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     811-7243
                                   ---------------------------------------------

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

      1221 Avenue of the Americas, New York, New York             10020
- ------------------------------------------------------------ ------------------
        (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:   1/31
                           --------------

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


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

ICA File Number: 811-07243
Reporting Period: 07/01/2005 - 06/30/2006
Morgan Stanley Balanced Income Fund









===================== MORGAN STANLEY BALANCED INCOME FUND ======================


ACE LTD.

Ticker:       ACE            Security ID:  G0070K103
Meeting Date: MAY 18, 2006   Meeting Type: Annual
Record Date:  MAR 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael G. Atieh          For       For        Management
1.2   Elect  Director Mary A. Cirillo           For       For        Management
1.3   Elect  Director Bruce L. Crockett         For       For        Management
1.4   Elect  Director Thomas J. Neff            For       For        Management
1.5   Elect  Director Gary M. Stuart            For       For        Management
2     APPROVAL OF AMENDMENT TO ACE LIMITED      For       For        Management
      EMPLOYEE STOCK PURCHASE PLAN.
3     RATIFICATION OF THE APPOINTMENT OF        For       For        Management
      PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM OF ACE LIMITED FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006.


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AEGON NV

Ticker:       AEG            Security ID:  007924103
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE ADOPTION OF THE ANNUAL    For       For        Management
      ACCOUNTS 2005.
2     APPROVAL OF THE FINAL DIVIDEND 2005.      For       For        Management
3     APPROVAL TO RELEASE THE MEMBERS OF THE    For       For        Management
      EXECUTIVE BOARD FROM LIABILITY FOR THEIR
      DUTIES.
4     APPROVAL TO RELEASE THE MEMBERS OF THE    For       For        Management
      SUPERVISORY BOARD FROM LIABILITY FOR
      THEIR DUTIES.
5     Ratify Auditors                           For       For        Management
6     APPROVAL TO AMEND THE ARTICLES OF         For       For        Management
      INCORPORATION OF THE COMPANY.
7     APPROVAL TO EXTEND THE TERM OF THE        For       For        Management
      REMUNERATION POLICY FOR THE EXECUTIVE
      BOARD.
8     APPROVAL TO RE-APPOINT MR. J.G. VAN DER   For       For        Management
      WERF TO THE EXECUTIVE BOARD.
9     APPROVAL TO APPOINT MR. C.M. SOBEL TO THE For       For        Management
      SUPERVISORY BOARD.
10    APPROVAL TO RE-APPOINT MR. K.J. STORM TO  For       For        Management
      THE SUPERVISORY BOARD.
11    APPROVAL TO GRANT AUTHORIZATION TO ISSUE  For       For        Management
      COMMON SHARES OF THE COMPANY.
12    APPROVAL TO GRANT AUTHORIZATION TO        For       For        Management
      RESTRICT OR EXCLUDE PRE-EMPTIVE RIGHTS
      UPON ISSUING COMMON SHARES OF THE
      COMPANY.
13    APPROVAL TO GRANT AUTHORIZATION TO ISSUE  For       For        Management
      COMMON SHARES OF THE COMPANY UNDER
      INCENTIVE PLANS.
14    APPROVAL TO GRANT AUTHORIZATION TO        For       For        Management
      ACQUIRE SHARES OF THE COMPANY.


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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   For        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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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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APPLERA CORP

Ticker:       CRA            Security ID:  038020103
Meeting Date: OCT 20, 2005   Meeting Type: Annual
Record Date:  SEP 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard H. Ayers           For       For        Management
1.2   Elect Director Jean-Luc Belingard         For       For        Management
1.3   Elect Director Robert H. Hayes            For       For        Management
1.4   Elect Director Arnold J. Levine           For       For        Management
1.5   Elect Director William H. Longfield       For       For        Management
1.6   Elect Director Theodore E. Martin         For       For        Management
1.7   Elect Director Carolyn W. Slayman         For       For        Management
1.8   Elect Director Orin R. Smith              For       For        Management
1.9   Elect Director James R. Tobin             For       For        Management
1.10  Elect Director Tony L. White              For       For        Management
2     Ratify Auditors                           For       For        Management


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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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BAYER AG

Ticker:                      Security ID:  072730302
Meeting Date: APR 28, 2006   Meeting Type: Annual
Record Date:  MAR 22, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     SUBMISSION OF THE APPROVED FINANCIAL      For       For        Management
      STATEMENTS AND CONSOLIDATED FINANCIAL
      STATEMENTS, THE MANAGEMENT REPORTS FOR
      BAYER AG AND FOR THE BAYER GROUP, AND THE
      REPORT OF THE SUPERVISORY BOARD FOR
      FISCAL YEAR 2005: RESOLUTION ON
      DISTRIBUTION OF THE PROFIT
2     RATIFICATION OF THE ACTIONS OF THE        For       For        Management
      MEMBERS OF THE BOARD OF MANAGEMENT
3     RATIFICATION OF THE ACTIONS OF THE        For       For        Management
      MEMBERS OF THE SUPERVISORY BOARD
4     AUTHORIZED CAPITAL I, AMENDMENT OF THE    For       For        Management
      ARTICLES OF INCORPORATION
5     AUTHORIZED CAPITAL II, AMENDMENT OF THE   For       For        Management
      ARTICLES OF INCORPORATION
6     AMENDMENT OF A|16 OF THE ARTICLES OF      For       For        Management
      INCORPORATION (CONDUCT OF THE
      STOCKHOLDERS  MEETING)
7     AUTHORIZATION TO BUY BACK AND SELL        For       For        Management
      COMPANY SHARES
8     APPROVAL OF CONTROL AND PROFIT TRANSFER   For       For        Management
      AGREEMENT BETWEEN BAYER AG AND BAYFIN
      GMBH
9     Ratify Auditors                           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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BP PLC  (FORM. BP AMOCO PLC )

Ticker:       BP             Security ID:  055622104
Meeting Date: APR 20, 2006   Meeting Type: Annual
Record Date:  FEB 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE THE DIRECTORS  ANNUAL REPORT   For       For        Management
      AND THE ACCOUNTS
2     TO APPROVE THE DIRECTORS  REMUNERATION    For       For        Management
      REPORT
3.1   Elect  Director Dr D C Allen              For       For        Management
3.2   Elect  Director Lord Browne               For       For        Management
3.3   Elect  Director Mr J H  Bryan             For       For        Management
3.4   Elect  Director Mr A  Burgmans            For       For        Management
3.5   Elect  Director Mr I C  Conn              For       For        Management
3.6   Elect  Director Mr E B  Davis, Jr         For       For        Management
3.7   Elect  Director Mr D J  Flint             For       For        Management
3.8   Elect  Director Dr B E  Grote             For       For        Management
3.9   Elect  Director Dr A B  Hayward           For       For        Management
3.10  Elect  Director Dr D S  Julius            For       For        Management
3.11  Elect  Director Sir Tom Mckillop          For       For        Management
3.12  Elect  Director Mr J A  Manzoni           For       For        Management
3.13  Elect  Director Dr W E  Massey            For       For        Management
3.14  Elect  Director Sir Ian Prosser           For       For        Management
3.15  Elect  Director Mr M H Wilson             For       For        Management
3.16  Elect  Director Mr P D Sutherland         For       For        Management
4     Ratify Auditors                           For       For        Management
5     SPECIAL RESOLUTION: TO GIVE LIMITED       For       For        Management
      AUTHORITY FOR THE PURCHASE OF ITS OWN
      SHARES BY THE COMPANY
6     TO GIVE AUTHORITY TO ALLOT SHARES UP TO A For       For        Management
      SPECIFIED AMOUNT
7     SPECIAL RESOLUTION: TO GIVE AUTHORITY TO  For       For        Management
      ALLOT A LIMITED NUMBER OF SHARES FOR CASH
      WITHOUT MAKING AN OFFER TO SHAREHOLDERS


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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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CADBURY SCHWEPPES PLC

Ticker:       CSG            Security ID:  127209302
Meeting Date: MAY 18, 2006   Meeting Type: Annual
Record Date:  APR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     FINANCIAL STATEMENTS                      For       For        Management
2     DECLARATION OF FINAL DIVIDEND 2005        For       For        Management
3     DIRECTORS  REMUNERATION REPORT            For       For        Management
4.1   Elect  Director Roger Carr                For       For        Management
4.2   Elect  Director Ken Hanna                 For       For        Management
4.3   Elect  Director Todd Stitzer              For       For        Management
4.4   Elect  Director Lord Patten               For       For        Management
4.5   Elect  Director Baroness Wilcox           For       For        Management
5     Ratify Auditors                           For       For        Management
6     REMUNERATION OF AUDITORS                  For       For        Management
7     APPROVE PROPOSED AMENDMENTS TO THE        For       For        Management
      INTERNATIONAL SHARE AWARD PLAN
8     APPROVE PROPOSED AMENDMENTS TO THE 2004   For       For        Management
      LONG TERM INCENTIVE PLAN
9     AUTHORITY TO ALLOT RELEVANT SECURITIES    For       For        Management
10    AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS  For       For        Management
11    AUTHORITY TO PURCHASE OWN ORDINARY SHARES 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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CHARLES SCHWAB CORP., THE

Ticker:       SCHW           Security ID:  808513105
Meeting Date: MAY 18, 2006   Meeting Type: Annual
Record Date:  MAR 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Nancy H. Bechtle           For       For        Management
1.2   Elect Director C. Preston Butcher         For       For        Management
1.3   Elect Director Marjorie Magner            For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Report on Impact of Flat Tax              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     Submit Severance Agreement (Change in     Against   Against    Shareholder
      Control) to shareholder Vote


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CHIRON CORP.

Ticker:       CHIR           Security ID:  170040109
Meeting Date: APR 19, 2006   Meeting Type: Special
Record Date:  MAR 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Other Business                            For       Against    Management
3     Adjourn Meeting                           For       For        Management


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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


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CIGNA CORP.

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

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


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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


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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


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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


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

CONOCOPHILLIPS

Ticker:       COP            Security ID:  20825C104
Meeting Date: MAY 10, 2006   Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard L. Armitage        For       For        Management
1.2   Elect Director Richard H. Auchinleck      For       For        Management
1.3   Elect Director Harald J. Norvik           For       For        Management
1.4   Elect Director William K. Reilly          For       For        Management
1.5   Elect Director Victoria J. Tschinkel      For       For        Management
1.6   Elect Director Kathryn C. Turner          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report Damage Resulting From Drilling     Against   Against    Shareholder
      Inside the National Petroleum Reserve
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
5     Submit Supplemental Executive Retirement  Against   Against    Shareholder
      Plans to Shareholder vote
6     Report Accountability for Company's       Against   Against    Shareholder
      Environmental Impacts due to Operation
        7 Non-Employee Director Compensation Against Against Shareholder


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

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


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

ELI LILLY AND CO.

Ticker:       LLY            Security ID:  532457108
Meeting Date: APR 24, 2006   Meeting Type: Annual
Record Date:  FEB 15, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Martin S. Feldstein, Ph.D. For       For        Management
1.2   Elect Director J. Erik Fyrwald            For       For        Management
1.3   Elect Director Ellen R. Marram            For       For        Management
1.4   Elect Director Sidney Taurel              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Animal Welfare Policy           Against   Against    Shareholder
4     Separate Chairman and CEO Positions       Against   For        Shareholder
5     Declassify the Board of Directors         Against   For        Shareholder
6     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

ENTERGY CORP.

Ticker:       ETR            Security ID:  29364G103
Meeting Date: MAY 12, 2006   Meeting Type: Annual
Record Date:  MAR 14, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Maureen Scannell Bateman   For       For        Management
1.2   Elect Director W. Frank Blount            For       For        Management
1.3   Elect Director Simon D. Debree            For       For        Management
1.4   Elect Director Gary W. Edwards            For       For        Management
1.5   Elect Director Alexis Herman              For       For        Management
1.6   Elect Director Donald C. Hintz            For       For        Management
1.7   Elect Director J. Wayne Leonard           For       For        Management
1.8   Elect Director Stuart L. Levenick         For       For        Management
1.9   Elect Director Robert v.d. Luft           For       For        Management
1.10  Elect Director James R. Nichols           For       For        Management
1.11  Elect Director William A. Percy, II       For       For        Management
1.12  Elect Director W. J. Tauzin               For       For        Management
1.13  Elect Director Steven V. Wilkinson        For       For        Management
2     Reduce Supermajority Vote Requirement     For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Ratify Auditors                           For       For        Management
5     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

EXELON CORP.

Ticker:       EXC            Security ID:  30161N101
Meeting Date: JUL 22, 2005   Meeting Type: Annual
Record Date:  MAY 2, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition
2.1   Elect Director Edward A. Brennan          For       For        Management
2.2   Elect Director Bruce De Mars              For       For        Management
2.3   Elect Director Nelson A. Diaz             For       For        Management
2.4   Elect Director John W. Rowe               For       For        Management
2.5   Elect Director Ronald Rubin               For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Ratify Auditors                           For       For        Management
5     Approve Omnibus Stock Plan                For       For        Management
6     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
7     Adjourn Meeting                           For       Against    Management


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

EXXON MOBIL CORP.

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 31, 2006   Meeting Type: Annual
Record Date:  APR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael J. Boskin          For       Withhold   Management
1.2   Elect Director William W. George          For       For        Management
1.3   Elect Director James R. Houghton          For       Withhold   Management
1.4   Elect Director William R. Howell          For       Withhold   Management
1.5   Elect Director Reatha Clark King          For       Withhold   Management
1.6   Elect Director Philip E. Lippincott       For       For        Management
1.7   Elect Director Henry A. McKinnell, Jr.    For       Withhold   Management
1.8   Elect Director Marilyn Carlson Nelson     For       For        Management
1.9   Elect Director Samuel J. Palmisano        For       For        Management
1.10  Elect Director Walter V. Shipley          For       For        Management
1.11  Elect Director J. Stephen Simon           For       For        Management
1.12  Elect Director Rex W. Tillerson           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Provide for Cumulative Voting             Against   For        Shareholder
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
5     Company-Specific-Nominate Independent     Against   For        Shareholder
      Director with Industry Experience
6     Require Director Nominee Qualifications   Against   For        Shareholder
7     Non-Employee Director Compensation        Against   Against    Shareholder
8     Separate Chairman and CEO Positions       Against   Against    Shareholder
9     Review Executive Compensation             Against   Against    Shareholder
10    Link Executive Compensation to Social     Against   Against    Shareholder
      Issues
11    Report on Political Contributions         Against   Against    Shareholder
12    Report on Charitable Contributions        Against   Against    Shareholder
13    Amend Equal Employment Opportunity Policy Against   Against    Shareholder
      to Prohibit Discrimination Based on
      Sexual Orientation
14    Report on Damage Resulting from Drilling  Against   Against    Shareholder
      for Oil and gas in Protected Areas
15    Report Accountability for Company's       Against   Against    Shareholder
      Environmental Impacts due to Operation


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

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


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

FRANCE TELECOM SA

Ticker:       FTE            Security ID:  35177Q105
Meeting Date: APR 21, 2006   Meeting Type: Annual
Record Date:  MAR 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE STATUTORY FINANCIAL       For       For        Management
      STATEMENTS FOR THE FINANCIAL YEAR ENDED
      DECEMBER 31, 2005
2     APPROVAL OF CONSOLIDATED FINANCIAL        For       For        Management
      STATEMENTS FOR THE FINANCIAL YEAR ENDED
      31 DECEMBER 2005
3     ALLOCATION OF THE RESULTS FOR THE         For       For        Management
      FINANCIAL YEAR ENDED DECEMBER 31, 2005,
      AS STATED IN THE STATUTORY FINANCIAL
      STATEMENTS
4     APPROVAL OF THE AGREEMENTS REFERRED TO IN For       For        Management
      ARTICLE L. 225-38 OF THE FRENCH
      COMMERCIAL CODE
5     AUTHORIZATION GRANTED TO THE BOARD OF     For       For        Management
      DIRECTORS TO PURCHASE, RETAIN OR TRANSFER
      FRANCE TELECOM SHARES
6     AMENDMENT OF ARTICLE 15 OF THE BY-LAWS IN For       For        Management
      ORDER TO BRING IT INTO CONFORMITY WITH
      ARTICLE L. 225-37 OF THE FRENCH CODE
7     AMENDMENT OF ARTICLE 21 OF THE BY-LAWS IN For       For        Management
      ORDER TO BRING IT INTO COMFORMITY WITH L
      225-96 AND L 225-98 OF THE FRENCH CODE
8     TO ISSUE THE SHARES RESERVED FOR PERSONS  For       For        Management
      SIGNING A LIQUIDITY AGREEMENT WITH THE
      COMPANY
9     TO PROCEED WITH THE FREE ISSUANCE OF      For       Against    Management
      OPTION-BASED LIQUIDITY INSTRUMENTS
      RESERVED FOR HOLDERS OF STOCK OPTIONS OF
      ORANGE S.A.
10    TO PROCEED WITH CAPITAL INCREASES         For       Against    Management
      RESERVED FOR MEMBERS OF THE FRANCE
      TELECOM GROUP SAVINGS PLAN
11    AUTHORIZATION TO THE BOARD OF DIRECTORS   For       For        Management
      TO REDUCE THE SHARE CAPITAL THROUGH THE
      CANCELLATION OF ORDINARY SHARES
12    DELEGATION OF AUTHORITY TO THE BOARD OF   For       Against    Management
      DIRECTORS TO ALLOCATE, FREE OF CHARGE,
      ORDINARY SHARES
13    POWERS FOR FORMALITIES                    For       For        Management


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

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


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

GENERAL ELECTRIC CO.

Ticker:       GE             Security ID:  369604103
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  FEB 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James I. Cash, Jr.         For       For        Management
1.2   Elect Director Sir William M. Castell     For       For        Management
1.3   Elect Director Ann M. Fudge               For       For        Management
1.4   Elect Director Claudio X. Gonzalez        For       For        Management
1.5   Elect Director Jeffrey R. Immelt          For       For        Management
1.6   Elect Director Andrea Jung                For       For        Management
1.7   Elect Director Alan G. Lafley             For       For        Management
1.8   Elect Director Robert W. Lane             For       For        Management
1.9   Elect Director Ralph S. Larsen            For       For        Management
1.10  Elect Director Rochelle B. Lazarus        For       For        Management
1.11  Elect Director Sam Nunn                   For       For        Management
1.12  Elect Director Roger S. Penske            For       For        Management
1.13  Elect Director Robert J. Swieringa        For       For        Management
1.14  Elect Director Douglas A. Warner, III     For       For        Management
1.15  Elect Director Robert C. Wright           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   Against    Shareholder
4     Adopt Policy on Overboarded Directors     Against   Against    Shareholder
5     Company-Specific -- One Director from the Against   Against    Shareholder
      Ranks of the Retirees
6     Separate Chairman and CEO Positions       Against   Against    Shareholder
7     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
8     Report on Environmental Policies          Against   Against    Shareholder


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

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)


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

GOLDMAN SACHS GROUP, INC., THE

Ticker:       GS             Security ID:  38141G104
Meeting Date: MAR 31, 2006   Meeting Type: Annual
Record Date:  JAN 30, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lloyd C. Blankfein         For       For        Management
1.2   Elect Director Lord Browne Ofmadingley    For       For        Management
1.3   Elect Director John H. Bryan              For       For        Management
1.4   Elect Director Claes Dahlback             For       For        Management
1.5   Elect Director Stephen Friedman           For       For        Management
1.6   Elect Director William W. George          For       For        Management
1.7   Elect Director James A. Johnson           For       For        Management
1.8   Elect Director Lois D. Juliber            For       For        Management
1.9   Elect Director Edward M. Liddy            For       For        Management
1.10  Elect Director Henry M. Paulson, Jr.      For       For        Management
1.11  Elect Director Ruth J. Simmons            For       For        Management
2     Amend Restricted Partner Compensation     For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


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

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


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

HONDA MOTOR CO. LTD.

Ticker:       7267           Security ID:  438128308
Meeting Date: JUN 23, 2006   Meeting Type: Annual
Record Date:  MAR 30, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF PROPOSAL FOR APPROPRIATION OF For       For        Management
      RETAINED EARNINGS FOR THE 82ND FISCAL
      YEAR.
2     PARTIAL AMENDMENTS TO THE ARTICLES OF     For       Against    Management
      INCORPORATION.
3.1   Elect  Director Takeo Fukui               For       For        Management
3.2   Elect  Director Satoshi Aoki              For       For        Management
3.3   Elect  Director Minoru Harada             For       For        Management
3.4   Elect  Director Motoatsu Shiraishi        For       For        Management
3.5   Elect  Director Satoshi Dobashi           For       For        Management
3.6   Elect  Director Atsuyoshi Hyogo           For       For        Management
3.7   Elect  Director Satoshi Toshida           For       For        Management
3.8   Elect  Director Koki Hirashima            For       For        Management
3.9   Elect  Director Koichi Kondo              For       For        Management
3.10  Elect  Director Toru Onda                 For       For        Management
3.11  Elect  Director Akira Takano              For       For        Management
3.12  Elect  Director Mikio Yoshimi             For       For        Management
3.13  Elect  Director Shigeru Takagi            For       For        Management
3.14  Elect  Director Hiroshi Kuroda            For       For        Management
3.15  Elect  Director Satoru Kishi              For       For        Management
3.16  Elect  Director Kensaku Hogen             For       For        Management
3.17  Elect  Director Hiroyuki Yoshino          For       For        Management
3.18  Elect  Director Tetsuo Iwamura            For       For        Management
3.19  Elect  Director Tatsuhiro Oyama           For       For        Management
3.20  Elect  Director Fumihiko Ike              For       For        Management
4     PAYMENT OF BONUS TO DIRECTORS AND         For       For        Management
      CORPORATE AUDITORS FOR THE 82ND FISCAL
      YEAR.
5     PRESENTATION OF RETIREMENT ALLOWANCE TO   For       For        Management
      RETIRING DIRECTOR FOR HIS RESPECTIVE
      SERVICES.


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

INGERSOLL-RAND COMPANY LIMITED

Ticker:       IR             Security ID:  G4776G101
Meeting Date: JUN 7, 2006    Meeting Type: Annual
Record Date:  APR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director T.E. Martin               For       Withhold   Management
1.2   Elect  Director P. Nachtigal              For       For        Management
1.3   Elect  Director R.J. Swift                For       For        Management
2     Ratify Auditors                           For       For        Management


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

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


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

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


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

KOHL'S CORP.

Ticker:       KSS            Security ID:  500255104
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jay H. Baker               For       For        Management
1.2   Elect Director Steven A. Burd             For       For        Management
1.3   Elect Director Kevin Mansell              For       For        Management
1.4   Elect Director Peter M. Sommerhauser      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

MARSH & MCLENNAN COMPANIES, INC.

Ticker:       MMC            Security ID:  571748102
Meeting Date: MAY 18, 2006   Meeting Type: Annual
Record Date:  MAR 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Leslie M. Baker, Jr.       For       For        Management
1.2   Elect Director Gwendolyn S. King          For       For        Management
1.3   Elect Director Marc D. Oken               For       For        Management
1.4   Elect Director David A. Olsen             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


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

MBNA CORP.

Ticker:       KRB            Security ID:  55262L100
Meeting Date: NOV 3, 2005    Meeting Type: Special
Record Date:  SEP 2, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       Against    Management


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

MCDONALD'S CORP.

Ticker:       MCD            Security ID:  580135101
Meeting Date: MAY 25, 2006   Meeting Type: Annual
Record Date:  MAR 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert A. Eckert           For       For        Management
1.2   Elect Director Enrique Hernandez, Jr.     For       For        Management
1.3   Elect Director Jeanne P. Jackson          For       For        Management
1.4   Elect Director Richard H. Lenny           For       For        Management
1.5   Elect Director Andrew J. McKenna          For       For        Management
1.6   Elect Director Sheila A. Penrose          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Severance Agreement (Change in     Against   For        Shareholder
      Control) to shareholder Vote
4     Identify Food Products Manufactured or    Against   Against    Shareholder
      Sold that Contain Genetically Engineered
      Ingredients


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

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


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

MGIC INVESTMENT CORP.

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

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


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

MICRON TECHNOLOGY, INC.

Ticker:       MU             Security ID:  595112103
Meeting Date: DEC 6, 2005    Meeting Type: Annual
Record Date:  OCT 12, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Steven R. Appleton         For       For        Management
1.2   Elect Director James W. Bagley            For       For        Management
1.3   Elect Director Mercedes Johnson           For       Withhold   Management
1.4   Elect Director Robert A. Lothrop          For       For        Management
1.5   Elect Director Lawrence N. Mondry         For       For        Management
1.6   Elect Director Gordon C. Smith            For       For        Management
1.7   Elect Director William P. Weber           For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

MOTOROLA, INC.

Ticker:       MOT            Security ID:  620076109
Meeting Date: MAY 1, 2006    Meeting Type: Annual
Record Date:  MAR 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director E. Zander                  For       For        Management
1.2   Elect Director H.L. Fuller                For       For        Management
1.3   Elect Director J. Lewent                  For       For        Management
1.4   Elect Director T. Meredith                For       For        Management
1.5   Elect Director N. Negroponte              For       For        Management
1.6   Elect Director I. Nooyi                   For       For        Management
1.7   Elect Director S. Scott, III              For       For        Management
1.8   Elect Director R. Sommer                  For       For        Management
1.9   Elect Director J. Stengel                 For       For        Management
1.10  Elect Director D. Warner, III             For       For        Management
1.11  Elect Director J. White                   For       For        Management
1.12  Elect Director M. White                   For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Submit Shareholder Rights Plan (Poison    Against   Against    Shareholder
      Pill) to Shareholder Vote


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

NEWMONT MINING CORP. (HOLDING COMPANY)

Ticker:       NEM            Security ID:  651639106
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Glen A. Barton             For       For        Management
1.2   Elect Director Vincent A. Calarco         For       For        Management
1.3   Elect Director Noreen Doyle               For       For        Management
1.4   Elect Director Veronica M. Hagen          For       For        Management
1.5   Elect Director Michael S. Hamson          For       For        Management
1.6   Elect Director Leo I. Higdon, Jr.         For       For        Management
1.7   Elect Director Pierre Lassonde            For       For        Management
1.8   Elect Director Robert J. Miller           For       For        Management
1.9   Elect Director Wayne W. Murdy             For       For        Management
1.10  Elect Director Robin A. Plumbridge        For       For        Management
1.11  Elect Director John B. Prescott           For       For        Management
1.12  Elect Director Donald C. Roth             For       For        Management
1.13  Elect Director Seymour Schulich           For       For        Management
1.14  Elect Director James V. Taranik           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Provide for an Independent Chairman       Against   For        Shareholder


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

NEXTEL COMMUNICATIONS, INC.

Ticker:       NXTL           Security ID:  65332V103
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     Adjourn Meeting                           For       For        Management
3.1   Elect Director Timothy M. Donahue         For       For        Management
3.2   Elect Director Frank M. Drendel           For       For        Management
3.3   Elect Director William E. Kennard         For       For        Management
4     Ratify Auditors                           For       For        Management
5     Approve Omnibus Stock Plan                For       For        Management


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

NORTHROP GRUMMAN CORP.

Ticker:       NOC            Security ID:  666807102
Meeting Date: MAY 17, 2006   Meeting Type: Annual
Record Date:  MAR 21, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John T. Chain, Jr.         For       For        Management
1.2   Elect Director Vic Fazio                  For       For        Management
1.3   Elect Director Stephen E. Frank           For       For        Management
1.4   Elect Director Charles R. Larson          For       Withhold   Management
1.5   Elect Director Richard B. Myers           For       For        Management
1.6   Elect Director Ronald D. Sugar            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Articles/Bylaws/Charter-Non-Routine For       For        Management
4     Separate Chairman and CEO Positions       Against   Against    Shareholder


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

OFFICE DEPOT, INC.

Ticker:       ODP            Security ID:  676220106
Meeting Date: MAY 12, 2006   Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lee A. Ault, III           For       For        Management
1.2   Elect Director Neil R. Austrian           For       For        Management
1.3   Elect Director David W. Bernauer          For       For        Management
1.4   Elect Director Abelardo E. Bru            For       For        Management
1.5   Elect Director David I. Fuente            For       Withhold   Management
1.6   Elect Director Brenda J. Gaines           For       For        Management
1.7   Elect Director Myra M. Hart               For       For        Management
1.8   Elect Director W. Scott Hedrick           For       For        Management
1.9   Elect Director Michael J. Myers           For       For        Management
1.10  Elect Director Steve Odland               For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

PARKER-HANNIFIN CORP.

Ticker:       PH             Security ID:  701094104
Meeting Date: OCT 26, 2005   Meeting Type: Annual
Record Date:  AUG 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William E. Kassling       For       For        Management
1.2   Elect  Director Peter W. Likins           For       For        Management
1.3   Elect  Director Joseph M. Scaminace       For       For        Management
1.4   Elect  Director Wolfgang R. Schmitt       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   Against    Shareholder


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

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


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

PMI GROUP, INC., THE

Ticker:       PMI            Security ID:  69344M101
Meeting Date: MAY 18, 2006   Meeting Type: Annual
Record Date:  MAR 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mariann Byerwalter         For       For        Management
1.2   Elect Director James C. Castle            For       For        Management
1.3   Elect Director Carmine Guerro             For       For        Management
1.4   Elect Director W. Roger Haughton          For       For        Management
1.5   Elect Director Wayne E. Hedien            For       For        Management
1.6   Elect Director Louis G. Lower, II         For       For        Management
1.7   Elect Director Raymond L. Ocampo, Jr.     For       For        Management
1.8   Elect Director John D. Roach              For       For        Management
1.9   Elect Director Kenneth T. Rosen           For       For        Management
1.10  Elect Director Steven L. Scheid           For       For        Management
1.11  Elect Director L. Stephen Smith           For       For        Management
1.12  Elect Director Jose H. Villarreal         For       For        Management
1.13  Elect Director Mary Lee Widener           For       For        Management
1.14  Elect Director Ronald H. Zech             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan


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

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


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

RAYTHEON CO.

Ticker:       RTN            Security ID:  755111507
Meeting Date: MAY 3, 2006    Meeting Type: Annual
Record Date:  MAR 9, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Barbara M. Barrett         For       For        Management
1.2   Elect Director Vernon E. Clark            For       For        Management
1.3   Elect Director Ferdinand                  For       For        Management
      Colloredo-Mansfeld
1.4   Elect Director John M. Deutch             For       For        Management
1.5   Elect Director Frederic M. Poses          For       For        Management
1.6   Elect Director Michael C. Ruettgers       For       For        Management
1.7   Elect Director Ronald L. Skates           For       For        Management
1.8   Elect Director William R. Spivey          For       For        Management
1.9   Elect Director Linda G. Stuntz            For       For        Management
1.10  Elect Director William H. Swanson         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   For        Shareholder
      of Directors
5     Provide for Cumulative Voting             Against   For        Shareholder
6     Submit Supplemental Executive Retirement  Against   For        Shareholder
      Plans to Shareholder vote
7     Separate Chairman and CEO Positions       Against   For        Shareholder


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

ROYAL DUTCH SHELL PLC

Ticker:       RDS            Security ID:  780259206
Meeting Date: MAY 16, 2006   Meeting Type: Annual
Record Date:  MAR 30, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ADOPTION OF ANNUAL REPORT AND ACCOUNTS    For       For        Management
2     APPROVAL OF REMUNERATION REPORT           For       For        Management
3.1   Elect  Director Jorma Ollila              For       For        Management
3.2   Elect  Director Nick Land                 For       For        Management
3.3   Elect  Director Lord Kerr                 For       For        Management
3.4   Elect  Director Jeroen Van Der Veer       For       For        Management
3.5   Elect  Director Rob Routs                 For       For        Management
3.6   Elect  Director Wim Kok                   For       For        Management
4     Ratify Auditors                           For       For        Management
5     REMUNERATION OF AUDITORS                  For       For        Management
6     AUTHORITY TO ALLOT SHARES                 For       For        Management
7     DISAPPLICATION OF PRE-EMPTION RIGHTS      For       For        Management
8     AUTHORITY TO PURCHASE OWN SHARES          For       For        Management
9     AUTHORITY FOR CERTAIN DONATIONS AND       For       For        Management
      EXPENDITURE
10    SHAREHOLDER RESOLUTION                    Against   Against    Shareholder


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

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


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

SCHLUMBERGER LTD.

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 12, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J. Deutch                 For       For        Management
1.2   Elect  Director J.S. Gorelick             For       For        Management
1.3   Elect  Director A. Gould                  For       For        Management
1.4   Elect  Director T. Isaac                  For       For        Management
1.5   Elect  Director A. Lajous                 For       For        Management
1.6   Elect  Director A. Levy-Lang              For       For        Management
1.7   Elect  Director M.E. Marks                For       For        Management
1.8   Elect  Director D. Primat                 For       For        Management
1.9   Elect  Director T.I. Sandvold             For       For        Management
1.10  Elect  Director N. Seydoux                For       For        Management
1.11  Elect  Director L.G. Stuntz               For       For        Management
1.12  Elect  Director R. Talwar                 For       For        Management
2     ADOPTION AND APPROVAL OF FINANCIALS AND   For       For        Management
      DIVIDENDS
3     ADOPTION OF AMENDMENT TO THE ARTICLES OF  For       For        Management
      INCORPORATION
4     APPROVAL OF AMENDMENT AND RESTATEMENT OF  For       For        Management
      THE SCHLUMBERGER 2005 STOCK OPTION PLAN
5     APPROVAL OF INDEPENDENT REGISTERED PUBLIC For       For        Management
      ACCOUNTING FIRM


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

SIEMENS AG

Ticker:       SI             Security ID:  826197501
Meeting Date: JAN 26, 2006   Meeting Type: Annual
Record Date:  DEC 9, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO CONSIDER AND VOTE UPON APPROPRIATION   For       For        Management
      OF THE NET INCOME OF SIEMENS AG TO PAY A
      DIVIDEND
2     TO RATIFY THE ACTS OF THE MANAGING BOARD  For       For        Management
3     TO RATIFY THE ACTS OF THE SUPERVISORY     For       For        Management
      BOARD
4     Ratify Auditors                           For       For        Management
5     TO CONSIDER AND VOTE UPON A RESOLUTION    For       For        Management
      AUTHORIZING THE ACQUISITION AND USE OF
      SIEMENS SHARES AND THE EXCLUSION OF
      SHAREHOLDERS  PREEMPTIVE AND TENDER
      RIGHTS
6     TO CONSIDER AND VOTE UPON THE CREATION OF For       For        Management
      AN AUTHORIZED CAPITAL 2006 RESERVED FOR
      THE ISSUANCE OF SHARES TO EMPLOYEES AND
      THE AUTHORIZATION TO USE SIEMENS SHARES
7     TO CONSIDER AND VOTE UPON AMENDMENTS TO   For       For        Management
      THE ARTICLES OF ASSOCIATION TO ADJUST TO
      NEW LEGISLATION


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

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


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

STATE STREET CORP. (BOSTON)

Ticker:       STT            Security ID:  857477103
Meeting Date: APR 19, 2006   Meeting Type: Annual
Record Date:  FEB 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director T. Albright                For       For        Management
1.2   Elect Director K. Burnes                  For       For        Management
1.3   Elect Director N. Darehshori              For       For        Management
1.4   Elect Director A. Goldstein               For       For        Management
1.5   Elect Director D. Gruber                  For       For        Management
1.6   Elect Director L. Hill                    For       For        Management
1.7   Elect Director C. LaMantia                For       For        Management
1.8   Elect Director R. Logue                   For       For        Management
1.9   Elect Director R. Sergel                  For       For        Management
1.10  Elect Director R. Skates                  For       For        Management
1.11  Elect Director G. Summe                   For       For        Management
1.12  Elect Director D. Walsh                   For       For        Management
1.13  Elect Director R. Weissman                For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management
5     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


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

SYMANTEC CORP.

Ticker:       SYMC           Security ID:  871503108
Meeting Date: SEP 16, 2005   Meeting Type: Annual
Record Date:  JUL 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gary L. Bloom              For       For        Management
1.2   Elect Director Michael Brown              For       For        Management
1.3   Elect Director William T. Coleman         For       For        Management
1.4   Elect Director David L. Mahoney           For       For        Management
1.5   Elect Director Robert S. Miller           For       For        Management
1.6   Elect Director George Reyes               For       For        Management
1.7   Elect Director David Roux                 For       For        Management
1.8   Elect Director Daniel H. Schulman         For       For        Management
1.9   Elect Director John W. Thompson           For       For        Management
1.10  Elect Director V. Paul Unruh              For       For        Management
2     Ratify Auditors                           For       For        Management


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

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


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

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.


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

VALERO ENERGY CORP.

Ticker:       VLO            Security ID:  91913Y100
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jerry D. Choate            For       For        Management
1.2   Elect Director William R. Klesse          For       For        Management
1.3   Elect Director Donald L. Nickles          For       For        Management
1.4   Elect Director Susan Kaufman Purcell      For       For        Management
2     Ratify Auditors                           For       For        Management


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

VALERO ENERGY CORP.

Ticker:       VLO            Security ID:  91913Y100
Meeting Date: DEC 1, 2005    Meeting Type: Special
Record Date:  NOV 2, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Increase Authorized Common Stock          For       For        Management


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

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   Against    Shareholder
      on Board
       6 Company-Specific-Directors on Common Against Against Shareholder
                                     Boards
7     Separate Chairman and CEO Positions       Against   For        Shareholder
8     Performance-Based and/or Time-Based       Against   Against    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


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

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


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

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   For        Shareholder
9     Adopt Simple Majority Vote Requirement    Against   Against    Shareholder


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

XL CAPITAL LTD (FORMERLY EXEL LTD. )

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

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

========== 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 Balanced Income Fund
               ----------------------------------------------------------------

By (Signature and Title):
                                          /s/ Ronald E. Robison

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


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