SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-PX

                     ANNUAL REPORT OF PROXY VOTING RECORD OF
                   REGISTERED MANAGEMENT INVESTMENT COMPANIES


                Investment Company Act file number: 811-07916

                   AllianceBernstein Utility Income Fund, Inc.
               (Exact name of registrant as specified in charter)

                             AllianceBernstein L.P.
              1345 Avenue of the Americas, New York, New York l0105
               (Address of Principal Executive Office) (Zip Code)

               Registrant's Telephone Number, including Area Code:
                                 (800) 221-5672

                                 EMILIE D. WRAPP
                             AllianceBernstein L.P.
                           1345 Avenue of the Americas
                            New York, New York l0105
                     (Name and address of agent for service)

                          Copies of communications to:
                               Kathleen K. Clarke
                               Seward & Kissel LLP
                               1200 G Street, N.W.
                             Washington, D.C. 20005

                      Date of fiscal year end:  November 30

             Date of reporting period: July 1, 2006 - June 30, 2007




Item 1.  Proxy Voting Record.


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

ICA File Number: 811-07916
Reporting Period: 07/01/2006 - 06/30/2007
AllianceBernstein Utility Income Fund, Inc.









================= ALLIANCEBERNSTEIN UTILITY INCOME FUND, INC. ==================


AES CORP., THE

Ticker:       AES            Security ID:  00130H105
Meeting Date: JUN 25, 2007   Meeting Type: Annual
Record Date:  APR 27, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard Darman             For       For        Management
1.2   Elect Director Paul Hanrahan              For       For        Management
1.3   Elect Director Kristina M. Johnson        For       For        Management
1.4   Elect Director John A. Koskinen           For       For        Management
1.5   Elect Director Philip Lader               For       For        Management
1.6   Elect Director John H. McArthur           For       For        Management
1.7   Elect Director Sandra O. Moose            For       For        Management
1.8   Elect Director Philip A. Odeen            For       For        Management
1.9   Elect Director Charles O. Rossotti        For       For        Management
1.10  Elect Director Sven Sandstrom             For       For        Management
2     Ratify Auditors                           For       For        Management


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AGL RESOURCES INC.

Ticker:       ATG            Security ID:  001204106
Meeting Date: MAY 2, 2007    Meeting Type: Annual
Record Date:  FEB 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Thomas D. Bell, Jr.        For       For        Management
1.2   Elect Director Michael J. Durham          For       For        Management
1.3   Elect Director Charles H. Mctier          For       For        Management
1.4   Elect Director Dean R. O'Hare             For       For        Management
1.5   Elect Director D. Raymond Riddle          For       For        Management
1.6   Elect Director Felker W. Ward, Jr.        For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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ALLEGHENY ENERGY, INC.

Ticker:       AYE            Security ID:  017361106
Meeting Date: MAY 17, 2007   Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director H. Furlong Baldwin         For       For        Management
1.2   Elect Director Eleanor Baum               For       For        Management
1.3   Elect Director Paul J. Evanson            For       For        Management
1.4   Elect Director Cyrus F. Freidheim, Jr     For       For        Management
1.5   Elect Director Julia L. Johnson           For       For        Management
1.6   Elect Director Ted J. Kleisner            For       For        Management
1.7   Elect Director Steven H. Rice             For       For        Management
1.8   Elect Director Gunner E. Sarsten          For       For        Management
1.9   Elect Director Michael H. Sutton          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Claw-back of Payments under Restatements  Against   Against    Shareholder
4     Separate Chairman and CEO Positions       Against   Against    Shareholder
5     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
6     Amend Articles/Bylaws/Charter -- Call     Against   Against    Shareholder
      Special Meetings
7     Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards
8     Report on Impact of Utilizing the         Against   Against    Shareholder
      National Interest Electric Transmission
      Corridor
9     Report on Power Plant Emissions           Against   Against    Shareholder


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AMERICA MOVIL SA DE CV

Ticker:       AMX            Security ID:  02364W105
Meeting Date: DEC 13, 2006   Meeting Type: Special
Record Date:  NOV 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Ratify Members of the Board of Directors  For       Did Not    Management
      that Were Elected during the Special                Vote
      Meeting for Class L Shareholders Last
      April 26, 2006
2     Designate Inspector or Shareholder        For       Did Not    Management
      Representative(s) of Minutes of Meeting             Vote


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AMERICA MOVIL SA DE CV

Ticker:       AMX            Security ID:  02364W105
Meeting Date: APR 27, 2007   Meeting Type: Special
Record Date:  APR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Representatives of Class L Shares   For       For        Management
      to the Board of Directors
2     Designate Inspector or Shareholder        For       For        Management
      Representative(s) of Minutes of Meeting


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AMERICAN ELECTRIC POWER CO.

Ticker:       AEP            Security ID:  025537101
Meeting Date: APR 24, 2007   Meeting Type: Annual
Record Date:  MAR 6, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director E.R. Brooks                For       For        Management
1.2   Elect Director Donald M. Carlton          For       For        Management
1.3   Elect Director Ralph D. Crosby, Jr.       For       For        Management
1.4   Elect Director John P. DesBarres          For       For        Management
1.5   Elect Director Robert W. Fri              For       For        Management
1.6   Elect Director Linda A. Goodspeed         For       For        Management
1.7   Elect Director William R. Howell          For       For        Management
1.8   Elect Director Lester A. Hudson, Jr.      For       For        Management
1.9   Elect Director Michael G. Morris          For       For        Management
1.10  Elect Director Lionel L. Nowell III       For       For        Management
1.11  Elect Director Richard L. Sandor          For       For        Management
1.12  Elect Director Donald G. Smith            For       For        Management
1.13  Elect Director Kathryn D. Sullivan        For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Ratify Auditors                           For       For        Management


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AT&T INC

Ticker:       T              Security ID:  00206R102
Meeting Date: JUL 21, 2006   Meeting Type: Special
Record Date:  JUN 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management


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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   Against    Shareholder
      Special Meetings
22    Pay For Superior Performance              Against   Against    Shareholder
23    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
24    Establish SERP Policy                     Against   Against    Shareholder


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BELLSOUTH CORP.

Ticker:       BLS            Security ID:  079860102
Meeting Date: JUL 21, 2006   Meeting Type: Special
Record Date:  JUN 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management


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BJ SERVICES COMPANY

Ticker:       BJS            Security ID:  055482103
Meeting Date: JAN 30, 2007   Meeting Type: Annual
Record Date:  DEC 8, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Don D. Jordan              For       For        Management
1.2   Elect Director William H. White           For       For        Management


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CENTERPOINT ENERGY INC.

Ticker:       CNP            Security ID:  15189T107
Meeting Date: MAY 24, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael E. Shannon         For       Withhold   Management
1.2   Elect Director Donald R. Campbell         For       Withhold   Management
1.3   Elect Director Milton Carroll             For       Withhold   Management
1.4   Elect Director Peter S. Wareing           For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder
4     Other Business                            None      Against    Management


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CHINA MOBILE (HONG KONG) LIMITED

Ticker:       CHL            Security ID:  16941M109
Meeting Date: MAY 16, 2007   Meeting Type: Annual
Record Date:  APR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE AND CONSIDER THE AUDITED       For       For        Management
      FINANCIAL STATEMENTS AND THE REPORTS OF
      THE DIRECTORS AND AUDITORS.
2a    TO DECLARE AN ORDINARY FINAL DIVIDEND FOR For       For        Management
      THE YEAR ENDED 31 DECEMBER 2006.
2b    TO DECLARE A SPECIAL FINAL DIVIDEND FOR   For       For        Management
      THE YEAR ENDED 31 DECEMBER 2006.
3a    TO RE-ELECT WANG JIANZHOU AS A DIRECTOR.  For       For        Management
3b    TO RE-ELECT LI YUE AS A DIRECTOR.         For       For        Management
3c    TO RE-ELECT ZHANG CHENSHUANG AS A         For       For        Management
      DIRECTOR.
3d    TO RE-ELECT FRANK WONG KWONG SHING AS A   For       For        Management
      DIRECTOR.
3e    TO RE-ELECT PAUL MICHAEL DONOVAN AS A     For       For        Management
      DIRECTOR.
4     Ratify Auditors                           For       For        Management
5     TO GIVE A GENERAL MANDATE TO THE          For       For        Management
      DIRECTORS TO REPURCHASE SHARES IN THE
      COMPANY NOT EXCEEDING 10% OF THE
      AGGREGATE NOMINAL AMOUNT OF THE EXISTING
      ISSUED SHARE CAPITAL.
6     TO GIVE A GENERAL MANDATE TO THE          For       Against    Management
      DIRECTORS TO ISSUE, ALLOT AND DEAL WITH
      ADDITIONAL SHARES IN THE COMPANY.
7     TO EXTEND THE GENERAL MANDATE GRANTED TO  For       Against    Management
      THE DIRECTORS TO ISSUE, ALLOT AND DEAL
      WITH SHARES BY THE NUMBER OF SHARES
      REPURCHASED.


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CHINA SHENHUA ENERGY CO LTD

Ticker:                      Security ID:  Y1504C113
Meeting Date: MAY 15, 2007   Meeting Type: Annual
Record Date:  APR 14, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Report of the Board of Directors   For       For        Management
2     Accept Report of the Board of Supervisors For       For        Management
3     Accept Financial Statements and Statutory For       For        Management
      Reports
4     Approve Profit Distribution Plan          For       For        Management
5     Approve Remuneration of Directors and     For       For        Management
      Supervisors
6     Reappoint KPMG Hauzhen and KPMG as the    For       For        Management
      PRC and International Auditors,
      Respectively, and Authorize Board to Fix
      Their Remuneration
7     Approve Renewal of Certain Connected      For       For        Management
      Transactions for 2008 to 2010 and
      Relevant Annual Caps
8     Approve Adjustments to the Annual Caps    For       For        Management
      for Certain Connected Transactions in
      2007
9     Elect Yun Gongmin as Non-Executive        For       For        Management
      Director
10    Approve Issuance of Equity or             For       For        Management
      Equity-Linked Securities without
      Preemptive Rights


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CHUNGHWA TELECOM CO. LTD.

Ticker:       CHT            Security ID:  17133Q205
Meeting Date: JUN 15, 2007   Meeting Type: Annual
Record Date:  APR 13, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     THE COMPANY S OPERATION REPORT FOR 2006.  None      Abstain    Management
2     THE SUPERVISORS  AUDIT REPORT ON THE      None      Abstain    Management
      COMPANY FOR 2006.
3     THE AMENDMENT TO THE COMPANY S RULES OF   None      Abstain    Management
      ORDER OF BOARD OF DIRECTORS MEETING.
4     THE COMPANY S OPERATION REPORT AND        For       For        Management
      FINANCIAL STATEMENTS FOR 2006.
5     THE COMPANY S DISTRIBUTION OF EARNINGS    For       For        Management
      FOR 2006.
6     AMENDMENT TO THE COMPANY S ARTICLES OF    For       For        Management
      INCORPORATION.
7     PROPOSED CONVERSION OF THE CAPITAL        For       For        Management
      SURPLUS INTO CAPITAL INCREASE OF THE
      COMPANY AND ISSUANCE OF NEW SHARES.
8     PROPOSED CAPITAL DECREASE IN CASH OF THE  For       For        Management
      COMPANY.
9     AMENDMENT TO THE COMPANY S PROCESS FOR    For       For        Management
      ACQUISITIONS AND DISPOSAL OF ASSETS.
10    AMENDMENT TO THE COMPANY S PROCEDURES FOR For       For        Management
      ENDORSEMENTS AND GUARANTEES.
11    FORMULATION OF THE COMPANY S PROCEDURES   For       For        Management
      FOR LENDING OF CAPITAL TO OTHERS.
12    AMENDMENT TO THE COMPANY S REGULATIONS OF For       For        Management
      ELECTION OF DIRECTORS AND SUPERVISORS.
13    ELECTION OF THE COMPANY S 5TH TERM        For       For        Management
      DIRECTORS AND SUPERVISORS.


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CLP HOLDINGS (FORMERLY CHINA LIGHT & POWER)

Ticker:                      Security ID:  Y1660Q104
Meeting Date: APR 24, 2007   Meeting Type: Annual
Record Date:  APR 13, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2a    Approve Final Dividend of HK$0.89 Per     For       For        Management
      Share
2b    Approve Special Final Dividend of HK$0.02 For       For        Management
      Per Share
3a    Elect Jason Holroyd Whittle as Director   For       For        Management
3b    Elect Lee Ting Chang Peter as Director    For       For        Management
3c    Elect Peter William Greenwood as Director For       For        Management
3d    Reelect Vernon Francis Moore as Director  For       For        Management
3e    Reelect Rudolf Bischof as Director        For       For        Management
3f    Reelect Loh Chung Hon Hansen as Director  For       For        Management
3g    Reelect William Elkin Mocatta as Director For       For        Management
3h    Reelect Tse Pak Wing Peter as Director    For       For        Management
3i    Reelect Andrew Clifford Winawer Brandler  For       For        Management
      as Director
4     Reappoint PricewaterhouseCoopers as       For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration
5     Approve the Revised Levels of             For       For        Management
      Remuneration Payable to the
      Non-Executive
 Directors Including
      Independent Non-Executive Directors Who
      Serve on the
 Board and Board Committees
      of the Company, Effective from April 25,
      2007
6     Approve Issuance of Equity or             For       Against    Management
      Equity-Linked Securities without
      Preemptive Rights
7     Authorize Repurchase of Up to 10 Percent  For       For        Management
      of Issued Share Capital
8     Authorize Reissuance of Repurchased       For       Against    Management
      Shares


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CONSOLIDATED EDISON, INC.

Ticker:       ED             Security ID:  209115104
Meeting Date: MAY 21, 2007   Meeting Type: Annual
Record Date:  APR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Kevin Burke                For       For        Management
1.2   Elect Director Vincent A. Calarco         For       For        Management
1.3   Elect Director George Campbell, Jr.       For       For        Management
1.4   Elect Director Gordon J. Davis            For       For        Management
1.5   Elect Director Michael J. Del Giudice     For       For        Management
1.6   Elect Director Ellen V. Futter            For       For        Management
1.7   Elect Director Sally Hernandez            For       For        Management
1.8   Elect Director Peter W. Likins            For       For        Management
1.9   Elect Director Eugene R. McGrath          For       For        Management
1.10  Elect Director L. Frederick Sutherland    For       For        Management
1.11  Elect Director Stephen R. Volk            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Disclosure of Executive          Against   Against    Shareholder
      Compensation


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CONSTELLATION ENERGY GROUP, INC.

Ticker:       CEG            Security ID:  210371100
Meeting Date: MAY 18, 2007   Meeting Type: Annual
Record Date:  MAR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Yves C. de Balmann         For       For        Management
2     Elect Director Douglas L. Becker          For       For        Management
3     Elect Director James T. Brady             For       For        Management
4     Elect Director Edward A. Crooke           For       For        Management
5     Elect Director James R. Curtiss           For       For        Management
6     Elect Director Freeman A. Hrabowski, III  For       For        Management
7     Elect Director Nancy Lampton              For       For        Management
8     Elect Director Robert J. Lawless          For       For        Management
9     Elect Director Lynn M. Martin             For       For        Management
10    Elect Director Mayo A. Shattuck, III      For       For        Management
11    Elect Director Michael D. Sullivan        For       For        Management
12    Ratify Auditors                           For       For        Management
13    Approve Omnibus Stock Plan                For       For        Management
14    Approve Executive Incentive Bonus Plan    For       For        Management


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CPFL ENERGIA S A

Ticker:       CPL            Security ID:  126153105
Meeting Date: DEC 18, 2006   Meeting Type: Special
Record Date:  NOV 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ELECTION OF STATUTORY MEMBERS AND         For       For        Management
      ALTERNATES TO THE BOARD OF DIRECTORS FOR
      THE REMAINING TERM OF OFFICE, UNTIL THE
      ORDINARY GENERAL SHAREHOLDERS  MEETING
      THAT WILL BE HELD IN APRIL 2007, AS
      ARRANGED IN ARTICLE 17 OF THE COMPANY
      BYLAWS, AND PURSUANT TO PA
2     ELECTION OF EFFECTIVE MEMBER TO THE       For       For        Management
      FISCAL COUNCIL FOR THE REMAINING TERM OF
      OFFICE, UNTIL THE ORDINARY GENERAL
      SHAREHOLDERS  MEETING THAT WILL BE HELD
      IN APRIL 2007.


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CPFL ENERGIA S A

Ticker:       CPL            Security ID:  126153105
Meeting Date: APR 10, 2007   Meeting Type: Annual
Record Date:  MAR 8, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     PRESENTATION OF THE MANAGEMENT REPORT,    For       For        Management
      EXAMINE, DISCUSS AND VOTE ON THE COMPANY
      S FINANCIAL STATEMENTS, THE REPORT OF THE
      INDEPENDENT AUDITORS AND THE REPORT OF
      THE FISCAL COUNCIL FOR THE FISCAL YEAR
      ENDING DECEMBER 31, 2006.
2     APPROVE THE PROPOSAL FOR THE              For       For        Management
      APPROPRIATION OF THE NET INCOME FOR THE
      FISCAL YEAR 2006 AND THE DIVIDEND
      DISTRIBUTION.
3     ELECTION OF STATUTORY MEMBERS AND         For       For        Management
      ALTERNATES TO THE BOARD OF DIRECTORS AND
      FIX THE GLOBAL REMUNERATION OF THE BOARD
      MEMBERS.
4     ELECTION OF EFFECTIVE MEMBERS AND         For       For        Management
      ALTERNATES TO THE FISCAL COUNCIL AND FIX
      ITS FEES.


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DOMINION RESOURCES, INC.

Ticker:       D              Security ID:  25746U109
Meeting Date: APR 27, 2007   Meeting Type: Annual
Record Date:  FEB 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Peter W. Brown             For       For        Management
1.2   Elect Director George A. Davidson, Jr.    For       For        Management
1.3   Elect Director Thomas F. Farrell, II      For       For        Management
1.4   Elect Director John W. Harris             For       For        Management
1.5   Elect Director Robert S. Jepson, Jr.      For       For        Management
1.6   Elect Director Mark J. Kington            For       For        Management
1.7   Elect Director Benjamin J. Lambert, III   For       For        Management
1.8   Elect Director Margaret A. McKenna        For       For        Management
1.9   Elect Director Frank S. Royal, M.D.       For       For        Management
1.10  Elect Director David A. Wollard           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Greenhouse Gas Emissions        Against   Against    Shareholder
4     Report on Impact of Utilizing National    Against   Against    Shareholder
      Interest Electric Transmission Corridor


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DUKE ENERGY CORP.

Ticker:       DUK            Security ID:  26441C105
Meeting Date: OCT 24, 2006   Meeting Type: Annual
Record Date:  AUG 25, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Roger Agnelli              For       For        Management
1.2   Elect Director Paul M. Anderson           For       For        Management
1.3   Elect Director William Barnet, III        For       For        Management
1.4   Elect Director G. Alex Bernhardt, Sr.     For       For        Management
1.5   Elect Director Michael G. Browning        For       For        Management
1.6   Elect Director Phillip R. Cox             For       For        Management
1.7   Elect Director William T. Esrey           For       For        Management
1.8   Elect Director Ann Maynard Gray           For       For        Management
1.9   Elect Director James H. Hance, Jr.        For       For        Management
1.10  Elect Director Dennis R. Hendrix          For       For        Management
1.11  Elect Director Michael E.J. Phelps        For       For        Management
1.12  Elect Director James T. Rhodes            For       For        Management
1.13  Elect Director James E. Rogers            For       For        Management
1.14  Elect Director Mary L. Schapiro           For       For        Management
1.15  Elect Director Dudley S. Taft             For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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DUKE ENERGY CORP.

Ticker:       DUK            Security ID:  26441C105
Meeting Date: MAY 10, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William Barnet, III        For       For        Management
1.2   Elect Director G. Alex Bernhardt, Sr.     For       For        Management
1.3   Elect Director Michael G. Browning        For       For        Management
1.4   Elect Director Phillip R. Cox             For       For        Management
1.5   Elect Director Ann Maynard Gray           For       For        Management
1.6   Elect Director James H. Hance, Jr         For       For        Management
1.7   Elect Director James T. Rhodes            For       For        Management
1.8   Elect Director James E. Rogers            For       For        Management
1.9   Elect Director Mary L. Schapiro           For       For        Management
1.10  Elect Director Dudley S. Taft             For       For        Management
2     Ratify Auditors                           For       For        Management


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EDISON INTERNATIONAL

Ticker:       EIX            Security ID:  281020107
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  FEB 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John E. Bryson             For       For        Management
1.2   Elect Director Vanessa C.L. Chang         For       For        Management
1.3   Elect Director France A. Cordova          For       For        Management
1.4   Elect Director Charles B. Curtis          For       For        Management
1.5   Elect Director Bradford M. Freeman        For       For        Management
1.6   Elect Director Luis G. Nogales            For       For        Management
1.7   Elect Director Ronald L. Olson            For       For        Management
1.8   Elect Director James M. Rosser            For       For        Management
1.9   Elect Director Richard T. Schlosberg, III For       For        Management
1.10  Elect Director Robert H. Smith            For       For        Management
1.11  Elect Director Thomas C. Sutton           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


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ENEL SPA

Ticker:       EN             Security ID:  29265W108
Meeting Date: MAY 23, 2007   Meeting Type: Annual
Record Date:  APR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     FINANCIAL STATEMENTS OF ENEL FOR THE YEAR For       Did Not    Management
      ENDED DECEMBER 31, 2006. REPORTS OF THE             Vote
      BOARD OF DIRECTORS, THE BOARD OF
      STATUTORY AUDITORS, AND THE EXTERNAL
      AUDITORS. RELATED RESOLUTIONS,
      PRESENTATION OF THE CONSOLIDATED
      FINANCIAL STATEMENTS FOR THE YEAR ENDE
2     ALLOCATION OF NET INCOME FOR THE YEAR.    For       Did Not    Management
                                                          Vote
3     ELECTION OF THE BOARD OF STATUTORY        For       Did Not    Management
      AUDITORS.                                           Vote
4     DETERMINATION OF THE COMPENSATION OF THE  For       Did Not    Management
      REGULAR MEMBERS OF THE BOARD OF STATUTORY           Vote
      AUDITORS.
5     EXTENSION OF THE EXTERNAL AUDITORS        For       Did Not    Management
      MANDATE TO THE YEARS 2008, 2009, AND                Vote
      2010.
6     2007 STOCK - OPTION PLAN FOR THE          For       Did Not    Management
      EXECUTIVES OF ENEL AND/OR SUBSIDIARIES              Vote
      THEREOF PURSUANT TO ARTICLE 2359 OF THE
      CIVIL CODE.
7     HARMONIZATION OF THE BYLAWS WITH THE      For       Did Not    Management
      PROVISIONS OF LAW N. 262 OF DECEMBER 28,            Vote
      2005 AND LEGISLATIVE DECREE N. 303 OF
      DECEMBER 29, 2006. AMENDMENT OF ARTICLES
      14.3, 14.5, AND 20.4 OF THE BYLAWS.
8     DELEGATION TO THE BOARD OF DIRECTORS OF   For       Did Not    Management
      THE POWER TO INCREASE THE SHARE CAPITAL             Vote
      IN CONNECTION WITH THE 2007 STOCK-OPTION
      PLAN.


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

ENTERGY CORP.

Ticker:       ETR            Security ID:  29364G103
Meeting Date: MAY 4, 2007    Meeting Type: Annual
Record Date:  MAR 6, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Maureen Scannell Bateman   For       For        Management
1.2   Elect Director W. Frank Blount            For       For        Management
1.3   Elect Director Simon D. DeBree            For       For        Management
1.4   Elect Director Gary W. Edwards            For       For        Management
1.5   Elect Director Alexis M. Herman           For       For        Management
1.6   Elect Director Donald C. Hintz            For       For        Management
1.7   Elect Director J. Wayne Leonard           For       For        Management
1.8   Elect Director Stuart L. Levenick         For       For        Management
1.9   Elect Director James R. Nichols           For       For        Management
1.10  Elect Director William A. Percy, II       For       For        Management
1.11  Elect Director W.J. Tauzin                For       For        Management
1.12  Elect Director Steven V. Wilkinson        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Political Contributions         Against   Against    Shareholder
4     Limit Executive Compensation              Against   Against    Shareholder


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

EQUITABLE RESOURCES, INC.

Ticker:       EQT            Security ID:  294549100
Meeting Date: APR 11, 2007   Meeting Type: Annual
Record Date:  FEB 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Vicky A. Bailey            For       For        Management
1.2   Elect Director Murry S. Gerber            For       For        Management
1.3   Elect Director George L. Miles, Jr.       For       For        Management
1.4   Elect Director James W. Whalen            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Articles/Bylaws/Charter General     For       For        Management
      Matters
4     Pay For Superior Performance              Against   Against    Shareholder


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

EXELON CORP.

Ticker:       EXC            Security ID:  30161N101
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Nicholas DeBenedictis      For       For        Management
2     Elect Director Sue L. Gin                 For       For        Management
3     Elect Director William C. Richardson,     For       For        Management
      Ph.D.
4     Elect Director Thomas J. Ridge            For       For        Management
5     Elect Director Don Thompson               For       For        Management
6     Elect Director Stephen D. Steinour        For       For        Management
7     Ratify Auditors                           For       For        Management
8     Declassify the Board of Directors         For       For        Management
9     Submit Severance Agreement (Change in     Against   For        Shareholder
      Control) to shareholder Vote


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

FIRSTENERGY CORPORATION

Ticker:       FE             Security ID:  337932107
Meeting Date: MAY 15, 2007   Meeting Type: Annual
Record Date:  MAR 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Paul T. Addison            For       Withhold   Management
1.2   Elect Director Anthony J. Alexander       For       Withhold   Management
1.3   Elect Director Michael J. Anderson        For       For        Management
1.4   Elect Director Carol A. Cartwright        For       Withhold   Management
1.5   Elect Director William T. Cottle          For       Withhold   Management
1.6   Elect Director Robert B. Heisler, Jr.     For       Withhold   Management
1.7   Elect Director Ernest J. Novak, Jr.       For       Withhold   Management
1.8   Elect Director Catherine A. Rein          For       Withhold   Management
1.9   Elect Director George M. Smart            For       Withhold   Management
1.10  Elect Director Wes M. Taylor              For       Withhold   Management
1.11  Elect Director Jesse T. Williams, Sr.     For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Reincorporate in Another State [Ohio to   Against   Against    Shareholder
      Delaware  ]
5     Adopt a Policy Establishing an Engagement Against   Against    Shareholder
      Process to Shareholder Proposals
6     Adopt Simple Majority Vote                Against   For        Shareholder


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

FLUOR CORP.

Ticker:       FLR            Security ID:  343412102
Meeting Date: MAY 2, 2007    Meeting Type: Annual
Record Date:  MAR 7, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director James T. Hackett           For       For        Management
2     Elect Director Kent Kresa                 For       For        Management
3     Elect Director Lord Robin W. Renwick      For       For        Management
4     Elect Director Peter S. Watson            For       For        Management
5     Ratify Auditors                           For       For        Management


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

FPL GROUP, INC.

Ticker:       FPL            Security ID:  302571104
Meeting Date: DEC 15, 2006   Meeting Type: Annual
Record Date:  OCT 25, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Sherry S. Barrat           For       For        Management
1.2   Elect Director Robert M. Beall, II        For       For        Management
1.3   Elect Director J. Hyatt Brown             For       For        Management
1.4   Elect Director James L. Camaren           For       For        Management
1.5   Elect Director J. Brian Ferguson          For       For        Management
1.6   Elect Director Lewis Hay, III             For       For        Management
1.7   Elect Director Rudy E. Schupp             For       For        Management
1.8   Elect Director Michael H. Thaman          For       For        Management
1.9   Elect Director Hansel E. Tookes, II       For       For        Management
1.10  Elect Director Paul R. Tregurtha          For       For        Management
2     Ratify Auditors                           For       For        Management


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

FPL GROUP, INC.

Ticker:       FPL            Security ID:  302571104
Meeting Date: MAY 25, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Sherry S. Barrat           For       For        Management
1.2   Elect Director Robert M. Beall, II        For       For        Management
1.3   Elect Director J. Hyatt Brown             For       For        Management
1.4   Elect Director James L. Camaren           For       For        Management
1.5   Elect Director J. Brian Ferguson          For       For        Management
1.6   Elect Director Lewis Hay, III             For       For        Management
1.7   Elect Director Toni Jennings              For       For        Management
1.8   Elect Director Oliver D. Kingsley, Jr.    For       For        Management
1.9   Elect Director Rudy E. Schupp             For       For        Management
1.10  Elect Director Michael H. Thaman          For       For        Management
1.11  Elect Director Hansel E. Tookes, II       For       For        Management
1.12  Elect Director Paul R. Tregurtha          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Non-Employee Director Stock       For       For        Management
      Option Plan


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

GREAT PLAINS ENERGY, INC.

Ticker:       GXP            Security ID:  391164100
Meeting Date: MAY 1, 2007    Meeting Type: Annual
Record Date:  FEB 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David L. Bodde             For       For        Management
1.2   Elect Director Michael J. Chesser         For       For        Management
1.3   Elect Director William H. Downey          For       For        Management
1.4   Elect Director Mark A. Ernst              For       For        Management
1.5   Elect Director Randall C. Ferguson, Jr.   For       For        Management
1.6   Elect Director William K. Hall            For       For        Management
1.7   Elect Director Luis A. Jimenez            For       For        Management
1.8   Elect Director James A. Mitchell          For       For        Management
1.9   Elect Director William C. Nelson          For       For        Management
1.10  Elect Director Linda H. Talbott           For       For        Management
1.11  Elect Director Robert H. West             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

HONG KONG AND CHINA GAS CO. LTD.

Ticker:                      Security ID:  Y33370100
Meeting Date: MAY 21, 2007   Meeting Type: Annual
Record Date:  MAY 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Final Dividend                    For       For        Management
3a    Reelect Colin Lam Ko Yin as Director      For       For        Management
3b    Reelect Lee Ka Kit as Director            For       For        Management
3c    Reelect Lee Ka Shing as Director          For       For        Management
3d    Reelect Alfred Chan Wing Kin as Director  For       For        Management
4     Reappoint PricewaterhouseCoopers as       For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration
5a    Authorize Capitalization of an Amount     For       For        Management
      Standing to the Credit of the Share
      Premium Amount and Application of Such
      Amount for Payment in Full of New Shares
      of HK$0.25 Each on the Basis of One Bonus
      Share for Every Ten Existing Shares Held
5b    Authorize Repurchase of Up to 10 Percent  For       For        Management
      of Issued Share Capital
5c    Approve Issuance of Equity or             For       Against    Management
      Equity-Linked Securities without
      Preemptive Rights
5d    Authorize Reissuance of Repurchased       For       Against    Management
      Shares


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

INTERNATIONAL POWER PLC

Ticker:       IPR            Security ID:  46018M104
Meeting Date: MAY 15, 2007   Meeting Type: Annual
Record Date:  APR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE THE ANNUAL REPORT AND ACCOUNTS For       For        Management
      FOR THE FINANCIAL YEAR ENDED 31 DECEMBER
      2006
2     TO RE-APPOINT SIR NEVILLE SIMMS AS A      For       For        Management
      DIRECTOR
3     TO RE-APPOINT TONY CONCANNON AS A         For       For        Management
      DIRECTOR
4     TO RE-APPOINT STEVE RILEY AS A DIRECTOR   For       For        Management
5     TO RE-APPOINT JOHN ROBERTS AS A DIRECTOR  For       For        Management
6     TO DECLARE A FINAL DIVIDEND OF 7.9P PER   For       For        Management
      ORDINARY SHARE
7     Ratify Auditors                           For       For        Management
8     TO APPROVE THE DIRECTORS  REMUNERATION    For       For        Management
      REPORT FOR THE FINANCIAL YEAR ENDED 31
      DECEMBER 2006
9     GENERAL AUTHORITY TO ALLOT SHARES         For       For        Management
10    DISAPPLICATION OF PRE-EMPTION RIGHTS      For       For        Management
11    AUTHORITY TO PURCHASE OWN SHARES          For       For        Management
12    AMEND ARTICLES OF ASSOCIATION             For       For        Management


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

ITC HOLDINGS CORP

Ticker:       ITC            Security ID:  465685105
Meeting Date: JUN 8, 2007    Meeting Type: Annual
Record Date:  APR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William J. Museler         For       For        Management
1.2   Elect Director Gordon Bennett Stewart,    For       For        Management
      III
1.3   Elect Director Lee C. Stewart             For       For        Management
1.4   Elect Director Edward G. Jepsen           For       For        Management
1.5   Elect Director Joseph L. Welch            For       For        Management
2     Classify the Board of Directors           For       Against    Management
3     Ratify Auditors                           For       For        Management


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

KINDER MORGAN, INC.

Ticker:       KMI            Security ID:  49455P101
Meeting Date: DEC 19, 2006   Meeting Type: Special
Record Date:  NOV 8, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management


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

MTN GROUP LTD.(FORMERLY M-CELL)

Ticker:                      Security ID:  S8039R108
Meeting Date: JUN 13, 2007   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Year Ended 12-31-06
2.1   Reelect M.C. Ramaphosa as Director        For       For        Management
2.2   Reelect P.F. Nhleko as Director           For       For        Management
2.3   Reelect R.S. Dabengwa as Director         For       For        Management
2.4   Reelect A.F. van Biljon as Director       For       For        Management
2.5   Reelect D.D.B. Band as Director           For       For        Management
2.6   Reelect A.T. Mikati as Director Appointed For       For        Management
      During the Year
2.7   Reelect J. van Rooyen as Director         For       For        Management
      Appointed During the Year
3     Place Authorized But Unissued Shares      For       For        Management
      under Control of Directors
4     Approve Issuance of Shares without        For       For        Management
      Preemptive Rights up to a Maximum of 10
      Percent of Issued Capital
5     Amend Incentive Share Scheme to Allow for For       Against    Management
      Accelerated Vesting
6     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions
7     Authorize Repurchase of Up to 20 Percent  For       For        Management
      of Issued Share Capital


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

NEW JERSEY RESOURCES CORP.

Ticker:       NJR            Security ID:  646025106
Meeting Date: JAN 24, 2007   Meeting Type: Annual
Record Date:  DEC 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lawrence R. Codey          For       For        Management
1.2   Elect Director Laurence M. Downes         For       For        Management
1.3   Elect Director Alfred C. Koeppe           For       For        Management
1.4   Elect Director William H. Turner          For       For        Management
1.5   Elect Director Jane M. Kenny              For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

NORTHEAST UTILITIES

Ticker:       NU             Security ID:  664397106
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard H. Booth           For       For        Management
1.2   Elect Director Cotton Mather Cleveland    For       For        Management
1.3   Elect Director Sanford Cloud, Jr.         For       For        Management
1.4   Elect Director James F. Cordes            For       For        Management
1.5   Elect Director E. Gail de Planque         For       For        Management
1.6   Elect Director John G. Graham             For       For        Management
1.7   Elect Director Elizabeth T. Kennan        For       For        Management
1.8   Elect Director Kenneth R. Leibler         For       For        Management
1.9   Elect Director Robert E. Patricelli       For       For        Management
1.10  Elect Director Charles W. Shivery         For       For        Management
1.11  Elect Director John F. Swope              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

NRG ENERGY INC

Ticker:       NRG            Security ID:  629377508
Meeting Date: APR 25, 2007   Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David Crane                For       For        Management
1.2   Elect Director Stephen L. Cropper         For       For        Management
1.3   Elect Director Maureen Miskovic           For       For        Management
1.4   Elect Director Thomas H. Weidemeyer       For       For        Management
2     Ratify Auditors                           For       For        Management


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

NSTAR

Ticker:       NST            Security ID:  67019E107
Meeting Date: MAY 3, 2007    Meeting Type: Annual
Record Date:  MAR 6, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gary L. Countryman         For       For        Management
1.2   Elect Director Daniel Dennis              For       For        Management
1.3   Elect Director Thomas J. May              For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

ONEOK, INC.

Ticker:       OKE            Security ID:  682680103
Meeting Date: MAY 17, 2007   Meeting Type: Annual
Record Date:  MAR 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William M. Bell            For       For        Management
1.2   Elect Director John W. Gibson             For       For        Management
1.3   Elect Director Pattye L. Moore            For       For        Management
1.4   Elect Director David J. Tippeconnic       For       For        Management
2     Separate Chairman and CEO Positions       Against   Against    Shareholder


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

ORASCOM TELECOM  HOLDING

Ticker:       ORSMY          Security ID:  68554W205
Meeting Date: JAN 25, 2007   Meeting Type: Special
Record Date:  JAN 8, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     AMEND ARTICLES 6 AND 7 RE: STOCK SPLIT    For       For        Management
      AND ADJUSTMENT TO PAR VALUE
2     AMEND ARTICLE 25 RE: ALLOW MEETINGS VIA   For       For        Management
      CONFERENCE CALL AND RESOLUTIONS IN
      WRITTEN FORM
3     AMEND ARTICLE 38 RE: ESTABLISH BOTH GIZA  For       For        Management
      AND EGYPT AS VENUES FOR SHAREHOLDER
      MEETINGS


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

ORASCOM TELECOM  HOLDING

Ticker:       ORSMY          Security ID:  68554W205
Meeting Date: APR 18, 2007   Meeting Type: Annual/Special
Record Date:  APR 4, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve BOD Report for Fiscal Year 2006   For       Did Not    Management
                                                          Vote
2     Approve Financial Statements for Fiscal   For       Did Not    Management
      Year 2006                                           Vote
3     Approve Audit Reports for Fiscal Year     For       Did Not    Management
      2006                                                Vote
4     Approve Allocation of Income for Fiscal   For       Did Not    Management
      Year 2006                                           Vote
5     Approve Discharge of Management Board     For       Did Not    Management
                                                          Vote
6     Approve Director Remuneration for Fiscal  For       Did Not    Management
      Year 2007                                           Vote
7     Approve Auditors and Fix Their            For       Did Not    Management
      Remuneration for Fiscal Year 2007                   Vote
8     Authorize Board of Directors to Sign      For       Did Not    Management
      Mutual Refund Contracts with Subsidiaries           Vote
      and Sister Companies
9     Authorize Board of Directors to Sign Loan For       Did Not    Management
      and Mortgage Contracts and also to Issue            Vote
      Guarantees to Lenders for the Company,
      Subsidiaries and Sister Companies
10    Ratification of the Donations made during For       Did Not    Management
      the financial year ending 31 December,              Vote
      2006 and Authorize Directors to Make
      Donations for Fiscal Year 2007
11    Ratify the Changes Made to the Board of   For       Did Not    Management
      Directors During Fiscal Year Ended 2006             Vote
1     Approve Shares Write-Off                  For       Did Not    Management
                                                          Vote
2     Approve Amendments to Article of          For       Did Not    Management
      Incorporation                                       Vote


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

ORMAT TECHNOLOGIES, INC.

Ticker:       ORA            Security ID:  686688102
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  APR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lucien Bronicki            For       For        Management
1.2   Elect Director Dan Falk                   For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

PEABODY ENERGY CORP.

Ticker:       BTU            Security ID:  704549104
Meeting Date: MAY 1, 2007    Meeting Type: Annual
Record Date:  MAR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William A. Coley           For       Withhold   Management
1.2   Elect Director Irl F. Engelhardt          For       Withhold   Management
1.3   Elect Director William C. Rusnack         For       Withhold   Management
1.4   Elect Director John F. Turner             For       Withhold   Management
1.5   Elect Director Alan H. Washkowitz         For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder


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

PG&E CORP.

Ticker:       PCG            Security ID:  69331C108
Meeting Date: APR 18, 2007   Meeting Type: Annual
Record Date:  FEB 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David R. Andrews           For       For        Management
1.2   Elect Director Leslie S. Biller           For       For        Management
1.3   Elect Director David A. Coulter           For       For        Management
1.4   Elect Director C. Lee Cox                 For       For        Management
1.5   Elect Director Peter A. Darbee            For       For        Management
1.6   Elect Director Maryellen C. Herringer     For       For        Management
1.7   Elect Director Richard A. Meserve         For       For        Management
1.8   Elect Director Mary S. Metz               For       For        Management
1.9   Elect Director Barbara L. Rambo           For       For        Management
1.10  Elect  irector Barry Lawson Williams      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards
4     Restore or Provide for Cumulative Voting  Against   Against    Shareholder


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

PPL CORP.

Ticker:       PPL            Security ID:  69351T106
Meeting Date: MAY 23, 2007   Meeting Type: Annual
Record Date:  FEB 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stuart Heydt               For       For        Management
1.2   Elect Director Craig A. Rogerson          For       For        Management
1.3   Elect Director W. Keith Smith             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt Simple Majority Vote                Against   For        Shareholder


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

PROGRESS ENERGY, INC.

Ticker:       PGN            Security ID:  743263105
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director James E. Bostic, Jr.       For       For        Management
2     Elect Director David L. Burner            For       For        Management
3     Elect Director Richard L. Daugherty       For       For        Management
4     Elect Director Harris E. DeLoach, Jr.     For       For        Management
5     Elect Director Robert W. Jones            For       For        Management
6     Elect Director W. Steven Jones            For       For        Management
7     Elect Director Robert B. McGehee          For       For        Management
8     Elect Director E. Marie McKee             For       For        Management
9     Elect Director John H. Mullin, III        For       For        Management
10    Elect Director Carlos A. Saladrigas       For       For        Management
11    Elect Director Theresa M. Stone           For       For        Management
12    Elect Director Alfred C. Tollison, Jr.    For       For        Management
13    Ratify Auditors                           For       For        Management
14    Approve Omnibus Stock Plan                For       For        Management


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

PUBLIC SERVICE ENTERPRISE GROUP INC.

Ticker:       PEG            Security ID:  744573106
Meeting Date: APR 17, 2007   Meeting Type: Annual
Record Date:  FEB 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ernest H. Drew             For       For        Management
1.2   Elect Director William V. Hickey          For       For        Management
1.3   Elect Director Ralph Izzo                 For       For        Management
1.4   Elect Director Richard J. Swift           For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
4     Declassify the Board of Directors         For       For        Management
5     Eliminate Cumulative Voting               For       For        Management
6     Eliminate Preemptive Rights               For       For        Management
7     Ratify Auditors                           For       For        Management


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

QUESTAR CORP.

Ticker:       STR            Security ID:  748356102
Meeting Date: MAY 15, 2007   Meeting Type: Annual
Record Date:  MAR 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Teresa Beck                For       For        Management
1.2   Elect Director R.D. Cash                  For       For        Management
1.3   Elect Director  Robert E. McKee           For       For        Management
1.4   Elect Director Gary G. Michael            For       For        Management
1.5   Elect Director Charles B. Stanley         For       For        Management


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

RWE AG

Ticker:                      Security ID:  D6629K109
Meeting Date: APR 18, 2007   Meeting Type: Annual
Record Date:  MAR 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Financial Statements, Statutory   None      None       Management
      Reports, and Supervisory Board Report for
      Fiscal 2006
2     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 3.50  per Share
3     Approve Discharge of Management Board for For       For        Management
      Fiscal 2006
4     Approve Discharge of Supervisory Board    For       For        Management
      for Fiscal 2006
5     Ratify PricewaterhouseCoopers AG as       For       For        Management
      Auditors  for Fiscal 2007
6     Authorize Share Repurchase Program and    For       For        Management
      Reissuance or Cancellation of Repurchased
      Shares; Authorize Use of Financial
      Derivatives when Repurchasing Shares
7     Amend Articles Re: Allow Electronic       For       For        Management
      Distribution of Company Communications


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

SCOTTISH & SOUTHERN ENERGY PLC (FRM.HYDRO ELECTRIC POWER PLC

Ticker:       SSEZF          Security ID:  G7885V109
Meeting Date: JUL 27, 2006   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       For        Management
3     Approve Final Dividend of 32.7 Pence Per  For       For        Management
      Ordinary Share
4     Re-elect Gregor Alexander as Director     For       For        Management
5     Re-elect David Payne as Director          For       For        Management
6     Re-elect Susan Rice as Director           For       For        Management
7     Reappoint KPMG Audit Plc as Auditors of   For       For        Management
      the Company
8     Authorise Board to Fix Remuneration of    For       For        Management
      Auditors
9     Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 143,380,318
10    Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 21,507,047
11    Authorise 86,028,191 Ordinary Shares for  For       For        Management
      Market Purchase
12    Approve Scottish and Southern Energy Plc  For       For        Management
      Performance Share Plan


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

SEMPRA ENERGY

Ticker:       SRE            Security ID:  816851109
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  MAR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Wilford D. Godbold, Jr.    For       For        Management
1.2   Elect Director Richard G. Newman          For       For        Management
1.3   Elect Director Neal E. Schmale            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Vote Requirements to Amend          Against   For        Shareholder
      Articles/Bylaws/Charter
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
5     Establish SERP Policy                     Against   Against    Shareholder


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

SOUTHERN COMPANY

Ticker:       SO             Security ID:  842587107
Meeting Date: MAY 23, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Juanita Powell Baranco     For       For        Management
1.2   Elect Director Dorrit J. Bern             For       For        Management
1.3   Elect Director Francis S. Blake           For       For        Management
1.4   Elect Director Thomas F. Chapman          For       For        Management
1.5   Elect Director H.William Habermeyer, Jr.  For       For        Management
1.6   Elect Director Donald M. James            For       For        Management
1.7   Elect Director J.Neal Purcell             For       For        Management
1.8   Elect Director David M. Ratcliffe         For       For        Management
1.9   Elect Director William G. Smith, Jr.      For       For        Management
1.10  Elect Director Gerald J. St. Pe           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Emission Reduction Goals        Against   Against    Shareholder


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

TORTOISE ENERGY CAPITAL CORP.

Ticker:       TYY            Security ID:  89147U100
Meeting Date: APR 13, 2007   Meeting Type: Annual
Record Date:  JAN 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Trustee H. Kevin Birzer             For       For        Management
2     Approve Issuance of Shares for a Private  For       For        Management
      Placement
3     Ratify Auditors                           For       For        Management


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

TRANSCANADA CORPORATION

Ticker:       TRP            Security ID:  89353D107
Meeting Date: APR 27, 2007   Meeting Type: Annual/Special
Record Date:  MAR 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director K. E. Benson               For       For        Management
1.2   Elect Director D. H. Burney               For       For        Management
1.3   Elect Director W. K. Dobson               For       For        Management
1.4   Elect Director E. L. Draper               For       For        Management
1.5   Elect Director P. Gauthier                For       For        Management
1.6   Elect Director K. L. Hawkins              For       For        Management
1.7   Elect Director S. B. Jackson              For       For        Management
1.8   Elect Director P. L. Joskow               For       For        Management
1.9   Elect Director H. N. Kvisle               For       For        Management
1.10  Elect Director J. A. MacNaughton          For       For        Management
1.11  Elect Director D. P. O'Brien              For       For        Management
1.12  Elect Director W. T. Stephens             For       For        Management
1.13  Elect Director D. M. G. Stewart           For       For        Management
2     Approve KPMG LLP as Auditors and          For       For        Management
      Authorize Board to Fix Remuneration of
      Auditors
3     Amend Stock Option Plan                   For       For        Management
4     Amend Shareholder Rights Plan (Poison     For       For        Management
      Pill)


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

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   For        Shareholder
      Agreements (Change-in-Control)
19    Disclose Information on Compensation      Against   For        Shareholder
      Consultant
20    Advisory Vote to Ratify Named Executive   Against   Against    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


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

WILLIAMS COMPANIES, INC., THE

Ticker:       WMB            Security ID:  969457100
Meeting Date: MAY 17, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Kathleen B. Cooper         For       For        Management
2     Elect Director William R. Granberry       For       For        Management
3     Elect Director Charles M. Lillis          For       For        Management
4     Elect Director William G. Lowrie          For       For        Management
5     Ratify Auditors                           For       For        Management
6     Approve Omnibus Stock Plan                For       For        Management
7     Approve Qualified Employee Stock Purchase For       For        Management
      Plan


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

WINDSTREAM CORP.

Ticker:       WIN            Security ID:  97381W104
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Samuel E. Beall, III       For       For        Management
1.2   Elect Director Dennis E. Foster           For       For        Management
1.3   Elect Director Francis X. Frantz          For       For        Management
1.4   Elect Director Jeffery R. Gardner         For       For        Management
1.5   Elect Director Jeffrey T. Hinson          For       For        Management
1.6   Elect Director Judy K. Jones              For       For        Management
1.7   Elect Director William A. Montgomery      For       For        Management
1.8   Elect Director Frank E. Reed              For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Stock Retention/Holding Period            Against   Against    Shareholder


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

XCEL ENERGY INC.

Ticker:       XEL            Security ID:  98389B100
Meeting Date: MAY 23, 2007   Meeting Type: Annual
Record Date:  MAR 29, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director C. Coney Burgess           For       For        Management
1.2   Elect Director Fredric W. Corrigan        For       For        Management
1.3   Elect Director Richard K. Davis           For       For        Management
1.4   Elect Director Roger R. Hemminghaus       For       For        Management
1.5   Elect Director A. Barry Hirschfeld        For       For        Management
1.6   Elect Director Richard C. Kelly           For       For        Management
1.7   Elect Director Douglas W. Leatherdale     For       For        Management
1.8   Elect Director Albert F. Moreno           For       For        Management
1.9   Elect Director Margaret R. Preska         For       For        Management
1.10  Elect Director A. Patricia Sampson        For       For        Management
1.11  Elect Director Richard H. Truly           For       For        Management
1.12  Elect Director David A. Westerlund        For       For        Management
1.13  Elect Director Timothy V. Wolf            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Separate Chairman and CEO Positions       Against   For        Shareholder
4     Pay For Superior Performance              Against   Against    Shareholder


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






                                   SIGNATURES

     Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                              Registrant: AllianceBernstein Utility Income
                                          Fund, Inc.


                              By: Marc O. Mayer*
                                  -----------------------
                                  Chief Executive Officer



                              Date:  August 30, 2007



*By: /s/ Emilie D. Wrapp
     --------------------
         Emilie D. Wrapp
         Secretary