UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF

The Brazil Fund, Inc.

Investment Company Act file number 811-5269

The Brazil Fund, Inc.

(Exact name of registrant as specified in charter)

 

345 Park Avenue

New York, NY 10154

(Address of principal executive offices)             (Zip code)

 

John Millette

Secretary

Two International Place

Boston, MA 02110

(Name and address of agent for service)

Registrant's telephone number, including area code: 617-295-1000

Date of fiscal year end: 06/30  

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

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 (§§ 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. § 3507.


 

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

ICA File Number: 811-05269
Reporting Period: 07/01/2005 - 06/30/2006
The Brazil Fund Inc.









========================= A      THE BRAZIL FUND, INC. =========================


AES TIETE SA(FORMERLY COMPANHIA DE GERACAO DE ENERGIA TIETE)

Ticker:                      Security ID:  P4991B101
Meeting Date: MAR 21, 2006   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports and Approve Allocation of Income
2     Approve Aggregate Annual  Remuneration of For       For        Management
      Directors
3     Elect Employee Representative and         For       For        Management
      Alternate to the Board
4     Elect Directors                           For       For        Management
5     Elect Supervisory Board                   For       For        Management


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ALL AMERICA LATINA LOGISTICASA

Ticker:                      Security ID:  P7896K183
Meeting Date: MAR 27, 2006   Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Fiscal Year Ended 12-31-05
2     Approve Allocation of Income and          For       For        Management
      Dividends
3     Elect Directors and Supervisory Board     For       For        Management
      Members
4     Approve Remuneration of Directors         For       For        Management
5     Amend Company Bylaws to Comply with       For       For        Management
      Updated BOVESPA Regulations Re: Level 2
      Corporate Governance Practices


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ARACRUZ CELULOSE

Ticker:                      Security ID:  P0441Z110
Meeting Date: APR 28, 2006   Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       Did Not    Management
      Reports for Fiscal Year Ended 12-31-05              Vote
2.1   Approve Allocation of Income; Ratify      For       Did Not    Management
      Payment of Interest on Capital of BRL               Vote
      320.7 Million as Approved at the Board
      Meetings Held on 4-19-05, 5-19-05,
      6-20-05, and 12-20-05
2.2   Approve Distribution of Dividends in the  For       Did Not    Management
      Aggregate Nominal Amount of BRL 150                 Vote
      Million
3     Approve Capital Budget                    For       Did Not    Management
                                                          Vote
4     Elect Supervisory Board Members           For       Did Not    Management
                                                          Vote
5     Elect Members to the Board of Directors   For       Did Not    Management
      to Fill Vancancies                                  Vote
6     Approve Annual Aggregate Remuneration of  For       Did Not    Management
      Directors and Supervisory Board                     Vote
7     Amend Article 5 of Bylaws to Reflect the  For       Did Not    Management
      Correct Share Capital Composition                   Vote


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BANCO BRADESCO S.A.

Ticker:                      Security ID:  P1808G117
Meeting Date: MAR 27, 2006   Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports and Approve Allocation of Income
2     Elect Directors                           For       For        Management
3     Elect Supervisory Board Members           For       For        Management
4     Approve Aggregate Annual Remuneration of  For       For        Management
      Directors
5     Cancel Company Treasury Shares and        For       For        Management
      Transfrom the Ethics Committee into a
      Statutory Body
6     Amend Articles Re: Modifications in the   For       For        Management
      Previous Item


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BANCO ITAU HOLDING FINANCEIRA(FRMLY BANCO ITAU S.A.)

Ticker:                      Security ID:  P1391K111
Meeting Date: APR 26, 2006   Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Allocation of Income              For       For        Management
3     Elect Directors                           For       For        Management
4     Elect Supervisory Board Members           For       For        Management
5     Approve Remuneration of Directors and     For       For        Management
      Supervisory Board Members
6a    Amend Bylaws Re: Committees and Age Limit For       Against    Management
      for Board of Directors
6b    Amend Stock Option Plan to Reflect the    For       Against    Management
      Renaming of the  Compensation Committee
      Pursuant to Item 6a Above
7     Designate Newspaper to Publish Meeting    For       For        Management
      Announcements


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BRASIL TELECOM PARTICIPACOES S.A. (FRM.TELE CENTRO SUL PARTI

Ticker:                      Security ID:  2292656
Meeting Date: JUL 27, 2005   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Remove Directors and Elect New Directors  For       Did Not    Management
      to the Board                                        Vote
2     Elect Chairman and Co-chairman            For       Did Not    Management
                                                          Vote


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BRASIL TELECOM PARTICIPACOES S.A. (FRM.TELE CENTRO SUL PARTI

Ticker:                      Security ID:  P18430150
Meeting Date: JUL 27, 2005   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Remove Directors and Elect New Directors  For       For        Management
      to the Board
2     Elect Chairman and Co-chairman            For       For        Management


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BRASIL TELECOM SA(FORMERLY TELEPAR, TELECOM. DO PARANA)

Ticker:                      Security ID:  P18445158
Meeting Date: SEP 30, 2005   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Replacement of Current Board      For       For        Management
      Members with New Board Members
2     Elect Chairman and Co-Chairman of the     For       For        Management
      Board


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BRASKEM S.A. (FRMRLY. COPENE-PETROQUIMICA DO NORDESTE)

Ticker:                      Security ID:  B0774N4
Meeting Date: OCT 3, 2005    Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Directors in Light of Resignations  For       Did Not    Management
                                                          Vote


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CEMIG, COMPANHIA ENERGETICA DE MINAS GERAIS

Ticker:                      Security ID:  P2577R110
Meeting Date: APR 28, 2006   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Fiscal Year Ended 12-31-05
2     Approve Allocation of Income              For       For        Management
3     Approve Payment Date of Complementary     For       For        Management
      Interest on Capital and Dividends in the
      Amount of BRL 1.09 Billion
4     Elect Principal and Alternates Board      For       For        Management
      Members
5     Elect Principal and Alternate Supervisory For       For        Management
      Board Members; Fix Their Remuneration
6     Approve Remuneration of Directors         For       For        Management


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COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

Ticker:                      Security ID:  P0273S127
Meeting Date: APR 20, 2006   Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Allocation of Income and          For       For        Management
      Dividends
3     Ratify the Remuneration of Directors for  For       For        Management
      2005 and Approve Director Remuneration
      for 2006
4     Elect Supervisory Board Members and Fix   For       For        Management
      their Remuneration
5     Designate Newspaper to Publish Meeting    For       For        Management
      Announcements
1     Approve Increase in Capital by BRL 13.6   For       For        Management
      Million Corresponding to the Partial
      Capitalization of the Fiscal Benefit
      Obtained by the Company and Issuance of
      Shares with Preemptive Rights
2     Approve Increase in Capital by BRL 5.8    For       For        Management
      Million Corresponding  to a
      Capitalization of 30 Percent of the
      Fiscal Benefit Obtained by the Company
      With Partial Amortization of the Special
      Interest Reserve, Without Share Issuance
3     Approve the Broadening of the Company's   For       For        Management
      Purpose
4     Approve Elimination of the Income         For       For        Management
      Allocation towards the  Investment
      Reserve
5     Amend Stock Option Plan                   For       Against    Management
6     Amend and Consolidate Bylaws Pursuant to  For       For        Management
      Items 1, 2, 3, and 4 of the Special
      Meeting Agenda


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COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

Ticker:                      Security ID:  P0273S135
Meeting Date: APR 20, 2006   Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Allocation of Income and          For       For        Management
      Dividends
3     Ratify the Remuneration of Directors for  For       For        Management
      2005 and Approve Director Remuneration
      for 2006
4     Elect Supervisory Board Members and Fix   For       For        Management
      their Remuneration
5     Designate Newspaper to Publish Meeting    For       For        Management
      Announcements
1     Approve Increase in Capital by BRL 13.6   For       For        Management
      Million Corresponding to the Partial
      Capitalization of the Fiscal Benefit
      Obtained by the Company and Issuance of
      Shares with Preemptive Rights
2     Approve Increase in Capital by BRL 5.8    For       For        Management
      Million Corresponding  to a
      Capitalization of 30 Percent of the
      Fiscal Benefit Obtained by the Company
      With Partial Amortization of the Special
      Interest Reserve, Without Share Issuance
3     Approve the Broadening of the Company's   For       For        Management
      Purpose
4     Approve Elimination of the Income         For       For        Management
      Allocation towards the  Investment
      Reserve
5     Amend Stock Option Plan                   For       Against    Management
6     Amend and Consolidate Bylaws Pursuant to  For       For        Management
      Items 1, 2, 3, and 4 of the Special
      Meeting Agenda


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COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

Ticker:                      Security ID:  2361932
Meeting Date: JUL 28, 2005   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Designate Appraisal Firm to Conduct       For       Did Not    Management
      Appraisal of InBev Holding Brasil S.A.'s            Vote
      Net Equity Value
2     Designate Appraisal Firm to Conduct an    For       Did Not    Management
      Appraisal of the Net Equity Value of the            Vote
      Company and its Controlling Company,
      InBev
3     Approve Appraisal Report                  For       Did Not    Management
                                                          Vote
4     Approve Protocol and Justification for    For       Did Not    Management
      Incorporation                                       Vote
5     Authorize the Cancellation of the         For       Did Not    Management
      Company's Common and  Preferred Shares              Vote
      Held by InBev Brasil and Consequent
      Issuance of New Common and Preferred
      Shares of the Company to Be Granted to
      InBev Brasil's Shareholders in Light of
      the Proposed Incorporation
6     Authorize Board to Ratify and Execute     For       Did Not    Management
      Approved Resolutions                                Vote


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COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

Ticker:                      Security ID:  P0273S135
Meeting Date: JUL 28, 2005   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Designate Appraisal Firm to Conduct       For       For        Management
      Appraisal of InBev Holding Brasil S.A.'s
      Net Equity Value
2     Designate Appraisal Firm to Conduct an    For       For        Management
      Appraisal of the Net Equity Value of the
      Company and its Controlling Company,
      InBev
3     Approve Appraisal Report                  For       For        Management
4     Approve Protocol and Justification for    For       For        Management
      Incorporation
5     Authorize the Cancellation of the         For       For        Management
      Company's Common and  Preferred Shares
      Held by InBev Brasil and Consequent
      Issuance of New Common and Preferred
      Shares of the Company to Be Granted to
      InBev Brasil's Shareholders in Light of
      the Proposed Incorporation
6     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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COMPANHIA DE CONCESSOES RODOVIARIAS

Ticker:                      Security ID:  P1413U105
Meeting Date: FEB 1, 2006    Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve 1:4 Stock Split                   For       Did Not    Management
                                                          Vote
2     Amend Bylaws Re: Company's Objective      For       Did Not    Management
                                                          Vote
3     Modification of the Company's Capital     For       Did Not    Management
      Limit Pursuant to the Stock Split                   Vote
4     Amend Bylaws Re: Stock Split, Company's   For       Did Not    Management
      Objective, and the Capital Limit;                   Vote
      Adaptation to the New Requirements of the
      Novo Mercado
5     Consolidate Bylaws                        For       Did Not    Management
                                                          Vote


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COMPANHIA DE CONCESSOES RODOVIARIAS

Ticker:                      Security ID:  P1413U105
Meeting Date: MAR 29, 2006   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Fiscal  Year Ended Dec. 31,
      2005
2     Approve Revision to Capital Budget        For       For        Management
3     Approve Allocation of Income              For       For        Management
4     Fix Number of Directors                   For       For        Management
5     Elect Directors                           For       For        Management
6     Approve Remuneration of Directors         For       For        Management
7     Approve Installation of the Supervisory   For       For        Management
      Board


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COMPANHIA DE CONCESSOES RODOVIARIAS

Ticker:                      Security ID:  P1413U105
Meeting Date: NOV 16, 2005   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Long-term Incentive Plan          For       Did Not    Management
                                                          Vote


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COMPANHIA SIDERURGICA NACIONAL (CSN)

Ticker:                      Security ID:  P8661X103
Meeting Date: APR 28, 2006   Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Dividends                         For       For        Management
3     Approve Allocation of Income              For       For        Management
4     Elect Directors                           For       For        Management
5     Approve Remuneration of Directors         For       For        Management
6     Approve Acquisition of Companhia          For       For        Management
      Metalurgica Prada (Prada)
7     Authorize Board to Ratify and Execute the For       For        Management
      Acqusition Proposal
8     Amend Bylaws                              For       Against    Management


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COMPANHIA SIDERURGICA NACIONAL (CSN)

Ticker:                      Security ID:  B019KX8
Meeting Date: JUL 7, 2005    Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Cancel 14,849,099 Company Treasury Shares For       Did Not    Management
      Without Reduction in Capital                        Vote
2     Amend Arts. 5 and 7 to Reflect Changes in For       Did Not    Management
      Capital Following the Previous Item                 Vote


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COMPANHIA SIDERURGICA NACIONAL (CSN)

Ticker:                      Security ID:  P8661X103
Meeting Date: JUL 7, 2005    Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Cancel 14,849,099 Company Treasury Shares For       For        Management
      Without Reduction in Capital
2     Amend Arts. 5 and 7 to Reflect Changes in For       For        Management
      Capital Following the Previous Item


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COMPANHIA SIDERURGICA NACIONAL (CSN)

Ticker:                      Security ID:  P8661X103
Meeting Date: MAY 12, 2006   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Bylaws                              For       Against    Management


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COMPANHIA SOUZA CRUZ

Ticker:                      Security ID:  P26663107
Meeting Date: MAR 10, 2006   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Fiscal Year Ended Dec. 31,
      2005
2     Approve Allocation of Income and          For       For        Management
      Dividends
3     Elect Director                            For       For        Management
4     Approve Remuneration of Directors         For       For        Management


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COMPANHIA SOUZA CRUZ

Ticker:                      Security ID:  2832148
Meeting Date: OCT 25, 2005   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Bylaws Re: Corporate Purpose,       For       Did Not    Management
      Residency Requirements to Serve on the              Vote
      Board, Dividends, and Consolidate
      Modifications


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COMPANHIA SOUZA CRUZ

Ticker:                      Security ID:  P26663107
Meeting Date: OCT 25, 2005   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Bylaws Re: Corporate Purpose,       For       Did Not    Management
      Residency Requirements to Serve on the              Vote
      Board, Dividends, and Consolidate
      Modifications


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

COMPANHIA VALE DO RIO DOCE

Ticker:       RIODF          Security ID:  P2605D109
Meeting Date: APR 27, 2006   Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Allocation of Income and Capital  For       For        Management
      Budget for 2006
3     Elect Supervisory Board Members           For       For        Management
4     Approve Remuneration of Directors and     For       For        Management
      Supervisory Board Members
1     Approve 1:2 Stock Split and Amend Bylaws  For       For        Management
      Accordingly
2     Amend Chapter IV of the Company's Bylaws  For       For        Management
      Re: Advisory Committees
3     Consolidate Bylaws Pursuant to Approved   For       For        Management
      Amendments at the EGMs Held on Aug. 18,
      2004, April 27, 2005, and July 19, 2005
      as well as the Modifications in Items 1
      and 2 of the Special Meeting Agenda


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COMPANHIA VALE DO RIO DOCE

Ticker:       RIODF          Security ID:  P2605D109
Meeting Date: JUL 19, 2005   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Bylaws Re: Improving Corporate      For       For        Management
      Governance Practices
2     Elect Supervisory Board Member and        For       For        Management
      Alternate


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COMPANHIA VALE DO RIO DOCE

Ticker:       RIODF          Security ID:  P2605D109
Meeting Date: MAR 31, 2006   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Protocol and Justification Re:    For       For        Management
      Incorporation of Shares of Caemi
      Mineracao e Metalurgia SA
2     Ratify Firm Appointed to Perform Shares   For       For        Management
      Appraisal Valuation Report
3     Approve Appraisal Report                  For       For        Management
4     Approve Incorporation of Caemi's Shares   For       For        Management
      into Company
5     Approve Capital Increase Through          For       For        Management
      Incorporation of Caemi's Shares and
      Issuance of 64.15 Million of Preference A
      Shares without Preemptive Rights; Amend
      Article 5


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CONTAX PARTICIPACOES S A(FORMERLY CAROACI PARTICIPACOES SA )

Ticker:                      Security ID:  P3144E103
Meeting Date: APR 18, 2006   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Fiscal Year Ended 12-31-05
2     Approve Allocation of Income and          For       For        Management
      Dividends
3     Elect Board of Directors and Respective   For       For        Management
      Alternates
4     Approve Remuneration of Directors         For       For        Management


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CONTAX PARTICIPACOES S A(FORMERLY CAROACI PARTICIPACOES SA )

Ticker:                      Security ID:  P51378100
Meeting Date: MAR 10, 2006   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Articles Re: Establishing a Reserve For       Did Not    Management
                                                          Vote
2     Amend Bylaws Re: Location of Headquarters For       Did Not    Management
                                                          Vote


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CYRELA BRAZIL RLTY S AEMPREENDIMENTOS EPARTICIPACOES

Ticker:                      Security ID:  P34085103
Meeting Date: APR 28, 2006   Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Fiscal Year Ended 12-31-05
2     Approve Allocation of Income; Approve     For       For        Management
      Dividends and Ratify Interim Dividends in
      the Aggregate Amount of BRl 40 Million
3     Elect Board of Directors                  For       For        Management
4     Approve Annual Aggregate Remuneration of  For       For        Management
      Directors
5     Amend Article 6 of Bylaws to Reflect      For       Against    Management
      Capital Increase Ratified at the Board
      Meeting Held on 9-26-05
6     Elect New Auditors                        For       For        Management
7     Amend Stock Option Plan for Executives    For       Against    Management
      Officers, Employees, and Other Parties
      that Render Services to the Company
      and/or Subsidiaries


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CYRELA BRAZIL RLTY S AEMPREENDIMENTOS EPARTICIPACOES

Ticker:                      Security ID:  P34085103
Meeting Date: MAY 24, 2006   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Protocol and Justification for    For       For        Management
      the Incorporation of RJZ Participacoes e
      Investimentos S.A. by the Company
2     Ratify Terco Grant Thornton Auditores     For       For        Management
      Independentes Sociedade Simples as the
      Appraisal Firm
3     Approve Appraisal Report of RJZ           For       For        Management
      Participacoes e Investimentos S.A's Net
      Equity
4     Approve Acquisition of RJZ Participacoes  For       For        Management
      e Investimentos S.A.
5     Approve Increase in Capital Resulting     For       For        Management
      from the Incorporation and Amend Article
      6
6     Create a CEO Position to Manage the       For       For        Management
      Company's Business in the State of Rio de
      Janeiro and Amend Articles 27 and 31
7     Elect Directors                           For       For        Management
8     Other Business                            For       Against    Management


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DIAGNOSTICOS DA AMERICA SA

Ticker:                      Security ID:  B03WBK9
Meeting Date: AUG 1, 2005    Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Incorporation of Subsidiaries     For       Did Not    Management
                                                          Vote
2     Approve Acquisition of 21 Million Shares  For       Did Not    Management
      of Laboratorio Frishcmann Aisengart S.A.,           Vote
      Representative of 92.92 Percent of  that
      Company's Capital


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

DIAGNOSTICOS DA AMERICA SA

Ticker:                      Security ID:  P3589C109
Meeting Date: AUG 1, 2005    Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Incorporation of Subsidiaries     For       For        Management
2     Approve Acquisition of 21 Million Shares  For       For        Management
      of Laboratorio Frishcmann Aisengart S.A.,
      Representative of 92.92 Percent of  that
      Company's Capital


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

DIAGNOSTICOS DA AMERICA SA

Ticker:                      Security ID:  P3589C109
Meeting Date: DEC 12, 2005   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Bylaws Re: Executive Officer Board  For       For        Management
2     Approve Acquisition of 4.3 Million Common For       For        Management
      Shares Representing 100 Percent of the
      Image Memorial SA's Empreendimentos e
      Participacoes Hospitalares Share Capital


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DIAGNOSTICOS DA AMERICA SA

Ticker:                      Security ID:  P3589C109
Meeting Date: MAR 17, 2006   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Elect Members to the Board of Directors   For       For        Management
3     Approve Aggregate Annual Remuneration of  For       For        Management
      Directors


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

DIAGNOSTICOS DA AMERICA SA

Ticker:                      Security ID:  P3589C109
Meeting Date: MAR 3, 2006    Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Bylaws Re: Increase in Authorized   For       Against    Management
      Capital, Inclusion of Provisions Relating
      to the Widely-held Ownership of the
      Company and, Adaptation to the
      Modifications of the Novo Mercado Listing
      Requirements
2     Ratify Acquisition of 8,953 Shares,       For       For        Management
      Representing 100 Percent of Laboratorio
      Alvaro S.A.'s  Capital


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

EDP ENERGIAS DO BRASIL SA

Ticker:                      Security ID:  P3769R108
Meeting Date: APR 26, 2006   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Modify the Number of Directors on the     For       Against    Management
      Board and Elect Directors to Fill
      Vacancies


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

EDP ENERGIAS DO BRASIL SA

Ticker:                      Security ID:  P3769R108
Meeting Date: MAR 28, 2006   Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Capital Budget                    For       For        Management
3     Approve Allocation of Income and          For       For        Management
      Dividends
4     Fix Number and Elect Directors            For       For        Management
5     Approve Aggregate Remuneration of         For       For        Management
      Directors
6     Amend Bylaws Re: Novo Mercado's New       For       For        Management
      Regulations and Ratify Amendment to
      Article 5


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

EDP ENERGIAS DO BRASIL SA

Ticker:                      Security ID:  B0D7494
Meeting Date: SEP 14, 2005   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Directors and Fix their             For       Did Not    Management
      Remuneration                                        Vote


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

EDP ENERGIAS DO BRASIL SA

Ticker:                      Security ID:  BRENBRACNOR2
Meeting Date: SEP 14, 2005   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Directors and Fix their             For       Did Not    Management
      Remuneration                                        Vote


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

EDP ENERGIAS DO BRASIL SA

Ticker:                      Security ID:  P3769R108
Meeting Date: SEP 14, 2005   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Directors and Fix their             For       Did Not    Management
      Remuneration                                        Vote


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

EMBRAER, EMPRESA BRASILEIRA DE AERONAUTICA

Ticker:                      Security ID:  P3700H169
Meeting Date: APR 28, 2006   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Fiscal Year Ended 12-31-05
3     Approve Allocation of Income              For       For        Management
3     Elect Supervisory Board Members for       For       For        Management
      Period 2006-2007
4     Approve Remuneration of Supervisory Board For       For        Management
      and Aggregate Annual Remuneration of
      Directors


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

EMBRAER, EMPRESA BRASILEIRA DE AERONAUTICA

Ticker:                      Security ID:  P3700H169
Meeting Date: MAR 31, 2006   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Bylaws to Include a Provision       For       For        Management
      Granting All Shareholders  Voting Rights
      with Regards to the Incorporation of the
      Company and Rio Han Empreendimentos e
      Participacoes
2     Ratify Appraisal Firms                    For       For        Management
3     Approve Appraisal Reports                 For       For        Management
4     Approve Incorporation and Justification   For       For        Management
      Protocol Re: the Incorporation of Embraer
      and Rio Han
5     Approve Merger of the Company and Rio Han For       For        Management


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

GERDAU S.A.

Ticker:                      Security ID:  P2867P113
Meeting Date: APR 27, 2006   Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Allocation of Income              For       For        Management
3     Elect Directors and Fix their             For       For        Management
      Remuneration
4     Elect Supervisory Board Members and Fix   For       For        Management
      their Remuneration
5     Amend Article 2 Pursuant to the Company's For       For        Management
      Restructuring in 2005
6     Amend Article 4 to Reflect Changes in     For       For        Management
      Capital
7     Amend Article 5 Re: the Requirement for   For       For        Management
      Board Members to Submit a Consent Form
      Regarding their Adherence to Bovespa's
      Level 1 Corporate Governance Listing
      Segment
8     Approve Cancellation of Series 13         For       For        Management
      Debenture Issuance
9     Consolidate Bylaws in Light of the        For       For        Management
      Proposed Amendments
10    Re-ratify the Inclusion of the Real       For       For        Management
      Estate Property in the EGM Minutes for
      May 31, 1995 and June 30, 1997


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

LOCALIZA RENT A CAR SA

Ticker:                      Security ID:  P6330Z111
Meeting Date: APR 26, 2006   Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Remove Current Directors                  For       For        Management
2     Elect Directors                           For       For        Management
3     Accept Financial Statements and Statutory For       For        Management
      Reports
4     Approve Allocation of Income and          For       For        Management
      Dividends and Approve Capital Budget for
      2006
5     Ratify Interest on Capital Payments       For       For        Management
6     Approve Aggregate Annual Remuneration of  For       For        Management
      Directors
7     Approve New Stock Option Plan             For       Against    Management


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

LOCALIZA RENT A CAR SA

Ticker:                      Security ID:  P6330Z111
Meeting Date: MAR 8, 2006    Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Bylaws                              For       Against    Management
2     Approve Consolidation of Bylaws           For       Against    Management


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

NATURA COSMETICOS SA, SAO PAULO

Ticker:                      Security ID:  P7088C106
Meeting Date: MAR 29, 2006   Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Fiscal Year Ended 12-31-05
2     Approve Capital Budget, Allocation of     For       For        Management
      Income, Dividends Paid and Interest on
      Capital
3     Elect Members of Board of Directors       For       For        Management
4     Approve Remuneration of Directors         For       For        Management
5     Designate Newspaper to Publish Meeting    For       For        Management
      Announcements
1     Approve 5-for-1 Stock Split               For       For        Management
2     Amend Articles 5 and 6 Re: Reflect Stock  For       For        Management
      Split
3     Amend Article 1 Re:  Compliance with      For       For        Management
      Updates to BOVESPA Novo Mercado Listing
      Requirements; Consolidation of Amendments
4     Approve Amended and Restated Articles of  For       For        Management
      Incorporation


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

OBRASCON HUARTE LAIN BRASIL SA

Ticker:                      Security ID:  P73376108
Meeting Date: APR 19, 2006   Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Fiscal Year Ended 12-31-05
2     Approve Allocation of Income and Approve  For       For        Management
      Capital Budget
3     Elect Members of the Board of Directors   For       For        Management
4     Amend Company Bylaws to Comply with       For       For        Management
      Updated BOVESPA Regulations Re: Novo
      Mercado Corporate Governance Practices
5     Approve Remuneration of Directors         For       For        Management
6     Approve Merger by Absorption of           For       For        Management
      Subsidiary Latina Infraestrutura SA;
      Authorize Board to to Take All Necessary
      Measures to Complete the Merger


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

PETROLEO BRASILEIRO

Ticker:                      Security ID:  P78331140
Meeting Date: APR 3, 2006    Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Capital Budget                    For       For        Management
3     Approve Allocation of Income              For       For        Management
4     Elect Directors                           For       For        Management
5     Elect Board Chairman                      For       For        Management
6     Elect Supervisory Board Members and their For       For        Management
      Alternates
7     Approve Remuneration of Directors,        For       Against    Management
      Including Participation in  the Company's
      Profit and Approve Supervisory Board's
      Remuneration
8     Approve Increase in Capital from BRL      For       For        Management
      32.896 Million to BRL 48.248 Million
      through Capitalization of Reserves,
      Without Issuance


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

PETROLEO BRASILEIRO

Ticker:       PBR            Security ID:  2684532
Meeting Date: AUG 30, 2005   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Protocol and Justification for    For       Did Not    Management
      Partial Spin-off of Downstream                      Vote
      Participacoes Ltda. and Incorporation of
      the Spun-off Portion by Petrobras
2     Ratify Appraisal Firm                     For       Did Not    Management
                                                          Vote
3     Approve Appraisal Report of the Spun-off  For       Did Not    Management
      Portion to be Incorporated by Petrobras             Vote
4     Approve Spin-Off Following the            For       Did Not    Management
      Incorporation of the Spun-off Portion's             Vote
      Capital
5     Authorize Executive Board to Ratify and   For       Did Not    Management
      Execute Approved  Resolutions                       Vote
6     Elect Director to the Board               For       Did Not    Management
                                                          Vote


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

PETROLEO BRASILEIRO

Ticker:       PBR            Security ID:  P78331140
Meeting Date: AUG 30, 2005   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Protocol and Justification for    For       Did Not    Management
      Partial Spin-off of Downstream                      Vote
      Participacoes Ltda. and Incorporation of
      the Spun-off Portion by Petrobras
2     Ratify Appraisal Firm                     For       Did Not    Management
                                                          Vote
3     Approve Appraisal Report of the Spun-off  For       Did Not    Management
      Portion to be Incorporated by Petrobras             Vote
4     Approve Spin-Off Following the            For       Did Not    Management
      Incorporation of the Spun-off Portion's             Vote
      Capital
5     Authorize Executive Board to Ratify and   For       Did Not    Management
      Execute Approved  Resolutions                       Vote
6     Elect Director to the Board               For       Did Not    Management
                                                          Vote


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

PORTO SEGURO SA

Ticker:                      Security ID:  P7905C107
Meeting Date: MAR 31, 2006   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Allocation of Income              For       For        Management
3     Ratify Board's Decision Re: Interest on   For       For        Management
      Capital Payment
4     Approve Date for Interest on Capital      For       For        Management
      Payment
5     Elect Directors and Nominate the Chairman For       For        Management
      and Co-chairman
6     Approve Remuneration of Directors and     For       For        Management
      Executive Officer Board
1     Amend the Company's Bylaws Pursuant to    For       For        Management
      the Changes for the Novo Mercado Listing
      Segment
2     Approve Change to Company's Headquarters  For       For        Management
      and Amend Art. 2 Accordingly
3     Approve Increase in Board Term from One   For       For        Management
      to Two Years and Amend Article 14
      Accordingly
4     Consolidate Bylaws                        For       For        Management


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

SABESP, COMPANHIA SANEAMENTO BASICO SAO PAULO

Ticker:                      Security ID:  P8228H104
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Fiscal Year Ended 12-31-05
2     Approve Allocation of Income; Transfer    For       For        Management
      Balance of the Accumulated Profits
      Account into the Investment Reserves
      Account
3     Elect Members of the Board of Directors   For       For        Management
      and Supervisory Board, and Their
      Respective Alternates


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

SABESP, COMPANHIA SANEAMENTO BASICO SAO PAULO

Ticker:                      Security ID:  2158543
Meeting Date: JUL 29, 2005   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Arts. 17 through 24 Re:             For       Did Not    Management
      Establishing Audit Committee to Comply              Vote
      with the Sarbanes-Oxley Act of 2002
2     Transact Other Business (Voting)          For       Did Not    Management
                                                          Vote


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

SABESP, COMPANHIA SANEAMENTO BASICO SAO PAULO

Ticker:                      Security ID:  P8228H104
Meeting Date: JUL 29, 2005   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Arts. 17 through 24 Re:             For       For        Management
      Establishing Audit Committee to Comply
      with the Sarbanes-Oxley Act of 2002
2     Transact Other Business (Voting)          For       Against    Management


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

SABESP, COMPANHIA SANEAMENTO BASICO SAO PAULO

Ticker:                      Security ID:  P8228H104
Meeting Date: MAR 27, 2006   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Directors                           For       For        Management
2     Approve Remuneration of Directors         For       For        Management
3     Other Business                            For       Against    Management


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

SADIA S.A.

Ticker:                      Security ID:  P8711W105
Meeting Date: APR 26, 2006   Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Article 15 Re: Election of          For       For        Management
      Vice-Chairmen by the General Meeting;
      Elimination of Paragraph 2; Inclusion of
      Provisions Regarding Appointment of
      Members of the Board and Conflict of
      Interest
2     Amend Article 16 Re: Board Meetings       For       For        Management
3     Consolidate Amendments to Articles        For       For        Management
4     Accept Financial Statements and Statutory For       For        Management
      Reports for Fiscal Year Ended 12-31-05
5     Approve Allocation of Income; Ratify      For       For        Management
      Dividends
6     Elect Members to Board of Directors and   For       For        Management
      Approve Their Remuneration
7     Elect Supervisory Board Members and       For       For        Management
      Alternates; Fix Their Remuneration


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

SADIA S.A.

Ticker:                      Security ID:  P8711W105
Meeting Date: DEC 15, 2005   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Ratify the Elimination of a 10 Percent    For       Did Not    Management
      Higher Dividend Payment for Preferred               Vote
      Shares than that Attributed to Common
      Shares


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

SAO PAULO ALPARGATAS S.A.

Ticker:                      Security ID:  P8511H118
Meeting Date: APR 20, 2006   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect One Member and Alternate to the     For       Did Not    Management
      Board of Directors                                  Vote


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

SAO PAULO ALPARGATAS S.A.

Ticker:                      Security ID:  P8511H118
Meeting Date: APR 7, 2006    Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Fiscal Year Ended Dec. 31,
      2005
2     Approve Allocation of Income and          For       For        Management
      Dividends and Approve Capital Budge for
      2006
3     Elect Supervisory Board Members           For       For        Management
4     Approve Remuneration of Directors         For       For        Management
5     Authorize Increase in Capital by BRL 48   For       For        Management
      Million through  Capitalization of
      Reserves and Amend Article 5 Accordingly
6     Consolidate Bylaws                        For       For        Management


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

SUBMARINO S A

Ticker:                      Security ID:  P87505114
Meeting Date: MAR 28, 2006   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Allocation of Income and          For       For        Management
      Dividends
3     Elect Directors                           For       For        Management
4     Approve Remuneration of Directors         For       For        Management
5     Adopt New Bylaws in Light of Changes to   For       Against    Management
      the Novo Mercado Regulations
6     Ratify Acquisition of Travelweb Viagens e For       For        Management
      Turismo Ltda.
7     Ratify Special Purpose Contracts with     For       For        Management
      Cetelem America Ltda and Cetelem Brasil
      SA Re: Promotion of Financial Products
      and Services
8     Approve New Stock Option Plan             For       Against    Management


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

TAM SA (FRM. TAM - CIA DE INVESTIMENTOS EM TRANSPORTES  TAM

Ticker:                      Security ID:  P8947T132
Meeting Date: APR 28, 2006   Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Allocation of Income and          For       For        Management
      Dividends
3     Elect Directors                           For       For        Management
4     Elect Supervisory Board Members and Fix   For       For        Management
      their Remuneration
5     Amend Bylaws Re: New Level 2 Novo Mercado For       For        Management
      Listing Regulations


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

TAM SA (FRM. TAM - CIA DE INVESTIMENTOS EM TRANSPORTES  TAM

Ticker:                      Security ID:  2324496
Meeting Date: AUG 31, 2005   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director to the Board in Light of   For       Did Not    Management
      Resignation                                         Vote


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

TAM SA (FRM. TAM - CIA DE INVESTIMENTOS EM TRANSPORTES  TAM

Ticker:                      Security ID:  P8947T132
Meeting Date: AUG 31, 2005   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director to the Board in Light of   For       For        Management
      Resignation


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

TAM SA (FRM. TAM - CIA DE INVESTIMENTOS EM TRANSPORTES  TAM

Ticker:                      Security ID:  P8947T132
Meeting Date: DEC 6, 2005    Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Remuneration of Directors         For       Did Not    Management
                                                          Vote
2     Amend Article 14 Re:  Establish That for  For       Did Not    Management
      Shareholders Wishing to Vote by Proxy               Vote
      Must Submit Powers of Attorney 48 Hours
      Prior to the Meeting


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

TAM SA (FRM. TAM - CIA DE INVESTIMENTOS EM TRANSPORTES  TAM

Ticker:                      Security ID:  P8947T132
Meeting Date: FEB 3, 2006    Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Supervisory Board Member            For       Did Not    Management
                                                          Vote


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

TAM SA (FRM. TAM - CIA DE INVESTIMENTOS EM TRANSPORTES  TAM

Ticker:                      Security ID:  P8947T132
Meeting Date: JAN 11, 2006   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Supervisory Board                   For       For        Management
2     Approve Remuneration of Supervisory Board For       For        Management
      Members
3     Approve Regulations Re: Supervisory Board For       For        Management


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

TAM SA (FRM. TAM - CIA DE INVESTIMENTOS EM TRANSPORTES  TAM

Ticker:                      Security ID:  2324496
Meeting Date: SEP 29, 2005   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Stock Option Plan                 For       Did Not    Management
                                                          Vote


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

TAM SA (FRM. TAM - CIA DE INVESTIMENTOS EM TRANSPORTES  TAM

Ticker:                      Security ID:  P8947T132
Meeting Date: SEP 29, 2005   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Stock Option Plan                 For       Against    Management


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

TELE CENTRO OESTE CELULAR PARTICIPACOES SA

Ticker:       TOEJF          Security ID:  B0774T0
Meeting Date: SEP 27, 2005   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Art. 9 Re: Related Party            For       Did Not    Management
      Transactions                                        Vote
2     Consolidate Bylaws                        For       Did Not    Management
                                                          Vote


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

TELE NORTE LESTE PARTICIPACOES (TELEMAR)

Ticker:                      Security ID:  P9036X109
Meeting Date: APR 11, 2006   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Fiscal Year Ended 12-31-05
2     Approve Allocation of Income, Dividends   For       For        Management
      and Interest on Capital, and Capital
      Budget
3     Elect Members to the Board of Directors   For       For        Management
4     Elect Supervisory Board Members and       For       For        Management
      Alternates
5     Approve Remuneration of Directors and     For       For        Management
      Supervisory Board


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

TELE NORTE LESTE PARTICIPACOES (TELEMAR)

Ticker:                      Security ID:  P9036X117
Meeting Date: APR 11, 2006   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Fiscal Year Ended 12-31-05
2     Approve Allocation of Income, Dividends   For       For        Management
      and Interest on Capital, and Capital
      Budget
3     Elect Members to the Board of Directors   For       For        Management
4     Elect Supervisory Board Members and       For       For        Management
      Alternates
5     Approve Remuneration of Directors and     For       For        Management
      Supervisory Board


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

TELE NORTE LESTE PARTICIPACOES (TELEMAR)

Ticker:                      Security ID:  P9036X117
Meeting Date: APR 28, 2006   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Acquisition of HiCorp             For       For        Management
      Comunicacoes Corporativas S.A.


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

TELE NORTE LESTE PARTICIPACOES (TELEMAR)

Ticker:                      Security ID:  P9036X117
Meeting Date: MAR 30, 2006   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Accounting Adjustment for         For       For        Management
      Interest on Capital up to BRL 800 Million
      for 2006


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

TELEMAR NORTE LESTE S.A. (FRMRLY. TELERJ)

Ticker:                      Security ID:  P9037H103
Meeting Date: APR 11, 2006   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Fiscal Year Ended 12-31-05
2     Approve Allocation of Income and          For       For        Management
      Dividends; Participation to Employees of
      the Company, and Capital Budget
3     Elect Supervisory Board Members and       For       For        Management
      Alternates
4     Approve Aggregate Remuneration of         For       For        Management
      Directors and Supervisory Board


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

TIM PARTICIPACOES SA(FORMERLY TELE CELULAR SUL PARTICIPACOES

Ticker:                      Security ID:  P91536204
Meeting Date: MAR 7, 2006    Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Fiscal Year Ended Dec. 31,
      2005
2     Approve Capital Budget for 2006           For       For        Management
3     Approve Allocation of Income and          For       For        Management
      Dividends
4     Elect Supervisory Board Members and Fix   For       For        Management
      their Remuneration


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

ULTRAPAR PARTICIPACOES SA

Ticker:                      Security ID:  P94396101
Meeting Date: APR 27, 2006   Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Capital Budget for 2006           For       For        Management
3     Approve Allocation of Income and          For       For        Management
      Dividends
4     Elect Supervisory Board Members and Fix   For       For        Management
      their Remuneration
5     Elect Directors and Fix their             For       For        Management
      Remuneration
6     Amend Bylaws Re: Financial Statements,    For       For        Management
      Interim Dividends and Board of Director
      Competencies


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

ULTRAPAR PARTICIPACOES SA

Ticker:                      Security ID:  P94396101
Meeting Date: JUL 20, 2005   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Bylaws Re: Establishment of a       For       For        Management
      Permanent Supervisory Board with the Same
      Attributes as Those of an Audit Committee
2     Elect Supervisory Board                   For       For        Management
3     Approve Change to the Company's Capital   For       For        Management
      and Amend Art. 5 of  the Bylaws
4     Approve Reverse Stock Split               For       For        Management
5     Consolidate Bylaws                        For       For        Management


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

VIVO PARTICIPACOES SA (FRMLY TELESP CELULAR PARTICIPACOES)

Ticker:                      Security ID:  P9810G116
Meeting Date: APR 12, 2006   Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Fiscal Year Ended 12-31-05
      and Approve Financial Statements of
      Merged Companies Tele Sudeste Celular
      Participacoes SA, Tele Leste Celular
      Participacoes SA, and Celular CRT
      Participacoes SA
2     Approve Allocation of Income and          For       For        Management
      Dividends Distribution of Merged
      Companies: Tele Sudeste Celular
      Participacoes and Celular CRT
      Participacoes
3     Elect Members of the Board of Directors   For       For        Management
4     Elect Supervisory Board Members           For       For        Management
5     Approve Annual Global Remuneration of     For       For        Management
      Directors and Supervisory Board
6     Amend Articles 4, 17, 20, 22, and 23 of   For       For        Management
      Bylaws
7     Consolidate Amendments to Bylaws          For       For        Management


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

VIVO PARTICIPACOES SA (FRMLY TELESP CELULAR PARTICIPACOES)

Ticker:                      Security ID:  P9810G116
Meeting Date: APR 24, 2006   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Articles 4, 17, 20, 22, and 23 of   For       For        Management
      the Bylaws
2     Consolidate Bylaws                        For       For        Management


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

VIVO PARTICIPACOES SA (FRMLY TELESP CELULAR PARTICIPACOES)

Ticker:                      Security ID:  B07C7D0
Meeting Date: SEP 28, 2005   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Ratify Election of Directors              For       Did Not    Management
                                                          Vote
2     Ratify Amendment to Article 5 to Reflect  For       Did Not    Management
      Changes in Capital                                  Vote
3     Amend Article 9 Re: Related-Party         For       Did Not    Management
      Transactions                                        Vote
4     Consolidate Bylaws                        For       Did Not    Management
                                                          Vote


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

VIVO PARTICIPACOES SA (FRMLY TELESP CELULAR PARTICIPACOES)

Ticker:                      Security ID:  P9036T108
Meeting Date: SEP 28, 2005   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Ratify Election of Directors              For       Did Not    Management
                                                          Vote
2     Ratify Amendment to Article 5 to Reflect  For       Did Not    Management
      Changes in Capital                                  Vote
3     Amend Article 9 Re: Related-Party         For       Did Not    Management
      Transactions                                        Vote
4     Consolidate Bylaws                        For       Did Not    Management
                                                          Vote


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

VOTORANTIM CELULOSE E PAPEL S.A.

Ticker:       VCPVF          Security ID:  P9806R118
Meeting Date: APR 28, 2006   Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Allocation of Income and          For       For        Management
      Dividends
3     Elect Director by Non-Controlling         For       For        Management
      Preferred Shareholders Who Hold at least
      10 Percent of the Company's Capital
4     Elect Supervisory Board Members           For       For        Management
5     Approve Remuneration of Directors         For       For        Management
6     Approve the Justification Proposal for    For       For        Management
      the Incorporation of VCP Exportadora e
      Participacoes Ltda. (VEP) by the Company
7     Approve the Incorporation Protocol        For       For        Management
8     Approve PricewaterhouseCoopers Auditores  For       For        Management
      Independentes to Conduct the Appraisal of
      VEP
9     Approve Appraisal Report                  For       For        Management
10    Amend Bylaws Re: the Requirement by Board For       Against    Management
      Members to Submit a Signed Consent Form
      that they Adhere to Bovespa's Level 1
      Corporate Governance Listing Segment and
      Clarify the Competencies of Management
11    Other Business                            For       Against    Management


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

VOTORANTIM CELULOSE E PAPEL S.A.

Ticker:       VCPVF          Security ID:  B04M7M2
Meeting Date: OCT 17, 2005   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Correction to the Net Equity      For       Did Not    Management
      Appraisal Report of VCP Florestal SA                Vote
2     Ratify PricewaterhouseCoopers Auditores   For       Did Not    Management
      Independentes for the Correction to the             Vote
      Net Equity Appraisal Report of VCP
      Florestal
3     Elect Supervisory Board Members           For       Did Not    Management
                                                          Vote


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

VOTORANTIM CELULOSE E PAPEL S.A.

Ticker:       VCPVF          Security ID:  P9806R118
Meeting Date: OCT 17, 2005   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Correction to the Net Equity      For       Did Not    Management
      Appraisal Report of VCP Florestal SA                Vote
2     Ratify PricewaterhouseCoopers Auditores   For       Did Not    Management
      Independentes for the Correction to the             Vote
      Net Equity Appraisal Report of VCP
      Florestal
3     Elect Supervisory Board Members           For       Did Not    Management
                                                          Vote


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

WEG SA

Ticker:                      Security ID:  P9832B137
Meeting Date: APR 20, 2006   Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Allocation of Income              For       For        Management
3     Approve Dividends and Interest on Capital For       For        Management
4     Approve Remuneration of Directors         For       For        Management
5     Elect Directors                           For       For        Management
6     Elect Supervisory Board Members           For       For        Management
7     Designate Newspaper to Publish Meeting    For       For        Management
      Announcements
8     Approve Reduction in Capital by BRL 93    For       For        Management
      Million
9     Amend Bylaws                              For       Against    Management
10    Other Business                            For       Against    Management

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

 


SIGNATURES

[See General Instruction F]

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)

The Brazil Fund, Inc.

 

By (Signature and Title)* /s/Michael G. Clark

 

Michael G. Clark, Chief Executive Officer

Date 8/22/06

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