UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM N-PX

               ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
                          MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-8861
                                  ----------------------------------------------

                            Morgan Stanley Value Fund
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               (Exact name of registrant as specified in charter)

1221 Avenue of the Americas, New York, New York                          10020
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   (Address of principal executive offices)                           (Zip code)

                               Amy Doberman, Esq.

                                Managing Director

                     Morgan Stanley Investment Advisors Inc.

                           1221 Avenue of the Americas

                            New York, New York 10020
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                     (Name and address of agent for service)

Registrant's telephone number, including area code: 800-869-6397
                                                   -----------------------------

Date of fiscal year end: 9/30
                        -----------------------

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




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

ICA File Number: 811-08861
Reporting Period: 07/01/2005 - 06/30/2006
Morgan Stanley Value Fund









========================== MORGAN STANLEY VALUE FUND ===========================


AFFILIATED COMPUTER SERVICES, INC.

Ticker:       ACS            Security ID:  008190100
Meeting Date: OCT 27, 2005   Meeting Type: Annual
Record Date:  SEP 9, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Darwin Deason              For       For        Management
1.2   Elect Director Mark A. King               For       For        Management
1.3   Elect Director Lynn R. Blodgett           For       For        Management
1.4   Elect Director Joseph P. O'Neill          For       For        Management
1.5   Elect Director Frank A. Rossi             For       For        Management
1.6   Elect Director J. Livingston Kosberg      For       For        Management
1.7   Elect Director Dennis McCuistion          For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Approve Recapitalization                  For       For        Shareholder


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AFLAC INCORPORATED

Ticker:       AFL            Security ID:  001055102
Meeting Date: MAY 1, 2006    Meeting Type: Annual
Record Date:  FEB 22, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Daniel P. Amos             For       For        Management
1.2   Elect Director John Shelby Amos, II       For       For        Management
1.3   Elect Director Michael H. Armacost        For       Withhold   Management
1.4   Elect Director Kriss Cloninger, III       For       For        Management
1.5   Elect Director Joe Frank Harris           For       For        Management
1.6   Elect Director Elizabeth J. Hudson        For       For        Management
1.7   Elect Director Kenneth S. Janke Sr.       For       For        Management
1.8   Elect Director Douglas W. Johnson         For       For        Management
1.9   Elect Director Robert B. Johnson          For       For        Management
1.10  Elect Director Charles B. Knapp           For       For        Management
1.11  Elect Director Hidefumi Matsui            For       For        Management
1.12  Elect Director E. Stephen Purdom, M.D.    For       For        Management
1.13  Elect Director Barbara K. Rimer, Dr. Ph   For       For        Management
1.14  Elect Director Marvin R. Schuster         For       For        Management
1.15  Elect Director David Gary Thompson        For       For        Management
1.16  Elect Director Tohru Tonoike              For       For        Management
1.17  Elect Director Robert L. Wright           For       For        Management
2     Ratify Auditors                           For       For        Management


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ALCOA INC.

Ticker:       AA             Security ID:  013817101
Meeting Date: APR 21, 2006   Meeting Type: Annual
Record Date:  JAN 23, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Kathryn S. Fuller          For       For        Management
1.2   Elect Director Judith M. Gueron           For       For        Management
1.3   Elect Director Ernesto Zedillo            For       For        Management
2     Ratify Auditors                           For       For        Management


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ALTRIA GROUP, INC.

Ticker:       MO             Security ID:  02209S103
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  MAR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Elizabeth E. Bailey        For       For        Management
1.2   Elect Director Harold Brown               For       For        Management
1.3   Elect Director Mathis Cabiallavetta       For       For        Management
1.4   Elect Director Louis C. Camilleri         For       For        Management
1.5   Elect Director J. Dudley Fishburn         For       For        Management
1.6   Elect Director Robert E. R. Huntley       For       For        Management
1.7   Elect Director Thomas W. Jones            For       For        Management
1.8   Elect Director George Munoz               For       For        Management
1.9   Elect Director Lucio A. Noto              For       For        Management
1.10  Elect Director John S. Reed               For       For        Management
1.11  Elect Director Stephen M. Wolf            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Separate Chairman and CEO Positions       Against   Against    Shareholder
4     Adopt ILO Standards                       Against   Against    Shareholder
5     Inform African Americans of Health Risks  Against   Against    Shareholder
      Associated with Menthol Cigarettes
6     Establish Fire Safety Standards for       Against   Against    Shareholder
      Cigarettes
7     Adopt Animal Welfare Policy               Against   Against    Shareholder
8     Support Legislation to Reduce Smoking     Against   Against    Shareholder
9     Provide Information on Second Hand Smoke  Against   Against    Shareholder


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AMBAC FINANCIAL GROUP, INC.

Ticker:       ABK            Security ID:  023139108
Meeting Date: MAY 2, 2006    Meeting Type: Annual
Record Date:  MAR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Phillip B. Lassiter        For       For        Management
1.2   Elect Director Michael A. Callen          For       For        Management
1.3   Elect Director Jill M. Considine          For       For        Management
1.4   Elect Director Robert J. Genader          For       For        Management
1.5   Elect Director W. Grant Gregory           For       For        Management
1.6   Elect Director Thomas C. Theobald         For       For        Management
1.7   Elect Director Laura S. Unger             For       For        Management
1.8   Elect Director Henry D.G. Wallace         For       For        Management
2     Ratify Auditors                           For       For        Management


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AMDOCS LIMITED

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

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


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AMERICAN ELECTRIC POWER CO.

Ticker:       AEP            Security ID:  025537101
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  MAR 2, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director E.R. Brooks                For       For        Management
1.2   Elect Director D.M. Carlton               For       For        Management
1.3   Elect Director R.D. Crosby, Jr.           For       For        Management
1.4   Elect Director J.P. Desbarres             For       For        Management
1.5   Elect Director R.W. Fri                   For       For        Management
1.6   Elect Director L.A. Goodspeed             For       For        Management
1.7   Elect Director W.R. Howell                For       For        Management
1.8   Elect Director L.A. Hudson                For       For        Management
1.9   Elect Director M.G. Morris                For       For        Management
1.10  Elect Director L.L. Nowell III            For       For        Management
1.11  Elect Director R.L. Sandor                For       For        Management
1.12  Elect Director D.G. Smith                 For       For        Management
1.13  Elect Director K.D. Sullivan              For       For        Management
2     Ratify Auditors                           For       For        Management


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AMERICAN INTERNATIONAL GROUP, INC.

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

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


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AMERICAN INTERNATIONAL GROUP, INC.

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

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


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AMERISOURCEBERGEN CORP

Ticker:       ABC            Security ID:  03073E105
Meeting Date: FEB 9, 2006    Meeting Type: Annual
Record Date:  DEC 29, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard C. Gozon           For       For        Management
1.2   Elect Director J. Lawrence Wilson         For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Ratify Auditors                           For       For        Management


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ANHEUSER-BUSCH COMPANIES, INC.

Ticker:       BUD            Security ID:  035229103
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  FEB 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James J. Forese            For       For        Management
1.2   Elect Director Vernon R. Loucks, Jr.      For       For        Management
1.3   Elect Director Vilma S. Martinez          For       For        Management
1.4   Elect Director William Porter Payne       For       For        Management
1.5   Elect Director Edward E. Whitacre, Jr.    For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Approve Non-Employee Director Restricted  For       For        Management
      Stock Plan
4     Ratify Auditors                           For       For        Management


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AT&T INC

Ticker:       T              Security ID:  00206R102
Meeting Date: APR 28, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William F. Aldinger, III   For       For        Management
1.2   Elect Director Gilbert F. Amelio          For       For        Management
1.3   Elect Director August A. Busch, III       For       Withhold   Management
1.4   Elect Director Martin K. Eby, Jr.         For       For        Management
1.5   Elect Director James A. Henderson         For       For        Management
1.6   Elect Director Charles F. Knight          For       For        Management
1.7   Elect Director Jon C. Madonna             For       For        Management
1.8   Elect Director Lynn M. Martin             For       For        Management
1.9   Elect Director John B. McCoy              For       For        Management
1.10  Elect Director Mary S. Metz               For       For        Management
1.11  Elect Director Toni Rembe                 For       For        Management
1.12  Elect Director S. Donley Ritchey          For       For        Management
1.13  Elect Director Joyce M. Roche             For       Withhold   Management
1.14  Elect Director Randall L. Stephenson      For       For        Management
1.15  Elect Director Laura D'Andrea Tyson       For       For        Management
1.16  Elect Director Patricia P. Upton          For       For        Management
1.17  Elect Director Edward E. Whitacre, Jr.    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Amend Articles/Bylaws/Charter-Non-Routine For       For        Management
5     Report on Political Contributions         Against   Against    Shareholder
6     Separate Chairman and CEO Positions       Against   For        Shareholder
7     Report on Pay Disparity                   Against   Against    Shareholder
8     Non-Employee Director Compensation        Against   Against    Shareholder
9     Submit Severance Agreement (Change in     Against   For        Shareholder
      Control) to shareholder Vote
10    Adopt Simple Majority Vote Requirement    Against   For        Shareholder


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AVON PRODUCTS, INC.

Ticker:       AVP            Security ID:  054303102
Meeting Date: MAY 4, 2006    Meeting Type: Annual
Record Date:  MAR 15, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W. Don Cornwell            For       For        Management
1.2   Elect Director Edward T. Fogarty          For       For        Management
1.3   Elect Director Stanley C. Gault           For       For        Management
1.4   Elect Director Fred Hassan                For       For        Management
1.5   Elect Director Andrea Jung                For       For        Management
1.6   Elect Director Maria Elena Lagomasino     For       For        Management
1.7   Elect Director Ann S. Moore               For       For        Management
1.8   Elect Director Paul S. Pressler           For       For        Management
1.9   Elect Director Paula Stern, Ph.D.         For       For        Management
1.10  Elect Director Lawrence A. Weinbach       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
4     Report on Charitable Contributions        Against   Against    Shareholder
5     Performance-Based Equity Awards           Against   For        Shareholder
6     Report on Toxic Chemicals                 Against   Against    Shareholder


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BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  MAR 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William Barnet, III        For       For        Management
1.2   Elect Director Frank P. Bramble, Sr.      For       For        Management
1.3   Elect Director John T. Collins            For       For        Management
1.4   Elect Director Gary L. Countryman         For       For        Management
1.5   Elect Director Tommy R. Franks            For       For        Management
1.6   Elect Director Paul Fulton                For       For        Management
1.7   Elect Director Charles K. Gifford         For       For        Management
1.8   Elect Director W. Steven Jones            For       For        Management
1.9   Elect Director Kenneth D. Lewis           For       For        Management
1.10  Elect Director Monica C. Lozano           For       For        Management
1.11  Elect Director Walter E. Massey           For       For        Management
1.12  Elect Director Thomas J. May              For       For        Management
1.13  Elect Director Patricia E. Mitchell       For       For        Management
1.14  Elect Director Thomas M. Ryan             For       For        Management
1.15  Elect Director O. Temple Sloan, Jr.       For       For        Management
1.16  Elect Director Meredith R. Spangler       For       For        Management
1.17  Elect Director Robert L. Tillman          For       For        Management
1.18  Elect Director Jackie M. Ward             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Publish Political Contributions           Against   Against    Shareholder
5     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
6     Provide for an Independent Chairman       Against   For        Shareholder
7     Exclude Reference to Sexual Orientation   Against   Against    Shareholder
      from the Company's EEO Statement


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BANK OF NEW YORK CO., INC., THE

Ticker:       BK             Security ID:  064057102
Meeting Date: APR 11, 2006   Meeting Type: Annual
Record Date:  FEB 21, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frank J. Biondi            For       Did Not    Management
                                                          Vote
1.2   Elect Director Nicholas M. Donofrio       For       Did Not    Management
                                                          Vote
1.3   Elect Director Gerald L. Hassel           For       Did Not    Management
                                                          Vote
1.4   Elect Director Richard J. Kogan           For       Did Not    Management
                                                          Vote
1.5   Elect Director Michael J. Kowalski        For       Did Not    Management
                                                          Vote
1.6   Elect Director John A. Luke, Jr.          For       Did Not    Management
                                                          Vote
1.7   Elect Director John C. Malone             For       Did Not    Management
                                                          Vote
1.8   Elect Director Paul Myners                For       Did Not    Management
                                                          Vote
1.9   Elect Director Catherine A. Rein          For       Did Not    Management
                                                          Vote
1.10  Elect Director Thomas A. Renyi            For       Did Not    Management
                                                          Vote
1.11  Elect Director William C. Richardson      For       Did Not    Management
                                                          Vote
1.12  Elect Director Brian l. Roberts           For       Did Not    Management
                                                          Vote
1.13  Elect Director Samuel C. Scott, III       For       Did Not    Management
                                                          Vote
1.14  Elect Director Richard C. Vaughan         For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote
3     Provide for Cumulative Voting             Against   Did Not    Shareholder
                                                          Vote
4     Reimbursement of Expenses of Opposition   Against   Did Not    Shareholder
      Candidates                                          Vote


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BERKSHIRE HATHAWAY INC.

Ticker:       BRK.A          Security ID:  084670207
Meeting Date: MAY 6, 2006    Meeting Type: Annual
Record Date:  MAR 8, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Warren E. Buffett          For       For        Management
1.2   Elect Director Charles T. Munger          For       For        Management
1.3   Elect Director Howard G. Buffett          For       For        Management
1.4   Elect Director Malcolm G. Chace           For       For        Management
1.5   Elect Director William H. Gates, III      For       For        Management
1.6   Elect Director David S. Gottesman         For       For        Management
1.7   Elect Director Charlotte Guyman           For       For        Management
1.8   Elect Director Donald R. Keough           For       For        Management
1.9   Elect Director Thomas S. Murphy           For       For        Management
1.10  Elect Director Ronald L. Olson            For       For        Management
1.11  Elect Director Walter Scott, Jr.          For       For        Management


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BOSTON SCIENTIFIC CORP.

Ticker:       BSX            Security ID:  101137107
Meeting Date: MAR 31, 2006   Meeting Type: Special
Record Date:  FEB 22, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Increase Authorized Common Stock          For       For        Management
2     Issue Shares in Connection with an        For       For        Management
      Acquisition


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BOSTON SCIENTIFIC CORP.

Ticker:       BSX            Security ID:  101137107
Meeting Date: MAY 9, 2006    Meeting Type: Annual
Record Date:  MAR 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John E. Abele              For       For        Management
1.2   Elect Director Joel L. Fleishman          For       For        Management
1.3   Elect Director Ernest Mario               For       For        Management
1.4   Elect Director Uwe E. Reinhardt           For       For        Management
2.1   Elect Director Kristina M. Johnson, Ph.D. For       For        Management
2.2   Elect Director Nancy-Ann DeParle          For       For        Management
3     Ratify Auditors                           For       For        Management
4     Approve Qualified Employee Stock Purchase For       For        Management
      Plan


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BRISTOL-MYERS SQUIBB CO.

Ticker:       BMY            Security ID:  110122108
Meeting Date: MAY 2, 2006    Meeting Type: Annual
Record Date:  MAR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert E. Allen            For       For        Management
1.2   Elect Director Lewis B. Campbell          For       For        Management
1.3   Elect Director Vance D. Coffman           For       For        Management
1.4   Elect Director James M. Cornelius         For       For        Management
1.5   Elect Director Peter R. Dolan             For       For        Management
1.6   Elect Director Louis J. Freeh             For       For        Management
1.7   Elect Director Laurie H. Glimcher, M.D.   For       For        Management
1.8   Elect Director Leif Johansson             For       For        Management
1.9   Elect Director James D. Robinson, III     For       For        Management
2     Ratify Auditor                            For       For        Management
3     Increase Disclosure of Executive          Against   Against    Shareholder
      Compensation
4     Provide for Cumulative Voting             Against   For        Shareholder
5     Claw-back of Payments under Restatements  Against   Against    Shareholder
6     Report on Animal Welfare                  Against   Against    Shareholder
7     Establish Term Limits for Directors       Against   Against    Shareholder


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CARDINAL HEALTH, INC.

Ticker:       CAH            Security ID:  14149Y108
Meeting Date: NOV 2, 2005    Meeting Type: Annual
Record Date:  SEP 9, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director J. Michael Losh            For       For        Management
1.2   Elect Director John B. McCoy              For       For        Management
1.3   Elect Director Michael D. O'Halleran      For       For        Management
1.4   Elect Director Jean G. Spaulding, M.D.    For       For        Management
1.5   Elect Director Matthew D. Walter          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Declassify the Board of Directors         For       For        Management


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CBS CORP

Ticker:       CBS.A          Security ID:  124857202
Meeting Date: MAY 25, 2006   Meeting Type: Annual
Record Date:  MAR 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David R. Andelman          For       For        Management
1.2   Elect Director Joseph A. Califano, Jr.    For       For        Management
1.3   Elect Director William S. Cohen           For       For        Management
1.4   Elect Director Philippe P. Dauman         For       For        Management
1.5   Elect Director Charles K. Gifford         For       For        Management
1.6   Elect Director Bruce S. Gordon            For       For        Management
1.7   Elect Director Leslie Moonves             For       For        Management
1.8   Elect Director Shari Redstone             For       For        Management
1.9   Elect Director Sumner M. Redstone         For       For        Management
1.10  Elect Director Ann N. Reese               For       For        Management
1.11  Elect Director Judith A. Sprieser         For       For        Management
1.12  Elect Director Robert D. Walter           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Option Exchange Offer             For       Against    Management
4     Amend Non-Employee Director Stock Option  For       Against    Management
      Plan
5     Amend Non-Employee Director Restricted    For       Against    Management
      Stock Plan
6     Company-Specific -- Adopt a               Against   For        Shareholder
      Recapitalization Plan


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CHECK POINT SOFTWARE TECHNOLOGIES INC

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

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


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

CHUBB CORP., THE

Ticker:       CB             Security ID:  171232101
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  MAR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Zoe Baird                  For       For        Management
1.2   Elect Director Sheila P. Burke            For       For        Management
1.3   Elect Director James I. Cash, Jr.         For       For        Management
1.4   Elect Director Joel J. Cohen              For       For        Management
1.5   Elect Director James M. Cornelius         For       For        Management
1.6   Elect Director John D. Finnegan           For       For        Management
1.7   Elect Director Klaus J. Mangold           For       For        Management
1.8   Elect Director Sir David G. Scholey       For       For        Management
1.9   Elect Director Raymond G.H. Seitz         For       For        Management
1.10  Elect Director Lawrence M. Small          For       For        Management
1.11  Elect Director Daniel E. Somers           For       For        Management
1.12  Elect Director Karen Hastie Williams      For       For        Management
1.13  Elect Director Alfred W. Zollar           For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
5     Report on Political Contributions         Against   Against    Shareholder


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

CISCO SYSTEMS, INC.

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

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


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

CITIGROUP INC.

Ticker:       C              Security ID:  172967101
Meeting Date: APR 18, 2006   Meeting Type: Annual
Record Date:  FEB 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director C. Michael Armstrong       For       For        Management
1.2   Elect Director Alain J.P. Belda           For       For        Management
1.3   Elect Director George David               For       For        Management
1.4   Elect Director Kenneth T. Derr            For       For        Management
1.5   Elect Director John M. Deutch             For       For        Management
1.6   Elect Director Roberto Hernandez Ramirez  For       For        Management
1.7   Elect Director Ann Dibble Jordan          For       For        Management
1.8   Elect Director Klaus Kleinfeld            For       For        Management
1.9   Elect Director Andrew N. Liveris          For       For        Management
1.10  Elect Director Dudley C. Mecum            For       For        Management
1.11  Elect Director Anne M. Mulcahy            For       For        Management
1.12  Elect Director Richard D. Parsons         For       For        Management
1.13  Elect Director Charles Prince             For       For        Management
1.14  Elect Director Dr. Judith Rodin           For       For        Management
1.15  Elect Director Robert E. Rubin            For       For        Management
1.16  Elect Director Franklin A. Thomas         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Reduce Supermajority Vote Requirement     For       For        Management
4     Reduce Supermajority Vote Requirement     For       For        Management
5     Reduce Supermajority Vote Requirement     For       For        Management
6     End Issuance of Options and Prohibit      Against   Against    Shareholder
      Repricing
7     Report on Political Contributions         Against   Against    Shareholder
8     Report on Charitable Contributions        Against   Against    Shareholder
9     Performance-Based Equity Awards           Against   For        Shareholder
10    Reimbursement of Expenses Incurred by     Against   Against    Shareholder
      Shareholder(s)
11    Separate Chairman and CEO Positions       Against   For        Shareholder
12    Clawback of Payments Under Restatement    Against   Against    Shareholder


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

CLEAR CHANNEL COMMUNICATIONS, INC.

Ticker:       CCU            Security ID:  184502102
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Alan D. Feld               For       For        Management
1.2   Elect Director Perry J. Lewis             For       For        Management
1.3   Elect Director L. Lowry Mays              For       For        Management
1.4   Elect Director Mark P. Mays               For       For        Management
1.5   Elect Director Randall T. Mays            For       For        Management
1.6   Elect Director B. J. McCombs              For       For        Management
1.7   Elect Director Phyllis B. Riggins         For       For        Management
1.8   Elect Director Theodore H. Strauss        For       For        Management
1.9   Elect Director J. C. Watts, Jr.           For       For        Management
1.10  Elect Director John H. Williams           For       Withhold   Management
1.11  Elect Director John B. Zachry             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Political Contributions         Against   Against    Shareholder
4     Establish a Compensation Committee        Against   For        Shareholder


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

COCA-COLA COMPANY, THE

Ticker:       KO             Security ID:  191216100
Meeting Date: APR 19, 2006   Meeting Type: Annual
Record Date:  FEB 21, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Herbert A. Allen           For       For        Management
1.2   Elect Director Ronald W. Allen            For       For        Management
1.3   Elect Director Cathleen P. Black          For       For        Management
1.4   Elect Director Barry Diller               For       Withhold   Management
1.5   Elect Director E. Neville Isdell          For       For        Management
1.6   Elect Director Donald R. Keough           For       For        Management
1.7   Elect Director Donald F. McHenry          For       For        Management
1.8   Elect Director Sam Nunn                   For       For        Management
1.9   Elect Director James D. Robinson, III     For       For        Management
1.10  Elect Director Peter V. Ueberroth         For       For        Management
1.11  Elect Director James B. Williams          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Restricted Stock Plan               For       For        Management
4     Report on Charitable Contributions        Against   Against    Shareholder
5     Review/ Report on Recycling Policy        Against   Against    Shareholder
6     Performance-Based and/or Time-Based       Against   For        Shareholder
      Equity Awards
7     Report on Environmental Liabilities in    Against   Against    Shareholder
      India
8     Sponsor Independent Inquiry into          Against   Against    Shareholder
      Operations in Columbia


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

COMCAST CORP.

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: MAY 18, 2006   Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director S. Decker Anstrom          For       For        Management
1.2   Elect Director Kenneth J. Bacon           For       For        Management
1.3   Elect Director Sheldon M. Bonovitz        For       For        Management
1.4   Elect Director Edward D. Breen            For       For        Management
1.5   Elect Director Julian A. Brodsky          For       For        Management
1.6   Elect Director Joseph J. Collins          For       For        Management
1.7   Elect Director J. Michael Cook            For       For        Management
1.8   Elect Director Jeffrey A. Honickman       For       For        Management
1.9   Elect Director Brian L. Roberts           For       For        Management
1.10  Elect Director Ralph J. Roberts           For       For        Management
1.11  Elect Director Judith Rodin               For       For        Management
1.12  Elect Director Michael I. Sovern          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
4     Amend Restricted Stock Plan               For       For        Management
5     Approve Executive Incentive Bonus Plan    For       For        Management
6     Put Repricing of Stock Options to         Against   Against    Shareholder
      Shareholder Vote
7     Separate Chairman and CEO Positions       Against   Against    Shareholder
8     Limit Executive Compensation              Against   Against    Shareholder
9     Company-Specific-Adopt Recapitalization   Against   For        Shareholder
      Plan
10    Establish Other Board Committee           Against   Against    Shareholder


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

DOMINION RESOURCES, INC.

Ticker:       D              Security ID:  25746U109
Meeting Date: APR 28, 2006   Meeting Type: Annual
Record Date:  FEB 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Peter W. Brown             For       For        Management
1.2   Elect Director Ronald J. Calise           For       For        Management
1.3   Elect Director Thos. E. Capps             For       For        Management
1.4   Elect Director George A. Davidson, Jr.    For       For        Management
1.5   Elect Director Thomas F. Farrell, II      For       For        Management
1.6   Elect Director John W. Harris             For       For        Management
1.7   Elect Director Robert S. Jepson, Jr.      For       For        Management
1.8   Elect Director Mark J. Kington            For       For        Management
1.9   Elect Director Benjamin J. Lambert, III   For       For        Management
1.10  Elect Director Richard L. Leatherwood     For       For        Management
1.11  Elect Director Margaret A. McKenna        For       For        Management
1.12  Elect Director Frank S. Royal, M.D.       For       For        Management
1.13  Elect Director S. Dallas Simmons          For       For        Management
1.14  Elect Director David A. Wollard           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
4     Report on Greenhouse Gas Emissions        Against   Against    Shareholder
5     Submit Supplemental Executive Retirement  Against   Against    Shareholder
      Plans to Shareholder vote


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

DOW CHEMICAL COMPANY, THE

Ticker:       DOW            Security ID:  260543103
Meeting Date: MAY 11, 2006   Meeting Type: Annual
Record Date:  MAR 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jacqueline K. Barton       For       For        Management
1.2   Elect Director James A. Bell              For       For        Management
1.3   Elect Director Barbara Hackman Franklin   For       For        Management
1.4   Elect Director Andrew N. Liveris          For       For        Management
1.5   Elect Director Geoffery E. Merszei        For       For        Management
1.6   Elect Director J. Pedro Reinhard          For       For        Management
1.7   Elect Director Ruth G. Shaw               For       For        Management
1.8   Elect Director Paul G. Stern              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Remediation Policies in Bhopal  Against   Against    Shareholder
4     Report on Genetically Modified Organisms  Against   Against    Shareholder
5     Evaluate Potential Links Between Company  Against   Against    Shareholder
      Products and Asthma
6     Report on Security of Chemical Facilities Against   Against    Shareholder


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

E.I. DU PONT DE NEMOURS & CO.

Ticker:       DD             Security ID:  263534109
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  MAR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Alain J.P. Belda           For       For        Management
1.2   Elect Director Richard H. Brown           For       For        Management
1.3   Elect Director Curtis J. Crawford         For       For        Management
1.4   Elect Director John T. Dillon             For       For        Management
1.5   Elect Director Eleuthere I. du Pont       For       For        Management
1.6   Elect Director Charles O. Holliday, Jr.   For       For        Management
1.7   Elect Director Lois D. Juliber            For       For        Management
1.8   Elect Director Masahisa Naitoh            For       For        Management
1.9   Elect Director Sean O'Keefe               For       For        Management
1.10  Elect Director William K. Reilly          For       For        Management
1.11  Elect Director Charles M. Vest            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Review Executive Compensation             Against   Against    Shareholder
4     Report on Genetically Modified Organisms  Against   Against    Shareholder
5     Performance-Based                         Against   For        Shareholder
6     Report on Feasibility of Phasing out PFOA Against   Against    Shareholder
7     Report on Security of Chemical Facilities Against   Against    Shareholder


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

FEDERATED DEPARTMENT STORES, INC.

Ticker:       FD             Security ID:  31410H101
Meeting Date: JUL 13, 2005   Meeting Type: Annual
Record Date:  MAY 20, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition
2.1   Elect Director Meyer Feldberg             For       For        Management
2.2   Elect Director Terry J. Lundgren          For       For        Management
2.3   Elect Director Marna C. Whittington       For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Ratify Auditors                           For       For        Management
5     Adjourn Meeting                           For       Against    Management


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

FEDERATED DEPARTMENT STORES, INC.

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

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


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

FIRST DATA CORP.

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

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


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

FIRSTENERGY CORPORATION

Ticker:       FE             Security ID:  337932107
Meeting Date: MAY 16, 2006   Meeting Type: Annual
Record Date:  MAR 21, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Anthony J. Alexander       For       Withhold   Management
1.2   Elect Director Carol A. Cartwright        For       Withhold   Management
1.3   Elect Director William T. Cottle          For       Withhold   Management
1.4   Elect Director Robert B. Heisler, Jr.     For       Withhold   Management
1.5   Elect Director Russell W. Maier           For       Withhold   Management
1.6   Elect Director George M. Smart            For       Withhold   Management
1.7   Elect Director Wes M. Taylor              For       Withhold   Management
1.8   Elect Director Jesse T. Williams, Sr.     For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Adopt Simple Majority Vote Requirement    Against   For        Shareholder
4     Submit Severance Agreement (Change in     Against   For        Shareholder
      Control) to shareholder Vote


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

FLEXTRONICS INTERNATIONAL LTD.

Ticker:       FLEX           Security ID:  Y2573F102
Meeting Date: SEP 20, 2005   Meeting Type: Annual
Record Date:  JUL 29, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Mr. James A. Davidson     For       For        Management
1.2   Elect  Director Mr. Lip-Bu Tan            For       For        Management
2     RE-APPOINTMENT OF MR. PATRICK FOLEY AS A  For       For        Management
      DIRECTOR OF THE COMPANY.
3     Ratify Auditors                           For       For        Management
4     TO APPROVE THE AUTHORIZATION FOR THE      For       For        Management
      DIRECTORS OF THE COMPANY TO ALLOT AND
      ISSUE ORDINARY SHARES.
5     TO APPROVE THE DIRECTOR CASH COMPENSATION For       For        Management
      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        Management
      SHARE PURCHASE MANDATE RELATING TO
      ACQUISITIONS BY THE COMPANY OF ITS OWN
      ISSUED ORDINARY SHARES.


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

FREDDIE MAC

Ticker:       FRE            Security ID:  313400301
Meeting Date: JUL 15, 2005   Meeting Type: Annual
Record Date:  MAY 27, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Barbara T. Alexander      For       For        Management
1.2   Elect  Director Geoffrey T. Boisi         For       For        Management
1.3   Elect  Director Joan E. Donoghue          For       For        Management
1.4   Elect  Director Michelle Engler           For       For        Management
1.5   Elect  Director Richard Karl Goeltz       For       For        Management
1.6   Elect  Director Thomas S. Johnson         For       For        Management
1.7   Elect  Director William M. Lewis, Jr.     For       For        Management
1.8   Elect  Director Eugene M. Mcquade         For       For        Management
1.9   Elect  Director Shaun F. O'Malley         For       For        Management
1.10  Elect  Director Ronald F. Poe             For       For        Management
1.11  Elect  Director Stephen A. Ross           For       For        Management
1.12  Elect  Director Richard F. Syron          For       For        Management
1.13  Elect  Director William J. Turner         For       For        Management
2     Ratify Auditors                           For       For        Management


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

GANNETT CO., INC.

Ticker:       GCI            Security ID:  364730101
Meeting Date: APR 18, 2006   Meeting Type: Annual
Record Date:  FEB 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Marjorie Magner            For       For        Management
1.2   Elect Director Duncan M. McFarland        For       For        Management
1.3   Elect Director Karen Hastie Williams      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Declassify the Board of Directors         Against   Against    Shareholder
5     Separate Chairman and CEO Positions       Against   Against    Shareholder


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

GENWORTH FINANCIAL, INC.

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

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


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

GLAXOSMITHKLINE PLC (FORMERLY GLAXO WELLCOME PLC )

Ticker:       GSK            Security ID:  37733W105
Meeting Date: MAY 17, 2006   Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE AND ADOPT THE DIRECTORS        For       For        Management
      REPORT AND THE FINANCIAL STATEMENTS
2     TO APPROVE THE REMUNERATION REPORT        For       For        Management
3     TO ELECT DR MONCEF SLAOUI AS A DIRECTOR   For       For        Management
4     TO ELECT MR TOM DE SWAAN AS A DIRECTOR    For       For        Management
5     TO RE-ELECT MR LARRY CULP AS A DIRECTOR   For       For        Management
6     TO RE-ELECT SIR CRISPIN DAVIS AS A        For       For        Management
      DIRECTOR
7     TO RE-ELECT DR RONALDO SCHMITZ AS A       For       For        Management
      DIRECTOR
8     Ratify Auditors                           For       For        Management
9     REMUNERATION OF AUDITORS                  For       For        Management
10    TO AUTHORISE THE COMPANY TO MAKE          For       For        Management
      DONATIONS TO EU POLITICAL ORGANISATIONS
      AND INCUR EU POLITICAL EXPENDITURE
11    AUTHORITY TO ALLOT SHARES                 For       For        Management
12    DISAPPLICATION OF PRE-EMPTION RIGHTS      For       For        Management
      (INDICATES A SPECIAL RESOLUTION)
13    AUTHORITY FOR THE COMPANY TO PURCHASE ITS For       For        Management
      OWN SHARES (INDICATES A SPECIAL
      RESOLUTION)


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

HARTFORD FINANCIAL SERVICES GROUP, INC., THE

Ticker:       HIG            Security ID:  416515104
Meeting Date: MAY 17, 2006   Meeting Type: Annual
Record Date:  MAR 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ramani Ayer                For       For        Management
1.2   Elect Director Ramon de Oliveira          For       For        Management
1.3   Elect Director Edward J. Kelly, III       For       For        Management
1.4   Elect Director Paul G. Kirk, Jr           For       For        Management
1.5   Elect Director Thomas M. Marra            For       For        Management
1.6   Elect Director Gail J. McGovern           For       For        Management
1.7   Elect Director Michael G. Morris          For       For        Management
1.8   Elect Director Robert W. Selander         For       For        Management
1.9   Elect Director Charles B. Strauss         For       For        Management
1.10  Elect Director H. Patrick Swygert         For       For        Management
1.11  Elect Director David K. Zwiener           For       For        Management
2     Ratify Auditors                           For       For        Management


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

HEWLETT-PACKARD CO.

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 15, 2006   Meeting Type: Annual
Record Date:  JAN 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director P.C. Dunn                  For       For        Management
1.2   Elect Director L.T. Babbio, Jr.           For       For        Management
1.3   Elect Director S.M. Baldauf               For       For        Management
1.4   Elect Director R.A. Hackborn              For       For        Management
1.5   Elect Director J.H. Hammergren            For       For        Management
1.6   Elect Director M.V. Hurd                  For       For        Management
1.7   Elect Director G.A. Keyworth Ii           For       For        Management
1.8   Elect Director T.J. Perkins               For       For        Management
1.9   Elect Director R.L. Ryan                  For       For        Management
1.10  Elect Director L.S. Salhany               For       For        Management
1.11  Elect Director R.P. Wayman                For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
5     Claw-Back of Payments under Restatement   Against   Against    Shareholder


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

INTEL CORP.

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

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


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

INTERNATIONAL BUSINESS MACHINES CORP.

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  FEB 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Cathleen Black             For       For        Management
1.2   Elect Director Kenneth I. Chenault        For       For        Management
1.3   Elect Director Juergen Dormann            For       For        Management
1.4   Elect Director Michael L. Eskew           For       Withhold   Management
1.5   Elect Director Shirley Ann Jackson        For       For        Management
1.6   Elect Director Minoru Makihara            For       For        Management
1.7   Elect Director Lucio A. Noto              For       For        Management
1.8   Elect Director James W. Owens             For       For        Management
1.9   Elect Director Samuel J. Palmisano        For       For        Management
1.10  Elect Director Joan E. Spero              For       For        Management
1.11  Elect Director Sidney Taurel              For       For        Management
1.12  Elect Director Charles M. Vest            For       For        Management
1.13  Elect Director Lorenzo H. Zambrano        For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Provide for Cumulative Voting             Against   For        Shareholder
4     Evaluate Age Discrimination in Retirement Against   Against    Shareholder
      Plans
5     Time-Based Equity Awards                  Against   For        Shareholder
6     Increase Disclosure of Executive          Against   Against    Shareholder
      Compensation
7     Report on Outsourcing                     Against   Against    Shareholder
8     Implement/ Increase Activity on the China Against   Against    Shareholder
      Principles
9     Report on Political Contributions         Against   Against    Shareholder
10    Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
11    Adopt Simple Majority Vote                Against   For        Shareholder


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

INTERNATIONAL PAPER CO.

Ticker:       IP             Security ID:  460146103
Meeting Date: MAY 8, 2006    Meeting Type: Annual
Record Date:  MAR 16, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John L. Townsend, III      For       For        Management
1.2   Elect Director John F. Turner             For       For        Management
1.3   Elect Director Alberto Weisser            For       For        Management
1.4   Elect Director John V. Faraci             For       For        Management
1.5   Elect Director Donald F. McHenry          For       For        Management
1.6   Elect Director William G. Walter          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
4     Sustainable Forestry Report               Against   Against    Shareholder
5     Declassify the Board of Directors         Against   For        Shareholder


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

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 16, 2006   Meeting Type: Annual
Record Date:  MAR 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John H. Biggs              For       For        Management
1.2   Elect Director Stephen B. Burke           For       For        Management
1.3   Elect Director James S. Crown             For       For        Management
1.4   Elect Director James Dimon                For       For        Management
1.5   Elect Director Ellen V. Futter            For       For        Management
1.6   Elect Director William H. Gray, III       For       For        Management
1.7   Elect Director William B. Harrison, Jr.   For       For        Management
1.8   Elect Director Laban P. Jackson, Jr.      For       For        Management
1.9   Elect Director John W. Kessler            For       For        Management
1.10  Elect Director Robert I. Lipp             For       For        Management
1.11  Elect Director Richard A. Manoogian       For       For        Management
1.12  Elect Director David C. Novak             For       For        Management
1.13  Elect Director Lee R. Raymond             For       For        Management
1.14  Elect Director William C. Weldon          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Put Repricing of Stock Options to         Against   Against    Shareholder
      Shareholder Vote
4     Performance-Based Equity Awards           Against   For        Shareholder
5     Separate Chairman and CEO Positions       Against   Against    Shareholder
6     Remove Reference to Sexual Orientation    Against   Against    Shareholder
      from EEO Statement
7     Amend Articles/Bylaws/Charter -- Call     Against   Against    Shareholder
      Special Meetings
8     Report on Lobbying Activities             Against   Against    Shareholder
9     Report on Political Contributions         Against   Against    Shareholder
10    Approve Terms of Existing Poison Pill     Against   Against    Shareholder
11    Provide for Cumulative Voting             Against   For        Shareholder
12    Claw-back of Payments under Restatements  Against   Against    Shareholder
13    Require Director Nominee Qualifications   Against   Against    Shareholder


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

KIMBERLY-CLARK CORP.

Ticker:       KMB            Security ID:  494368103
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  FEB 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dennis R. Beresford        For       For        Management
1.2   Elect Director Abelardo E. Bru            For       For        Management
1.3   Elect Director Thomas J. Falk             For       For        Management
1.4   Elect Director Mae C. Jemison, M.D.       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder
4     Adopt ILO Standards                       Against   Against    Shareholder
5     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
6     Report on Feasibility of Phasing Out the  Against   Against    Shareholder
      Use of Non-certified Wood Fiber


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

KRAFT FOODS INC

Ticker:       KFT            Security ID:  50075N104
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jan Bennink                For       For        Management
1.2   Elect Director Louis C. Camilleri         For       For        Management
1.3   Elect Director Roger K. Deromedi          For       For        Management
1.4   Elect Director Dinyar S. Devitre          For       For        Management
1.5   Elect Director Richard A. Lerner, M.D.    For       For        Management
1.6   Elect Director John C. Pope               For       For        Management
1.7   Elect Director Mary L. Schapiro           For       For        Management
1.8   Elect Director Charles R. Wall            For       For        Management
1.9   Elect Director Deborah C. Wright          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Non-Employee Director Omnibus     For       Against    Management
      Stock Plan
4     Cease Corporate Support for Homosexual    Against   Against    Shareholder
      Activities or Events


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

LEXMARK INTERNATIONAL, INC.

Ticker:       LXK            Security ID:  529771107
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  MAR 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael J. Maples          For       For        Management
1.2   Elect Director Stephen R. Hardis          For       For        Management
1.3   Elect Director William R. Fields          For       For        Management
1.4   Elect Director Robert Holland, Jr.        For       For        Management
2     Ratify Auditors                           For       For        Management


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

LIBERTY MEDIA HOLDING CORP

Ticker:       L              Security ID:  530718105
Meeting Date: MAY 9, 2006    Meeting Type: Annual
Record Date:  APR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Formation of Holding Company      For       For        Management
2     Company Specific-Create Tracking Stock    For       For        Management
3     Approve Restructuring Plan                For       For        Management
4     Approve Restructuring Plan                For       For        Management
5     Approve Restructuring Plan                For       For        Management
6.1   Elect Director Donne F. Fisher            For       For        Management
6.2   Elect Director Gregory B. Maffei          For       For        Management
6.3   Elect Director M. LaVoy Robison           For       For        Management
7     Ratify Auditors                           For       For        Management


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

MAY DEPARTMENT STORES CO., THE

Ticker:       MAY            Security ID:  577778103
Meeting Date: JUL 13, 2005   Meeting Type: Annual
Record Date:  MAY 20, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2.1   Elect Director Marsha J. Evans            For       For        Management
2.2   Elect Director David B. Rickard           For       For        Management
2.3   Elect Director Joyce M. Roche             For       For        Management
2.4   Elect Director R. Dean Wolfe              For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Ratify Auditors                           For       For        Management
5     Adjourn Meeting                           For       Against    Management


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

MERRILL LYNCH & CO., INC.

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

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


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

METLIFE, INC

Ticker:       MET            Security ID:  59156R108
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director C. Robert Henrikson        For       For        Management
1.2   Elect Director John M. Keane              For       For        Management
1.3   Elect Director Hugh B. Price              For       For        Management
1.4   Elect Director Kenton J. Sicchitano       For       For        Management
2     Ratify Auditors                           For       For        Management


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

MICROSOFT CORP.

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

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


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

NOKIA CORP.

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

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


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

NOVELLUS SYSTEMS, INC.

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

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


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

PETROLEO BRASILEIRO

Ticker:       PBR            Security ID:  71654V408
Meeting Date: JUL 22, 2005   Meeting Type: Special
Record Date:  JUN 29, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE 300% STOCK SPLIT OF       For       For        Management
      COMPANY SHARES, 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       For       For        Management
      COMPANY S BYLAWS IN LIGHT OF ITEM I, AS
      SET FORTH IN THE COMPANY S NOTICE OF
      MEETING ENCLOSED HEREWITH.


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

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael S. Brown           For       For        Management
1.2   Elect Director M. Anthony Burns           For       Withhold   Management
1.3   Elect Director Robert N. Burt             For       For        Management
1.4   Elect Director W. Don Cornwell            For       For        Management
1.5   Elect Director William H. Gray, III       For       For        Management
1.6   Elect Director Constance J. Horner        For       For        Management
1.7   Elect Director William R. Howell          For       For        Management
1.8   Elect Director Stanley O. Ikenberry       For       For        Management
1.9   Elect Director George A. Lorch            For       Withhold   Management
1.10  Elect Director Henry A. McKinnell         For       For        Management
1.11  Elect Director Dana G. Mead               For       Withhold   Management
1.12  Elect Director Ruth J. Simmons            For       For        Management
1.13  Elect Director William C. Steere, Jr.     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Reduce Supermajority Vote Requirement     For       For        Management
4     Establish Term Limits for Directors       Against   Against    Shareholder
5     Social Proposal                           Against   Against    Shareholder
6     Restore or Provide for Cumulative Voting  Against   For        Shareholder
7     Separate Chairman and CEO Positions       Against   For        Shareholder
8     Report on Political Contributions         Against   Against    Shareholder
9     Report on Animal Welfare Policy           Against   Against    Shareholder
10    Reort on Animal-based Testing             Against   Against    Shareholder


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

PNC FINANCIAL SERVICES GROUP, INC.

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

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


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

PUBLIC SERVICE ENTERPRISE GROUP INC.

Ticker:       PEG            Security ID:  744573106
Meeting Date: JUL 19, 2005   Meeting Type: Annual
Record Date:  MAY 27, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2.1   Elect  Director Conrad K. Harper          For       For        Management
2.2   Elect  Director Shirley Ann Jackson       For       For        Management
2.3   Elect  Director Thomas A. Renyi           For       For        Management
3     Ratify Auditors                           For       For        Management
4     Adjourn Meeting                           For       Against    Management
5     Review/Limit Executive Compensation       Against   Against    Shareholder


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

ROHM AND HAAS CO.

Ticker:       ROH            Security ID:  775371107
Meeting Date: MAY 1, 2006    Meeting Type: Annual
Record Date:  MAR 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W.J. Avery                 For       For        Management
1.2   Elect Director R.L. Gupta                 For       For        Management
1.3   Elect Director D.W. Haas                  For       For        Management
1.4   Elect Director T.W. Haas                  For       For        Management
1.5   Elect Director R.L. Keyser                For       For        Management
1.6   Elect Director R.J. Mills                 For       For        Management
1.7   Elect Director J.P. Montoya               For       For        Management
1.8   Elect Director S.O. Moose                 For       For        Management
1.9   Elect Director G.S. Omenn                 For       For        Management
1.10  Elect Director G.L. Rogers                For       For        Management
1.11  Elect Director R.H. Schmitz               For       For        Management
1.12  Elect Director G.M. Whitesides            For       For        Management
1.13  Elect Director M.C. Whittington           For       For        Management
2     Ratify Auditors                           For       For        Management


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

SANOFI-AVENTIS (FORMERLY SANOFI-SYNTHELABO )

Ticker:       SNY            Security ID:  80105N105
Meeting Date: MAY 31, 2006   Meeting Type: Annual
Record Date:  APR 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE INDIVIDUAL COMPANY        For       For        Management
      FINANCIAL STATEMENTS FOR THE YEAR ENDED
      DECEMBER 31, 2005
2     APPROVAL OF THE CONSOLIDATED FINANCIAL    For       For        Management
      STATEMENTS FOR THE YEAR ENDED DECEMBER
      31, 2005
3     APPROPRIATION OF PROFITS; DECLARATION OF  For       For        Management
      DIVIDEND
4     APPROVAL OF TRANSACTIONS COVERED BY THE   For       For        Management
      STATUTORY AUDITORS SPECIAL REPORT
      PREPARED IN ACCORDANCE WITH ARTICLE
      L.225-40 OF THE COMMERCIAL CODE
5     REAPPOINTMENT OF A DIRECTOR               For       For        Management
6     APPOINTMENT OF A DIRECTOR                 For       For        Management
7     Ratify Auditors                           For       For        Management
8     Ratify Auditors                           For       For        Management
9     DIRECTORS  ATTENDANCE FEES                For       For        Management
10    AUTHORIZATION TO THE BOARD OF DIRECTORS   For       For        Management
      TO CARRY OUT TRANSACTIONS IN SHARES
      ISSUED BY THE COMPANY
11    REVIEW AND APPROVAL OF THE MERGER OF      For       For        Management
      RHONE COOPER INTO SANOFI-AVENTIS -
      APPROVAL OF THE CONSIDERATION FOR THE
      MERGER AND OF THE RESULTING CAPITAL
      INCREASE
12    APPROPRIATION OF MERGER PREMIUM           For       For        Management
13    FORMAL RECORDING OF FINAL COMPLETION OF   For       For        Management
      THE MERGER ON MAY 31, 2006 AND OF THE
      RESULTING CAPITAL INCREASE
14    AMENDMENT TO ARTICLE 6 OF THE BYLAWS      For       For        Management
      AFTER THE CAPITAL INCREASE
15    AMENDMENT TO ARTICLES 12 AND 16 OF THE    For       For        Management
      BYLAWS
16    POWERS                                    For       For        Management


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

SCHERING-PLOUGH CORP.

Ticker:       SGP            Security ID:  806605101
Meeting Date: MAY 19, 2006   Meeting Type: Annual
Record Date:  MAR 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Thomas J. Colligan         For       For        Management
1.2   Elect Director C. Robert Kidder           For       For        Management
1.3   Elect Director Carl E. Mundy, Jr.         For       For        Management
1.4   Elect Director Patricia F. Russo          For       For        Management
1.5   Elect Director Arthur F. Weinbach         For       For        Management
2     Ratify Auditor                            For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Approve Outside Director Stock            For       For        Management
      Awards/Options in Lieu of Cash
5     Approve Omnibus Stock Plan                For       For        Management
6     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
7     Adopt Simple Majority Vote Requirement    Against   For        Shareholder


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

SOUTHWEST AIRLINES CO.

Ticker:       LUV            Security ID:  844741108
Meeting Date: MAY 17, 2006   Meeting Type: Annual
Record Date:  MAR 22, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Colleen C. Barrett         For       For        Management
1.2   Elect Director Gary C. Kelly              For       For        Management
1.3   Elect Director John T. Montford           For       For        Management
1.4   Elect Director William H. Cunningham      For       For        Management
1.5   Elect Director Louis E. Caldera           For       For        Management
1.6   Elect Director Nancy B. Loeffler          For       For        Management
1.7   Elect Director David W. Biegler           For       For        Management
2     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management
4     Adopt Simple Majority Vote                Against   For        Shareholder


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

SPRINT NEXTEL CORP

Ticker:       S              Security ID:  852061100
Meeting Date: APR 18, 2006   Meeting Type: Annual
Record Date:  FEB 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Keith J. Bane              For       For        Management
1.2   Elect Director Gordon M. Bethune          For       For        Management
1.3   Elect Director Timothy M. Donahue         For       For        Management
1.4   Elect Director Frank M. Drendel           For       Withhold   Management
1.5   Elect Director Gary D. Forsee             For       For        Management
1.6   Elect Director James H. Hance, Jr.        For       For        Management
1.7   Elect Director V. Janet Hill              For       For        Management
1.8   Elect Director Irvine O. Hockaday, Jr     For       For        Management
1.9   Elect Director William E. Kennard         For       Withhold   Management
1.10  Elect Director Linda Koch Lorimer         For       For        Management
1.11  Elect Director Stephanie M. Shern         For       For        Management
1.12  Elect Director William H. Swanson         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
4     Restore or Provide for Cumulative Voting  Against   Against    Shareholder


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

SPRINT NEXTEL CORP

Ticker:       S              Security ID:  852061100
Meeting Date: JUL 13, 2005   Meeting Type: Annual
Record Date:  MAY 20, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Increase Authorized Common Stock          For       For        Management
2     Amend Articles/Bylaws/Charter-Non-Routine For       For        Management
3     Change Company Name                       For       For        Management
4     Issue Shares in Connection with an        For       For        Management
      Acquisition
5     Adjourn Meeting                           For       For        Management
6.1   Elect  Director Gordon M. Bethune         For       For        Management
6.2   Elect  Director Dr. E. Linn Draper, Jr.   For       For        Management
6.3   Elect  Director James H. Hance, Jr.       For       For        Management
6.4   Elect  Director Deborah A. Henretta       For       For        Management
6.5   Elect  Director Irvine O. Hockaday, Jr.   For       For        Management
6.6   Elect  Director Linda Koch Lorimer        For       For        Management
6.7   Elect  Director Gerald L. Storch          For       For        Management
6.8   Elect  Director William H. Swanson        For       For        Management
7     Ratify Auditors                           For       For        Management
8     Review Executive Compensation             Against   For        Shareholder


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

ST. PAUL TRAVELERS COMPANIES, INC., THE

Ticker:       STA            Security ID:  792860108
Meeting Date: MAY 3, 2006    Meeting Type: Annual
Record Date:  MAR 8, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John H. Dasburg            For       For        Management
1.2   Elect Director Leslie B. Disharoon        For       For        Management
1.3   Elect Director Janet M. Dolan             For       For        Management
1.4   Elect Director Kenneth M. Duberstein      For       For        Management
1.5   Elect Director Jay S. Fishman             For       For        Management
1.6   Elect Director Lawrence G. Graev          For       For        Management
1.7   Elect Director Thomas R. Hodgson          For       For        Management
1.8   Elect Director Robert I. Lipp             For       Withhold   Management
1.9   Elect Director Blythe J. McGarvie         For       For        Management
1.10  Elect Director Glen D. Nelson, M.D.       For       For        Management
1.11  Elect Director Laurie J. Thomsen          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
4     Report on Political Contributions         Against   Against    Shareholder


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

SUNGARD DATA SYSTEMS INC.

Ticker:       SDS            Security ID:  867363103
Meeting Date: JUL 28, 2005   Meeting Type: Annual
Record Date:  JUN 17, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management
3.1   Elect Director Gregory Bentley            For       For        Management
3.2   Elect Director Michael C. Brooks          For       For        Management
3.3   Elect Director Cristobal Conde            For       For        Management
3.4   Elect Director Ramon de Oliveira          For       For        Management
3.5   Elect Director Henry C. Duques            For       For        Management
3.6   Elect Director Albert A. Eisenstat        For       For        Management
3.7   Elect Director Bernard Goldstein          For       For        Management
3.8   Elect Director Janet Brutschea Haugen     For       For        Management
3.9   Elect Director Robert E. King             For       For        Management
3.10  Elect Director James L. Mann              For       For        Management
3.11  Elect Director Malcolm I. Ruddock         For       For        Management
4     Ratify Auditors                           For       For        Management


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

SUNTRUST BANKS, INC.

Ticker:       STI            Security ID:  867914103
Meeting Date: APR 18, 2006   Meeting Type: Annual
Record Date:  FEB 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director J. Hyatt Brown             For       Did Not    Management
                                                          Vote
1.2   Elect Director Alston D. Correll          For       Did Not    Management
                                                          Vote
1.3   Elect Director David H. Hughes            For       Did Not    Management
                                                          Vote
1.4   Elect Director E. Neville Isdell          For       Did Not    Management
                                                          Vote
1.5   Elect Director G. Gilmer Minor, III       For       Did Not    Management
                                                          Vote
1.6   Elect Director Thomas M. Garrott          For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote
3     Declassify the Board of Directors         Against   Did Not    Shareholder
                                                          Vote


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

TIME WARNER INC

Ticker:       TWX            Security ID:  887317105
Meeting Date: MAY 19, 2006   Meeting Type: Annual
Record Date:  MAR 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James L. Barksdale         For       For        Management
1.2   Elect Director Stephen F. Bollenbach      For       For        Management
1.3   Elect Director Frank J Caufield           For       For        Management
1.4   Elect Director Robert C. Clark            For       For        Management
1.5   Elect Director Jessica P. Einhorn         For       For        Management
1.6   Elect Director Reuben Mark                For       For        Management
1.7   Elect Director Michael A. Miles           For       For        Management
1.8   Elect Director Kenneth J. Novack          For       For        Management
1.9   Elect Director Richard D. Parsons         For       For        Management
1.10  Elect Director Francis T. Vincent, Jr     For       For        Management
1.11  Elect Director Deborah C. Wright          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Adopt Simple Majority Vote Requirement    Against   For        Shareholder
5     Separate Chairman and CEO Positions       Against   Against    Shareholder
6     Develop a Code Vendor of Conduct          Against   Against    Shareholder


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

TORCHMARK CORP.

Ticker:       TMK            Security ID:  891027104
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  MAR 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David L. Boren             For       For        Management
1.2   Elect Director M. Jane Buchan             For       For        Management
1.3   Elect Director Robert W. Ingram           For       For        Management
1.4   Elect Director Harold T. McCormick        For       For        Management
1.5   Elect Director Paul J. Zucconi            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Adopt/Amend Board Diversity Policy        Against   Against    Shareholder


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

TOTAL SA (FORMERLY TOTAL FINA ELF  S.A )

Ticker:       TOT            Security ID:  89151E109
Meeting Date: MAY 12, 2006   Meeting Type: Annual
Record Date:  APR 12, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF PARENT COMPANY FINANCIAL      For       For        Management
      STATEMENTS
2     APPROVAL OF CONSOLIDATED FINANCIAL        For       For        Management
      STATEMENTS
3     ALLOCATION OF EARNINGS, DECLARATION OF    For       For        Management
      DIVIDEND
4     AUTHORIZATION TO BE GIVEN TO THE BOARD OF For       For        Management
      DIRECTORS TO TRANSFER THE SPECIAL
      LONG-TERM CAPITAL GAINS RESERVED TO THE
      ACCOUNT
5     AGREEMENTS COVERED BY ARTICLE L.225-38 OF For       For        Management
      THE FRENCH COMMERCIAL CODE
6     AUTHORIZATION FOR THE BOARD OF DIRECTORS  For       For        Management
      TO TRADE SHARES OF THE COMPANY
7.1   Elect  Director Anne Lauvergeon           For       For        Management
7.2   Elect  Director Daniel Bouton             For       Withhold   Management
7.3   Elect  Director Bertrand Collomb          For       For        Management
7.4   Elect  Director A Jeancourt-Galignani     For       For        Management
7.5   Elect  Director Michel Pebereau           For       Withhold   Management
7.6   Elect  Director Pierre Vaillaud           For       For        Management
7.7   Elect  Director Christophe De Margerie    For       Withhold   Management
8     APPROVAL OF THE ASSET CONTRIBUTION BY THE For       For        Management
      COMPANY TO ARKEMA, GOVERNED BY THE LEGAL
      REGIME APPLICABLE TO DEMERGERS
9     FOUR-FOR-ONE STOCK SPLIT                  For       For        Management
10    AMENDMENT OF ARTICLE 11 -3 OF THE COMPANY For       For        Management
      S ARTICLES OF ASSOCIATION  FIXING THE
      NUMBER OF SHARES OF THE COMPANY
11    RESOLUTION A (NOT APPROVED BY THE BOARD   Against   For        Shareholder
      OF DIRECTORS)
12    RESOLUTION B (NOT APPROVED BY THE BOARD   Against   Against    Shareholder
      OF DIRECTORS)


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

TRIBUNE CO.

Ticker:       TRB            Security ID:  896047107
Meeting Date: MAY 2, 2006    Meeting Type: Annual
Record Date:  MAR 7, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dennis J. FitzSimons       For       For        Management
1.2   Elect Director Betsy D. Holden            For       For        Management
1.3   Elect Director Robert S. Morrison         For       For        Management
1.4   Elect Director William Stinehart, Jr.     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   Against    Shareholder


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

U.S. BANCORP

Ticker:       USB            Security ID:  902973304
Meeting Date: APR 18, 2006   Meeting Type: Annual
Record Date:  FEB 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Peter H. Coors             For       For        Management
1.2   Elect Director Jerry A. Grundhofer        For       For        Management
1.3   Elect Director Patrick T. Stokes          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Declassify the Board of Directors         Against   For        Shareholder
5     Approve Report of the Compensation        Against   For        Shareholder
      Committee


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

UNILEVER N.V.

Ticker:       UN             Security ID:  904784709
Meeting Date: MAY 8, 2006    Meeting Type: Annual
Record Date:  MAR 15, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ADOPTION OF THE ANNUAL ACCOUNTS AND       For       Did Not    Management
      APPROPRIATION OF THE PROFIT FOR THE 2005            Vote
      FINANCIAL YEAR.
2     DISCHARGE OF THE EXECUTIVE DIRECTORS.     For       Did Not    Management
                                                          Vote
3     DISCHARGE OF THE NON-EXECUTIVE DIRECTORS. For       Did Not    Management
                                                          Vote
4     SHARE EQUALIZATION.                       For       Did Not    Management
                                                          Vote
5     APPROVAL: SHARE EQUALIZATION              For       Did Not    Management
                                                          Vote
6     ALTERATION III TO THE ARTICLES OF         For       Did Not    Management
      ASSOCIATION. BOARD OF NOMINATION                    Vote
      PROCEDURE.
7     ALIGNMENT OF DIVIDEND GENERATING CAPACITY For       Did Not    Management
      AND DIVIDEND ENTITLEMENTS.                          Vote
8.1   Elect  Director Pj Cescau                 For       Did Not    Management
                                                          Vote
8.2   Elect  Director Cj Van Der Graaf          For       Did Not    Management
                                                          Vote
8.3   Elect  Director Rd Kugler                 For       Did Not    Management
                                                          Vote
8.4   Elect  Director Rhp Markham               For       Did Not    Management
                                                          Vote
8.5   Elect  Director A Burgmans                For       Did Not    Management
                                                          Vote
8.6   Elect  Director The Lord Brittan          For       Did Not    Management
                                                          Vote
8.7   Elect  Director The Baroness Chalker      For       Did Not    Management
                                                          Vote
8.8   Elect  Director Professor W Dik           For       Did Not    Management
                                                          Vote
8.9   Elect  Director The Lord Simon            For       Did Not    Management
                                                          Vote
8.10  Elect  Director J Van Der Veer            For       Did Not    Management
                                                          Vote
8.11  Elect  Director Ce Golden                 For       Did Not    Management
                                                          Vote
8.12  Elect  Director Dr Be Grote               For       Did Not    Management
                                                          Vote
8.13  Elect  Director J-C Spinetta              For       Did Not    Management
                                                          Vote
8.14  Elect  Director Kj Storm                  For       Did Not    Management
                                                          Vote
9     REMUNERATION OF NON-EXECUTIVE DIRECTORS.  For       Did Not    Management
                                                          Vote
10    Ratify Auditors                           For       Did Not    Management
                                                          Vote
11    DESIGNATION OF THE BOARD OF DIRECTORS AS  For       Did Not    Management
      THE COMPANY BODY AUTHORIZED IN RESPECT OF           Vote
      THE ISSUE OF SHARES IN THE COMPANY.
12    AUTHORIZATION OF THE BOARD OF DIRECTORS   For       Did Not    Management
      TO PURCHASE SHARES IN THE COMPANY AND               Vote
      DEPOSITARY RECEIPTS THEREFOR.


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

VERIZON COMMUNICATIONS

Ticker:       VZ             Security ID:  92343V104
Meeting Date: MAY 4, 2006    Meeting Type: Annual
Record Date:  MAR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James R. Barker            For       For        Management
1.2   Elect Director Richard L. Carrion         For       For        Management
1.3   Elect Director Robert W. Lane             For       For        Management
1.4   Elect Director Sandra O. Moose            For       For        Management
1.5   Elect Director Joseph Neubauer            For       For        Management
1.6   Elect Director Donald T. Nicolaisen       For       For        Management
1.7   Elect Director Thomas H. O'Brien          For       For        Management
1.8   Elect Director Clarence Otis, Jr.         For       For        Management
1.9   Elect Director Hugh B. Price              For       For        Management
1.10  Elect Director Ivan G. Seidenberg         For       For        Management
1.11  Elect Director Walter V. Shipley          For       For        Management
1.12  Elect Director John R. Stafford           For       For        Management
1.13  Elect Director Robert D. Storey           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   For        Shareholder
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
5     Require Majority of Independent Directors Against   For        Shareholder
      on Board
6     Company-Specific-Directors on Common      Against   For        Shareholder
      Boards
7     Separate Chairman and CEO Positions       Against   For        Shareholder
8     Performance-Based and/or Time-Based       Against   For        Shareholder
      Equity Awards
9     Report on Political Contributions         Against   Against    Shareholder


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

VIACOM INC.

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

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


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

WACHOVIA CORP.

Ticker:       WB             Security ID:  929903102
Meeting Date: APR 18, 2006   Meeting Type: Annual
Record Date:  FEB 22, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William H. Goodwin, Jr.    For       Did Not    Management
                                                          Vote
1.2   Elect Director Robert A. Ingram           For       Did Not    Management
                                                          Vote
1.3   Elect Director Mackey J. McDonald         For       Did Not    Management
                                                          Vote
1.4   Elect Director Lanty L. Smith             For       Did Not    Management
                                                          Vote
1.5   Elect Director Ruth G. Shaw               For       Did Not    Management
                                                          Vote
1.6   Elect Director Ernest S. Rady             For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote
3     Submit Severance Agreement (Change in     Against   Did Not    Shareholder
      Control) to shareholder Vote                        Vote
4     Report on Political Contributions         Against   Did Not    Shareholder
                                                          Vote
5     Separate Chairman and CEO Positions       Against   Did Not    Shareholder
                                                          Vote
6     Require a Majority Vote for the Election  Against   Did Not    Shareholder
      of Directors                                        Vote


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

WAL-MART STORES, INC.

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

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


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

WALT DISNEY COMPANY, THE

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

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


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

WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  MAR 7, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lloyd H. Dean              For       For        Management
1.2   Elect Director Susan E. Engel             For       For        Management
1.3   Elect Director Enrique Hernandez, Jr.     For       For        Management
1.4   Elect Director Robert L. Joss             For       For        Management
1.5   Elect Director Richard M. Kovacevich      For       For        Management
1.6   Elect Director Richard D. McCormick       For       For        Management
1.7   Elect Director Cynthia H. Milligan        For       Withhold   Management
1.8   Elect Director Nicholas G. Moore          For       For        Management
1.9   Elect Director Philip J. Quigley          For       Withhold   Management
1.10  Elect Director Donald B. Rice             For       Withhold   Management
1.11  Elect Director Judith M. Runstad          For       For        Management
1.12  Elect Director Stephen W. Sanger          For       For        Management
1.13  Elect Director Susan G. Swenson           For       For        Management
1.14  Elect Director Michael W. Wright          For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
4     Separate Chairman and CEO Positions       Against   Against    Shareholder
5     Compensation- Director Compensation       Against   Against    Shareholder
6     Report on Discrimination in Lending       Against   Against    Shareholder


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

WYETH

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

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

========== END NPX REPORT



                                   SIGNATURES

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

(Registrant): Morgan Stanley Value Fund
             --------------------------



By (Signature and Title):


                                   /s/ Ronald E. Robison

              President and Principal Executive Officer - Office of the Funds
              ---------------------------------------------------------------


Date August 28, 2006
    ----------------














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