abrdn Healthcare Investors

Regulatory Filings • Aug 24, 2007

N-PX 1 a07-18565_1npx.htm ANNUAL REPORT OF PROXY VOTING RECORD

| UNITED
STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
| --- |
| OMB
Number: 3235-0582 |
| Expires: April 30, 2009 |
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average burden hours per response......14.4 |

*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)

*Carolyn Haley 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: 7/1/06-6/30/07

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.*

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| HQH N-PX for the period July 1, 2006 to June 30, 2007 — CUSIP | Symbol | Company
Name | |
| --- | --- | --- | --- |
| 004225108 | ACAD | Acadia
Pharmaceuticals, Inc. | |
| Meeting
Date: | 6/15/2007 | Meeting
Type: | Annual |
| Record
Date: | 4/16/2007 | | |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Gordon
Binder	For	Yes	For	Management
1	Elect Director Leslie L.
Iversen	For	Yes	For	Management
2	To ratify the selection by
the audit committee of our board of directors of Pricewaterhousecoopers LLP as
our independent registered public accounting firm for the fiscal year ending
December 31, 2007	For	Yes	For	Management

| | Agensys,
Inc. |
| --- | --- |
| Action by
Written Consent: | 6/29/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Approval of amended and
restated articles of incorporation	For	Yes	For	Management
2	Disclosure of interested
parties in stock financing	For	Yes	For	Management
3	Waiver of notice and right
of first refusal	For	Yes	For	Management
4	General authorization	For	Yes	For	Management

| 009728106 — Meeting
Date: | 5/24/2007 |
| --- | --- |
| Record
Date: | 4/12/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director John N.
Kapoor, Ph.D.	For	Yes	For	Management
1	Elect Director Arthur S.
Przybyl	For	Yes	For	Management
1	Elect Director Jerry N.
Ellis	For	Yes	For	Management
1	Elect Director Ronald M.
Johnson	For	Yes	For	Management
1	Elect Director Jerry I.
Treppel	For	Yes	For	Management
1	Elect Director Subhash
Kapre, Ph.D.	For	Yes	For	Management
1	Elect Randall J. Wall	For	Yes	For	Management
2	Proposal to ratify the
selection of BDO Seidman, LLP to serve as Akorn’s independent registered
public accounting firm for the fiscal year ending December 31, 2007	For	Yes	For	Management

1

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| 016255101 — Meeting
Date: | 5/23/2007 |
| --- | --- |
| Record
Date: | 3/30/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director H. Kent
Bowen	For	Yes	For	Management
1	Elect Director David E.
Collins	For	Yes	For	Management
1	Elect Director Joseph
Lacob	For	Yes	For	Management
1	Elect Director C. Raymond
Larking, Jr.	For	Yes	For	Management
1	Elect Director George J.
Morrow	For	Yes	For	Management
1	Elect Director Thomas M.
Prescott	For	Yes	For	Management
1	Elect Director Greg J.
Santora	For	Yes	For	Management
1	Elect Director Warren S.
Thaler	For	Yes	For	Management
2	Proposal to ratify the
appointment of Pricewatershousecoopers LLP as Algin Technology, Inc.’s
independent registered public accountants for the fiscal year dending
December 31, 2007.	For	Yes	For	Management

| 018490102 — Meeting
Date: | 5/1/2007 |
| --- | --- |
| Record
Date: | 3/14/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Michael R.
Gallagher	For	Yes	For	Management
1	Elect Director Gavin S.
Herbert	For	Yes	For	Management
1	Elect Director Stephen J.
Ryan, MD	For	Yes	For	Management
2	To ratify the appointment
of Ernst & Young LLP as the company’s independent registered public
accounting firm for the fiscal year 2007	For	Yes	For	Management

| 01988P108 — Meeting
Date: | 6/19/2007 |
| --- | --- |
| Record
Date: | 4/23/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Robert A.
Compton	For	Yes	For	Management
1	Elect Director Michael J.
Kluger	For	Yes	For	Management
1	Elect Director John P.
McConnell	For	Yes	For	Management
2	Approval of the amendment
to the Allscripts Healthcare Solutions, Inc. amended and restated 1993 stock
incentive plan	For	Yes	For	Management
3	Ratification of the
appointment of Grant Thornton LLP as independent accountants for 2007	For	Yes	For	Management

2

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| 02744M108 — Meeting
Date: | 5/30/2007 |
| --- | --- |
| Record
Date: | 4/2/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Martin J.
Emerson	For	Yes	For	Management
1	Elect Director Albert Jay
Graf	For	Yes	For	Management
1	Elect Director Robert
Mclellan, MD	For	Yes	For	Management
2	Proposal to ratify the
selection of Ernst & Young LLP as independent auditors for 2007.	For	Yes	For	Management

| 031162100 — Meeting
Date: | 5/9/2007 |
| --- | --- |
| Record
Date: | 3/12/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Frank J.
Biondi, Jr.	For	Yes	For	Management
1	Elect Director Jerry D.
Choate	For	Yes	For	Management
1	Elect Director Frank C.
Herringer	For	Yes	For	Management
1	Elect Director Gilbert S.
Omenn	For	Yes	For	Management
2	Ratify the selection of
Ernst & Young LLP as the company’s independent registered public
accountants for the year ending December 31, 2007	For	Yes	For	Management
3	To approve the amendments
to the company’s restated certificate of incorporation eliminating the
classification of the board of directors	For	Yes	For	Management
4	To approve the amendments
to the company’s amended and restated bylaws eliminating the classification
of the board of directors	For	Yes	For	Management
5	Shareholder proposal #1 on
animal welfare policy	Against	Yes	Against	Shareholder
6	Shareholder proposal #2 on
sustainability report	Against	Yes	Against	Shareholder

| 032346108 — Meeting
Date: | 5/23/2007 |
| --- | --- |
| Record
Date: | 3/30/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Steven R.
Altman	For	Yes	For	Management
1	Elect Director Teresa Beck	For	Yes	For	Management
1	Elect Director Daniel M.
Bradbury	For	Yes	For	Management
1	Elect Director Joseph C.
Cook, Jr.	For	Yes	For	Management
1	Elect Director Karin
Eastham	For	Yes	For	Management
1	Elect Director James R.
Gavin III	For	Yes	For	Management
1	Elect Director Ginger L.
Graham	For	Yes	For	Management
1	Elect Director Howard E.
Greene, Jr.	For	Yes	For	Management

3

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| 1 | Elect Director Jay S.
Skyler | For | Yes | For | Management |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director Joseph P.
Sullivan | For | Yes | For | Management |
| 1 | Elect Director James N.
Wilson | For | Yes | For | Management |
| 2 | To approve an increase of
250,000 shares in the aggregate number of shares of the company’s common
stock authorized for issuance under the company’s amended and restated
certificate of incorporation | For | Yes | For | Management |
| 3 | To approve an increase of
1,000,000 shares in the aggregate number of shares of the company’s common
stock authorized for issuance under the company’s 2001 employee stock
purchase plan | For | Yes | For | Management |
| 4 | To ratify the selection of
Ernst & Young LLP as independent auditors of the company for its fiscal year
ending December 31, 2007 | For | Yes | For | Management |

| 04538T109 — Meeting
Date: | 5/31/2007 |
| --- | --- |
| Record
Date: | 4/19/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Richard M.
Glickman	For	Yes	For	Management
1	Elect Director Noel F.
Hall	For	Yes	For	Management
1	Elect Director Kirk K.
Calhoun	For	Yes	For	Management
1	Elect Director Ronald M.
Hunter	For	Yes	For	Management
1	Elect Director William L.
Hunter	For	Yes	For	Management
1	Elect Director Julia G.
Levy	For	Yes	For	Management
1	Elect Director R. Hector
Mackay-Dunn	For	Yes	For	Management
1	Elect Director George M.
Milne	For	Yes	For	Management
1	Elect Director Arnold L.
Oronsky	For	Yes	For	Management
2	To appoint Ernst &
Young LLP as our auditor and independent registered public accounting firm
for the ensuing year	For	Yes	For	Management
3	To amend the Aspreva 2002
incentive stock option plan to increase from 4,031,000 to 5,281,000 common
shares in respect of which awards may be granted thereunder	For	Yes	For	Management
4	To amend the Aspreva 2002
incentive stock option plan to (I) comply with recent policies of the Toronto
stock exchange: (II) premit the award to tandem stock appreciation rights,
restricted stock units and deferred stock units: and (III) certain other
changes	For	Yes	For	Management
5	To transact such other
business as may properly come before the meeting, or any adjournments or
postponements thereof	For	Yes	For	Management

4

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| 05346P106 — Meeting
Date: | 6/7/2007 |
| --- | --- |
| Record
Date: | 4/20/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director K.C.
Carter, Ph.D.	For	Yes	For	Management
1	Elect Director D.S.
Kabakoff, Ph.D.	For	Yes	For	Management
1	Elect Director Michael R.
Kurman, MD	For	Yes	For	Management
1	Elect Director Bradley G.
Lorimier	For	Yes	For	Management
1	Elect Director Ivor
Royston, MD	For	Yes	For	Management
1	Elect Director William A.
Scott, Ph.D.	For	Yes	For	Management
1	Elect Director A.G.
Walton, Ph.D., D.Sc.	For	Yes	For	Management
1	Elect Director William H.
Washecka	For	Yes	For	Management
2	To approve the amendment
of the company’s 2005 omnibus long-term incentive plan (the “incentive plan”)
to increase the number of shares available for issuance under the incentive
plan from 1,581,582 shares to 2,381,582 shares	For	Yes	For	Management
3	To ratify the appointment
of Ernst & Young LLP as the company’s independent registered public
accounting firm for the fiscal year ending December 31, 2007	For	Yes	For	Management

| 05365U101 — Meeting
Date: | 10/20/2006 |
| --- | --- |
| Record
Date: | 9/19/2006 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Christina
Foglio	For	Yes	For	Management
1	elect Director George
Zoffinger	For	Yes	For	Management
2	To approve the Aveta Inc.
amended and restated 2005 stock incentive plan	For	Yes	For	Management

| 068306109 — Meeting
Date: | 11/9/2006 |
| --- | --- |
| Record
Date: | 9/15/2006 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Bruce L.
Downey	For	Yes	For	Management
1	Elect Director Paul M.
Bisaro	For	Yes	For	Management
1	Elect Director George P.
Stephan	For	Yes	For	Management
1	Elect Director Harold N.
Chefitz	For	Yes	For	Management
1	Elect Director Richard R.
Frankovic	For	Yes	For	Management
1	Elect Director Peter R.
Seaver	For	Yes	For	Management
1	Elect Director James S.
Gilmore, III	For	Yes	For	Management
2	Ratification of the
selection of Deloitte & Touche LLP as the independent auditor of the
company for the six month period ending Decmeber 31, 2006	For	Yes	For	Management

5

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| 068306109 — Meeting
Date: | 5/17/2007 |
| --- | --- |
| Record
Date: | 3/30/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Bruce L.
Downey	For	Yes	For	Management
1	Elect Director Paul M.
Bisaro	For	Yes	For	Management
1	Elect Director George P.
Stephan	For	Yes	For	Management
1	Elect Director Harold N.
Chefitz	For	Yes	For	Management
1	Elect Director Richard R.
Frankovic	For	Yes	For	Management
1	Elect Director Peter R.
Seaver	For	Yes	For	Management
1	Elect Director James S.
Gilmore, III	For	Yes	For	Management
2	To ratify the Audit
Committee’s selection of the company’s independent registered public
accounting firm for the year ending December 31, 2007.	For	Yes	For	Management
3	To approve the Barr
Pharmaceuticals, Inc. 2007 stock and incentive award plan	For	Yes	For	Management
4	To approve the Barr
Pharmaceuticals, Inc. 2007 executive officer incentive plan	For	Yes	For	Management

| 06850R108 — Meeting
Date: | 6/6/2007 |
| --- | --- |
| Record
Date: | 4/16/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director S.
Akkaraju, MD, Ph.D.	For	Yes	For	Management
1	Elect Director Robert E.
Campbell	For	Yes	For	Management
1	Elect Director Geert
Cauwenbergh, Ph.D.	For	Yes	For	Management
2	To ratify the appointment
of Ernst & Young LLP as the independent registered public accounting firm
of the company for the fiscal year ending December 31, 2007	For	Yes	For	Management

| 09062X103 — Meeting
Date: | 5/31/2007 |
| --- | --- |
| Record
Date: | 4/13/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director James C.
Mullen	For	Yes	For	Management
1	Elect Director Bruce R.
Ross	For	Yes	For	Management
1	Elect Director Marijn E.
Dekkers	For	Yes	For	Management
2	To ratify the selection of
Pricewaterhousecoopers LLP as the company’s independent registered public
accounting firm for the fiscal year ending December 31, 2007	For	Yes	For	Management

6

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| | CardioNet,
Inc. |
| --- | --- |
| Action by
Written Consent: | 8/21/2006 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Approve financing;
articles of incorporation	For	Yes	For	Management
2	Waiver of rights of first
offer	For	Yes	For	Management
3	Additional filings	For	Yes	For	Management
4	Ratification; general
authorizing resolution	For	Yes	For	Management

| | CardioNet,
Inc. |
| --- | --- |
| Action by
Written Consent: | 1/11/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Increase in share reserve
under equity incentive plan	For	Yes	For	Management
2	Approval of amendment and
restatement of articles of incorporation	For	Yes	For	Management
3	General authorizing
resolution; ratification of past acts	For	Yes	For	Management

| | CardioNet,
Inc. |
| --- | --- |
| Action by
Written Consent: | 3/30/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Approval of financing	For	Yes	For	Management
2	Approval of amendment and
restatement of articles of incorporation	For	Yes	For	Management
3	Approval of additional
filings	For	Yes	For	Management
4	General authorizing
resolution	For	Yes	For	Management

| 151020104 — Meeting
Date: | 6/12/2007 |
| --- | --- |
| Record
Date: | 4/26/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Sol J.
Barer, Ph.D.	For	Yes	For	Management
1	Elect Director Robert J.
Hugin	For	Yes	For	Management
1	Elect Director Michael D.
Casey	For	Yes	For	Management
1	Elect Director Rodman L.
Drake	For	Yes	For	Management
1	Elect Director A. Hull
Hayes, Jr., MD	For	Yes	For	Management
1	Elect Director Gilla
Kaplan, Ph.D.	For	Yes	For	Management
1	Elect Director James J.
Loughlin	For	Yes	For	Management

7

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| 1 | Elect Director Richard
C.E. Morgan | For | Yes | For | Management |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director Walter L.
Robb, Ph.D. | For | Yes | For | Management |
| 2 | To ratify the appointment
of KPMG LLP as our independent registered public accounting firm for the
fiscal year ending December 31, 2007 | For | Yes | For | Management |

| 156708109 — Meeting
Date: | 5/17/2007 |
| --- | --- |
| Record
Date: | 3/22/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Frank
Bladino, Jr., Ph.D.	For	Yes	For	Management
1	Elect Director William P.
Egan	For	Yes	For	Management
1	Elect Director Martyn D.
Greenacre	For	Yes	For	Management
1	Elect Director Vaughn M.
Kailian	For	Yes	For	Management
1	Elect Director Kevin E.
Moley	For	Yes	For	Management
1	Elect Director Charles A.
Sanders, MD	For	Yes	For	Management
1	Elect Director Gail R.
Wilensky, Ph.D.	For	Yes	For	Management
1	Elect Director Dennis L.
Winger	For	Yes	For	Management
2	Approval of amendment to
the certificate of incorporation increasing the number of shares of common
stock authorized for issuance	For	Yes	For	Management
3	Approval of amendment to
the 2004 equity compensation plan increasing the number of shares of common
stock authorized for issuance	For	Yes	For	Management
4	Ratification of
appointment of Pricewaterhousecoopers LLP as independent registered public
accountants for the year ending December 31, 2007	For	Yes	For	Management

| N/A — Meeting
Date: | 5/31/2007 |
| --- | --- |
| Record
Date: | 4/26/2007 |

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

8

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| | Ceres,
Inc. |
| --- | --- |
| Action by
Written Consent: | 5/8/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Election of Directors	For	Yes	For	Management

| | Concentric
Medical, Inc. |
| --- | --- |
| Action by
Written Consent: | 8/30/2006 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Appointment of Secretary
and Assistant Secretary	For	Yes	For	Management
2	Omnibus resolutions	For	Yes	For	Management

| 208264101 — Meeting
Date: | 1/31/2007 |
| --- | --- |
| Record
Date: | 12/15/2006 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	To adopt the agreement and
plan of merger, dated as of November 16, 2006, by and among Conor Medsystems,
Inc., Johnson & Johnson and Cypress Acquisition Sub, Inc., a wholly owned
subsidiary of Johnson & Johnson, pursuant to which Merger Sub will be
merged with and into Conor Medsystems all as more fully described in the
proxy statement	For	Yes	For	Management
2	To approve the
postponement or adjournment of the special meeting, if necessary, to solicit
additional proxies in the event that there are insufficient votes at the time
of the special meeting to adopt the merger agreement.	For	Yes	For	Management

| | Corus
Pharma, Inc. |
| --- | --- |
| Action by
Written Consent: | 8/30/2006 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Approval of benefits to
employee	For	Yes	For	Management

| 222083107 — Meeting
Date: | 6/11/2007 |
| --- | --- |
| Record
Date: | 4/23/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Arie S.
Belldegrun, MD, FACS	For	Yes	For	Management
1	Elect Director Alan H. Auerbach	For	Yes	For	Management
1	Elect Director Lindsay A.
Rosenwald, MD	For	Yes	For	Management

9

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| 1 | Elect Director Harold J.
Meyers | For | Yes | For | Management |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director Michael S.
Richman | For | Yes | For | Management |
| 1 | Elect Director Russell H.
Ellison, MD, MSC | For | Yes | For | Management |
| 2 | Proposal to ratify the
appointment of JH Cohn LLP as the company’s independent registered public
accounting firm for 2007 | For | Yes | For | Management |
| 3 | Proposal to ratify an
amendment to the company’s 2003 stock option plan | For | Yes | For | Management |

| 229678107 — Meeting
Date: | 6/7/2007 |
| --- | --- |
| Record
Date: | 4/12/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Michael W.
Bonney	For	Yes	For	Management
1	Elect Director Walter R.
Maupay, Jr.	For	Yes	For	Management
1	Elect Director Sylvie
Gregoire	For	Yes	For	Management
2	A proposal to amend our
restated certificate of incorporation to increase the number of authorized
shares of common stock from 100,000 shares to 150,000,000 shares	For	Yes	For	Management
3	A proposal to amend our
amended and restated 1997 employee stock purchase plan to extend the plan for
an additional ten years and increase the number of shares issuable under the
plan by 250,000	For	Yes	For	Management
4	A proposal to amend our
amended and restated 2002 directors’ equity incentive plan to allow for the
issuance of stock awards and to increase the number of shares issuable under
the plan by 300,000	For	Yes	For	Management
5	A proposal to ratify the
selection of Pricewaterhousecoopers LLP as our independent auditor for the
fiscal year ending December 31, 2007	For	Yes	For	Management

| 259858108 — Meeting
Date: | 5/11/2007 |
| --- | --- |
| Record
Date: | 4/2/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Approve an amendment to
DOV Pharmaceutical, Inc.’s fourth amended and restated certificate of
incorporation to increase the number of authorized shares of common stock by
200,000,000, from 60,000,000 to 260,000,000, together with a corresponding
increase in the number of authorized shares of capital stock from 66,905,000
to 266,905,000	For	Yes	For	Management

10

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| 23325G104 — Meeting
Date: | 6/4/2007 |
| --- | --- |
| Record
Date: | 4/18/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Jack R.
Blair	For	Yes	For	Management
1	Elect Director Mitchell J.
Blutt, MD	For	Yes	For	Management
1	Elect Director W. Thomas
Mitchell	For	Yes	For	Management
2	To approve an amendment to
the company’s amended and restated certificate of incorporation to increase
the authorized number of shares of common stock from 39,000,000 to 79,000,000
shares	For	Yes	For	Management
3	To ratify the appointment
of Ernst & Young LLP as the company’s independent registered public
accounting firm for the fiscal year ending December 31, 2007	For	Yes	For	Management

| 29076V109 — Meeting
Date: | 5/24/2007 |
| --- | --- |
| Record
Date: | 4/25/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Mylle H.
Mangum	For	Yes	For	Management
1	Elect Director Hugh H.
Williamson, III	For	Yes	For	Management
1	Proposal to ratify the
appointment of Ernst & Young LLP as the company’s independent registered
public accounting firm for the current fiscal year	For	Yes	For	Management

| 290849108 — Meeting
Date: | 9/12/2006 |
| --- | --- |
| Record
Date: | 7/25/2006 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Paul A.
Brooke	For	Yes	For	Management
1	Elect Director James V.
Manning	For	Yes	For	Management
1	Elect Director Martin J.
Wygod	For	Yes	For	Management
2	To approve an amendment to
Emdeon’s 2000 long-term incentive plan to increase the number of shares
reserved for issuance.	For	Yes	For	Management
3	To ratify the appointment
of Ernst & Young LLP as the independent registered public accounting firm
to serve as Emdeon’s independent auditor for the fiscal year ending December
31, 2006.	For	Yes	For	Management

11

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| 30161Q104 — Meeting
Date: | 5/1/2007 |
| --- | --- |
| Record
Date: | 3/5/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Alan M.
Garber	For	Yes	For	Management
1	Elect Director Vincent T.
Marchesi	For	Yes	For	Management
1	Elect Director Carl B.
Feldbaum	For	Yes	For	Management
2	To ratify the selection of
Ernst & Young LLP as Exelixis’ independent registered public accounting
firm for the fiscal year ending December 31, 2007	For	Yes	For	Management

| 345838106 — Meeting
Date: | 8/7/2006 |
| --- | --- |
| Record
Date: | 6/20/2006 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Howard
Solomon	For	Yes	For	Management
1	Elect Director Nesli
Basgoz, MD	For	Yes	For	Management
1	Elect Director William J.
Candee, III	For	Yes	For	Management
1	Elect Director George S.
Cohan	For	Yes	For	Management
1	Elect Director Dan L.
Goldwasser	For	Yes	For	Management
1	Elect Director Kenneth E.
Goodman	For	Yes	For	Management
1	Elect Director Lester B.
Salans, MD	For	Yes	For	Management
2	Ratification of BDO
Seidman, LLP as independent registered public accounting firm	For	Yes	For	Management

| 368710406 — Meeting
Date: | 4/20/2007 |
| --- | --- |
| Record
Date: | 2/20/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Herbert W.
Boyer	For	Yes	For	Management
1	Elect Director William M.
Burns	For	Yes	For	Management
1	Elect Director Erich
Hunziker	For	Yes	For	Management
1	Elect Director Jonathan
K.C. Knowles	For	Yes	For	Management
1	Elect Director Arthur D.
Levinson	For	Yes	For	Management
1	Elect Director Debra L.
Reed	For	Yes	For	Management
1	Elect Director Charles A.
Sanders	For	Yes	For	Management
2	To ratify the selection of
Ernst & Young LLP as independent registrered public accounting firm of
Genentech for the year ending December 31, 2007	For	Yes	For	Management

12

SEQ.=1,FOLIO='12',FILE='C:\JMS\kmurugan\07-18565-1\task2369069\18565-1-bg-01.htm',USER='105430',CD='Aug 23 04:35 2007'

| 372917104 — Meeting
Date: | 5/24/2007 |
| --- | --- |
| Record
Date: | 3/30/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Douglas A.
Berthiaume	For	Yes	For	Management
1	Elect Director Gail K.
Boureaux	For	Yes	For	Management
2	A proposal to amend the
2004 equity incentive plan to increase the number of shares of common stock
covered by the plan by 3,500,000 shares and to merge our 1997 equity
incentive plan into the 2004 plan	For	Yes	For	Management
3	A proposal to approve the
2007 director equity plan	For	Yes	For	Management
4	A proposal to amend the
1999 employee stock purchase plan to increase the number of shares of common
stock covered by the plan by 1,500,000 shares	For	Yes	For	Management
5	A proposal to amend our bylaws
to provide for majority voting for the election of directors in uncontested
elections	For	Yes	For	Management
6	A proposal to ratify the
selection of independent auditors for 2007	For	Yes	For	Management
7	A shareholder proposal
that executive severance agreements be approved by shareholders	Against	Yes	Against	Management

| 375558103 — Meeting
Date: | 5/9/2007 |
| --- | --- |
| Record
Date: | 3/22/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Paul Berg	For	Yes	For	Management
1	Elect Director John F.
Cogan	For	Yes	For	Management
1	Elect Director Etienne F.
Davignon	For	Yes	For	Management
1	Elect Director James M.
Denny	For	Yes	For	Management
1	Elect Director Carla A.
Hills	For	Yes	For	Management
1	Elect Director John W.
Madigan	For	Yes	For	Management
1	Elect Director John C.
Martin	For	Yes	For	Management
1	Elect Director Gordon E.
Moore	For	Yes	For	Management
1	Elect Director Nicholas G.
Moore	For	Yes	For	Management
1	Elect Director Gayle E.
Wilson	For	Yes	For	Management
2	To ratify the selection of
Ernst & Young LLP by the Audit Committee of the board of directors as the
independent registered public accounting firm of Gilead for the fiscal year
ending December 31, 2007	For	Yes	For	Management
3	To approve the proposed
amendment to Gilead’s 2004 equity incentive plan	For	Yes	For	Management
4	To approve the proposed
amendment to Gilead’s employee stock purchase plan	For	Yes	For	Management

13

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| 422211102 — Meeting
Date: | 6/5/2007 |
| --- | --- |
| Record
Date: | 4/13/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Thomas L.
Blair	For	Yes	For	Management
1	Elect Director William E.
Brock	For	Yes	For	Management
1	Elect Director Edward S.
Civera	For	Yes	For	Management
2	Approval of the
Healthextras, Inc. management non-equity incentive compensation plan	For	Yes	For	Management
3	The ratification of the
appointment of Pricewatershousecoopers LLP as independent registered public
accountants of Healthextras, Inc. for the fiscal year ending December 31, 2007	For	Yes	For	Management

| 45166R204 — Meeting
Date: | 5/31/2007 |
| --- | --- |
| Record
Date: | 4/5/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director J-P
Sommadossi, Ph.D.	For	Yes	For	Management
1	Elect Director Charles W.
Cramb	For	Yes	For	Management
1	Elect Director Thomas
Ebeling	For	Yes	For	Management
1	Elect Director W.T.
Hockmeyer, Ph.D.	For	Yes	For	Management
1	Elect Director Thomas
Hodgson	For	Yes	For	Management
1	Elect Director Norman C.
Payson, MD	For	Yes	For	Management
1	Elect Director Robert E.
Pelzer	For	Yes	For	Management
1	Elect Director D.
Pollard-Knight, Ph.D.	For	Yes	For	Management
1	Elect Director Pamela Thomas-Graham	For	Yes	For	Management
2	To approve an amendment to
the company’s restated certificate of incorporation, as amended, increasing
the number of authorized shares of common stock from 75,000,000 to
125,000,000 shares	For	Yes	For
3	To approve an amendment to
the company’s 2005 stock incentive plan increasing the number of shares of
common stock authorized for issuance thereunder from 3,000,000 shares to
6,000,000 shares	For	Yes	For
4	To ratify the selection of
Pricewaterhousecoopers LLP as the company’s independent registered public
accounting firm for the current year ending December 31, 2007	For	Yes	For

14

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| 45168D104 — Meeting
Date: | 5/9/2007 |
| --- | --- |
| Record
Date: | 3/16/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Jonathan W.
Ayers	For	Yes	For	Management
1	Elect Director Robert J.
Murray	For	Yes	For	Management
2	Amendment to Idexx
Laboratories, Inc. 2003 stock incentive plan. To approve and adopt a proposed
amendment to our 2003 stock incentive plan to increase the number of shares
authorized under the plan from 1,850,000 to 3,150,000 shares.	For	Yes	For	Management
3	Ratification of
appointment of independent registered public accounting firm. To ratify the
selection by the audit committee of the board of directors of Pricewaterhousecoopers
LLP as the company’s independent registered public accounting firm for the
current fiscal year.	For	Yes	For	Management

| 45245W109 — Meeting
Date: | 9/20/2006 |
| --- | --- |
| Record
Date: | 8/15/2006 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Andrew G.
Bodnar	For	Yes	For	Management
1	Elect Director William W.
Crouse	For	Yes	For	Management
1	Elect Director Alexander
J. Denner	For	Yes	For	Management
1	Elect Director Vincent T.
Devita, Jr.	For	Yes	For	Management
1	Elect Director John A. Fazio	For	Yes	For	Management
1	Elect Director Joseph L.
Fischer	For	Yes	For	Management
1	Elect Director Carl C.
Icahn	For	Yes	For	Management
1	Elect Director David M.
Kies	For	Yes	For	Management
1	Elect Director William R.
Miller	For	Yes	For	Management
1	Elect Director Richard C.
Mulligan	For	Yes	For	Management
1	Elect Director David
Sidransky	For	Yes	For	Management
1	Elect Director Charles
Woler	For	Yes	For	Management
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, 2006	For	Yes	For	Management
3	Approval of the Imclone
Systems Incorporated 2006 stock incentive plan	For	Yes	For	Management

| 457733103 — Meeting
Date: | 6/8/2007 |
| --- | --- |
| Record
Date: | 4/12/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Christy L.
Shaffer, Ph.D.	For	Yes	For	Management
1	Elect Director Richard S.
Kent, MD	For	Yes	For	Management
2	Ratification of the
selection of Pricewaterhousecoopers LLP as out independent registered public
accounting firm for the fiscal year ending December 31, 2007	For	Yes	For	Management
3	Approval of a proposal to
ratify and approve our amended and restated 2005 equity compensation plan	For	Yes	Against	Management

15

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| 46126P106 — Meeting
Date: | 5/17/2007 |
| --- | --- |
| Record
Date: | 3/23/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Robert P.
Khederian	For	Yes	For	Management
1	Elect Director David
Scott, Ph.D.	For	Yes	For	Management
1	Elect Director Peter
Townsend	For	Yes	For	Management
2	Approval of grant of
options under our 2001 stock option and incentive plan to certain executive
officers.	For	Yes	For	Management

| 45069D203 — Meeting
Date: | 5/2/2007 |
| --- | --- |
| Record
Date: | 3/21/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Haywood D.
Cochrane Jr.	For	Yes	For	Management
1	Elect Director Raymond J.
Fabius, MD	For	Yes	For	Management
1	Elect Director Philip D.
Green	For	Yes	For	Management
1	Elect Director Gail F.
Leiberman	For	Yes	For	Management
1	Elect Director Frank A.
Martin	For	Yes	For	Management
1	Elect Director Gerald D.
Mintz	For	Yes	For	Management
1	Elect Director David Nash,
MD	For	Yes	For	Management
1	Elect Director Jack A.
Smith	For	Yes	For	Management
1	Elect Director R. Dixon
Thayer	For	Yes	For	Management
2	To ratify the appointment
of Goldstein Golub Kessler LLP as the Company’s independent auditors for the
fiscal year ending December 31, 2007	For	Yes	For	Management

| 482740206 — Meeting
Date: | 8/4/2006 |
| --- | --- |
| Record
Date: | 6/8/2006 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director David S.
Hermelin	For	Yes	For	Management
1	Elect Director Jonathan E.
Killmer	For	Yes	For	Management
1	Elect Director Gerald R.
Mitchell	For	Yes	For	Management
2	Ratification of engagement
of KPMG LLP as the company’s independent registered public accounting firm	For	Yes	For	Management

16

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| | Labcyte,
Inc. |
| --- | --- |
| Action by
Written Consent: | 1/17/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Consent to incurring
indebtedness	For	Yes	For	Management

| 50540R409 — Meeting
Date: | 5/16/2007 |
| --- | --- |
| Record
Date: | 3/30/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Thomas P.
MacMahon	For	Yes	For	Management
1	Elect Director Kerrii B.
Anderson	For	Yes	For	Management
1	Elect Director Jean-Luc
Belingard	For	Yes	For	Management
1	Elect Director David P.
King	For	Yes	For	Management
1	Elect Director Wendy E.
Lane	For	Yes	For	Management
1	Elect Director R.E.
Mittelstaedt, Jr.	For	Yes	For	Management
1	Elect Director A.H.
Rubenstein, MBBCH	For	Yes	For	Management
1	Elect Director Bradford T.
Smith	For	Yes	For	Management
1	Elect Director M. Keith
Weikel, Ph.D.	For	Yes	For	Management
1	Elect Director R. Sanders
Williams, MD	For	Yes	For	Management
2	Ratification of the appointment
of Pricewatershousecoopers LLP as Laboratory Coporation of America Holdings’
independent registered public accounting firm for 2007	For	Yes	For	Management

| | Magellan
Biosciences, Inc. |
| --- | --- |
| Action by
Written Consent: | 10/26/2006 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Election of directors	For	Yes	For	Management
2	General authorization	For	Yes	For	Management

| | Magellan
Biosciences, Inc. |
| --- | --- |
| Action by
Written Consent: | 1/31/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Sale of assets	For	Yes	For	Management
2	Approval of the company’s
entry into retention agreements	For	Yes	For	Management
3	General authorization

17

SEQ.=1,FOLIO='17',FILE='C:\JMS\kmurugan\07-18565-1\task2369069\18565-1-bg-03.htm',USER='105430',CD='Aug 23 04:43 2007'

| | Magellan
Biosciences, Inc. |
| --- | --- |
| Action by
Written Consent: | 4/30/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Purchase of intellectual
property assets	For	Yes	For	Management
2	Consent to consulting
agreements	For	Yes	For	Management
3	Approval of stock options
grant	For	Yes	For	Management

| 56400P201 — Meeting
Date: | 5/24/2007 |
| --- | --- |
| Record
Date: | 4/2/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Alfred E.
Mann	For	Yes	For	Management
1	Elect Director Hakan S.
Edstrom	For	Yes	For	Management
1	Elect Director Barry E.
Cohen	For	Yes	For	Management
1	Elect Director Ronald J.
Consiglio	For	Yes	For	Management
1	Elect Director Michael A.
Friedman, MD	For	Yes	For	Management
1	Elect Director Heather May
Murren	For	Yes	For	Management
1	Elect Director Kent Kresa	For	Yes	For	Management
1	Elect Director David H.
Maccallum	For	Yes	For	Management
1	Elect Director Henry L.
Nordhoff	For	Yes	For	Management
2	Increase the number of
authorized shares of common stock from 90 million to 150 million	For	Yes	For	Management
3	Ratification of Deloitte
& Touche LLP as independent auditors	For	Yes	For	Management

| 583916101 — Meeting
Date: | 5/17/2007 |
| --- | --- |
| Record
Date: | 4/5/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Abhijeet J.
Lele	For	Yes	For	Management
1	Elect Director Irwin
Lerner	For	Yes	For	Management
1	Elect Director Julius A.
Vida	For	Yes	For	Management
1	Elect Director R.C.
Dinerstein	For	Yes	For	Management
2	The ratification of the
selection by the board of Ernst & Young LLP as Medarex’s independent
registered public accounting firm for the fiscal year ending December 31,
2007	For	Yes	For	Management

18

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| 58405K104 — Meeting
Date: | 5/24/2007 |
| --- | --- |
| Record
Date: | 3/29/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Howard W.
Barker, Jr.	For	Yes	For	Management
1	Elect Director David B.
Snow, Jr.	For	Yes	For	Management
2	To amend the company’s second
amended and restated certificate of incorporation to provide for the phase-in
of the annual election of directors	For	Yes	For	Management
3	To approve the 2003
employee stock purchase plan	For	Yes	For	Management
4	To ratify the appointment
of Pricewaterhousecoopers LLP as the independent registered public accounting
firm of the company for the fiscal year ending December 31, 2007	For	Yes	For	Management

| 584690309 — Meeting
Date: | 5/22/2007 |
| --- | --- |
| Record
Date: | 3/30/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Jonah
Shacknai	For	Yes	Yes	Management
1	Elect Director Michael A.
Pietrangelo	For	Yes	Yes	Management
1	Elect Director Lottie H.
Shackelford	For	Yes	Yes	Management
2	Approval of amendment to
No. 3 to the Medicis 2006 incentive award plan	For	Yes	Abstain	Management
3	Ratification of the
selection of Ernst & Young LLP as independent auditors of Medicis for the
fiscal year ending December 31, 2007	For	Yes	Yes	Management

| 585055106 — Meeting
Date: | 8/24/2006 |
| --- | --- |
| Record
Date: | 6/26/2006 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Richard H.
Anderson	For	Yes	For	Management
1	Elect Director Michael R.
Bonsignore	For	Yes	For	Management
1	Elect Director Robert C.
Pozen	For	Yes	For	Management
1	Elect Director Gordon M.
Sprenger	For	Yes	For	Management
2	To ratify the appointment
of Pricewaterhousecoopoers LLP as Medtronic’s independent registered public
accounting firm	For	Yes	For	Management
3	To consider and vote upon
a shareholder proposal entitled “director election majority vote standard
proposal”	Against	Yes	Against	Shareholder

19

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| 585081102 — Meeting
Date: | 3/19/2007 |
| --- | --- |
| Record
Date: | 2/14/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director William D.
Corneliuson	For	Yes	For	Management

| 552880106 — Meeting
Date: | 5/8/2007 |
| --- | --- |
| Record
Date: | 3/12/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director James O.
Armitage, MD	For	Yes	For	Management
1	Elect Director Andrew J.
Ferrara	For	Yes	For	Management
1	Elect Director Edward W.
Mehrer	For	Yes	For	Management
1	Elect Director Hugh E.
Miller	For	Yes	For	Management
1	Elect Director Dean J.
Mitchell	For	Yes	For	Management
1	Elect Director Leon O.
Moulder, Jr.	For	Yes	For	Management
1	Elect Director David B.
Sharrock	For	Yes	For	Management
1	Elect Director Waneta C.
Tuttle, Ph.D.	For	Yes	For	Management
1	Elect Director Arthur L.
Weaver, MD	For	Yes	For	Management
2	To ratify the appointment
of KPMG LLP as independent registered public accounting firm for the company
for the fiscal year ending December 31, 2007	For	Yes	For	Management

| 60877T100 — Meeting
Date: | 6/13/2007 |
| --- | --- |
| Record
Date: | 4/19/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Peter
Barrett	For	Yes	For	Management
1	Elect Director Ram
Sasisekharan	For	Yes	For	Management
1	Elect Director Bennett M.
Shapiro	For	Yes	For	Management
2	To ratify the selection by
the audit committee of Ernst & Young LLP as the company’s independent
registered public accounting firm for the fiscal year ending December 31,
2007	For	Yes	For	Management

| 62855J104 — Meeting
Date: | 11/16/2006 |
| --- | --- |
| Record
Date: | 9/29/2006 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Robert S.
Attiyeh	For	Yes	For	Management
1	Elect Director John T.
Henderson, MD	For	Yes	For	Management
2	Proposal to amend the 2003
employee, director and consultant stock option plan to increase the number of
shares of common stock available for issuance thereunder by 1,500,000 shares	For	Yes	Against	Management
3	Proposal to amend the
employee stock purchase plan to increase the number of shares of common stock
available for issuance thereunder by 400,000 shares	For	Yes	Against	Management
4	Proposal to ratify the
appointment of Ernst & Young LLP as the company’s independent registered
public accounting firm for the fiscal year ending June 30, 2007	For	Yes	For	Management

20

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| 636918302 — Meeting
Date: | 4/17/2007 |
| --- | --- |
| Record
Date: | 3/16/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director James Smith	For	Yes	For	Management
1	Elect Director Paul J.
Konigsberg	For	Yes	For	Management
1	Elect Director Steven B.
Klinsky	For	Yes	For	Management
1	Elect Director G. Harry
Durity	For	Yes	For	Management
1	Elect Director Robert R.
Grusky	For	Yes	For	Management
1	Elect Director Daniel B.
Hebert	For	Yes	For	Management
1	Elect Director Gerald
Angowitz	For	Yes	For	Management
1	Elect Director Michael B.
Ajouz	For	Yes	For	Management
1	Elect Director Michael T.
Flaherman	For	Yes	For	Management
1	Elect Director Thomas W.
Erickson	For	Yes	For	Management
2	Ratification of engagement
of Ernst & Young LLP to serve as the independent registered public
accounting firm of National Medical Health Card Systems, Inc. for the fiscal
year ending June 30, 2007	For	Yes	For	Management

| 654798503 — Meeting
Date: | 5/25/2007 |
| --- | --- |
| Record
Date: | 4/4/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director A.N.
Karabelas, Ph.D.	For	Yes	For	Management
1	Elect Director Kenneth M.
Bate	For	Yes	For	Management
1	Elect Director Robert S.
Cohen	For	Yes	For	Management
1	Elect Director F.L.
Douglas, MD, Ph.D.	For	Yes	For	Management
1	Elect Director Zola
Horovitz, Ph.D.	For	Yes	For	Management
1	Elect Director Mark
Leschly	For	Yes	For	Management
1	Elect Director John W.
Littlechild	For	Yes	For	Management
1	Elect Director Joseph Loscalzo,
MD, Ph.D.	For	Yes	For	Management
1	Elect Director Davey S.
Scoon	For	Yes	For	Management
1	Elect Director Christopher
J. Sobecki	For	Yes	For	Management
2	To ratify the selection by
the Audit Committee of Ernst & Young LLP as the company’s independent
registered public accounting firm for the fiscal year ending December 31,
2007	For	Yes	For	Management

21

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| | OmniSonics
Medical Technologies, Inc. |
| --- | --- |
| Action by
Written Consent: | 7/10/2006 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Election of Directors	For	Yes	For	Management
2	General authorization	For	Yes	For	Management

| 69329Y104 — Meeting
Date: | 6/20/2007 |
| --- | --- |
| Record
Date: | 4/23/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Laurence J.
Korn, Ph.D.	For	Yes	For	Management
1	Elect Director Samuel
Broder, MD	For	Yes	For	Management
2	To approve an amendment to
the company’s 2005 equity incentive plan to increase the number of shares of
common stock authorized for issuance under
the plan by 2,900,000 shares	For	Yes	For	Management
3	To approve an amendment to
the company’s 1993 employee stock purchase plan to increase the number of
shares of common stock authorized for issuance under the plan by 500,000
shares	For	Yes	For	Management
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, 2007	For	Yes	For	Management

| 714046109 — Meeting
Date: | 4/24/2007 |
| --- | --- |
| Record
Date: | 2/26/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Robert F.
Friel	For	Yes	For	Management
1	Elect Director Nicholas A.
Lopardo	For	Yes	For	Management
1	Elect Director Alexis P.
Michas	For	Yes	For	Management
1	Elect Director James C.
Mullen	For	Yes	For	Management
1	Elect Director Dr. Vicki
L. Sato	For	Yes	For	Management
1	Elect Director Gabriel
Schmergel	For	Yes	For	Management
1	Elect Director Kenton J.
Sicchitano	For	Yes	For	Management

22

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| 1 | Elect Director Gregory L.
Summe | For | Yes | For | Management |
| --- | --- | --- | --- | --- | --- |
| 1 | Elect Director G. Robert
Tod | For | Yes | For | Management |
| 2 | To ratify the appointment
of Deloitte & Touche LLP as Perkinelmer’s independent auditors for the
current fiscal year | For | Yes | For | Management |
| 3 | To approve amendments to
the company’s articles of organization and by-laws to require a majority vote
for uncontested election of directors | For | Yes | For | Management |
| 4 | Shareholder proposal to
request that the company’s board of directors establish a
pay-for-superior-performance standard in the company’s executive compensation
plan for senior executives. The board of directors recommend a vote against
proposal 4. | Against | Yes | Against | Shareholder |

| 717124101 — Meeting
Date: | 5/16/2007 |
| --- | --- |
| Record
Date: | 3/21/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Stuart
Bondurant, MD	For	Yes	For	Management
1	Elect Director Frederick
Frank	For	Yes	For	Management
1	Elect Director Terry
Mangusson, Ph.D.	For	Yes	For	Management
1	Elect Director F.N.
Eshelman, Pharm.D.	For	Yes	For	Management
1	Elect Director General
David L. Grange	For	Yes	For	Management
1	Elect Director Ernest
Mario, Ph.D.	For	Yes	For	Management
1	Elect Director Marye Anne
Fox, Ph.D.	For	Yes	For	Management
1	Elect Director Catherine
M. Klema	For	Yes	For	Management
1	Elect Director John A.
Mcneill, Jr.	For	Yes	For	Management
2	In their discretion, the
proxies are authorized to vote upon such other matters as may properly come
before the meeting.	For	Yes	For	Management

| | PHT
Corporation |
| --- | --- |
| Action by
Written Consent: | 1/31/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Approval of the
Corporation entering into an agreement	For	Yes	For	Management
2	Approval of the Coporation
entering into an equipement arrangement	For	Yes	For	Management

| | PHT
Corporation |
| --- | --- |
| Action by
Written Consent: | 3/30/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Resignation and election
of directors	For	Yes	For	Management
2	General authorization	For	Yes	For	Management

23

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| 743187106 — Meeting
Date: | 6/11/2007 |
| --- | --- |
| Record
Date: | 4/12/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Kurt W.
Briner	For	Yes	For	Management
1	Elect Director Paul F.
Jacobson	For	Yes	For	Management
1	Elect Director Charles A.
Baker	For	Yes	For	Management
1	Elect Director Mark F.
Dalton	For	Yes	For	Management
1	Elect Director Stephen P.
Goff, Ph.D.	For	Yes	For	Management
1	Elect Director PJ Maddon,
MD, Ph.D.	For	Yes	For	Management
1	Elect Director DA
Scheinberg, MD, Ph.D.	For	Yes	For	Management
1	Elect Director Nicole S.
Williams	For	Yes	For	Management
2	Approval of amendments to
the 1998 employee stock purchase plan and the 1998 non-qualified employee
stock purchase plan to increase the number of shares of common stock reserved
for issuance thereunder to 1,600,000 and 500,000 respectively, and to make
certain other changes to the terms of the plans	For	Yes	For	Management
3	Approval of an amendment
to the 2005 stock incentive plan to increase the number of shares of common
stock reserved for issuance thereunder to 3,950,000 and to make certain other
changes to the terms of the plan	For	Yes	For	Management
4	Ratification of the
selection of Pricewatershousecoopers LLP to serve as the company’s
independent registered public accounting firm for the fiscal year ending December
31, 2007	For	Yes	For	Management
5	Authority to vote in their
discretion on such other business as may properly come before the meeting	For	Yes	For	Management

| 74834L100 — Meeting
Date: | 5/8/2007 |
| --- | --- |
| Record
Date: | 3/12/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director John C.
Baldwin, MD	For	Yes	For	Managememt
1	Elect Director Surya N.
Mohapatra, Ph.D.	For	Yes	For	Managememt
1	Elect Director Gary M.
Pfeiffer	For	Yes	For	Managememt
2	Proposal to ratify the
selection of Pricewaterhousecoopers LLP as our independent registered public
accounting firm for 2007.	For	Yes	For	Managememt

24

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| 806605101 — Meeting
Date: | 5/19/2007 |
| --- | --- |
| Record
Date: | 3/20/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Hans W.
Becherer	For	Yes	For	Management
1	Elect Director Thomas J.
Colligan	For	Yes	For	Management
1	Elect Director Fred Hassan	For	Yes	For	Management
1	Elect Director C. Robert
Kidder	For	Yes	For	Management
1	Elect Director Philip
Leder, MD	For	Yes	For	Management
1	Elect Director Eugene R.
McGrath	For	Yes	For	Management
1	Elect Director Carl E.
Mundy, Jr.	For	Yes	For	Management
1	Elect Director Antonio M.
Perez	For	Yes	For	Management
1	Elect Director Patricia F.
Russo	For	Yes	For	Management
1	Elect Director Jack L.
Stahl	For	Yes	For	Management
1	Elect Director Kathryn C.
Turner	For	Yes	For	Management
1	Elect Director Robert F.W.
Van Oordt	For	Yes	For	Management
1	Elect Director Arthur F.
Weinbach	For	Yes	For	Management
2	Ratify the designation of
Deloitte & Touche LLP to audit the books and accounts for 2007	For	Yes	For	Management
3	Approve amendments to the
certificate of incorporation and by-laws to reduce shareholder supermajority
vote requirements to a majority vote	For	Yes	For	Management
4	Approve an amendment to
the certificate of incoporation to elect directors by a majority vote rather
than a plurality vote	For	Yes	For	Management
5	Shareholder proposal
relating to equity grants	Against	Yes	Against	Shareholder

| 82481R106 — Meeting
Date: | 4/16/2007 |
| --- | --- |
| Record
Date: | 3/26/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	To approve the acquisition
by the Company of New River Pharmaceuticals, Inc. and approve the increase in
the borrowing limits of the Company.	For	Yes	For	Management

25

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| 82481R106 — Meeting
Date: | 6/20/2007 |
| --- | --- |
| Record
Date: | - |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	To receive the directors’
report and accounts for the year ended December 31 2007	For	Yes	For	Management
2	To re-elect Director Dr.
James Henry Cavanaugh	For	Yes	For	Management
3	To re-elect Director Dr.
Barry John Price	For	Yes	For	Management
4	To elect Director Ms.
Kathleen Anne Nealon	For	Yes	For	Management
5	To elect Director Dr. Jeffrey
Marc Leiden	For	Yes	For	Management
6	To re-elect Director Mr.
Matthew William Emmens	For	Yes	For	Management
7	To re-elect Director Mr.
David John Kappler	For	Yes	For	Management
8	To re-elect Director Mr.
Patrick Langlois	For	Yes	For	Management
9	To re-appoint Deloitte
& Touche LLP as auditors of the company	For	Yes	For	Management
10	To authorize the Audit
Committee to determine the renumberation of the auditors	For	Yes	For	Management
11	To approve the directors’
renumeration report for the year ended December 31, 2006	For	Yes	For	Management
12	To authorize the allotment
of shares	For	Yes	For	Management
13	To authorize the
disapplication of pre-emption rights	For	Yes	For	Management
14	To authorize market
purchases	For	Yes	For	Management
15	To authorize donations to
EU political organizations and the incurring of EU political expenditure	For	Yes	For	Management
16	To approve the rules of
the 2007 Shire plc employee stock purchase plan and to authorize the
directors to make modifications and establish further plans	For	Yes	For	Management

| 871546206 — Meeting
Date: | 5/3/2007 |
| --- | --- |
| Record
Date: | 3/19/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director James S.
Burns	For	Yes	For	Management
2	Ratification of
appointment of Ernst & Young LLP as independent auditors	For	Yes	For	Management

| | TargeGen,
Inc. |
| --- | --- |
| Action by
Written Consent: | 5/8/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Approval of issuance of
stock	For	Yes	For	Management
2	Approval of amended and
restated articles of incorporation	For	Yes	For	Management
3	Amendment to stock option
plan	For	Yes	For	Management

| M8737E108 — Meeting
Date: | 7/27/2006 |
| --- | --- |
| Record
Date: | 6/21/2006 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Haim
Fainaro	For	Yes	For	Management
1	Elect Director Ben Zion
Hod	For	Yes	For	Management

26

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| M8737E108 — Meeting
Date: | 12/6/2006 |
| --- | --- |
| Record
Date: | 10/27/2006 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Heather
Douglas	For	Yes	For	Management
1	Elect Director Micha
Friedman	For	Yes	For	Management
1	Elect Director Eric
Johnston	For	Yes	For	Management
1	Elect Director Gad Keren	For	Yes	For	Management
1	Elect Director Barrie
Levitt	For	Yes	For	Management
1	Elect Director Tal Levitt	For	Yes	For	Management
1	Elect Director Daniel
Moros	For	Yes	For	Management
1	Elect Director Myron
Strober	For	Yes	For	Management
2	Reappoint Kost Forer
Gabbay & Kasierer as the company’s independent registered public
accounting firm and authorize the audit committee to fix the renumeration of
said independent registered public accounting firm	For	Yes	For	Management

| 88078L105 — Meeting
Date: | 10/12/2006 |
| --- | --- |
| Record
Date: | 8/28/2006 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	To approve the issuance of
securities to Ipsen, S.A. or its designated affiliate in connection with the
transactions contemplated by the stock purchase and master transaction
agreement, dated July 18, 2006, between Tercica and Ipsen S.A., as described
in the accompanying proxy statement.	For	Yes	For	Management
2	To approve the amendments
to Tercica’s amended and restated certificate of incorporation and amended
and restated bylaws, as described in the accompanying proxy statement.	For	Yes	For	Management
3	To approve additional
amendments to Tercica’s amended and restated certificate of incorporation, as
described in the accompany proxy statement.	For	Yes	For	Management
4	To approve the adoption by
Tercica of a rights agreement implementing a stockholder rights plan, as
described in the accompanying proxy statement.	For	Yes	For	Management

| 881624209 — Meeting
Date: | 10/5/2006 |
| --- | --- |
| Record
Date: | 8/29/2006 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	To approve the
remuneration of Mr. Eli Hurvitz in his capacity of chairman of the board of
Teva, in an amount of the NIS equivalent of $300,000 per annum plus VAT, to
be adjusted by the increase of the Israeli consumer price index, together
with an office and secretarial and car services. Such remuneration is to be
effective as of July 3, 2006.	For	Yes	For	Management
2	To approve the
remuneration of Dr. Phillip Frost in his capacity as vice chairman of the
board of Teva and chairman of the board’s science and technology committee,
in an amount of the NIS equivalent of $275,000 per annum plus VAT, to be
adjusted by the increase of the Israeli consumer price index. Such
remuneration is to be effective as of July 3, 2006.	For	Yes	For	Management

27

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| 883556102 — Meeting
Date: | 5/15/2007 |
| --- | --- |
| Record
Date: | 3/29/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Marijn E.
Dekkers	For	Yes	For	Management
2	Approval and adoption of
the Thermo Fisher Scientific Inc. 2007 employees’ stock purchase plan	For	Yes	For	Management
3	Ratification of selection
of independent auditors	For	Yes	For	Management

| 91324P102 — Meeting
Date: | 5/29/2007 |
| --- | --- |
| Record
Date: | 4/9/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director William C.
Ballard, Jr	For	Yes	For	Management
1	Elect Director Richard T.
Burke	For	Yes	For	Management
1	Elect Director Stephen J.
Hemsley	For	Yes	For	Management
1	Elect Director Robert J.
Darretta	For	Yes	For	Management
2	Amendment to articles of
incorporation requiring a majority vote for election of directors	For	Yes	For	Management
3	Amendment to articles of
incorporation and bylaws providing for the annual election of all members of
the board of directors	For	Yes	For	Management
4	Amendment to articles of
incorporation and bylaws to eliminate supermajority provisions for the
removal of directors	For	Yes	For	Management
5	Amendment to articles of
incorporation to eliminate supermajority provisions relating to certain
business combinations	For	Yes	For	Management
6	Adoption of restated
articles of incorporation	For	Yes	For	Management
7	Ratification of Deloitte
& Touche LLP as independent registered public accounting firm for fiscal
year ending December 31, 2007	For	Yes	For	Management

28

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| 8 | Shareholder proposal
concerning performance-vesting shares | Against | Yes | For | Shareholder |
| --- | --- | --- | --- | --- | --- |
| 9 | Shareholder proposal
concerning supplemental executive retirement plan | Against | Yes | For | Shareholder |
| 10 | Shareholder proposal
concerning an advisory resolution on compensation of named executive
officeres | For | Yes | Against | Shareholder |
| 11 | Shareholder proposal
relating to shareholder nominees for election to Unitedhealth Group’s barod
of directors | Against | Yes | For | Shareholder |

| 928566108 — Meeting
Date: | 5/18/2007 |
| --- | --- |
| Record
Date: | 4/2/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director W. James
Fitzsimmons	For	Yes	For	Management
1	Elect Director Brian E.
Farley	For	Yes	For	Management
2	Ratification of
appointment of independent registered public accounting firm	For	Yes	For	Management

| 942683103 — Meeting
Date: | 5/4/2007 |
| --- | --- |
| Record
Date: | 3/16/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Dr. Allen
Chao	For	Yes	For	Management
1	Elect Director Michel J.
Feldman	For	Yes	For	Management
1	Elect Director Fred G.
Weiss	For	Yes	For	Management
2	Approval of the second amendment
and restatement of the 2001 incentive award plan of Watson Pharmaceuticals,
Inc.	For	Yes	For	Management
3	Ratification of the
appointment of Pricewaterhousecoopers LLP as our independent registered
public accounting firm for the 2007 fiscal year	For	Yes	For	Management

| 94973V107 — Meeting
Date: | 5/16/2007 |
| --- | --- |
| Record
Date: | 3/15/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Elect Director Sheila P.
Burke	For	Yes	For	Management
1	Elect Director Victor S.
Liss	For	Yes	For	Management
1	Elect Director Jane G.
Pisano, Ph.D.	For	Yes	For	Management
1	Elect Director George A.
Schaefer, Jr.	For	Yes	For	Management
1	Elect Director Jackie M.
Ward	For	Yes	For	Management
1	Elect Director John E.
Zuccotti	For	Yes	For	Management
2	To approve majority voting
for the election of directors in non-contested elections	For	Yes	For	Management
3	To ratify the appointment
of Ernst & Young LLP as the independent registered public accounting firm
for the company for 2007.	For	Yes	For	Management

29

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| | Xanthus
Pharmaceuticals, Inc. |
| --- | --- |
| Action by
Written Consent: | 11/6/2006 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Issuance of
securities	For	No	None	Management
2	Amendment of
certificate of incorporation	For	No	None	Management
3	Waiver of
rights of first refusal	For	No	None	Management
4	Approval of
new purchasers	For	No	None	Management
5	Adoption of
employee perfomance incentive plan	For	No	None	Management

| | Xanthus
Pharmaceuticals, Inc. |
| --- | --- |
| Action by
Written Consent: | 4/30/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Amendment to certificate
of incorporation	For	Yes	For	Management
2	Issuance of securities	For	Yes	For	Management
3	Waiver of rights of first
refusal	For	Yes	For	Management
4	Amendment to stockholders’
agreement	For	Yes	For	Management
5	Approval of officers of
Company with power of attorney	For	Yes	For	Management
6	Amendment to stock option
plan	For	Yes	For	Management

| | Xoft,
Inc. |
| --- | --- |
| Action by
Written Consent: | 3/30/2007 |

#	Proposal	Mgt. Recommends	Voted	Vote Cast	Sponsor
1	Approval of amended and
restated certificate of incorporation	For	No	None	Management
2	Approval of financing	For	No	None	Management
3	Approval of financing
documents	For	No	None	Management
4	Approval of changes to
stock plan	For	No	None	Management
5	Appointment of Director	For	No	None	Management
6	Approval of
indemnification of agreements	For	No	None	Management
7	Approval of issuance of
warrants	For	No	None	Management
8	Approval of omnibus
resolution	For	No	None	Management

30

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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)*
	(Daniel Omstead, President)
	/s/ Daniel Omstead
Date	8/24/07

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

SEQ.=1,FOLIO='',FILE='C:\JMS\jvangc\07-18565-1\task2369714\18565-1-jc.htm',USER='jvangb',CD='Aug 23 00:10 2007'