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 811-21621 Name of Fund: Defined Strategy

Fund Inc. (DSF) Fund Address: P.O. Box 9011, Princeton, NJ 08543-9011



Name and address of agent for service: Mitchell M. Cox, Chief Executive

Officer, Defined Strategy Fund Inc., 4 World Financial Center, 6(th) Floor, New

York, New York 10080.



Registrant's telephone number, including area code: (877) 449-4742 Date of

fiscal year end: 9/30 Date of reporting period: 07/01/2007 -- 06/30/2008 Item 1

- -- Proxy Voting Record -- Attached hereto.



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.



Defined Strategy Fund Inc.



By: /s/ Mitchell M. Cox

Mitchell M. Cox

Chief Executive Officer of Defined Strategy Fund Inc.



Date: August 25, 2008



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

ICA File Number: 811-21621
Reporting Period: 07/01/2007 - 06/30/2008
Defined Strategy Fund Inc.









======================= DEFINED STRATEGY FUND INC. (DSF) =======================


AGCO CORP.

Ticker:       AG             Security ID:  001084102
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  MAR 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Herman Cain               For       For        Management
1.2   Elect  Director Wolfgang Deml             For       Withhold   Management
1.3   Elect  Director David E. Momot            For       For        Management
1.4   Elect  Director Martin Richenhagen        For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


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AK STEEL HOLDING CORP.

Ticker:       AKS            Security ID:  001547108
Meeting Date: MAY 29, 2008   Meeting Type: Annual
Record Date:  APR 1, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard A. Abdoo           For       For        Management
1.2   Elect Director John S. Brinzo             For       For        Management
1.3   Elect Director Dennis C. Cuneo            For       For        Management
1.4   Elect Director William K. Gerber          For       For        Management
1.5   Elect Director Bonnie G. Hill             For       For        Management
1.6   Elect Director Robert H. Jenkins          For       For        Management
1.7   Elect Director Daniel J. Meyer            For       For        Management
1.8   Elect Director Ralph S. Michael, III      For       For        Management
1.9   Elect Director Shirley D. Peterson        For       For        Management
1.10  Elect Director James A. Thomson           For       For        Management
1.11  Elect Director James L. Wainscott         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management


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ALTRIA GROUP, INC.

Ticker:       MO             Security ID:  02209S103
Meeting Date: MAY 28, 2008   Meeting Type: Annual
Record Date:  APR 4, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Elizabeth E. Bailey        For       For        Management
2     Elect Director Gerald L. Baliles          For       For        Management
3     Elect Director Dinyar S. Devitre          For       For        Management
4     Elect Director Thomas F. Farrell II       For       For        Management
5     Elect Director Robert E. R. Huntley       For       For        Management
6     Elect Director Thomas W. Jones            For       For        Management
7     Elect Director George Munoz               For       For        Management
8     Elect Director Michael E. Szymanczyk      For       For        Management
9     Ratify Auditors                           For       For        Management
10    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
11    Provide for Cumulative Voting             Against   For        Shareholder
12    Adopt the Marketing and Advertising       Against   Against    Shareholder
      Provisions of the U.S. Master Settlement
      Agreement Globally
13    Cease Advertising Campaigns Oriented to   Against   Against    Shareholder
      Prevent Youth Smoking
14    Implement the "Two Cigarette"  Marketing  Against   Against    Shareholder
      Approach
15    Adopt Principles for Health Care Reform   Against   Against    Shareholder


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APPLE, INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: MAR 4, 2008    Meeting Type: Annual
Record Date:  JAN 15, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William V. Campbell        For       For        Management
1.2   Elect Director Millard S. Drexler         For       For        Management
1.3   Elect Director Albert A. Gore, Jr.        For       For        Management
1.4   Elect Director Steven P. Jobs             For       For        Management
1.5   Elect Director Andrea Jung                For       For        Management
1.6   Elect Director Arthur D. Levinson         For       For        Management
1.7   Elect Director Eric E. Schmidt            For       For        Management
1.8   Elect Director Jerome B. York             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
4     Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Sustainability


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AT&T INC

Ticker:       T              Security ID:  00206R102
Meeting Date: APR 25, 2008   Meeting Type: Annual
Record Date:  FEB 27, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Randall L. Stephenson      For       For        Management
2     Elect Director William F. Aldinger III    For       For        Management
3     Elect Director Gilbert F. Amelio          For       For        Management
4     Elect Director Reuben V. Anderson         For       For        Management
5     Elect Director James H. Blanchard         For       For        Management
6     Elect Director August A. Busch III        For       For        Management
7     Elect Director James P. Kelly             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 Joyce M. Roche             For       For        Management
13    Elect Director Laura D' Andrea Tyson      For       For        Management
14    Elect Director Patricia P. Upton          For       For        Management
15    Ratify Auditors                           For       For        Management
16    Report on Political Contributions         Against   For        Shareholder
17    Exclude Pension Credits from Earnings     Against   For        Shareholder
      Performance Measure
18    Require Independent Lead Director         Against   For        Shareholder
19    Establish SERP Policy                     Against   For        Shareholder
20    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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AUTOZONE, INC.

Ticker:       AZO            Security ID:  053332102
Meeting Date: DEC 12, 2007   Meeting Type: Annual
Record Date:  OCT 15, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles M. Elson           For       For        Management
1.2   Elect Director Sue E. Gove                For       For        Management
1.3   Elect Director Earl G. Graves, Jr.        For       For        Management
1.4   Elect Director N. Gerry House             For       For        Management
1.5   Elect Director J.R. Hyde, III             For       For        Management
1.6   Elect Director W. Andrew McKenna          For       For        Management
1.7   Elect Director George R. Mrkonic, Jr.     For       For        Management
1.8   Elect Director William C. Rhodes, III     For       For        Management
1.9   Elect Director Theodore W. Ullyot         For       For        Management
2     Ratify Auditors                           For       For        Management


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BED BATH & BEYOND INC.

Ticker:       BBBY           Security ID:  075896100
Meeting Date: JUL 10, 2007   Meeting Type: Annual
Record Date:  MAY 14, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Warren Eisenberg           For       For        Management
1.2   Elect Director Stanley F. Barshay         For       For        Management
1.3   Elect Director Patrick R. Gaston          For       For        Management
1.4   Elect Director Victoria A. Morrison       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Climate Change Policies         Against   Against    Shareholder
4     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
5     Report on Product Safety                  Against   Against    Shareholder


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CITIGROUP INC.

Ticker:       C              Security ID:  172967101
Meeting Date: APR 22, 2008   Meeting Type: Annual
Record Date:  FEB 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director C. Michael Armstrong       For       For        Management
2     Elect Director Alain J.P. Belda           For       Against    Management
3     Elect Director Sir Winfried Bischoff      For       For        Management
4     Elect Director Kenneth T. Derr            For       Against    Management
5     Elect Director John M. Deutch             For       For        Management
6     Elect Director Roberto Hernandez Ramirez  For       For        Management
7     Elect Director Andrew N. Liveris          For       For        Management
8     Elect Director Anne Mulcahy               For       Against    Management
9     Elect Director Vikram Pandit              For       For        Management
10    Elect Director Richard D. Parsons         For       Against    Management
11    Elect Director Judith Rodin               For       For        Management
12    Elect Director Robert E. Rubin            For       For        Management
13    Elect Director Robert L. Ryan             For       For        Management
14    Elect Director Franklin A. Thomas         For       For        Management
15    Ratify Auditors                           For       For        Management
16    Disclose Prior Government Service         Against   Against    Shareholder
17    Report on Political Contributions         Against   For        Shareholder
18    Limit Executive Compensation              Against   Against    Shareholder
19    Require More Director Nominations Than    Against   Against    Shareholder
      Open Seats
20    Report on the Equator Principles          Against   Against    Shareholder
21    Adopt Employee Contract                   Against   For        Shareholder
22    Amend GHG Emissions Policies to Limit     Against   Against    Shareholder
      Coal Financing
23    Report on Human Rights Investment         Against   Against    Shareholder
      Policies
24    Require Independent Board Chairman        Against   Against    Shareholder
25    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
26    Indicate If You Would Like to Keep Your   None      For        Management
      Vote Confidential Under Current Policy


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COACH, INC.

Ticker:       COH            Security ID:  189754104
Meeting Date: NOV 8, 2007    Meeting Type: Annual
Record Date:  SEP 14, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lew Frankfort              For       For        Management
1.2   Elect Director Susan Kropf                For       For        Management
1.3   Elect Director Gary Loveman               For       For        Management
1.4   Elect Director Ivan Menezes               For       For        Management
1.5   Elect Director Irene Miller               For       For        Management
1.6   Elect Director Keith Monda                For       For        Management
1.7   Elect Director Michael Murphy             For       For        Management
1.8   Elect Director Jide Zeitlin               For       For        Management


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DELL INC.

Ticker:       DELL           Security ID:  24702R101
Meeting Date: DEC 4, 2007    Meeting Type: Annual
Record Date:  OCT 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Donald J. Carty            For       For        Management
1.2   Elect Director Michael S. Dell            For       For        Management
1.3   Elect Director William H. Gray, III       For       For        Management
1.4   Elect Director Sallie L. Krawcheck        For       For        Management
1.5   Elect Director Alan (A.G.) Lafley         For       For        Management
1.6   Elect Director Judy C. Lewent             For       For        Management
1.7   Elect Director Klaus S. Luft              For       For        Management
1.8   Elect Director Thomas W. Luce, III        For       For        Management
1.9   Elect Director Alex J. Mandl              For       For        Management
1.10  Elect Director Michael A. Miles           For       For        Management
1.11  Elect Director Samuel A.  Nunn, Jr.       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Stock Retention/Holding Period            Against   For        Shareholder
5     Declaration of Dividend                   Against   Against    Shareholder


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E.I. DU PONT DE NEMOURS & CO.

Ticker:       DD             Security ID:  263534109
Meeting Date: APR 30, 2008   Meeting Type: Annual
Record Date:  MAR 5, 2008

#     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 Alexander M. Cutler        For       For        Management
1.6   Elect Director John T. Dillon             For       For        Management
1.7   Elect Director Eleuthere I. du Pont       For       For        Management
1.8   Elect Director Marillyn A. Hewson         For       For        Management
1.9   Elect Director Charles O. Holliday, Jr.   For       For        Management
1.10  Elect Director Lois D. Juliber            For       For        Management
1.11  Elect Director Sean O'Keefe               For       For        Management
1.12  Elect Director William K. Reilly          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Plant Closures                  Against   Against    Shareholder
4     Require Independent Board Chairman        Against   For        Shareholder
5     Report on Global Warming                  Against   Against    Shareholder
6     Amend Human Rights Policies               Against   Against    Shareholder
7     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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FAIRPOINT COMMUNICATIONS, INC

Ticker:       FRP            Security ID:  305560104
Meeting Date: JUN 18, 2008   Meeting Type: Annual
Record Date:  APR 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Claude C. Lilly            For       For        Management
1.2   Elect Director Robert S. Lilien           For       For        Management
1.3   Elect Director Thomas F. Gilbane, Jr.     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management


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FORD MOTOR COMPANY

Ticker:       F              Security ID:  345370860
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 11, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John R.H. Bond             For       Withhold   Management
1.2   Elect Director Stephen G. Butler          For       For        Management
1.3   Elect Director Kimberly A. Casiano        For       For        Management
1.4   Elect Director Edsel B. Ford II           For       For        Management
1.5   Elect Director William Clay Ford, Jr.     For       For        Management
1.6   Elect Director Irvine O. Hockaday, Jr.    For       For        Management
1.7   Elect Director Richard A. Manoogian       For       For        Management
1.8   Elect Director Ellen R. Marram            For       For        Management
1.9   Elect Director Alan Mulally               For       For        Management
1.10  Elect Director Homer A. Neal              For       For        Management
1.11  Elect Director Jorma Ollila               For       For        Management
1.12  Elect Director Gerald L. Shaheen          For       For        Management
1.13  Elect Director John L. Thornton           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Approve Omnibus Stock Plan                For       Against    Management
5     Prohibit Executive Stock-Based Awards     Against   Against    Shareholder
6     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
7     Company-Specific -- Adopt                 Against   For        Shareholder
      Recapitalization Plan
8     Report on Political Contributions         Against   For        Shareholder
9     Adopt Principles for Health Care Reform   Against   Against    Shareholder
10    Report on Global Warming                  Against   Against    Shareholder
11    Limit Executive Compensation              Against   Against    Shareholder


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FOREST LABORATORIES, INC.

Ticker:       FRX            Security ID:  345838106
Meeting Date: AUG 13, 2007   Meeting Type: Annual
Record Date:  JUN 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Howard Solomon                      For       For        Management
1.2   Elect L.S. Olanoff, M.D., PHD             For       For        Management
1.3   Elect Nesli Basgoz, M.D.                  For       For        Management
1.4   Elect William J. Candee, III              For       For        Management
1.5   Elect George S. Cohan                     For       For        Management
1.6   Elect Dan L. Goldwasser                   For       For        Management
1.7   Elect Kenneth E. Goodman                  For       For        Management
1.8   Elect Lester B. Salans, M.D.              For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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GENERAL ELECTRIC CO.

Ticker:       GE             Security ID:  369604103
Meeting Date: APR 23, 2008   Meeting Type: Annual
Record Date:  FEB 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director James I. Cash, Jr.         For       For        Management
2     Elect Director William M. Castell         For       For        Management
3     Elect Director Ann M. Fudge               For       For        Management
4     Elect Director Claudio X. Gonzalez        For       Against    Management
5     Elect Director Susan Hockfield            For       For        Management
6     Elect Director Jeffrey R. Immelt          For       For        Management
7     Elect Director Andrea Jung                For       For        Management
8     Elect Director Alan G. Lafley             For       For        Management
9     Elect Director Robert W. Lane             For       For        Management
10    Elect Director Ralph S. Larsen            For       For        Management
11    Elect Director Rochelle B. Lazarus        For       For        Management
12    Elect Director James J. Mulva             For       For        Management
13    Elect Director Sam Nunn                   For       For        Management
14    Elect Director Roger S. Penske            For       For        Management
15    Elect Director Robert J. Swieringa        For       For        Management
16    Elect Director Douglas A. Warner III      For       For        Management
17    Ratify Auditors                           For       For        Management
18    Provide for Cumulative Voting             Against   For        Shareholder
19    Require Independent Board Chairman        Against   For        Shareholder
20    Claw-back of Payments under Restatements  Against   Against    Shareholder
21    Adopt Policy on Overboarded Directors     Against   For        Shareholder
22    Report on Charitable Contributions        Against   Against    Shareholder
23    Report on Global Warming                  Against   Against    Shareholder
24    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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GENERAL MOTORS CORP.

Ticker:       GM             Security ID:  370442105
Meeting Date: JUN 3, 2008    Meeting Type: Annual
Record Date:  APR 4, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Percy N. Barnevik          For       For        Management
1.2   Elect Director Erskine B. Bowles          For       For        Management
1.3   Elect Director John H. Bryan              For       Withhold   Management
1.4   Elect Director Armando M. Codina          For       Withhold   Management
1.5   Elect Director Erroll B. Davis, Jr.       For       For        Management
1.6   Elect Director George M.C. Fisher         For       Withhold   Management
1.7   Elect Director E. Neville Isdell          For       For        Management
1.8   Elect Director Karen Katen                For       Withhold   Management
1.9   Elect Director Kent Kresa                 For       For        Management
1.10  Elect Director Ellen J. Kullman           For       For        Management
1.11  Elect Director Philip A. Laskawy          For       For        Management
1.12  Elect Director Kathryn V. Marinello       For       For        Management
1.13  Elect Director Eckhard Pfeiffer           For       For        Management
1.14  Elect Director G. Richard Wagoner, Jr.    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Publish Political Contributions           Against   Against    Shareholder
4     Report on Political Contributions         Against   For        Shareholder
5     Adopt Principles for Health Care Reform   Against   Against    Shareholder
6     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
7     Adopt Quantitative GHG Goals for Products Against   For        Shareholder
      and Operations
8     Provide for Cumulative Voting             Against   For        Shareholder
9     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
10    Performance-Based Awards                  Against   For        Shareholder


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HOLOGIC, INC.

Ticker:       HOLX           Security ID:  436440101
Meeting Date: MAR 11, 2008   Meeting Type: Annual
Record Date:  JAN 18, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John W. Cumming            For       For        Management
1.2   Elect Director Patrick J. Sullivan        For       For        Management
1.3   Elect Director David R. LaVance, Jr.      For       Withhold   Management
1.4   Elect Director Nancy L. Leaming           For       Withhold   Management
1.5   Elect Director Lawrence M. Levy           For       For        Management
1.6   Elect Director Glenn P. Muir              For       For        Management
1.7   Elect Director Elaine S. Ullian           For       Withhold   Management
1.8   Elect Director Daniel J. Levangie         For       For        Management
1.9   Elect Director Sally W. Crawford          For       Withhold   Management
1.10  Elect Director C. William McDaniel        For       Withhold   Management
1.11  Elect Director Wayne Wilson               For       Withhold   Management
2     Increase Authorized Common Stock          For       For        Management
3     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
4     Approve Omnibus Stock Plan                For       For        Management
5     Adjourn Meeting                           For       Against    Management


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HOME DEPOT, INC.

Ticker:       HD             Security ID:  437076102
Meeting Date: MAY 22, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director F. Duane Ackerman          For       For        Management
2     Elect Director David H. Batchelder        For       For        Management
3     Elect Director Francis S. Blake           For       For        Management
4     Elect Director Ari Bousbib                For       For        Management
5     Elect Director Gregory D. Brenneman       For       For        Management
6     Elect Director Albert P. Carey            For       For        Management
7     Elect Director Armando Codina             For       For        Management
8     Elect Director Brian C. Cornell           For       For        Management
9     Elect Director Bonnie G. Hill             For       For        Management
10    Elect Director Karen L. Katen             For       For        Management
11    Ratify Auditors                           For       For        Management
12    Amend Executive Incentive Bonus Plan      For       For        Management
13    Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
14    Affirm Political Nonpartisanship          Against   Against    Shareholder
15    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
16    Report on Employment Diversity            Against   For        Shareholder
17    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
18    Pay For Superior Performance              Against   For        Shareholder


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INTERCONTINENTALEXCHANGE, INC.

Ticker:       ICE            Security ID:  45865V100
Meeting Date: MAY 15, 2008   Meeting Type: Annual
Record Date:  MAR 18, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles R. Crisp           For       For        Management
1.2   Elect Director Jean-Marc Forneri          For       Withhold   Management
1.3   Elect Director Fred W. Hatfield           For       For        Management
1.4   Elect Director Terrence F. Martell        For       For        Management
1.5   Elect Director Sir Robert Reid            For       For        Management
1.6   Elect Director Frederic V. Salerno        For       For        Management
1.7   Elect Director Frederick W. Schoenhut     For       For        Management
1.8   Elect Director Jeffrey C. Sprecher        For       For        Management
1.9   Elect Director Judith A. Sprieser         For       For        Management
1.10  Elect Director Vincent Tese               For       For        Management
2     Ratify Auditors                           For       For        Management


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JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 20, 2008   Meeting Type: Annual
Record Date:  MAR 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Crandall C. Bowles         For       For        Management
2     Elect Director Stephen B. Burke           For       For        Management
3     Elect Director David M. Cote              For       For        Management
4     Elect Director James S. Crown             For       For        Management
5     Elect Director James Dimon                For       For        Management
6     Elect Director Ellen V. Futter            For       For        Management
7     Elect Director William H. Gray, III       For       For        Management
8     Elect Director Laban P. Jackson, Jr.      For       For        Management
9     Elect Director Robert I. Lipp             For       For        Management
10    Elect Director David C. Novak             For       For        Management
11    Elect Director Lee R. Raymond             For       For        Management
12    Elect Director William C. Weldon          For       For        Management
13    Ratify Auditors                           For       For        Management
14    Amend Omnibus Stock Plan                  For       Against    Management
15    Amend Executive Incentive Bonus Plan      For       For        Management
16    Report on Government Service of Employees Against   Against    Shareholder
17    Report on Political Contributions         Against   For        Shareholder
18    Require Independent Board Chairman        Against   Against    Shareholder
19    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
20    Require More Director Nominations Than    Against   Against    Shareholder
      Open Seats
21    Report on Human Rights Investment         Against   Against    Shareholder
      Policies
22    Report on Lobbying Activities             Against   Against    Shareholder


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

LAM RESEARCH CORP.

Ticker:       LRCX           Security ID:  512807108
Meeting Date: JUN 10, 2008   Meeting Type: Annual
Record Date:  APR 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James W. Bagley            For       For        Management
1.2   Elect Director David G. Arscott           For       For        Management
1.3   Elect Director Robert M. Berdahl          For       For        Management
1.4   Elect Director Richard J. Elkus, Jr.      For       For        Management
1.5   Elect Director Jack R. Harris             For       For        Management
1.6   Elect Director Grant M. Inman             For       For        Management
1.7   Elect Director Catherine P. Lego          For       For        Management
1.8   Elect Director Stephen G. Newberry        For       Withhold   Management
1.9   Elect Director Seiichi Watanabe           For       For        Management
1.10  Elect Director Patricia S. Wolpert        For       For        Management
2     Ratify Auditors                           For       For        Management


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NASDAQ OMX GROUP, INC., THE

Ticker:       NDAQ           Security ID:  631103108
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  APR 4, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Soud Ba'alawy              For       For        Management
1.2   Elect Director Urban Backstrom            For       For        Management
1.3   Elect Director H. Furlong Baldwin         For       For        Management
1.4   Elect Director Michael Casey              For       For        Management
1.5   Elect Director Lon Gorman                 For       For        Management
1.6   Elect Director Robert Greifeld            For       For        Management
1.7   Elect Director Glenn H. Hutchins          For       For        Management
1.8   Elect Director Birgitta Kantola           For       For        Management
1.9   Elect Director Essa Kazim                 For       For        Management
1.10  Elect Director John D. Markese            For       For        Management
1.11  Elect Director Hans Munk Nielsen          For       For        Management
1.12  Elect Director Thomas F. O'Neill          For       For        Management
1.13  Elect Director James S. Riepe             For       For        Management
1.14  Elect Director Michael R. Splinter        For       For        Management
1.15  Elect Director Lars Wedenborn             For       For        Management
1.16  Elect Director Deborah L. Wince-Smith     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

NATIONAL OILWELL VARCO, INC.

Ticker:       NOV            Security ID:  637071101
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 27, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Robert E. Beauchamp        For       For        Management
2     Elect Director Jeffery A. Smisek          For       For        Management
3     Ratify Auditors                           For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management


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

NVIDIA CORPORATION

Ticker:       NVDA           Security ID:  67066G104
Meeting Date: JUN 19, 2008   Meeting Type: Annual
Record Date:  APR 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Steven Chu, Ph.D.          For       For        Management
2     Elect Director Harvey C. Jones            For       For        Management
3     Elect Director William J. Miller          For       For        Management
4     Increase Authorized Common Stock          For       For        Management
5     Ratify Auditors                           For       For        Management


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

ORACLE CORP.

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: NOV 2, 2007    Meeting Type: Annual
Record Date:  SEP 7, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jeffrey O. Henley          For       For        Management
1.2   Elect Director Lawrence J. Ellison        For       For        Management
1.3   Elect Director Donald L. Lucas            For       For        Management
1.4   Elect Director Michael J. Boskin          For       For        Management
1.5   Elect Director Jack F. Kemp               For       For        Management
1.6   Elect Director Jeffrey S. Berg            For       For        Management
1.7   Elect Director Safra A. Catz              For       For        Management
1.8   Elect Director Hector Garcia-Molina       For       For        Management
1.9   Elect Director H. Raymond Bingham         For       For        Management
1.10  Elect Director Charles E Phillips, Jr.    For       For        Management
1.11  Elect Director Naomi O. Seligman          For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Human Rights
5     Issue an Open Source Report               Against   Against    Shareholder


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

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  FEB 28, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Dennis A. Ausiello         For       For        Management
2     Elect Director Michael S. Brown           For       For        Management
3     Elect Director M. Anthony Burns           For       For        Management
4     Elect Director Robert N. Burt             For       For        Management
5     Elect Director W. Don Cornwell            For       For        Management
6     Elect Director William H. Gray, III       For       For        Management
7     Elect Director Constance J. Horner        For       For        Management
8     Elect Director William R. Howell          For       For        Management
9     Elect Director James M. Kilts             For       For        Management
10    Elect Director Jeffrey B. Kindler         For       For        Management
11    Elect Director George A. Lorch            For       For        Management
12    Elect Director Dana G. Mead               For       For        Management
13    Elect Director Suzanne Nora Johnson       For       For        Management
14    Elect Director William C. Steere, Jr.     For       For        Management
15    Ratify Auditors                           For       For        Management
16    Prohibit Executive Stock-Based Awards     Against   Against    Shareholder
17    Require Independent Board Chairman        Against   For        Shareholder


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

ST. JUDE MEDICAL, INC.

Ticker:       STJ            Security ID:  790849103
Meeting Date: MAY 9, 2008    Meeting Type: Annual
Record Date:  MAR 12, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard R. Devenuti        For       For        Management
1.2   Elect Director Stuart M. Essig            For       For        Management
1.3   Elect Director Thomas H. Garrett III      For       For        Management
1.4   Elect Director Wendy L. Yarno             For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Adopt Majority Voting for Uncontested     For       For        Management
      Election of Directors
4     Ratify Auditors                           For       For        Management


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

TEREX CORP.

Ticker:       TEX            Security ID:  880779103
Meeting Date: JUL 17, 2007   Meeting Type: Special
Record Date:  MAY 31, 2007

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


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

TRANSOCEAN INC.

Ticker:       RIG            Security ID:  G90073100
Meeting Date: MAY 16, 2008   Meeting Type: Annual
Record Date:  MAR 19, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ELECTION OF DIRECTOR: JON A. MARSHALL     For       For        Management
2     ELECTION OF DIRECTOR: MARTIN B. MCNAMARA  For       For        Management
3     ELECTION OF DIRECTOR: ROBERT E. ROSE      For       For        Management
4     ELECTION OF DIRECTOR: IAN C. STRACHAN     For       For        Management
5     APPROVAL OF THE APPOINTMENT OF ERNST &    For       For        Management
      YOUNG LLP TO SERVE AS OUR INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM FOR
      2008.


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

VERIZON COMMUNICATIONS

Ticker:       VZ             Security ID:  92343V104
Meeting Date: MAY 1, 2008    Meeting Type: Annual
Record Date:  MAR 3, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Richard L. Carrion         For       For        Management
2     Elect Director M. Frances Keeth           For       For        Management
3     Elect Director Robert W. Lane             For       For        Management
4     Elect Director Sandra O. Moose            For       For        Management
5     Elect Director Joseph Neubauer            For       For        Management
6     Elect Director Donald T. Nicolaisen       For       For        Management
7     Elect Director Thomas H. O'Brien          For       For        Management
8     Elect Director Clarence Otis, Jr.         For       For        Management
9     Elect Director Hugh B. Price              For       For        Management
10    Elect Director Ivan G. Seidenberg         For       For        Management
11    Elect Director John W. Snow               For       For        Management
12    Elect Director John R. Stafford           For       For        Management
13    Ratify Auditors                           For       For        Management
14    Prohibit Executive Stock-Based Awards     Against   Against    Shareholder
15    Amend EEO Policy to Prohibit              Against   Against    Shareholder
      Discrimination based on Gender Identity
16    Require Independent Board Chairman        Against   Against    Shareholder




======================= DEFINED STRATEGY FUND INC. (DSF) =======================


BED BATH & BEYOND INC.

Ticker:       BBBY           Security ID:  075896100
Meeting Date: JUL 10, 2007   Meeting Type: Annual
Record Date:  MAY 14, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Warren Eisenberg           For       For        Management
1.2   Elect Director Stanley F. Barshay         For       For        Management
1.3   Elect Director Patrick R. Gaston          For       For        Management
1.4   Elect Director Victoria A. Morrison       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Climate Change Policies         Against   Against    Shareholder
4     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
5     Report on Product Safety                  Against   Against    Shareholder


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

TEREX CORP.

Ticker:       TEX            Security ID:  880779103
Meeting Date: JUL 17, 2007   Meeting Type: Special
Record Date:  MAY 31, 2007

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

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