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

                                FORM N-PX

           ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
                      MANAGEMENT INVESTMENT COMPANY


Investment Company Act File Number 811-02405

Name of Fund:  BlackRock Balanced Capital Fund, Inc.

Fund Address:  P.O. Box 9011
               Princeton, NJ  08543-9011

Name and address of agent for service:
       Robert C. Doll, Jr., Chief Executive Officer, BlackRock Balanced
       Capital Fund, Inc., 800 Scudders Mill Road, Plainsboro, NJ, 08536.
       Mailing address:  P.O. Box 9011, Princeton, NJ, 08543-9011

Registrant's telephone number, including area code:  (609) 282-2800

Date of fiscal year end: 09/30

Date of reporting period: 07/01/06 - 06/30/07

Item 1 - Proxy Voting Record

The information contained herein discloses the following information for each
matter relating to a portfolio security considered at any shareholder meeting
held during the period covered by the report and with respect to which the
registrant was entitled to vote:

(a)  The name of the issuer of the portfolio security;

(b)  The exchange ticker symbol of the portfolio security;

(c)  The Council on Uniform Securities Identification Procedures ("CUSIP")
     number for the portfolio security;

(d)  The shareholder meeting date;

(e)  A brief identification of the matter voted on;

(f)  Whether the matter was proposed by the issuer or by a security holder;

(g)  Whether the registrant cast its vote on the matter;

(h)  How the registrant cast its vote; and

(i)  Whether the registrant cast its vote for or against management.


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

ICA File Number: 811-02405
Reporting Period: 07/01/2006 - 06/30/2007
BlackRock Balanced Capital Fund, Inc.









================== BlackRock BALANCED CAPITAL FUND, INC. ===================


3M CO

Ticker:       MMM            Security ID:  88579Y101
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Linda G. Alvarado          For       For        Management
1.2   Elect Director George W. Buckley          For       For        Management
1.3   Elect Director Vance D. Coffman           For       For        Management
1.4   Elect Director Michael L. Eskew           For       For        Management
1.5   Elect Director W. James Farrell           For       For        Management
1.6   Elect Director Herbert L. Henkel          For       For        Management
1.7   Elect Director Edward M. Liddy            For       For        Management
1.8   Elect Director Robert S. Morrison         For       For        Management
1.9   Elect Director Aulana L. Peters           For       For        Management
1.10  Elect Director Rozanne L. Ridgway         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Reduce Supermajority Vote Requirement     For       For        Management
4     Rescind Fair Price Provision              For       For        Management
5     Approve Executive Incentive Bonus Plan    For       For        Management
6     Approve Executive Incentive Bonus Plan    For       For        Management
7     Pay For Superior Performance              Against   For        Shareholder


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

ACCENTURE LTD BERMUDA

Ticker:       ACN            Security ID:  G1150G111
Meeting Date: FEB 7, 2007    Meeting Type: Annual
Record Date:  DEC 11, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPOINTMENT OF THE FOLLOWING NOMINEE TO   For       Did Not    Management
      THE BOARD OF DIRECTORS: NOBUYUKI IDEI.              Vote
2     APPOINTMENT OF THE FOLLOWING NOMINEE TO   For       Did Not    Management
      THE BOARD OF DIRECTORS: MARJORIE MAGNER.            Vote
3     APPOINTMENT OF THE FOLLOWING NOMINEE TO   For       Did Not    Management
      THE BOARD OF DIRECTORS: DENNIS F.                   Vote
      HIGHTOWER.
4     APPOINTMENT OF THE FOLLOWING NOMINEE TO   For       Did Not    Management
      THE BOARD OF DIRECTORS: WILLIAM L.                  Vote
      KIMSEY.
5     APPOINTMENT OF THE FOLLOWING NOMINEE TO   For       Did Not    Management
      THE BOARD OF DIRECTORS: ROBERT I. LIPP.             Vote
6     APPOINTMENT OF THE FOLLOWING NOMINEE TO   For       Did Not    Management
      THE BOARD OF DIRECTORS: WULF VON                    Vote
      SCHIMMELMANN.
7     Ratify Auditors                           For       Did Not    Management
                                                          Vote


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

ACE LTD.

Ticker:       ACE            Security ID:  G0070K103
Meeting Date: MAY 17, 2007   Meeting Type: Annual
Record Date:  MAR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ELECTION OF DIRECTOR: BRIAN DUPERREAULT   For       For        Management
2     ELECTION OF DIRECTOR: ROBERT M. HERNANDEZ For       For        Management
3     ELECTION OF DIRECTOR: PETER MENIKOFF      For       For        Management
4     ELECTION OF DIRECTOR: ROBERT RIPP         For       For        Management
5     ELECTION OF DIRECTOR: DERMOT F. SMURFIT   For       For        Management
6     RATIFICATION OF THE APPOINTMENT OF        For       For        Management
      PRICEWATERHOUSECOOPERS LLP AS THE
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM OF ACE LIMITED FOR THE FISCAL YEAR
      ENDING DECEMBER 31, 2007


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

ALCOA INC.

Ticker:       AA             Security ID:  013817101
Meeting Date: APR 20, 2007   Meeting Type: Annual
Record Date:  JAN 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Alain J.P. Belda           For       Did Not    Management
                                                          Vote
1.2   Elect Director Carlos Ghosn               For       Did Not    Management
                                                          Vote
1.3   Elect Director Henry B. Schacht           For       Did Not    Management
                                                          Vote
1.4   Elect Director Franklin A. Thomas         For       Did Not    Management
                                                          Vote
2     Ratify Auditor                            For       Did Not    Management
                                                          Vote


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

AMERICAN INTERNATIONAL GROUP, INC.

Ticker:       AIG            Security ID:  026874107
Meeting Date: MAY 16, 2007   Meeting Type: Annual
Record Date:  MAR 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Marshall A. Cohen          For       For        Management
1.2   Elect Director Martin S. Feldstein        For       For        Management
1.3   Elect Director Ellen V. Futter            For       For        Management
1.4   Elect Director Stephen L. Hammerman       For       For        Management
1.5   Elect Director Richard C. Holbrooke       For       For        Management
1.6   Elect Director Fred H. Langhammer         For       For        Management
1.7   Elect Director George L. Miles, Jr.       For       For        Management
1.8   Elect Director Morris W. Offit            For       For        Management
1.9   Elect Director James F. Orr, III          For       For        Management
1.10  Elect Director Virginia M. Rometty        For       For        Management
1.11  Elect Director Martin J. Sullivan         For       For        Management
1.12  Elect Director Michael H. Sutton          For       For        Management
1.13  Elect Director Edmund S.W. Tse            For       For        Management
1.14  Elect Director Robert B. Willumstad       For       For        Management
1.15  Elect Director Frank G. Zarb              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards


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

AMERISOURCEBERGEN CORP

Ticker:       ABC            Security ID:  03073E105
Meeting Date: FEB 16, 2007   Meeting Type: Annual
Record Date:  DEC 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Edward E. Hagenlocker      For       Did Not    Management
                                                          Vote
1.2   Elect Director Kurt J. Hilzinger          For       Did Not    Management
                                                          Vote
1.3   Elect Director Henry W. McGee             For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote


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

ANHEUSER-BUSCH COMPANIES, INC.

Ticker:       BUD            Security ID:  035229103
Meeting Date: APR 25, 2007   Meeting Type: Annual
Record Date:  FEB 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director August A. Busch III        For       For        Management
1.2   Elect Director August A. Busch IV         For       For        Management
1.3   Elect Director Carlos Fernandez G.        For       For        Management
1.4   Elect Director James R. Jones             For       For        Management
1.5   Elect Director Andrew C. Taylor           For       For        Management
1.6   Elect Director Douglas A. Warner III      For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Nonqualified Employee Stock       For       For        Management
      Purchase Plan
4     Ratify Auditors                           For       For        Management
5     Report on Charitable Contributions        Against   Against    Shareholder


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

APPLIED MATERIALS, INC.

Ticker:       AMAT           Security ID:  038222105
Meeting Date: MAR 14, 2007   Meeting Type: Annual
Record Date:  JAN 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael H. Armacost        For       For        Management
1.2   Elect Director Robert H. Brust            For       For        Management
1.3   Elect Director Deborah A. Coleman         For       For        Management
1.4   Elect Director Philip V. Gerdine          For       For        Management
1.5   Elect Director Thomas J. Iannotti         For       For        Management
1.6   Elect Director Charles Y.S. Liu           For       For        Management
1.7   Elect Director James C. Morgan            For       For        Management
1.8   Elect Director Gerhard H. Parker          For       For        Management
1.9   Elect Director Willem P. Roelandts        For       For        Management
1.10  Elect Director Michael R. Splinter        For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
4     Amend Executive Incentive Bonus Plan      For       For        Management
5     Ratify Auditors                           For       For        Management


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

AT&T INC

Ticker:       T              Security ID:  00206R102
Meeting Date: APR 27, 2007   Meeting Type: Annual
Record Date:  FEB 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director William F. Aldinger III    For       For        Management
2     Elect Director Gilbert F. Amelio          For       For        Management
3     Elect Director Reuben V. Anderson         For       For        Management
4     Elect Director James H. Blanchard         For       For        Management
5     Elect Director August A. Busch III        For       For        Management
6     Elect Director James P. Kelly             For       For        Management
7     Elect Director Charles F. Knight          For       For        Management
8     Elect Director Jon C. Madonna             For       For        Management
9     Elect Director Lynn M. Martin             For       For        Management
10    Elect Director John B. McCoy              For       For        Management
11    Elect Director Mary S. Metz               For       For        Management
12    Elect Director Toni Rembe                 For       For        Management
13    Elect Director Joyce M. Roche             For       For        Management
14    Elect Director Randall L. Stephenson      For       For        Management
15    Elect Director Laura D' Andrea Tyson      For       For        Management
16    Elect Director Patricia P. Upton          For       For        Management
17    Elect Director Edward E. Whitacre, Jr.    For       For        Management
18    Ratify Auditors                           For       For        Management
19    Compensation Specific-Severance Payments  For       For        Management
      to Executives
20    Report on Political Contributions         Against   Against    Shareholder
21    Amend Articles/Bylaws/Charter - Call      Against   For        Shareholder
      Special Meetings
22    Pay For Superior Performance              Against   For        Shareholder
23    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
24    Establish SERP Policy                     Against   For        Shareholder


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

BAXTER INTERNATIONAL INC.

Ticker:       BAX            Security ID:  071813109
Meeting Date: MAY 1, 2007    Meeting Type: Annual
Record Date:  MAR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Blake E. Devitt            For       For        Management
2     Elect Director John D. Forsyth            For       For        Management
3     Elect Director Gail D. Fosler             For       For        Management
4     Elect Director Carole J. Shapazian        For       For        Management
5     Ratify Auditors                           For       For        Management
6     Approve Omnibus Stock Plan                For       For        Management


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

BRISTOL-MYERS SQUIBB CO.

Ticker:       BMY            Security ID:  110122108
Meeting Date: MAY 1, 2007    Meeting Type: Annual
Record Date:  MAR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Lewis B. Campbell          For       For        Management
2     Elect Director James M. Cornelius         For       For        Management
3     Elect Director Louis J. Freeh             For       For        Management
4     Elect Director Laurie H. Glimcher         For       For        Management
5     Elect Director Michael Grobstein          For       For        Management
6     Elect Director Leif Johansson             For       For        Management
7     Elect Director James D. Robinson III      For       For        Management
8     Elect Director Vicki L. Sato              For       For        Management
9     Elect Director R. Sanders Williams        For       For        Management
10    Ratify Auditors                           For       For        Management
11    Approve Omnibus Stock Plan                For       For        Management
12    Approve Executive Incentive Bonus Plan    For       For        Management
13    Increase Disclosure of Executive          Against   For        Shareholder
      Compensation
14    Claw-back of Payments under Restatements  Against   Against    Shareholder
15    Restore or Provide for Cumulative Voting  Against   Against    Shareholder


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

CADBURY SCHWEPPES PLC

Ticker:       CSG            Security ID:  127209302
Meeting Date: MAY 24, 2007   Meeting Type: Annual
Record Date:  APR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     FINANCIAL STATEMENTS                      For       For        Management
2     DECLARATION OF FINAL DIVIDEND 2006        For       For        Management
3     DIRECTORS  REMUNERATION REPORT            For       For        Management
4     RE-APPOINTMENT OF SIR JOHN SUNDERLAND     For       For        Management
5     RE-APPOINTMENT OF ROSEMARY THORNE         For       For        Management
6     RE-APPOINTMENT OF DAVID THOMPSON          For       For        Management
7     RE-APPOINTMENT OF SANJIV AHUJA            For       For        Management
8     RE-APPOINTMENT OF RAYMOND VIAULT          For       For        Management
9     Ratify Auditors                           For       For        Management
10    REMUNERATION OF AUDITORS                  For       For        Management
11    APPROVE PROPOSED AMENDMENTS TO THE GROUP  For       For        Management
      SHARE PLANS
12    AUTHORITY TO ALLOT RELEVANT SECURITIES    For       For        Management
13    AUTHORITY TO SERVE COMMUNICATIONS BY      For       For        Management
      ELECTRONIC MEANS
14    AUTHORITY TO ALLOT EQUITY SECURITIES      For       For        Management
15    AUTHORITY TO MAKE MARKET PURCHASES        For       For        Management


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

CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 15, 2006   Meeting Type: Annual
Record Date:  SEP 18, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Carol A. Bartz             For       For        Management
1.2   Elect Director M. Michele Burns           For       For        Management
1.3   Elect Director Michael D. Capellas        For       For        Management
1.4   Elect Director Larry R. Carter            For       For        Management
1.5   Elect Director John T. Chambers           For       For        Management
1.6   Elect Director Dr. John L. Hennessy       For       For        Management
1.7   Elect Director Richard M. Kovacevich      For       For        Management
1.8   Elect Director Roderick C. McGeary        For       For        Management
1.9   Elect Director Steven M. West             For       For        Management
1.10  Elect Director Jerry Yang                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards
4     Report on Pay Disparity                   Against   For        Shareholder
5     Report on Internet Fragmentation          Against   For        Shareholder


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

CITIGROUP INC.

Ticker:       C              Security ID:  172967101
Meeting Date: APR 17, 2007   Meeting Type: Annual
Record Date:  FEB 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director C. Michael Armstrong       For       For        Management
2     Elect Director Alain J.P. Belda           For       For        Management
3     Elect Director George David               For       For        Management
4     Elect Director Kenneth T. Derr            For       For        Management
5     Elect Director John M. Deutch             For       For        Management
6     Elect Director Roberto Hernandez Ramirez  For       For        Management
7     Elect Director Klaus Kleinfeld            For       For        Management
8     Elect Director Andrew N. Liveris          For       For        Management
9     Elect Director Anne Mulcahy               For       For        Management
10    Elect Director Richard D. Parsons         For       For        Management
11    Elect Director Charles Prince             For       For        Management
12    Elect Director Judith Rodin               For       For        Management
13    Elect Director Robert E. Rubin            For       For        Management
14    Elect Director Franklin A. Thomas         For       For        Management
15    Ratify Auditors                           For       For        Management
16    Report on Government Service of Employees Against   Against    Shareholder
17    Report on Political Contributions         Against   For        Shareholder
18    Report on Charitable Contributions        Against   Against    Shareholder
19    Approve Report of the Compensation        Against   For        Shareholder
      Committee
20    Report on Pay Disparity                   Against   Against    Shareholder
21    Separate Chairman and CEO Positions       Against   Against    Shareholder
22    Stock Retention/Holding Period            Against   Against    Shareholder
23    Restore or Provide for Cumulative Voting  Against   Against    Shareholder
24    Amend Bylaws to Permit Shareholders to    Against   For        Shareholder
      Call Special Meetings


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

COCA-COLA ENTERPRISES INC.

Ticker:       CCE            Security ID:  191219104
Meeting Date: APR 24, 2007   Meeting Type: Annual
Record Date:  MAR 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gary P. Fayard             For       Did Not    Management
                                                          Vote
1.2   Elect Director Marvin J. Herb             For       Did Not    Management
                                                          Vote
1.3   Elect Director L. Phillip Humann          For       Did Not    Management
                                                          Vote
1.4   Elect Director Paula R. Reynolds          For       Did Not    Management
                                                          Vote
2     Approve Omnibus Stock Plan                For       Did Not    Management
                                                          Vote
3     Ratify Auditors                           For       Did Not    Management
                                                          Vote
4     Submit Severance Agreement (Change in     Against   Did Not    Shareholder
      Control) to shareholder Vote                        Vote


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

DEVON ENERGY CORP.

Ticker:       DVN            Security ID:  25179M103
Meeting Date: JUN 6, 2007    Meeting Type: Annual
Record Date:  APR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Thomas F. Ferguson         For       For        Management
1.2   Elect Director David M. Gavrin            For       For        Management
1.3   Elect Director John Richels               For       For        Management
2     Ratify Auditors                           For       For        Management


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

DOVER CORPORATION

Ticker:       DOV            Security ID:  260003108
Meeting Date: APR 17, 2007   Meeting Type: Annual
Record Date:  FEB 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director D. H. Benson               For       For        Management
1.2   Elect Director R. W. Cremin               For       For        Management
1.3   Elect Director J-P. M. Ergas              For       For        Management
1.4   Elect Directors K. C. Graham              For       For        Management
1.5   Elect Director R. L. Hoffman              For       For        Management
1.6   Elect Director J. L. Koley                For       For        Management
1.7   Elect Director R. K. Lochridge            For       For        Management
1.8   Elect Director T. L. Reece                For       For        Management
1.9   Elect Director B. G. Rethore              For       For        Management
1.10  Elect Director M. B. Stubbs               For       For        Management
1.11  Elect Director M. A. Winston              For       For        Management
2     Sustainability Report                     Against   For        Shareholder
3     Other Business                            For       Against    Management


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

E.I. DU PONT DE NEMOURS & CO.

Ticker:       DD             Security ID:  263534109
Meeting Date: APR 25, 2007   Meeting Type: Annual
Record Date:  MAR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard H. Brown           For       For        Management
1.2   Elect Director Robert A. Brown            For       For        Management
1.3   Elect Director Bertrand P. Collomb        For       For        Management
1.4   Elect Director Curtis J. Crawford         For       For        Management
1.5   Elect Director John T. Dillon             For       For        Management
1.6   Elect Director Eleuthere I. du Pont       For       For        Management
1.7   Elect Director Charles O. Holliday, Jr.   For       For        Management
1.8   Elect Director Lois D. Juliber            For       For        Management
1.9   Elect Director Masahisa Naitoh            For       For        Management
1.10  Elect Director Sean O'Keefe               For       For        Management
1.11  Elect Director William K. Reilly          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Report on Genetically Modified Organisms  Against   Against    Shareholder
5     Evaluate Community Impact of Plant        Against   Against    Shareholder
      Closures or Layoffs
6     Report on PFOA Compounds in DuPont        Against   Against    Shareholder
      Products
7     Report on Lobbying Expenditures related   Against   Against    Shareholder
      to Environmental Pollution
8     Prepare a Global Warming Report           Against   Against    Shareholder
9     Report on Security of Chemical Facilities Against   Against    Shareholder


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

ELECTRONIC ARTS INC.

Ticker:       ERTS           Security ID:  285512109
Meeting Date: JUL 27, 2006   Meeting Type: Annual
Record Date:  JUN 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director M. Richard Asher           For       For        Management
1.2   Elect Director Leonard S. Coleman         For       For        Management
1.3   Elect Director Gary M. Kusin              For       For        Management
1.4   Elect Director Gregory B. Maffei          For       For        Management
1.5   Elect Director Timothy Mott               For       For        Management
1.6   Elect Director Vivek Paul                 For       For        Management
1.7   Elect Director Lawrence F. Probst, III    For       For        Management
1.8   Elect Director Richard A. Simonson        For       For        Management
1.9   Elect Director Linda J. Srere             For       For        Management
2     Approve Repricing of Options              For       Against    Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
5     Ratify Auditors                           For       For        Management


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

ENCANA CORPORATION

Ticker:       ECA            Security ID:  292505104
Meeting Date: APR 25, 2007   Meeting Type: Annual/Special
Record Date:  MAR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ralph S. Cunningham        For       For        Management
1.2   Elect Director Patrick D. Daniel          For       For        Management
1.3   Elect Director Ian W. Delaney             For       For        Management
1.4   Elect Director Randall K. Eresman         For       For        Management
1.5   Elect Director Michael A. Grandin         For       For        Management
1.6   Elect Director Barry W. Harrison          For       For        Management
1.7   Elect Director Dale A. Lucas              For       For        Management
1.8   Elect Director Ken F. McCready            For       For        Management
1.9   Elect Director Valerie A.A. Nielsen       For       For        Management
1.10  Elect Director David P. O'Brien           For       For        Management
1.11  Elect Director Jane L. Peverett           For       For        Management
1.12  Elect Director Allan P. Sawin             For       For        Management
1.13  Elect Director Dennis A. Sharp            For       For        Management
1.14  Elect Director James M. Stanford          For       For        Management
1.15  Elect Director Wayne G. Thomson           For       For        Management
2     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix
      Remuneration of Auditors
3     Approve Shareholder Rights Plan           For       Against    Management
4     Amend Employee Stock Option Plan          For       For        Management
5     Amend Employee Stock Option Plan          For       For        Management


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

ENDURANCE SPECIALTY HOLDINGS

Ticker:       ENH            Security ID:  G30397106
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director G. Bailar                 For       For        Management
1.2   Elect  Director J. Baily                  For       For        Management
1.3   Elect  Director N. Barham                 For       For        Management
1.4   Elect  Director G. Barnes                 For       For        Management
1.5   Elect  Director W. Raver                  For       For        Management
1.6   Elect  Director T. Vaughan                For       For        Management
1.7   Elect  Director G. Bailar                 For       For        Management
1.8   Elect  Director J. Baily                  For       For        Management
1.9   Elect  Director N. Barham                 For       For        Management
1.10  Elect  Director G. Barnes                 For       For        Management
1.11  Elect  Director W. Bolinder               For       For        Management
1.12  Elect  Director S. Carlsen                For       For        Management
1.13  Elect  Director K. LeStrange              For       For        Management
1.14  Elect  Director B. O'Neill                For       For        Management
1.15  Elect  Director R. Perry                  For       For        Management
1.16  Elect  Director W. Raver                  For       For        Management
1.17  Elect  Director R. Spass                  For       For        Management
1.18  Elect  Director T. Vaughan                For       For        Management
1.19  Elect  Director R. Williamson             For       For        Management
1.20  Elect  Director W. Bolinder               For       For        Management
1.21  Elect  Director S. Carlsen                For       For        Management
1.22  Elect  Director J. Godfray                For       For        Management
1.23  Elect  Director D. Izard                  For       For        Management
1.24  Elect  Director K. LeStrange              For       For        Management
1.25  Elect  Director S. Minshall               For       For        Management
1.26  Elect  Director B. O'Neill                For       For        Management
1.27  Elect  Director W. Bolinder               For       For        Management
1.28  Elect  Director S. Carlsen                For       For        Management
1.29  Elect  Director J. Godfray                For       For        Management
1.30  Elect  Director D. Izard                  For       For        Management
1.31  Elect  Director K. LeStrange              For       For        Management
1.32  Elect  Director S. Minshall               For       For        Management
1.33  Elect  Director B. O'Neill                For       For        Management
2     Ratify Auditors                           For       For        Management
3     TO ADOPT THE PROPOSED 2007 EQUITY         For       For        Management
      INCENTIVE PLAN.


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

EXXON MOBIL CORP.

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 30, 2007   Meeting Type: Annual
Record Date:  APR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael J. Boskin          For       For        Management
1.2   Elect Director William W. George          For       For        Management
1.3   Elect Director James R. Houghton          For       For        Management
1.4   Elect Director William R. Howell          For       For        Management
1.5   Elect Director Reatha Clark King          For       For        Management
1.6   Elect Director Philip E. Lippincott       For       For        Management
1.7   Elect Director Marilyn Carlson Nelson     For       For        Management
1.8   Elect Director Samuel J. Palmisano        For       For        Management
1.9   Elect Director Steven S Reinemund         For       For        Management
1.10  Elect Director Walter V. Shipley          For       For        Management
1.11  Elect Director J. Stephen Simon           For       For        Management
1.12  Elect Director Rex W. Tillerson           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   Against    Shareholder
4     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
5     Separate Chairman and CEO Positions       Against   Against    Shareholder
6     Initiate Payment of Cash Dividend         Against   Against    Shareholder
7     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
8     Company-Specific- Amend Article IX of the Against   Against    Shareholder
      Corporation's by-laws
9     Review Executive Compensation             Against   For        Shareholder
10    Limit Executive Compensation              Against   Against    Shareholder
11    Claw-back of Payments under Restatements  Against   For        Shareholder
12    Report on Political Contributions         Against   Against    Shareholder
13    Amend Equal Employment Opportunity Policy Against   For        Shareholder
      to Prohibit Discrimination Based on
      Sexual Orientation
14    Report on Environmental Accountability    Against   Against    Shareholder
15    Report on Emission Reduction Goals        Against   Against    Shareholder
16    Report on Carbon Dioxide Emissions        Against   Against    Shareholder
      Information at Gas Stations
17    Adopt Policy to Increase Renewable Energy Against   Against    Shareholder
      Portfolio


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

GENERAL ELECTRIC CO.

Ticker:       GE             Security ID:  369604103
Meeting Date: APR 25, 2007   Meeting Type: Annual
Record Date:  FEB 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James I. Cash, Jr.         For       For        Management
1.2   Elect Director William M. Castell         For       For        Management
1.3   Elect Director Ann M. Fudge               For       For        Management
1.4   Elect Director Claudio X. Gonzalez        For       Withhold   Management
1.5   Elect Director Susan Hockfield            For       For        Management
1.6   Elect Director Jerry R. Immelt            For       For        Management
1.7   Elect Director Andrea Jung                For       For        Management
1.8   Elect Director Alan G. Lafley             For       For        Management
1.9   Elect Director Robert W. Lane             For       For        Management
1.10  Elect Director Ralph S. Larsen            For       For        Management
1.11  Elect Director Rochelle B. Lazarus        For       For        Management
1.12  Elect Director Sam Nunn                   For       For        Management
1.13  Elect Director Roger S. Penske            For       For        Management
1.14  Elect Director Robert J. Swieringa        For       For        Management
1.15  Elect Director Douglas A. Warner III      For       For        Management
1.16  Elect Director Robert C. Wright           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt Majority Vote Standard in Director  For       For        Management
      Elections
4     Approve Omnibus Stock Plan                For       For        Management
5     Company-Specific-Approve Material Terms   For       For        Management
      of Senior Officer Performance Goals
6     Provide for Cumulative Voting             Against   For        Shareholder
7     Company-Specific -- Adopt Policy on       Against   For        Shareholder
      Overboarded Directors
8     Company-Specific -- One Director from the Against   Against    Shareholder
      Ranks of Retirees
9     Separate Chairman and CEO Positions       Against   For        Shareholder
10    Limit Dividend and Dividend Equivalent    Against   For        Shareholder
      Payments to Executives
11    Report on Charitable Contributions        Against   Against    Shareholder
12    Report on Global Warming                  Against   Against    Shareholder
13    Adopt Ethical Criteria for Military       Against   Against    Shareholder
      Contracts
14    Report on Pay Disparity                   Against   Against    Shareholder


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

GENERAL MILLS, INC.

Ticker:       GIS            Security ID:  370334104
Meeting Date: SEP 25, 2006   Meeting Type: Annual
Record Date:  JUL 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Paul Danos                 For       For        Management
1.2   Elect Director William T. Esrey           For       For        Management
1.3   Elect Director Raymond V. Gilmartin       For       For        Management
1.4   Elect Director Judith Richards Hope       For       For        Management
1.5   Elect Director Heidi G. Miller            For       For        Management
1.6   Elect Director H. Ochoa-Brillembourg      For       For        Management
1.7   Elect Director Steve Odland               For       For        Management
1.8   Elect Director Kendall J. Powell          For       For        Management
1.9   Elect Director Michael D. Rose            For       For        Management
1.10  Elect Director Robert L. Ryan             For       For        Management
1.11  Elect Director Stephen W. Sanger          For       For        Management
1.12  Elect Director A. Michael Spence          For       For        Management
1.13  Elect Director Dorothy A. Terrell         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
4     Label Genetically Modified Ingredients    Against   Against    Shareholder


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

GENWORTH FINANCIAL, INC.

Ticker:       GNW            Security ID:  37247D106
Meeting Date: MAY 15, 2007   Meeting Type: Annual
Record Date:  MAR 20, 2007

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


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

GLAXOSMITHKLINE PLC (FORMERLY GLAXO WELLCOME PLC )

Ticker:       GSK            Security ID:  37733W105
Meeting Date: MAY 23, 2007   Meeting Type: Annual
Record Date:  MAR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE AND ADOPT THE DIRECTORS        For       For        Management
      REPORT AND THE FINANCIAL STATEMENTS
2     TO APPROVE THE REMUNERATION REPORT        For       For        Management
3     TO ELECT DR DANIEL PODOLSKY AS A DIRECTOR For       For        Management
4     TO ELECT DR STEPHANIE BURNS AS A DIRECTOR For       For        Management
5     TO RE-ELECT MR JULIAN HESLOP AS A         For       For        Management
      DIRECTOR
6     TO RE-ELECT SIR DERYCK MAUGHAN AS A       For       For        Management
      DIRECTOR
7     TO RE-ELECT DR RONALDO SCHMITZ AS A       For       For        Management
      DIRECTOR
8     TO RE-ELECT SIR ROBERT WILSON AS A        For       For        Management
      DIRECTOR
9     Ratify Auditors                           For       For        Management
10    REMUNERATION OF AUDITORS                  For       For        Management
11    TO AUTHORISE THE COMPANY TO MAKE          For       For        Management
      DONATIONS TO EU POLITICAL ORGANISATIONS
      AND INCUR EU POLITICAL EXPENDITURE
12    AUTHORITY TO ALLOT SHARES                 For       For        Management
13    DISAPPLICATION OF PRE-EMPTION RIGHTS      For       For        Management
      (SPECIAL RESOLUTION)
14    AUTHORITY FOR THE COMPANY TO PURCHASE ITS For       For        Management
      OWN SHARES (SPECIAL RESOLUTION)
15    AMENDMENT OF THE ARTICLES OF ASSOCIATION  For       For        Management
      (SPECIAL RESOLUTION)


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

GLOBALSANTAFE CORPORATION (FORMERLY SANTA FE INTERNATIONAL CORP)

Ticker:       GSF            Security ID:  G3930E101
Meeting Date: JUN 7, 2007    Meeting Type: Annual
Record Date:  APR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward R. Muller          For       For        Management
1.2   Elect  Director John L. Whitmire          For       For        Management
2     Ratify Auditors                           For       For        Management


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

HARLEY-DAVIDSON, INC.

Ticker:       HOG            Security ID:  412822108
Meeting Date: APR 28, 2007   Meeting Type: Annual
Record Date:  MAR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Barry K. Allen             For       For        Management
1.2   Elect Director Richard I. Beattie         For       For        Management
1.3   Elect Director Judson C. Green            For       For        Management
2     Ratify Auditors                           For       For        Management


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

HEWLETT-PACKARD CO.

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 14, 2007   Meeting Type: Annual
Record Date:  JAN 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director L.T. Babbio, Jr.           For       For        Management
2     Elect Director S.M. Baldauf               For       For        Management
3     Elect Director R.A. Hackborn              For       For        Management
4     Elect Director J.H. Hammergren            For       For        Management
5     Elect Director M.V. Hurd                  For       For        Management
6     Elect Director R.L. Ryan                  For       For        Management
7     Elect Director L.S. Salhany               For       For        Management
8     Elect Director G.K.Thompson               For       For        Management
9     Ratify Auditors                           For       For        Management
10    Require Director Nominee Qualifications   Against   For        Shareholder
11    Separate Chairman and CEO Positions       Against   Against    Shareholder
12    Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
13    Performance-Based Equity Awards           Against   Against    Shareholder


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

HONEYWELL INTERNATIONAL, INC.

Ticker:       HON            Security ID:  438516106
Meeting Date: APR 23, 2007   Meeting Type: Annual
Record Date:  FEB 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Gordon M. Bethune          For       For        Management
2     Elect Director Jaime Chico Pardo          For       For        Management
3     Elect Director David M. Cote              For       For        Management
4     Elect Director D. Scott Davis             For       For        Management
5     Elect Director Linnet F. Deily            For       For        Management
6     Elect Director Clive R. Hollick           For       For        Management
7     Elect Director James J. Howard            For       For        Management
8     Elect Director Ivan G. Seidenberg         For       For        Management
9     Elect Director Bradley T. Sheares         For       For        Management
10    Elect Director Eric K. Shinseki           For       For        Management
11    Elect Director John R. Stafford           For       For        Management
12    Elect Director Michael W. Wright          For       For        Management
13    Ratify Auditors                           For       For        Management
14    Approve Nonqualified Employee Stock       For       For        Management
      Purchase Plan
15    Claw-back of Payments under Restatements  Against   Against    Shareholder
16    Performance-Based and/or Time-Based       Against   For        Shareholder
      Equity Awards
17    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
18    Remove Six Sigma Terminology              Against   Against    Shareholder


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

INTERNATIONAL BUSINESS MACHINES CORP.

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 24, 2007   Meeting Type: Annual
Record Date:  FEB 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Cathleen Black             For       For        Management
1.2   Elect Director Kenneth I. Chenault        For       For        Management
1.3   Elect Director Juergen Dormann            For       For        Management
1.4   Elect Director Michael L. Eskew           For       For        Management
1.5   Elect Director Shirley Ann Jackson        For       For        Management
1.6   Elect Director Minoru Makihara            For       For        Management
1.7   Elect Director Lucio A. Noto              For       For        Management
1.8   Elect Director James W. Owens             For       For        Management
1.9   Elect Director Samuel J. Palmisano        For       For        Management
1.10  Elect Director Joan E. Spero              For       For        Management
1.11  Elect Director Sidney Taurel              For       For        Management
1.12  Elect Director Lorenzo H. Zambrano        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Reduce Supermajority Vote Requirement     For       For        Management
4     Reduce Supermajority Vote Requirement     For       For        Management
5     Reduce Supermajority Vote Requirement     For       For        Management
6     Reduce Supermajority Vote Requirement     For       For        Management
7     Restore or Provide for Cumulative Voting  Against   Against    Shareholder
8     Evaluate Age Discrimination in Retirement Against   Against    Shareholder
      Plans
9     Review Executive Compensation             Against   For        Shareholder
10    Report on Outsourcing                     Against   Against    Shareholder
11    Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

INTERNATIONAL PAPER CO.

Ticker:       IP             Security ID:  460146103
Meeting Date: MAY 7, 2007    Meeting Type: Annual
Record Date:  MAR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Directors David J. Bronczek         For       For        Management
1.2   Elect Directors Martha F. Brooks          For       Withhold   Management
1.3   Elect Directors Lynn Laverty Elsenhans    For       For        Management
1.4   Elect Directors John L. Townsend, III     For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  For       For        Shareholder
      of Directors


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

INTERSIL CORPORATION

Ticker:       ISIL           Security ID:  46069S109
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David B. Bell              For       For        Management
1.2   Elect Director Richard M. Beyer           For       For        Management
1.3   Elect Director Robert W. Conn             For       For        Management
1.4   Elect Director James V. Diller            For       For        Management
1.5   Elect Director Gary E. Gist               For       For        Management
1.6   Elect Director Mercedes Johnson           For       For        Management
1.7   Elect Director Gregory Lang               For       For        Management
1.8   Elect Director Jan Peeters                For       For        Management
1.9   Elect Director Robert N. Pokelwaldt       For       For        Management
1.10  Elect Director James A. Urry              For       For        Management
2     Ratify Auditors                           For       For        Management


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

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 15, 2007   Meeting Type: Annual
Record Date:  MAR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Crandall C. Bowles         For       For        Management
1.2   Elect Director Stephen B. Burke           For       For        Management
1.3   Elect Director James S. Crown             For       For        Management
1.4   Elect Director James Dimon                For       For        Management
1.5   Elect Director Ellen V. Futter            For       For        Management
1.6   Elect Director William H. Gray, III       For       For        Management
1.7   Elect Director Laban P. Jackson, Jr.      For       For        Management
1.8   Elect Director Robert I. Lipp             For       For        Management
1.9   Elect Director David C. Novak             For       For        Management
1.10  Elect Director Lee R. Raymond             For       For        Management
1.11  Elect Director William C. Weldon          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Put Repricing of Stock Options to         Against   Against    Shareholder
      Shareholder Vote
4     Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards
5     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
6     Separate Chairman and CEO Positions       Against   Against    Shareholder
7     Provide for Cumulative Voting             Against   Against    Shareholder
8     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
9     Report on Political Contributions         Against   Against    Shareholder
10    Report on Management Initiatives to       Against   Against    Shareholder
      Address Links to Slavery and Human Rights
      Abuse


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

JUNIPER NETWORKS, INC.

Ticker:       JNPR           Security ID:  48203R104
Meeting Date: MAY 17, 2007   Meeting Type: Annual
Record Date:  MAR 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert M. Calderoni        For       For        Management
1.2   Elect Director Pradeep Sindhu             For       For        Management
2     Ratify Auditors                           For       For        Management


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

KIMBERLY-CLARK CORP.

Ticker:       KMB            Security ID:  494368103
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  FEB 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director James M. Jenness           For       For        Management
2     Elect Director Linda Johnson Rice         For       For        Management
3     Elect Director Marc J. Shapiro            For       For        Management
4     Ratify Auditors                           For       For        Management
5     Declassify the Board of Directors         For       For        Management
6     Adopt Simple Majority Vote                Against   For        Shareholder
7     Adopt ILO Standards                       Against   Against    Shareholder
8     Report on Feasibility of Phasing Out the  Against   Against    Shareholder
      Use of Non-certified Wood Fiber


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

LIMITED BRANDS

Ticker:       LTD            Security ID:  532716107
Meeting Date: MAY 21, 2007   Meeting Type: Annual
Record Date:  APR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dennis S. Hersch           For       For        Management
1.2   Elect Director David T. Kollat            For       For        Management
1.3   Elect Director William R. Loomis, Jr.     For       For        Management
1.4   Elect Director Leslie H. Wexner           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Declassify the Board of Directors         Against   For        Shareholder


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

MASCO CORPORATION

Ticker:       MAS            Security ID:  574599106
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 15, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Dennis W. Archer           For       For        Management
2     Elect Director Anthony F. Earley, Jr.     For       For        Management
3     Elect Director Lisa A. Payne              For       For        Management
4     Elect Director Peter A. Dow               For       For        Management
5     Ratify Auditors                           For       For        Management


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

MCDONALD'S CORP.

Ticker:       MCD            Security ID:  580135101
Meeting Date: MAY 24, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Edward A. Brennan          For       For        Management
2     Elect Director Walter E. Massey           For       For        Management
3     Elect Director John W. Rogers, Jr.        For       For        Management
4     Elect Director Roger W. Stone             For       For        Management
5     Ratify Auditors                           For       For        Management
6     Label Genetically Modified Organisms      Against   Against    Shareholder
7     Adopt and Implement ILO Based Code of     Against   Against    Shareholder
      Conduct


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

MEADWESTVACO CORP.

Ticker:       MWV            Security ID:  583334107
Meeting Date: APR 30, 2007   Meeting Type: Annual
Record Date:  MAR 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James M. Kilts             For       For        Management
1.2   Elect Director Douglas S. Luke            For       For        Management
1.3   Elect Director Robert C. McCormack        For       For        Management
1.4   Elect Director Edward M. Straw            For       For        Management
1.5   Elect Director Jane L. Warner             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
4     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


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

MELLON FINANCIAL CORP.

Ticker:       MEL            Security ID:  58551A108
Meeting Date: APR 17, 2007   Meeting Type: Annual
Record Date:  FEB 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jared L. Cohon             For       Did Not    Management
                                                          Vote
1.2   Elect Director Ira J. Gumberg             For       Did Not    Management
                                                          Vote
1.3   Elect Director Robert P. Kelly            For       Did Not    Management
                                                          Vote
1.4   Elect Director David S. Shapira           For       Did Not    Management
                                                          Vote
1.5   Elect Director John P. Surma              For       Did Not    Management
                                                          Vote
2     Declassify the Board of Directors         For       Did Not    Management
                                                          Vote
3     Amend Omnibus Stock Plan                  For       Did Not    Management
                                                          Vote
4     Ratify Auditors                           For       Did Not    Management
                                                          Vote


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

MELLON FINANCIAL CORP.

Ticker:       MEL            Security ID:  58551A108
Meeting Date: MAY 24, 2007   Meeting Type: Special
Record Date:  APR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adopt Supermajority Vote Requirement for  For       For        Management
      Mergers
3     Increase Authorized Preferred and Common  For       For        Management
      Stock
4     Adjourn Meeting                           For       For        Management


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

MICROSOFT CORP.

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 14, 2006   Meeting Type: Annual
Record Date:  SEP 8, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director William H. Gates, III      For       For        Management
2     Elect Director Steven A. Ballmer          For       For        Management
3     Elect Director James I. Cash, Jr., Ph.D.  For       For        Management
4     Elect Director Dina Dublon                For       For        Management
5     Elect Director Raymond V. Gilmartin       For       For        Management
6     Elect Director David F. Marquardt         For       For        Management
7     Elect Director Charles H. Noski           For       For        Management
8     Elect Director Helmut Panke               For       For        Management
9     Elect Director Jon A. Shirley             For       For        Management
10    Ratify Auditors                           For       For        Management
11    Cease Product Sales that Can Be Used to   Against   Against    Shareholder
      Violate Human Rights
12    Amend EEO Statement to Not Reference      Against   Against    Shareholder
      Sexual Orientation
13    Establish Shareholder Advisory Committee  Against   Against    Shareholder


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

MORGAN STANLEY

Ticker:       MS             Security ID:  617446448
Meeting Date: APR 10, 2007   Meeting Type: Annual
Record Date:  FEB 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Roy J. Bostock             For       For        Management
2     Elect Director Erskine B. Bowles          For       For        Management
3     Elect Director Howard J. Davies           For       For        Management
4     Elect Director C. Robert Kidder           For       For        Management
5     Elect Director John J. Mack               For       For        Management
6     Elect Director Donald T. Nicolaisen       For       For        Management
7     Elect Director Charles H. Noski           For       For        Management
8     Elect Director Hutham S. Olayan           For       For        Management
9     Elect Director Charles E. Phillips, Jr.   For       For        Management
10    Elect Director Griffith Sexton            For       For        Management
11    Elect Director Laura D. Tyson             For       For        Management
12    Elect Director Klaus Zumwinkel            For       For        Management
13    Ratify Auditors                           For       For        Management
14    Approve Omnibus Stock Plan                For       For        Management
15    Amend Vote Requirements to Amend          Against   Against    Shareholder
      Articles/Bylaws/Charter
16    Approve Report of the Compensation        Against   Against    Shareholder
      Committee


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

MOTOROLA, INC.

Ticker:       MOT            Security ID:  620076109
Meeting Date: MAY 7, 2007    Meeting Type: Proxy Contest
Record Date:  MAR 8, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director E. Zander                  For       Did Not    Management
                                                          Vote
1.2   Elect Director D. Dorman                  For       Did Not    Management
                                                          Vote
1.3   Elect Director J. Lewent                  For       Did Not    Management
                                                          Vote
1.4   Elect Director T. Meredith                For       Did Not    Management
                                                          Vote
1.5   Elect Director N. Negroponte              For       Did Not    Management
                                                          Vote
1.6   Elect Director S. Scott, III              For       Did Not    Management
                                                          Vote
1.7   Elect Director R. Sommer                  For       Did Not    Management
                                                          Vote
1.8   Elect Director J. Stengel                 For       Did Not    Management
                                                          Vote
1.9   Elect Director D. Warner, III             For       Did Not    Management
                                                          Vote
1.10  Elect Director J. White                   For       Did Not    Management
                                                          Vote
1.11  Elect Director M. White                   For       Did Not    Management
                                                          Vote
2     Amend Qualified Employee Stock Purchase   For       Did Not    Management
      Plan                                                Vote
3     Advisory Vote to Ratify Named Executive   Against   Did Not    Shareholder
      Officers' Compensation                              Vote
4     Claw-back of Payments under Restatements  Against   Did Not    Shareholder
                                                          Vote
1.1   Elect Director Carl C. Icahn              For       For        Management
1.2   Elect Director E. Zander                  For       For        Management
1.3   Elect Director D. Dorman                  For       For        Management
1.4   Elect Director J. Lewent                  For       For        Management
1.5   Elect Director T. Meredith                For       For        Management
1.6   Elect Director N. Negroponte              For       For        Management
1.7   Elect Director S. Scott, III              For       For        Management
1.8   Elect Director R. Sommer                  For       For        Management
1.9   Elect Director J. Stengel                 For       For        Management
1.10  Elect Director D. Warner, III             For       For        Management
1.11  Elect Director M. White                   For       For        Management
2     Amend Qualified Employee Stock Purchase   None      For        Management
      Plan
3     Advisory Vote to Ratify Named Executive   For       For        Shareholder
      Officers' Compensation
4     Claw-back of Payments under Restatements  None      For        Shareholder


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

MURPHY OIL CORP.

Ticker:       MUR            Security ID:  626717102
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frank W. Blue              For       For        Management
1.2   Elect Director Claiborne P. Deming        For       For        Management
1.3   Elect Director Robert A. Hermes           For       For        Management
1.4   Elect Director James V. Kelley            For       For        Management
1.5   Elect Director R. Madison Murphy          For       For        Management
1.6   Elect Director William C. Nolan, Jr.      For       For        Management
1.7   Elect Director Ivar B. Ramberg            For       For        Management
1.8   Elect Director Neal E. Schmale            For       For        Management
1.9   Elect Director David J. H. Smith          For       For        Management
1.10  Elect Directors Caroline G. Theus         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Amend Qualified Employee Stock Purchase   For       Against    Management
      Plan
5     Ratify Auditors                           For       For        Management


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

NESTLE SA

Ticker:       NSRGF          Security ID:  H57312466
Meeting Date: APR 19, 2007   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       Did Not    Management
      Reports                                             Vote
2     Approve Discharge of Board and Senior     For       Did Not    Management
      Management                                          Vote
3     Approve Allocation of Income and          For       Did Not    Management
      Dividends of CHF 10.40 per Share                    Vote
4     Approve CHF 7.7 Million Reduction in      For       Did Not    Management
      Share Capital via Cancellation of                   Vote
      Repurchased Shares
5.1   Reelect Peter Brabeck-Letmathe as         For       Did Not    Management
      Director                                            Vote
5.2   Reelect Edward George as Director         For       Did Not    Management
                                                          Vote


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

OFFICE DEPOT, INC.

Ticker:       ODP            Security ID:  676220106
Meeting Date: APR 25, 2007   Meeting Type: Annual
Record Date:  MAR 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Lee A. Ault, III           For       For        Management
2     Elect Director Neil R. Austrian           For       For        Management
3     Elect Director David W. Bernauer          For       For        Management
4     Elect Director Abelardo E. Bru            For       For        Management
5     Elect Director Marsha J. Evans            For       For        Management
6     Elect Director David I. Fuente            For       For        Management
7     Elect Director Brenda J. Gaines           For       For        Management
8     Elect Director Myra M. Hart               For       For        Management
9     Elect Director W. Scott Hedrick           For       For        Management
10    Elect Director Kathleen Mason             For       For        Management
11    Elect Director Michael J. Myers           For       For        Management
12    Elect Director Steve Odland               For       For        Management
13    Approve Omnibus Stock Plan                For       For        Management
14    Ratify Auditors                           For       For        Management


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

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  MAR 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dennis A. Ausiello         For       For        Management
1.2   Elect Director Michael S. Brown           For       For        Management
1.3   Elect Director M. Anthony Burns           For       For        Management
1.4   Elect Director Robert N. Burt             For       For        Management
1.5   Elect Director W. Don Cornwell            For       For        Management
1.6   Elect Director William H. Gray, III       For       For        Management
1.7   Elect Director Constance J. Horner        For       For        Management
1.8   Elect Director William R. Howell          For       For        Management
1.9   Elect Director Jeffrey B. Kindler         For       For        Management
1.10  Elect Director George A. Lorch            For       For        Management
1.11  Elect Director Dana G. Mead               For       For        Management
1.12  Elect Director William C. Steere, Jr.     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   For        Shareholder
4     Report on Animal Testing Policies         Against   Against    Shareholder
5     Amend Animal Welfare Policy               Against   Against    Shareholder
6     Require Director Nominee Qualifications   Against   Against    Shareholder


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

PRUDENTIAL FINANCIAL INC

Ticker:       PRU            Security ID:  744320102
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frederic K. Becker         For       For        Management
1.2   Elect Director Gordon M. Bethune          For       For        Management
1.3   Elect Director Gaston Caperton            For       For        Management
1.4   Elect Director Gilbert F. Casellas        For       For        Management
1.5   Elect Director James G. Cullen            For       For        Management
1.6   Elect Director William H. Gray, III       For       For        Management
1.7   Elect Director Jon F. Hanson              For       For        Management
1.8   Elect Director Constance J. Horner        For       For        Management
1.9   Elect Director Karl J. Krapek             For       For        Management
1.10  Elect Director Christine A. Poon          For       For        Management
1.11  Elect Director Arthur F. Ryan             For       For        Management
1.12  Elect Director James A. Unruh             For       For        Management
2     Ratify Auditors                           For       For        Management


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

RAYTHEON CO.

Ticker:       RTN            Security ID:  755111507
Meeting Date: MAY 2, 2007    Meeting Type: Annual
Record Date:  MAR 8, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Barbara M. Barrett         For       For        Management
2     Elect Director Vernon E. Clark            For       For        Management
3     Elect Director John M. Deutch             For       For        Management
4     Elect Director Frederic M. Poses          For       For        Management
5     Elect Director Michael C. Ruettgers       For       For        Management
6     Elect Director Ronald L. Skates           For       For        Management
7     Elect Director William R. Spivey          For       For        Management
8     Elect Director Linda G. Stuntz            For       For        Management
9     Elect Director William H. Swanson         For       For        Management
10    Ratify Auditors                           For       For        Management
11    Separate Chairman and CEO Positions       Against   Against    Shareholder
12    Restore or Provide for Cumulative Voting  Against   Against    Shareholder
13    Submit Supplemental Executive Retirement  Against   Against    Shareholder
      Plans to Shareholder vote


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

RENAISSANCERE HOLDINGS LTD.

Ticker:       RNR            Security ID:  G7496G103
Meeting Date: MAY 31, 2007   Meeting Type: Annual
Record Date:  APR 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William F. Hecht          For       For        Management
1.2   Elect  Director Henry Klehm III           For       For        Management
1.3   Elect  Director Nicholas L. Trivisonno    For       For        Management
2     Ratify Auditors                           For       For        Management


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

SCHERING-PLOUGH CORP.

Ticker:       SGP            Security ID:  806605101
Meeting Date: MAY 18, 2007   Meeting Type: Annual
Record Date:  MAR 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Hans W. Becherer           For       For        Management
1.2   Elect Director Thomas J. Colligan         For       For        Management
1.3   Elect Director Fred Hassan                For       For        Management
1.4   Elect Director C. Robert Kidder           For       For        Management
1.5   Elect Director Philip Leder, M.D.         For       For        Management
1.6   Elect Director Eugene R. McGrath          For       For        Management
1.7   Elect Director Carl E. Mundy, Jr.         For       For        Management
1.8   Elect Director Antonio M. Perez           For       For        Management
1.9   Elect Director Patricia F. Russo          For       For        Management
1.10  Elect Director Jack L. Stahl              For       For        Management
1.11  Elect Director Kathryn C. Turner          For       For        Management
1.12  Elect Director Robert F.W. van Oordt      For       For        Management
1.13  Elect Director Arthur F. Weinbach         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Reduce Supermajority Vote Requirement     For       For        Management
4     Company Specific--Adopt Majority Voting   For       Against    Management
5     Performance-Based and/or Time-Based       Against   For        Shareholder
      Equity Awards


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

SCHLUMBERGER LTD.

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 11, 2007   Meeting Type: Annual
Record Date:  FEB 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director P. Camus                   For       For        Management
1.2   Elect Director J.S. Gorelick              For       For        Management
1.3   Elect Director A. Gould                   For       For        Management
1.4   Elect Director T. Isaac                   For       For        Management
1.5   Elect Director N. Kudryavtsev             For       For        Management
1.6   Elect Director A. Lajous                  For       For        Management
1.7   Elect Director M.E. Marks                 For       For        Management
1.8   Elect Director D. Primat                  For       For        Management
1.9   Elect Director L.R. Reif                  For       For        Management
1.10  Elect Director T.I. Sandvold              For       For        Management
1.11  Elect Director N. Seydoux                 For       For        Management
1.12  Elect Director L.G. Stuntz                For       For        Management
1.13  Elect Director R. Talwar                  For       For        Management
2     ADOPTION AND APPROVAL OF FINANCIALS AND   For       For        Management
      DIVIDENDS.
3     APPROVAL OF INDEPENDENT REGISTERED PUBLIC For       For        Management
      ACCOUNTING FIRM.


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

SONY CORP.

Ticker:       6758           Security ID:  835699307
Meeting Date: JUN 21, 2007   Meeting Type: Annual
Record Date:  MAR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Howard Stringer           For       For        Management
1.2   Elect  Director Ryoji Chubachi            For       For        Management
1.3   Elect  Director Katsumi Ihara             For       For        Management
1.4   Elect  Director Akishige Okada            For       For        Management
1.5   Elect  Director Hirobumi Kawano           For       For        Management
1.6   Elect  Director Yotaro Kobayashi          For       For        Management
1.7   Elect  Director Sakie T. Fukushima        For       For        Management
1.8   Elect  Director Yoshihiko Miyauchi        For       For        Management
1.9   Elect  Director Yoshiaki Yamauchi         For       For        Management
1.10  Elect  Director Peter Bonfield            For       For        Management
1.11  Elect  Director Fueo Sumita               For       For        Management
1.12  Elect  Director Fujio Cho                 For       For        Management
1.13  Elect  Director Ned Lautenbach            For       For        Management
1.14  Elect  Director Ryuji Yasuda              For       For        Management
2     TO ELECT THE INDEPENDENT AUDITOR.         For       For        Management
3     TO ISSUE STOCK ACQUISITION RIGHTS FOR THE For       For        Management
      PURPOSE OF GRANTING STOCK OPTIONS.
      PROPOSALS 1, 2, 3 ABOVE ARE CORPORATION S
      PROPOSALS.           PROPOSAL 4 BELOW IS
      A SHAREHOLDERS  PROPOSAL.
4     TO AMEND THE ARTICLES OF INCORPORATION    Against   For        Shareholder
      WITH RESPECT TO DISCLOSURE TO
      SHAREHOLDERS REGARDING REMUNERATION PAID
      TO EACH DIRECTOR.


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

SUN MICROSYSTEMS, INC.

Ticker:       SUNW           Security ID:  866810104
Meeting Date: NOV 2, 2006    Meeting Type: Annual
Record Date:  SEP 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Scott G. McNealy           For       For        Management
1.2   Elect Director James L. Barksdale         For       For        Management
1.3   Elect Director Stephen M. Bennett         For       For        Management
1.4   Elect Director Robert J. Finocchio, Jr.   For       For        Management
1.5   Elect Director Patricia E. Mitchell       For       For        Management
1.6   Elect Director M. Kenneth Oshman          For       For        Management
1.7   Elect Director Jonathan I. Schwartz       For       For        Management
1.8   Elect Director Naomi O. Seligman          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Approve Report of the Compensation        Against   For        Shareholder
      Committee


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

SYMANTEC CORP.

Ticker:       SYMC           Security ID:  871503108
Meeting Date: SEP 13, 2006   Meeting Type: Annual
Record Date:  JUL 17, 2006

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


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

TEXTRON INC.

Ticker:       TXT            Security ID:  883203101
Meeting Date: APR 25, 2007   Meeting Type: Annual
Record Date:  MAR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Kathleen M. Bader          For       For        Management
2     Elect Director R. Kerry Clark             For       For        Management
3     Elect Director Ivor J. Evans              For       For        Management
4     Elect Director Lord Powell                For       For        Management
5     Elect Director James L. Ziemer            For       For        Management
6     Approve Executive Incentive Bonus Plan    For       For        Management
7     Approve Omnibus Stock Plan                For       For        Management
8     Ratify Auditors                           For       For        Management
9     Social Proposal                           Against   Against    Shareholder


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

TOTAL SA (FORMERLY TOTAL FINA ELF  S.A )

Ticker:       TOT            Security ID:  89151E109
Meeting Date: MAY 11, 2007   Meeting Type: Annual
Record Date:  APR 4, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF PARENT COMPANY FINANCIAL      For       For        Management
      STATEMENTS
2     APPROVAL OF CONSOLIDATED FINANCIAL        For       For        Management
      STATEMENTS
3     ALLOCATION OF EARNINGS, DECLARATION OF    For       For        Management
      DIVIDEND
4     AGREEMENTS COVERED BY ARTICLE L. 225-38   For       For        Management
      OF THE FRENCH COMMERCIAL CODE
5     AUTHORIZATION FOR THE BOARD OF DIRECTORS  For       For        Management
      TO TRADE SHARES OF THE COMPANY
6     RENEWAL OF THE APPOINTMENT OF MR. THIERRY For       For        Management
      DESMAREST AS A DIRECTOR
7     RENEWAL OF THE APPOINTMENT OF MR. THIERRY For       For        Management
      DE RUDDER AS A DIRECTOR
8     RENEWAL OF THE APPOINTMENT OF MR. SERGE   For       For        Management
      TCHURUK AS A DIRECTOR
9     APPOINTMENT OF A DIRECTOR REPRESENTING    For       For        Management
      EMPLOYEE SHAREHOLDERS IN APPLICATION OF
      ARTICLE 11 OF THE ARTICLES OF ASSOCIATION
10    APPOINTMENT OF A DIRECTOR REPRESENTING    Against   For        Management
      EMPLOYEE SHAREHOLDERS IN APPLICATION OF
      ARTICLE 11 OF THE ARTICLES OF ASSOCIATION
11    APPOINTMENT OF A DIRECTOR REPRESENTING    Against   For        Management
      EMPLOYEE SHAREHOLDERS IN APPLICATION OF
      ARTICLE 11 OF THE ARTICLES OF ASSOCIATION
12    DETERMINATION OF THE TOTAL AMOUNT OF      For       For        Management
      DIRECTORS  COMPENSATION
13    DELEGATION OF AUTHORITY GRANTED TO THE    For       For        Management
      BOARD OF DIRECTORS TO INCREASE CAPITAL BY
      ISSUING COMMON SHARES OR ANY SECURITIES
      PROVIDING ACCESS TO CAPITAL WHILE
      MAINTAINING SHAREHOLDERS PREFERENTIAL
      SUBSCRIPTION RIGHTS
14    DELEGATION OF AUTHORITY GRANTED TO THE    For       Against    Management
      BOARD OF DIRECTORS TO INCREASE CAPITAL BY
      ISSUING COMMON SHARES OR ANY SECURITIES
      PROVIDING ACCESS TO CAPITAL WITHOUT
      PREFERENTIAL SUBSCRIPTION RIGHTS
15    DELEGATION OF AUTHORITY GRANTED TO THE    For       For        Management
      BOARD OF DIRECTORS TO INCREASE CAPITAL
      UNDER THE CONDITIONS PROVIDED FOR IN
      ARTICLE 443-5 OF THE FRENCH LABOR CODE
16    AUTHORIZATION TO GRANT SUBSCRIPTION OR    For       For        Management
      PURCHASE OPTIONS FOR THE COMPANY S STOCK
      TO CERTAIN EMPLOYEES OF THE GROUP AS WELL
      AS TO THE MANAGEMENT OF THE COMPANY OR OF
      OTHER GROUP COMPANIES
17    AUTHORIZATION TO BE GRANTED TO THE BOARD  For       For        Management
      OF DIRECTORS TO REDUCE CAPITAL BY
      CANCELING SHARES
18    AMENDMENT OF ARTICLE 13, PARAGRAPH 2, OF  For       For        Management
      THE COMPANY S ARTICLES OF ASSOCIATION
      WITH REGARD TO THE METHODS THAT MAY BE
      USED TO PARTICIPATE IN BOARD OF DIRECTORS
       MEETINGS
19    AMENDMENT OF ARTICLE 17-2 OF THE COMPANY  For       For        Management
      S ARTICLES OF ASSOCIATION TO TAKE INTO
      ACCOUNT NEW RULES FROM THE DECREE OF
      DECEMBER 11, 2006 RELATING TO THE COMPANY
      S BOOK-BASED SYSTEM FOR RECORDING SHARES
      FOR SHAREHOLDERS WISHING TO PARTICIPATE
      IN ANY FORM WH
20    AMENDMENT OF ARTICLE 17-2 OF THE COMPANY  For       For        Management
      S ARTICLES OF ASSOCIATION TO TAKE INTO
      ACCOUNT RULES RELATING TO ELECTRONIC
      SIGNATURES IN THE EVENT OF A VOTE CAST
      VIA TELECOMMUNICATION
21    NEW PROCEDURE TO NOMINATE THE             Against   For        Shareholder
      EMPLOYEE-SHAREHOLDER DIRECTOR
22    AUTHORIZATION TO GRANT RESTRICTED SHARES  Against   For        Shareholder
      OF THE COMPANY TO GROUP EMPLOYEES
23    AMENDMENT OF ARTICLE 18, PARAGRAPH 7 OF   Against   For        Shareholder
      THE COMPANY S ARTICLES OF ASSOCIATION IN
      VIEW OF DELETING THE STATUTORY CLAUSE
      LIMITING VOTING RIGHTS


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

TYCO INTERNATIONAL LTD.

Ticker:       TYC            Security ID:  902124106
Meeting Date: MAR 8, 2007    Meeting Type: Annual
Record Date:  JAN 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dennis C. Blair            For       Did Not    Management
                                                          Vote
1.2   Elect Director Edward D. Breen            For       Did Not    Management
                                                          Vote
1.3   Elect Director Brian Duperreault          For       Did Not    Management
                                                          Vote
1.4   Elect Director Bruce S. Gordon            For       Did Not    Management
                                                          Vote
1.5   Elect Director Rajiv L. Gupta             For       Did Not    Management
                                                          Vote
1.6   Elect Director John A. Krol               For       Did Not    Management
                                                          Vote
1.7   Elect Director H. Carl Mccall             For       Did Not    Management
                                                          Vote
1.8   Elect Director Brendan R. O'Neill         For       Did Not    Management
                                                          Vote
1.9   Elect Director William S. Stavropoulous   For       Did Not    Management
                                                          Vote
1.10  Elect Director Sandra S. Wijnberg         For       Did Not    Management
                                                          Vote
1.11  Elect Director Jerome B. York             For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote


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

TYCO INTERNATIONAL LTD.

Ticker:       TYC            Security ID:  902124106
Meeting Date: MAR 8, 2007    Meeting Type: Special
Record Date:  JAN 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF REVERSE STOCK SPLIT OF THE    For       Did Not    Management
      COMPANYS COMMON SHARES AT A SPLIT RATIO             Vote
      OF 1 FOR 4
2     APPROVAL OF CONSEQUENTIAL AMENDMENT TO    For       Did Not    Management
      THE COMPANY S AMENDED AND RESTATED                  Vote
      BYE-LAWS.


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

UNILEVER N.V.

Ticker:       UN             Security ID:  904784709
Meeting Date: MAY 15, 2007   Meeting Type: Annual
Record Date:  MAY 8, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ADOPTION OF THE ANNUAL ACCOUNTS AND       For       Did Not    Management
      APPROPRIATION OF THE PROFIT FOR THE 2006            Vote
      FINANCIAL YEAR.
2     DISCHARGE OF THE EXECUTIVE DIRECTORS.     For       Did Not    Management
                                                          Vote
3     DISCHARGE OF THE NON-EXECUTIVE DIRECTORS. For       Did Not    Management
                                                          Vote
4.a   DIRECTOR P.J. CESCAU                      For       Did Not    Management
                                                          Vote
4.b   DIRECTOR C.J. VAN DER GRAAF               For       Did Not    Management
                                                          Vote
4.c   DIRECTOR R.D. KUGLER                      For       Did Not    Management
                                                          Vote
5.a   DIRECTOR THE LORD LEON BRITTAN            For       Did Not    Management
                                                          Vote
5.b   DIRECTOR PROFESSOR W. DIK                 For       Did Not    Management
                                                          Vote
5.c   DIRECTOR C.E. GOLDEN                      For       Did Not    Management
                                                          Vote
5.d   DIRECTOR DR. B.E. GROTE                   For       Did Not    Management
                                                          Vote
5.e   DIRECTOR LORD DAVID SIMON                 For       Did Not    Management
                                                          Vote
5.f   DIRECTOR J.C. SPINETTA                    For       Did Not    Management
                                                          Vote
5.g   DIRECTOR K.J. STORM                       For       Did Not    Management
                                                          Vote
5.h   DIRECTOR J. VAN DER VEER                  For       Did Not    Management
                                                          Vote
5.i   DIRECTOR PROF. G. BERGER                  For       Did Not    Management
                                                          Vote
5.j   DIRECTOR N. MURTHY                        For       Did Not    Management
                                                          Vote
5.k   DIRECTOR H. NYASULU                       For       Did Not    Management
                                                          Vote
5.l   DIRECTOR M TRESCHOW                       For       Did Not    Management
                                                          Vote
6     REMUNERATION OF EXECUTIVE DIRECTORS       For       Did Not    Management
                                                          Vote
7     REMUNERATION OF NON-EXECUTIVE DIRECTORS   For       Did Not    Management
                                                          Vote
8     ALTERATION TO THE ARTICLES OF ASSOCIATION For       Did Not    Management
                                                          Vote
9     APPOINTMENT OF AUDITORS CHARGED WITH THE  For       Did Not    Management
      AUDITING OF THE ANNUAL ACCOUNTS FOR THE             Vote
      2007 FINANCIAL YEAR
10    DESIGNATION OF THE BOARD OF DIRECTORS AS  For       Did Not    Management
      THE COMPANY BODY AUTHORIZED IN RESPECT OF           Vote
      THE ISSUE OF SHARES IN THE COMPANY.
11    AUTHORIZATION OF THE BOARD OF DIRECTORS   For       Did Not    Management
      TO PURCHASE SHARES IN THE COMPANY AND               Vote
      DEPOSITARY RECEIPTS THEREFOR.


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

UNITED TECHNOLOGIES CORP.

Ticker:       UTX            Security ID:  913017109
Meeting Date: APR 11, 2007   Meeting Type: Annual
Record Date:  FEB 13, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Louis R. Chenevert         For       For        Management
1.2   Elect Director George David               For       For        Management
1.3   Elect Director John V. Faraci             For       For        Management
1.4   Elect Director Jean-Pierre Garnier        For       For        Management
1.5   Elect Director Jamie S. Gorelick          For       For        Management
1.6   Elect Director Charles R. Lee             For       For        Management
1.7   Elect Director Richard D. Mccormick       For       For        Management
1.8   Elect Director Harold Mcgraw III          For       For        Management
1.9   Elect Director Richard B. Myers           For       For        Management
1.10  Elect Director Frank P. Popoff            For       For        Management
1.11  Elect Director H. Patrick Swygert         For       For        Management
1.12  Elect Director Andre Villeneuve           For       For        Management
1.13  Elect Director H.A. Wagner                For       For        Management
1.14  Elect Director Christine Todd Whitman     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Establish Term Limits for Directors       Against   Against    Shareholder
4     Report on Foreign Military Sales          Against   Against    Shareholder
5     Report on Political Contributions         Against   Against    Shareholder
6     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
7     Pay For Superior Performance              Against   For        Shareholder


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

VERIZON COMMUNICATIONS

Ticker:       VZ             Security ID:  92343V104
Meeting Date: MAY 3, 2007    Meeting Type: Annual
Record Date:  MAR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director James R. Barker            For       For        Management
2     Elect Director Richard L. Carrion         For       For        Management
3     Elect Director M. Frances Keeth           For       For        Management
4     Elect Director Robert W. Lane             For       For        Management
5     Elect Director Sandra O. Moose            For       For        Management
6     Elect Director Joseph Neubauer            For       For        Management
7     Elect Director Donald T. Nicolaisen       For       For        Management
8     Elect Director Thomas H. O'Brien          For       For        Management
9     Elect Director Clarence Otis, Jr.         For       For        Management
10    Elect Director Hugh B. Price              For       For        Management
11    Elect Director Ivan G. Seidenberg         For       For        Management
12    Elect Director Walter V. Shipley          For       For        Management
13    Elect Director John W. Snow               For       For        Management
14    Elect Director John R. Stafford           For       For        Management
15    Elect Director Robert D. Storey           For       For        Management
16    Ratify Auditors                           For       For        Management
17    Limit Executive Compensation              Against   Against    Shareholder
18    Eliminate or Restrict Severance           Against   Against    Shareholder
      Agreements (Change-in-Control)
19    Disclose Information on Compensation      Against   For        Shareholder
      Consultant
20    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officer's Compensation
21    Adopt Policy on Overboarded Director      Against   Against    Shareholder
22    Approve Terms of Existing Poison Pill     Against   Against    Shareholder
23    Report on Charitable Contributions        Against   Against    Shareholder


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

WALT DISNEY COMPANY, THE

Ticker:       DIS            Security ID:  254687106
Meeting Date: MAR 8, 2007    Meeting Type: Annual
Record Date:  JAN 8, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John E. Bryson             For       For        Management
1.2   Elect Director John S. Chen               For       For        Management
1.3   Elect Director Judith L. Estrin           For       For        Management
1.4   Elect Director Robert A. Iger             For       For        Management
1.5   Elect Director Steven P. Jobs             For       For        Management
1.6   Elect Director Fred H. Langhammer         For       For        Management
1.7   Elect Director Aylwin B. Lewis            For       For        Management
1.8   Elect Director Monica C. Lozano           For       For        Management
1.9   Elect Director Robert W. Matschullat      For       For        Management
1.10  Elect Director John E. Pepper, Jr.        For       For        Management
1.11  Elect Director Orin C. Smith              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management
5     Company-Specific--Governance-Related - No Against   Against    Shareholder
      Greenmail payments
6     Approve/Amend Terms of Existing Poison    Against   For        Shareholder
      Pill


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

WEATHERFORD INTERNATIONAL LTD

Ticker:       WFT            Security ID:  G95089101
Meeting Date: MAY 30, 2007   Meeting Type: Annual
Record Date:  APR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ELECTION AS DIRECTOR: NICHOLAS F. BRADY   For       For        Management
2     ELECTION AS DIRECTOR: WILLIAM E. MACAULAY For       For        Management
3     ELECTION AS DIRECTOR: DAVID J. BUTTERS    For       For        Management
4     ELECTION AS DIRECTOR: ROBERT B. MILLARD   For       For        Management
5     ELECTION AS DIRECTOR: BERNARD J.          For       For        Management
      DUROC-DANNER
6     ELECTION AS DIRECTOR: ROBERT K. MOSES,    For       For        Management
      JR.
7     ELECTION AS DIRECTOR: SHELDON B. LUBAR    For       For        Management
8     ELECTION AS DIRECTOR: ROBERT A. RAYNE     For       For        Management
9     Ratify Auditors                           For       For        Management


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

WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 24, 2007   Meeting Type: Annual
Record Date:  MAR 6, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John S. Chen               For       For        Management
1.2   Elect Director Lloyd H. Dean              For       For        Management
1.3   Elect Director Susan E. Engel             For       For        Management
1.4   Elect Director Enrique Hernandez, Jr.     For       For        Management
1.5   Elect Director Robert L. Joss             For       For        Management
1.6   Elect Director Richard M. Kovacevich      For       For        Management
1.7   Elect Director Richard D. McCormick       For       For        Management
1.8   Elect Director Cynthia H. Milligan        For       Against    Management
1.9   Elect Director Nicholas G. Moore          For       For        Management
1.10  Elect Director Philip J. Quigley          For       Against    Management
1.11  Elect Director Donald B. Rice             For       Against    Management
1.12  Elect Director Judith M. Runstad          For       For        Management
1.13  Elect Director Stephen W. Sanger          For       For        Management
1.14  Elect Director Susan G. Swenson           For       For        Management
1.15  Elect Director John G. Stumpf             For       For        Management
1.16  Elect Director Michael W. Wright          For       Against    Management
2     Ratify Auditors                           For       For        Management
3     Separate Chairman and CEO Positions       Against   For        Shareholder
4     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
5     Establish SERP Policy                     Against   For        Shareholder
6     Report on Racial and Ethnic Disparities   Against   Against    Shareholder
      in Loan Pricing
7     Report on Emission Reduction Goals        Against   For        Shareholder


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

WYETH

Ticker:       WYE            Security ID:  983024100
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  MAR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Robert Essner              For       For        Management
2     Elect Director John D. Feerick            For       For        Management
3     Elect Director Frances D. Fergusson       For       For        Management
4     Elect Director Victor F. Ganzi            For       For        Management
5     Elect Director Robert Langer              For       For        Management
6     Elect Director John P. Mascotte           For       For        Management
7     Elect Director Raymond J. McGuire         For       For        Management
8     Elect Director Mary Lake Polan            For       For        Management
9     Elect Director Bernard Poussot            For       For        Management
10    Elect Director Gary L. Rogers             For       For        Management
11    Elect Director Ivan G. Seidenberg         For       For        Management
12    Elect Director Walter V. Shipley          For       For        Management
13    Elect Director John R. Torell III         For       For        Management
14    Ratify Auditors                           For       For        Management
15    Reduce Supermajority Vote Requirement     For       For        Management
16    Amend Omnibus Stock Plan                  For       For        Management
17    Adopt Animal Welfare Policy               Against   Against    Shareholder
18    Report on Policy to Limit Drug Supply to  Against   For        Shareholder
      Canada
19    Report on Political Contributions         Against   For        Shareholder
20    Claw-back of Payments under Restatements  Against   For        Shareholder
21    Company-Specific - Interlocking           Against   Against    Shareholder
      Directorship
22    Disclose Information-Proposal Withdrawn.  Against   Abstain    Shareholder
      No Vote Required
23    Separate Chairman and CEO Positions       Against   For        Shareholder
24    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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

YAHOO!, INC.

Ticker:       YHOO           Security ID:  984332106
Meeting Date: JUN 12, 2007   Meeting Type: Annual
Record Date:  APR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Terry S. Semel             For       For        Management
2     Elect Director Jerry Yang                 For       For        Management
3     Elect Director Roy J. Bostock             For       For        Management
4     Elect Director Ronald W. Burkle           For       For        Management
5     Elect Director Eric Hippeau               For       For        Management
6     Elect Director Vyomesh Joshi              For       For        Management
7     Elect Director Arthur H. Kern             For       For        Management
8     Elect Director Robert A. Kotick           For       For        Management
9     Elect Director Edward R. Kozel            For       For        Management
10    Elect Director Gary L. Wilson             For       For        Management
11    Amend Omnibus Stock Plan                  For       For        Management
12    Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
13    Ratify Auditors                           For       For        Management
14    Pay For Superior Performance              Against   Against    Shareholder
15    Adopt Policies to Protect Freedom of      Against   For        Shareholder
      Access to the Internet
16    Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Human Rights

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


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.


By:    /s/ Robert C. Doll, Jr.
       -----------------------
       Robert C. Doll, Jr.
       Chief Executive Officer
       BlackRock Balanced Capital Fund, Inc.


Date:  August 15, 2007