abrdn Healthcare Investors

Regulatory Filings • Nov 18, 2005

N-PX/A 1 a05-20609_1npxa.htm AMENDMENT

| UNITED
STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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Number: 3235-0582 |
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*FORM N-PX*

*ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY*

Investment Company Act file number *811- 04889*

*H&Q Healthcare Investors*

(Exact name of registrant as specified in charter)

30 Rowes Wharf, Boston, MA	02110
(Address of principal executive offices)	(Zip code)

*Kathleen Eckert H&Q Healthcare Investors 30 Rowes Wharf, Boston MA 02110*

(Name and address of agent for service)

Registrant’s telephone number, including area code: *617 772-8500*

Date of fiscal year end: *September 30*

Date of reporting period: *7/1/04 – 6/30/05*

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

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

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*Item 1. Proxy Voting Record.*

| CUSIP | Symbol | Company
Name | |
| --- | --- | --- | --- |
| 004225108 | ACAD | Acadia
Pharmaceuticals, Inc. | |
| Meeting Date: | 6/10/2005 | Meeting Type: | Annual |
| Record Date: | 4/15/2005 | | |

#	Proposal	Mgt Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Mary Ann Gray	For	Yes	For	Mgt.
1	Elect Director Lester J. Kaplan	For	Yes	For	Mgt.
1	Elect Director Martien Van Osch	For	Yes	For	Mgt.
2	To ratify the selection of PricewaterhouseCoopers LLP as our independent
registered public accounting firm for the fiscal year ending December 31,
2005	For	Yes	For	Mgt.

00724X102 — Meeting Date:	ADLR — 6/16/2005
Record Date:	4/18/2005

#	Proposal	Mgt Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Armando Anido	For	Yes	For	Mgt.
1	Elect Director George V. Hager, Jr.	For	Yes	For	Mgt.
2	To ratify KPMG LLP as our independent registered public accounting
firm	For	Yes	For	Mgt.

	Agensys, Inc.
Action by written consent:	10/6/2004

#	Proposal	Mgt Recommends	Voted	Sponsor
1	Approval of amended and
restated articles of incorporation	For	No	Mgt.
2	Approval of terms and
provisions of financing	For	No	Mgt.
3	Approval of the amendment
to the 1997 Equity Incentive and adoption of the 2004 Equity Incentive Plan	For	No	Mgt.
4	Waiver of notice and right
of first refusal	For	No	Mgt.

| | Agilix
Corporation |
| --- | --- |
| Action by
written consent: | 6/2005 |

#	Proposal	Mgt Recommends	Voted	Vote Cast	Sponsor
1	To elect director Dominic
J. Rodrigues	For	Yes	Yes	Mgt.
2	Ratification of business
reorganization	For	Yes	Yes	Mgt.

031162100 — Meeting Date:	AMGN — 5/11/2005
Record Date:	3/18/2005

| # | Proposal | Mgt
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director Dr. David Baltimore | For | Yes | For | Mgt. |
| 1 | Elect Director Judith C. Pelham | For | Yes | For | Mgt. |
| 1 | Elect Director Kevin W. Sharer | For | Yes | For | Mgt. |
| 2 | Ratify Ernst & Young as independent registered public accountants | For | Yes | For | Mgt. |
| 3 | Stockholder proposal to end the use of animal-based testing | Against | Yes | Against | Stockholder |
| 3 | Stockholder proposal requesting executive compensation review | Against | Yes | Against | Stockholder |
| 3 | Stockholder proposal to adopt a policy that requires senior executives
to retain a significant number of shares obtained through compensation plans. | Against | Yes | Against | Stockholder |

032346207 — Meeting Date:	AMLN — 5/25/2005
Record Date:	4/18/2005

#	Proposal	Mgt Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Vaugh D. Bryson	For	Yes	For	Mgt.
1	Elect Director Joseph C. Cook, Jr.	For	Yes	For	Mgt.
1	Elect Director Kevin W. Sharer	For	Yes	For	Mgt.
1	Elect Director Ginger L. Graham	For	Yes	For	Mgt.
1	Elect Director Howard E. Greene, Jr.	For	Yes	For	Mgt.
1	Elect Director Terrance H. Gregg	For	Yes	For	Mgt.
1	Elect Director Jay S. Skyler	For	Yes	For	Mgt.
1	Elect Director Joseph P. Sullivan	For	Yes	For	Mgt.
1	Elect Director Thomas R. Testman	For	Yes	For	Mgt.
1	Elect Director James N. Wilson	For	Yes	For	Mgt.
2	Approve increase of 7,000,000 shares of common stock authorized for
issuance under the 2001 equity incentive plan	For	Yes	For	Mgt.
3	To ratify Ernst & Young LLP as independent registered public
accountants for the fiscal year ending December 31, 2005	For	Yes	For	Mgt.

04033A100 — Meeting Date:	ARIA — 6/16/2005
Record Date:	4/21/2005

| # | Proposal | Mgt
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director Jay R. Lamarche | For | Yes | For | Mgt. |
| 1 | Elect Director Sandford D. Smith | For | Yes | For | Mgt. |
| 1 | Elect Director Elizabeth H.S. Wyatt | For | Yes | For | Mgt. |
| 2 | To ratify Deloitte & Touche LLP as our independent
registered public accounting firm for the year ending December 31, 2005 | For | Yes | For | Mgt. |

| | Avalon
Pharmaceuticas, Inc. |
| --- | --- |
| Action by
written consent: | 4/21/2005 |

#	Proposal	Mgt Recommends	Voted	Vote Cast	Sponsor
1	First amendment to
convertible promissory note	For	Yes	Yes	Mgt.

| | Avalon
Pharmaceuticas, Inc. |
| --- | --- |
| Action by
written consent: | 4/21/2005 |

#	Proposal	Mgt Recommends	Voted	Vote Cast	Sponsor
1	Approve and adopt the
Certificate of amendment to the amended and restated certificate of
incorporation dated October 16, 2001	For	Yes	Yes	Mgt.
2	Consent to the first
amendment to the convertible promissory note	For	Yes	Yes	Mgt.
3	Waive any notice	For	Yes	Yes	Mgt.
4	Agree that this waiver and
consent may be executed in counterparts.	For	Yes	Yes	Mgt.

| | Avalon
Pharmaceuticas, Inc. |
| --- | --- |
| Action by
written consent: | 4/21/2005 |

#	Proposal	Mgt Recommends	Voted	Vote Cast	Sponsor
1	Consent to proceeding to
complete an initial public offering of the Corporation’s common stock	For	Yes	Yes	Mgt.
2	Consent to termination by
the Corporation of the Stocholders’ agreement	For	Yes	Yes	Mgt.
3	Consent to increase the
option pool	For	Yes	Yes	Mgt.
4	Consent to the adoption of
a new 2005 equity plan	For	Yes	Yes	Mgt.
5	Agree that this waiver and
consent may be executed in counterparts	For	Yes	Yes	Mgt.

068306109 — Meeting Date:	BRL — 10/28/2004
Record Date:	9/3/2004

| # | Proposal | Mgt
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director Bruce L. Downey | For | Yes | For | Mgt. |
| 1 | Elect Director Paul M. Bisaro | For | Yes | For | Mgt. |
| 1 | Elect Director Carole S. Ben-Malmon | For | Yes | For | Mgt. |
| 1 | Elect Director George P. Stephan | For | Yes | For | Mgt. |
| 1 | Elect Director Jack M. Kay | For | Yes | For | Mgt. |
| 1 | Elect Director Harold N. Chefitz | For | Yes | For | Mgt. |
| 1 | Elect Director Richard R. Frankovic | For | Yes | For | Mgt. |
| 1 | Elect Director Peter R. Seaver | For | Yes | For | Mgt. |
| 1 | Elect Director James S. Gillmore, III | For | Yes | For | Mgt. |
| 2 | To ratify Deloitte & Touche LLP as our independent
registered public accounting firm | For | Yes | For | Mgt. |

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06850R108 — Meeting Date:	BTRX — 6/16/2005
Record Date:	4/21/2005

| # | Proposal | Mgt.
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director Charles F. Jacey, Jr. | For | Yes | For | Mgt. |
| 1 | Elect Director Nicholas J. Simon III | For | Yes | For | Mgt. |
| 2 | To ratify Ernst & Young LLP as the independent registered
public accounting firm of the company for the fiscal year ending
December 31, 2005 | For | Yes | For | Mgt. |

N/A — Meeting Date:	5/25/2005
Record Date:	4/27/2005

| # | Proposal | Mgt
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director Walter De Logi | For | Yes | For | Mgt. |
| 1 | Elect Director Pascal Brandys | For | Yes | For | Mgt. |
| 1 | Elect Director Frank Bulens | For | Yes | For | Mgt. |
| 1 | Elect Director Raymond Debbane | For | Yes | For | Mgt. |
| 1 | Elect Director Robert Goldberg | For | Yes | For | Mgt. |
| 1 | Elect Director Richard Hamilton | For | Yes | For | Mgt. |
| 1 | Elect Director Thomas Kiley | For | Yes | For | Mgt. |
| 1 | Elect Director Edmund Olivier | For | Yes | For | Mgt. |
| 1 | Elect Director Floris Vansina | For | Yes | For | Mgt. |
| 2 | Ratification of appointment of KPMG LLP as independent public
accountants | For | Yes | For | Mgt. |

170040109 — Meeting Date:	CHIR — 5/25/2005
Record Date:	3/28/2005

| # | Proposal | Mgt.
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director Lewis W. Coleman | For | Yes | For | Mgt. |
| 1 | Elect Director J. Richard Fredericks | For | Yes | For | Mgt. |
| 1 | Elect Director Paul L. Herrling | For | Yes | For | Mgt. |
| 1 | Elect Director Howard H. Pien | For | Yes | For | Mgt. |
| 2 | To ratify Ernst & Young LLP as Chiron’s independent
registered public accountants | For | Yes | For | Mgt. |

| | Concentric
Medical, Inc. |
| --- | --- |
| Action by
written consent: | 11/22/2004 |

#	Proposal	Mgt Recommends	Voted	Vote Cast	Sponsor
1	Amendment and Restatement
of Certificate of Incorporation	For	Yes	Yes	Mgt.
2	Omnibus Resolution	For	Yes	Yes	Mgt.

| | Concentric
Medical, Inc. |
| --- | --- |
| Action by
written consent: | 4/21/2005 |

#	Proposal	Mgt Recommends	Voted	Sponsor
1	Amendment to 1999 Stock
Plan	For	No	Mgt.

| | Concentric
Medical, Inc. |
| --- | --- |
| Action by
written consent: | 7/22/2005 |

#	Proposal	Mgt Recommends	Voted	Sponsor
1	Elect Director Edward
Unkart	For	No	Mgt.
2	Omnibus Resolution	For	No	Mgt.

208192104 — Meeting Date:	CNCT — 4/22/2005
Record Date:	2/28/2005

| # | Proposal | Mgt.
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director Alexander E. Barkas Ph.D. | For | Yes | For | Mgt. |
| 1 | Elect Director Eugene A. Bauer MD | For | Yes | For | Mgt. |
| 1 | Elect Director R. Andrew Eckert | For | Yes | For | Mgt. |
| 1 | Elect Director Denise M. Gilbert Ph.D. | For | Yes | For | Mgt. |
| 1 | Elect Director John C. Kane | For | Yes | For | Mgt. |
| 1 | Elect Director Thomas K. Kiley | For | Yes | For | Mgt. |
| 1 | Elect Director Leon E. Panetta | For | Yes | For | Mgt. |
| 1 | Elect Director G. Kirk Raab | For | Yes | For | Mgt. |
| 1 | Elect Director Thomas G. Wiggans | For | Yes | For | Mgt. |
| 2 | To approve the Company’s 2005 Stock Plan | For | Yes | For | Mgt. |
| 3 | To approve an amendment to Connectics Corporation certificate of
incorporation to increase the authorized number of shares of common stock from
50,000,000 to 100,000,000 shares | For | Yes | For | Mgt. |
| 4 | To ratify the appointment of Ernst & Young LLP as the
company’s independent registered public accounting firm for the fiscal year
ending December 31, 2005 | For | Yes | For | Mgt. |

208264101 — Meeting Date:	CONR — 6/22/2005
Record Date:	4/27/2005

| # | Proposal | Mgt.
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director John H. Friedman | For | Yes | For | Mgt. |
| 1 | Elect Director Frank Litvack, MD | For | Yes | For | Mgt. |
| 2 | To ratify Ernst & Young LLP as independent registered public
accounting firm | For | Yes | For | Mgt. |

| Meeting
Date: | Corus
Pharma, Inc. — 7/20/2004 |
| --- | --- |
| Record
Date: | 7/1/2004 |

#	Proposal	Mgt Recommends	Voted	Vote Cast	Sponsor
1	To elect John H. Kim	For	Yes	Yes	Mgt.
1	To elect Ulrik Spork	For	Yes	Yes	Mgt.
1	To elect Rodney a.
Ferguson	For	Yes	Yes	Mgt.
1	To elect Fritz Buhler	For	Yes	Yes	Mgt.
1	To elect A. Bruce
Montgomery, M.D.	For	Yes	Yes	Mgt.
1	To elect Kirby L. Cramer	For	Yes	Yes	Mgt.
1	To elect Robert deGavre	For	Yes	Yes	Mgt.
1	To elect Richard Brewer	For	Yes	Yes	Mgt.

| | Corus
Pharma, Inc. |
| --- | --- |
| Action by
written consent: | 8/3/2004 |

#	Proposal	Mgt Recommends	Voted	Vote Cast	Sponsor
1	Amdment No. 3 to
stockholders’ agreement	For	Yes	Yes	Mgt.

| | Corus
Pharma, Inc. |
| --- | --- |
| Action by
written consent: | 8/17/2004 |

#	Proposal	Mgt Recommends	Voted	Sponsor
1	Amendment and restatement
of certificate of incorporation	For	No	Mgt.

229678107 — Meeting Date:	CBST — 6/8/2005
Record Date:	4/12/2005

| # | Proposal | Mgt
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director J. Matthew Singleton | For | Yes | For | Mgt. |
| 1 | Elect Director Martin Rosenberg | For | Yes | For | Mgt. |
| 1 | Elect Director Michael B. Wood | For | Yes | For | Mgt. |
| 2 | To ratify the selection of PricewaterhouseCoopers LLP as our
independent auditor for the fiscal year ending December 31, 2005 | For | Yes | For | Mgt. |
| 3 | Ratify, adopt and approve an amendment to our 1997 employee stock purchase
plan, or ESPP, to increase the number of shares of our common stock that may
be issued under the ESPP by 250,000 | For | Yes | For | Mgt. |

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23282W100 — Meeting Date:	CYTK — 5/19/2005
Record Date:	3/30/2005

| # | Proposal | Mgt.
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director A. Grant Heidrich | For | Yes | For | Mgt. |
| 1 | Elect Director James H. Sabry | For | Yes | For | Mgt. |
| 2 | To ratify PricewaterhouseCoopers LLP as the independent registered
public accounting firm for Cytokinetics | For | Yes | For | Mgt. |

243586104 — Meeting Date:	DCGN — 5/10/2005
Record Date:	4/8/2005

| # | Proposal | Mgt.
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Class I Director Goran Ando | For | Yes | For | Mgt. |
| 2 | Ratification of the appointment of Deloitte & Touche LLP to
serve as the Company’s independent registered public accounting firm for the
year ending December 31, 2005 | For | Yes | For | Mgt. |

249908104 — Meeting Date:	DEPO — 5/26/2005
Record Date:	4/5/2005

| # | Proposal | Mgt
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director John W. Fara, PhD | For | Yes | For | Mgt. |
| 1 | Elect Director G. Steven Burrill | For | Yes | For | Mgt. |
| 1 | Elect Director Gerald T. Proehl | For | Yes | For | Mgt. |
| 1 | Elect Director John W. Shell, Ph.D | For | Yes | For | Mgt. |
| 1 | Elect Director Craig R. Smith, M.D. | For | Yes | For | Mgt. |
| 1 | Elect Director Peter D. Staple | For | Yes | For | Mgt. |
| 1 | Elect Director Julian N. Stern | For | Yes | For | Mgt. |
| 2 | To ratify the appointment of Ernst & Young LLP as the
independent registered public accounting firm for the fiscal year ending
December 31, 2005 | For | Yes | For | Mgt. |

259858108 — Meeting Date:	DOVP — 5/23/2005
Record Date:	4/22/2005

| # | Proposal | Mgt.
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director Dr. Arnold Lippa | For | Yes | For | Mgt. |
| 1 | Elect Director Patrick Ashe | For | Yes | For | Mgt. |
| 2 | To approve an amendment to company’s 2000 stock option and grant plan
to increase the total number of shares of common stock authorized for
issuance under the plan by 750,000 to 3,692,090 from 2,942,090 | For | Yes | For | Mgt. |
| 3 | To ratify the selection of PricewaterhouseCoopers LLP as the
company’s independent registered public accounting firm for its fiscal year
ending December 31, 2005 | For | Yes | For | Mgt. |

26746E103 — Meeting Date:	DYAX — 5/19/2005
Record Date:	4/4/2005

#	Proposal	Mgt Rec	Voted	Vote Cast	Sponsor
1	Elect Director James W. Fordyce	For	Yes	For	Mgt.
1	Elect Director Thomas L. Kempner	For	Yes	For	Mgt.
1	Elect Director Mary Ann Gray	For	Yes	For	Mgt.
2	To amend Dyax’s amended and restated 1995 equity incentive plan to
extend the period in which incentive stock options may be granted to eligible
employees under the plan.	For	Yes	For	Mgt.

278856109 — Meeting Date:	ECLP — 6/29/2005
Record Date:	5/24/2005

| # | Proposal | Mgt
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director Eugene V. Fife | For | Yes | For | Mgt. |
| 1 | Elect Director Braden R. Kelly | For | Yes | For | Mgt. |
| 2 | Approve the 2005 stock incentive plan to authorize 2,000,000 shares of
the company’s voting common stock | For | Yes | For | Mgt. |
| 3 | Approve the 2005 employee stock purchase plan to authorize 1,000,000
shares of the company’s voting common stock | For | Yes | For | Mgt. |
| 4 | Ratify Pricewaterhousecoopers LLP as the independent registered
public accountants | For | Yes | For | Mgt. |

29264F205 — Meeting Date:	ENDP — 5/19/2005
Record Date:	3/30/2005

| # | Proposal | Mgt.
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director Carol A. Ammon | For | Yes | For | Mgt. |
| 1 | Elect Director Brian T. Clingen | For | Yes | For | Mgt. |
| 1 | Elect Director Michael B. Goldberg | For | Yes | For | Mgt. |
| 1 | Elect Director Michael Hyatt | For | Yes | For | Mgt. |
| 1 | Elect Director Roger H. Kimmel | For | Yes | For | Mgt. |
| 1 | Elect Director Peter A. Lankau | For | Yes | For | Mgt. |
| 1 | Elect Director Frank J. Loverro | For | Yes | For | Mgt. |
| 1 | Elect Director C.A. Meanwell MD, PhD | For | Yes | For | Mgt. |
| 1 | Elect Director Michael W. Mitchell | For | Yes | For | Mgt. |
| 1 | Elect Director J.T. O’Donnell, Jr. | For | Yes | For | Mgt. |
| 1 | Elect Director David I. Wahrhaftig | For | Yes | For | Mgt. |
| 2 | Ratify Deloitte & Touche LLP as independent registered
public accountants | For | Yes | For | Mgt. |

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293904108 — Meeting Date:	ENZN — 12/7/2004
Record Date:	10/25/2004

| # | Proposal | Mgt
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Class III Rolf A. Classon | For | Yes | For | Mgt. |
| 1 | Elect Class III Director Robert Lebuhn | For | Yes | For | Mgt. |
| 2 | To ratify the selection of KPMG LLP as independent registered public
accountants | For | Yes | For | Mgt. |

| 26881Q101 — Meeting
Date: | EPIX — 6/2/2005 |
| --- | --- |
| Record
Date: | 3/31/2005 |

| # | Proposal | Mgt.
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director C.F.O. Gabrieli | For | Yes | For | Mgt. |
| 1 | Elect Director Michael D. Webb | For | Yes | For | Mgt. |
| 2 | To approve the amendment and restatement of our Epix
Pharmaceuticals, Inc. amended and restated 1992 incentive plan,
including a 500,000 share increase in the number of shares of common stock
available for issuance under such plan | For | Yes | For | Mgt. |
| 3 | To approve the amendment and restatement of our Epix
Pharmaceuticals, Inc. amended and restated 1996 directors stock option
plan, including a 100,000 share increase in the number of shares of common
stock available for issuance under such plan | For | Yes | For | Mgt. |
| 4 | To ratify the appointment of Ernst & Young LLP as company’s
independent public accountants for the fiscal year ending December 31,
2005 | For | Yes | For | Mgt. |

30161Q104 — Meeting Date:	EXEL — 4/22/2005
Record Date:	3/4/2005

| # | Proposal | Mgt.
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director S. Papadopoulos, Ph.D. | For | Yes | For | Mgt. |
| 1 | Elect Director George Scangos, Ph.D. | For | Yes | For | Mgt. |
| 1 | Elect Director Frank McCormick, Ph.D. | For | Yes | For | Mgt. |
| 1 | Elect Director Lance Willsey, MD | For | Yes | For | Mgt. |
| 2 | To ratify the selection by the Audit Committee of the Board of
Directors of Ernst & Young LLP as independent auditors of
Exelixis, Inc. for its fiscal year ending December 31, 2005 | For | Yes | For | Mgt. |
| 3 | To approve an amendment to Exelixis, Inc.’s 2000 employee stock
purchase plan to increase the number of shares of common stock reserved for
issuance under the plan by 1,850,000 shares to 3,650,000 shares. | For | Yes | For | Mgt. |

372917104 — Meeting Date:	GENZ — 5/26/2005
Record Date:	3/31/2005

| # | Proposal | Mgt
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director Robert J. Carpenter | For | Yes | For | Mgt. |
| 1 | Elect Director Charles L. Cooney | For | Yes | For | Mgt. |
| 2 | To amend the 1999 employee stock purchase plan to increase the number
of common stock covered by the plan by 1,000,000 shares | For | Yes | For | Mgt. |
| 3 | To amend the 2004 equity incentive plan to increase the number of
shares of common stock covered by the plan by 10,000,000 shares | For | Yes | For | Mgt. |
| 4 | To ratify the selection of Pricewaterhousecoopers LLP as independent
auditors for 2005 | For | Yes | For | Mgt. |
| 5 | Shareholder proposal that directors be elected annually | Against | Yes | Against | Shareholder |

375558103 — Meeting Date:	GILD — 5/10/2005
Record Date:	3/22/2005

| # | Proposal | Mgt.
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director Paul Berg | For | Yes | For | Mgt. |
| 1 | Elect Director Etienne F. Davignon | For | Yes | For | Mgt. |
| 1 | Elect Director James M. Denny | For | Yes | For | Mgt. |
| 1 | Elect Director John C. Martin | For | Yes | For | Mgt. |
| 1 | Elect Director Gordon E. Moore | For | Yes | For | Mgt. |
| 1 | Elect Director Nicholas G. Moore | For | Yes | For | Mgt. |
| 1 | Elect Director George P. Schultz | For | Yes | For | Mgt. |
| 1 | Elect Director Gayle E. Wilson | For | Yes | For | Mgt. |
| 2 | To ratify the selection by the Audit Committee of the Board of
Directors of Ernst & Young LLP as independent auditors of Giliead
for the fiscal year ending December 31, 2005 | For | Yes | For | Mgt. |
| 3 | To approve an amendment to Gilead’s 2004 equity incentive plan | For | Yes | For | Mgt. |
| 4 | To approve a stockholder proposal requesting a review of the economic
effects HIV/AIDS, Tuberculosis, and malaria pandemics on the company’s
business strategy. | Against | Yes | Against | Shareholder |

SEQ.=1,FOLIO='',FILE='C:\JMS\sveeram\05-20609-1\task673600\20609-1-bg-01.htm',USER='skveeramuthu',CD='Nov 18 22:15 2005'

401829106 — Meeting Date:	GLFD — 5/4/2005
Record Date:	3/18/2005

| # | Proposal | Mgt.
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director George L. Bunting, Jr. | For | Yes | For | Mgt. |
| 1 | Elect Director Joseph R. Chinnici | For | Yes | For | Mgt. |
| 1 | Elect Director Barry M. Fox | For | Yes | For | Mgt. |
| 1 | Elect Director Elizabeth M. Greetham | For | Yes | For | Mgt. |
| 1 | Elect Director Joseph Klein III | For | Yes | For | Mgt. |
| 1 | Elect Director Dean J. Mitchell | For | Yes | For | Mgt. |
| 1 | Elect Director Ronald M. Nordmann | For | Yes | For | Mgt. |
| 1 | Elect Director Craig R. Smith, MD | For | Yes | For | Mgt. |
| 1 | Elect Director Solomon H. Snyder, MD | For | Yes | For | Mgt. |
| 1 | Elect Director D.C. U’Prichard, Ph.D. | For | Yes | For | Mgt. |
| 2 | The ratification and selection of KPMG LLP as the Company’s
independent registered public accounting firm for 2005 | For | Yes | For | Mgt. |
| 3 | The amendment of the Company’s 2002 stock award and incentive plan to
increase the number of shares available by 3,000,000 shares | For | Yes | For | Mgt. |
| 4 | The amendment of the Company’s 2002 Stock Purchase Plan to increase
the number of shares available by 400,000 | For | Yes | For | Mgt. |

45168D104 — Meeting Date:	IDXX — 5/18/2005
Record Date:	3/22/2005

| # | Proposal | Mgt.
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Class II Director Thomas Craig | For | Yes | For | Mgt. |
| 1 | Elect Class II Director Errol B. De Souza, Ph.D | For | Yes | For | Mgt. |
| 1 | Elect Class II Director Rebecca M. Henderson, Ph.D. | For | Yes | For | Mgt. |
| 2 | Ratification of appointment of PricewaterhouseCoopers LLP as the
independent registered public accounting firm for IDEXX | For | Yes | For | Mgt. |

| | Idun
Pharmaceuticals, Inc. |
| --- | --- |
| Action by
written consent: | 2/2005 |

#	Proposal	Mgt Recommends	Voted	Vote Cast	Sponsor
1	To approve the Merger and
Merger Agreement and the transaction comtemplated thereby	For	Yes	Yes	Mgt.
2	To approve certain
payments to certain officers	For	Yes	Yes	Mgt.

45245W109 — Meeting Date:	IMCL — 6/15/2005
Record Date:	4/18/2005

| # | Proposal | Mgt.
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director Andrew G. Bodnar | For | Yes | For | Mgt. |
| 1 | Elect Director William W. Crouse | For | Yes | For | Mgt. |
| 1 | Elect Director Vincent T. Devita, Jr. | For | Yes | For | Mgt. |
| 1 | Elect Director John Fazio | For | Yes | For | Mgt. |
| 1 | Elect Director Joseph L. Fischer | For | Yes | For | Mgt. |
| 1 | Elect Director David M. Kies | For | Yes | For | Mgt. |
| 1 | Elect Director Daniel S. Lynch | For | Yes | For | Mgt. |
| 1 | Elect Director William R. Miller | For | Yes | For | Mgt. |
| 1 | Elect Director David Sidransky | For | Yes | For | Mgt. |
| 2 | Ratification of the appointment of KPMG LLP to serve as the company’s
independent registered public accounting firm for the fiscal year ending
December 31, 2005 | For | Yes | For | Mgt. |
| 3 | Approval of the Imclone 2005 Stock incentive plan | For | Yes | For | Mgt. |

50064W107 — Meeting Date:	KOSN — 5/26/2005
Record Date:	4/1/2005

| # | Proposal | Mgt
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director Bruce A. Chabner, MD | For | Yes | For | Mgt. |
| 1 | Elect Director Peter Davis, PhD | For | Yes | For | Mgt. |
| 1 | Elect Director C.T. Walsh, PhD | For | Yes | For | Mgt. |
| 2 | Ratification of Ernst & Young LLP as independent registered
public accountants | For | Yes | For | Mgt. |

| | Masimo
Corporation |
| --- | --- |
| Action by
written consent: | 4/1/2005 |

#	Proposal	Mgt Recommends	Voted	Vote Cast	Sponsor
1	To amend the Corporation’s
amended and restated certificate of incorporation	For	Yes	Yes	Mgt.

584688105 — Meeting Date:	MDCO — 5/25/2005
Record Date:	4/8/2005

| # | Proposal | Mgt.
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director Clive A. Meanwell | For | Yes | For | Mgt. |
| 1 | Elect Director Robert J. Hugin | For | Yes | For | Mgt. |
| 1 | Elect Director Elizabeth H.S. Wyatt | For | Yes | For | Mgt. |
| 2 | Ratify Ernst & Young LLP as independent public accounting firm | For | Yes | For | Mgt. |
| 3 | Approve the amendment to company’s certificate of incorporation to
increase the shares authorized for issuance from 75,000,000 to 125,000,000 | For | Yes | For | Mgt. |

SEQ.=1,FOLIO='',FILE='C:\JMS\sveeram\05-20609-1\task673600\20609-1-bg-01.htm',USER='skveeramuthu',CD='Nov 18 22:15 2005'

584699102 — Meeting Date:	MEDI — 5/19/2005
Record Date:	3/31/2005

| # | Proposal | Mgt
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director Wayne T. Hockmeyer, Ph.D. | For | Yes | For | Mgt. |
| 1 | Elect Director David M. Mott | For | Yes | For | Mgt. |
| 1 | Elect Director David Baltimore, Ph.D. | For | Yes | For | Mgt. |
| 1 | Elect Director M. James Barrett, Ph.D. | For | Yes | For | Mgt. |
| 1 | Elect Director James H. Cavanaugh, Ph.D. | For | Yes | For | Mgt. |
| 1 | Elect Director Barbara Hackman Franklin | For | Yes | For | Mgt. |
| 1 | Elect Director Gordon S. Macklin | For | Yes | For | Mgt. |
| 1 | Elect Director George M. Milne, Jr. | For | Yes | For | Mgt. |
| 1 | Elect Director Elizabeth H.S. Wyatt | For | Yes | For | Mgt. |
| 2 | To approve an amendment to the 2004 Stock Incentive Plan | For | Yes | For | Mgt. |
| 3 | To approve and ratify PricewaterhouseCoopers LLP as independent
registered public accountants for 2005 | For | Yes | For | Mgt. |

599902103 — Meeting Date:	MLNM — 5/5/2005
Record Date:	3/8/2005

| # | Proposal | Mgt.
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Class III Director Mark J. Levin | For | Yes | For | Mgt. |
| 1 | Elect Class III Director A. Grant Heidrich, III | For | Yes | For | Mgt. |
| 1 | Elect Class III Director Kenneth E. Weg | For | Yes | For | Mgt. |
| 2 | To ratify Ernst & Young LLP as the Company’s independent
registered public accounting firm for the fiscal year ending
December 31, 2005 | For | Yes | For | Mgt. |

60877T100 — Meeting Date:	MNTA — 5/26/2005
Record Date:	4/14/2005

| # | Proposal | Mgt.
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director Alan L. Crane | For | Yes | For | Mgt. |
| 1 | Elect Director Peter Barton Hutt | For | Yes | For | Mgt. |
| 1 | Elect Director Marsha H. Fanucci | For | Yes | For | Mgt. |
| 2 | To approve the grant of an option of purchase 19,200 shares of common
stock to each non-employee director who served on the board during 2004 and
will continue to serve until 2005 | For | Yes | For | Mgt. |
| 3 | To amend section 6(c)(II) of the company’s stock incentive plan
such that options granted to each non-employee director shall be exercisable
at such times as the company’s board of directors may specify in the
applicable option agreement | For | Yes | For | Mgt. |
| 4 | To ratify the selection by the Audit Committee of the Company’s Board
of Directors of Ernst & Young LLP as the Company’s independent
registered public accounting firm for the fiscal year ending
December 31, 2005 | For | Yes | For | Mgt. |

62856E104 — Meeting Date:	MYOG — 5/11/2005
Record Date:	3/31/2005

| # | Proposal | Mgt.
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director J. William Freytag, PhD | For | Yes | For | Mgt. |
| 1 | Elect Director Michael R. Bristow, MD, PhD | For | Yes | For | Mgt. |
| 1 | Elect Director Kirk K. Calhoun | For | Yes | For | Mgt. |
| 1 | Elect Director Jerry T. Jackson | For | Yes | For | Mgt. |
| 1 | Elect Director Daniel J. Mitchell | For | Yes | For | Mgt. |
| 1 | Elect Director Arnold L. Oronsky, PhD | For | Yes | For | Mgt. |
| 1 | Elect Director Michael J. Valentino | For | Yes | For | Mgt. |
| 1 | Elect Director Sigrid Van Bladel, PhD | For | Yes | For | Mgt. |
| 2 | To ratify Ernst & Young LLP as independent auditors of the
company for its fiscal year ending December 31, 2005 | For | Yes | For | Mgt. |

64124E106 — Meeting Date:	NRGN — 6/9/2005
Record Date:	4/20/2005

| # | Proposal | Mgt.
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director Felix J. Baker | For | Yes | For | Mgt. |
| 1 | Elect Director Julian C. Baker | For | Yes | For | Mgt. |
| 1 | Elect Director Eran Broshy | For | Yes | For | Mgt. |
| 1 | Elect Director Robert N. Butler | For | Yes | For | Mgt. |
| 1 | Elect Director Stephen R. Davis | For | Yes | For | Mgt. |
| 1 | Elect Director Stewart Hen | For | Yes | For | Mgt. |
| 1 | Elect Director William H. Koster | For | Yes | For | Mgt. |
| 1 | Elect Director Jonathan S. Leff | For | Yes | For | Mgt. |
| 1 | Elect Director Mark Novitch | For | Yes | For | Mgt. |
| 1 | Elect Director Craig Saxton | For | Yes | For | Mgt. |
| 1 | Elect Director John Simon | For | Yes | For | Mgt. |
| 1 | Elect Director Suzanne H. Woolsey | For | Yes | For | Mgt. |
| 2 | Adoption of amendments to the amended and restated 2001 stock option plan
which include the addition of directors to be eligible for grants under the
plan | For | Yes | For | Mgt. |
| 3 | Ratification of PricewaterhouseCoopers LLP as the independent
registered public accountants for Neurogen Corporation for the fiscal year
ending December 31, 2005 | For | Yes | For | Mgt. |

SEQ.=1,FOLIO='',FILE='C:\JMS\sveeram\05-20609-1\task673600\20609-1-bg-01.htm',USER='skveeramuthu',CD='Nov 18 22:15 2005'

62936P103 — Meeting Date:	NPSP — 5/12/2005
Record Date:	3/30/2005

| # | Proposal | Mgt.
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director Michael W. Bonney | For | Yes | For | Mgt. |
| 1 | Elect Director Santo J. Costa | For | Yes | For | Mgt. |
| 1 | Elect Director John R. Evans | For | Yes | For | Mgt. |
| 1 | Elect Director James G. Groninger | For | Yes | For | Mgt. |
| 1 | Elect Director Hunter Jackson | For | Yes | For | Mgt. |
| 1 | Elect Director Joseph Klein III | For | Yes | For | Mgt. |
| 1 | Elect Director Donald E. Kuhla | For | Yes | For | Mgt. |
| 1 | Elect Director Thomas N. Parks | For | Yes | For | Mgt. |
| 1 | Elect Director Rachel R. Selisker | For | Yes | For | Mgt. |
| 1 | Elect Director Calvin R. Stiller | For | Yes | For | Mgt. |
| 1 | Elect Director Peter G. Tombros | For | Yes | For | Mgt. |
| 2 | To increase by 350,000 shares the aggregate number of common stock
reserved for issuance under the company’s 1994 employee stock purchase plan | For | Yes | For | Mgt. |
| 3 | To approve the company’s 2005 omnibus incentive plan and the
reservation of 2,700,000 shares of common stock shares for issuance under the
plan | For | Yes | For | Mgt. |
| 4 | To ratify the selection of KPMG LLP as independent registered public
accounting firm of the company for its fiscal year ending December 31,
2005. | For | Yes | For | Mgt. |

67072M301 — Meeting Date:	NUVO — 5/24/2005
Record Date:	3/31/2005

| # | Proposal | Mgt.
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director Mary K. Pendergast | For | Yes | For | Mgt. |
| 1 | Elect Director Dr. George B. Rathmann | For | Yes | For | Mgt. |
| 2 | Approval of amendment to the company’s employee stock purchase plan
to increase the shares reserved under it from 250,000 to 500,000 | For | Yes | For | Mgt. |
| 3 | Ratification of the selection of KPMG LLP as our independent
registered public accounting firm for the fiscal year 2005 | For | Yes | For | Mgt. |

| | OmniSonics
Medical Technologies |
| --- | --- |
| Action by
written consent: | 8/1/2004 |

#	Proposal	Mgt Recommends	Voted	Sponsor
1	Elect Director (Chair)
John L. Brooks	For	No	Mgt.
1	Elect Director Donald H.
Woods	For	No	Mgt.
1	Elect Director Steven
Bloch, M.D.	For	No	Mgt.
1	Elect Director Robert J.
More	For	No	Mgt.
1	Elect Director Bruce
Krattenmaker	For	No	Mgt.
1	Elect Director David
Stewart	For	No	Mgt.
1	Elect Director Richard
Ganz	For	No	Mgt.

| | OmniSonics
Medical Technologies |
| --- | --- |
| Action by
written consent: | 4/20/2005 |

#	Proposal	Mgt Recommends	Voted	Sponsor
1	To amend the fourth
amended and restated certificate of incorporation	For	No	Mgt.
2	To amend the Company’s
2002 Equity Incentive Plan	For	No	Mgt.
3	To amend the third amended
and restated stockholder rights agreement	For	No	Mgt.

68750U102 — Meeting Date:	VITA — 7/25/2005
Record Date:	4/28/2005

| # | Proposal | Mgt
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director Morris Cheston, Jr. | For | Yes | For | Mgt. |
| 1 | Elect Director David Fitzgerald | For | Yes | For | Mgt. |
| 1 | Elect Director Joseph L. Harris | For | Yes | For | Mgt. |
| 1 | Elect Director Antony Koblish | For | Yes | For | Mgt. |
| 1 | Elect Director Robert M. Levande | For | Yes | For | Mgt. |
| 1 | Elect Director Mary Paetzold | For | Yes | For | Mgt. |
| 1 | Elect Director Russell B. Whitman | For | Yes | For | Mgt. |
| 1 | Approve proposed amendment to equity compensation plan to increase
number of shares from 7,350,000 to 9,350,000 | For | Yes | For | Mgt. |

69888P106 — Meeting Date:	PRX — 5/24/2005
Record Date:	4/6/2005

| # | Proposal | Mgt.
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director Ronald M. Nordmann | For | Yes | For | Mgt. |
| 1 | Elect Director Dr. Arie Gutman | For | Yes | For | Mgt. |
| 1 | Elect Director Joseph E. Smith | For | Yes | For | Mgt. |
| 2 | Approve amendment to increase shares available for issuance from 5,060,643
to 9,020,615 | For | Yes | Against | Mgt. |

709754105 — Meeting Date:	PPCO — 6/1/2005
Record Date:	4/15/2005

| # | Proposal | Mgt.
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director Peter F. Drake | For | Yes | For | Mgt. |
| 1 | Elect Anne M. Vanlent | For | Yes | For | Mgt. |
| 2 | Approval of 2005 stock incentive plan | For | Yes | For | Mgt. |
| 3 | Ratification of the appointment of Ernst & Young LLP as
independent registered public accounting firm for the company for the current
fiscal year | For | Yes | For | Mgt. |

| 70715B409 — Meeting
Date: | PHRM — 6/1/2005 |
| --- | --- |
| Record
Date: | 4/15/2005 |

| # | Proposal | Mgt.
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director Patrick J. Mahaffy | For | Yes | For | Mgt. |
| 1 | Elect Director James Blaire | For | Yes | For | Mgt. |
| 1 | Elect Director Cam L. Garner | For | Yes | For | Mgt. |
| 2 | Ratify Ernst & Young LLP as independent auditors | For | Yes | For | Mgt. |
| 3 | Approve amendment to stock incentive plan to increase shares of
common stock reserved for issuance by 1,500,000 | For | Yes | For | Mgt. |
| 4 | Approve amendment to non-employee director stock option plan to
increase common stock shares reserved by 100,000 | For | Yes | For | Mgt. |

SEQ.=1,FOLIO='',FILE='C:\JMS\sveeram\05-20609-1\task673600\20609-1-bg-01.htm',USER='skveeramuthu',CD='Nov 18 22:15 2005'

| | PHT
Corporation |
| --- | --- |
| Action by
written consent: | 10/1/2004 |

#	Proposal	Mgt Recommends	Voted	Vote Cast	Sponsor
1	Filing of sixth amended
and restated certificate of incorporation	For	Yes	Yes	Mgt.
2	Consent to financing and
protective provisions	For	Yes	Yes	Mgt.
3	Waiver of provisions of
charter	For	Yes	Yes	Mgt.
4	Waiver of provisions of
shareholder agreement	For	Yes	Yes	Mgt.
5	Amendment No. 1 to
the third amended and restated registration rights agreement	For	Yes	Yes	Mgt.
6	Amendment No. 2 to
the third amended and restated shareholders’ agreement	For	Yes	Yes	Mgt.
7	Increase in shares available
for issuance under 2000 stock option and grant plan	For	Yes	Yes	Mgt.
8	Adoption of incentive
bonus plan	For	Yes	Yes	Mgt.

717081103 — Meeting Date:	PFE — 4/28/2005
Record Date:	3/2/2005

| # | Proposal | Mgt.
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director Michael S. Brown | For | Yes | For | Mgt. |
| 1 | Elect Director M. Anthony Burns | For | Yes | For | Mgt. |
| 1 | Elect Director Robert N. Burt | For | Yes | For | Mgt. |
| 1 | Elect Director W. Don Cornwell | For | Yes | For | Mgt. |
| 1 | Elect Director William H. Gray III | For | Yes | For | Mgt. |
| 1 | Elect Director Constance J. Horner | For | Yes | For | Mgt. |
| 1 | Elect Director William R. Howell | For | Yes | For | Mgt. |
| 1 | Elect Director Stanley O. Ikenberry | For | Yes | For | Mgt. |
| 1 | Elect Director George A. Lorch | For | Yes | For | Mgt. |
| 1 | Elect Director Henry A. McKinnell | For | Yes | For | Mgt. |
| 1 | Elect Director Dana G. Mead | For | Yes | For | Mgt. |
| 1 | Elect Director Ruth J. Simmons | For | Yes | For | Mgt. |
| 1 | Elect Director William C. Steere, Jr. | For | Yes | For | Mgt. |
| 1 | Elect Director Jean-Paul Valles | For | Yes | For | Mgt. |
| 2 | To ratify KPMG LLP as independent registered public accounting firm
for 2005 | For | Yes | For | Mgt. |
| 3 | Shareholder proposal to limit future outside directors terms for not
more than 6 years | Against | Yes | For | Shareholder |
| 4 | Shareholder proposal to limit price increases on it’s most prescribed
drugs to levels equal or below the annual inflation rate | Against | Yes | Against | Shareholder |
| 5 | Shareholder proposal to not constrain the reimporation of of
prescription drugs into US by limiting supply of drugs in foreign markets | Against | Yes | Against | Shareholder |
| 6 | Shareholder proposal to require disclosure of political contributions
made by corporate funds | Against | Yes | For | Shareholder |
| 7 | Shareholder proposal to report on the effects of the economic stability
of the company that arise from the company’s policy of limiting the
availability of the company’s products to Canada | Against | Yes | Against | Shareholder |
| 8 | Shareholder proposal to separate the roles of Chairman and CEO | Against | Yes | For | Shareholder |

716933106 — Meeting Date:	PCYC — 12/17/2004
Record Date:	10/20/2004

| # | Proposal | Mgt
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1.01 | Elect Director Miles R. Gilburne | For | Yes | For | Mgt. |
| 1.02 | Elect Director Loretta M. Itri | For | Yes | For | Mgt. |
| 1.03 | Elect Director Richard M. Levy Ph.D. | For | Yes | For | Mgt. |
| 1.04 | Elect Director Richard A. Miller, M.D. | For | Yes | For | Mgt. |
| 1.05 | Elect Director William R. Rohn | For | Yes | For | Mgt. |
| 1.06 | Elect Director Craig C. Taylor | For | Yes | For | Mgt. |
| 2 | Approve 2004 Equity Incentive Award Plan | For | Yes | For | Mgt. |
| 3 | To ratify the appointment of PricewaterhouseCoopers LLP as
Independent Registered Public Accounting firm for the 2005 fiscal year. | For | Yes | For | Mgt. |

73941U102 — Meeting Date:	POZN — 5/17/2005
Record Date:	4/4/2005

| # | Proposal | Mgt
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director Arthur S. Kirsch | For | Yes | For | Mgt. |
| 1 | Elect Director Kenneth B. Lee, Jr. | For | Yes | For | Mgt. |
| 1 | Elect Director Bruce A. Tomason | For | Yes | For | Mgt. |
| 2 | To ratify the Board of Directors’ selection of Ernst & Young
LLP as independent public accountants of the company for the company’s fiscal
year ended December 31, 2005 | For | Yes | For | Mgt. |

74369L103 — Meeting Date:	PDLI — 6/8/2005
Record Date:	4/25/2005

| # | Proposal | Mgt
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director Jon S. Saxe, Esq. | For | Yes | For | Mgt. |
| 1 | Elect Director L. Patrick Gage, Ph.D. | For | Yes | For | Mgt. |
| 2 | To approve the 2005 equity incentive plan | For | Yes | For | Mgt. |
| 3 | To amend the 2002 outside directors stock option plan | For | Yes | For | Mgt. |
| 4 | To amend the certificate of incorporation to change the name of
company to PDL BioPharma, Inc. | For | Yes | For | Mgt. |
| 5 | To ratify Ernst & Young LLP as the company’s independent
registered public accounting firm for the fiscal year ending
December 31, 2005 | For | Yes | For | Mgt. |
| 6 | To approve any adjournments of the meeting to another time and place,
if necessary in the judgment of proxy holders for the purpose of soliciting
additional proxies in favor of any of the foregone proposals | For | Yes | For | Mgt. |

SEQ.=1,FOLIO='',FILE='C:\JMS\sveeram\05-20609-1\task673600\20609-1-bg-01.htm',USER='skveeramuthu',CD='Nov 18 22:15 2005'

N/A — Meeting Date:	PVSL — 6/6/2005
Record Date:	5/24/2005

| # | Proposal | Mgt
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Approve the merger and other transactions contemplated by the
agreement and plan of merger dated as of April 12, 2005 by and among
Ventas, Inc. VTRP Merger Sub, LLC and Provident Senior Living Trust | For | Yes | For | Mgt. |

| | Raven
Biotechnologies, Inc. |
| --- | --- |
| Action by
written consent: | 10/2004 |

#	Proposal	Mgt Recommends	Voted	Vote Cast	Sponsor
1	Approval of agreement,
loan and pledge	For	Yes	Yes	Mgt.

| | Raven
Biotechnologies, Inc. |
| --- | --- |
| Action by
written consent: | 6/27/2005 |

#	Proposal	Mgt Recommends	Voted	Vote Cast	Sponsor
1	Approve issuance of
Series D Preferred Stock	For	Yes	Yes	Mgt.
2	Approval of Restated
Certificate	For	Yes	Yes	Mgt.
3	Approval of waiver	For	Yes	Yes	Mgt.
4	Approve amendment to
Restated Certificate	For	Yes	Yes	Mgt.
5	Approval of plan amendment	For	Yes	Yes	Mgt.

| | Raven
Biotechnologies, Inc. |
| --- | --- |
| Action by
written consent: | 7/7/2005 |

#	Proposal	Mgt Recommends	Voted	Vote Cast	Sponsor
1	Amendment to restated
certificate	For	Yes	Yes	Mgt.
2	Approval of subsequent
closing investors

812578102 — Meeting Date:	SGEN — 5/13/2005
Record Date:	3/22/2005

| # | Proposal | Mgt.
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director David W. Gryska | For | Yes | For | Mgt. |
| 2 | To ratify the appointment of PricewaterhouseCoopers LLP as the
independent registered public accounting firm of the company for the fiscal
year ending December 31, 2005 | For | Yes | For | Mgt. |
| 3 | To amend and approve the Company’s 1998 stock option plan | For | Yes | For | Mgt. |

81724Q107 — Meeting Date:	SNMX — 5/25/2005
Record Date:	4/1/2005

| # | Proposal | Mgt.
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director Stephen A. Block, Esq. | For | Yes | For | Mgt. |
| 1 | Elect Director Michael E. Herman | For | Yes | For | Mgt. |
| 1 | Elect Director Mark Leschly | For | Yes | For | Mgt. |
| 1 | Elect Director David Schnell, MD | For | Yes | For | Mgt. |
| 1 | Elect Director Jay M. Short, PhD | For | Yes | For | Mgt. |
| 1 | Elect Director Kent Snyder | For | Yes | For | Mgt. |
| 1 | Elect Director Timothy Wollaeger | For | Yes | For | Mgt. |
| 2 | To ratify the selection by the Audit Committee of our Board of
Directors of Ernst & Young LLP as our independent auditors for the fiscal
year ending December 31, 2005 | For | Yes | For | Mgt. |

829669100 — Meeting Date:	RNAI — 6/14/2005
Record Date:	5/2/2005

| # | Proposal | Mgt.
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director Dr. James Niedel | For | Yes | For | Mgt. |
| 1 | Elect Director R. Scott Greer | For | Yes | For | Mgt. |
| 2 | Approve company’s performance incentive plan | For | Yes | Against | Mgt. |
| 3 | To ratify Ernst & Young LLP as the independent registered
public accounting firm | For | Yes | For | Mgt. |
| 4 | To ratify warrant exchange transaction | For | Yes | For | Mgt. |

M87245102 — Meeting Date:	ELOS — 6/22/2005
Record Date:	5/13/2005

| # | Proposal | Mgt.
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director Dr. Michael Kreindel | For | Yes | For | Mgt. |
| 2 | Elect Director Moshe Mizrahy | For | Yes | For | Mgt. |
| 3 | To re-appoint Kost Forer Gabbay & Kasierer, a member of
Ernst & Young LLP as independent registered public accounting firm | For | Yes | For | Mgt. |
| 4 | Authorize the Board, according to the recommendation of the Audit
Committee to fix the auditor’s renumeration for auditing services | For | Yes | For | Mgt. |
| 5 | Approve the service terms of Dr. Shimon Eckhouse according to
Israeli companies law 1999 requirement for related parties transactions. | For | Yes | For | Mgt. |

87959M109 — Meeting Date:	TELK — 5/26/2005
Record Date:	3/28/2005

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Edward W. Cantrall, Ph.D.	For	Yes	For	Mgt.
1	Elect Director Steven R. Goldring, MD	For	Yes	For	Mgt.
2	To ratify the selection of Ernst & Young LLP as the
independent registered public accounting firm of the Company for its fiscal
year ending December 31, 2005	For	Yes	For	Mgt.

88078L105 — Meeting Date:	TRCA — 6/1/2005
Record Date:	4/15/2005

| # | Proposal | Mgt.
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director Ross G. Clark, Ph.D. | For | Yes | For | Mgt. |
| 1 | Elect Director O. Isaksson, MD, Ph.D. | For | Yes | For | Mgt. |
| 1 | Elect Director David L. Mahoney | For | Yes | For | Mgt. |
| 2 | To ratify the selection of Ernst & Young LLP as the
independent registered public accounting firm for the fiscal year ending
December 31, 2005 | For | Yes | For | Mgt. |

SEQ.=1,FOLIO='',FILE='C:\JMS\sveeram\05-20609-1\task673600\20609-1-bg-01.htm',USER='skveeramuthu',CD='Nov 18 22:15 2005'

88338T104 — Meeting Date:	THRX — 6/30/2005
Record Date:	5/3/2005

| # | Proposal | Mgt.
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director P. Roy Vagelos MD | For | Yes | For | Mgt. |
| 1 | Elect Director Rick E. Winningham | For | Yes | For | Mgt. |
| 1 | Elect Director Julian C. Baker | For | Yes | For | Mgt. |
| 1 | Elect Director Jeffrey M. Drazan | For | Yes | For | Mgt. |
| 1 | Elect Director Arnold J. Levine, Ph.D. | For | Yes | For | Mgt. |
| 1 | Elect Director R.V. Gunderson, Jr. | For | Yes | For | Mgt. |
| 1 | Elect Director Ronn C. Loewenthal | For | Yes | For | Mgt. |
| 1 | Elect Director William H. Waltrip | For | Yes | For | Mgt. |
| 1 | Elect Director G.M. Whitesides, Ph.D. | For | Yes | For | Mgt. |
| 1 | Elect Director William D. Young | For | Yes | For | Mgt. |
| 2 | To approve the Theravance, Inc. 2004 equity incentive plan | For | Yes | For | Mgt. |
| 3 | To approve an amendment to the Theravance, Inc. employee stock
purchase plan increasing the aggregate number of shares of common stock
authorized for issuance under the plan by 300,000 shares | For | Yes | For | Mgt. |
| 4 | To ratify the selection by the Audit Committee of the Board of
Directors of Ernst & Young LLP as the independent registered public
accounting firm of Theravance, Inc. for its fiscal year ending 2005 | For | Yes | For | Mgt. |

| | Therion
Biologics Corporation |
| --- | --- |
| Action by
written consent: | 3/4/2005 |

#	Proposal	Mgt Recommends	Voted	Vote Cast	Sponsor
1	Amended and restated
certificate of incorporation	For	Yes	Yes	Mgt.
2	Preferred stock purchase
agreement	For	Yes	Yes	Mgt.
3	Third amended and restated
stockholders agreement	For	Yes	Yes	Mgt.
4	Confirming authority	For	Yes	Yes	Mgt.

| | TherOx,
Incorporated |
| --- | --- |
| Action by
written consent: | 12/2/2004 |

#	Proposal	Mgt Recommends	Voted	Sponsor
1	Approval of bridge
financing transaction	For	No	Mgt.
2	Approval of amended and
restated certificate of incorporation	For	No	Mgt.
3	Approval of amendment to
amended and restated investors’ rights agreement	For	No	Mgt.
4	Approval of joinder	For	No	Mgt.
5	Approval of amendment of
prior bridge notes	For	No	Mgt.
6	Approval of amendment of
bridge financing agreements	For	No	Mgt.

| | Triad
Therapeutics, Inc. |
| --- | --- |
| Action by
written consent: | 11/1/2004 |

#	Proposal	Mgt Recommends	Voted	Sponsor
1	Sale of substantially all
of Company’s assets	For	No	Mgt.
2	Approval of converstion of
Company to an LLC	For	No	Mgt.

926471103 — Meeting Date:	MICU — 10/28/2004
Record Date:	9/8/2004

| # | Proposal | Mgt
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director Christopher T. Walsh, Ph.D. | For | Yes | Yes | Mgt. |
| 1 | Cheryl A. Wenzinger, CPA | For | Yes | Yes | Mgt. |
| 2 | Ratify appt. of PWC Independent accountants | For | Yes | Yes | Mgt. |

928551100 — Meeting Date:	VVUS — 6/15/2005
Record Date:	4/18/2005

#	Proposal	Mgt Rec	Voted	Vote Cast	Sponsor
1	Elect Director Virgil A. Place, MD	For	Yes	For	Mgt.
1	Elect Director Leland F. Wilson	For	Yes	For	Mgt.
1	Elect Director Mark B. Logan	For	Yes	For	Mgt.
1	Elect Director Linda M. Shortliffe, MD	For	Yes	For	Mgt.
1	Elect Director Mario M. Rosati	For	Yes	For	Mgt.
1	Elect Director Graham Strachan	For	Yes	For	Mgt.
2	To ratify the appointment of KPMG LLP as independent public auditors
of the Company for the fiscal year ending December 31, 2005.	For	Yes	For	Mgt.

928566108 — Meeting Date:	VNUS — 5/17/2005
Record Date:	3/28/2005

| # | Proposal | Mgt.
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director Edward W. Unkart | For | Yes | For | Mgt. |
| 2 | To ratify the appointment of PricewaterhouseCoopers LLP as the
independent public accounting firm | For | Yes | For | Mgt. |

94769M105 — Meeting Date:	HLTH — 9/23/2004
Record Date:	8/6/2004

| # | Proposal | Mgt
Recommends | Voted | Vote Cast | Sponsor |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Class III Director Mark J. Adler, M.D. | For | Yes | Yes | Mgt. |
| 1 | Elect Class III Director Herman Sarkowsky | For | Yes | Yes | Mgt. |
| 2 | Approve amendments to WebMD’s certificate of incorporation to provide
certain voting powers to holders of convertible redeemable exchangeable
preferred stock | For | Yes | Yes | Mgt. |
| 3 | Approve amendments to WebMD’s certificate of incorporation to reduce
the number of authorized shares of convertible redeemable exchangeable
preferred stock | For | Yes | Yes | Mgt. |
| 4 | Approve amendments to certificate of incorporation to clarify
authority of Board of Directors to designate and authorize issuance of new
series of preferred stock | For | Yes | Yes | Mgt. |

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*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)
By
(Signature and Title)*
	/s/ Daniel
Omstead	(Daniel Omstead, President)
Date	November 18, 2005

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

20

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