omnibus Stock For Against Mgmt Plan V. Vote RecommendationThe total cost of the company's plans of 21.08 percent is above the allowable cap for this company of 9.12 percent. Additionally, the company does not expressly prohibit repricing (is "silent on repricing") under the plan, and has repriced stock options without shareholder approval in the past. 05/03/06 - A Champion Enterprises, Inc. *CHB* 158496109 03/10/06 51,095 1 Elect Directors For For Mgmt 06/22/06 - A Charming Shoppes, Inc. *CHRS* 161133103 05/03/06 3,185 1 Elect Directors For For Mgmt 05/10/06 - A City Holding Co. *CHCO* 177835105 03/17/06 24,296 1 Elect Directors For Withhold Mgmt 1.1 Elect Director David W. Hambrick --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from David W. Hambrick, James L. Rossi, James E. Songer, II, and Mary E. Hooten Williams for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director James L. Rossi --- Withhold 1.3 Elect Director James E. Songer, II --- Withhold 1.4 Elect Director Mary E. Hooten Williams --- Withhold 2 Amend Director Liability Provisions For For Mgmt We believe that, in the long run, this flexibility is in shareholders' best interests. 3 Increase Supermajority Vote Requirement for For Against Mgmt Removal of Directors We believe shareholders should maintain their current rights to approve the removal of directors through a majority vote. As such, we do not believe that support of this item is warranted. 4 Amend Articles/Bylaws/Charter General For Against Mgmt Matters We do not believe that this item warrants shareholder support. 5 Ratify Auditors For For Mgmt 01/26/06 - A Commercial Metals Co. *CMC* 201723103 11/28/05 18,594 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt The requested increase of 100,000,000 shares is below the allowable threshold of 150,000,000 shares. 3 Eliminate/Adjust Par Value of Common Stock For For Mgmt Adjusting par value is a routine financing decision that warrants shareholder support. 4 Ratify Auditors For For Mgmt 05/16/06 - A Commercial Vehicle Group, Inc. *CVGI* 202608105 03/31/06 21,375 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt V. Vote RecommendationAlthough the total cost of the company's plans of 9.03 percent is within the allowable cap for this company of 14.83 percent, the plan allows repricing of underwater stock options without shareholder approval, which we believe reduces the incentive value of the plan. 3 Ratify Auditors For For Mgmt 04/25/06 - A Community Trust Bancorp, Inc. *CTBI* 204149108 02/28/06 15,862 1 Elect Directors For Split Mgmt 1.1 Elect Director Charles J. Baird --- For We recommend that shareholders vote FOR the directors with the exception of independent outsider Nick A. Cooley. We recommend that shareholders WITHHOLD votes from Nick A. Cooley for poor attendance. 1.2 Elect Director Nick A. Cooley --- Withhold 1.3 Elect Director William A. Graham, Jr. --- For 1.4 Elect Director Jean R. Hale --- For 1.5 Elect Director James E. Mcghee Ii --- For 1.6 Elect Director M. Lynn Parrish --- For 1.7 Elect Director Paul E. Patton --- For 1.8 Elect Director Dr. James R. Ramsey --- For 2 Approve Omnibus Stock Plan For Against Mgmt V. Vote RecommendationWe commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 10.13 percent is above the allowable cap for this company of 9.23 percent. 3 Ratify Auditors For For Mgmt 12/06/05 - A Comtech Telecommunications Corp. 205826209 10/07/05 31,262 *CMTL* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt The requested increase of 70,000,000 shares is below the allowable threshold of 73,500,000 shares. 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation*Executive officers received greater than 25% of the aggregate equity awards granted by the company in 2005.The total cost of the company's plans of 15.61 percent is within the allowable cap for this company of 19.98 percent. Additionally, this plan expressly forbids repricing. 4 Ratify Auditors For For Mgmt 07/28/05 - A Consolidated Graphics, Inc. *CGX* 209341106 06/15/05 14,886 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Joe R. Davis --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from insider Joe R. Davis and independent outsider Hugh N. West, M.D. for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director Hugh N. West, M.D. --- Withhold 05/23/06 - A Deerfield Triarc Capital Corp. *DFR* 244572301 04/04/06 55,793 1 Elect Directors For For Mgmt 1.1 Elect Director Gregory H. Sachs --- For We recommend a vote FOR the directors. 1.2 Elect Director Howard Rubin --- For 2 Ratify Auditors For For Mgmt 05/24/06 - A Denny's Corporation *DENN* 24869P104 03/28/06 162,686 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/23/06 - A Digital Insight Corp. *DGIN* 25385P106 03/31/06 32,064 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/22/06 - A Dov Pharmaceutical, Inc. *DOVP* 259858108 04/05/06 21,372 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 12.88 percent is within the allowable cap for this company of 16.14 percent. 3 Ratify Auditors For For Mgmt 06/15/06 - A DUSA Pharmaceuticals, Inc. *DUSA* 266898105 04/19/06 69,997 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For Against Mgmt V. Vote RecommendationThe total cost of the company's plan of 29.69 percent is above the allowable cap for this company of 17.05 percent. 3 Ratify Auditors For For Mgmt 08/04/05 - A Eagle Materials Inc. *EXP* 26969P108 06/10/05 11,312 1 Ratify Auditors For For Mgmt 04/11/06 - S Eagle Materials Inc. *EXP* 26969P108 03/08/06 19,590 1 Amend Articles to Reclassify Common and For For Mgmt Class B Common Stock 04/26/06 - A Energen Corp. *EGN* 29265N108 03/03/06 30,607 1 Elect Directors For For Mgmt 05/10/06 - A Entertainment Properties Trust *EPR* 29380T105 02/15/06 21,244 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/06 - A Equity Inns, Inc. *ENN* 294703103 03/15/06 57,618 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/06 - A First Midwest Bancorp, Inc. *FMBI* 320867104 03/24/06 24,877 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt III. Vote RecommendationThe additional performance criteria proposed as well as adding an additional award type are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Moreover, preservation of the full deductibility under Section 162(m) of performance-based compensation paid to the company's executive officers reduces the company's corporate tax obligation. 04/25/06 - A FMC Corp. *FMC* 302491303 03/01/06 15,504 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 11.40 percent is within the allowable cap for this company of 11.66 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 05/10/06 - A FreightCar America, Inc. *RAIL* 357023100 03/31/06 1,700 1 Amend Articles/Bylaws/Charter General For For Mgmt Matters This amendment is administrative in nature and is consistent with the intent already reflected in the company's certificate of incorporation to maintain a classified board structure pursuant to which approximately one-third of directors are subject to election every three years. Accordingly, approval of this amendment would not have an adverse effect on the company's shareholders. 2 Elect Directors For Split Mgmt 2.1 Elect Director Robert N. Tidball --- For We recommend a vote FOR the directors with the exception of affiliated outsider James D. Cirar. We recommend that shareholders WITHHOLD votes from James D. Cirar for standing as an affiliated outsider on the Nominating Committee. 2.2 Elect Director S. Carl Soderstrom, Jr --- For 2.3 Elect Director James D. Cirar --- Withhold 2.4 Elect Director Thomas M. Fitzpatrick --- For 2.5 Elect Director Thomas A. Madden --- For 3 Ratify Auditors For For Mgmt 04/26/06 - A Frontier Oil Corp. *FTO* 35914P105 03/07/06 20,001 1 Elect Directors For Split Mgmt 1.1 Elect Director James R. Gibbs --- For We recommend a vote FOR the directors with the exception of independent outsider Paul B. Loyd, Jr. We recommend that shareholders WITHHOLD votes from Paul B. Loyd, Jr. for poor attendance. 1.2 Elect Director Douglas Y. Bech --- For 1.3 Elect Director G. placeClyde Buck --- For 1.4 Elect Director T. Michael Dossey --- For 1.5 Elect Director James H. Lee --- For 1.6 Elect Director Paul B. Loyd, Jr. --- Withhold 1.7 Elect Director Michael E. Rose --- For 2 Amend Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 7.41 percent is within the allowable cap for this company of 8.11 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 06/09/06 - S Frontier Oil Corp. *FTO* 35914P105 05/11/06 22,334 1 Increase Authorized Common Stock For For Mgmt The requested increase of 90,000,000 shares is below the allowable threshold of 144,000,000 shares. 05/02/06 - A Gardner Denver, Inc. *GDI* 365558105 03/03/06 14,242 1 Elect Directors For For Mgmt 2 Approve Increase in Common Stock and a For For Mgmt Stock Split This proposal seeks to increase authorized common stock by 50,000,000 shares, which is 30,000,000 shares below the allowable increase of 80,000,000 shares. 06/28/06 - A Genesco Inc. *GCO* 371532102 04/25/06 8,905 1 Elect Directors For Split Mgmt 1.1 Elect Director James S. Beard --- For We recommend a vote FOR the directors with the exception of independent outsider Kathleen Mason. We recommend that shareholders WITHHOLD votes from Kathleen Mason for sitting on more than three boards. 1.2 Elect Director Leonard L. Berry --- For 1.3 Elect Director William F. Blaufuss,Jr. --- For 1.4 Elect Director James W. Bradford --- For 1.5 Elect Director Robert V. Dale --- For 1.6 Elect Director Matthew C. Diamond --- For 1.7 Elect Director Marty G. Dickens --- For 1.8 Elect Director Ben T. Harris --- For 1.9 Elect Director Kathleen Mason --- Withhold 1.10 Elect Director Hal N. Pennington --- For 1.11 Elect Director W.A. Williamson, Jr. --- For 2 Ratify Auditors For For Mgmt 04/20/06 - A Genlyte Group, Inc. (The) *GLYT* 372302109 03/01/06 15,735 1 Elect Directors For For Mgmt 08/08/05 - A Global Imaging Systems Inc. *GISX* 37934A100 07/08/05 10,556 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 10.07 percent is within the allowable cap for this company of 18.35 percent. Additionally, this plan expressly forbids repricing. 05/16/06 - A Global Industries, Ltd. *GLBL* 379336100 03/31/06 36,080 1 Elect Directors For Split Mgmt 1.1 Elect Director William J. Dore --- For We recommend that shareholders vote FOR the directors with the exception of independent outsider Luis K. Te'llez. We recommend that shareholders WITHHOLD votes from Luis K. Te'llez for poor attendance. 1.2 Elect Director John A. Clerico --- For 1.3 Elect Director Edward P. Djerejian --- For 1.4 Elect Director Larry E. Farmer --- For 1.5 Elect Director Edgar G. Hotard --- For 1.6 Elect Director Richard A. Pattarozzi --- For 1.7 Elect Director James L. Payne --- For 1.8 Elect Director Michael J. Pollock --- For 1.9 Elect Director Luis K. Tellez --- Withhold 2 Ratify Auditors For For Mgmt 09/21/05 - A Global Payments, Inc. *GPN* 37940X102 08/05/05 8,940 1 Elect Directors For For Mgmt 01/31/06 - A Gold Kist Inc. *GKIS* 380614107 12/06/05 36,855 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/06 - A Gramercy Capital Corp *GKK* 384871109 03/15/06 35,761 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/06 - A Greene County Bancshares Inc *GCBS* 394361208 03/17/06 25,095 1 Elect Directors For For Mgmt 05/08/06 - A Helix Energy Solutions Inc *HELX* 42330P107 03/21/06 20,446 1 Elect Directors For For Mgmt 03/01/06 - A Helmerich & Payne, Inc. *HP* 423452101 01/09/06 15,247 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 5.67 percent is within the allowable cap for this company of 5.94 percent. Additionally, this plan expressly forbids repricing. 06/23/06 - S Helmerich & Payne, Inc. *HP* 423452101 05/08/06 15,247 1 Increase Authorized Common Stock For For Mgmt The requested increase of 80,000,000 shares is below the allowable threshold of 128,000,000 shares. 05/11/06 - A Hub Group, Inc. *HUBG* 443320106 03/15/06 14,273 1 Elect Directors For Split Mgmt 1.1 Elect Director Phillip C. Yeager --- Withhold We recommend a vote FOR the directors with the exception of insiders Phillip C. Yeager, David P. Yeager and Mark A. Yeager. We recommend that shareholders WITHHOLD votes from Phillip C. Yeager for failure to establish a majority independent board and for poor attendance, and from David P. Yeager and Mark A. Yeager for failure to establish a majority independent board. 1.2 Elect Director David P. Yeager --- Withhold 1.3 Elect Director Mark A. Yeager --- Withhold 1.4 Elect Director Gary D. Eppen --- For 1.5 Elect Director Charles R. Reaves --- For 1.6 Elect Director Martin P. Slark --- For 01/25/06 - A Hutchinson Technology 448407106 12/01/05 14,864 Incorporated *HTCH* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/26/06 - PC InfoUSA Inc. *IUSA* 456818301 04/04/06 84,164 Management Proxy (White Card) 1 Elect Directors For DoNotVote Mgmt 2 Amend articles/bylaws/charter -- Filling Against DoNotVote ShrHoldr Vacancies Dissident Proxy (Blue Card) 1 Elect Directors (Opposition Slate) For For Mgmt 2 Amend articles/bylaws/charter -- Filling For DoNotVote ShrHoldr Vacancies 09/15/05 - A Integrated Device Technology, Inc. 458118106 07/27/05 37,158 *IDTI* 1 Elect Directors For For Mgmt 2 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 3 Ratify Auditors For For Mgmt 09/15/05 - S Integrated Device Technology, Inc. 458118106 08/08/05 37,158 *IDTI* 1 Issue Shares in Connection with an For For Mgmt Acquisition Based on our review of the terms of the transaction and the factors described above, particularly the the strategic benefits, we believe that the share issuance warrants shareholder support. 2 Amend Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 11.66 percent is within the allowable cap for this company of 18.45 percent. Additionally, this plan expressly forbids repricing. 3 Adjourn Meeting For For Mgmt Given that the merger warrants shareholder support, we recommend in favor of this proposal. 4 Other Business None Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/26/06 - A Internet Security Systems, Inc. 46060X107 04/07/06 30,592 *ISSX* 1 Elect Directors For For Mgmt 06/14/06 - A Inventiv Health, Inc. *VTIV* 922793104 05/05/06 33,444 1 Elect Directors For For Mgmt 2 Change Company Name For For Mgmt Because it is unlikely that the name change would have a negative financial impact on the company, ISS recommends supporting the proposal. 3 Approve Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 12.62 percent is within the allowable cap for this company of 13.91 percent. Additionally, this plan expressly forbids repricing. 4 Ratify Auditors For For Mgmt 08/11/05 - S iShares Trust 464287655 04/25/05 9,481 1 Elect Directors For For Mgmt 2 Approve Change of Fundamental Investment For For Mgmt Policy - Senior Securities Historically, most amendments to a fund's fundamental restrictions have not been significant enough to alter a fund's investment strategy. That said, with the elimination of certain fundamental restrictions such as those that involve hedging tactics, there is an increased risk to a shareholder's investment. However, since the fundamental investment objective is the rule that governs all of a fund's investment strategies, specific restraints are placed on riskier practices by virtue of the investment objective, which remains unchanged. As a result, ISS generally approves of amendments or the elimination of certain fundamental restrictions, which as a result of changes in SEC policy and state securities laws, are outdated or obsolete, and therefore unfairly hamstring a fund that was created prior to the changes in regulatory law. 3 Approve Change of Fundamental Investment For For Mgmt Policy - Lending 4 Approve Change of Fundamental Investment For For Mgmt Objective to Non-fundamental Although historically most amendments to a fund's limitations have not been significant enough to change the fundamental investment strategy, this has been changing in recent years. Some funds have sought to avoid investment restrictions by reclassifying some of their investment restrictions as non-fundamental, thereby removing the shareholder approval requirement. Other funds have sought shareholder approval to make non-fundamental the fundamental investment objective, the one clear goal around which the other restrictions are constructed.The funds' fundamental investment objectives are the central purpose that all of the other investment policies in the funds' bylaws and charter are created to support. Without firm investment objectives, the funds' goals and intents, which initially attracted investors to a particular fund, could change radically. The investment objective of each iShares Fund is to seek investment results that correspond generally to the price and yield performance of a specified underlying index. The indexes used by the funds are licensed from various third party index providers. These index providers sometimes make significant changes to the construction or methodology of an index. To the extent the index construction or methodology of an index is superior to an index covering the same general market, ISS does not believe shareholder interests would be advanced by requiring a fund to incur the costs of a proxy solicitation to change the underlying index. Additionally, the board does not seek the authority to, for example, change a large-cap fund to a mid-cap fund. Rather, the board seeks authority to change from one index to another index representing the same general market segment and objective. ISS does not view the change as one that would have a significant material impact on the funds' operation. The investment objectives currently remain unchanged and the funds will continue to invest in a similar fashion. Therefore, ISS supports this proposal. 5 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 08/11/05 - S iShares Trust 464287804 04/25/05 4,000 1 Elect Directors For For Mgmt 2 Approve Change of Fundamental Investment For For Mgmt Policy - Senior Securities Historically, most amendments to a fund's fundamental restrictions have not been significant enough to alter a fund's investment strategy. That said, with the elimination of certain fundamental restrictions such as those that involve hedging tactics, there is an increased risk to a shareholder's investment. However, since the fundamental investment objective is the rule that governs all of a fund's investment strategies, specific restraints are placed on riskier practices by virtue of the investment objective, which remains unchanged. As a result, ISS generally approves of amendments or the elimination of certain fundamental restrictions, which as a result of changes in SEC policy and state securities laws, are outdated or obsolete, and therefore unfairly hamstring a fund that was created prior to the changes in regulatory law. 3 Approve Change of Fundamental Investment For For Mgmt Policy - Lending 4 Approve Change of Fundamental Investment For For Mgmt Objective to Non-fundamental Although historically most amendments to a fund's limitations have not been significant enough to change the fundamental investment strategy, this has been changing in recent years. Some funds have sought to avoid investment restrictions by reclassifying some of their investment restrictions as non-fundamental, thereby removing the shareholder approval requirement. Other funds have sought shareholder approval to make non-fundamental the fundamental investment objective, the one clear goal around which the other restrictions are constructed.The funds' fundamental investment objectives are the central purpose that all of the other investment policies in the funds' bylaws and charter are created to support. Without firm investment objectives, the funds' goals and intents, which initially attracted investors to a particular fund, could change radically. The investment objective of each iShares Fund is to seek investment results that correspond generally to the price and yield performance of a specified underlying index. The indexes used by the funds are licensed from various third party index providers. These index providers sometimes make significant changes to the construction or methodology of an index. To the extent the index construction or methodology of an index is superior to an index covering the same general market, ISS does not believe shareholder interests would be advanced by requiring a fund to incur the costs of a proxy solicitation to change the underlying index. Additionally, the board does not seek the authority to, for example, change a large-cap fund to a mid-cap fund. Rather, the board seeks authority to change from one index to another index representing the same general market segment and objective. ISS does not view the change as one that would have a significant material impact on the funds' operation. The investment objectives currently remain unchanged and the funds will continue to invest in a similar fashion. Therefore, ISS supports this proposal. 5 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/03/06 - A J2 Global Communications, Inc. *JCOM* 46626E205 03/07/06 13,512 1 Elect Directors For Split Mgmt 1.1 Elect Director Douglas Y. Bech --- For We recommend a vote FOR the directors with the exception of affiliated outsiders Richard S. Ressler and John F. Reiley. We recommend that shareholders WITHHOLD votes from Richard S. Ressler and John F. Reiley for failure to establish an independent nominating committee. 1.2 Elect Director Robert J. Cresci --- For 1.3 Elect Director John F. Reiley --- Withhold 1.4 Elect Director Richard S. Ressler --- Withhold 1.5 Elect Director Michael P. Schulhof --- For 2 Increase Authorized Common Stock For For Mgmt The requested increase of 45,000,000 shares is below the allowable threshold of 70,000,000 shares. 3 Amend Stock Option Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 11.25 percent is within the allowable cap for this company of 20.27 percent. 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/27/06 - A Journal Communications, Inc. *JRN* 481130102 02/27/06 27,737 1 Elect Directors For For Mgmt 2 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt This proposal eliminates the timeframe for the sale or conversion transactions that are currently available, and does not impair shareholders . 10/25/05 - A Kennametal, Inc. *KMT* 489170100 09/06/05 14,660 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For Mgmt 05/03/06 - A KKR Financial Corp. *KFN* 482476306 03/27/06 25,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/03/06 - A Kopin Corp. *KOPN* 500600101 03/17/06 92,989 1 Elect Directors For Split Mgmt 1.1 Elect Director John C.C. Fan --- For We recommend a vote FOR the directors with the exception of affiliated outsider David E. Brook. We recommend that shareholders WITHHOLD votes from David E. Brook for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director David E. Brook --- Withhold 1.3 Elect Director Andrew H. Chapman --- For 1.4 Elect Director Morton Collins --- For 1.5 Elect Director Chi Chia Hsieh --- For 1.6 Elect Director Michael J. Landine --- For 2 Amend Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 7.76 percent is within the allowable cap for this company of 17.98 percent. 3 Ratify Auditors For For Mgmt 09/13/05 - A Korn Ferry International *KFY* 500643200 07/19/05 36,613 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 06/15/06 - A Kyphon Inc *KYPH* 501577100 04/20/06 27,888 1 Elect Directors For For Mgmt 2 Approve Qualified Employee Stock Purchase For For Mgmt Plan ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 3 Ratify Auditors For For Mgmt 05/17/06 - A Labor Ready, Inc. *LRW* 505401208 03/29/06 37,464 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/01/06 - A Landrys Restaurants, Inc *LNY* 51508L103 04/19/06 27,883 1 Elect Directors For Split Mgmt 1.1 Elect Director Tilman J. Fertitta --- For We recommend that shareholders vote FOR the directors with the exception of independent outsider Kenneth Brimmer. We recommend that shareholders WITHHOLD votes from Kenneth Brimmer for sitting on more than three boards. 1.2 Elect Director Steven L. Scheinthal --- For 1.3 Elect Director Michael S. Chadwick --- For 1.4 Elect Director Michael Richmond --- For 1.5 Elect Director Joe Max Taylor --- For 1.6 Elect Director Kenneth Brimmer --- Withhold 2 Amend Omnibus Stock Plan For Against Mgmt V. Vote RecommendationThe total cost of the company's plans of 12.03 percent is above the allowable cap for this company of 11.09 percent. 10/26/05 - A LeCroy Corp. *LCRY* 52324W109 09/01/05 26,038 1 Elect Directors For For Mgmt 2 Amend Non-Employee Director Omnibus Stock For For Mgmt Plan V. Vote RecommendationThe total cost of the company's plans of 13.27 percent is within the allowable cap for this company of 19.39 percent. 3 Amend Omnibus Stock Plan For For Mgmt VI. Vote RecommendationThe total cost of the company's plans of 16.2 percent is within the allowable cap for this company of 19.39 percent. 4 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 5 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 04/26/06 - A Lexicon Genetics, Inc. *LEXG* 528872104 03/07/06 105,811 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/10/06 - A Lodgenet Entertainment Corp. *LNET* 540211109 03/24/06 52,065 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 9.55 percent is within the allowable cap for this company of 20.32 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 02/16/06 - A Mapinfo Corp. *MAPS* 565105103 12/20/05 51,110 1 Elect Directors For Split Mgmt 1.1 Elect Director Mark P. Cattini --- For We recommend a vote FOR the directors with the exception of independent outsider Robert P. Schechter. We recommend that shareholders WITHHOLD votes from Robert P. Schechter for sitting on more than three boards. 1.2 Elect Director John C. Cavalier --- For 1.3 Elect Director Joni Kahn --- For 1.4 Elect Director Thomas L. Massie --- For 1.5 Elect Director Simon J. Orebi Gann --- For 1.6 Elect Director Robert P. Schechter --- Withhold 2 Approve Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 8.72 percent is within the allowable cap for this company of 20.15 percent. Additionally, this plan expressly forbids repricing. 3 Amend Non-Employee Director Stock Option For For Mgmt Plan VI. Vote RecommendationThe total cost of the company's plans of 7.69 percent is within the allowable cap for this company of 20.15 percent. 4 Ratify Auditors For For Mgmt 06/15/06 - A Metrologic Instruments, Inc. *MTLG* 591676101 04/21/06 27,896 1 Elect Directors For Split Mgmt 1.1 Elect Director C. Harry Knowles --- Withhold We recommend a vote FOR the directors with the exception of insider C. Harry Knowles. We recommend that shareholders WITHHOLD votes from C. Harry Knowles for standing as an insider on the Compensation Committee and for failure to establish an independent nominating committee. 1.2 Elect Director Stanton L. Meltzer --- For 2 Ratify Auditors For For Mgmt 05/25/06 - A Micrel, Inc. *MCRL* 594793101 03/31/06 32,514 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Qualified Employee Stock Purchase For For Mgmt Plan ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 4 Establish Range For Board Size For For Mgmt 02/22/06 - A Microsemi Corp. *MSCC* 595137100 01/06/06 28,417 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 11/10/05 - A Myriad Genetics, Inc. *MYGN* 62855J104 09/23/05 18,587 1 Elect Directors For Split Mgmt 1.1 Elect Director Walter Gilbert, Ph.D. --- Withhold We recommend shareholders vote FOR Dennis H. Langer, M.D., J.D., but WITHHOLD votes from Arthur H. Hayes, Jr., M.D. for poor attendance and from Walter Gilbert, Ph.D. for standing as an affiliated outsider on the Audit and Compensation committees. 1.2 Elect Director Arthur H. Hayes, Jr., M.D. --- Withhold 1.3 Elect Director Dennis H. Langer M.D. --- For 2 Amend Stock Option Plan For Against Mgmt V. Vote RecommendationThe total cost of the company's plans of 15.12 percent is above the allowable cap for this company of 14.66 percent. 3 Ratify Auditors For For Mgmt 01/06/06 - S Myriad Genetics, Inc. *MYGN* 62855J104 11/15/05 14,540 1 Amend Stock Option Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 11.22 percent is within the allowable cap for this company of 14.66 percent. 06/13/06 - A Nastech Pharmaceutical Company, Inc. 631728409 04/21/06 33,716 *NSTK* 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Dr. Steven C. Quay --- Withhold We recommend withholding votes from all nominees. We recommend shareholders WITHHOLD votes from insider Dr. Steven C. Quay, affiliated outsiders Gerald T. Stanewick and Dr. Ian R. Ferrier, and independent outsiders Susan B. Bayh, J. Carter Beese, Jr., Dr. Alexander D. Cross, Myron Z. Holubiak, Leslie D. Michelson, John V. Pollock, Bruce R. Thaw and Devin N. Wenig for failure to remove the slow-hand feature from the company's poison pill. 1.2 Elect Director Susan B. Bayh --- Withhold 1.3 Elect Director J. Carter Beese, Jr. --- Withhold 1.4 Elect Director Dr. Alexander D. Cross --- Withhold 1.5 Elect Director Dr. Ian R. Ferrier --- Withhold 1.6 Elect Director Myron Z. Holubiak --- Withhold 1.7 Elect Director Leslie D. Michelson --- Withhold 1.8 Elect Director John V. Pollock --- Withhold 1.9 Elect Director Gerald T. Stanewick --- Withhold 1.10 Elect Director Bruce R. Thaw --- Withhold 1.11 Elect Director Devin N. Wenig --- Withhold 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 12.63 percent is within the allowable cap for this company of 15.69 percent. Additionally, this plan expressly forbids repricing. 05/10/06 - A NS Group, Inc. *NSS* 628916108 03/03/06 18,309 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/12/06 - A Oceaneering International, Inc. *OII* 675232102 03/20/06 18,588 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/06 - A OMI Corporation - New *OMM* Y6476W104 03/10/06 46,913 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 6.05 percent is within the allowable cap for this company of 8.30 percent. Additionally, this plan expressly forbids repricing. 09/28/05 - A Omnivision Technologies, Inc. *OVTI* 682128103 08/19/05 29,572 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/24/06 - A Packeteer, Inc. *PKTR* 695210104 03/31/06 24,744 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 11/04/05 - A Paincare Holdings, Inc. *PRZ* 69562E104 09/30/05 185,803 1 Elect Directors For Split Mgmt 1.1 Elect Director Randy Lubinsky --- Withhold We recommend a vote FOR the directors with the exception of insiders Ronald Riewold, Merrill Reuter, M.D., Mark Szporka and Randy Lubinsky, and affiliated outsider Jay L. Rosen, M.D. We recommend that shareholders WITHHOLD votes from Jay L. Rosen, M.D., Ronald Riewold, Merrill Reuter, M.D., Mark Szporka, and Randy Lubinsky for failure to establish an independent nominating committee and for failure to establish a majority independent board. 1.2 Elect Director Mark Szporka --- Withhold 1.3 Elect Director Merrill Reuter, M.D. --- Withhold 1.4 Elect Director Ronald Riewold --- Withhold 1.5 Elect Director Jay L. Rosen, M.D. --- Withhold 1.6 Elect Director Art Hudson --- For 1.7 Elect Director Robert Fusco --- For 1.8 Elect Director Thomas J. Crane --- For 1.9 Elect Director Aldo F. Berti, M.D. --- For 2 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/04/06 - A Pediatrix Medical Group, Inc. *PDX* 705324101 03/15/06 8,503 1 Elect Directors For Split Mgmt 1.1 Elect Director Cesar L. Alvarez --- Withhold We recommend withholding votes from all of the nominees with the exception of new nominee Pascal J. Goldschmidt, M.D. We recommend that shareholders WITHHOLD votes from insider Roger J. Medel, M.D., affiliated outsider Cesar L. Alvarez, and independent outsiders Waldemar A. Carlo, M.D., Michael B. Fernandez, Roger K. Freeman, M.D., Paul G. Gabos, Lawrence M. Mullen and Enrique J. Sosa, Ph.D. for failure to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. We recommend that shareholders vote FOR independent outsider Pascal J. Goldschmidt, M.D. 1.2 Elect Director Waldemar A. Carlo, M.D. --- Withhold 1.3 Elect Director Michael B. Fernandez --- Withhold 1.4 Elect Director Roger K. Freeman, M.D. --- Withhold 1.5 Elect Director Paul G. Gabos --- Withhold 1.6 Elect Director P.J. Goldschmidt, M.D. --- For 1.7 Elect Director Roger J. Medel, M.D. --- Withhold 1.8 Elect Director Lawrence M. Mullen --- Withhold 1.9 Elect Director Enrique J. Sosa, Ph.D. --- Withhold 05/16/06 - A PNM Resources Inc *PNM* 69349H107 03/27/06 32,301 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 09/23/05 - A Polymedica Corp. *PLMD* 731738100 07/27/05 17,060 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 11.39 percent is within the allowable cap for this company of 12.81 percent. Additionally, this plan expressly forbids repricing. More than one quarter of the total shares granted in the last fiscal year were made to current and former top five executives. 3 Ratify Auditors For For Mgmt 01/25/06 - S R.H. Donnelley Corp. *RHD* 74955W307 12/19/05 11,151 1 Approve Merger Agreement For For Mgmt Other Terms:RHD has agreed to repurchase the remaining outstanding convertible preferred stock issued upon completion of the Sprint Publishing and Advertising acquisition in January 2003 and held by investment partnerships affiliated with The Goldman Sachs Group, Inc. for approximately $337 million including accrued dividends. The preferred shares were convertible into approximately 5.2 million RHD common shares as of Sep. 30, 2005.Rationale:This is a horizontal merger of two companies in similar lines of business. Given the continuing consolidation and the increased competition in the directory advertising and local online search industry, Dex Media and R.H. Donnelly both need scale to be able to compete with various competitors in this industry. The deal would not only allow both companies an opportunity to achieve this common goal, but also become the third largest publisher of phone directories in the placecountry-regionUnited States. Through this consolidation both companies are seeking to boost their market share, bolster their strategic positioning, and increase financial and strategic flexibility. Reasons for the merger:The board believes that this merger has a clear and compelling strategic rationale for Donnelly, with clear benefits for the shareholders of the enlarged group. Hence, in reaching its decision to approve the merger agreement, the board considered the following factors:--the absence of a superior alternative comparable to the merger and the fact that the merger will serve to broaden the various strategic options available to Donnelley, including acquiring or combining with other companies or engaging in new joint ventures or strategic alliances; --Increased Size and Scale: The combined company will operate across 28 states with over 600 directories having a total circulation of approximately 73 million, serving over 600,000 local and national advertisers. As a result, the combined company will be the third largest print directory publisher in the States.--Complementary Strengths: The merger will combine Donnelley's sales, in-field marketing and operational execution and expertise, as well as the strength of its senior management team, with Dex Media's product innovation and marketing expertise, particularly in online services. The complementary skill sets and perspectives of the two companies' management teams will result in a combined company management team that has significantly more breadth and depth than the two companies have on a stand-alone basis.--Strategic Positioning: The proposed merger is expected to significantly bolster the strategic positioning of Donnelley's online strategy in both the short and long term. The companies believe that Dex Media already has strong momentum in online local commercial search and an ability to achieve high traffic/usage in its directory coverage areas that can be extended to Donnelley's current directory coverage areas. --Increased Financial and Strategic Flexibility: The companies believe that, because of its increased size and economies of scale, the combined company will have greater financial flexibility, particularly after the debt incurred in connection with the transaction has been reduced, greater liquidity in the market for its securities and the ability to respond to competitive pressures and successfully pursue future transactions necessary to remain competitive. Conclusion:We believe that this merger would benefit Donnelly and its shareholders. While Donnelly and Dex Media are both strong companies independently, a combination of the two would yield a combined entity with greater potential for profitability due to the companies' complementary strengths. A reduction of costs could be expected as a result of combined technologies, purchasing, and distribution, and a merger would also help the company to maintain a strong position in the long run.Based on our review of the terms of the transaction and the factors described above, specifically the sensible strategic rationale, we believe the acquisition warrants shareholder support.. 2 Adjourn Meeting For For Mgmt Given our support for the merger agreement, we recommend a vote in favor of this narrowly-crafted proposal. 06/14/06 - A Ramco-Gershenson Properties Trust 751452202 04/18/06 15,326 *RPT* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 11/15/05 - A Respironics, Inc. *RESP* 761230101 10/03/05 29,556 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 9.15 percent is within the allowable cap for this company of 11.82 percent. In 2005, the company granted in excess of 25 percent of its total equity awards to its top five named executive officers. 04/28/06 - A RTI International Metals, Inc. *RTI* 74973W107 03/01/06 18,587 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/23/06 - A Sierra Health Services, Inc. *SIE* 826322109 03/27/06 18,908 1 Elect Directors For For Mgmt 2 Amend Non-Employee Director Omnibus Stock For For Mgmt Plan V. Vote RecommendationThe total cost of the company's plans of 9.61 percent is within the allowable cap for this company of 12.09 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 04/27/06 - A Southwest Bancorp, Inc. *OKSB* 844767103 03/03/06 40,598 1 Elect Directors For For Mgmt 08/24/05 - S State Financial Services Corp. 856855101 07/06/05 6,858 1 Approve Merger Agreement For For Mgmt State Financial has the right to terminate the merger agreement based upon the performance of the market price of shares of Associated common stock after March 21, 2005, the date of the merger agreement. Under this provision of the merger agreement, State Financial may terminate the merger agreement if: (1) the average closing price of shares of Associated common stock over the ten trading day period ending three trading days prior to the scheduled effective time of the merger is less than $26.99 per share and (2) the number obtained by dividing the average closing price of shares of Associated common stock over the ten trading day period ending three trading days prior to the scheduled effective time of the merger by $26.99 is less than the number obtained by dividing average closing prices of an index of selected peer group stocks over the ten-day trading period ending three trading days prior to the effective time of the merger by the average closing prices of such index on March 21, 2005, and subtracting 0.15 from such quotient. If State Financial's right to terminate the merger agreement under this provision is triggered, Associated may offer to increase the exchange ratio to compensate for the lower value of shares of Associated common stock and State Financial may either accept Associated's offer and complete the merger or terminate the merger agreement. If Associated does not make such an offer, termination of the merger agreement under this provision is triggered.The board states as reasons for the merger, among others: (1) the belief that following the merger, Associated would be well-positioned to grow through possible future acquisitions or expansion, while at the same time not being so large as to reduce Associated's own attractiveness as an acquisition candidate, (2) the fact that shares of Associated common stock have greater liquidity than shares of State Financial common stock and that the combined company would have greater liquidity than either company individually, (3) the fact that State Financial's and Associated's branch locations operate principally in different geographic markets, with limited overlap, (4) the scale, scope, strength and diversity of operations, products and systems that could be achieved by combining State Financial and Associated, (5) the complementary nature of the respective customer bases, business products and skills of State Financial and Associated, which could be expected to result in opportunities to obtain synergies as products are cross-marketed and distributed over broader customer bases and best practices are compared and applied across businesses, and (6) the potential cost saving opportunities and the related potential impact on the combined company's earnings.Based on our review of the terms of the transaction and the factors described above, specifically the market premium and potential synergies, we believe that the merger agreement warrants shareholder support. 2 Adjourn Meeting For For Mgmt Where ISS is supportive of the underlying merger proposal, we are supportive of a narrowly-tailored adjournment proposal that seeks adjournment solely to solicit additional proxies to approve the underlying transaction. 06/06/06 - A Stein Mart, Inc. *SMRT* 858375108 03/31/06 29,554 1 Elect Directors For Split Mgmt 1.1 Elect Director Alvin R. Carpenter --- For We recommend a vote FOR the directors with the exception of independent outsider Martin E. Stein, Jr. We recommend that shareholders WITHHOLD votes from Martin E. Stein, Jr. for sitting on more than three boards. 1.2 Elect Director Linda McFarland Farthing --- For 1.3 Elect Director Michael D. Fisher --- For 1.4 Elect Director Mitchell W. Legler --- For 1.5 Elect Director Michael D. Rose --- For 1.6 Elect Director Richard L. Sisisky --- For 1.7 Elect Director Jay Stein --- For 1.8 Elect Director Martin E. Stein, Jr. --- Withhold 1.9 Elect Director J. Wayne Weaver --- For 1.10 Elect Director John H. Williams, Jr. --- For 1.11 Elect Director James H. Winston --- For 2 Approve Omnibus Stock Plan For For Mgmt ISS recommends a vote FOR amendments that simply amend shareholder-approved plans to include administrative features or place a cap on the annual grants any one participant may receive to comply with the provisions of Section 162(m). 3 Approve Qualified Employee Stock Purchase For For Mgmt Plan ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 4 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 04/28/06 - A Stewart Information Services Corp. 860372101 02/28/06 15,764 *STC* 1 Elect Directors For For Mgmt 06/09/06 - A SuperGen, Inc. *SUPG* 868059106 04/21/06 116,194 1 Elect Directors For Split Mgmt 1.1 Elect Director James S.J. Manuso, Ph.D. --- For We recommend a vote FOR the directors with the exception of independent outsider Charles J. Casamento. We recommend that shareholders WITHHOLD votes from Charles J. Casamento for poor attendance. 1.2 Elect Director Charles J. Casamento --- Withhold 1.3 Elect Director Thomas V. Girardi --- For 1.4 Elect Director Allan R. Goldberg, Ph.D. --- For 1.5 Elect Director Walter J. Lack --- For 1.6 Elect Director Michael D. Young, M.D. --- For 2 Ratify Auditors For For Mgmt 02/08/06 - A Sybron Dental Specialties, Inc. 871142105 12/16/05 28,895 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Approve Restricted Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 11.20 percent is within the allowable cap for this company of 11.60 percent. 04/26/06 - A Teledyne Technologies, Inc. *TDY* 879360105 03/06/06 27,899 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/09/06 - A TENNECO INC *TEN* 880349105 03/14/06 27,126 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For Against Mgmt V. Vote RecommendationWe commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 11.42 percent is above the allowable cap for this company of 10.21 percent. Additionally, The company's three year average burn rate of 3.26 percent is higher than its industry burn rate cap of 3.24 percent. Therefore, the company has failed ISS's three-year average burn rate policy. 05/04/06 - A The GEO Group, Inc. *GGI* 36159R103 03/17/06 34,562 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 10.75 percent is within the allowable cap for this company of 14.37 percent. Additionally, this plan expressly forbids repricing. 06/21/06 - A The Mens Wearhouse, Inc. *MW* 587118100 05/03/06 25,000 1 Elect Directors For Split Mgmt 1.1 Elect Director George Zimmer --- For We recommend a vote FOR the directors with the exception of independent outsider Kathleen Mason. We recommend that shareholders WITHHOLD votes from Kathleen Mason for sitting on more than three boards. 1.2 Elect Director David H. Edwab --- For 1.3 Elect Director Rinaldo S. Brutoco --- For 1.4 Elect Director Michael L. Ray, Ph.D. --- For 1.5 Elect placetitleDirector GivenNameSheldon SnI. Stein --- For 1.6 Elect Director Kathleen Mason --- Withhold 1.7 Elect Director Deepak Chopra, M.D. --- For 1.8 Elect Director William B. Sechrest --- For 05/12/06 - A The Middleby Corp. *MIDD* 596278101 03/27/06 11,562 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 05/18/06 - A The Warnaco Group, Inc. *WRNC* 934390402 03/31/06 34,399 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 12/06/05 - A Thor Industries, Inc. *THO* 885160101 10/18/05 10,241 1 Elect Directors For Split Mgmt 1.1 Elect Director Wade F.B. Thompson --- Withhold We recommend that shareholders vote FOR Jan H. Suwinski but WITHHOLD votes from insider Wade F.B. Thompson. We recommend that shareholders WITHHOLD votes from Wade F.B. Thompson for failure to establish a majority independent board. 1.2 Elect Director Jan H. Suwinski --- For 03/07/06 - A Transaction Systems Architects, Inc. 893416107 01/06/06 23,510 *TSAI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/06 - S Trident Microsystems, Inc. *TRID* 895919108 04/20/06 33,933 1 Approve Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 19.49 percent is within the allowable cap for this company of 19.95 percent. Additionally, this plan expressly forbids repricing. 05/18/06 - A Trimble Navigation Ltd. *TRMB* 896239100 03/20/06 14,936 1 Elect Directors For Split Mgmt 1.1 Elect Director Steven W. Berglund --- For We recommend a vote FOR the directors with the exception of affiliated outsider John B. Goodrich. We recommend that shareholders WITHHOLD votes from John B. Goodrich for standing as an affiliated outsider on the Compensation and Nominating committees. 1.2 Elect Director Robert S. Cooper --- For 1.3 Elect Director John B. Goodrich --- Withhold 1.4 Elect Director William Hart --- For 1.5 Elect Director Ulf J. Johansson, Ph.D. --- For 1.6 Elect Director Bradford W. Parkinson --- For 1.7 Elect Director Nickolas W. Vande Steeg --- For 2 Amend Stock Option Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 12.10 percent is within the allowable cap for this company of 18.03 percent. Additionally, this plan expressly forbids repricing. 3 Amend Qualified Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 4 Ratify Auditors For For Mgmt 06/27/06 - A Ubiquitel, Inc 903474302 05/11/06 46,132 1 Approve Merger Agreement For For Mgmt Based upon limited strategic options available to UPCS, the valuation that appears to be in line with the company's peers and the lack of negative deal process issues, on balance we recommend that UPCS shareholders vote FOR this transaction. Because we support the transaction, and because Deephaven has provided much less information in support of its board candidates, we recommend that shareholders vote FOR the incumbent director nominees. 2 Elect Directors For For Mgmt 3 Adjourn Meeting For For Mgmt Where ISS is supportive of the underlying merger proposal, we are supportive of a narrowly-tailored adjournment proposal that seeks adjournment solely to solicit additional proxies to approve the underlying transaction. 02/22/06 - A UGI Corp. *UGI* 902681105 12/09/05 20,695 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/19/06 - A Universal Forest Products, Inc. 913543104 03/01/06 16,502 *UFPI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 03/09/06 - A Urstadt Biddle Properties Inc *UBP* 917286205 01/24/06 53,915 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Restricted Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 6.33 percent is within the allowable cap for this company of 8.02 percent. 12/14/05 - A Vail Resorts, Inc. *MTN* 91879Q109 11/04/05 16,866 1 Elect Directors For Split Mgmt 1.1 Elect Director Adam M. Aron --- For We recommend a vote FOR the directors with the exception of independent outsider John J. Hannan. We recommend that shareholders WITHHOLD votes from John J. Hannan for poor attendance. 1.2 Elect Director John J. Hannan --- Withhold 1.3 Elect Director Roland A. Hernandez --- For 1.4 Elect Director Robert A. Katz --- For 1.5 Elect Director Joe R. Micheletto --- For 1.6 Elect Director John F. Sorte --- For 1.7 Elect Director William P. Stiritz --- For 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 06/06/06 - A Websense, Inc. *WBSN* 947684106 04/10/06 21,526 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/25/06 - A West Coast Bancorp (Or) *WCBO* 952145100 03/01/06 21,380 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 9.12 percent is within the allowable cap for this company of 9.78 percent. 3 Ratify Auditors For For Mgmt 05/26/06 - A Wilshire Bancorp Inc *WIBC* 97186T108 03/31/06 52,899 1 Elect Directors For For Mgmt 04/27/06 - A WSFS Financial Corp. *WSFS* 929328102 03/07/06 14,320 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/24/06 - A Zenith National Insurance Corp. *ZNT* 989390109 03/27/06 20,917 1 Elect Directors For For Mgmt 2 Amend Restricted Stock Plan For For Mgmt V. Vote RecommendationThe total cost of the company's plans of 1.51 percent is within the allowable cap for this company of 9.79 percent. 3 Increase Authorized Common Stock For For Mgmt The requested increase of 50,000,000 shares is below the allowable threshold of 77,500,000 shares. 4 Ratify Auditors For For Mgmt
Fund: Principal Variable Contracts Fund, Inc. - SmallCap Growth Account Sub-Advisor: Emerald Advisors, Inc.
Principal Variable Contracts Fund Report Date 10/11/05 Emerald Advisers, Inc. Proxy Edge - Investment Company Report with Ballot Detail Meeting Date Range: 7/1/05 to 9/30/05 Selected Account: PVC ---------------------------------------------------------------------------------------------------------- CENTENE CORPORATION CNC Special Meeting Date: 07/22/2005 Issuer: 15135B101 ISIN: SEDOL: ------------------------------------------------------------------------------------------------- Vote Group: GLOBAL Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------- 01 AMEND INCENTIVE STOCK OPTION PLAN Management For For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date ------------------------------------------------------------------------------------------------- PVC New 000394914 101 1,600 1,600 07/01/2005 ---------------------------------------------------------------------------------------------------------- AVID TECHNOLOGY, INC. AVID Annual Meeting Date: 07/27/2005 Issuer: 05367P100 ISIN: SEDOL: ------------------------------------------------------------------------------------------------- Vote Group: GLOBAL Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------- 01 APPROVE AUTHORIZED COMMON STOCK INCREASE Management For For 02 ELECTION OF DIRECTORS Management Withheld Against ELIZABETH M. DALEY Management Withheld Against JOHN V. GUTTAG Management Withheld Against 03 ADOPT INCENTIVE STOCK OPTION PLAN Management For For 04 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For For 05 APPROVE MOTION TO ADJOURN MEETING Management For For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date ------------------------------------------------------------------------------------------------- PVC New 000394914 100 6,000 6,000 06/28/2005 ---------------------------------------------------------------------------------------------------------- NIKU CORPORATION NIKU Special Meeting Date: 07/29/2005 Issuer: 654113703 ISIN: SEDOL: ------------------------------------------------------------------------------------------------- Vote Group: GLOBAL Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------- 01 APPROVE MERGER AGREEMENT Management For For 02 APPROVE MOTION TO ADJOURN MEETING Management For For 03 TRANSACT OTHER BUSINESS Management For For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date ------------------------------------------------------------------------------------------------- PVC New 000394914 703 9,200 9,200 07/19/2005 ---------------------------------------------------------------------------------------------------------- PIONEER DRILLING COMPANY PDC Annual Meeting Date: 08/05/2005 Issuer: 723655106 ISIN: SEDOL: ------------------------------------------------------------------------------------------------- Vote Group: GLOBAL Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management Withheld Against MICHAEL F. HARNESS Management Withheld Against JAMES M. TIDWELL Management Withheld Against DEAN A. BURKHARDT Management Withheld Against 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date ------------------------------------------------------------------------------------------------- PVC New 000394914 106 9,300 9,300 07/13/2005 ---------------------------------------------------------------------------------------------------------- GLOBAL IMAGING SYSTEMS, INC. GISX Annual Meeting Date: 08/08/2005 Issuer: 37934A100 ISIN: SEDOL: ------------------------------------------------------------------------------------------------- Vote Group: GLOBAL Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management Withheld Against MARK A. HARRIS Management Withheld Against EDWARD N. PATRONE Management Withheld Against MICHAEL SHEA Management Withheld Against EDWARD J. SMITH Management Withheld Against 02 AMEND OMNIBUS STOCK OPTION PLAN Management For For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date ------------------------------------------------------------------------------------------------- PVC New 000394914 100 8,600 8,600 08/02/2005 ---------------------------------------------------------------------------------------------------------- VAXGEN, INC. VXGN Special Meeting Date: 08/08/2005 Issuer: 922390208 ISIN: SEDOL: ------------------------------------------------------------------------------------------------- Vote Group: GLOBAL Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------- 01 APPROVE AUTHORIZED COMMON STOCK INCREASE Management Against Against Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date ------------------------------------------------------------------------------------------------- PVC New 000394914 208 3,100 3,100 07/19/2005 ---------------------------------------------------------------------------------------------------------- AIRGAS, INC. ARG Annual Meeting Date: 08/09/2005 Issuer: 009363102 ISIN: SEDOL: ------------------------------------------------------------------------------------------------- Vote Group: GLOBAL Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management Withheld Against WILLIAM O. ALBERTINI Management Withheld Against LEE M. THOMAS Management Withheld Against ROBERT L. YOHE Management Withheld Against 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date ------------------------------------------------------------------------------------------------- PVC New 000394914 102 15,500 15,500 07/19/2005 ---------------------------------------------------------------------------------------------------------- K-V PHARMACEUTICAL COMPANY KVA Annual Meeting Date: 09/01/2005 Issuer: 482740206 ISIN: SEDOL: ------------------------------------------------------------------------------------------------- Vote Group: GLOBAL Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management Withheld Against MARC S. HERMELIN Management Withheld Against KEVIN S. CARLIE Management Withheld Against DAVID A. VAN VLIET Management Withheld Against 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date ------------------------------------------------------------------------------------------------- PVC New 000394914 206 200 200 08/09/2005 ---------------------------------------------------------------------------------------------------------- VIASAT, INC. VSAT Annual Meeting Date: 09/09/2005 Issuer: 92552V100 ISIN: SEDOL: ------------------------------------------------------------------------------------------------- Vote Group: GLOBAL Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management Withheld Against MARK D. DANKBERG Management Withheld Against MICHAEL B. TARGOFF Management Withheld Against HARVEY P. WHITE Management Withheld Against 02 AMEND STOCK PURCHASE PLAN Management For For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date ------------------------------------------------------------------------------------------------- PVC New 000394914 100 5,200 5,200 08/22/2005 ---------------------------------------------------------------------------------------------------------- DIAMONDCLUSTER INTERNATIONAL, INC. DTPI Annual Meeting Date: 09/13/2005 Issuer: 25278P106 ISIN: SEDOL: ------------------------------------------------------------------------------------------------- Vote Group: GLOBAL Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management Withheld Against EDWARD R. ANDERSON Management Withheld Against ADAM J. GUTSTEIN Management Withheld Against MICHAEL E. MIKOLAJCZYK Management Withheld Against JAVIER RUBIO Management Withheld Against 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date ------------------------------------------------------------------------------------------------- PVC New 000394914 106 21,200 21,200 08/15/2005 ---------------------------------------------------------------------------------------------------------- LIONS GATE ENTERTAINMENT CORP. LGF Annual Meeting Date: 09/13/2005 Issuer: 535919203 ISIN: SEDOL: ------------------------------------------------------------------------------------------------- Vote Group: GLOBAL Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For For NORMAN BACAL Management For For MICHAEL BURNS Management For For DREW CRAIG Management For For ARTHUR EVRENSEL Management For For JON FELTHEIMER Management For For MORLEY KOFFMAN Management For For HARALD LUDWIG Management For For G. SCOTT PATERSON Management For For DARYL SIMM Management For For HARDWICK SIMMONS Management For For BRIAN V. TOBIN Management For For 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date ------------------------------------------------------------------------------------------------- PVC New 000394914 203 20,900 20,900 08/30/2005 ---------------------------------------------------------------------------------------------------------- OPNET TECHNOLOGIES, INC. OPNT Annual Meeting Date: 09/13/2005 Issuer: 683757108 ISIN: SEDOL: ------------------------------------------------------------------------------------------------- Vote Group: GLOBAL Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management Withheld Against ALAIN J. COHEN Management Withheld Against STEVEN G. FINN Management Withheld Against 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date ------------------------------------------------------------------------------------------------- PVC New 000394914 108 11,600 11,600 08/25/2005 ---------------------------------------------------------------------------------------------------------- AMERICAN SCIENCE AND ENGINEERING, IN ASEI Annual Meeting Date: 09/15/2005 Issuer: 029429107 ISIN: SEDOL: ------------------------------------------------------------------------------------------------- Vote Group: GLOBAL Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For For ANTHONY R. FABIANO Management For For DENIS R. BROWN Management For For ROGER P. HEINISCH Management For For HAMILTON W. HELMER Management For For ERNEST J. MONIZ Management For For WILLIAM E. ODOM Management For For CARL W. VOGT Management For For 02 ADOPT INCENTIVE STOCK OPTION PLAN Management For For 03 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date ------------------------------------------------------------------------------------------------- PVC New 000394914 107 3,600 3,600 08/25/2005 ---------------------------------------------------------------------------------------------------------- ANSOFT CORPORATION ANST Annual Meeting Date: 09/22/2005 Issuer: 036384105 ISIN: SEDOL: ------------------------------------------------------------------------------------------------- Vote Group: GLOBAL Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For For NICHOLAS CSENDES Management For For ZOLTAN J. CENDES, PH.D. Management For For PAUL J. QUAST Management For For PETER ROBBINS Management For For JOHN N. WHELIHAN Management For For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date ------------------------------------------------------------------------------------------------- PVC New 000394914 105 3,700 3,700 08/25/2005 ---------------------------------------------------------------------------------------------------------- SALIX PHARMACEUTICALS, LTD. SLXP Special Meeting Date: 09/30/2005 Issuer: 795435106 ISIN: SEDOL: ------------------------------------------------------------------------------------------------- Vote Group: GLOBAL Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------- 01 APPROVE MERGER AGREEMENT Management For For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date ------------------------------------------------------------------------------------------------- PVC New 000394914 106 8,500 8,500 09/07/2005
---------------------------------------------------------------------------------------------------------------------------------- EAGLE MATERIALS INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 26969P108 Meeting Type Special Ticker Symbol EXP Meeting Date 11-Apr-2006 ISIN Agenda 932448536 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Approve Reclassification Of Common Stock Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 2100 0 20-Mar-2006 20-Mar-2006 ---------------------------------------------------------------------------------------------------------------------------------- PROSPERITY BANCSHARES, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 743606105 Meeting Type Annual Ticker Symbol PRSP Meeting Date 18-Apr-2006 ISIN Agenda 932452662 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 JAMES A. BOULIGNY Withheld Against 2 CHARLES J. HOWARD, M.D. Withheld Against 3 S. REED MORIAN Withheld Against 4 ROBERT STEELHAMMER Withheld Against 5 H.E. TIMANUS, JR. Withheld Against 02 Approve Authorized Common Stock Increase Management Against Against 03 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 3400 0 29-Mar-2006 29-Mar-2006 ---------------------------------------------------------------------------------------------------------------------------------- PROGRESS SOFTWARE CORPORATION ---------------------------------------------------------------------------------------------------------------------------------- Security 743312100 Meeting Type Annual Ticker Symbol PRGS Meeting Date 20-Apr-2006 ISIN Agenda 932451711 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Fix Number Of Directors Management For For 02 Election Of Directors Management 1 JOSEPH W. ALSOP For For 2 ROGER J. HEINEN, JR. For For 3 MICHAEL L. MARK For For 4 SCOTT A. MCGREGOR For For 5 AMRAM RASIEL For For 03 Amend Incentive Stock Option Plan Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 9200 0 27-Mar-2006 27-Mar-2006 ---------------------------------------------------------------------------------------------------------------------------------- ANSOFT CORPORATION ---------------------------------------------------------------------------------------------------------------------------------- Security 036384105 Meeting Type Special Ticker Symbol ANST Meeting Date 20-Apr-2006 ISIN Agenda 932464679 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Approve Authorized Common Stock Increase Management Against Against 02 Adopt Incentive Stock Option Plan Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 3700 0 04-Apr-2006 04-Apr-2006 ---------------------------------------------------------------------------------------------------------------------------------- HERCULES OFFSHORE, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 427093109 Meeting Type Annual Ticker Symbol HERO Meeting Date 26-Apr-2006 ISIN Agenda 932466205 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 RANDALL D. STILLEY Withheld Against 2 STEVEN A. WEBSTER Withheld Against 02 Amend Incentive Stock Option Plan Management For For 03 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 2300 0 07-Apr-2006 07-Apr-2006 ---------------------------------------------------------------------------------------------------------------------------------- SELECTIVE INSURANCE GROUP, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 816300107 Meeting Type Annual Ticker Symbol SIGI Meeting Date 26-Apr-2006 ISIN Agenda 932469679 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 A. DAVID BROWN* Withheld Against 2 WILLIAM M. KEARNS, JR.* Withheld Against 3 S.G. MCCLELLAN III* Withheld Against 4 J. BRIAN THEBAULT* Withheld Against 5 JOHN C. BURVILLE** Withheld Against 6 JOHN F. ROCKART** Withheld Against 7 W. MARSTON BECKER*** Withheld Against 02 ADOPT STOCK PURCHASE PLAN Management For For 03 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 1800 0 12-Apr-2006 12-Apr-2006 ---------------------------------------------------------------------------------------------------------------------------------- PHILADELPHIA CONSOLIDATED HOLDING CO ---------------------------------------------------------------------------------------------------------------------------------- Security 717528103 Meeting Type Annual Ticker Symbol PHLY Meeting Date 26-Apr-2006 ISIN Agenda 932472703 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 A. HAWKINS BREAUX,PH.D. For For 2 MICHAEL J. CASCIO For For 3 ELIZABETH H. GEMMILL For For 4 JAMES J. MAGUIRE For For 5 JAMES J. MAGUIRE, JR. For For 6 MARGARET M. MATTIX For For 7 MICHAEL J. MORRIS For For 8 SHAUN F. O'MALLEY For For 9 DONALD A. PIZER For For 10 RONALD R. ROCK For For 11 SEAN S. SWEENEY For For 02 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 4659 0 12-Apr-2006 12-Apr-2006 ---------------------------------------------------------------------------------------------------------------------------------- MB FINANCIAL, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 55264U108 Meeting Type Annual Ticker Symbol MBFI Meeting Date 26-Apr-2006 ISIN Agenda 932474187 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 DAVID P. BOLGER Withheld Against 2 ROBERT S. ENGELMAN, JR. Withheld Against 3 ALFRED FEIGER Withheld Against 4 RICHARD I. GILFORD Withheld Against 5 THOMAS H. HARVEY Withheld Against 6 RONALD D. SANTO Withheld Against ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 2300 0 17-Apr-2006 17-Apr-2006 ---------------------------------------------------------------------------------------------------------------------------------- MERCANTILE BANK CORPORATION ---------------------------------------------------------------------------------------------------------------------------------- Security 587376104 Meeting Type Annual Ticker Symbol MBWM Meeting Date 27-Apr-2006 ISIN Agenda 932447988 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 DOYLE A. HAYES Withheld Against 2 SUSAN K. JONES Withheld Against 3 LAWRENCE W. LARSEN Withheld Against 4 MICHAEL H. PRICE Withheld Against 5 DALE J. VISSER Withheld Against 02 Miscellaneous Corporate Governance Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 1429 0 21-Mar-2006 21-Mar-2006 ---------------------------------------------------------------------------------------------------------------------------------- SPSS INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 78462K102 Meeting Type Annual Ticker Symbol SPSS Meeting Date 27-Apr-2006 ISIN Agenda 932467497 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 JACK NOONAN Withheld Against 2 MICHAEL BLAIR Withheld Against 02 Adopt Incentive Stock Option Plan Management For For 03 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 7000 0 10-Apr-2006 10-Apr-2006 ---------------------------------------------------------------------------------------------------------------------------------- HORNBECK OFFSHORE SERVICES, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 440543106 Meeting Type Annual Ticker Symbol HOS Meeting Date 02-May-2006 ISIN Agenda 932479454 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 LARRY D. HORNBECK Withheld Against 2 STEVEN W. KRABLIN Withheld Against 3 DAVID A. TRICE Withheld Against 02 Amend Incentive Stock Option Plan Management For For 03 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 2400 0 01-May-2006 01-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- FAIRCHILD SEMICONDUCTOR INTL., INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 303726103 Meeting Type Annual Ticker Symbol FCS Meeting Date 03-May-2006 ISIN Agenda 932457319 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 RICHARD A. AURELIO For For 2 CHARLES P. CARINALLI For For 3 CHARLES M. CLOUGH For For 4 ROBERT F. FRIEL For For 5 THOMAS L. MAGNANTI For For 6 KEVIN J. MCGARITY For For 7 KIRK P. POND For For 8 BRYAN R. ROUB For For 9 RONALD W. SHELLY For For 10 WILLIAM N. STOUT For For 11 MARK S. THOMPSON For For 02 Miscellaneous Corporate Governance Management For For 03 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 12000 0 04-Apr-2006 04-Apr-2006 ---------------------------------------------------------------------------------------------------------------------------------- NAVIGANT CONSULTING, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 63935N107 Meeting Type Annual Ticker Symbol NCI Meeting Date 03-May-2006 ISIN Agenda 932467031 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 THOMAS A. GILDEHAUS Withheld Against 2 PETER B. POND Withheld Against 02 ADOPT STOCK PURCHASE PLAN Management For For 03 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 0 5900 10-Apr-2006 10-Apr-2006 ---------------------------------------------------------------------------------------------------------------------------------- YARDVILLE NATIONAL BANCORP ---------------------------------------------------------------------------------------------------------------------------------- Security 985021104 Meeting Type Contested-Annual Ticker Symbol YANB Meeting Date 03-May-2006 ISIN Agenda 932477575 - Opposition ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 HAROLD SCHCHTER For * 2 DENNIS POLLACK For * 3 PATRICK ROBINSON For * 02 Ratify Appointment Of Independent Auditors Management For * *Management Position Unknown ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 5000 0 27-Apr-2006 ---------------------------------------------------------------------------------------------------------------------------------- J2 GLOBAL COMMUNICATIONS, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 46626E205 Meeting Type Annual Ticker Symbol JCOM Meeting Date 03-May-2006 ISIN Agenda 932490991 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 DOUGLAS Y. BECH For For 2 ROBERT J. CRESCI For For 3 JOHN F. RIELEY For For 4 RICHARD S. RESSLER For For 5 MICHAEL P. SCHULHOF For For 02 Approve Authorized Common Stock Increase Management Against Against 03 Amend Stock Option Plan Management For For 04 Transact Other Business Management Against Against ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 0 2800 25-Apr-2006 25-Apr-2006 ---------------------------------------------------------------------------------------------------------------------------------- ALLEGHENY TECHNOLOGIES INCORPORATED ---------------------------------------------------------------------------------------------------------------------------------- Security 01741R102 Meeting Type Annual Ticker Symbol ATI Meeting Date 04-May-2006 ISIN Agenda 932453119 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ A Election Of Directors Management 1 DIANE C. CREEL Withheld Against 2 JAMES E. ROHR Withheld Against 3 LOUIS J. THOMAS Withheld Against B Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 7900 0 03-Apr-2006 03-Apr-2006 ---------------------------------------------------------------------------------------------------------------------------------- RADIATION THERAPY SERVICES, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 750323206 Meeting Type Annual Ticker Symbol RTSX Meeting Date 05-May-2006 ISIN Agenda 932463158 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 JAMES H. RUBENSTEIN, MD Withheld Against 2 HERBERT F. DORSETT Withheld Against 3 LEO R. DOERR Withheld Against 02 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 0 1900 07-Apr-2006 07-Apr-2006 ---------------------------------------------------------------------------------------------------------------------------------- NUCRYST PHARMACEUTICALS CORP. ---------------------------------------------------------------------------------------------------------------------------------- Security 67035Q100 Meeting Type Annual Ticker Symbol NCST Meeting Date 05-May-2006 ISIN Agenda 932470090 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management For For 02 Appoint Auditors And Approve Remuneration Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 4600 0 18-Apr-2006 ---------------------------------------------------------------------------------------------------------------------------------- HELIX ENERGY SOLUTIONS GROUP, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 42330P107 Meeting Type Annual Ticker Symbol HELX Meeting Date 08-May-2006 ISIN Agenda 932499913 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 T. WILLIAM PORTER, III Withheld Against 2 WILLIAM L. TRANSIER Withheld Against ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 6500 0 01-May-2006 01-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- COHU, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 192576106 Meeting Type Annual Ticker Symbol COHU Meeting Date 09-May-2006 ISIN Agenda 932469516 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 HARRY L. CASARI Withheld Against 2 HAROLD HARRIGIAN Withheld Against 02 Amend Incentive Stock Option Plan Management For For 03 Amend Stock Purchase Plan Management For For 04 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 7200 0 12-Apr-2006 12-Apr-2006 ---------------------------------------------------------------------------------------------------------------------------------- NUTRISYSTEM, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 67069D108 Meeting Type Annual Ticker Symbol NTRI Meeting Date 09-May-2006 ISIN Agenda 932476838 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 IAN J. BERG For For 2 MICHAEL A. DIPIANO For For 3 MICHAEL J. HAGAN For For 4 GEORGE JANKOVIC For For 5 WARREN V. MUSSER For For 6 BRIAN P. TIERNEY For For 7 STEPHEN T. ZARRILLI For For 8 ROBERT F. BERNSTOCK For For 02 Amend Incentive Stock Option Plan Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 0 13200 20-Apr-2006 20-Apr-2006 ---------------------------------------------------------------------------------------------------------------------------------- SYMBION, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 871507109 Meeting Type Annual Ticker Symbol SMBI Meeting Date 09-May-2006 ISIN Agenda 932485786 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 DONALD W. BURTON Withheld Against 2 DAVID M. WILDS Withheld Against 3 WILLIAM V.B. WEBB Withheld Against 02 Adopt Incentive Stock Option Plan Management For For 03 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 3600 0 20-Apr-2006 20-Apr-2006 ---------------------------------------------------------------------------------------------------------------------------------- SEROLOGICALS CORPORATION ---------------------------------------------------------------------------------------------------------------------------------- Security 817523103 Meeting Type Annual Ticker Symbol SERO Meeting Date 10-May-2006 ISIN Agenda 932485887 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 DAVID A. DODD Withheld Against 2 RONALD G. GELBMAN Withheld Against 02 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 0 6100 25-Apr-2006 25-Apr-2006 ---------------------------------------------------------------------------------------------------------------------------------- IXIA ---------------------------------------------------------------------------------------------------------------------------------- Security 45071R109 Meeting Type Annual Ticker Symbol XXIA Meeting Date 10-May-2006 ISIN Agenda 932490826 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 JEAN-CLAUDE ASSCHER For For 2 MASSOUD ENTEKHABI For For 3 JONATHAN FRAM For For 4 ERROL GINSBERG For For 5 GAIL HAMILTON For For 6 JON F. RAGER For For 02 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 16500 0 25-Apr-2006 25-Apr-2006 ---------------------------------------------------------------------------------------------------------------------------------- PINNACLE ENTERTAINMENT, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 723456109 Meeting Type Annual Ticker Symbol PNK Meeting Date 10-May-2006 ISIN Agenda 932496626 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 DANIEL R. LEE For For 2 JOHN V. GIOVENCO For For 3 RICHARD J. GOEGLEIN For For 4 BRUCE A. LESLIE For For 5 JAMES L. MARTINEAU For For 6 MICHAEL ORNEST For For 7 TIMOTHY J. PARROTT For For 8 LYNN P. REITNOUER For For 02 Amend Incentive Stock Option Plan Management For For 03 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 5100 0 25-Apr-2006 25-Apr-2006 ---------------------------------------------------------------------------------------------------------------------------------- REDBACK NETWORKS INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 757209507 Meeting Type Annual Ticker Symbol RBAK Meeting Date 11-May-2006 ISIN Agenda 932483302 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 KEVIN A. DENUCCIO For For 2 PAUL GIORDANO For For 3 ROY D. BEHREN For For 4 JOHN L. DREW For For 5 DAVID C. FRIEZO For For 6 MARTIN A. KAPLAN For For 7 WILLIAM H. KURTZ For For 02 Ratify Appointment Of Independent Auditors Management For For 03 Adopt Omnibus Stock Option Plan Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 0 8300 25-Apr-2006 25-Apr-2006 ---------------------------------------------------------------------------------------------------------------------------------- KFX INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 48245L107 Meeting Type Annual Ticker Symbol KFX Meeting Date 13-May-2006 ISIN Agenda 932492046 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 MANUAL H. JOHNSON Withheld Against 2 JOHN V. LOVOI Withheld Against 3 W. GRADY ROSIER Withheld Against 4 JAMES R. SCHLESINGER Withheld Against 02 Approve Authorized Common Stock Increase Management Against Against 03 ADOPT STOCK PURCHASE PLAN Management For For 04 Ratify Appointment Of Independent Auditors Management ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 0 17500 25-Apr-2006 25-Apr-2006 ---------------------------------------------------------------------------------------------------------------------------------- THE ULTIMATE SOFTWARE GROUP, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 90385D107 Meeting Type Annual Ticker Symbol ULTI Meeting Date 16-May-2006 ISIN Agenda 932492882 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 MARC D. SCHERR Withheld Against 2 JAMES A. FITZPATRICK JR Withheld Against 3 RICK A. WILBER Withheld Against 02 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 10900 0 25-Apr-2006 25-Apr-2006 ---------------------------------------------------------------------------------------------------------------------------------- TEXAS CAPITAL BANCSHARES, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 88224Q107 Meeting Type Annual Ticker Symbol TCBI Meeting Date 16-May-2006 ISIN Agenda 932499800 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 PETER B. BARTHOLOW For For 2 FREDERICK B. HEGI, JR For For 3 GEORGE F. JONES, JR. For For 4 STEVEN P. ROSENBERG For For 5 ROBERT W. STALLINGS For For 6 LEO F. CORRIGAN III For For 7 LARRY L. HELM For For 8 W W "BO" MCALLISTER III For For 9 JOHN C. SNYDER For For 10 IAN J. TURPIN For For 11 JOSEPH M. GRANT For For 12 J.R. HOLLAND, JR. For For 13 LEE ROY MITCHELL For For 02 ADOPT STOCK PURCHASE PLAN Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 8700 0 01-May-2006 01-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- PSYCHIATRIC SOLUTIONS, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 74439H108 Meeting Type Annual Ticker Symbol PSYS Meeting Date 16-May-2006 ISIN Agenda 932510779 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 DAVID M. DILL Withheld Against 2 CHRISTOPHER GRANT, JR. Withheld Against 02 Approve Cash/Stock Bonus Plan Management For For 03 Amend Incentive Stock Option Plan Management For For 04 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 14498 0 04-May-2006 04-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- WABTEC CORPORATION ---------------------------------------------------------------------------------------------------------------------------------- Security 929740108 Meeting Type Annual Ticker Symbol WAB Meeting Date 17-May-2006 ISIN Agenda 932490840 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 KIM G. DAVIS Withheld Against 2 MICHAEL W.D. HOWELL Withheld Against 3 GARY C. VALADE Withheld Against 02 Amend Incentive Stock Option Plan Management For For 03 Amend Director Stock Option Plan Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 7200 0 25-Apr-2006 25-Apr-2006 ---------------------------------------------------------------------------------------------------------------------------------- KENEXA CORPORATION ---------------------------------------------------------------------------------------------------------------------------------- Security 488879107 Meeting Type Annual Ticker Symbol KNXA Meeting Date 17-May-2006 ISIN Agenda 932491537 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 TROY A. KANTER Withheld Against 2 RENEE B. BOOTH Withheld Against 02 ADOPT STOCK PURCHASE PLAN Management For For 03 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 3500 0 25-Apr-2006 25-Apr-2006 ---------------------------------------------------------------------------------------------------------------------------------- GEN-PROBE INCORPORATED ---------------------------------------------------------------------------------------------------------------------------------- Security 36866T103 Meeting Type Annual Ticker Symbol GPRO Meeting Date 17-May-2006 ISIN Agenda 932493175 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 JOHN W. BROWN Withheld Against 2 HENRY L. NORDHOFF Withheld Against 02 Amend Incentive Stock Option Plan Management For For 03 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 7800 0 28-Apr-2006 28-Apr-2006 ---------------------------------------------------------------------------------------------------------------------------------- WESCO INTERNATIONAL, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 95082P105 Meeting Type Annual Ticker Symbol WCC Meeting Date 17-May-2006 ISIN Agenda 932504194 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 STEVEN A. RAYMUND Withheld Against 2 LYNN M. UTTER, JR. Withheld Against 3 WILLIAM J. VARESCHI Withheld Against 02 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 15000 0 02-May-2006 02-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- WEBSIDESTORY, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 947685103 Meeting Type Annual Ticker Symbol WSSI Meeting Date 17-May-2006 ISIN Agenda 932522584 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 CHARLES J FITZGERALD JR Withheld Against 2 WILLIAM H. HARRIS, JR. Withheld Against 02 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 2800 7800 11-May-2006 11-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- UCBH HOLDINGS, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 90262T308 Meeting Type Annual Ticker Symbol UCBH Meeting Date 18-May-2006 ISIN Agenda 932494800 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 JOSEPH J. JOU Withheld Against 2 JAMES KWOK Withheld Against 3 DAVID NG Withheld Against 02 Approve Cash/Stock Bonus Plan Management For For 03 Amend Incentive Stock Option Plan Management For For 04 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 2700 0 01-May-2006 01-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- GEVITY HR, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 374393106 Meeting Type Annual Ticker Symbol GVHR Meeting Date 18-May-2006 ISIN Agenda 932507532 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 ERIK VONK For For 2 GEORGE B. BEITZEL For For 3 DARCY E. BRADBURY For For 4 JAMES E. COWIE For For 5 PAUL R. DAOUST For For 6 JONATHAN H. KAGAN For For 7 DAVID S. KATZ For For 8 JEFFREY A. SONNENFELD For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 4850 0 02-May-2006 02-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- FORMFACTOR, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 346375108 Meeting Type Annual Ticker Symbol FORM Meeting Date 18-May-2006 ISIN Agenda 932509788 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 JOSEPH R. BRONSON Withheld Against 2 JAMES A. PRESTRIDGE Withheld Against 3 HARVEY A. WAGNER Withheld Against 02 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 0 5301 02-May-2006 02-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- OLD DOMINION FREIGHT LINE, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 679580100 Meeting Type Annual Ticker Symbol ODFL Meeting Date 22-May-2006 ISIN Agenda 932501667 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 EARL E. CONGDON For For 2 JOHN R. CONGDON For For 3 J. PAUL BREITBACH For For 4 DAVID S. CONGDON For For 5 JOHN R. CONGDON, JR. For For 6 ROBERT G. CULP, III For For 7 JOHN A. EBELING For For 8 W. CHESTER EVANS, III For For 9 FRANZ F. HOLSCHER For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 12050 0 02-May-2006 02-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- DIGITAL INSIGHT CORPORATION ---------------------------------------------------------------------------------------------------------------------------------- Security 25385P106 Meeting Type Annual Ticker Symbol DGIN Meeting Date 23-May-2006 ISIN Agenda 932495016 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 HENRY T. DENERO Withheld Against 2 JEFFREY E. STIEFLER Withheld Against 02 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 8202 0 01-May-2006 01-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- SUPERIOR ENERGY SERVICES, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 868157108 Meeting Type Annual Ticker Symbol SPN Meeting Date 23-May-2006 ISIN Agenda 932503976 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 ENOCH L. DAWKINS For For 2 JAMES M. FUNK For For 3 TERENCE E. HALL For For 4 ERNEST E. HOWARD, III For For 5 RICHARD A. PATTAROZZI For For 6 JUSTIN L. SULLIVAN For For 02 Amend Restricted Stock Award Plan Management For For 03 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 11000 0 02-May-2006 02-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- FORWARD AIR CORPORATION ---------------------------------------------------------------------------------------------------------------------------------- Security 349853101 Meeting Type Annual Ticker Symbol FWRD Meeting Date 23-May-2006 ISIN Agenda 932505778 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 BRUCE A. CAMPBELL For For 2 C. ROBERT CAMPBELL For For 3 ANDREW C. CLARKE For For 4 RICHARD W. HANSELMAN For For 5 C. JOHN LANGLEY, JR. For For 6 G. MICHAEL LYNCH For For 7 RAY A. MUNDY For For 8 B. CLYDE PRESLAR For For 02 Ratify Appointment Of Independent Auditors Management For For 03 Adopt Non-Employee Director Plan Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 11181 0 02-May-2006 02-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- INTRALASE CORP. ---------------------------------------------------------------------------------------------------------------------------------- Security 461169104 Meeting Type Annual Ticker Symbol ILSE Meeting Date 23-May-2006 ISIN Agenda 932517494 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 WILLIAM J. LINK Withheld Against 2 GILBERT H. KLIMAN Withheld Against 02 Amend Incentive Stock Option Plan Management For For 03 Amend Incentive Stock Option Plan Management For For 04 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 0 2700 08-May-2006 08-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- ATHEROS COMMUNICATIONS, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 04743P108 Meeting Type Annual Ticker Symbol ATHR Meeting Date 24-May-2006 ISIN Agenda 932483249 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 JOHN L. HENNESSY Withheld Against 2 DANIEL A. ARTUSI Withheld Against 02 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 0 8900 25-Apr-2006 25-Apr-2006 ---------------------------------------------------------------------------------------------------------------------------------- TASER INTERNATIONAL, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 87651B104 Meeting Type Annual Ticker Symbol TASR Meeting Date 24-May-2006 ISIN Agenda 932496296 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 THOMAS P. SMITH Withheld Against 2 MATTHEW R. MCBRADY Withheld Against 02 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 0 7300 15-May-2006 15-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- INTERNATIONAL DISPLAYWORKS, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 459412102 Meeting Type Annual Ticker Symbol IDWK Meeting Date 24-May-2006 ISIN Agenda 932497642 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 THOMAS A. LACEY For For 2 RONALD A. COHAN For For 3 MARK A. CHRISTENSEN For For 4 GLENN E. NELAND For For 5 D. PAUL REGAN For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 2600 5600 02-May-2006 02-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- ARRIS GROUP, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 04269Q100 Meeting Type Annual Ticker Symbol ARRS Meeting Date 24-May-2006 ISIN Agenda 932506112 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 ALEX B. BEST For For 2 HARRY L. BOSCO For For 3 JOHN ANDERSON CRAIG For For 4 MATTHEW B. KEARNEY For For 5 WILLIAM H. LAMBERT For For 6 JOHN R. PETTY For For 7 ROBERT J. STANZIONE For For 02 Adopt Incentive Stock Option Plan Management For For 03 Adopt Incentive Stock Option Plan Management For For 04 Adopt Incentive Stock Option Plan Management For For 05 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 20800 0 02-May-2006 02-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- NEUROMETRIX, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 641255104 Meeting Type Annual Ticker Symbol NURO Meeting Date 24-May-2006 ISIN Agenda 932509752 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 SHAI N. GOZANI, MD, PHD Withheld Against 2 CHARLES R. LAMANTIA Withheld Against 02 Amend Omnibus Stock Option Plan Management For For 03 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 1902 298 08-May-2006 08-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- THESTREET.COM, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 88368Q103 Meeting Type Annual Ticker Symbol TSCM Meeting Date 24-May-2006 ISIN Agenda 932514741 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 JAMES J. CRAMER Withheld Against 2 MARTIN PERETZ Withheld Against 02 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 6832 0 10-May-2006 10-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- I-FLOW CORPORATION ---------------------------------------------------------------------------------------------------------------------------------- Security 449520303 Meeting Type Annual Ticker Symbol IFLO Meeting Date 25-May-2006 ISIN Agenda 932488958 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 JAMES J. DAL PORTO Withheld Against 2 JACK H. HALPERIN Withheld Against 02 Ratify Appointment Of Independent Auditors Management For For 03 Transact Other Business Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 0 8000 25-Apr-2006 25-Apr-2006 ---------------------------------------------------------------------------------------------------------------------------------- TELIK, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 87959M109 Meeting Type Annual Ticker Symbol TELK Meeting Date 25-May-2006 ISIN Agenda 932495105 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 DR. STEFAN RYSER, PH.D. Withheld Against 2 MR. ROBERT W. FRICK Withheld Against 3 DR. MARY ANN GRAY, PHD Withheld Against 02 Ratify Appointment Of Independent Auditors Management For For 03 Amend Non-Employee Director Plan Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 0 13300 02-May-2006 02-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- PROVIDENCE SERVICE CORP ---------------------------------------------------------------------------------------------------------------------------------- Security 743815102 Meeting Type Annual Ticker Symbol PRSC Meeting Date 25-May-2006 ISIN Agenda 932505805 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 FLETCHER JAY MCCUSKER For For 2 KRISTI L. MEINTS For For 02 Adopt Incentive Stock Option Plan Management For For 03 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 300 3000 02-May-2006 02-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- TUT SYSTEMS, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 901103101 Meeting Type Annual Ticker Symbol TUTS Meeting Date 25-May-2006 ISIN Agenda 932509916 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 1A Miscellaneous Corporate Governance Management Against Against 1B Miscellaneous Corporate Governance Management Against Against 2 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 13900 0 08-May-2006 08-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- WILSHIRE BANCORP, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 97186T108 Meeting Type Annual Ticker Symbol WIBC Meeting Date 26-May-2006 ISIN Agenda 932501871 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 MEL ELLIOT Withheld Against 2 RICHARD LIM Withheld Against 3 HARRY SIAFARIS Withheld Against ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 10570 0 01-May-2006 01-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- ALLSCRIPTS HEALTHCARE SOLUTIONS, INC ---------------------------------------------------------------------------------------------------------------------------------- Security 01988P108 Meeting Type Annual Ticker Symbol MDRX Meeting Date 30-May-2006 ISIN Agenda 932520174 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 PHILIP D. GREEN Withheld Against 2 BERNARD GOLDSTEIN Withheld Against 3 MARCEL L. "GUS" GAMACHE Withheld Against 02 ADOPT STOCK PURCHASE PLAN Management For For 03 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 0 12800 15-May-2006 15-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- MATRIA HEALTHCARE, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 576817209 Meeting Type Annual Ticker Symbol MATR Meeting Date 31-May-2006 ISIN Agenda 932517280 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 J. TERRY DEWBERRY* Withheld Against 2 RICHARD M. HASSETT, MD* Withheld Against 3 KAAREN J. STREET* Withheld Against 4 WAYNE P. YETTER* Withheld Against 5 DONALD J. LOTHROP** Withheld Against ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 1900 1300 15-May-2006 15-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- HIBBETT SPORTING GOODS, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 428565105 Meeting Type Annual Ticker Symbol HIBB Meeting Date 31-May-2006 ISIN Agenda 932523752 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 ALTON E. YOTHER Withheld Against 02 Adopt Non-Employee Director Plan Management For For 03 Approve Cash/Stock Bonus Plan Management For For 04 Approve Authorized Common Stock Increase Management Against Against ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 6550 0 16-May-2006 16-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- HANSEN NATURAL CORPORATION ---------------------------------------------------------------------------------------------------------------------------------- Security 411310105 Meeting Type Special Ticker Symbol HANS Meeting Date 01-Jun-2006 ISIN Agenda 932513307 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Approve Authorized Common Stock Increase Management Against Against 02 Amend Incentive Stock Option Plan Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 20 2180 08-May-2006 08-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- CALAMOS ASSET MANAGEMENT, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 12811R104 Meeting Type Annual Ticker Symbol CLMS Meeting Date 01-Jun-2006 ISIN Agenda 932516175 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 ARTHUR L. KNIGHT Withheld Against 2 G. BRADFORD BULKLEY Withheld Against 3 RICHARD W. GILBERT Withheld Against 02 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 4604 0 10-May-2006 10-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- THE WET SEAL, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 961840105 Meeting Type Annual Ticker Symbol WTSLA Meeting Date 06-Jun-2006 ISIN Agenda 932525299 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 JONATHAN DUSKIN For For 2 SIDNEY M. HORN For For 3 HAROLD D. KAHN For For 4 KENNETH M. REISS For For 5 ALAN SIEGEL For For 6 JOEL N. WALLER For For 7 HENRY D. WINTERSTERN For For 8 MICHAEL ZIMMERMAN For For 02 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 800 18700 16-May-2006 16-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- H&E EQUIPMENT SERVICES, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 404030108 Meeting Type Annual Ticker Symbol HEES Meeting Date 06-Jun-2006 ISIN Agenda 932529324 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 GARY W BAGLEY For For 2 JOHN M. ENGQUIST For For 3 KEITH E. ALESSI For For 4 BRUCE C. BRUCKMANN For For 5 LAWRENCE C. KARLSON For For 6 JOHN T. SAWYER For For 02 Amend Incentive Stock Option Plan Management For For 03 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 0 5800 18-May-2006 18-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- DJO, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 23325G104 Meeting Type Annual Ticker Symbol DJO Meeting Date 07-Jun-2006 ISIN Agenda 932514640 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 CHARLES T. ORSATTI Withheld Against 2 LEWIS PARKER Withheld Against 02 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 2500 0 10-May-2006 10-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- RADIANT SYSTEMS, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 75025N102 Meeting Type Annual Ticker Symbol RADS Meeting Date 07-Jun-2006 ISIN Agenda 932516567 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 WILLIAM A. CLEMENT, JR. Withheld Against 2 ALON GOREN Withheld Against ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 7200 0 10-May-2006 10-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- CUBIST PHARMACEUTICALS, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 229678107 Meeting Type Annual Ticker Symbol CBST Meeting Date 08-Jun-2006 ISIN Agenda 932512040 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 DAVID W. MARTIN, JR. Withheld Against 2 KENNETH M. BATE Withheld Against 02 Ratify Appointment Of Independent Auditors Management For For 03 Amend Incentive Stock Option Plan Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 8600 0 08-May-2006 08-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- ILLUMINA, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 452327109 Meeting Type Annual Ticker Symbol ILMN Meeting Date 08-Jun-2006 ISIN Agenda 932528803 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 KARIN EASTHAM Withheld Against 2 JAY T. FLATLEY Withheld Against 3 W.H. RASTETTER, PH.D. Withheld Against 02 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 5800 3600 18-May-2006 18-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- LIFETIME BRANDS, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 53222Q103 Meeting Type Annual Ticker Symbol LCUT Meeting Date 08-Jun-2006 ISIN Agenda 932531761 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 JEFFREY SIEGEL For For 2 RONALD SHIFTAN For For 3 CRAIG PHILLIPS For For 4 HOWARD BERNSTEIN For For 5 MICHAEL JEARY For For 6 SHELDON MISHER For For 7 CHERRIE NANNINGA For For 8 WILLIAM WESTERFIELD For For 02 Ratify Appointment Of Independent Auditors Management For For 03 Amend Incentive Stock Option Plan Management For For 04 Amend Cash/Stock Bonus Plan Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 5594 0 19-May-2006 19-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- BRONCO DRILLING COMPANY, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 112211107 Meeting Type Annual Ticker Symbol BRNC Meeting Date 09-Jun-2006 ISIN Agenda 932528221 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 MIKE LIDDELL For For 2 D. FRANK HARRISON For For 3 DAVID L. HOUSTON For For 4 PHILLIP G. LANCASTER For For 5 WILLIAM R. SNIPES For For 02 Adopt Incentive Stock Option Plan Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 1200 1300 18-May-2006 18-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- COGNIZANT TECHNOLOGY SOLUTIONS CORP. ---------------------------------------------------------------------------------------------------------------------------------- Security 192446102 Meeting Type Annual Ticker Symbol CTSH Meeting Date 13-Jun-2006 ISIN Agenda 932519967 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 VENETIA KONTOGOURIS Withheld Against 2 THOMAS M. WENDEL Withheld Against 02 Amend Incentive Stock Option Plan Management For For 03 Authorize Dual Classes of stock Increase Management Against Against 04 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 5900 0 15-May-2006 15-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- IKANOS COMMUNICATIONS ---------------------------------------------------------------------------------------------------------------------------------- Security 45173E105 Meeting Type Annual Ticker Symbol IKAN Meeting Date 13-Jun-2006 ISIN Agenda 932523714 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 MICHAEL GOGUEN Withheld Against 2 G. VENKATESH Withheld Against 02 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 950 11450 16-May-2006 16-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- PDL BIOPHARMA, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 69329Y104 Meeting Type Annual Ticker Symbol PDLI Meeting Date 14-Jun-2006 ISIN Agenda 932533537 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 KAREN A. DAWES Withheld Against 2 BRADFORD S. GOODWIN Withheld Against 3 MARK MCDADE Withheld Against 02 Ratify Appointment Of Independent Auditors Management For For 03 Approve Motion To Adjourn Meeting Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 0 9700 22-May-2006 22-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- BLACKBOARD INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 091935502 Meeting Type Annual Ticker Symbol BBBB Meeting Date 14-Jun-2006 ISIN Agenda 932537092 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 MICHAEL L. CHASEN Withheld Against 2 STEVEN B. GRUBER Withheld Against 02 Amend Incentive Stock Option Plan Management For For 03 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 12200 0 31-May-2006 31-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- SALIX PHARMACEUTICALS, LTD. ---------------------------------------------------------------------------------------------------------------------------------- Security 795435106 Meeting Type Annual Ticker Symbol SLXP Meeting Date 15-Jun-2006 ISIN Agenda 932524235 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 JOHN F. CHAPPELL For For 2 THOMAS W. D'ALONZO For For 3 RICHARD A. FRANCO, SR. For For 4 WILLIAM HARRAL III For For 5 WILLIAM P. KEANE For For 6 CAROLYN J. LOGAN For For 02 Amend Incentive Stock Option Plan Management 03 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 10200 0 16-May-2006 16-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- ANSYS, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 03662Q105 Meeting Type Annual Ticker Symbol ANSS Meeting Date 15-Jun-2006 ISIN Agenda 932532941 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 PETER J. SMITH Withheld Against 2 BRADFORD C. MORLEY Withheld Against 3 PATRICK J. ZILVITIS Withheld Against 02 Approve Authorized Common Stock Increase Management Against Against 03 Amend Stock Option Plan Management For For 04 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 6700 0 22-May-2006 22-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- NOVAMED, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 66986W108 Meeting Type Annual Ticker Symbol NOVA Meeting Date 20-Jun-2006 ISIN Agenda 932530404 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 THOMAS S. HALL Withheld Against 2 R. JUDD JESSUP Withheld Against 02 Approve Cash/Stock Bonus Plan Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 12636 0 19-May-2006 19-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- WORLD FUEL SERVICES CORPORATION ---------------------------------------------------------------------------------------------------------------------------------- Security 981475106 Meeting Type Annual Ticker Symbol INT Meeting Date 20-Jun-2006 ISIN Agenda 932537559 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 PAUL H. STEBBINS For For 2 MICHAEL J. KASBAR For For 3 KEN BAKSHI For For 4 JOHN R. BENBOW For For 5 RICHARD A. KASSAR For For 6 MYLES KLEIN For For 7 J. THOMAS PRESBY For For 8 STEPHEN K. RODDENBERRY For For 9 JEROME SIDEL For For 02 Adopt Omnibus Stock Option Plan Management For For 03 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 2000 0 26-May-2006 26-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- OPSWARE INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 68383A101 Meeting Type Annual Ticker Symbol OPSW Meeting Date 20-Jun-2006 ISIN Agenda 932543336 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 WILLIAM V. CAMPBELL Withheld Against 2 MICHAEL S. OVITZ Withheld Against 3 MICHELANGELO A. VOLPI Withheld Against 02 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 4800 11600 06-Jun-2006 06-Jun-2006 ---------------------------------------------------------------------------------------------------------------------------------- BE AEROSPACE, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 073302101 Meeting Type Annual Ticker Symbol BEAV Meeting Date 28-Jun-2006 ISIN Agenda 932524588 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 RICHARD G. HAMERMESH Withheld Against 2 AMIN J. KHOURY Withheld Against 02 Adopt Incentive Stock Option Plan Management For For 03 Approve Authorized Common Stock Increase Management Against Against 04 S/H Proposal - Adhere To Macbride Principles Shareholder For Against ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 3100 17900 16-May-2006 16-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- MOBILE MINI, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 60740F105 Meeting Type Annual Ticker Symbol MINI Meeting Date 28-Jun-2006 ISIN Agenda 932533715 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 STEPHEN A. MCCONNELL Withheld Against 2 JEFFREY S. GOBLE Withheld Against 02 Adopt Incentive Stock Option Plan Management For For 03 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 0 2100 22-May-2006 22-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- SMITH MICRO SOFTWARE, INC. ---------------------------------------------------------------------------------------------------------------------------------- Security 832154108 Meeting Type Annual Ticker Symbol SMSI Meeting Date 29-Jun-2006 ISIN Agenda 932527685 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 THOMAS G. CAMPBELL Withheld Against 2 TED L. HOFFMAN Withheld Against 02 Ratify Appointment Of Independent Auditors Management For For 03 Transact Other Business Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 10300 0 19-May-2006 19-May-2006 ---------------------------------------------------------------------------------------------------------------------------------- LIFECELL CORPORATION ---------------------------------------------------------------------------------------------------------------------------------- Security 531927101 Meeting Type Annual Ticker Symbol LIFC Meeting Date 29-Jun-2006 ISIN Agenda 932543449 - Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ Item Proposal Type Vote For/Against Management ------------------------ ---------------------------------------------------- ----------- --------------------------- ------------ 01 Election Of Directors Management 1 PAUL G. THOMAS For For 2 MICHAEL E. CAHR For For 3 DAVID FITZGERALD For For 4 JAMES G. FOSTER For For 5 MICHAEL R. MINOGUE For For 6 ROBERT P. ROCHE, JR. For For 7 MARTIN P. SUTTER For For 02 Amend Stock Compensation Plan Management For For 03 Ratify Appointment Of Independent Auditors Management For For ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed Loan ---------------------------- ---------------------------- --------------- --- ----------- ---------------- ----------------------- 000394914 93I 11400 1900 06-Jun-2006 06-Jun-2006
Fund: Principal Variable Contracts - SmallCap Growth Sub-Advisor: UBS Global Asset Management (Americas) Inc. Mgmt Rec - Company Management Recommended Vote Vote Summary Report Apr 01, 2006 - Jun 30, 2006 Principal Variable Contracts Fund, Inc. 00802800 - 00802800
Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------- ------------- ------------ --------------- ----------- ---------- ---------- -------------------------------------------------------------------------------------------------------------------------------- 04/04/06 - APhotronics, Inc. *PLAB* 719405102 02/14/06 19,200 1 Elect Directors For For Mgmt 1.1 Elect Director Walter M. Fiederowicz --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Joseph A. Fiorita, Jr. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director Michael J. Luttati --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.4 Elect Director Constantine S. Macricostas --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.5 Elect Director George C. Macricostas --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.6 Elect Director Willem D. Maris --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.7 Elect Director Mitchell G. Tyson --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 04/18/06 - AInvestors Financial Services Corp. 461915100 02/23/06 18,500 *IFIN* 1 Elect Directors For For Mgmt 1.1 Elect Director Richard P. Boyatzi --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Frank B. Condon, Jr. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director John I. Snow, III --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Approve/Amend Executive Incentive Bonus Plan For For Mgmt We will not try to micro-manage compensation schemes, however, we believe remuneration should not be excessive, and we will not support compensation plans that are poorly structured or otherwise egregious. 3 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 04/20/06 - AGenlyte Group, Inc. (The) *GLYT* 372302109 03/01/06 9,300 1 Elect Directors For For Mgmt 1.1 Elect Director John T. Baldwin --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director David M. Engelman --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 04/20/06 - AProgress Software Corp. *PRGS* 743312100 02/24/06 23,300 1 Fix Number of and Elect Directors For For Mgmt When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Elect Directors For Split Mgmt 2.1 Elect Director Joseph W. Alsop --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2.2 Elect Director Roger J. Heinen, Jr. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2.3 Elect Director Michael L. Mark --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2.4 Elect Director Scott A. Mcgregor --- Withhold For holdings managed pursuant to quantitative, index or index-like strategies, we may delegate the authority to exercise voting rights for such strategies to an independent proxy voting and research service with the direction that the votes be exercised i 2.5 Elect Director Amram Rasiel --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 3 Amend Omnibus Stock Plan For For Mgmt We will not try to micro-manage compensation schemes, however, we believe remuneration should not be excessive, and we will not support compensation plans that are poorly structured or otherwise egregious. 04/21/06 - ACRA International Inc *CRAI* 12618T105 03/13/06 12,500 1 Elect Directors For For Mgmt 1.1 Elect Director Basil L. Anderson --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Ronald T. Maheu --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director Nancy L. Rose --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Approve Omnibus Stock Plan For For Mgmt We will not try to micro-manage compensation schemes, however, we believe remuneration should not be excessive, and we will not support compensation plans that are poorly structured or otherwise egregious. 04/25/06 - SCognex Corp. *CGNX* 192422103 03/03/06 22,200 1 Elect Directors For For Mgmt 1.1 Elect Director Robert J. Shillman --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Reuben Wasserman --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 04/27/06 - AAmerican Axle & Manufacturing 024061103 03/01/06 9,000 Holdings, Inc. *AXL* 1 Elect Directors For For Mgmt 1.1 Elect Director Forest J. Farmer --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Richard C. Lappin --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director Thomas K. Walker --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 04/28/06 - AGuitar Center, Inc. *GTRC* 402040109 03/10/06 9,900 1 Elect Directors For For Mgmt 1.1 Elect Director Marty Albertson --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Larry Livingston --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director Pat Macmillan --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.4 Elect Director Bob L. Martin --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.5 Elect Director George Mrkonic --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.6 Elect Director Kenneth Reiss --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.7 Elect Director Walter Rossi --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.8 Elect Director Peter Starrett --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.9 Elect Director Paul Tarvin --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Amend Omnibus Stock Plan For For Mgmt We will not try to micro-manage compensation schemes, however, we believe remuneration should not be excessive, and we will not support compensation plans that are poorly structured or otherwise egregious. 3 Increase Authorized Common Stock For For Mgmt When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 4 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 05/02/06 - ATETRA Technologies, Inc. *TTI* 88162F105 03/03/06 32,925 1 Elect Directors For For Mgmt 1.1 Elect Director Paul D. Coombs --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Allen T. Mcinnes --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director J. Taft Symonds --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 3 Increase Authorized Common Stock For For Mgmt When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 4 Amend Articles to Declassify the Board of For For Mgmt Directors and Remove Directors Without Cause When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 5 Approve Omnibus Stock Plan For For Mgmt We will not try to micro-manage compensation schemes, however, we believe remuneration should not be excessive, and we will not support compensation plans that are poorly structured or otherwise egregious. 05/03/06 - AIsis Pharmaceuticals, Inc. *ISIS* 464330109 03/07/06 21,800 1 Elect Directors For For Mgmt 1.1 Elect Director Richard D. DiMarchi, Ph.D. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Christopher F.O. Gabrieli --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director Joseph Klein, III --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.4 Elect Director Frederick T. Muto --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Increase Authorized Common Stock For For Mgmt When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 3 Amend Non-Employee Director Stock Option For For Mgmt Plan We will not try to micro-manage compensation schemes, however, we believe remuneration should not be excessive, and we will not support compensation plans that are poorly structured or otherwise egregious. 4 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 05/03/06 - AUnited Surgical Partners 913016309 03/15/06 19,250 International Inc *USPI* 1 Elect Directors For For Mgmt 1.1 Elect Director Joel T. Allison --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Boone Powell, Jr. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director Jerry P. Widman --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 05/04/06 - ALandstar System, Inc. *LSTR* 515098101 03/15/06 20,600 1 Elect Directors For For Mgmt 1.1 Elect Director Ronald W. Drucker --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Henry H. Gerkens --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Ratify Auditors For For Mgmt We generally vote for proposals that seek to fix the size of the board and/or require shareholder approval to alter the size of the board and that allow shareholders to remove directors with or without cause. 3 Amend Executive Incentive Bonus Plan For For Mgmt We will not try to micro-manage compensation schemes, however, we believe remuneration should not be excessive, and we will not support compensation plans that are poorly structured or otherwise egregious. 05/04/06 - APediatrix Medical Group, Inc. *PDX* 705324101 03/15/06 14,330 1 Elect Directors For For Mgmt 1.1 Elect Director Cesar L. Alvarez --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Waldemar A. Carlo, M.D. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director Michael B. Fernandez --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.4 Elect Director Roger K. Freeman, M.D. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.5 Elect Director Paul G. Gabos --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.6 Elect Director P.J. Goldschmidt, M.D. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.7 Elect Director Roger J. Medel, M.D. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.8 Elect Director Lawrence M. Mullen --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.9 Elect Director Enrique J. Sosa, Ph.D. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 05/08/06 - ALKQ Corp. *LKQX* 501889208 03/31/06 18,900 1 Elect Directors For For Mgmt 1.1 Elect Director A. Clinton Allen --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Robert M. Devlin --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director Donald F. Flynn --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.4 Elect Director Joseph M. Holsten --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.5 Elect Director Paul M. Meister --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.6 Elect Director John F. O'Brien --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.7 Elect Director William M. Webster, Iv --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Approve Executive Incentive Bonus Plan For For Mgmt We will not try to micro-manage compensation schemes, however, we believe remuneration should not be excessive, and we will not support compensation plans that are poorly structured or otherwise egregious. 3 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 05/08/06 - ANAUTILUS INC *NLS* 63910B102 03/09/06 20,600 1 Elect Directors For For Mgmt 1.1 Elect Director Peter A. Allen --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Ronald P. Badie --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director Robert S. Falcone --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.4 Elect Director Greggory C. Hammann --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.5 Elect Director Frederick T. Hull --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.6 Elect Director Donald W. Keeble --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.7 Elect Director Paul F. Little --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.8 Elect Director Diane L. Neal --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.9 Elect Director Marvin G. Siegert --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Ratify Auditors For For Mgmt We generally vote for proposals that seek to fix the size of the board and/or require shareholder approval to alter the size of the board and that allow shareholders to remove directors with or without cause. 05/09/06 - ACharles River Laboratories 159864107 03/13/06 4,972 International, Inc. *CRL* 1 Elect Directors For For Mgmt 1.1 Elect Director James C. Foster --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Stephen D. Chubb --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director George E. Massaro --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.4 Elect Director Linda Mcgoldrick --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.5 Elect Director George M. Milne, Jr. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.6 Elect Director Douglas E. Rogers --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.7 Elect Director Samuel O. Thier --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.8 Elect Director William H. Waltrip --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 05/09/06 - ADresser-Rand Group Inc. *DRC* 261608103 03/31/06 12,300 1 Elect Directors For For Mgmt 1.1 Elect Director William E. Macaulay --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Kenneth W. Moore --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director Thomas J. Sikorski --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.4 Elect Director Vincent R. Volpe Jr. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.5 Elect Director Michael L. Underwood --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.6 Elect Director Philip R, Roth --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.7 Elect Director Louis A. Raspino --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.8 Elect Director Mark A. Mccomiskey --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 05/10/06 - ABenchmark Electronics, Inc. *BHE* 08160H101 03/31/06 22,350 1 Elect Directors For For Mgmt 1.1 Elect Director Donald E. Nigbor --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Cary T. Fu --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director Steven A. Barton --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.4 Elect Director John W. Cox --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.5 Elect Director Peter G. Dorflinger --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.6 Elect Director Laura W. Lang --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.7 Elect Director Bernee D.L. Strom --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Increase Authorized Common Stock For For Mgmt When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 3 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 05/11/06 - AHub Group, Inc. *HUBG* 443320106 03/15/06 19,800 1 Elect Directors For For Mgmt 1.1 Elect Director Phillip C. Yeager --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director David P. Yeager --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director Mark A. Yeager --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.4 Elect Director Gary D. Eppen --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.5 Elect Director Charles R. Reaves --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.6 Elect Director Martin P. Slark --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 05/11/06 - AViasys Healthcare, Inc. *VAS* 92553Q209 03/10/06 26,200 1 Elect Directors For For Mgmt 1.1 Elect Director Ronald A. Ahrens --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Fred B. Parks, Ph.D. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Declassify the Board of Directors For For Mgmt When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 3 Amend Omnibus Stock Plan For For Mgmt We will not try to micro-manage compensation schemes, however, we believe remuneration should not be excessive, and we will not support compensation plans that are poorly structured or otherwise egregious. 4 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 05/12/06 - AThe Middleby Corp. *MIDD* 596278101 03/27/06 5,900 1 Elect Directors For For Mgmt 1.1 Elect Director Selim A. Bassoul --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Robert B. Lamb --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director Ryan Levenson --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.4 Elect Director John R. Miller, III --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.5 Elect Director Gordon O'Brien --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.6 Elect Director Philip G. Putnam --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.7 Elect Director Sabin C. Streeter --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.8 Elect Director Robert L. Yohe --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 3 Approve Executive Incentive Bonus Plan For For Mgmt We will not try to micro-manage compensation schemes, however, we believe remuneration should not be excessive, and we will not support compensation plans that are poorly structured or otherwise egregious. 05/16/06 - APsychiatric Solutions, Inc. *PSYS* 74439H108 04/11/06 29,000 1 Elect Directors For For Mgmt 1.1 Elect Director David M. Dill --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Christopher Grant, Jr. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Approve Executive Incentive Bonus Plan For For Mgmt We will not try to micro-manage compensation schemes, however, we believe remuneration should not be excessive, and we will not support compensation plans that are poorly structured or otherwise egregious. 3 Approve Omnibus Stock Plan For For Mgmt We will not try to micro-manage compensation schemes, however, we believe remuneration should not be excessive, and we will not support compensation plans that are poorly structured or otherwise egregious. 4 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 05/16/06 - ARadiSys Corp. *RSYS* 750459109 03/21/06 16,600 1 Elect Directors For For Mgmt 1.1 Elect Director C. Scott Gibson --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Scott C. Grout --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director Ken J. Bradley --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.4 Elect Director Richard J. Faubert --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.5 Elect Director William W. Lattin --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.6 Elect Director Kevin C. Melia --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.7 Elect Director Carl W. Neun --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.8 Elect Director Lorene K. Steffes --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 05/17/06 - ALabor Ready, Inc. *LRW* 505401208 03/29/06 31,700 1 Elect Directors For For Mgmt 1.1 Elect Director Steven C. Cooper --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Keith D. Grinstein --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director Thomas E. Mcchesney --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.4 Elect Director Gates Mckibbin --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.5 Elect Director J.P. Sambataro, Jr. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.6 Elect Director William W. Steele --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.7 Elect Director Robert J. Sullivan --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.8 Elect Director Craig E. Tall --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 05/17/06 - ASecure Computing Corp. *SCUR* 813705100 03/21/06 29,000 1 Elect Directors For For Mgmt 1.1 Elect Director Robert J. Frankenberg --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director John McNulty --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director James Jordan --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Amend Omnibus Stock Plan For For Mgmt We will not try to micro-manage compensation schemes, however, we believe remuneration should not be excessive, and we will not support compensation plans that are poorly structured or otherwise egregious. 3 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 05/18/06 - ASteel Dynamics, Inc. *STLD* 858119100 03/28/06 11,600 1 Elect Directors For For Mgmt 1.1 Elect Director Keith E. Busse --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Mark D. Millett --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director Richard P. Teets, Jr. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.4 Elect Director John C. Bates --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.5 Elect Director Frank D. Byrne, M.D. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.6 Elect Director Paul B. Edgerley --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.7 Elect Director Richard J. Freeland --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.8 Elect Director Jurgen Kolb --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.9 Elect Director James C. Marcuccilli --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.10 Elect Director Joseph D. Ruffolo --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 3 Approve Omnibus Stock Plan For For Mgmt We will not try to micro-manage compensation schemes, however, we believe remuneration should not be excessive, and we will not support compensation plans that are poorly structured or otherwise egregious. 05/18/06 - AUCBH Holdings, Inc. *UCBH* 90262T308 03/31/06 47,240 1 Elect Directors For For Mgmt 1.1 Elect Director Joseph J. Jou --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director James Kwok --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director David Ng --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Approve Executive Incentive Bonus Plan For For Mgmt We will not try to micro-manage compensation schemes, however, we believe remuneration should not be excessive, and we will not support compensation plans that are poorly structured or otherwise egregious. 3 Amend Omnibus Stock Plan For For Mgmt We will not try to micro-manage compensation schemes, however, we believe remuneration should not be excessive, and we will not support compensation plans that are poorly structured or otherwise egregious. 4 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 05/19/06 - ABIOMED REALTY TRUST INC *BMR* 09063H107 03/31/06 12,300 1 Elect Directors For For Mgmt 1.1 Elect Director Alan D. Gold --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Barbara R. Cambon --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director Edward A. Dennis, Ph.D. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.4 Elect Director Gary A. Kreitzer --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.5 Elect Director Mark J. Riedy, Ph.D. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.6 Elect Director Theodore D. Roth --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.7 Elect Director M. Faye Wilson --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 05/19/06 - ATechnical Olympic USA, Inc. *TOA* 878483106 04/10/06 1,682 1 Elect Directors For For Mgmt 1.1 Elect Director Konstantinos Stengos --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Antonio B. Mon --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director Andreas Stengos --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.4 Elect Director George Stengos --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.5 Elect Director Marianna Stengou --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.6 Elect Director Larry D. Horner --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.7 Elect Director William A. Hasler --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.8 Elect Director Michael J. Poulos --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.9 Elect Director Susan B. Parks --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.10 Elect Director J. Bryan Whitworth --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.11 Elect Director Tommy L. Mcaden --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Amend Omnibus Stock Plan For For Mgmt We will not try to micro-manage compensation schemes, however, we believe remuneration should not be excessive, and we will not support compensation plans that are poorly structured or otherwise egregious. 05/19/06 - AVentas, Inc. *VTR* 92276F100 03/20/06 22,700 1 Elect Directors For For Mgmt 1.1 Elect Director Debra A. Cafaro --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Douglas Crocker, II --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director Jay M. Gellert --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.4 Elect Director Ronald G. Geary --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.5 Elect Director Christopher T. Hannon --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.6 Elect Director Sheli Z. Rosenberg --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.7 Elect Director Thomas C. Theobald --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 3 Approve Omnibus Stock Plan For For Mgmt We will not try to micro-manage compensation schemes, however, we believe remuneration should not be excessive, and we will not support compensation plans that are poorly structured or otherwise egregious. 4 Approve Non-Employee Director Omnibus Stock For For Mgmt Plan We will not try to micro-manage compensation schemes, however, we believe remuneration should not be excessive, and we will not support compensation plans that are poorly structured or otherwise egregious. 05/23/06 - AChipotle Mexican Grill Inc *CMG* 169656105 04/19/06 1,400 1 Elect Directors For For Mgmt 1.1 Elect Director Steve Ells --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Patrick J. Flynn --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 05/23/06 - AIncyte Corp. *INCY* 45337C102 04/10/06 19,307 1 Elect Directors For For Mgmt 1.1 Elect Director Richard U. De Schutter --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Barry M. Ariko --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director Julian C. Baker --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.4 Elect Director Paul A. Brooke --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.5 Elect Director Matthew W. Emmens --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.6 Elect Director Paul A. Friedman, M.D. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.7 Elect Director John F. Niblack, Ph.D. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.8 Elect Director Roy A. Whitfield --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Amend Qualified Employee Stock Purchase Plan For For Mgmt When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 3 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 05/23/06 - AQuicksilver Resources Inc. *KWK* 74837R104 03/31/06 15,950 1 Elect Directors For For Mgmt 1.1 Elect Director Glenn Darden --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director James A. Hughes --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director W. Yandell Rogers, III --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 3 Increase Authorized Common Stock For For Mgmt When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 4 Approve Omnibus Stock Plan For For Mgmt We will not try to micro-manage compensation schemes, however, we believe remuneration should not be excessive, and we will not support compensation plans that are poorly structured or otherwise egregious. 05/23/06 - ARudolph Technologies, Inc. *RTEC* 781270103 03/31/06 21,004 1 Elect Directors For For Mgmt 1.1 Elect Director Paul Craig --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Paul F. McLaughlin --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director Carl E. Ring, Jr. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 05/23/06 - ASilicon Image, Inc. *SIMG* 82705T102 03/31/06 41,000 1 Elect Directors For For Mgmt 1.1 Elect Director Peter Hanelt --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director William George --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 05/24/06 - AAspect Medical Systems *ASPM* 045235108 04/11/06 12,600 1 Elect Directors For For Mgmt 1.1 Elect Director Nassib G. Chamoun --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director James J. Mahoney, Jr. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 3 Other Business For Against Mgmt In certain instances when we do not have enough information we may choose to abstain or vote against a particular proposal. 05/24/06 - ANuvelo, Inc. *NUVO* 67072M301 03/31/06 15,400 1 Elect Directors For For Mgmt 1.1 Elect Director Ted W. Love, M.D. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Burton E. Sobel, M.D. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Amend Omnibus Stock Plan For For Mgmt We will not try to micro-manage compensation schemes, however, we believe remuneration should not be excessive, and we will not support compensation plans that are poorly structured or otherwise egregious. 3 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 05/24/06 - APDF Solutions, Inc. *PDFS* 693282105 04/04/06 5,700 1 Elect Directors For For Mgmt 1.1 Elect Director Lucio L. Lanza --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Kimon Michaels, Ph.D. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 05/25/06 - AArthroCare Corp. *ARTC* 043136100 04/03/06 16,700 1 Elect Directors For For Mgmt 1.1 Elect Director Michael A. Baker --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Barbara D. Boyan, Ph.D. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director David F. Fitzgerald --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.4 Elect Director James G. Foster --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.5 Elect Director Tord B. Lendau --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.6 Elect Director Jerry P. Widman --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.7 Elect Director Peter L. Wilson --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Amend Omnibus Stock Plan For For Mgmt We will not try to micro-manage compensation schemes, however, we believe remuneration should not be excessive, and we will not support compensation plans that are poorly structured or otherwise egregious. 3 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 05/25/06 - APanera Bread Company *PNRA* 69840W108 03/27/06 4,550 1 Elect Directors For For Mgmt 1.1 Elect Director Domenic Colasacco --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Thomas E. Lynch --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Approve Omnibus Stock Plan For For Mgmt We will not try to micro-manage compensation schemes, however, we believe remuneration should not be excessive, and we will not support compensation plans that are poorly structured or otherwise egregious. 3 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 05/25/06 - ARSA Security Inc. *RSAS* 749719100 04/05/06 23,100 1 Elect Directors For For Mgmt 1.1 Elect Director Robert P. Badavas --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Arthur W. Coviello, Jr. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director James K. Sims --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 05/25/06 - ATelik, Inc. *TELK* 87959M109 03/28/06 13,300 1 Elect Directors For For Mgmt 1.1 Elect Director Stefan Ryser, Ph.D. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Robert W. Frick --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director Mary Ann Gray, Ph.D. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 3 Amend Non-Employee Director Stock Option For For Mgmt Plan We will not try to micro-manage compensation schemes, however, we believe remuneration should not be excessive, and we will not support compensation plans that are poorly structured or otherwise egregious. 06/05/06 - AOrient Express Hotels, Inc. *OEH* G67743107 04/26/06 19,600 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 1.1 Elect Director John D. Campbell --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director James B. Hurlock --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director Prudence M. Leith --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.4 Elect Director J. Robert Lovejoy --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.5 Elect Director Georg R. Rafael --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.6 Elect Director James B. Sherwood --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.7 Elect Director Simon M.C. Sherwood --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 AMENDMENTS TO THE COMPANY S BYE-LAWS TO For For Mgmt PERMIT DELIVERY OF NOTICES AND OTHER DOCUMENTS BY POSTING THEM ON THE COMPANY S WEBSITE AND NOTICES OF ITS GENERAL MEETINGS TO BE GIVEN THROUGH THE COMPANY S WEBSITE OR BY MAIL. When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 3 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 06/05/06 - ARenovis, Inc *RNVS* 759885106 04/13/06 12,200 1 Elect Directors For For Mgmt 1.1 Elect Director Anthony B. Evnin, Ph.D. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Judith A. Hemberger Phd --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 06/05/06 - AVCA Antech, Inc. *WOOF* 918194101 04/07/06 39,400 1 Elect Directors For For Mgmt 1.1 Elect Director John M. Baumer --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Frank Reddick --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 3 Approve Omnibus Stock Plan For For Mgmt We will not try to micro-manage compensation schemes, however, we believe remuneration should not be excessive, and we will not support compensation plans that are poorly structured or otherwise egregious. 06/06/06 - AHealthspring Inc *HS* 42224N101 04/24/06 8,100 1 Elect Directors For For Mgmt 1.1 Elect Director Herbert A. Fritch --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Joseph P. Nolan --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director Bruce M. Fried --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Amend Omnibus Stock Plan For For Mgmt We will not try to micro-manage compensation schemes, however, we believe remuneration should not be excessive, and we will not support compensation plans that are poorly structured or otherwise egregious. 06/08/06 - AKeryx Biopharmaceuticals, Inc *KERX* 492515101 04/17/06 13,400 1 Elect Directors For For Mgmt 1.1 Elect Director Michael S. Weiss --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director I. Craig Henderson M.D. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director Malcolm Hoenlein --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.4 Elect Director Eric Rose, M.D. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.5 Elect Director Lindsay A. Rosenwald Md --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.6 Elect Director Jonathan Spicehandler --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Ratify Auditors For For Mgmt We generally vote for proposals that seek to fix the size of the board and/or require shareholder approval to alter the size of the board and that allow shareholders to remove directors with or without cause. 06/08/06 - APetco Animal Supplies, Inc. *PETC* 716016209 04/27/06 17,100 1 Elect Directors For For Mgmt 1.1 Elect Director Brian K. Devine --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director John G. Danhakl --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Ratify Auditors For For Mgmt We generally vote for proposals that seek to fix the size of the board and/or require shareholder approval to alter the size of the board and that allow shareholders to remove directors with or without cause. 06/12/06 - AUti Worldwide Inc. *UTIW* G87210103 05/16/06 18,900 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 1.1 Elect Director Brian D. Belchers --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Roger I. Macfarlane --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director Matthys J. Wessels --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 TO RATIFY THE APPOINTMENT OF DELOITTE & For For Mgmt TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS OF THE COMPANY. Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 06/13/06 - ACognizant Technology Solutions Corp. 192446102 04/20/06 13,240 *CTSH* 1 Elect Directors For For Mgmt 1.1 Elect Director Venetia Kontogouris --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Thomas M. Wendel --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Amend Omnibus Stock Plan For For Mgmt We will not try to micro-manage compensation schemes, however, we believe remuneration should not be excessive, and we will not support compensation plans that are poorly structured or otherwise egregious. 3 Increase Authorized Common Stock For For Mgmt When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 4 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 06/13/06 - AIkanos Communications, Inc. *IKAN* 45173E105 04/21/06 3,500 1 Elect Directors For For Mgmt 1.1 Elect Director Michael L. Goguen --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director G. Venkatesh --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 06/13/06 - APhillips-Van Heusen Corp. *PVH* 718592108 04/19/06 21,900 1 Elect Directors For For Mgmt 1.1 Elect Director Emanuel Chirico --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Edward H. Cohen --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director Joseph B. Fuller --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.4 Elect Director Joel H. Goldberg --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.5 Elect Director Marc Grosman --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.6 Elect Director Bruce J. Klatsky --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.7 Elect Director Bruce Maggin --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.8 Elect Director Henry Nasella --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.9 Elect Director Rita M. Rodriguez --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Company Specific --Provides the Holders of For For Mgmt our Series B Preferred Stock with the Right to Elect up to Three Directors When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 3 Increase Authorized Common Stock For For Mgmt When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 4 Approve Omnibus Stock Plan For For Mgmt We will not try to micro-manage compensation schemes, however, we believe remuneration should not be excessive, and we will not support compensation plans that are poorly structured or otherwise egregious. 5 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 06/14/06 - AAeropostale, Inc *ARO* 007865108 04/28/06 19,350 1 Elect Directors For For Mgmt 1.1 Elect Director Julian R. Geiger --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Bodil Arlander --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director Ronald Beegle --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.4 Elect Director Mary Elizabeth Burton --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.5 Elect Director Robert B. Chavez --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.6 Elect Director David Edwab --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.7 Elect Director John D. Howard --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.8 Elect Director David B. Vermylen --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.9 Elect Director Karin Hirtler-Garvey --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Amend Stock Option Plan For For Mgmt We will not try to micro-manage compensation schemes, however, we believe remuneration should not be excessive, and we will not support compensation plans that are poorly structured or otherwise egregious. 3 Amend Omnibus Stock Plan For For Mgmt We will not try to micro-manage compensation schemes, however, we believe remuneration should not be excessive, and we will not support compensation plans that are poorly structured or otherwise egregious. 4 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 06/14/06 - ACalifornia Pizza Kitchen, Inc. *CPKI* 13054D109 04/26/06 20,200 1 Elect Directors For For Mgmt 1.1 Elect Director William C. Baker --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Larry S. Flax --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director Henry Gluck --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.4 Elect Director Steven C. Good --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.5 Elect Director Charles G. Phillips --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.6 Elect Director Avedick B. Poladian --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.7 Elect Director Richard L. Rosenfield --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.8 Elect Director Alan I. Rothenberg --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Approve Director and Officer For For Mgmt Indemnification/Liability Provisions When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 3 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 06/14/06 - ADsw Inc *DSW* 23334L102 04/28/06 5,900 1 Elect Directors For For Mgmt 1.1 Elect Director Carolee Friedlander --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Harvey Sonnenberg --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director Allan J. Tanenbaum --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.4 Elect Director Heywood Wilansky --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 06/14/06 - ANeuStar, Inc *NSR* 64126X201 04/24/06 9,700 1 Elect Directors For For Mgmt 1.1 Elect Director Andre Dahan --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Ross Ireland --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director Pamela Joseph --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Ratify Auditors For For Mgmt We generally vote for proposals that seek to fix the size of the board and/or require shareholder approval to alter the size of the board and that allow shareholders to remove directors with or without cause. 06/15/06 - AAffymetrix Inc. *AFFX* 00826T108 04/20/06 400 1 Elect Directors For For Mgmt 1.1 Elect Director Stephen P.A. Fodor, Ph.D. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Paul Berg, Ph.D. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director Susan D. Desmond-Hellmann, M.D. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.4 Elect Director John D. Diekman, Ph.D. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.5 Elect Director Vernon R. Loucks, Jr. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.6 Elect Director David B. Singer --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.7 Elect Director Robert H. Trice, Ph.D. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.8 Elect Director John A. Young --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 06/15/06 - AAvocent Corporation *AVCT* 053893103 05/03/06 5,800 1 Elect Directors For For Mgmt 1.1 Elect Director F.A.('Fran') Dramis Jr --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Stephen F. Thornton --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 3 Amend Omnibus Stock Plan For For Mgmt We will not try to micro-manage compensation schemes, however, we believe remuneration should not be excessive, and we will not support compensation plans that are poorly structured or otherwise egregious. 06/15/06 - AEmcor Group, Inc. *EME* 29084Q100 04/19/06 9,400 1 Elect Directors For For Mgmt 1.1 Elect Director Frank T. MacInnis --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Stephen W. Bershad --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director David A.B. Brown --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.4 Elect Director Larry J. Bump --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.5 Elect Director Albert Fried, Jr. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.6 Elect Director Richard F. Hamm, Jr. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.7 Elect Director Michael T. Yonker --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Amend Omnibus Stock Plan For For Mgmt We will not try to micro-manage compensation schemes, however, we believe remuneration should not be excessive, and we will not support compensation plans that are poorly structured or otherwise egregious. 3 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 06/15/06 - ASciele Pharma Inc *SCRX* 32051K106 05/10/06 22,800 1 Elect Directors For For Mgmt 1.1 Elect Director Dr. John N. Kapoor --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Jerry N. Ellis --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Change Company Name For For Mgmt When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 3 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 06/16/06 - AFoundry Networks, Inc. *FDRY* 35063R100 04/17/06 22,500 1 Elect Directors For For Mgmt 1.1 Elect Director Bobby R. Johnson, Jr. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Alfred J. Amoroso --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director C. Nicholas Keating, Jr. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.4 Elect Director J. Steven Young --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.5 Elect Director Alan L. Earhart --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 3 Approve Omnibus Stock Plan For For Mgmt We will not try to micro-manage compensation schemes, however, we believe remuneration should not be excessive, and we will not support compensation plans that are poorly structured or otherwise egregious. 06/22/06 - AChildren's Place Retail Stores, Inc. 168905107 05/09/06 12,193 (The) *PLCE* 1 Elect Directors For For Mgmt 1.1 Elect Director Malcolm Elvey --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Sally Frame Kasaks --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review. 3 Approve Executive Incentive Bonus Plan For For Mgmt We will not try to micro-manage compensation schemes, however, we believe remuneration should not be excessive, and we will not support compensation plans that are poorly structured or otherwise egregious. 06/27/06 - ACKE Restaurants, Inc. *CKR* 12561E105 05/08/06 42,000 1 Elect Directors For For Mgmt 1.1 Elect Director Carl L. Karcher --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Jerold H. Rubinstein --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director Daniel E. Ponder, Jr. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 06/30/06 - ANeurocrine Biosciences, Inc. *NBIX* 64125C109 05/01/06 4,197 1 Elect Directors For For Mgmt 1.1 Elect Director Joseph A. Mollica, Ph.D. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.2 Elect Director Wylie W. Vale, Ph.D. --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 1.3 Elect Director W. Thomas Mitchell --- For When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 2 Increase Authorized Common Stock For For Mgmt When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 3 Amend Omnibus Stock Plan For For Mgmt We will not try to micro-manage compensation schemes, however, we believe remuneration should not be excessive, and we will not support compensation plans that are poorly structured or otherwise egregious. 4 Amend Qualified Employee Stock Purchase Plan For For Mgmt When our view of the issuers management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposa 5 Ratify Auditors For For Mgmt Unless our objection to managements recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review.
Fund: Principal Variable Contracts Fund, Inc. - SmallCap Value Account Sub-Advisor: J.P. Morgan Investment Management, Inc.
Vote Summary Report Jul 01, 2005 - Jun 30, 2006 SMALL CAP Value Account - PVC - 163460 Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------- ----------------------- ----------- ---------- ------------- -------------- ---------- --------- ---------------------------------------------------------------------------------------------------------------- 07/01/05 - S Chemtura Corp *CEM* 227116100 05/27/2005 11,100 1 Issue Shares in Connection For For Mgmt with an Acquisition 2 Change Company Name For For Mgmt 07/12/05 - A Dobson Communication 256069105 05/02/2005 22,400 Corporation *DCEL* 1 Elect Directors For For Mgmt 2 Increase Authorized Common For For Mgmt Stock and Eliminate Class of Preferred Stock 3 Ratify Auditors For For Mgmt 07/14/05 - A Great Atlantic & 390064103 05/20/2005 5,500 Pacific Tea Co., Inc. (The) *GAP* 1 Elect Directors For Split Mgmt 1.1 Elect Director John D. Barline --- Withhold 1.2 Elect Director Jens-Jurgen Boeckel --- For 1.3 Elect Director Bobbie Andrea Gaunt --- For 1.4 Elect Director Christian W.E. Haub --- For 1.5 Elect Director Helga Haub --- For 1.6 Elect Director Dan Plato Kourkoumelis --- For 1.7 Elect Director Edaward Lewis --- For 1.8 Elect Director Richard L. Nolan --- For 1.9 Elect Director Maureen B. Tart-Bezer --- For 2 Amend Omnibus Stock Plan For Against Mgmt 07/20/05 - A DSP Group, Inc. 23332B106 05/26/2005 4,800 *DSPG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 07/25/05 - A Talk America 87426R202 06/28/2005 7,700 Holdings, Inc. *TALK* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For Against Mgmt 07/26/05 - A SafeNet, Inc. *SFNT* 78645R107 06/24/2005 4,676 1 Elect Directors For Split Mgmt 1.1 Elect Director Anthony A. Caputo --- For 1.2 Elect Director Thomas A. Brooks --- For 1.3 Elect Director Andrew E. Clark --- For 1.4 Elect Director Shelley A. Harrison --- For 1.5 Elect Director Ira A. Hunt, Jr. --- For 1.6 Elect Director Arthur L. Money --- Withhold 1.7 Elect Director Walter W. Straub --- Withhold 1.8 Elect Director Bruce R. Thaw --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 07/26/05 - A Universal Compression 913431102 06/10/2005 3,800 Holdings, Inc. *UCO* 1 Elect Directors For For Mgmt 2 Amend Restricted Stock Plan For Against Mgmt 3 Ratify Auditors For For Mgmt 07/27/05 - A Hayes Lemmerz 420781304 05/31/2005 12,600 International Inc. *HAYZ* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 07/27/05 - A ITLA Capital Corp. 450565106 06/07/2005 1,400 *ITLA* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Non-Employee For For Mgmt Director Stock Option Plan 4 Ratify Auditors For For Mgmt 07/27/05 - A Triumph Group, Inc. 896818101 05/31/2005 5,400 *TGI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Non-Employee Director For For Mgmt Stock Option Plan 4 Amend Non-Employee Director For For Mgmt Stock Option Plan 5 Amend Non-Employee Director For For Mgmt Stock Option Plan 6 Amend Non-Employee Director For For Mgmt Stock Option Plan 07/28/05 - A Agilysys Inc. *AGYS* 00847J105 06/10/2005 13,000 1 Elect Directors For For Mgmt 2 Approve Executive Incentive For For Mgmt Bonus Plan 07/28/05 - A Consolidated 209341106 06/15/2005 1,300 Graphics, Inc. *CGX* 1 Elect Directors For Withhold Mgmt 07/29/05 - A Steris Corp. *STE* 859152100 06/03/2005 4,300 1 Elect Directors For Split Mgmt 1.1 Elect Director Cynthia L. Feldmann --- For 1.2 Elect Director Stephen R. Hardis --- Withhold 1.3 Elect Director Jacqueline B. Kosecoff --- For 1.4 Elect Director Raymond A. Lancaster --- For 1.5 Elect Director J.B. Richey --- For 1.6 Elect Director Mohsen M. Sohi --- For 1.7 Elect Director Les C. Vinney --- For 1.8 Elect Director Michael B. Wood --- For 2 Approve Executive Incentive For For Mgmt Bonus Plan 08/01/05 - A Standard Microsystems 853626109 06/20/2005 3,100 Corp. *SMSC* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 08/02/05 - A CSS Industries, Inc. 125906107 06/06/2005 141 *CSS* 1 Elect Directors For For Mgmt 08/02/05 - A Universal Corp. *UVV* 913456109 06/24/2005 16,800 1 Elect Directors For For Mgmt 08/03/05 - A Keystone Automotive 49338N109 06/17/2005 2,900 Industries, Inc. *KEYS* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 08/03/05 - A World Acceptance 981419104 06/17/2005 15,000 Corp. *WRLD* 1 Elect Directors For Split Mgmt 1.1 Elect Director Charles D. Walters --- For 1.2 Elect Director Douglas R. Jones --- For 1.3 Elect Director A. Alexander McLean, III --- For 1.4 Elect Director James R. Gilreath --- Withhold 1.5 Elect Director William S. Hummers, III --- For 1.6 Elect Director Charles D. Way --- For 1.7 Elect Director Ken R. Bramlett, Jr. --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 08/04/05 - A DRS Technologies, 23330X100 06/23/2005 300 Inc. *DRS* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 08/04/05 - A Eagle Materials Inc. 26969P108 06/10/2005 3,000 *EXP* 1 Ratify Auditors For For Mgmt 08/04/05 - A Manugistics Group, 565011103 06/17/2005 6,400 Inc. 1 Elect Directors For For Mgmt 08/04/05 - S Overnite Corp. 690322102 06/27/2005 7,000 1 Approve Merger Agreement For For Mgmt 2 Adjourn Meeting For For Mgmt 08/08/05 - A Global Imaging 37934A100 07/08/2005 600 Systems Inc. *GISX* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 08/09/05 - A Black Box Corp. 91826107 06/10/2005 3,900 *BBOX* 1 Elect Directors For Split Mgmt 1.1 Elect Director William F. Andrews --- For 1.2 Elect Director Richard L. Crouch --- Withhold 1.3 Elect Director Thomas W. Golonski --- Withhold 1.4 Elect Director Thomas G. Greig --- Withhold 1.5 Elect Director Edward A. Nicholson Phd --- For 1.6 Elect Director Fred C. Young --- For 2 Amend Stock Option Plan For For Mgmt 3 Ratify Auditors For For Mgmt 08/23/05 - A Applied Micro 03822W109 06/27/2005 36,600 Circuits Corp. *AMCC* 1 Elect Directors For For Mgmt 2 Amend Qualified Employee For For Mgmt Stock Purchase Plan 3 Ratify Auditors For For Mgmt 08/23/05 - A Charter 16117M107 07/29/2005 104,100 Communications, Inc. *CHTR* 1 Elect Directors For Withhold Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt 3 Ratify Auditors For For Mgmt 08/23/05 - A La-Z-Boy Inc. *LZB* 505336107 06/30/2005 4,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 08/24/05 - A Amkor Technology, 31652100 06/30/2005 6,800 Inc. *AMKR* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 08/24/05 - S State Financial 856855101 07/06/2005 4,200 Services Corp. 1 Approve Merger Agreement For For Mgmt 2 Adjourn Meeting For For Mgmt 08/25/05 - A Adaptec, Inc. *ADPT* 00651F108 06/27/2005 27,200 1 Elect Directors For For Mgmt 2 Approve Option Exchange For For Mgmt Program 3 Ratify Auditors For For Mgmt 08/25/05 - A Alliance One 18772103 06/17/2005 24,700 International Inc *AOI* 1 Elect Directors For For Mgmt 08/25/05 - A TTM Technologies, 87305R109 06/30/2005 3,500 Inc. *TTMI* 1 Elect Directors For For Mgmt 2 Change State of For For Mgmt Incorporation [Washington to Delaware] 08/26/05 - A Amerco *UHAL* 23586100 07/07/2005 2,700 1 Elect Directors For Split Mgmt 1.1 Elect Director Daniel R. Mullen --- For 1.2 Elect Director John M. Dodds --- For 1.3 Elect Director James P. Shoen --- Withhold 08/26/05 - A PSS World Medical, 69366A100 06/24/2005 11,700 Inc. *PSSI* 1 Elect Directors For For Mgmt 08/30/05 - A Magma Design 559181102 07/28/2005 1,200 Automation, Inc *LAVA* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 09/08/05 - A TALX Corporation 874918105 07/08/2005 2,600 *TALX* 1 Elect Directors For For Mgmt 2 Increase Authorized Common For For Mgmt Stock 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 09/09/05 - A Jakks Pacific, Inc. 4.70E+110 07/18/2005 19,800 *JAKK* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Other Business For For Mgmt 09/12/05 - A Bob Evans Farms, Inc. 96761101 07/15/2005 100 *BOBE* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 09/12/05 - A Quantum Corp. *DSS* 747906204 07/14/2005 52,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 09/13/05 - A Genesis Microchip Inc 37184C103 07/15/2005 6,100 *GNSS* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 09/15/05 - A Integrated Device 458118106 07/27/2005 21,300 Technology, Inc. *IDTI* 1 Elect Directors For For Mgmt 2 Amend Qualified Employee For For Mgmt Stock Purchase Plan 3 Ratify Auditors For For Mgmt 09/15/05 - S Integrated Device 458118106 08/08/2005 20,400 Technology, Inc. *IDTI* 1 Issue Shares in Connection For For Mgmt with an Acquisition 2 Amend Omnibus Stock Plan For For Mgmt 3 Adjourn Meeting For For Mgmt 4 Other Business None For Mgmt 09/16/05 - A Casey's General 147528103 07/22/2005 4,700 Stores, Inc. *CASY* 1 Elect Directors For For Mgmt 09/16/05 - A Ditech Networks INC 25500M103 07/26/2005 6,000 *DITC* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt 3 Amend Non-Employee Director For For Mgmt Stock Option Plan 4 Ratify Auditors For For Mgmt 09/21/05 - A Scholastic Corp. 807066105 07/25/2005 9,900 *SCHL* 1 Elect Directors For For Mgmt 09/27/05 - A Centennial 15133V208 08/19/2005 7,800 Communications Corp *CYCL* 1 Elect Directors For Split Mgmt 1.1 Elect Director Anthony J. de Nicola --- Withhold 1.2 Elect Director James R. Matthews --- Withhold 1.3 Elect Director Thomas E. McInerney --- Withhold 1.4 Elect Director James P. Pellow --- For 1.5 Elect Director Raymond A. Ranelli --- For 1.6 Elect Director Robert D. Reid --- For 1.7 Elect Director Scott N. Schneider --- For 1.8 Elect Director Michael J. Small --- Withhold 1.9 Elect Director J. Stephen Vanderwoude --- For 2 Ratify Auditors For For Mgmt 09/28/05 - S E.piphany, Inc. 26881V100 08/22/2005 3,900 1 Approve Merger Agreement For For Mgmt 2 Approve Sale of Company For For Mgmt Assets 09/29/05 - S Gables Residential 362418105 08/23/2005 2,800 Trust 1 Approve Merger Agreement For For Mgmt 09/29/05 - A Palm Inc *PALM* 696643105 08/01/2005 8,690 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 09/30/05 - A Nara Bancorp, Inc. 63080P105 08/15/2005 700 *NARA* 1 Elect Directors For For Mgmt 2 Authorize New Class of For For Mgmt Preferred Stock 3 Ratify Auditors For For Mgmt 10/06/05 - A Electro Rent Corp. 285218103 08/12/2005 3,400 *ELRC* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Other Business For For Mgmt 10/07/05 - A Isle Of Capri 464592104 08/26/2005 3,400 Casinos, Inc. *ISLE* 1 Elect Directors For Split Mgmt 1.1 Elect Director Bernard Goldstein --- Withhold 1.2 Elect Director Robert S. Goldstein --- Withhold 1.3 Elect Director Emanuel Crystal --- For 1.4 Elect Director Alan J. Glazer --- For 1.5 Elect Director W. Randolph Baker --- For 1.6 Elect Director Jeffrey D. Goldstein --- Withhold 1.7 Elect Director John G. Brackenbury --- Withhold 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 10/10/05 - A Oxford Industries, 691497309 08/22/2005 900 Inc. *OXM* 1 Elect Directors For Split Mgmt 1.1 Elect Director Cecil D. Conlee --- For 1.2 Elect Director J. Reese Lanier, Sr. --- For 1.3 Elect Director Robert E. Shaw --- Withhold 2 Ratify Auditors For For Mgmt 10/12/05 - A Applied Industrial 03820C105 08/19/2005 34,700 Technologies, Inc. *AIT* 1 Elect Directors For For Mgmt 2 Increase Authorized Common For For Mgmt Stock 3 Ratify Auditors For For Mgmt 10/18/05 - A C-COR Inc *CCBL* 125010108 08/19/2005 3,900 1 Elect Directors For Split Mgmt 1.1 Elect Director David A. Woodle --- For 1.2 Elect Director I.N. Rendall Harper, Jr --- For 1.3 Elect Director James E. Carnes --- Withhold 2 Ratify Auditors For For Mgmt 10/18/05 - A Kimball 494274103 08/16/2005 7,700 International, Inc. *KBALB* 1 Elect Directors For For Mgmt 10/18/05 - A Texas Industries, 882491103 08/22/2005 6,300 Inc. *TXI* 1 Elect Directors For For Mgmt 10/19/05 - A AAR Corp. *AIR* 361105 08/22/2005 6,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Non-Employee Director For Against Mgmt Omnibus Stock Plan 10/20/05 - A Applera Corp 38020202 09/01/2005 4,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 10/20/05 - A Electro Scientific 285229100 08/15/2005 3,600 Industries, Inc. *ESIO* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Other Business For For Mgmt 10/25/05 - A Kennametal, Inc. 489170100 09/06/2005 8,200 *KMT* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive For For Mgmt Bonus Plan 3 Ratify Auditors For For Mgmt 10/25/05 - A Oriental Financial 68618W100 09/26/2005 970 Group, Inc. *OFG* 1 Elect Directors For For Mgmt 10/27/05 - PC Exar Corporation 300645108 09/08/2005 3,200 *EXAR* Management Proxy (White Card) 1 Elect Directors For None Mgmt 2 Declassify the Board of Against None ShrHoldr Directors Dissident Proxy (Gold Card) 1 Elect Directors (Opposition For For Mgmt Slate) 2 Declassify the Board of For For ShrHoldr Directors 10/27/05 - A First Place Financial 33610T109 09/09/2005 2,800 Corp. *FPFC* 1 Elect Directors For Split Mgmt 1.1 Elect Director Donald Cagigas --- For 1.2 Elect Director Steven R. Lewis --- Withhold 1.3 Elect Director Samuel A. Roth --- For 1.4 Elect Director Dr. Ronald P. Volpe --- For 2 Ratify Auditors For For Mgmt 10/31/05 - S Tween Brands Inc 890333107 09/19/2005 8,100 *TWB* 1 Approve Omnibus Stock Plan For For Mgmt 11/01/05 - S Commercial Federal 201647104 09/19/2005 4,000 Corp. 1 Approve Merger Agreement For For Mgmt 2 Adjourn Meeting For For Mgmt 11/08/05 - A Burlington Coat 121579106 09/22/2005 8,700 Factory Warehouse Corp. 1 Elect Directors For Split Mgmt 1.1 Elect Director Monroe G. Milstein --- Withhold 1.2 Elect Director Andrew R. Milstein --- Withhold 1.3 Elect Director Alan Silverglat --- For 1.4 Elect Director Stephen E. Milstein --- Withhold 1.5 Elect Director Mark A. Nesci --- Withhold 1.6 Elect Director Roman Ferber --- For 1.7 Elect Director Irving Drillings --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 11/10/05 - A Powerwave 739363109 09/20/2005 24,400 Technologies, Inc. *PWAV* 1 Elect Directors For Split Mgmt 1.1 Elect Director Daniel A. Artusi --- For 1.2 Elect Director Ronald J. Buschur --- For 1.3 Elect Director John L. Clendenin --- For 1.4 Elect Director Bruce C. Edwards --- For 1.5 Elect Director David L. George --- For 1.6 Elect Director Eugene L. Goda --- For 1.7 Elect Director Mikael R. Gottschlich --- For 1.8 Elect Director Carl W. Neun --- For 1.9 Elect Director Andrew J. Sukawaty --- Withhold 2 Approve Omnibus Stock Plan For For Mgmt 3 Amend Non-Employee Director For For Mgmt Stock Option Plan 4 Ratify Auditors For For Mgmt 11/11/05 - A Zale Corp. *ZLC* 988858106 09/12/2005 5,500 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Approve Non-Employee For For Mgmt Director Stock Option Plan 4 Ratify Auditors For For Mgmt 11/17/05 - A CACI International, 127190304 09/26/2005 1,500 Inc. *CAI* 1 Elect Directors For Split Mgmt 1.1 Elect Director Herbert W. Anderson --- For 1.2 Elect Director Michael J. Bayer --- For 1.3 Elect Director Peter A. Derow --- For 1.4 Elect Director Richard L. Leatherwood --- For 1.5 Elect Director J. Phillip London --- For 1.6 Elect Director Barbara A. McNamara --- For 1.7 Elect Director Arthur L. Money --- Withhold 1.8 Elect Director Warren R. Phillips --- For 1.9 Elect Director Charles P. Revoile --- For 1.1 Elect Director Larry D. Welch --- For 11/17/05 - A JLG Industries, Inc. 466210101 09/30/2005 26,100 *JLG* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive For For Mgmt Bonus Plan 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 11/17/05 - A VERTRUE INC *VTRU* 92534N101 09/23/2005 900 1 Elect Directors For For Mgmt 2 Amend Executive Incentive For For Mgmt Bonus Plan 3 Approve Omnibus Stock Plan For Against Mgmt 4 Ratify Auditors For For Mgmt 11/18/05 - A MRV Communications, 553477100 10/07/2005 6,400 Inc. *MRVC* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 11/22/05 - A Dycom Industries, 267475101 10/03/2005 900 Inc. *DY* 1 Elect Directors For Split Mgmt 1.1 Elect Director Thomas G. Baxter --- For 1.2 Elect Director Charles B. Coe --- For 1.3 Elect Director Jack H. Smith --- For 1.4 Elect Director Tony G. Werner --- Withhold 11/30/05 - S Metris Companies Inc. 591598107 11/04/2004 13,700 1 Approve Merger Agreement For For Mgmt 11/30/05 - A Pathmark Stores, Inc. 70322A101 10/21/2005 7,200 (NEW) *PTMK* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Non-Employee Director For For Mgmt Omnibus Stock Plan 4 Ratify Auditors For For Mgmt 11/30/05 - A The Dress Barn, Inc. 261570105 10/17/2005 10,100 *DBRN* 1 Elect Directors For Split Mgmt 1.1 Elect Director Kate Buggeln --- For 1.2 Elect Director Klaus Eppler --- Withhold 1.3 Elect Director David R. Jaffe --- Withhold 1.4 Elect Director Randy L. Pearce --- For 2 Increase Authorized Common For For Mgmt Stock 3 Amend Omnibus Stock Plan For Against Mgmt 4 Approve Executive Incentive For For Mgmt Bonus Plan 5 Approve Qualified Employee For For Mgmt Stock Purchase Plan 12/01/05 - A Emulex Corp. *ELX* 292475209 10/10/2005 4,300 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Amend Non-Employee Director For For Mgmt Omnibus Stock Plan 4 Ratify Auditors For For Mgmt 12/02/05 - S CSK Auto Corp. *CAO* 125965103 10/27/2005 8,200 1 Increase Authorized Common For For Mgmt Stock 12/06/05 - A McData Corporation 580031201 10/17/2005 22,300 *MCDT* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 12/09/05 - A Alexion 15351109 10/28/2005 3,200 Pharmaceuticals, Inc. *ALXN* 1 Elect Directors For Split Mgmt 1.1 Elect Director Leonard Bell, M.D. --- For 1.2 Elect Director David W. Keiser --- For 1.3 Elect Director Max Link, Ph.D. --- Withhold 1.4 Elect Director Joseph A. Madri, Ph.D., M.D. --- For 1.5 Elect Director Larry L. Mathis --- For 1.6 Elect Director R. Douglas Norby --- For 1.7 Elect Director Alvin S. Parven --- For 1.8 Elect Director Ruedi E. Waeger, Ph.D. --- For 2 Ratify Auditors For For Mgmt 12/09/05 - S York International 986670107 11/07/2005 5,300 Corp 1 Approve Merger Agreement For For Mgmt 2 Adjourn Meeting For For Mgmt 12/13/05 - A Financial Federal 317492106 10/26/2005 4,600 Corp. *FIF* 1 Elect Directors For Split Mgmt 1.1 Elect Director Lawrence B. Fisher --- Withhold 1.2 Elect Director Michael C. Palitz --- For 1.3 Elect Director Thomas F. Robards --- For 1.4 Elect Director Paul R. Sinsheimer --- For 1.5 Elect Director Leopold Swergold --- For 1.6 Elect Director H.E. Timanus, Jr. --- For 1.7 Elect Director Michael J. Zimmerman --- For 2 Ratify Auditors For For Mgmt 12/13/05 - S Spinnaker Exploration 84855W109 11/09/2005 3,000 Company 1 Approve Merger Agreement For For Mgmt 2 Adjourn Meeting For For Mgmt 12/14/05 - S Capital Automotive 139733109 11/04/2005 14,600 Reit 1 Approve Merger Agreement For For Mgmt 12/15/05 - A Interpool, Inc. *IPX* 46062R108 10/24/2005 4,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 12/15/05 - A Veritas DGC Inc. 92343P107 10/17/2005 6,200 *VTS* 1 Elect Directors For Split Mgmt 1.1 Elect Director Loren K. Carroll --- For 1.2 Elect Director Clayton P. Cormier --- For 1.3 Elect Director James R. Gibbs --- For 1.4 Elect Director Thierry Pilenko --- For 1.5 Elect Director Jan Rask --- Withhold 1.6 Elect Director Yoram Shoham --- For 1.7 Elect Director David F. Work --- For 1.8 Elect Director Terence K. Young --- For 2 Ratify Auditors For For Mgmt 12/16/05 - S Insight 45768V108 11/07/2005 10,300 Communications Company, Inc. 1 Approve Merger Agreement For For Mgmt 2 Amend For For Mgmt Articles/Bylaws/Charter-Non-Routine 3 Adjourn Meeting For For Mgmt 12/19/05 - A Sycamore Networks, 871206108 10/21/2005 12,500 Inc. *SCMR* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 12/23/05 - S Shopko Stores, Inc. 824911101 08/01/2005 17,800 1 Approve Merger Agreement For Against Mgmt 2 Adjourn Meeting For For Mgmt 12/23/05 - S Shopko Stores, Inc. 824911101 11/04/2005 16,600 1 Approve Merger Agreement For For Mgmt 2 Adjourn Meeting For For Mgmt 12/29/05 - A Systemax Inc. *SYX* 871851101 12/08/2005 9,100 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard Leeds --- Withhold 1.2 Elect Director Bruce Leeds --- Withhold 1.3 Elect Director Robert Leeds --- Withhold 1.4 Elect Director Gilbert Fiorentino --- Withhold 1.5 Elect Director Robert Rosenthal --- For 1.6 Elect Director Stacy S. Dick --- For 1.7 Elect Director Ann R. Leven --- For 2 Approve Restricted Stock For For Mgmt Unit Grant to Gilbert Fiorentino 3 Approve Qualified Employee For For Mgmt Stock Purchase Plan 12/30/05 - A Sirva, inc. *SIR* 82967Y104 11/14/2005 10,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 01/05/06 - S Per-Se Technologies, 713569309 11/30/2005 14,200 Inc. *PSTI* 1 Issue Shares in Connection For For Mgmt with an Acquisition 2 Adjourn Meeting For For Mgmt 01/10/06 - A The Greenbrier 393657101 11/14/2005 3,100 Companies, Inc. *GBX* 1 Elect Directors For For Mgmt 2 Change State of For For Mgmt Incorporation [From Delaware to Oregon] 3 Ratify Auditors For For Mgmt 4 Other Business For For Mgmt 01/10/06 - A UniFirst Corp. *UNF* 904708104 11/04/2005 4,600 1 Elect Directors For For Mgmt 01/11/06 - A MOOG Inc. *MOG.A* 615394202 11/30/2005 15,850 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 01/12/06 - A Acuity Brands, Inc. 00508Y102 11/14/2005 10,200 *AYI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 01/13/06 - A Actuant Corp *ATU* 00508X203 11/18/2005 3,100 1 Elect Directors For For Mgmt 2 Amend Non-Employee Director For For Mgmt Omnibus Stock Plan 3 Amend Omnibus Stock Plan For For Mgmt 01/19/06 - A Luby's, Inc. *LUB* 549282101 12/01/2005 5,100 1 Elect Directors For Withhold Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Declassify the Board of Against For ShrHoldr Directors 01/24/06 - A Vitesse Semiconductor 928497106 11/30/2005 10,600 Corp. *VTSS* 1 Elect Directors For For Mgmt 2 Amend Qualified Employee For For Mgmt Stock Purchase Plan 3 Ratify Auditors For For Mgmt 01/25/06 - S Gold Banc 379907108 12/14/2005 22,900 Corporation, Inc. 1 Approve Merger Agreement For For Mgmt 01/25/06 - A Hutchinson Technology 448407106 12/01/2005 2,838 Incorporated *HTCH* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Other Business For For Mgmt 01/25/06 - A New Jersey Resources 646025106 12/07/2005 12,800 Corp. *NJR* 1 Elect Directors For For Mgmt 2 Approve Outside Director For For Mgmt Stock Awards 3 Approve Executive Incentive For For Mgmt Bonus Plan 4 Ratify Auditors For For Mgmt 01/26/06 - A Commercial Metals Co. 201723103 11/28/2005 18,400 *CMC* 1 Elect Directors For For Mgmt 2 Increase Authorized Common For For Mgmt Stock 3 Eliminate/Adjust Par Value For For Mgmt of Common Stock 4 Ratify Auditors For For Mgmt 01/26/06 - A First Financial 320239106 11/28/2005 2,300 Holdings, Inc. *FFCH* 1 Elect Directors For For Mgmt 01/27/06 - A Analogic Corp. *ALOG* 32657207 12/10/2005 4,400 1 Elect Directors For For Mgmt 2 Declassify the Board of Against For ShrHoldr Directors 01/27/06 - A BankUnited Financial 06652B103 12/09/2005 7,100 Corp. *BKUNA* 1 Elect Directors For For Mgmt 01/27/06 - S Emcor Group, Inc. 29084Q100 12/27/2005 1,300 *EME* 1 Increase Authorized Common For For Mgmt Stock 01/27/06 - A Rock-Tenn Company 772739207 12/08/2005 9,600 *RKT* 1 Elect Directors For For Mgmt 01/30/06 - S DRS Technologies, 23330X100 12/20/2005 3,900 Inc. *DRS* 1 Issue Shares in Connection For For Mgmt with an Acquisition 2 Increase Authorized Common For For Mgmt Stock 01/30/06 - A Schnitzer Steel 806882106 11/29/2005 2,950 Industries, Inc. *SCHN* 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert S. Ball --- For 1.2 Elect Director John D. Carter --- Withhold 1.3 Elect Director Jill Schnitzer Edelson --- Withhold 1.4 Elect Director William A. Furman --- For 1.5 Elect Director Judith A. Johansen --- For 1.6 Elect Director Scott Lewis --- Withhold 1.7 Elect Director Kenneth M. Novack --- Withhold 1.8 Elect Director Mark L. Palmquist --- For 1.9 Elect Director Jean S. Reynolds --- Withhold 1.1 Elect Director Ralph R. Shaw --- For 2 Amend Omnibus Stock Plan For For Mgmt 01/30/06 - A Surmodics, Inc. 868873100 12/09/2005 400 *SRDX* 1 Fix Number of Directors For For Mgmt 2 Elect Directors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 01/31/06 - A ArvinMeritor, Inc. 43353101 11/25/2005 15,600 *ARM* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 01/31/06 - A Gold Kist Inc. *GKIS* 380614107 12/06/2005 3,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 01/31/06 - A MTS Systems Corp. 553777103 12/02/2005 3,500 *MTSC* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 02/02/06 - A ESCO Technologies 296315104 12/07/2005 2,400 Inc. *ESE* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive For For Mgmt Bonus Plan 3 Ratify Auditors For For Mgmt 02/02/06 - A Ralcorp Holdings, 751028101 11/25/2005 3,400 Inc. *RAH* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 02/03/06 - A Griffon Corp. *GFF* 398433102 12/23/2005 7,310 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive For For Mgmt Bonus Plan 02/03/06 - A Integrated Silicon 45812P107 12/09/2005 6,600 Solution, Inc. *ISSI* 1 Elect Directors For Split Mgmt 1.1 Elect Director Jimmy S.M. Lee --- For 1.2 Elect Director Gary L. Fischer --- For 1.3 Elect Director Kong-Yeu Han --- For 1.4 Elect Director Ping K. Ko --- For 1.5 Elect Director Lip-Bu Tan --- Withhold 1.6 Elect Director Hide Tanigami --- For 1.7 Elect Director Bruce A. Wooley --- For 2 Amend Omnibus Stock Plan For Against Mgmt 3 Ratify Auditors For For Mgmt 02/06/06 - A AVANIR 05348P104 12/19/2005 60,800 Pharmaceuticals *AVNR* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Reverse Stock Split For For Mgmt 4 Ratify Auditors For For Mgmt 02/06/06 - A Bristow Group Inc 676255102 12/09/2005 5,400 *BRS* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 02/06/06 - A Jacuzzi Brands, Inc. 469865109 12/23/2005 20,100 *JJZ* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 02/07/06 - A J & J Snack Foods 466032109 12/10/2005 1,200 Corp. *JJSF* 1 Elect Directors For For Mgmt 02/07/06 - A Mesa Air Group, Inc. 590479101 12/30/2005 9,000 *MESA* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 02/14/06 - A Kulicke & Soffa 501242101 12/16/2005 8,600 Industries, Inc. *KLIC* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 02/16/06 - A Ruddick Corp. *RDK* 781258108 12/09/2005 2,300 1 Elect Directors For For Mgmt 2 Approve Outside Director For For Mgmt Deferred Stock Plan 02/17/06 - A Jack In the Box Inc. 466367109 12/28/2005 11,300 *JBX* 1 Elect Directors For For Mgmt 2 Approve Qualified Employee For For Mgmt Stock Purchase Plan 3 Amend Executive Incentive For For Mgmt Bonus Plan 4 Ratify Auditors For For Mgmt 02/23/06 - A Quanex Corp. *NX* 747620102 01/05/2006 11,900 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Approve Omnibus Stock Plan For For Mgmt 02/23/06 - A Sanderson Farms, Inc. 800013104 01/09/2006 2,990 *SAFM* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 02/24/06 - A Ariba, Inc. *ARBA* 04033V203 01/13/2006 4,000 1 Elect Directors For Withhold Mgmt 03/01/06 - A Esterline 297425100 01/03/2006 7,300 Technologies Corp. *ESL* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Amend Qualified Employee For For Mgmt Stock Purchase Plan 03/01/06 - A Parametric Technology 699173100 01/06/2006 34,200 Corp. *PMTC* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 03/06/06 - A Phoenix Technologies 719153108 01/20/2006 3,300 Ltd. *PTEC* 1 Elect Director Anthony P. For For Mgmt Morris 2 Amend Qualified Employee For For Mgmt Stock Purchase Plan 3 Ratify Auditors For For Mgmt 03/06/06 - A Tetra Tech, Inc. 88162G103 01/09/2006 1,000 *TTEK* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 03/08/06 - A Rent-Way, Inc. *RWY* 76009U104 01/20/2006 13,700 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 03/09/06 - A Urstadt Biddle 917286205 01/24/2006 3,200 Properties Inc *UBP* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Restricted Stock Plan For For Mgmt 03/10/06 - A NCI Building Systems, 628852105 01/17/2006 6,300 Inc. *NCS* 1 Elect Directors For Split Mgmt 1.1 Elect Director A.R. Ginn --- For 1.2 Elect Director W. Bernard Pieper --- For 1.3 Elect Director John K. Sterling --- Withhold 2 Ratify Auditors For For Mgmt 03/14/06 - A The Toro Company 891092108 01/17/2006 9,100 *TTC* 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Other Business For For Mgmt 03/15/06 - A CIENA Corporation 171779101 01/20/2006 130,300 *CIEN* 1 Elect Directors For For Mgmt 2 Approve Reverse Stock Split For For Mgmt 3 Ratify Auditors For For Mgmt 4 Require a Majority Vote for Against For ShrHoldr the Election of Directors 03/21/06 - A Credence Systems 225302108 02/16/2006 10,500 Corp. *CMOS* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 03/22/06 - A Ameron International 30710107 02/07/2006 2,900 Corp. *AMN* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 03/22/06 - A Maximus Inc. *MMS* 577933104 01/20/2006 1,200 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 03/22/06 - A SYNNEX Corporation 87162W100 02/10/2006 1,000 *SNX* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 03/24/06 - A Quiksilver, Inc. 74838C106 01/27/2006 12,700 *ZQK* 1 Elect Directors For Split Mgmt 1.1 Elect Director Douglas K. Ammerman --- For 1.2 Elect Director William M. Barnum, Jr. --- For 1.3 Elect Director Laurent Boix-Vives --- For 1.4 Elect Director Charles E. Crowe --- For 1.5 Elect Director Charles S. Exon --- For 1.6 Elect Director Michael H. Gray --- For 1.7 Elect Director Timothy M. Harmon --- For 1.8 Elect Director Bernard Mariette --- For 1.9 Elect Director Robert B. McKnight, Jr. --- For 1.1 Elect Director Franck Riboud --- Withhold 2 Amend Stock Option Plan For For Mgmt 3 Approve Restricted Stock For Against Mgmt Plan 03/29/06 - S UICI 902737105 02/13/2006 7,700 1 Approve Merger Agreement For For Mgmt 2 Adjourn Meeting For For Mgmt 03/30/06 - A Skyworks Solutions, 83088M102 02/01/2006 11,600 Inc. *SWKS* 1 Elect Directors For Split Mgmt 1.1 Elect Director Balakrishnan S. Iyer --- For 1.2 Elect Director Thomas C. Leonard --- Withhold 2 Authorize Share Repurchase For For Mgmt Program 3 Amend Omnibus Stock Plan For For Mgmt 4 Amend Qualified Employee For For Mgmt Stock Purchase Plan 5 Ratify Auditors For For Mgmt 03/30/06 - A The Pantry, Inc. 698657103 01/27/2006 2,600 *PTRY* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/04/06 - A Insight Enterprises, 45765U103 02/10/2006 4,600 Inc. *NSIT* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/04/06 - A Photronics, Inc. 719405102 02/14/2006 7,000 *PLAB* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/05/06 - S Water Pik 94113U100 02/17/2006 2,600 Technologies, Inc. 1 Approve Merger Agreement For For Mgmt 2 Adjourn Meeting For For Mgmt 04/06/06 - A H.B. Fuller Co. *FUL* 359694106 02/17/2006 11,100 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/06/06 - A Irwin Financial Corp. 464119106 02/17/2006 12,900 *IFC* 1 Elect Directors For For Mgmt 2 Amend Executive Incentive For For Mgmt Bonus Plan 3 Amend Executive Incentive For For Mgmt Bonus Plan 4 Amend Executive Incentive For For Mgmt Bonus Plan 04/06/06 - A Volt Information 928703107 02/22/2006 2,200 Sciences, Inc. *VOL* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/10/06 - A A. O. Smith Corp. 831865209 02/22/2006 8,100 *SAOSA* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/10/06 - S Burlington Coat 121579106 03/08/2006 2,000 Factory Warehouse Corp. 1 Approve Merger Agreement For For Mgmt 04/10/06 - A Giant Industries, 374508109 02/24/2006 2,300 Inc. *GI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/10/06 - A Ryans Restaurant 783520109 02/01/2006 2,550 Group, Inc *RYAN* 1 Elect Directors For Split Mgmt 1.1 Elect Director Charles D. Way --- For 1.2 Elect Director G. Edwin McCranie --- For 1.3 Elect Director Barry L. Edwards --- For 1.4 Elect Director Brian S. MacKenzie --- For 1.5 Elect Director Harold K. Roberts, Jr. --- For 1.6 Elect Director James M. Shoemaker, Jr. --- Withhold 1.7 Elect Director Vivian A. Wong --- For 2 Ratify Auditors For For Mgmt 04/11/06 - S Eagle Materials Inc. 26969P108 03/08/2006 9,300 *EXP* 1 Amend Articles to For For Mgmt Reclassify Common and Class B Common Stock 04/11/06 - A Lakeland Financial 511656100 02/22/2006 300 Corp. *LKFN* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/11/06 - A Simmons First 828730200 02/03/2006 3,400 National Corp. *SFNC* 1 Fix Number of Directors For For Mgmt 2 Elect Directors For For Mgmt 3 Approve Nonqualified For For Mgmt Employee Stock Purchase Plan 4 Approve Omnibus Stock Plan For For Mgmt 5 Approve Non-Employee For For Mgmt Director Stock Option Plan 04/13/06 - A Independent Bank 453836108 02/17/2006 9,900 Corp. *INDB* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Non-Employee Director For For Mgmt Omnibus Stock Plan 04/13/06 - A Peoples Bancorp Inc. 709789101 02/13/2006 1,265 *PEBO* 1 Elect Directors For Split Mgmt 1.1 Elect Director Carl L. Baker, Jr. --- For 1.2 Elect Director George W. Broughton --- For 1.3 Elect Director Wilford D. Dimit --- Withhold 1.4 Elect Director Richard Ferguson --- For 2 Approve Stock Option Plan For For Mgmt 3 Amend Articles and 3.04 For For Mgmt Peoples' Code of Regulations 04/17/06 - A Brocade 111621108 02/23/2006 54,000 Communications Systems *BRCD* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Against For ShrHoldr Articles/Bylaws/Charter to Remove Antitakeover Provisions 04/17/06 - A Cathay General 149150104 03/01/2006 3,800 Bancorp *CATY* 1 Elect Directors For For Mgmt 04/17/06 - A Chemical Financial 163731102 02/17/2006 5,593 Corp. *CHFC* 1 Elect Directors For Split Mgmt 1.1 Elect Director Gary E. Anderson --- For 1.2 Elect Director J. Daniel Bernson --- For 1.3 Elect Director Nancy Bowman --- For 1.4 Elect Director James A. Currie --- For 1.5 Elect Director Thomas T. Huff --- For 1.6 Elect Director Michael T. Laethem --- For 1.7 Elect Director Geoffery E. Merszei --- For 1.8 Elect Director Terence F. Moore --- For 1.9 Elect Director Aloysius J. Oliver --- Withhold 1.1 Elect Director Calvin D. Prins --- For 1.1 Elect Director David B. Ramaker --- For 1.1 Elect Director Larry D. Stauffer --- For 1.1 Elect Director William S. Stavropoulos --- For 1.1 Elect Director Franklin C. Wheatlake --- For 2 Approve Omnibus Stock Plan For For Mgmt 04/18/06 - A Arkansas Best Corp. 40790107 02/21/2006 2,700 *ABFS* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/18/06 - A Bank of The Ozarks, 63904106 03/03/2006 2,600 Inc. *OZRK* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/18/06 - A Corus Bankshares, 220873103 02/21/2006 14,100 Inc. *CORS* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common For For Mgmt Stock 4 Amend Omnibus Stock Plan For For Mgmt 04/18/06 - A Kaman Corp. *KAMN* 483548103 02/27/2006 13,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for Against For ShrHoldr the Election of Directors 04/18/06 - A Old Second Bancorp, 680277100 03/03/2006 532 Inc. *OSBC* 1 Elect Directors For For Mgmt 04/18/06 - A Summit Bancshares, 866011109 03/06/2006 6,400 Inc. *SBIT* 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert P. Evans --- For 1.2 Elect Director Elliott S. Garsek --- Withhold 1.3 Elect Director Ronald J. Goldman --- For 1.4 Elect Director F.S. Gunn --- For 1.5 Elect Director Robert L. Herchert --- For 1.6 Elect Director Jay J. Lesok --- For 1.7 Elect Director William W. Meadows --- Withhold 1.8 Elect Director James L. Murray --- Withhold 1.9 Elect Director Philip E. Norwood --- For 1.1 Elect Director Byron B. Searcy --- Withhold 1.1 Elect Director Roderick D. Stepp --- For 2 Approve Omnibus Stock Plan For For Mgmt 04/18/06 - A Union Bankshares 905399101 02/24/2006 1,600 Corp. *UBSH* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/19/06 - A Greenhill & Co., Inc. 395259104 03/03/2006 400 *GHL* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/19/06 - A Papa John's 698813102 03/13/2006 7,200 International, Inc *PZZA* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt 3 Ratify Auditors For For Mgmt 04/19/06 - A The Colonial 195493309 02/21/2006 14,700 BancGroup, Inc. *CNB* 1 Elect Directors For For Mgmt 2 Amend For For Mgmt Articles/Bylaws/Charter-Non-Routine 3 Approve Omnibus Stock Plan For For Mgmt 04/19/06 - A Universal Compression 913431102 03/06/2006 3,300 Holdings, Inc. *UCO* 1 Elect Directors For For Mgmt 2 Amend Qualified Employee For For Mgmt Stock Purchase Plan 3 Ratify Auditors For For Mgmt 04/19/06 - A Universal Forest 913543104 03/01/2006 12,900 Products, Inc. *UFPI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/20/06 - A Barnes Group, Inc. 67806109 02/21/2006 12,200 *B* 1 Elect Directors For Split Mgmt 1.1 Elect Director William C. Denninger --- Withhold 1.2 Elect Director Gregory F. Milzcik --- Withhold 1.3 Elect Director Thomas O. Barnes --- Withhold 1.4 Elect Director Gary G. Benanav --- For 1.5 Elect Director Donald W. Griffin --- For 1.6 Elect Director Mylle H. Mangum --- For 2 Increase Authorized Common For Against Mgmt Stock 3 Amend Omnibus Stock Plan For Against Mgmt 4 Approve Executive Incentive For For Mgmt Bonus Plan 5 Ratify Auditors For For Mgmt 04/20/06 - A Genlyte Group, Inc. 372302109 03/01/2006 2,400 (The) *GLYT* 1 Elect Directors For For Mgmt 04/20/06 - A Hercules Inc. *HPC* 427056106 03/17/2006 27,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Against For ShrHoldr Directors 04/20/06 - A Lasalle Hotel 517942108 02/10/2006 7,800 Properties *LHO* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Other Business For For Mgmt 04/20/06 - A Lennox International, 526107107 02/27/2006 17,400 Inc. *LII* 1 Elect Directors For For Mgmt 04/20/06 - A Nicor Inc. *GAS* 654086107 02/23/2006 9,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Separate Chairman and CEO Against Against ShrHoldr Positions 04/20/06 - A Progress Software 743312100 02/24/2006 5,900 Corp. *PRGS* 1 Fix Number of and Elect For For Mgmt Directors 2 Elect Directors For Split Mgmt 2.1 Elect Director Joseph W. Alsop --- For 2.2 Elect Director Roger J. Heinen, Jr. --- For 2.3 Elect Director Michael L. Mark --- For 2.4 Elect Director Scott A. Mcgregor --- Withhold 2.5 Elect Director Amram Rasiel --- For 3 Amend Omnibus Stock Plan For For Mgmt 04/20/06 - A SAIA INC *SAIA* 81111T102 02/21/2006 10,950 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/20/06 - A Sonic Automotive, 83545G102 02/22/2006 2,400 Inc. *SAH* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/20/06 - A Southside Bancshares, 84470P109 03/06/2006 3,560 Inc. *SBSI* 1 Elect Directors For For Mgmt 2 Other Business For For Mgmt 04/20/06 - A Stewart Enterprises, 860370105 02/21/2006 37,500 Inc. *STEI* 1 Elect Directors For For Mgmt 2 Declassify the Board of For For Mgmt Directors 3 Ratify Auditors For For Mgmt 04/20/06 - A Wausau Paper Corp 943315101 02/16/2006 9,500 *WPP* 1 Elect Directors For For Mgmt 04/21/06 - A Cardinal Financial 14149F109 03/07/2006 2,400 Corp. *CFNL* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt 3 Amend Deferred Compensation For Against Mgmt Plan 4 Ratify Auditors For For Mgmt 04/21/06 - A Cleco Corporation 12561W105 02/21/2006 12,300 *CNL* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/21/06 - A CRA International Inc 12618T105 03/13/2006 1,200 *CRAI* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 04/24/06 - A EuroBancshares, Inc. 298716101 03/28/2006 7,600 *EUBK* 1 Elect Directors For For Mgmt 04/24/06 - A First Citizens 31946M103 03/06/2006 1,700 Bancshares, Inc. *FCNCA* 1 Elect Directors For Split Mgmt 1.1 Elect Director J.M. Alexander, Jr. --- For 1.2 Elect Director C. Holding Ames --- For 1.3 Elect Director V.E. Bell III --- For 1.4 Elect Director G.H. Broadrick --- For 1.5 Elect Director H. Holding Connell --- For 1.6 Elect Director H.M. Craig III --- For 1.7 Elect Director H. Lee Durham, Jr. --- For 1.8 Elect Director L.M. Fetterman --- For 1.9 Elect Director F.B. Holding --- For 1.1 Elect Director F.B. Holding, Jr. --- For 1.1 Elect Director L.R. Holding --- For 1.1 Elect Director C.B.C. Holt --- For 1.1 Elect Director J.B. Hyler, Jr. --- For 1.1 Elect Director F.R. Jones --- For 1.2 Elect Director L.S. Jones --- For 1.2 Elect Director J.T. Maloney, Jr. --- For 1.2 Elect Director R.T. Newcomb --- Withhold 1.2 Elect Director L.T. Nunnelee Ii --- For 1.2 Elect Director C. Ronald Scheeler --- For 1.2 Elect Director R.K. Shelton --- For 1.2 Elect Director R.C. Soles, Jr. --- For 1.2 Elect Director D.L. Ward, Jr. --- For 04/24/06 - A Lone Star 542312103 03/06/2006 3,800 Technologies, Inc. *LSS* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/24/06 - A Sterling Bancshares, 858907108 02/24/2006 12,700 Inc. /TX *SBIB* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/24/06 - A Texas Regional 882673106 03/01/2006 8,500 Bankshares, Inc. *TRBS* 1 Elect Directors For Split Mgmt 1.1 Elect Director Morris Atlas --- For 1.2 Elect Director Robert F. Boggus --- Withhold 1.3 Elect Director Robert R. Farris --- For 1.4 Elect Director Hill A. Feinberg --- For 1.5 Elect Director C.K. Landrum, M.D. --- For 1.6 Elect Director David L. Lane --- For 1.7 Elect Director Jack H. Mayfield, Jr. --- For 1.8 Elect Director Joe Penland, Sr. --- For 1.9 Elect Director Joseph E. Reid --- For 1.1 Elect Director Glen E. Roney --- For 1.1 Elect Director Tudor G. Uhlhorn --- For 1.1 Elect Director Walter Umphrey --- For 1.1 Elect Director Mario Max Yzaguirre --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/24/06 - A Valmont Industries, 920253101 03/01/2006 12,600 Inc. *VMI* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive For For Mgmt Bonus Plan 3 Ratify Auditors For For Mgmt 04/25/06 - A Americanwest 03058P109 03/20/2006 2,400 Bancorporation *AWBC* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 04/25/06 - A Banner Corp *BANR* 06652V109 03/01/2006 2,000 1 Elect Directors For For Mgmt 04/25/06 - A Banta Corp. *BN* 66821109 03/03/2006 1,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/25/06 - A Bio-Rad Laboratories, 90572207 02/27/2006 4,800 Inc. *BIO* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/25/06 - A Capital Crossing Bank 140071101 03/06/2006 300 *CAPX* 1 Elect Directors For For Mgmt 2 Elect Company Secretary For For Mgmt Bradley M. Shron 3 Ratify Auditors For For Mgmt 04/25/06 - A Central Pacific 154760102 02/28/2006 5,600 Financial Corp. *CPF* 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard J. Blangiardi --- For 1.2 Elect Director Clayton K. Honbo, M.D. --- For 1.3 Elect Director Paul J. Kosasa --- Withhold 1.4 Elect Director Mike K. Sayama --- For 1.5 Elect Director Dwight L. Yoshimura --- For 2 Ratify Auditors For For Mgmt 04/25/06 - A CH Energy Group Inc 12541M102 03/01/2006 4,000 *CHG* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/25/06 - A Clark, Inc. *CLK* 181457102 03/01/2006 3,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/25/06 - A Commercial Capital 20162L105 03/10/2006 3,499 Bancorp, Inc. *CCBI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/25/06 - A Community Trust 204149108 02/28/2006 3,463 Bancorp, Inc. *CTBI* 1 Elect Directors For Split Mgmt 1.1 Elect Director Charles J. Baird --- For 1.2 Elect Director Nick A. Cooley --- Withhold 1.3 Elect Director William A. Graham, Jr. --- For 1.4 Elect Director Jean R. Hale --- For 1.5 Elect Director James E. Mcghee Ii --- For 1.6 Elect Director M. Lynn Parrish --- For 1.7 Elect Director Paul E. Patton --- For 1.8 Elect Director Dr. James R. Ramsey --- For 2 Approve Omnibus Stock Plan For Against Mgmt 3 Ratify Auditors For For Mgmt 04/25/06 - A FMC Corp. *FMC* 302491303 03/01/2006 12,200 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/25/06 - A Independent Bank 453838104 02/24/2006 10,235 Corp. (MI) *IBCP* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common For For Mgmt Stock 04/25/06 - A Kirby Corp. *KEX* 497266106 03/01/2006 1,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/25/06 - A Republic Bancorp, 760281204 02/15/2006 1,212 Inc. KY *RBCAA* 1 Elect Directors For For Mgmt 04/25/06 - A RPC, Inc. *RES* 749660106 03/17/2006 4,075 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard A. Hubbell --- Withhold 1.2 Elect Director Linda H. Graham --- Withhold 1.3 Elect Director Bill J. Dismuke --- For 2 Increase Authorized Common For For Mgmt Stock 3 Approve Executive Incentive For For Mgmt Bonus Plan 04/25/06 - A SCBT Financial Corp 78401V102 03/10/2006 1,050 *SCBT* 1 Elect Directors For Split Mgmt 1.1 Elect Director Colden R. Battey, Jr. --- Withhold 1.2 Elect Director Dalton B. Floyd, Jr. --- Withhold 1.3 Elect Director M. Oswald Fogle --- For 1.4 Elect Director Dwight W. Frierson --- Withhold 1.5 Elect Director R. Caine Halter --- For 1.6 Elect Director Thomas E. Suggs --- Withhold 2 Ratify Auditors For For Mgmt 04/25/06 - A Security Bank Corp. 814047106 03/13/2006 4,100 *SBKC* 1 Elect Directors For For Mgmt 04/25/06 - A Sterling Financial 859319105 03/01/2006 24,820 Corp. *STSA* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/25/06 - A West Coast Bancorp 952145100 03/01/2006 18,500 (Or) *WCBO* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/26/06 - A Associated Banc-Corp. 45487105 02/17/2006 4,900 *ASBC* 1 Elect Directors For For Mgmt 2 Declassify the Board of For For Mgmt Directors 3 Ratify Auditors For For Mgmt 04/26/06 - A California Water 130788102 02/27/2006 2,900 Service Group *CWT* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/06 - A Capitol Bancorp Ltd. 14056D105 02/27/2006 3,900 *CBC* 1 Elect Directors For Split Mgmt 1.1 Elect Director Louis G. Allen --- For 1.2 Elect Director Paul R. Ballard --- Withhold 1.3 Elect Director David L. Becker --- For 1.4 Elect Director Robert C. Carr --- Withhold 1.5 Elect Director Douglas E. Crist --- For 1.6 Elect Director Michael J. Devine --- Withhold 1.7 Elect Director Cristin Reid English --- Withhold 1.8 Elect Director James C. Epolito --- For 1.9 Elect Director Gary A. Falkenberg --- For 1.1 Elect Director Joel I. Ferguson --- For 1.1 Elect Director Kathleen A. Gaskin --- For 1.1 Elect Director H. Nicholas Genova --- For 1.1 Elect Director Michael F. Hannley --- Withhold 1.1 Elect Director Lewis D. Johns --- Withhold 1.2 Elect Director Michael L. Kasten --- Withhold 1.2 Elect Director John S. Lewis --- Withhold 1.2 Elect Director Leonard Maas --- For 1.2 Elect Director Lyle W. Miller --- Withhold 1.2 Elect Director Myrl D. Nofziger --- For 1.2 Elect Director David O'Leary --- Withhold 1.2 Elect Director Joseph D. Reid --- Withhold 1.2 Elect Director Ronald K. Sable --- Withhold 04/26/06 - A Cash America 14754D100 03/01/2006 19,200 International, Inc. *CSH* 1 Elect Directors For Split Mgmt 1.1 Elect Director Daniel E. Berce --- Withhold 1.2 Elect Director Jack R. Daugherty --- For 1.3 Elect Director A. R. Dike --- For 1.4 Elect Director Daniel R. Feehan --- For 1.5 Elect Director James H. Graves --- For 1.6 Elect Director B.D. Hunter --- For 1.7 Elect Director Timothy J. McKibben --- For 1.8 Elect Director Alfred M. Micallef --- For 2 Ratify Auditors For For Mgmt 04/26/06 - A Chesapeake Corp. 165159104 02/24/2006 10,400 *CSK* 1 Elect Directors For For Mgmt 04/26/06 - A Columbia Banking 197236102 03/01/2006 2,657 System, Inc. *COLB* 1 Elect Directors For Split Mgmt 1.1 Elect Director Melanie J. Dressel --- For 1.2 Elect Director John P. Folsom --- For 1.3 Elect Director Frederick M. Goldberg --- For 1.4 Elect Director Thomas M. Hulbert --- For 1.5 Elect Director Thomas L. Matson --- For 1.6 Elect Director Daniel C. Regis --- For 1.7 Elect Director Donald Rodman --- For 1.8 Elect Director William T. Weyerhaeuser --- For 1.9 Elect Director James M. Will --- Withhold 2 Amend Qualified Employee For For Mgmt Stock Purchase Plan 04/26/06 - A MainSource Financial 56062Y102 03/15/2006 1,592 Group, Inc. *MSFG* 1 Elect Directors For For Mgmt 04/26/06 - A MB Financial, Inc. 55264U108 03/10/2006 2,450 *MBFI* 1 Elect Directors For Split Mgmt 1.1 Elect Director David P. Bolger --- Withhold 1.2 Elect Director Robert S. Engelman, Jr. --- Withhold 1.3 Elect Director Alfred Feiger --- Withhold 1.4 Elect Director Richard I. Gilford --- For 1.5 Elect Director Thomas H. Harvey --- For 1.6 Elect Director Ronald D. Santo --- Withhold 04/26/06 - A Partners Trust 70213F102 03/08/2006 15,800 Financial Group, Inc. *PRTR* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/06 - A Regal-Beloit Corp. 758750103 02/28/2006 4,600 *RBC* 1 Elect Directors For For Mgmt 2 Elect Director James L. For For Mgmt Packard 3 Approve Executive Incentive For For Mgmt Bonus Plan 4 Ratify Auditors For For Mgmt 04/26/06 - A Republic Bancorp, 760282103 03/08/2006 29,020 Inc. *RBNC* 1 Elect Directors For For Mgmt 04/26/06 - A Russell Corp. *RML* 782352108 03/10/2006 5,400 1 Elect Directors For For Mgmt 04/26/06 - A Selective Insurance 816300107 03/10/2006 7,700 Group, Inc. *SIGI* 1 Elect Directors For For Mgmt 2 Approve Nonqualified For For Mgmt Employee Stock Purchase Plan 3 Ratify Auditors For For Mgmt 04/27/06 - A AGCO Corp. *AG* 1084102 03/17/2006 20,900 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 04/27/06 - A American Axle & 24061103 03/01/2006 5,000 Manufacturing Holdings, Inc. *AXL* 1 Elect Directors For For Mgmt 04/27/06 - A American Physicians 28884104 03/10/2006 1,500 Capital, Inc. *ACAP* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/06 - A Astec Industries, 46224101 02/17/2006 2,400 Inc. *ASTE* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Other Business For For Mgmt 04/27/06 - A CT Communications, 126426402 02/28/2006 17,100 Inc. *CTCI* 1 Elect Directors For For Mgmt 2 Amend Articles/Redeem For For Mgmt One-Half Percent Preferred Stock 3 Approve Increase in Size of For For Mgmt Board 4 Ratify Auditors For For Mgmt 04/27/06 - A Cullen/Frost Bankers, 229899109 03/10/2006 7,700 Inc. *CFR* 1 Elect Directors For For Mgmt 2 Increase Authorized Common For For Mgmt Stock 3 Ratify Auditors For For Mgmt 04/27/06 - A John H. Harland Co. 412693103 03/09/2006 7,300 *JH* 1 Elect Directors For Split Mgmt 1.1 Elect Director S. William Antle III --- For 1.2 Elect Director Robert J. Clanin --- For 1.3 Elect Director John Johns --- Withhold 1.4 Elect Director Eileen Rudden --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 04/27/06 - A Media General, Inc. 584404107 02/16/2006 2,600 *MEG* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 04/27/06 - A Mercantile Bank Corp. 587376104 03/01/2006 3,868 *MBWM* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 04/27/06 - S MeriStar Hospitality 58984Y103 03/17/2006 55,900 Corporation 1 Approve Merger Agreement For For Mgmt 04/27/06 - A Newmarket Corp *NEU* 651587107 03/01/2006 8,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/06 - A Oregon Steel Mills, 686079104 03/01/2006 3,300 Inc. *OS* 1 Elect Directors For Split Mgmt 1.1 Elect Director James E. Declusin --- For 1.2 Elect Director Carl W. Neun --- For 1.3 Elect Director Frank M. Walker --- Withhold 04/27/06 - A Phoenix Companies, 7.19E+113 02/28/2006 4,600 Inc. *PNX* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/06 - A Schweitzer-Mauduit 808541106 03/02/2006 10,700 International Inc. *SWM* 1 Elect Directors For For Mgmt 04/27/06 - A Sensient Technologies 81725T100 03/01/2006 800 Corp. *SXT* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/06 - A SJW Corp. *SJW* 784305104 03/06/2006 300 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt 3 Ratify Auditors For For Mgmt 04/27/06 - A Southwest Bancorp, 844767103 03/03/2006 2,400 Inc. *OKSB* 1 Elect Directors For For Mgmt 04/27/06 - A SPSS Inc. *SPSS* 78462K102 03/13/2006 1,200 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/27/06 - A The Midland Co. 597486109 03/03/2006 3,900 *MLAN* 1 Elect Directors For Split Mgmt 1.1 Elect Director Michael J. Conaton --- For 1.2 Elect Director John R. Labar --- For 1.3 Elect Director Jerry A. Grundhofer --- For 1.4 Elect Director Richard M. Norman --- For 1.5 Elect Director Joseph P. Hayden III --- For 1.6 Elect Director Rene J. Robichaud --- For 1.7 Elect Director William J. Keating, Jr. --- Withhold 2 Ratify Auditors For For Mgmt 3 Approve Stock Option Plan For Against Mgmt 04/27/06 - A WSFS Financial Corp. 929328102 03/07/2006 3,600 *WSFS* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/28/06 - A Cincinnati Bell Inc. 171871106 02/28/2006 93,500 *CBB* 1 Elect Directors For Split Mgmt 1.1 Elect Director Carl Redfield --- For 1.2 Elect Director David Sharrock --- Withhold 1.3 Elect Director Alex Shumate --- For 2 Ratify Auditors For For Mgmt 04/28/06 - A EnPro Industries, 29355X107 03/01/2006 5,900 Inc. *NPO* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/28/06 - A GATX Corp. *GMT* 361448103 03/03/2006 11,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/28/06 - A Gehl Co. *GEHL* 368483103 02/20/2006 2,200 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/28/06 - A Lincoln Electric 533900106 03/20/2006 7,500 Holdings, Inc. *LECO* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Non-Employee For For Mgmt Director Restricted Stock Plan 4 Ratify Auditors For For Mgmt 04/28/06 - A Saul Centers, Inc. 804395101 03/09/2006 9,688 *BFS* 1 Elect Directors For For Mgmt 2 Amend Stock Ownership For Against Mgmt Limitations 3 Ratify Auditors For For Mgmt 4 Other Business For For Mgmt 04/28/06 - A South Jersey 838518108 02/24/2006 19,100 Industries, Inc. *SJI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/28/06 - A Stewart Information 860372101 02/28/2006 9,900 Services Corp. *STC* 1 Elect Directors For For Mgmt 04/28/06 - A The Houston 442120101 03/09/2006 5,700 Exploration Co. *THX* 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert B. Catell --- Withhold 1.2 Elect Director John U. Clarke --- For 1.3 Elect Director David G. Elkins --- For 1.4 Elect Director William G. Hargett --- For 1.5 Elect Director Harold R. Logan, Jr. --- For 1.6 Elect Director Thomas A. Mckeever --- For 1.7 Elect Director Stephen W. Mckessy --- For 1.8 Elect Director Donald C. Vaughn --- For 2 Ratify Auditors For For Mgmt 05/01/06 - A Sierra Pacific 826428104 03/17/2006 65,700 Resources *SRP* 1 Elect Directors For For Mgmt 2 Increase Authorized Common For For Mgmt Stock 05/02/06 - A Amcore Financial, 23912108 03/07/2006 4,000 Inc. *AMFI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/02/06 - A Argonaut Group, Inc. 40157109 03/16/2006 10,600 *AGII* 1 Elect Directors For Split Mgmt 1.1 Elect Director H. Berry Cash --- Withhold 1.2 Elect Director Hector De Leon --- For 1.3 Elect Director Allan W. Fulkerson --- For 1.4 Elect Director David Hartoch --- For 1.5 Elect Director Frank W. Maresh --- For 1.6 Elect Director John R. Power, Jr. --- For 1.7 Elect Director Fayez S. Sarofim --- For 1.8 Elect Director Mark E. Watson, III --- For 1.9 Elect Director Gary V. Woods --- For 2 Ratify Auditors For For Mgmt 05/02/06 - A Ashford Hospitality 44103109 03/06/2006 20,300 Trust Inc. *AHT* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/02/06 - A Building Material 120113105 03/08/2006 3,100 Holding Corp. *BMHC* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/02/06 - A Capital Corporation 140065202 03/03/2006 2,000 Of The West *CCOW* 1 Elect Directors For For Mgmt 05/02/06 - A Ciber, Inc. *CBR* 17163B102 03/06/2006 13,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/02/06 - A CIRCOR International, 17273K109 03/17/2006 4,600 Inc. *CIR* 1 Elect Directors For Split Mgmt 1.1 Elect Director David F. Dietz --- Withhold 1.2 Elect Director Douglas M. Hayes --- For 1.3 Elect Director Thomas E. Naugle --- For 2 Ratify Auditors For For Mgmt 05/02/06 - A EarthLink, Inc. 270321102 03/15/2006 12,100 *ELNK* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/02/06 - A Encore Wire Corp. 292562105 03/03/2006 41 *WIRE* 1 Elect Directors For Split Mgmt 1.1 Elect Director Daniel L. Jones --- For 1.2 Elect Director William R. Thomas --- Withhold 1.3 Elect Director Joseph M. Brito --- For 1.4 Elect Director Donald E. Courtney --- For 1.5 Elect Director Thomas L. Cunningham --- For 1.6 Elect Director John H. Wilson --- For 1.7 Elect Director Scott D. Weaver --- For 2 Amend Stock Option Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/02/06 - A Gardner Denver, Inc. 365558105 03/03/2006 700 *GDI* 1 Elect Directors For For Mgmt 2 Approve Increase in Common For For Mgmt Stock and a Stock Split 05/02/06 - A Lattice Semiconductor 518415104 03/07/2006 13,500 Corp. *LSCC* 1 Elect Directors For For Mgmt 2 Amend Non-Employee Director For For Mgmt Stock Option Plan 3 Ratify Auditors For For Mgmt 05/02/06 - A LIN TV Corp. *TVL* 532774106 03/27/2006 2,100 1 Elect Directors For For Mgmt 2 Amend Non-Employee Director For For Mgmt Omnibus Stock Plan 3 Ratify Auditors For For Mgmt 05/02/06 - A National Health 63633D104 03/03/2006 20,900 Investors, Inc. *NHI* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/02/06 - A Piper Jaffray Cos 724078100 03/06/2006 2,500 *PJC* 1 Elect Directors For Split Mgmt 1.1 Elect Director B. Kristine Johnson --- Withhold 1.2 Elect Director Jean M. Taylor --- For 1.3 Elect Director Richard A. Zona --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Declassify the Board of Against For ShrHoldr Directors 05/02/06 - A SkyWest, Inc. *SKYW* 830879102 03/17/2006 19,700 1 Elect Directors For Split Mgmt 1.1 Elect Director Jerry C. Atkin --- For 1.2 Elect Director J. Ralph Atkin --- Withhold 1.3 Elect Director Ian M. Cumming --- Withhold 1.4 Elect Director Robert G. Sarver --- For 1.5 Elect Director W. Steve Albrecht --- For 1.6 Elect Director Mervyn K. Cox --- For 1.7 Elect Director Henry J. Eyring --- For 1.8 Elect Director Steven F. Udvar-Hazy --- Withhold 2 Ratify Auditors For For Mgmt 3 Approve Qualified Employee For For Mgmt Stock Purchase Plan 4 Approve Omnibus Stock Plan For For Mgmt 05/02/06 - A Sterling Financial 859317109 03/03/2006 8,231 Corp. (PA) *SLFI* 1 Elect Directors For Split Mgmt 1.1 Elect Director Michael A. Carenzo --- For 1.2 Elect Director Anthony D. Chivinski --- For 1.3 Elect Director J. Roger Moyer, Jr. --- Withhold 1.4 Elect Director W. Garth Sprecher --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/02/06 - A Sunstone Hotel 867892101 03/20/2006 20,700 Investors, Inc. *SHO* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/02/06 - A Sypris Solutions, 871655106 03/09/2006 4,900 Inc. *SYPR* 1 Elect Directors For For Mgmt 05/02/06 - A Terra Industries Inc. 880915103 03/01/2006 25 *TRA* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/02/06 - S The Sports Authority, 84917U109 03/30/2006 585 Inc. 1 Approve Merger Agreement For For Mgmt 2 Adjourn Meeting For For Mgmt 3 Other Business For For Mgmt 05/02/06 - A U.S. Xpress 90338N103 03/06/2006 6,400 Enterprises, Inc. *XPRSA* 1 Elect Directors For Split Mgmt 1.1 Elect Director Patrick E. Quinn --- Withhold 1.2 Elect Director Max L. Fuller --- Withhold 1.3 Elect Director James E. Hall --- For 1.4 Elect Director John W. Murrey, III --- For 1.5 Elect Director Robert J. Sudderth, Jr. --- For 2 Approve Omnibus Stock Plan For For Mgmt 05/03/06 - A Alamo Group Inc. 11311107 03/15/2006 1,600 *ALG* 1 Elect Directors For Split Mgmt 1.1 Elect Director Donald J. Douglass --- Withhold 1.2 Elect Director Jerry E. Goldress --- For 1.3 Elect Director David H. Morris --- For 1.4 Elect Director Ronald A. Robinson --- For 1.5 Elect Director James B. Skaggs --- For 1.6 Elect Director William R. Thomas --- For 2 Ratify Auditors For For Mgmt 05/03/06 - A Axcelis Technologies 54540109 03/15/2006 17,000 Inc *ACLS* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/03/06 - A CTS Corp. *CTS* 126501105 03/17/2006 13,200 1 Elect Directors For Split Mgmt 1.1 Elect Director W.S. Catlow --- For 1.2 Elect Director L.J. Ciancia --- For 1.3 Elect Director T.G. Cody --- For 1.4 Elect Director G.H. Frieling, Jr. --- For 1.5 Elect Director R.R. Hemminghaus --- For 1.6 Elect Director M.A. Henning --- For 1.7 Elect Director R.A. Profusek --- Withhold 1.8 Elect Director D.K. Schwanz --- For 1.9 Elect Director P.K. Vincent --- For 05/03/06 - A Delphi Financial 247131105 03/31/2006 14,700 Group, Inc. *DFG* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt 3 Other Business For For Mgmt 05/03/06 - A El Paso Electric Co. 283677854 03/06/2006 19,900 *EE* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For Against Mgmt 3 Ratify Auditors For For Mgmt 05/03/06 - A ExpressJet Holdings, 30218U108 03/22/2006 24,400 Inc. *XJT* 1 Elect Directors For Withhold Mgmt 2 Ratify Auditors For For Mgmt 3 Other Business For For Mgmt 05/03/06 - A Financial 317585404 03/15/2006 300 Institutions, Inc. *FISI* 1 Elect Directors For For Mgmt 05/03/06 - A IBERIABANK Corp. 450828108 03/21/2006 11,800 *IBKC* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/03/06 - A Imation Corp. *IMN* 45245A107 03/13/2006 7,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/03/06 - A Innkeepers USA Trust 4576J0104 03/01/2006 35,700 *KPA* 1 Elect Directors For Split Mgmt 1.1 Elect Director Jeffrey H. Fisher --- For 1.2 Elect Director Thomas J. Crocker --- Withhold 1.3 Elect Director Rolf E. Ruhfus --- For 2 Approve Non-Employee For For Mgmt Director Stock Option Plan 3 Amend Articles/Declaration For For Mgmt of Trust to Delete Debt Limitation 4 Ratify Auditors For For Mgmt 05/03/06 - A Journal Register Co. 481138105 03/10/2006 4,100 *JRC* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/03/06 - A Kopin Corp. *KOPN* 500600101 03/17/2006 23,000 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/03/06 - A Nationwide Financial 638612101 03/06/2006 400 Services, Inc. *NFS* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive For For Mgmt Bonus Plan 3 Ratify Auditors For For Mgmt 4 Performance-Based Equity Against For ShrHoldr Awards 05/03/06 - A PREMIERE GLOBAL SVCS 740585104 03/01/2006 49,900 INC *PGI* 1 Elect Directors For For Mgmt 05/03/06 - A United Auto Group 909440109 03/20/2006 2,900 Inc. *UAG* 1 Elect Directors For Split Mgmt 1.1 Elect Director John D. Barr --- For 1.2 Elect Director Michael R. Eisenson --- For 1.3 Elect Director Hiroshi Ishikawa --- Withhold 1.4 Elect Director Robert H. Kurnick, Jr. --- Withhold 1.5 Elect Director William J. Lovejoy --- For 1.6 Elect Director Kimberly J. Mcwaters --- For 1.7 Elect Director Eustace W. Mita --- Withhold 1.8 Elect Director Lucio A. Noto --- Withhold 1.9 Elect Director Roger S. Penske --- Withhold 1.1 Elect Director Richard J. Peters --- Withhold 1.1 Elect Director Ronald G. Steinhart --- For 1.1 Elect Director H. Brian Thompson --- Withhold 2 Increase Authorized Common For Against Mgmt Stock 05/04/06 - A Cabot Oil & Gas Corp. 127097103 03/22/2006 6,000 *COG* 1 Elect Directors For For Mgmt 2 Increase Authorized Common For For Mgmt Stock 3 Ratify Auditors For For Mgmt 4 Other Business For For Mgmt 05/04/06 - A Energy Partners, Ltd 29270U105 03/08/2006 7,700 *EPL* 1 Elect Directors For For Mgmt 2 Increase Authorized Common For For Mgmt Stock 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/04/06 - A LTC Properties, Inc. 502175102 03/22/2006 9,200 *LTC* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/04/06 - A Marten Transport, 573075108 03/13/2006 1,350 Ltd. *MRTN* 1 Elect Directors For Split Mgmt 1.1 Elect Director Randolph L. Marten --- Withhold 1.2 Elect Director Larry B. Hagness --- For 1.3 Elect Director Thomas J. Winkel --- For 1.4 Elect Director Jerry M. Bauer --- Withhold 1.5 Elect Director Christine K. Marten --- Withhold 2 Ratify Auditors For For Mgmt 05/04/06 - A MBT Financial Corp. 578877102 03/15/2006 2,800 *MBTF* 1 Elect Directors For Split Mgmt 1.1 Elect Director Peter H. Carlton --- For 1.2 Elect Director H. Douglas Chaffin --- For 1.3 Elect Director Joseph S. Daly --- For 1.4 Elect Director Thomas M. Huner --- For 1.5 Elect Director Rocque E. Lipford --- Withhold 1.6 Elect Director William D. Mcintyre, Jr --- For 1.7 Elect Director Michael J. Miller --- For 1.8 Elect Director Debra J. Shah --- For 1.9 Elect Director Philip P. Swy --- For 1.1 Elect Director Karen M. Wilson --- For 05/04/06 - A Parkway Properties, 70159Q104 03/21/2006 5,300 Inc. *PKY* 1 Elect Directors For For Mgmt 2 Approve Nonqualified For For Mgmt Employee Stock Purchase Plan 3 Ratify Auditors For For Mgmt 4 Other Business For For Mgmt 05/04/06 - A Paxar Corp. *PXR* 704227107 03/31/2006 1,100 1 Elect Directors For For Mgmt 2 Approve Executive Incentive For For Mgmt Bonus Plan 05/04/06 - A Pediatrix Medical 705324101 03/15/2006 3,400 Group, Inc. *PDX* 1 Elect Directors For Split Mgmt 1.1 Elect Director Cesar L. Alvarez --- Withhold 1.2 Elect Director Waldemar A. Carlo, M.D. --- Withhold 1.3 Elect Director Michael B. Fernandez --- Withhold 1.4 Elect Director Roger K. Freeman, M.D. --- Withhold 1.5 Elect Director Paul G. Gabos --- Withhold 1.6 Elect Director P.J. Goldschmidt, M.D. --- For 1.7 Elect Director Roger J. Medel, M.D. --- Withhold 1.8 Elect Director Lawrence M. Mullen --- Withhold 1.9 Elect Director Enrique J. Sosa, Ph.D. --- Withhold 05/04/06 - A RLI Corp. *RLI* 749607107 03/06/2006 2,900 1 Elect Directors For For Mgmt 2 Approve Executive Incentive For For Mgmt Bonus Plan 3 Ratify Auditors For For Mgmt 05/04/06 - A Southwest Gas Corp. 844895102 03/07/2006 20,300 *SWX* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/04/06 - A The GEO Group, Inc. 36159R103 03/17/2006 8,000 *GEO* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 05/04/06 - A Watts Water 942749102 03/21/2006 5,700 Technologies *WTS* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/05/06 - A Asbury Automotive 43436104 03/10/2006 23,000 Group. Inc. *ABG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/05/06 - A Curtiss-Wright Corp. 231561101 03/08/2006 6,400 *CW* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive For For Mgmt Bonus Plan 3 Ratify Auditors For For Mgmt 05/05/06 - A NovaStar Financial, 669947400 03/10/2006 46 Inc. *NFI* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive For For Mgmt Bonus Plan 3 Ratify Auditors For For Mgmt 05/05/06 - A RC2 CORP *RCRC* 749388104 03/20/2006 6,600 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert E. Dods --- Withhold 1.2 Elect Director Boyd L. Meyer --- Withhold 1.3 Elect Director Peter K.K. Chung --- Withhold 1.4 Elect Director Curtis W. Stoelting --- Withhold 1.5 Elect Director John S. Bakalar --- For 1.6 Elect Director John J. Vosicky --- For 1.7 Elect Director Paul E. Purcell --- Withhold 1.8 Elect Director Daniel M. Wright --- For 1.9 Elect Director Thomas M. Collinger --- For 1.1 Elect Director Richard E. Rothkopf --- Withhold 1.1 Elect Director M.J. Merriman, Jr. --- For 05/05/06 - A UniSource Energy 909205106 03/21/2006 24,000 Corp. *UNS* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 05/08/06 - A Helix Energy 42330P107 03/21/2006 3,500 Solutions Inc *HLX* 1 Elect Directors For For Mgmt 05/08/06 - A MKS Instruments, Inc. 55306N104 03/02/2006 9,400 *MKSI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/09/06 - A American States Water 29899101 03/15/2006 2,900 Company *AWR* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/09/06 - A Cohu, Inc. *COHU* 192576106 03/14/2006 5,500 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Qualified Employee For For Mgmt Stock Purchase Plan 4 Ratify Auditors For For Mgmt 05/09/06 - A First Oak Brook 335847208 03/17/2006 1,250 Bancshares, Inc. *FOBB* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/09/06 - A Investment Technology 46145F105 03/15/2006 6,400 Group, Inc. *ITG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/09/06 - A PMA Capital Corp. 693419202 03/17/2006 41,200 *PMACA* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/09/06 - A Senior Housing 81721M109 03/16/2006 21,700 Properties Trust *SNH* 1 Elect Directors For For Mgmt 05/09/06 - A Surewest 868733106 03/21/2006 2,600 Communications *SURW* 1 Elect Directors For For Mgmt 05/09/06 - A Swift Energy Co. 870738101 03/22/2006 7,300 *SFY* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/09/06 - A TENNECO INC *TEN* 880349105 03/14/2006 25,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For Against Mgmt 05/09/06 - A TODCO *THE* 88889T107 03/17/2006 19,700 1 Elect Directors For For Mgmt 2 Amend For For Mgmt Articles/Bylaws/Charter-Non-Routine 3 Amend For For Mgmt Articles/Bylaws/Charter-Non-Routine 4 Company-Specific--Eliminate For For Mgmt Supermajority Voting Requirements 5 Company-Specific--Eliminate For For Mgmt Supermajority Voting Requirements 6 Eliminate Class of Common For For Mgmt Stock 7 Company Specific-Permit For For Mgmt Issuance of Stock Dividends 8 Company Specific-Authority For For Mgmt to Amend and Restate the Charter 05/09/06 - A United Online, Inc. 911268100 03/13/2006 14,250 *UNTD* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Other Business For For Mgmt 05/09/06 - A Valassis 918866104 03/20/2006 3,900 Communications, Inc. *VCI* 1 Elect Directors For For Mgmt 2 Amend Executive Incentive For For Mgmt Bonus Plan 3 Ratify Auditors For For Mgmt 05/09/06 - A Werner Enterprises, 950755108 03/20/2006 7,172 Inc. *WERN* 1 Elect Directors For For Mgmt 05/10/06 - A Atmel Corp. *ATML* 49513104 03/14/2006 30,400 1 Elect Directors For Split Mgmt 1.1 Elect Director George Perlegos --- For 1.2 Elect Director Gust Perlegos --- For 1.3 Elect Director Tsung-Ching Wu --- For 1.4 Elect Director T. Peter Thomas --- Withhold 1.5 Elect Director Pierre Fougere --- For 1.6 Elect Director Dr. Chaiho Kim --- For 1.7 Elect Director David Sugishita --- For 1.8 Elect Director Steven Laub --- For 2 Ratify Auditors For For Mgmt 05/10/06 - A Benchmark 08160H101 03/31/2006 8,400 Electronics, Inc. *BHE* 1 Elect Directors For For Mgmt 2 Increase Authorized Common For For Mgmt Stock 3 Ratify Auditors For For Mgmt 05/10/06 - A City Holding Co. 177835105 03/17/2006 4,200 *CHCO* 1 Elect Directors For Withhold Mgmt 2 Amend Director Liability For For Mgmt Provisions 3 Increase Supermajority Vote For Against Mgmt Requirement for Removal of Directors 4 Amend For Against Mgmt Articles/Bylaws/Charter General Matters 5 Ratify Auditors For For Mgmt 05/10/06 - A Comstock Resources, 205768203 04/12/2006 8,900 Inc. *CRK* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/10/06 - A First Republic Bank 336158100 03/31/2006 3,600 (San Francisco) *FRC* 1 Elect Directors For For Mgmt 2 Amend Restricted Stock Plan For Against Mgmt 3 Ratify Auditors For For Mgmt 05/10/06 - A Knight Capital Group 499005106 04/03/2006 25,100 Inc *NITE* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/10/06 - A Lodgenet 540211109 03/24/2006 15,400 Entertainment Corp. *LNET* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/10/06 - A MAF Bancorp, Inc. 55261R108 03/17/2006 7,818 *MAFB* 1 Elect Directors For Split Mgmt 1.1 Elect Director Joe F. Hanauer --- For 1.2 Elect Director Kenneth R. Koranda --- Withhold 1.3 Elect Director Raymond S. Stolarczyk --- Withhold 1.4 Elect Director Andrew J. Zych --- For 2 Ratify Auditors For For Mgmt 05/10/06 - A NACCO Industries, 629579103 03/13/2006 1,300 Inc. *NC* 1 Elect Directors For Split Mgmt 1.1 Elect Director Owsley Brown, II --- For 1.2 Elect Director Robert M. Gates --- For 1.3 Elect Director Dennis W. LaBarre --- Withhold 1.4 Elect Director Richard De J. Osborne --- For 1.5 Elect Director Alfred M. Rankin, Jr. --- For 1.6 Elect Director Ian M. Ross --- For 1.7 Elect Director Michael E. Shannon --- For 1.8 Elect Director Britton T. Taplin --- For 1.9 Elect Director David F. Taplin --- Withhold 1.1 Elect Director John F. Turben --- For 1.1 Elect Director Eugene Wong --- For 2 Approve Executive Incentive For For Mgmt Bonus Plan 3 Approve Executive Incentive For For Mgmt Bonus Plan 4 Approve Executive Incentive For For Mgmt Bonus Plan 5 Ratify Auditors For For Mgmt 05/10/06 - A NS Group, Inc. *NSS* 628916108 03/03/2006 5,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/10/06 - A Perot Systems Corp. 714265105 03/13/2006 17,100 *PER* 1 Elect Directors For Split Mgmt 1.1 Elect Director Ross Perot --- Withhold 1.2 Elect Director Ross Perot, Jr. --- For 1.3 Elect Director Peter A. Altabef --- For 1.4 Elect Director Steven Blasnik --- For 1.5 Elect Director John S.T. Gallagher --- For 1.6 Elect Director Carl Hahn --- For 1.7 Elect Director Desoto Jordan --- Withhold 1.8 Elect Director Thomas Meurer --- For 1.9 Elect Director Cecil H. Moore, Jr. --- For 1.1 Elect Director Anthony J. Principi --- For 1.1 Elect Director Anuroop (tony) Singh --- For 2 Approve Non-Employee For Against Mgmt Director Stock Option Plan 3 Ratify Auditors For For Mgmt 05/10/06 - A UIL Holdings 902748102 03/07/2006 1,200 Corporation *UIL* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/10/06 - A Visteon Corporation 92839U107 03/15/2006 5,466 *VC* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Amend Non-Employee Director For For Mgmt Stock Option Plan 5 Declassify the Board of Against For ShrHoldr Directors 05/11/06 - A Avista Corporation 05379B107 03/10/2006 6,400 *AVA* 1 Elect Directors For For Mgmt 2 Approve Reorganization Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/11/06 - A Aztar Corp. *AZR* 54802103 03/16/2006 3,800 1 Elect Directors For Withhold Mgmt 2 Ratify Auditors For For Mgmt 05/11/06 - A Brightpoint, Inc. 109473405 04/18/2006 5,850 *CELL* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/06 - A Computer Programs & 205306103 03/31/2006 2,800 Systems Inc *CPSI* 1 Elect Directors For Split Mgmt 1.1 Elect Director William R. Seifert, II --- For 1.2 Elect Director W. Austin Mulherin, III --- Withhold 1.3 Elect Director John C. Johnson --- For 2 Ratify Auditors For For Mgmt 05/11/06 - A Equity Inns, Inc. 294703103 03/15/2006 15,800 *ENN* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/06 - A Hexcel Corp. *HXL* 428291108 03/24/2006 10,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/06 - A Lithia Motors, Inc. 536797103 03/08/2006 24,400 *LAD* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive For For Mgmt Bonus Plan 3 Amend Qualified Employee For For Mgmt Stock Purchase Plan 05/11/06 - A Sinclair Broadcast 829226109 03/16/2006 3,500 Group, Inc. *SBGI* 1 Elect Directors For Split Mgmt 1.1 Elect Director David D. Smith --- Withhold 1.2 Elect Director Frederick G. Smith --- Withhold 1.3 Elect Director J. Duncan Smith --- Withhold 1.4 Elect Director Robert E. Smith --- Withhold 1.5 Elect Director Basil A. Thomas --- Withhold 1.6 Elect Director Lawrence E. McCanna --- For 1.7 Elect Director Daniel C. Keith --- For 1.8 Elect Director Martin R. Leader --- For 2 Ratify Auditors For For Mgmt 3 Amend Qualified Employee For For Mgmt Stock Purchase Plan 05/11/06 - A Viasys Healthcare, 92553Q209 03/10/2006 2,600 Inc. *VAS* 1 Elect Directors For For Mgmt 2 Declassify the Board of For For Mgmt Directors 3 Amend Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/12/06 - A Columbai Equity Trust 197627102 03/31/2006 2,900 Inc 1 Elect Directors For For Mgmt 05/12/06 - A Gentiva Health 37247A102 03/16/2006 4,600 Services, Inc. *GTIV* 1 Declassify the Board of For For Mgmt Directors 2 Elect Directors For For Mgmt 3 Ratify Auditors For For Mgmt 05/12/06 - A ICU Medical, Inc. 44930G107 03/27/2006 1,200 *ICUI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive For For Mgmt Bonus Plan 05/12/06 - A Oceaneering 675232102 03/20/2006 1,300 International, Inc. *OII* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/15/06 - A JDA Software Group, 46612K108 03/31/2006 5,400 Inc. *JDAS* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/15/06 - A Saga Communications, 786598102 03/30/2006 3,800 Inc. *SGA* 1 Elect Directors For Withhold Mgmt 2 Ratify Auditors For For Mgmt 05/15/06 - A Taubman Centers, Inc. 876664103 03/23/2006 6,100 *TCO* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/15/06 - A United Bankshares, 909907107 03/27/2006 3,300 Inc. *UBSI* 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard M. Adams --- For 1.2 Elect Director Robert G. Astorg --- For 1.3 Elect Director Thomas J. Blair, III --- For 1.4 Elect Director W. Gaston Caperton, III --- Withhold 1.5 Elect Director Lawrence K. Doll --- For 1.6 Elect Director Theodore J. Georgelas --- Withhold 1.7 Elect Director F.T. Graff, Jr. --- For 1.8 Elect Director Russell L. Isaacs --- For 1.9 Elect Director John M. McMahon --- For 1.1 Elect Director J. Paul McNamara --- For 1.1 Elect Director G. Ogden Nutting --- For 1.1 Elect Director William C. Pitt, III --- For 1.1 Elect Director I.N. Smith, Jr. --- For 1.1 Elect Director Mary K. Weddle --- For 1.2 Elect Director P. Clinton Winter, Jr. --- For 2 Approve Stock Option Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Other Business For For Mgmt 05/16/06 - A Alaska Air Group, 11659109 03/31/2006 18,600 Inc. *ALK* 1 Elect Directors For For Mgmt 2 Reduce Supermajority Vote For For Mgmt Requirement 3 Declassify the Board of For For Mgmt Directors 4 Adopt Simple Majority Vote Against Against ShrHoldr 5 Amend Vote Requirements to Against Against ShrHoldr Amend Articles/Bylaws/Charter 6 Require a Majority Vote for Against Against ShrHoldr the Election of Directors 7 Company-Specific-Enforce Against Against ShrHoldr Shareholder Vote 8 Company-Specific-Equal Against Against ShrHoldr Ownership Rights for Shareholders 9 Declassify the Board of Against Against ShrHoldr Directors 05/16/06 - A AMERIS BANCORP *ABCB* 03076K108 03/07/2006 1,465 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/16/06 - A Community Bank 203607106 03/30/2006 8,000 System, Inc. *CBU* 1 Elect Directors For For Mgmt 05/16/06 - A Felcor Lodging Trust 31430F101 03/21/2006 18,400 Incorporated *FCH* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/16/06 - A First Niagara 33582V108 03/20/2006 31,746 Financial Group, Inc. *FNFG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/16/06 - A Georgia Gulf Corp. 373200203 03/29/2006 1,200 *GGC* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/16/06 - A LandAmerica Financial 514936103 03/30/2006 8,400 Group, Inc. *LFG* 1 Elect Directors For For Mgmt 2 Amend For For Mgmt Articles/Bylaws/Charter-Non-Routine 3 Amend Director and Officer For For Mgmt Indemnification/Liability Provisions 4 Ratify Auditors For For Mgmt 05/16/06 - A Magellan Health 559079207 03/27/2006 900 Services, Inc. *MGLN* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Non-Employee For For Mgmt Director Omnibus Stock Plan 4 Approve Qualified Employee For For Mgmt Stock Purchase Plan 5 Ratify Auditors For For Mgmt 05/16/06 - A Mid-America Apartment 59522J103 03/17/2006 16,100 Communities, Inc. *MAA* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/16/06 - A Mid-State Bancshares 595440108 03/31/2006 5,700 *MDST* 1 Elect Directors For For Mgmt 05/16/06 - A PNM Resources Inc 69349H107 03/27/2006 15,750 *PNM* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of For For Mgmt Directors 05/16/06 - A RadiSys Corp. *RSYS* 750459109 03/21/2006 3,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/16/06 - A Spherion Corp. *SFN* 848420105 03/24/2006 19,700 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/16/06 - A Viad Corp. *VVI* 92552R406 03/23/2006 7,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/06 - A Amis Holdings Inc 31538101 03/21/2006 5,100 *AMIS* 1 Elect Directors For Split Mgmt 1.1 Elect Director Dipanjan Deb --- Withhold 1.2 Elect Director Christine King --- Withhold 1.3 Elect Director S. Atiq Raza --- For 1.4 Elect Director Paul C. Schorr Iv --- Withhold 1.5 Elect Director Colin L. Slade --- For 1.6 Elect Director David Stanton --- Withhold 1.7 Elect Director William N. Starling, Jr --- For 1.8 Elect Director James A. Urry --- Withhold 2 Ratify Auditors For For Mgmt 05/17/06 - A Corn Products 219023108 03/20/2006 11,500 International, Inc. *CPO* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/06 - A Gateway Inc *GTW* 367626108 03/23/2006 17,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/06 - A Great Southern 390905107 03/08/2006 2,900 Bancorp, Inc. *GSBC* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/06 - A Heartland Financial 42234Q102 03/20/2006 2,200 USA, Inc. *HTLF* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/06 - A Newport Corp. *NEWP* 651824104 03/31/2006 11,400 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 05/17/06 - A Primedia Inc. *PRM* 74157K101 04/06/2006 100 1 Elect Directors For Split Mgmt 1.1 Elect Director David A. Bell --- For 1.2 Elect Director Beverly C. Chell --- Withhold 1.3 Elect Director Meyer Feldberg --- For 1.4 Elect Director Perry Golkin --- Withhold 1.5 Elect Director H. John Greeniaus --- For 1.6 Elect Director Dean B. Nelson --- Withhold 1.7 Elect Director Thomas Uger --- Withhold 2 Ratify Auditors For For Mgmt 05/17/06 - A Provident Bankshares 743859100 04/03/2006 10,600 Corp. *PBKS* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/06 - A Royal Bancshares Of 780081105 04/03/2006 1,201 Pennsylvania, Inc. *RBPAA* 1 Elect Directors For Split Mgmt 1.1 Elect Director Joseph P. Campbell --- Withhold 1.2 Elect Director James J. McSwiggan --- Withhold 1.3 Elect Director Linda Tabas Stempel --- Withhold 1.4 Elect Director Murray Stempel, III --- Withhold 1.5 Elect Director Howard Wurzak --- Withhold 1.6 Elect Director Patrick J. McCormick --- For 2 Increase Authorized Common For For Mgmt Stock 3 Amend Stock Option Plan For For Mgmt 05/17/06 - A Smart & Final Inc. 831683107 03/21/2006 8,800 *SMF* 1 Elect Directors For Split Mgmt 1.1 Elect Director L. Hakim Aouani --- Withhold 1.2 Elect Director Thierry Bourgeron --- Withhold 1.3 Elect Director Timm F. Crull --- For 1.4 Elect Director David L. Meyers --- For 1.5 Elect Director Joel-Andre Ornstein --- Withhold 1.6 Elect Director Ross E. Roeder --- Withhold 1.7 Elect Director Etienne Snollaerts --- Withhold 1.8 Elect Director Stephen E. Watson --- For 05/17/06 - A Steinway Musical 858495104 03/24/2006 4,700 Instruments, Inc. *LVB* 1 Elect Directors For Split Mgmt 1.1 Elect Director Kyle R. Kirkland --- Withhold 1.2 Elect Director Dana D. Messina --- Withhold 1.3 Elect Director Bruce A. Stevens --- Withhold 1.4 Elect Director John M. Stoner, Jr. --- Withhold 1.5 Elect Director A. Clinton Allen --- For 1.6 Elect Director Rudolph K. Kluiber --- For 1.7 Elect Director Peter Mcmillan --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For Against Mgmt 4 Approve Qualified Employee For For Mgmt Stock Purchase Plan 05/17/06 - A TierOne Corp. *TONE* 88650R108 03/20/2006 6,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/06 - A Tupperware Brands 899896104 03/20/2006 21,900 Corp. *TUP* 1 Elect Directors For Split Mgmt 1.1 Elect Director Kriss Cloninger, III --- For 1.2 Elect Director Joe R. Lee --- For 1.3 Elect Director Bob Marbut --- Withhold 1.4 Elect Director David R. Parker --- For 1.5 Elect Director J. Patrick Spainhour --- For 2 Ratify Auditors For For Mgmt 3 Amend Non-Employee Director For For Mgmt Omnibus Stock Plan 4 Approve Omnibus Stock Plan For For Mgmt 05/17/06 - A United Fire & 910331107 03/31/2006 2,400 Casualty Co. *UFCS* 1 Elect Directors For For Mgmt 2 Other Business For For Mgmt 05/18/06 - A Adolor Corp *ADLR* 00724X102 03/20/2006 5,539 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 05/18/06 - A Anixter International 35290105 03/31/2006 6,400 Inc. *AXE* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/18/06 - A Anthracite Capital, 37023108 03/31/2006 41,000 Inc. *AHR* 1 Elect Directors For Split Mgmt 1.1 Elect Director Deborah J. Lucas --- For 1.2 Elect Director Scott M. Amero --- Withhold 1.3 Elect Director Ralph L. Schlosstein --- Withhold 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr 05/18/06 - A Commonwealth 203349105 03/01/2006 2,900 Telephone Enterprises, Inc. *CTCO* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Approve Executive Incentive For For Mgmt Bonus Plan 5 Approve Deferred For For Mgmt Compensation Plan 05/18/06 - A Dollar Thrifty 256743105 03/24/2006 8,900 Automotive Group, Inc. *DTG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Qualified Employee For For Mgmt Stock Purchase Plan 05/18/06 - A Fremont General Corp. 357288109 04/06/2006 12,800 *FMT* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/18/06 - A General Cable Corp. 369300108 03/20/2006 9,300 *BGC* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/06 - A IDACORP, Inc. *IDA* 451107106 03/30/2006 1,671 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/06 - A Kilroy Realty Corp. 49427F108 03/03/2006 15,300 *KRC* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 05/18/06 - A MasTec, Inc. *MTZ* 576323109 04/05/2006 10,200 1 Elect Directors For For Mgmt 05/18/06 - A NN, Inc. *NNBR* 629337106 03/31/2006 11,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/06 - A Post Properties, Inc. 737464107 03/27/2006 14,400 *PPS* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for Against For ShrHoldr the Election of Directors 05/18/06 - A State Auto Financial 855707105 03/24/2006 3,200 Corp. *STFC* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/06 - A Steel Dynamics, Inc. 858119100 03/28/2006 12,600 *STLD* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 05/18/06 - A Stone Energy Corp. 861642106 03/22/2006 6,895 *SGY* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/06 - A Sun Bancorp, Inc. 86663B102 03/30/2006 2,063 (NJ) *SNBC* 1 Elect Directors For Split Mgmt 1.1 Elect Director Thomas A. Bracken --- For 1.2 Elect Director Bernard A. Brown --- For 1.3 Elect Director Ike Brown --- For 1.4 Elect Director Jeffrey S. Brown --- Withhold 1.5 Elect Director Sidney R. Brown --- For 1.6 Elect Director John A. Fallone --- For 1.7 Elect Director Peter Galetto, Jr. --- For 1.8 Elect Director Douglas J. Heun --- For 1.9 Elect Director Charles P. Kaempffer --- For 1.1 Elect Director Anne E. Koons --- For 1.1 Elect Director Eli Kramer --- For 1.1 Elect Director Alfonse M. Mattia --- For 1.1 Elect Director George A. Pruitt --- For 1.1 Elect Director Anthony Russo, III --- For 1.2 Elect Director Edward H. Salmon --- For 1.2 Elect Director Howard M. Schoor --- For 2 Increase Authorized Common For For Mgmt Stock 3 Ratify Auditors For For Mgmt 05/18/06 - A Tween Brands Inc 890333107 04/07/2006 8,300 *TWB* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/06 - A Tyler Technologies 902252105 03/31/2006 8,000 Inc. *TYL* 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/19/06 - A MRV Communications, 553477100 04/06/2006 5,244 Inc. *MRVC* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/19/06 - A North Pittsburgh 661562108 04/11/2006 800 Systems, Inc. *NPSI* 1 Elect Directors For Split Mgmt 1.1 Elect Director Harry R. Brown --- Withhold 1.2 Elect Director Charles E. Cole --- For 1.3 Elect Director Frederick J. Crowley --- For 1.4 Elect Director Allen P. Kimble --- Withhold 1.5 Elect Director Stephen G. Kraskin --- Withhold 1.6 Elect Director David E. Nelsen --- For 1.7 Elect Director Charles E. Thomas, Jr. --- Withhold 05/19/06 - A Safety Insurance 78648T100 04/03/2006 5,010 Group, Inc. *SAFT* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive For For Mgmt Bonus Plan 05/19/06 - A Technical Olympic 878483106 04/10/2006 14,713 USA, Inc. *TOA* 1 Elect Directors For Split Mgmt 1.1 Elect Director Konstantinos Stengos --- Withhold 1.2 Elect Director Antonio B. Mon --- Withhold 1.3 Elect Director Andreas Stengos --- Withhold 1.4 Elect Director George Stengos --- Withhold 1.5 Elect Director Marianna Stengou --- Withhold 1.6 Elect Director Larry D. Horner --- For 1.7 Elect Director William A. Hasler --- Withhold 1.8 Elect Director Michael J. Poulos --- For 1.9 Elect Director Susan B. Parks --- For 1.1 Elect Director J. Bryan Whitworth --- For 1.1 Elect Director Tommy L. Mcaden --- Withhold 2 Amend Omnibus Stock Plan For For Mgmt 05/19/06 - A Washington Group 938862208 03/31/2006 6,400 International Inc *WGII* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/23/06 - A Alpharma Inc. *ALO* 20813101 03/30/2006 6,700 1 Elect Directors For For Mgmt 05/23/06 - A Covenant Transport, 22284P105 03/29/2006 3,200 Inc. *CVTI* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For Against Mgmt 3 Other Business For For Mgmt 05/23/06 - A Infinity Property and 45665Q103 04/03/2006 5,900 Casualty Corp. *IPCC* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive For For Mgmt Bonus Plan 3 Ratify Auditors For For Mgmt 05/23/06 - A Pacific Capital 69404P101 03/24/2006 2,700 Bancorp *PCBC* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/23/06 - A Rait Investment Trust 749227104 03/24/2006 500 *RAS* 1 Elect Directors For Split Mgmt 1.1 Elect Director Betsy Z. Cohen --- For 1.2 Elect Director Edward S. Brown --- For 1.3 Elect Director Jonathan Z. Cohen --- Withhold 1.4 Elect Director S. Kristin Kim --- For 1.5 Elect Director Arthur Makadon --- For 1.6 Elect Director Joel R. Mesznik --- For 1.7 Elect Director Daniel Promislo --- For 1.8 Elect Director R. Randle Scarborough --- For 2 Ratify Auditors For For Mgmt 05/23/06 - A Sykes Enterprises, 871237103 04/13/2006 7,100 Inc. *SYKE* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Amend Deferred Compensation For For Mgmt Plan 5 Ratify Auditors For For Mgmt 05/23/06 - A TriCo Bancshares 896095106 03/29/2006 3,000 *TCBK* 1 Elect Directors For Split Mgmt 1.1 Elect Director William J. Casey --- For 1.2 Elect Director Donald J. Amaral --- For 1.3 Elect Director Craig S. Compton --- For 1.4 Elect Director John S.A. Hasbrook --- For 1.5 Elect Director Michael W. Koehnen --- For 1.6 Elect Director Donald E. Murphy --- Withhold 1.7 Elect Director Steve G. Nettleton --- For 1.8 Elect Director Richard P. Smith --- For 1.9 Elect Director Carroll R. Taresh --- For 1.1 Elect Director Alex A. Vereschagin, Jr. --- For 2 Ratify Auditors For For Mgmt 05/23/06 - A Valeant 91911X104 04/11/2006 700 Pharmaceuticals Intl. *VRX* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/24/06 - A Alliance Imaging, 18606202 04/24/2006 6,802 Inc. *AIQ* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/24/06 - A Arbitron, Inc. *ARB* 03875Q108 04/03/2006 1,200 1 Elect Directors For For Mgmt 05/24/06 - A Arris Group Inc 04269Q100 04/07/2006 7,000 *ARRS* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Amend Executive Incentive For For Mgmt Bonus Plan 5 Ratify Auditors For For Mgmt 05/24/06 - A Black Hills Corp. 92113109 04/05/2006 6,700 *BKH* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/24/06 - A DSP Group, Inc. 23332B106 03/28/2006 4,900 *DSPG* 1 Elect Director Patrick For For Mgmt Tanguy 2 Amend Non-Employee Director For For Mgmt Stock Option Plan 3 Amend Qualified Employee For For Mgmt Stock Purchase Plan 4 Ratify Auditors For For Mgmt 05/24/06 - A Hanmi Financial 410495105 04/03/2006 39,100 Corporation *HAFC* 1 Elect Directors For For Mgmt 05/24/06 - A Minerals 603158106 03/27/2006 4,100 Technologies, Inc. *MTX* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/24/06 - A NeuroMetrix, Inc. 641255104 03/31/2006 991 *NURO* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/24/06 - A Zenith National 989390109 03/27/2006 17,900 Insurance Corp. *ZNT* 1 Elect Directors For For Mgmt 2 Amend Restricted Stock Plan For For Mgmt 3 Increase Authorized Common For For Mgmt Stock 4 Ratify Auditors For For Mgmt 05/25/06 - A Audiovox Corp. *VOXX* 50757103 03/27/2006 3,800 1 Elect Directors For Split Mgmt 1.1 Elect Director Paul C. Kreuch, Jr. --- For 1.2 Elect Director Dennis F. Mcmanus --- For 1.3 Elect Director Peter A. Lesser --- For 1.4 Elect Director John J. Shalam --- Withhold 1.5 Elect Director Patrick M. Lavelle --- Withhold 1.6 Elect Director Charles M. Stoehr --- Withhold 1.7 Elect Director Philip Christopher --- Withhold 2 Approve Omnibus Stock Plan For Against Mgmt 3 Ratify Auditors For For Mgmt 05/25/06 - A BancFirst Corp. 05945F103 04/13/2006 2,400 *BANF* 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For Against Mgmt 3 Amend Non-Employee Director For Against Mgmt Stock Option Plan 4 Amend Deferred Compensation For For Mgmt Plan 5 Ratify Auditors For For Mgmt 05/25/06 - A Brown Shoe Company, 115736100 04/03/2006 10,200 Inc. *BWS* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 05/25/06 - A Chiquita Brands 170032809 04/03/2006 16,300 International, Inc. *CQB* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/25/06 - A Cytokinetics, 23282W100 03/31/2006 8,700 Incorporated *CYTK* 1 Elect Directors For Withhold Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Qualified Employee For For Mgmt Stock Purchase Plan 05/25/06 - A Heritage Commerce 426927109 03/29/2006 1,100 Corp. *HTBK* 1 Elect Directors For Split Mgmt 1.1 Elect Director Frank G. Bisceglia --- For 1.2 Elect Director James R. Blair --- Withhold 1.3 Elect Director Jack W. Conner --- For 1.4 Elect Director William J. Del Biaggio, Jr. --- For 1.5 Elect Director Walter T. Kaczmarek --- For 1.6 Elect Director Robert T. Moles --- For 1.7 Elect Director Louis O. Normandin --- For 1.8 Elect Director Jack L. Peckham --- For 1.9 Elect Director Humphrey P. Polanen --- For 1.1 Elect Director Charels J. Toeniskoetter --- Withhold 1.1 Elect Director Ranson W. Webster --- For 2 Amend Stock Option Plan For For Mgmt 05/25/06 - A Invacare Corp. *IVC* 461203101 03/31/2006 700 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt 3 Ratify Auditors For For Mgmt 05/25/06 - A Kadant Inc *KAI* 48282T104 04/10/2006 800 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 05/25/06 - A Northwest Natural Gas 667655104 04/06/2006 7,000 Co. *NWN* 1 Elect Directors For Split Mgmt 1.1 Elect Director Timothy P. Boyle --- For 1.2 Elect Director Mark S. Dodson --- For 1.3 Elect Director Randall C. Pape --- Withhold 1.4 Elect Director Richard L. Woolworth --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Amend Qualified Employee For For Mgmt Stock Purchase Plan 4 Company Specific --Restated For For Mgmt Articles of Incorporation 5 Company Specific For For Mgmt --Amendment to Article IV of the Restated Articles of Incorporation 6 Ratify Auditors For For Mgmt 05/25/06 - A Payless Shoesource, 704379106 04/03/2006 9,300 Inc. *PSS* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Amend Non-Employee Director For For Mgmt Restricted Stock Plan 05/25/06 - A PolyOne Corp. *POL* 73179P106 03/27/2006 31,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/06 - A RailAmerica, Inc. 750753105 03/27/2006 15,200 *RRA* 1 Elect Directors For For Mgmt 05/25/06 - A Teletech Holdings, 879939106 04/03/2006 15,400 Inc. *TTEC* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/06 - A Universal American 913377107 04/03/2006 3,200 Financial Corp. *UHCO* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/06 - A URS Corp. *URS* 903236107 04/07/2006 4,900 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Require a Majority Vote for Against For ShrHoldr the Election of Directors 05/26/06 - A First Potomac Realty 33610F109 03/13/2006 6,725 Trust *FPO* 1 Elect Directors For For Mgmt 05/26/06 - PC InfoUSA Inc. *IUSA* 456818301 04/04/2006 2,600 Management Proxy (White Card) 1 Elect Directors For Abstain Mgmt 2 Amend Against Abstain ShrHoldr articles/bylaws/charter -- Filling Vacancies Dissident Proxy (Blue Card) 1 Elect Directors (Opposition For For Mgmt Slate) 2 Amend For For ShrHoldr articles/bylaws/charter -- Filling Vacancies 05/26/06 - A Internet Security 46060X107 04/07/2006 900 Systems, Inc. *ISSX* 1 Elect Directors For For Mgmt 05/26/06 - A Watsco, Inc. *WSO.B* 942622200 04/10/2006 2,900 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 05/30/06 - A Greater Bay Bancorp 391648102 04/11/2006 11,400 *GBBK* 1 Elect Directors For For Mgmt 2 Declassify the Board of For For Mgmt Directors 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 5 Amend Against For ShrHoldr Articles/Bylaws/Charter to Remove Antitakeover Provisions 05/30/06 - A W Holding Company, 929251106 04/21/2006 21,392 Inc. *WHI* 1 Elect Directors For Split Mgmt 1.1 Elect Director Frank C. Stipes, Esq. --- Withhold 1.2 Elect Director Hector L. Del Rio --- For 1.3 Elect Director Juan C. Frontera --- For 2 Ratify Auditors For For Mgmt 05/30/06 - S Western Sierra 959522103 04/07/2006 1,200 Bancorp 1 Approve Reorganization Plan For For Mgmt 2 Adjourn Meeting For For Mgmt 05/31/06 - A Alderwoods Group, 14383103 04/24/2006 4,500 Inc. 1 Approve Merger Agreement For For Mgmt 2 Elect Directors For For Mgmt 3 Adjourn Meeting For For Mgmt 05/31/06 - A Inter-Tel, Inc. 458372109 03/22/2006 6,448 *INTL* 1 Elect Directors For Split Mgmt 1.1 Elect Director Norman Stout --- For 1.2 Elect Director Alexandro Capello --- For 1.3 Elect Director J. Robert Anderson --- For 1.4 Elect Director Jerry W. Chapman --- Withhold 1.5 Elect Director Gary D. Edens --- For 1.6 Elect Director Steven E. Karol --- For 1.7 Elect Director Robert Rodin --- For 1.8 Elect Director Agnieszka Winkler --- For 1.9 Elect Director Steven G. Mihaylo --- For 1.1 Elect Director Anil K. Puri --- For 1.1 Elect Director Kenneth L. Urish --- For 2 Change State of For For Mgmt Incorporation 3 Amend For For Mgmt Articles/Bylaws/Charter-Non-Routine 4 Ratify Auditors For For Mgmt 5 Adjourn Meeting For For Mgmt 05/31/06 - A StarTek, Inc. *SRT* 85569C107 04/07/2006 2,300 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 05/31/06 - A The Navigators Group, 638904102 04/04/2006 900 Inc. *NAVG* 1 Elect Directors For For Mgmt 2 Increase Authorized Common For For Mgmt Stock 3 Ratify Auditors For For Mgmt 06/01/06 - A Boykin Lodging 103430104 04/05/2006 4,300 Company *BOY* 1 Elect Directors For Split Mgmt 1.1 Elect Director Albert T. Adams --- Withhold 1.2 Elect Director Mark J. Nasca --- For 1.3 Elect Director Robert W. Boykin --- For 1.4 Elect Director William H. Schecter --- For 1.5 Elect Director Lee C. Howley, Jr. --- For 1.6 Elect Director Ivan J. Winfield --- For 1.7 Elect Director James B. Meathe --- For 06/01/06 - A Government Properties 38374W107 04/19/2006 13,000 Trust, Inc *GPT* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/01/06 - A Impac Mortgage 45254P102 04/07/2006 19,900 Holdings, Inc. *IMH* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/01/06 - A Ipass Inc. *IPAS* 46261V108 04/17/2006 6,600 1 Elect Directors For For Mgmt 2 Amend Non-Employee Director For Against Mgmt Omnibus Stock Plan 3 Ratify Auditors For For Mgmt 06/01/06 - A Landrys Restaurants, 51508L103 04/19/2006 17,000 Inc *LNY* 1 Elect Directors For Split Mgmt 1.1 Elect Director Tilman J. Fertitta --- For 1.2 Elect Director Steven L. Scheinthal --- For 1.3 Elect Director Michael S. Chadwick --- For 1.4 Elect Director Michael Richmond --- For 1.5 Elect Director Joe Max Taylor --- For 1.6 Elect Director Kenneth Brimmer --- Withhold 2 Amend Omnibus Stock Plan For Against Mgmt 06/01/06 - A Pennsylvania Real 709102107 04/07/2006 20,800 Estate Investment Trust *PEI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/01/06 - A Sauer-Danfoss, Inc. 804137107 04/07/2006 6,900 *SHS* 1 Elect Directors For Split Mgmt 1.1 Elect Director Ole Steen Andersen --- Withhold 1.2 Elect Director David J. Anderson --- Withhold 1.3 Elect Director Jorgen M. Clausen --- Withhold 1.4 Elect Director Nicola Keim --- Withhold 1.5 Elect Director Johannes F. Kirchhoff --- For 1.6 Elect Director Hans Kirk --- Withhold 1.7 Elect Director F. Joseph Loughrey --- For 1.8 Elect Director Klaus H. Murmann --- Withhold 1.9 Elect Director Sven Murmann --- Withhold 1.1 Elect Director Steven H. Wood --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/01/06 - S SOURCECORP, Inc. 836167106 04/21/2006 1,600 1 Approve Merger Agreement For For Mgmt 06/01/06 - A Stage Stores, Inc. 85254C305 04/05/2006 11,650 *SSI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/02/06 - A Bois D Arc Energy LLC 09738U103 04/28/2006 5,700 *BDE* 1 Elect Directors For Split Mgmt 1.1 Elect Director John L. Duvieilh --- Withhold 1.2 Elect Director David K. Lockett --- For 1.3 Elect Director David W. Sledge --- For 2 Ratify Auditors For For Mgmt 06/02/06 - A Flowers Foods, Inc. 343498101 03/31/2006 5,925 *FLO* 1 Elect Directors For Withhold Mgmt 2 Ratify Auditors For For Mgmt 06/06/06 - A Cascade Corp. *CAE* 147195101 04/25/2006 4,100 1 Elect Directors For For Mgmt 06/06/06 - A Ceradyne, Inc. *CRDN* 156710105 04/17/2006 2,061 1 Elect Directors For Split Mgmt 1.1 Elect Director Joel P. Moskowitz --- For 1.2 Elect Director Richard A. Alliegro --- Withhold 1.3 Elect Director Frank Edelstein --- For 1.4 Elect Director Richard A. Kertson --- For 1.5 Elect Director William C. LaCourse --- For 1.6 Elect Director Milton L. Lohr --- For 2 Increase Authorized Common For For Mgmt Stock 06/06/06 - A Maguire Properties, 559775101 04/21/2006 5,700 Inc. *MPG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/06/06 - A ManTech International 564563104 04/14/2006 3,700 Corporation *MANT* 1 Elect Directors For Split Mgmt 1.1 Elect Director George J. Pedersen --- For 1.2 Elect Director Richard L. Armitage --- For 1.3 Elect Director Barry G. Campbell --- For 1.4 Elect Director Robert A. Coleman --- For 1.5 Elect Director Walter R. Fatzinger, Jr. --- For 1.6 Elect Director David E. Jeremiah --- For 1.7 Elect Director Richard J. Kerr --- For 1.8 Elect Director Stephen W. Porter --- Withhold 1.9 Elect Director Paul G. Stern --- For 2 Approve Omnibus Stock Plan For Against Mgmt 3 Ratify Auditors For For Mgmt 06/06/06 - A Technology Investment 878717305 04/27/2006 19,179 Capital Corp. *TICC* 1 Elect Directors For Split Mgmt 1.1 Elect Director Jonathan H. Cohen --- Withhold 1.2 Elect Director G. Peter O'Brien --- For 2 Ratify Auditors For For Mgmt 06/07/06 - A Alexion 15351109 04/21/2006 3,800 Pharmaceuticals, Inc. *ALXN* 1 Elect Directors For Split Mgmt 1.1 Elect Director Leonard Bell --- For 1.2 Elect Director David W. Keiser --- For 1.3 Elect Director Max Link --- Withhold 1.4 Elect Director Joseph A. Madri --- For 1.5 Elect Director Larry L. Mathis --- For 1.6 Elect Director R. Douglas Norby --- For 1.7 Elect Director Alvin S. Parven --- For 1.8 Elect Director Ruedi E. Waeger --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/07/06 - A Electronics For 286082102 04/17/2006 5,500 Imaging, Inc. *EFII* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Qualified Employee For For Mgmt Stock Purchase Plan 06/07/06 - A QAD, Inc. *QADI* 74727D108 04/17/2006 2,700 1 Elect Directors For Split Mgmt 1.1 Elect Director Karl F. Lopker --- Withhold 1.2 Elect Director Pamela M. Lopker --- Withhold 1.3 Elect Director Peter R. Van Cuylenburg --- For 1.4 Elect Director A. Barry Patmore --- For 1.5 Elect Director Scott J. Adelson --- For 2 Approve Omnibus Stock Plan For For Mgmt 06/07/06 - S Schnitzer Steel 806882106 05/18/2006 1,169 Industries, Inc. *SCHN* 1 Amend For Against Mgmt Articles/Bylaws/Charter-Non-Routine 06/07/06 - A Silgan Holdings Inc. 827048109 04/17/2006 15,600 *SLGN* 1 Elect Directors For For Mgmt 2 Approve Increase in Size of For For Mgmt Board 3 Amend Executive Incentive For For Mgmt Bonus Plan 4 Ratify Auditors For For Mgmt 06/08/06 - A Checkpoint Systems, 162825103 04/19/2006 6,700 Inc. *CKP* 1 Elect Directors For For Mgmt 06/08/06 - A Cubist 229678107 04/12/2006 5,300 Pharmaceuticals, Inc. *CBST* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Non-Employee Director For For Mgmt Omnibus Stock Plan 06/08/06 - A Gartner , Inc. *IT* 366651107 04/13/2006 12,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/08/06 - A HealthTronics Inc. 42222L107 04/27/2006 6,400 *HTRN* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 06/12/06 - A Cypress Bioscience, 232674507 04/25/2006 13,000 Inc. *CYPB* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/12/06 - A Progenics 743187106 04/13/2006 4,500 Pharmaceuticals, Inc *PGNX* 1 Elect Directors For Split Mgmt 1.1 Elect Director Charles A. Baker --- For 1.2 Elect Director Kurt W. Briner --- For 1.3 Elect Director Mark F. Dalton --- For 1.4 Elect Director Stephen P. Goff, Ph.D. --- Withhold 1.5 Elect Director Paul F. Jacobson --- For 1.6 Elect Director Paul J. Maddon, M.D., Ph.D. --- For 1.7 Elect Director David A. Scheinberg, M.D., Ph.D. --- For 2 Ratify Auditors For For Mgmt 3 Other Business For For Mgmt 06/12/06 - A Silicon Storage 827057100 04/20/2006 7,000 Technology, Inc. *SSTI* 1 Elect Directors For Split Mgmt 1.1 Elect Director Bing Yeh --- For 1.2 Elect Director Yaw Wen Hu --- For 1.3 Elect Director Tsuyoshi Taira --- For 1.4 Elect Director Yasushi Chikagami --- Withhold 1.5 Elect Director Ronald Chwang --- For 1.6 Elect Director Terry M. Nickerson --- For 2 Amend Omnibus Stock Plan For Against Mgmt 3 Ratify Auditors For For Mgmt 06/13/06 - A CharterMac *CHC* 160908109 04/14/2006 7,800 1 Elect Directors For For Mgmt 2 Increase Authorized Common For For Mgmt Stock 3 Adjourn Meeting For For Mgmt 06/13/06 - A Mediacom 58446K105 04/28/2006 10,600 Communications Corp. *MCCC* 1 Elect Directors For Split Mgmt 1.1 Elect Director Rocco B. Commisso --- Withhold 1.2 Elect Director Craig S. Mitchell --- For 1.3 Elect Director William S. Morris, III --- For 1.4 Elect Director Thomas V. Reifenheiser --- For 1.5 Elect Director Natale S. Ricciardi --- For 1.6 Elect Director Mark E. Stephan --- Withhold 1.7 Elect Director Robert L. Winikoff --- Withhold 2 Ratify Auditors For For Mgmt 06/14/06 - A Capital Trust, Inc. 14052H506 04/26/2006 3,800 *CT* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/14/06 - A Entegris, Inc *ENTG* 29362U104 04/28/2006 20,039 1 Elect Directors For For Mgmt 06/15/06 - A Emcor Group, Inc. 29084Q100 04/19/2006 2,600 *EME* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/15/06 - A Santander BanCorp 802809103 05/05/2006 900 *SBP* 1 Elect Directors For Withhold Mgmt 2 Ratify Auditors For For Mgmt 06/15/06 - A Taylor Capital Group, 876851106 04/27/2006 3,600 Inc. *TAYC* 1 Elect Directors For Split Mgmt 1.1 Elect Director Jeffrey W. Taylor --- For 1.2 Elect Director Bruce W. Taylor --- Withhold 1.3 Elect Director Ronald Bliwas --- For 1.4 Elect Director Ronald D. Emanuel --- For 1.5 Elect Director Edward Mcgowan --- For 1.6 Elect Director Louise O'Sullivan --- For 1.7 Elect Director Melvin E. Pearl --- For 1.8 Elect Director Shepherd G. Pryor, Iv --- For 1.9 Elect Director Richard W. Tinberg --- For 1.1 Elect Director Mark L. Yeager --- For 06/16/06 - A Perry Ellis 288853104 04/19/2006 2,000 International, Inc. *PERY* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/20/06 - A American Home 02660R107 05/16/2006 19,659 Mortgage Investment, Corp. *AHM* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/20/06 - S NetIQ Corporation 64115P102 05/15/2006 4,900 1 Approve Merger Agreement For For Mgmt 06/21/06 - A Interpool, Inc. *IPX* 46062R108 05/15/2006 200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/21/06 - A Mattson Technology, 577223100 05/17/2006 4,600 Inc. *MTSN* 1 Elect Directors For Withhold Mgmt 2 Ratify Auditors For For Mgmt 06/22/06 - A Res-Care, Inc. *RSCR* 760943100 05/12/2006 200 1 Elect Directors For Split Mgmt 1.1 Elect Director William E. Brock --- For 1.2 Elect Director Steven S. Reed --- Withhold 1.3 Elect Director E. Halsey Sandford --- For 2 Ratify Auditors For For Mgmt 06/22/06 - A TTM Technologies, 87305R109 04/24/2006 629 Inc. *TTMI* 1 Elect Director John G. Mayer For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 06/26/06 - A General 369385109 04/28/2006 10,400 Communication, Inc. *GNCMA* 1 Elect Directors For Split Mgmt 1.1 Elect Director Stephen M. Brett --- For 1.2 Elect Director Ronald A. Duncan --- For 1.3 Elect Director Stephen R. Mooney --- Withhold 1.4 Elect Director Scott M. Fisher --- For 06/26/06 - A United Therapeutics 91307C102 05/01/2006 2,000 Corp. *UTHR* 1 Elect Directors For For Mgmt 06/26/06 - A Waste Services Inc 941075103 05/31/2006 400 *WSIID* 1 Elect Directors For For Mgmt 2 Approve Reverse Stock Split For For Mgmt 06/28/06 - A Apogee Enterprises, 37598109 05/04/2006 9,900 Inc. *APOG* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/28/06 - A Genesco Inc. *GCO* 371532102 04/25/2006 4,200 1 Elect Directors For Split Mgmt 1.1 Elect Director James S. Beard --- For 1.2 Elect Director Leonard L. Berry --- For 1.3 Elect Director William F. Blaufuss,Jr. --- For 1.4 Elect Director James W. Bradford --- For 1.5 Elect Director Robert V. Dale --- For 1.6 Elect Director Matthew C. Diamond --- For 1.7 Elect Director Marty G. Dickens --- For 1.8 Elect Director Ben T. Harris --- For 1.9 Elect Director Kathleen Mason --- Withhold 1.1 Elect Director Hal N. Pennington --- For 1.1 Elect Director W.A. Williamson, Jr. --- For 2 Ratify Auditors For For Mgmt 06/29/06 - A Ennis Inc. *EBF* 293389102 05/01/2006 3,200 1 Elect Directors For For Mgmt 2 Other Business For For Mgmt 06/29/06 - A LifeCell Corp. *LIFC* 531927101 05/12/2006 1,056 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt
Fund: Principal Variable Contracts Fund, Inc. - SmallCap Value Account Sub-Advisor: Mellon Equity Associates, LLP
Vote Summary Report July 01, 2005 - Dec 31, 2005 Principal Variable Contracts - SmallCap Value Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted ------------------- ------------------------------------- ------------ ------------ --------- ------------ ------------ ---------- ---------------------------------------------------------------------------------------------------------------------------------- 11/11/05 - A Ace Cash Express, Inc. *AACE* 004403101 09/16/05 1,200 1 Elect Directors For For Mgmt 2 Amend Non-Employee Director Omnibus Stock For For Mgmt Plan Plan's cost of 8.76% is within allowable cap of 15.46%. 10/24/05 - A Carpenter Technology Corp. *CRS* 144285103 08/26/05 600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 11/22/05 - A CBRL Group, Inc. *CBRL* 12489V106 09/23/05 1,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 12/06/05 - A Comtech Telecommunications Corp. 205826209 10/07/05 1,250 *CMTL* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For Against Mgmt Fails Mellon calculations. 3 Amend Omnibus Stock Plan For For Mgmt Plan's cost of 15.53% is within allowable cap of 19.98%. 4 Ratify Auditors For For Mgmt 12/02/05 - S CSK Auto Corp. *CAO* 125965103 10/27/05 1,900 1 Increase Authorized Common Stock For For Mgmt Passes Mellon calculations. 11/16/05 - A Elizabeth Arden Inc *RDEN* 28660G106 09/19/05 2,800 1 Elect Directors For For Mgmt 2 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt Executive officers will receive cash. 4 Ratify Auditors For For Mgmt 12/01/05 - A Emulex Corp. *ELX* 292475209 10/10/05 3,900 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 9.29% is within allowable cap of 15.40%. 3 Amend Non-Employee Director Omnibus Stock For For Mgmt Plan Plan's cost of 6.06% is within allowable cap of 15.40%. 4 Ratify Auditors For For Mgmt 10/27/05 - PC Exar Corporation *EXAR* 300645108 09/08/05 1,000 Management Proxy (White Card) 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors Against For ShrHoldr Dissident Proxy (Gold Card) 1 Elect Directors (Opposition Slate) For DoNotVote Mgmt 2 Declassify the Board of Directors For DoNotVote ShrHoldr 10/27/05 - A First Marblehead Corp *FMD* 320771108 09/15/05 1,300 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt Violates repricing guidelines. 10/25/05 - A Kennametal, Inc. *KMT* 489170100 09/06/05 1,300 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt Key employees will receive cash. 3 Ratify Auditors For For Mgmt 10/11/05 - A OM Group, Inc. *OMG* 670872100 08/18/05 1,100 1 Elect Directors For For Mgmt 09/28/05 - A Omnivision Technologies, Inc. 682128103 08/19/05 3,200 *OVTI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 10/28/05 - A Perrigo Co. *PRGO* 714290103 09/02/05 2,500 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt Plan's cost of 10.48% is within allowable cap of 14.55%. 11/18/05 - A The Reader's Digest Association, 755267101 09/21/05 2,800 Inc. *RDA* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 4.37% is within allowable cap of 15.53%. 3 Amend Executive Incentive Bonus Plan For For Mgmt Key Employees will receive cash. 4 Ratify Auditors For For Mgmt 10/31/05 - S Too, Inc. *TOO* 890333107 09/19/05 2,300 1 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 8.83% is within allowable cap of 11.22%. 11/11/05 - A Watson Wyatt Worldwide INC *WW* 942712100 09/28/05 1,700 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt Executive officers will receive cash or common stock. 3 Amend Non-Employee Director Omnibus Stock For For Mgmt Plan Plan's cost of 8.39% is within allowable cap of 12.59%.
First Quarter 2006 - January 1, to March 31, 2006 Vote Summary Report Jan 01, 2006 - Mar 31, 2006 PRINSV - Principal Variable Contracts - Small Cap Value Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted ------------------- --------------------------------------- ------------ ------------ -------- ------------ ----------- ---------- ---------------------------------------------------------------------------------------------------------------------------------- 01/13/06 - A Actuant Corp *ATU* 00508X203 11/18/05 1,000 1 Elect Directors For For Mgmt 2 Amend Non-Employee Director Omnibus Stock For For Mgmt Plan Plan's cost of 5.17% is within allowable cap of 9.90%. 3 Amend Omnibus Stock Plan For For Mgmt Plan's cost of 8.73% is within allowable cap of 9.90%. 02/08/06 - A Atmos Energy Corp. *ATO* 049560105 12/15/05 2,900 1 Elect Directors For For Mgmt 01/27/06 - A BankUnited Financial Corp. *BKUNA* 06652B103 12/09/05 3,700 1 Elect Directors For For Mgmt 03/07/06 - A Cabot Microelectronics Corp. *CCMP* 12709P103 01/17/06 1,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 03/27/06 - A Clarcor, Inc. *CLC* 179895107 01/31/06 2,400 1 Elect Directors For For Mgmt 01/26/06 - A Commercial Metals Co. *CMC* 201723103 11/28/05 1,700 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt Passes Mellon calculations. 3 Eliminate/Adjust Par Value of Common Stock For For Mgmt routine financing 4 Ratify Auditors For For Mgmt 01/18/06 - A Digi International Inc. *DGII* 253798102 11/21/05 7,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 02/02/06 - A ESCO Technologies Inc. *ESE* 296315104 12/07/05 900 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt Covered employees will receive cash. 3 Ratify Auditors For For Mgmt 02/28/06 - A Headwaters Incorporated *HW* 42210P102 01/11/06 1,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 03/08/06 - A Innovative Solutions & Support, Inc. 45769N105 01/19/06 3,100 *ISSC* 1 Elect Directors For For Mgmt 01/30/06 - S Linens 'N' Things, Inc 535679104 12/15/05 1,100 1 Approve Merger Agreement For For Mgmt 2 Adjourn Meeting For Against Mgmt 03/22/06 - A Maximus Inc. *MMS* 577933104 01/20/06 2,500 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt Plan's cost of 13.81% is within allowable cap of 20.05%. 3 Ratify Auditors For For Mgmt 01/11/06 - A MOOG Inc. *MOG.A* 615394202 11/30/05 1,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 01/31/06 - A MTS Systems Corp. *MTSC* 553777103 12/02/05 1,800 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 9.45% is within allowable cap of 19.96%. 02/16/06 - A National Fuel Gas Co. *NFG* 636180101 12/19/05 1,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Non-Employee Director Compensation Against Against ShrHoldr comp in line w/peers - not abusive 01/25/06 - A New Jersey Resources Corp. *NJR* 646025106 12/07/05 1,600 1 Elect Directors For For Mgmt 2 Approve Outside Director Stock Awards For For Mgmt Plan's cost of 4.21% is within allowable cap of 5.19%. 3 Approve Executive Incentive Bonus Plan For For Mgmt Key employees will receive cash or cash equivalents. 4 Ratify Auditors For For Mgmt 03/03/06 - A Piedmont Natural Gas Co., Inc. *PNY* 720186105 01/10/06 2,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For Against Mgmt Fails Mellon calculations. 4 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 3.07% is within allowable cap of 5.00%. 01/25/06 - A Pilgrim's Pride Corp *PPC* 721467108 11/28/05 1,900 1 Elect Directors For For Mgmt 2 Report on Feasibility of Improving Animal Against Against ShrHoldr Welfare Standards 3 Ratify Auditors For For Mgmt 02/03/06 - S Potlatch Corp. *PCH* 737628107 12/30/05 1,300 1 Approve Merger Agreement For For Mgmt 2 Adjourn Meeting For Against Mgmt 02/23/06 - A Quanex Corp. *NX* 747620102 01/05/06 950 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 6.67% is within allowable cap of 13.88%. 3 Approve Omnibus Stock Plan For For Mgmt Key employees will receive performance stock awards and performance units awards. 4 Approve Omnibus Stock Plan For For Mgmt Key executives will receive cash. 02/02/06 - A Ralcorp Holdings, Inc. *RAH* 751028101 11/25/05 1,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 03/16/06 - A Rofin-Sinar Technologies, Inc. *RSTI* 775043102 01/20/06 2,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 03/30/06 - A Skyworks Solutions, Inc. *SWKS* 83088M102 02/01/06 8,100 1 Elect Directors For For Mgmt 2 Authorize Share Repurchase Program For For Mgmt excludes approp ptcp, value for value 3 Amend Omnibus Stock Plan For For Mgmt Plan's cost of 10.92% is within allowable cap of 19.25%. 4 Amend Qualified Employee Stock Purchase Plan For For Mgmt All employees can purchase shares at 85% of F.M.V. 5 Ratify Auditors For For Mgmt 01/12/06 - A Solectron Corp. *SLR* 834182107 11/18/05 13,800 1 Elect Directors For Split Mgmt 1.1 Elect Director William A. Hasler --- Withhold William A. Hasler sits on more than six boards. overboarded, chair of Solectron and sits on 8 boards 1.2 Elect Director Michael R. Cannon --- For 1.3 Elect Director Richard A. D'Amore --- For 1.4 Elect Director H. Paulett Eberhart --- For 1.5 Elect Director Heinz Fridrich --- For 1.6 Elect Director William R. Graber --- For 1.7 Elect Director Dr. Paul R. Low --- For 1.8 Elect Director C. Wesley M. Scott --- For 1.9 Elect Director Cyril Yansouni --- For 2 Approve Reverse Stock Split For For Mgmt Decrease in common stock following reverse stock split. 3 Ratify Auditors For For Mgmt 03/01/06 - A WGL Holdings, Inc. *WGL* 92924F106 01/10/06 2,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against Against ShrHoldr 4 Provide for an Independent Chairman Against Against ShrHoldr company had des.lead director, majority indp board
Second Quarter 2006 - April 1, to June 30, 2006 Vote Summary Report Apr 01, 2006 - Jun 30, 2006 PRINSV - Principal Variable Contracts - Small Cap Value Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted ------------------- --------------------------------------- ------------ ------------ -------- ------------ ----------- ---------- ---------------------------------------------------------------------------------------------------------------------------------- 04/27/06 - A 1st Source Corp. *SRCE* 336901103 02/21/06 2,100 1 Elect Directors For For Mgmt 05/02/06 - A ABM Industries Incorporated *ABM* 000957100 03/21/06 3,500 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 6.36% is within allowable cap of 11.77%. 3 Approve Executive Incentive Bonus Plan For For Mgmt Executive officers will receive cash. 4 Ratify Auditors For For Mgmt 04/27/06 - A AGCO Corp. *AG* 001084102 03/17/06 4,500 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 5.02% is within allowable cap of 10.13%. 05/09/06 - A Allete Inc. *ALE* 018522300 03/10/06 1,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/06 - A American Axle & Manufacturing 024061103 03/01/06 1,100 Holdings, Inc. *AXL* 1 Elect Directors For For Mgmt 05/11/06 - A American Campus Communities, Inc. 024835100 03/24/06 2,500 *ACC* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/08/06 - A American Equity Investment Life 025676206 04/15/06 890 Holding *AEL* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt Passes Mellon calculations. 3 Ratify Auditors For For Mgmt 04/27/06 - A American Physicians Capital, Inc. 028884104 03/10/06 1,000 *ACAP* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/06 - A Anixter International Inc. *AXE* 035290105 03/31/06 1,600 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 9.73% is within allowable cap of 15.92%. 3 Ratify Auditors For For Mgmt 05/11/06 - A Applebees International, Inc. *APPB* 037899101 03/13/06 2,529 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt Senior-level management will receive cash. 3 Ratify Auditors For For Mgmt 4 Report on Progress Made Toward Development Against Against ShrHoldr of New USDA-Approved Method of Poultry Slaughter 05/03/06 - A Arch Capital Group Ltd *ACGL* G0450A105 03/28/06 1,100 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 TO RATIFY THE SELECTION OF For For Mgmt PRICEWATERHOUSECOOPERS LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006. 06/12/06 - A Arena Pharmaceuticals Inc *ARNA* 040047102 04/17/06 100 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 12.53% is within allowable cap of 15.94%. 3 Amend Qualified Employee Stock Purchase For For Mgmt Plan All employees can purchase shares at 85% of F.M.V. 4 Increase Authorized Common Stock For For Mgmt Passes Mellon calculations. 5 Ratify Auditors For For Mgmt 05/25/06 - A Audiovox Corp. *VOXX* 050757103 03/27/06 5,600 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For Against Mgmt Violates repricing guidelines. Plan's cost of 9.45% is within allowable cap of 10.92%. 3 Ratify Auditors For For Mgmt 05/11/06 - A Avista Corporation *AVA* 05379B107 03/10/06 3,600 1 Elect Directors For For Mgmt 2 Approve Reorganization Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/26/06 - A BancorpSouth, Inc. *BXS* 059692103 03/06/06 2,900 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt Executive Officers will receive cash or stock. 3 Ratify Auditors For For Mgmt 05/16/06 - A BankAtlantic Bancorp, Inc. *BBX* 065908501 03/20/06 8,100 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt Key executives will receive cash. 05/04/06 - A Berkshire Hills Bancorp, Inc. *BHLB* 084680107 03/16/06 1,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/19/06 - A BIOMED REALTY TRUST INC *BMR* 09063H107 03/31/06 3,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/24/06 - A Black Hills Corp. *BKH* 092113109 04/05/06 1,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/14/06 - A Blackbaud Inc *BLKB* 09227Q100 04/28/06 3,900 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt Plan's cost of 9.49% is within allowable cap of 14.13%. 3 Ratify Auditors For For Mgmt 04/25/06 - A Blount International, Inc. *BLT* 095180105 02/24/06 4,700 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt Executive officers will receive cash. 3 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 9.14% is within allowable cap of 14.86%. 4 Ratify Auditors For For Mgmt 05/16/06 - A Bluegreen Corp. *BXG* 096231105 03/28/06 3,300 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt Key executives will receive cash. 04/26/06 - A Boston Private Financial Holdings, 101119105 03/06/06 3,600 Inc. *BPFH* 1 Elect Directors For For Mgmt 2 Amend Qualified Employee Stock Purchase For For Mgmt Plan All employees can purchase shares at 85% of F.M.V. 3 Approve Nonqualified Employee Stock For For Mgmt Purchase Plan All employees can purchase shares at 85% of F.M.V. 05/02/06 - A Brandywine Realty Trust *BDN* 105368203 03/23/06 3,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/06 - A Builders Firstsource Inc *BLDR* 12008R107 03/30/06 2,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/02/06 - A Building Material Holding Corp. 120113105 03/08/06 1,500 *BMHC* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/01/06 - A Calamos Asset Mgmt Inc *CLMS* 12811R104 04/21/06 2,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/06 - A Capitol Bancorp Ltd. *CBC* 14056D105 02/27/06 1,000 1 Elect Directors For For Mgmt 04/21/06 - A Cardinal Financial Corp. *CFNL* 14149F109 03/07/06 3,000 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt Plan's cost of 6.46% is within allowable cap of 8.18%. 3 Amend Deferred Compensation Plan For For Mgmt 4 Ratify Auditors For For Mgmt 04/27/06 - A CENTRACORE PROPERTIES TRUST *CPV* 15235H107 03/13/06 1,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/08/06 - A Checkpoint Systems, Inc. *CKP* 162825103 04/19/06 3,600 1 Elect Directors For For Mgmt 04/26/06 - A Chesapeake Corp. *CSK* 165159104 02/24/06 3,550 1 Elect Directors For For Mgmt 05/25/06 - A Chiquita Brands International, Inc. 170032809 04/03/06 6,500 *CQB* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt Plan's cost of 9.12% is within allowable cap of 9.73%. 3 Ratify Auditors For For Mgmt 05/17/06 - A Cimarex Energy Co *XEC* 171798101 03/24/06 3,300 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt tax benefit 3 Ratify Auditors For For Mgmt 04/28/06 - A Cincinnati Bell Inc. *CBB* 171871106 02/28/06 11,900 1 Elect Directors For For Mgmt 1.1 Elect Director Carl Redfield --- For 1.2 Elect Director David Sharrock --- For Disconnect between pay and performance. not warranted 1.3 Elect Director Alex Shumate --- For 2 Ratify Auditors For For Mgmt 04/20/06 - A Citizens Banking Corp. *CBCF* 174420109 02/28/06 1,900 1 Elect Directors For For Mgmt 04/21/06 - A Cleco Corporation *CNL* 12561W105 02/21/06 3,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/06 - A Colonial Properties Trust *CLP* 195872106 03/08/06 2,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/06 - A Columbia Banking System, Inc. *COLB* 197236102 03/01/06 2,700 1 Elect Directors For For Mgmt 2 Amend Qualified Employee Stock Purchase For For Mgmt Plan All employees can purchase shares at 90% of F.M.V. 05/16/06 - A Commercial Vehicle Group, Inc. *CVGI* 202608105 03/31/06 2,200 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt Violates repricing guidelines. Plan's cost of 8.99% is within allowable cap of 14.83%. 3 Ratify Auditors For For Mgmt 05/18/06 - A Community Bancorp *CBON* 20343T100 04/10/06 1,500 1 Elect Directors For For Mgmt 05/16/06 - A CONMED Corp. *CNMD* 207410101 03/31/06 3,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 7.71% is within allowable cap of 12.18%. 05/18/06 - A Corporate Office Properties Trust, 22002T108 03/15/06 1,030 Inc. *OFC* 1 Elect Directors For For Mgmt 04/18/06 - A Corus Bankshares, Inc. *CORS* 220873103 02/21/06 1,050 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For Against Mgmt Fails Mellon calculations. 4 Amend Omnibus Stock Plan For For Mgmt Plan's cost of 5.20% is within allowable cap of 9.07%. 05/17/06 - A CVB Financial Corp. *CVBF* 126600105 03/27/06 3,250 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/06 - A Cymer, Inc. *CYMI* 232572107 03/31/06 1,100 1 Elect Directors For For Mgmt 2 Amend Qualified Employee Stock Purchase For For Mgmt Plan All employees can purchase shares at 95% of F.M.V. 3 Ratify Auditors For For Mgmt 05/03/06 - A Delphi Financial Group, Inc. *DFG* 247131105 03/31/06 1,200 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt Plan's cost of 25.03% exceeds allowable cap of 9.79%. 3 Other Business For Against Mgmt 04/11/06 - S Eagle Materials Inc. *EXP* 26969P108 03/08/06 2,250 1 Amend Articles to Reclassify Common and For For Mgmt Class B Common Stock simplify structure 06/07/06 - A Edge Petroleum Corp. *EPEX* 279862106 04/13/06 100 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt Plan's cost of 8.63% is within allowable cap of 10.86%. 3 Ratify Auditors For For Mgmt 05/18/06 - A Efunds Corporation *EFD* 28224R101 03/31/06 2,700 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt Participants will receive cash or stock. 3 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 14.41% is within allowable cap of 20.03%. 4 Ratify Auditors For For Mgmt 05/03/06 - A El Paso Electric Co. *EE* 283677854 03/06/06 3,400 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For Against Mgmt Plan's cost of 6.15% exceeds allowable cap of 5.00%. 3 Ratify Auditors For For Mgmt 05/25/06 - A EMC Insurance Group, Inc. *EMCI* 268664109 03/27/06 2,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/04/06 - A Energy Partners, Ltd *EPL* 29270U105 03/08/06 1,800 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt Passes Mellon calculations. 3 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 9.64% is within allowable cap of 10.00%. 4 Ratify Auditors For For Mgmt 04/28/06 - A EnPro Industries, Inc. *NPO* 29355X107 03/01/06 3,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/14/06 - A Entegris, Inc *ENTG* 29362U104 04/28/06 6,200 1 Elect Directors For For Mgmt 05/25/06 - A Entravision Communication *EVC* 29382R107 04/06/06 900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/06 - A Equity One, Inc. *EQY* 294752100 03/24/06 5,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/16/06 - A Felcor Lodging Trust Incorporated 31430F101 03/21/06 3,500 *FCH* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/15/06 - A FileNet Corp. *FILE* 316869106 04/19/06 2,685 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt Plan's cost of 14.41% is within allowable cap of 20.05%. 3 Ratify Auditors For For Mgmt 05/11/06 - A First Advantage Corp. *FADV* 31845F100 03/31/06 3,936 1 Elect Directors For For Mgmt 04/26/06 - A First Charter Corp. *FCTR* 319439105 03/08/06 2,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/24/06 - A First Citizens Bancshares, Inc. 31946M103 03/06/06 700 *FCNCA* 1 Elect Directors For For Mgmt 1.1 Elect Director J.M. Alexander, Jr. --- For 1.2 Elect Director C. Holding Ames --- For 1.3 Elect Director V.E. Bell III --- For 1.4 Elect Director G.H. Broadrick --- For 1.5 Elect Director H. Holding Connell --- For 1.6 Elect Director H.M. Craig III --- For 1.7 Elect Director H. Lee Durham, Jr. --- For 1.8 Elect Director L.M. Fetterman --- For 1.9 Elect Director F.B. Holding --- For 1.10 Elect Director F.B. Holding, Jr. --- For 1.11 Elect Director L.R. Holding --- For 1.12 Elect Director C.B.C. Holt --- For 1.13 Elect Director J.B. Hyler, Jr. --- For 1.14 Elect Director F.R. Jones --- For 1.15 Elect Director L.S. Jones --- For 1.16 Elect Director J.T. Maloney, Jr. --- For 1.17 Elect Director R.T. Newcomb --- For Robert T. Newcomb attended fewer than 75% of meetings. no previous attendance issue 1.18 Elect Director L.T. Nunnelee Ii --- For 1.19 Elect Director C. Ronald Scheeler --- For 1.20 Elect Director R.K. Shelton --- For 1.21 Elect Director R.C. Soles, Jr. --- For 1.22 Elect Director D.L. Ward, Jr. --- For 04/19/06 - A First Community Bancorp *FCBP* 31983B101 03/10/06 1,500 1 Approve Merger Agreement For For Mgmt 2 Elect Directors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt Passes Mellon calculations. 4 Amend Omnibus Stock Plan For For Mgmt Plan's cost of 7.37% is within allowable cap of 8.33%. 5 Adjourn Meeting For Against Mgmt 6 Other Business For Against Mgmt 05/17/06 - A First Midwest Bancorp, Inc. *FMBI* 320867104 03/24/06 1,300 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt tax benefit 05/16/06 - A First Niagara Financial Group, Inc. 33582V108 03/20/06 7,400 *FNFG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/26/06 - A First Potomac Realty Trust *FPO* 33610F109 03/13/06 3,000 1 Elect Directors For For Mgmt 05/10/06 - A First Republic Bank (San Francisco) 336158100 03/31/06 3,100 *FRC* 1 Elect Directors For For Mgmt 2 Amend Restricted Stock Plan For Against Mgmt Plan's cost of 11.79% exceeds allowable cap of 9.15%. 3 Ratify Auditors For For Mgmt 04/26/06 - A FirstFed Financial Corp. *FED* 337907109 03/03/06 1,200 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director Restricted For Against Mgmt Stock Plan Plan's cost of 9.29% exceeds allowable cap of 9.02% 3 Ratify Auditors For For Mgmt 05/03/06 - A Franklin Bank Corp. *FBTX* 352451108 03/20/06 3,800 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 8.72% is within allowable cap of 18.18%. 3 Ratify Auditors For For Mgmt 05/18/06 - A Fremont General Corp. *FMT* 357288109 04/06/06 2,700 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 11.95% is within allowable cap of 13.01%. 3 Ratify Auditors For For Mgmt 04/26/06 - A Frontier Oil Corp. *FTO* 35914P105 03/07/06 800 1 Elect Directors For For Mgmt 1.1 Elect Director James R. Gibbs --- For 1.2 Elect Director Douglas Y. Bech --- For 1.3 Elect Director G. Clyde Buck --- For 1.4 Elect Director T. Michael Dossey --- For 1.5 Elect Director James H. Lee --- For 1.6 Elect Director Paul B. Loyd, Jr. --- For Paul B. Loyd, Jr. attended fewer than 75% of meetings. no previous attendance issue 1.7 Elect Director Michael E. Rose --- For 2 Amend Omnibus Stock Plan For For Mgmt Plan's cost of 7.40% is within allowable cap of 8.11%. 3 Ratify Auditors For For Mgmt 06/09/06 - S Frontier Oil Corp. *FTO* 35914P105 05/11/06 700 1 Increase Authorized Common Stock For For Mgmt Passes Mellon calculations. 06/27/06 - A GameStop Corp. *GME* 36467W208 05/05/06 528 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt Executive officers will receive cash. 3 Ratify Auditors For For Mgmt 05/02/06 - A Gardner Denver, Inc. *GDI* 365558105 03/03/06 2,150 1 Elect Directors For For Mgmt 2 Approve Increase in Common Stock and a For For Mgmt Stock Split Passes Mellon calculation. 05/31/06 - A Genesee & Wyoming Inc. *GWR* 371559105 04/03/06 2,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/16/06 - A Georgia Gulf Corp. *GGC* 373200203 03/29/06 1,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/21/06 - A Graco Inc. *GGG* 384109104 02/22/06 300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt Plan's cost of 9.35% is within allowable cap of 9.60%. 4 Approve Qualified Employee Stock Purchase For For Mgmt Plan All employees can purchase shares at 85% of F.M.V. 05/10/06 - A Gray Television, Inc. *GTN.A* 389375106 03/31/06 5,250 1 Elect Directors For For Mgmt 05/18/06 - A Great American Financial Resources, 389915109 03/31/06 1,750 Inc *GFR* 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director Omnibus For For Mgmt Stock Plan Plan's cost of 8.41% is within allowable cap of 8.83%. 3 Ratify Auditors For For Mgmt 05/02/06 - A Great Plains Energy, Inc. *GXP* 391164100 02/24/06 2,600 1 Elect Directors For For Mgmt 1.1 Elect Director D.L. Bodde --- For 1.2 Elect Director M.J. Chesser --- For 1.3 Elect Director W.H. Downey --- For 1.4 Elect Director M.A. Ernst --- For Mark A. Ernst attended fewer than 75% of meetings. no previous attendance issue 1.5 Elect Director R.C. Ferguson, Jr. --- For 1.6 Elect Director W.K. Hall --- For 1.7 Elect Director L.A. Jimenez --- For 1.8 Elect Director J.A. Mitchell --- For 1.9 Elect Director W.C. Nelson --- For 1.10 Elect Director L.H. Talbott --- For 1.11 Elect Director R.H. West --- For 2 Ratify Auditors For For Mgmt 05/30/06 - A Greater Bay Bancorp *GBBK* 391648102 04/11/06 4,400 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 8.82% is within allowable cap of 9.15%. 4 Ratify Auditors For For Mgmt 5 Amend Articles/Bylaws/Charter to Remove Against For ShrHoldr Antitakeover Provisions 04/06/06 - A H.B. Fuller Co. *FUL* 359694106 02/17/06 2,900 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt Plan's cost of 8.38% is within allowable cap of 9.66%. 3 Ratify Auditors For For Mgmt 05/04/06 - A Health Care REIT, Inc. *HCN* 42217K106 03/10/06 2,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/23/06 - A Healthcare Services Group, Inc. 421906108 04/03/06 6,220 *HCSG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/08/06 - A HealthTronics Inc. *HTRN* 42222L107 04/27/06 13,600 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt Plan's cost of 9.28% is within allowable cap of 14.38%. 05/23/06 - A Highland Hospitality Corp *HIH* 430141101 03/31/06 10,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt Plan's cost of 6.46% is within allowable cap of 17.68%. 06/13/06 - A Intergraph Corp. *INGR* 458683109 04/17/06 3,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/06/06 - A Irwin Financial Corp. *IFC* 464119106 02/17/06 3,400 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt Key employees will receive performance units payable in cash. 3 Amend Executive Incentive Bonus Plan For For Mgmt Key employees will receive performance units payable in cash. 4 Amend Executive Incentive Bonus Plan For For Mgmt Key employees will receive performance units payable in cash. 05/22/06 - A Jefferies Group, Inc *JEF* 472319102 04/03/06 1,850 1 Elect Directors For For Mgmt 04/27/06 - A Journal Communications, Inc. *JRN* 481130102 02/27/06 7,300 1 Elect Directors For For Mgmt 2 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt eliminates timeframe for sale/conversion - no impairment to shareholders 05/17/06 - A K-Swiss, Inc. *KSWS* 482686102 03/20/06 1,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/06 - A K2 Inc. *KTO* 482732104 03/24/06 4,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 9.64% is within allowable cap of 11.15%. 05/25/06 - A Kadant Inc *KAI* 48282T104 04/10/06 1,700 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 11.71% is within allowable cap of 12.17%. 05/25/06 - A Kindred Healthcare, Inc. *KND* 494580103 03/29/06 4,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Company-Specific -- Arrange for the Against Against ShrHoldr Spin-off of Kindred's Pharmacy Division 05/04/06 - A Kite Realty Group Trust *KRG* 49803T102 03/09/06 5,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/04/06 - A KNBT Bancorp, Inc. *KNBT* 482921103 03/17/06 3,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/24/06 - A Komag, Inc. *KOMG* 500453204 03/29/06 1,400 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt Plan's cost of 16.13% is within allowable cap of 20.09%. 3 Increase Authorized Common Stock For For Mgmt Passes Mellon calculations. 4 Ratify Auditors For For Mgmt 05/16/06 - A LandAmerica Financial Group, Inc. 514936103 03/30/06 1,200 *LFG* 1 Elect Directors For For Mgmt 2 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt shareholders best interest 3 Amend Director and Officer For For Mgmt Indemnification/Liability Provisions 4 Ratify Auditors For For Mgmt 04/17/06 - A Lawson Software, Inc. *LWSN* 520780107 02/28/06 7,600 1 Approve Formation of Holding Company For For Mgmt does not adversely affect shareholders 2 Issue Shares in Connection with an For For Mgmt Acquisition 3 Elect Directors For For Mgmt 4 Ratify Auditors For For Mgmt 05/18/06 - A Leap Wireless International, Inc. 521863308 03/23/06 1,800 *LEAP* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/23/06 - A Lexington Corporate Properties Trust 529043101 03/24/06 5,830 *LXP* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt 05/02/06 - A LIN TV Corp. *TVL* 532774106 03/27/06 3,900 1 Elect Directors For For Mgmt 2 Amend Non-Employee Director Omnibus Stock For For Mgmt Plan administrative, reduce grants 3 Ratify Auditors For For Mgmt 06/28/06 - A Lone Star Steakhouse & Saloon, Inc. 542307103 05/16/06 4,300 *STAR* 1 Elect Directors For For Mgmt 1.1 Elect Director Thomas C. Lasorda --- For Thomas C. Lasorda attended fewer than 75% of meetings. no previous attendance issue 1.2 Elect Director Clark R. Mandigo --- For 1.3 Elect Director John D. White --- For 2 Ratify Auditors For For Mgmt 04/24/06 - A Lone Star Technologies, Inc. *LSS* 542312103 03/06/06 1,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/23/06 - A Longs Drug Stores Corp. *LDG* 543162101 03/10/06 1,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt 05/16/06 - A Magellan Health Services, Inc. *MGLN* 559079207 03/27/06 1,600 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 11.25% is within allowable cap of 11.60%. 3 Approve Non-Employee Director Omnibus For For Mgmt Stock Plan Plan's cost of 8.65% is within allowable cap of 11.60%. 4 Approve Qualified Employee Stock Purchase For For Mgmt Plan All employees can purchase shares at 95% of F.M.V. 5 Ratify Auditors For For Mgmt 04/26/06 - A MainSource Financial Group, Inc. 56062Y102 03/15/06 2,100 *MSFG* 1 Elect Directors For For Mgmt 05/04/06 - A Marvel Entertainment, Inc. *MVL* 57383T103 03/13/06 3,450 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/21/06 - A Mattson Technology, Inc. *MTSN* 577223100 05/17/06 2,630 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/09/06 - A MGI Pharma, Inc. *MOGN* 552880106 03/13/06 2,200 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt Plan's cost of 15.22% is within allowable cap of 16.24%. 3 Ratify Auditors For For Mgmt 05/03/06 - A Midwest Banc Holdings, Inc. *MBHI* 598251106 03/17/06 1,037 1 Elect Directors For Split Mgmt 1.1 Elect Director Barry I. Forrester, Cfa --- For 1.2 Elect Director Robert J. Genetski, Phd --- For 1.3 Elect Director James J. Giancola --- For 1.4 Elect Director Gerald F. Hartley, Cpa --- For 1.5 Elect Director Homer J. Livingston, Jr --- For 1.6 Elect Director Angelo Dipaolo --- For 1.7 Elect Director Joseph Rizza --- Withhold Joseph Rizza attended fewer than 75% of meetings. previous year attendance issue (56% & 62%) 1.8 Elect Director E.V. Silveri --- For 1.9 Elect Director Msgr. Kenneth Velo --- For 1.10 Elect Director Leon Wolln --- For 2 Amend Omnibus Stock Plan For Against Mgmt Plan's cost of 11.28% exceeds allowable cap of 8.76%. 3 Increase Authorized Common Stock For For Mgmt Passes Mellon calculations. 4 Ratify Auditors For For Mgmt 05/23/06 - A Monarch Casino & Resort, Inc. *MCRI* 609027107 04/06/06 2,500 1 Elect Directors For For Mgmt 2 Other Business For Against Mgmt 05/18/06 - A MPS GROUP INC *MPS* 553409103 03/31/06 6,950 1 Elect Directors For For Mgmt 2 Amend Qualified Employee Stock Purchase For For Mgmt Plan All employees can purchase shares at 95% of F.M.V. 05/04/06 - A Mueller Industries, Inc. *MLI* 624756102 03/06/06 1,900 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt Plan's cost of 1.98% is within allowable cap of 11.81%. 3 Ratify Auditors For For Mgmt 05/16/06 - A Nash Finch Co. *NAFC* 631158102 03/17/06 3,860 1 Elect Directors For For Mgmt 05/16/06 - A NCO Group, Inc. *NCOG* 628858102 04/05/06 3,030 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/23/06 - A Netgear Inc *NTGR* 64111Q104 04/11/06 3,000 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 13.78% is within allowable cap of 14.28%. 3 Ratify Auditors For For Mgmt 04/11/06 - A Newalliance Bancshares, Inc. *NAL* 650203102 03/03/06 4,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt 05/18/06 - A NEWCASTLE INVT CORP *NCT* 65105M108 04/11/06 2,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/06 - A Northwest Natural Gas Co. *NWN* 667655104 04/06/06 1,400 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt tax benefit 3 Amend Qualified Employee Stock Purchase For For Mgmt Plan All employees can purchase shares at 85% of F.M.V. 4 Company Specific --Restated Articles of For For Mgmt Incorporation 5 Company Specific --Amendment to Article IV For For Mgmt of the Restated Articles of Incorporation improvement in CG 6 Ratify Auditors For For Mgmt 04/28/06 - A Odyssey Re Holdings Corp. *ORH* 67612W108 03/01/06 3,600 1 Elect Directors For Split Mgmt 1.1 Elect Director V. Prem Watsa --- For 1.2 Elect Director James F. Dowd --- For 1.3 Elect Director Andrew A. Barnard --- For 1.4 Elect Director Frank B. Bennett --- For 1.5 Elect Director Peter M. Bennett --- For 1.6 Elect Director Anthony F. Griffiths --- Withhold Anthony F. Griffiths sits on more than six boards. overboarded, 9 1.7 Elect Director Samuel A. Mitchell --- For 1.8 Elect Director Brandon W. Sweitzer --- For 1.9 Elect Director Paul M. Wolff --- For 2 Amend Executive Incentive Bonus Plan For For Mgmt Key employees will receive cash. 05/17/06 - A Ohio Casualty Corp. *OCAS* 677240103 03/15/06 4,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/06 - A Omega Healthcare Investors, Inc. 681936100 04/21/06 4,500 *OHI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/06 - A Orbital Sciences Corp. *ORB* 685564106 03/08/06 6,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/02/06 - A Pacer International, Inc. *PACR* 69373H106 03/10/06 3,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/04/06 - A Parkway Properties, Inc. *PKY* 70159Q104 03/21/06 2,100 1 Elect Directors For For Mgmt 2 Approve Nonqualified Employee Stock For For Mgmt Purchase Plan All employees can purchase shares at 90% of F.M.V. 3 Ratify Auditors For For Mgmt 4 Other Business For Against Mgmt 05/25/06 - A Payless Shoesource, Inc. *PSS* 704379106 04/03/06 4,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 7.62% is within allowable cap of 9.77%. 4 Amend Non-Employee Director Restricted For For Mgmt Stock Plan Plan's cost of 4.98% is within allowable cap of 9.77%. 05/04/06 - A Pediatrix Medical Group, Inc. *PDX* 705324101 03/15/06 500 1 Elect Directors For For Mgmt 06/01/06 - A Pennsylvania Real Estate Investment 709102107 04/07/06 3,400 Trust *PEI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/16/06 - A Performance Food Group Co. *PFGC* 713755106 03/20/06 1,100 1 Elect Directors For For Mgmt 05/10/06 - A Perot Systems Corp. *PER* 714265105 03/13/06 3,700 1 Elect Directors For Split Mgmt 1.1 Elect Director Ross Perot --- Against Ross Perot attended fewer than 75% of meetings. No previous attendance issue 1.2 Elect Director Ross Perot, Jr. --- For 1.3 Elect Director Peter A. Altabef --- For 1.4 Elect Director Steven Blasnik --- For 1.5 Elect Director John S.T. Gallagher --- For 1.6 Elect Director Carl Hahn --- For 1.7 Elect Director Desoto Jordan --- For 1.8 Elect Director Thomas Meurer --- For 1.9 Elect Director Cecil H. Moore, Jr. --- For 1.10 Elect Director Anthony J. Principi --- For 1.11 Elect Director Anuroop (tony) Singh --- For 2 Approve Non-Employee Director Stock Option For Against Mgmt Plan Plan's cost of 25.02% exceeds allowable cap of 20.05%. 3 Ratify Auditors For For Mgmt 04/27/06 - A Phoenix Companies, Inc. *PNX* 71902E109 02/28/06 3,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/25/06 - A PLATINUM UNDERWRITERS HOLDINGS LTD G7127P100 03/10/06 4,400 *PTP* Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 TO CONSIDER AND TAKE ACTION ON A PROPOSAL For For Mgmt TO AMEND THE BYE-LAWS OF THE COMPANY BY REMOVING BYE-LAW 51(4), WHICH WOULD LIMIT THE VOTING RIGHTS OF THE COMPANY S 6% SERIES A MANDATORY CONVERTIBLE PREFERRED SHARES. 3 TO CONSIDER AND TAKE ACTION ON A PROPOSAL For For Mgmt TO APPROVE THE 2006 SHARE INCENTIVE PLAN. 4 TO CONSIDER AND TAKE ACTION UPON A For For Mgmt PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2006 FISCAL YEAR. 04/25/06 - A Pogo Producing Co. *PPP* 730448107 03/10/06 1,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/06 - A Polycom, Inc. *PLCM* 73172K104 04/05/06 4,500 1 Elect Directors For For Mgmt 1.1 Elect Director Robert C. Hagerty --- For 1.2 Elect Director Michael R. Kourey --- For 1.3 Elect Director Betsy S. Atkins --- For 1.4 Elect Director John Seely Brown --- For John Seely Brown attended fewer than 75% of meetings. No previous attendance issue 1.5 Elect Director David G. DeWalt --- For 1.6 Elect Director Durk I. Jager --- For 1.7 Elect Director John A. Kelley, Jr. --- For 1.8 Elect Director Stanley J. Meresman --- For 1.9 Elect Director William A. Owens --- For 1.10 Elect Director Kevin T. Parker --- For 1.11 Elect Director Thomas G. Stemberg --- For 2 Ratify Auditors For For Mgmt 05/08/06 - A Potlatch Corp. *PCH* 737630103 04/03/06 1,436 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/12/06 - A PRA International Inc *PRAI* 69353C101 04/14/06 2,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Qualified Employee Stock Purchase For For Mgmt Plan All employees can purchase shares at 90% of F.M.V. 05/03/06 - A PREMIERE GLOBAL SVCS INC *PGI* 740585104 03/01/06 5,300 1 Elect Directors For For Mgmt 05/17/06 - A Provident Bankshares Corp. *PBKS* 743859100 04/03/06 878 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/06 - A Provident Financial Services, Inc. 74386T105 03/03/06 6,500 *PFS* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/03/06 - A SCOTTISH RE GROUP LTD *SCT* G7885T104 03/08/06 4,200 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 RATIFICATION OF ERNST & YOUNG LLP AS For For Mgmt INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 05/19/06 - A Seattle Genetics, Inc. *SGEN* 812578102 03/21/06 3,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Issuance of Warrants/Convertible For For Mgmt Debentures fair terms 06/07/06 - A Silgan Holdings Inc. *SLGN* 827048109 04/17/06 1,900 1 Elect Directors For For Mgmt 2 Approve Increase in Size of Board For For Mgmt Increases size of board from six members to seven members. reasonable 3 Amend Executive Incentive Bonus Plan For For Mgmt CEO will receive cash. 4 Ratify Auditors For For Mgmt 05/23/06 - A Silicon Image, Inc. *SIMG* 82705T102 03/31/06 5,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/11/06 - A Simmons First National Corp. *SFNC* 828730200 02/03/06 800 1 Fix Number of Directors For For Mgmt Fixes size of board at seven members. 2 Elect Directors For For Mgmt 3 Approve Nonqualified Employee Stock For For Mgmt Purchase Plan All employees can purchase shares at 95% of F.M.V. 4 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 3.89% is within allowable cap of 9.02%. 5 Approve Non-Employee Director Stock Option For For Mgmt Plan Plan's cost of 2.51% is within allowable cap of 9.02%. 04/20/06 - A Sonic Automotive, Inc. *SAH* 83545G102 02/22/06 5,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/23/06 - A SpectraLink Corp. *SLNK* 847580107 03/27/06 3,600 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 12.27% is within allowable cap of 19.38%. 3 Approve Qualified Employee Stock Purchase For For Mgmt Plan All employees can purchase shares at 85% of F.M.V. 4 Ratify Auditors For For Mgmt 05/16/06 - A Spherion Corp. *SFN* 848420105 03/24/06 5,400 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 9.53% is within allowable cap of 12.73%. 3 Ratify Auditors For For Mgmt 05/31/06 - A StarTek, Inc. *SRT* 85569C107 04/07/06 3,900 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt Plan's cost of 3.78% is within allowable cap of 19.98%. 06/06/06 - A Stein Mart, Inc. *SMRT* 858375108 03/31/06 2,400 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt tax benefit 3 Approve Qualified Employee Stock Purchase For For Mgmt Plan All employees can purchase shares at 85% of F.M.V. 4 Approve Executive Incentive Bonus Plan For For Mgmt Executive officers will receive cash or stock. 04/24/06 - A Sterling Bancshares, Inc. /TX *SBIB* 858907108 02/24/06 7,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/06 - A Stone Energy Corp. *SGY* 861642106 03/22/06 800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/09/06 - A Swift Energy Co. *SFY* 870738101 03/22/06 1,200 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt Plan's cost of 8.90% is within allowable cap of 8.98%. 3 Ratify Auditors For For Mgmt 06/15/06 - A Taylor Capital Group, Inc. *TAYC* 876851106 04/27/06 1,100 1 Elect Directors For For Mgmt 1.1 Elect Director Jeffrey W. Taylor --- For 1.2 Elect Director Bruce W. Taylor --- For Bruce W. Taylor attended fewer than 75% of meetings. no previous attendance issue 1.3 Elect Director Ronald Bliwas --- For 1.4 Elect Director Ronald D. Emanuel --- For 1.5 Elect Director Edward Mcgowan --- For 1.6 Elect Director Louise O'Sullivan --- For 1.7 Elect Director Melvin E. Pearl --- For 1.8 Elect Director Shepherd G. Pryor, Iv --- For 1.9 Elect Director Richard W. Tinberg --- For 1.10 Elect Director Mark L. Yeager --- For 04/26/06 - A Teledyne Technologies, Inc. *TDY* 879360105 03/06/06 2,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/02/06 - A Terra Industries Inc. *TRA* 880915103 03/01/06 12,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/06 - A The Cato Corporation *CTR* 149205106 03/28/06 3,500 1 Elect Directors For For Mgmt 1.1 Elect Director John P.D. Cato --- For 1.2 Elect Director William H. Grigg --- For William H. Grigg attended fewer than 75% of meetings. No previous attendance issue 1.3 Elect Director James H. Shaw --- For 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt 04/28/06 - A The Houston Exploration Co. *THX* 442120101 03/09/06 1,270 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/09/06 - A TODCO *THE* 88889T107 03/17/06 1,700 1 Elect Directors For For Mgmt 2 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt 3 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt 4 Company-Specific--Eliminate Supermajority For For Mgmt Voting Requirements 5 Company-Specific--Eliminate Supermajority For For Mgmt Voting Requirements 6 Eliminate Class of Common Stock For For Mgmt 7 Company Specific-Permit Issuance of Stock For For Mgmt Dividends 8 Company Specific-Authority to Amend and For For Mgmt Restate the Charter 05/16/06 - A TRW Automotive Holdings Corp *TRW* 87264S106 03/20/06 3,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/22/06 - A TTM Technologies, Inc. *TTMI* 87305R109 04/24/06 5,600 1 Elect Director John G. Mayer For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 17.47% is within allowable cap of 19.98%. 04/18/06 - A Union Bankshares Corp. *UBSH* 905399101 02/24/06 1,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/06 - A United Community Banks, Inc. *UCBI* 90984P105 03/08/06 2,400 1 Elect Directors For For Mgmt 2 Approve Qualified Employee Stock Purchase For For Mgmt Plan All employees can purchase shares at 95% of F.M.V. 05/10/06 - A United Stationers Inc. *USTR* 913004107 03/13/06 1,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt Plan's cost of 9.13% is within allowable cap of 11.39%. 04/19/06 - A Universal Compression Holdings, Inc. 913431102 03/06/06 1,350 *UCO* 1 Elect Directors For For Mgmt 2 Amend Qualified Employee Stock Purchase For For Mgmt Plan All employees can purchase shares at 85% of F.M.V. 3 Ratify Auditors For For Mgmt 05/25/06 - A URS Corp. *URS* 903236107 04/07/06 2,400 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt tax benefit 3 Require a Majority Vote for the Election Against For ShrHoldr of Directors more meaningful director elections 05/10/06 - A USG Corp. *USG* 903293405 03/15/06 900 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt Officers will receive cash. 3 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 7.81% is within allowable cap of 8.63%. 4 Ratify Auditors For For Mgmt 05/11/06 - A Vertex Pharmaceuticals Inc. *VRTX* 92532F100 03/14/06 2,700 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt Plan's cost of 11.36% is within allowable cap of 12.12%. 04/06/06 - A Volt Information Sciences, Inc. *VOL* 928703107 02/22/06 400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/06 - A Wabash National Corp. *WNC* 929566107 04/03/06 2,400 1 Elect Directors For For Mgmt 05/19/06 - A Washington Group International Inc 938862208 03/31/06 1,700 *WGII* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/04/06 - A Watts Water Technologies *WTS* 942749102 03/21/06 1,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/20/06 - A Wausau Paper Corp *WPP* 943315101 02/16/06 6,000 1 Elect Directors For For Mgmt 05/17/06 - A WCI Communities Inc *WCI* 92923C104 03/20/06 2,100 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt Executive officers will receive cash. 3 Amend Non-Employee Director Omnibus Stock For For Mgmt Plan Plan's cost of 7.91% is within allowable cap of 10.85%. 04/26/06 - A Whitney Holding Corp. *WTNY* 966612103 03/06/06 2,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/05/06 - A Winston Hotels, Inc. *WXH* 97563A102 03/10/06 6,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/20/06 - A Wolverine World Wide, Inc. *WWW* 978097103 03/01/06 2,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt
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) Principal Variable Contracts Fund, Inc. ------------------------------------------------------------------- By (Signature and Title) /s/ Ralph C. Eucher ------------------------------------------------------- Ralph C. Eucher President and Chief Executive Officer Date August 15, 2006 ---------------------------------------------------------------------------