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 811-03128

                 MORGAN STANLEY DIVIDEND GROWTH SECURITIES INC.
               (Exact name of registrant as specified in charter)


                                                                   
  522 Fifth Avenue, New York, New York                                   10036
(Address of principal executive offices)                              (Zip code)


                               Amy Doberman, Esq.
                                Managing Director
                     Morgan Stanley Investment Advisors Inc.
                                522 Fifth Avenue
                            New York, New York 10036
                     (Name and address of agent for service)

Registrant's telephone number, including area code: 800-869-6397

Date of fiscal year end: 2/28

Date of reporting period: 7/1/07 -- 6/30/08



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

ICA File Number: 811-03128
Reporting Period: 07/01/2007 - 06/30/2008
Morgan Stanley Dividend Growth Securities, Inc.

================ MORGAN STANLEY DIVIDEND GROWTH SECURITIES INC. ================

3M CO

Ticker:       MMM            Security ID:  88579Y101
Meeting Date: MAY 13, 2008   Meeting Type: Annual
Record Date:  MAR 14, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect Director Linda G. Alvarado          For       For        Management
1.2   Elect Director George W. Buckley          For       For        Management
1.3   Elect Director Vance D. Coffman           For       For        Management
1.4   Elect Director Michael L. Eskew           For       For        Management
1.5   Elect Director W. James Farrell           For       For        Management
1.6   Elect Director Herbert L. Henkel          For       For        Management
1.7   Elect Director Edward M. Liddy            For       For        Management
1.8   Elect Director Robert S. Morrison         For       For        Management
1.9   Elect Director Aulana L. Peters           For       For        Management
1.10  Elect Director Robert J. Ulrich           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


- --------------------------------------------------------------------------------
ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 25, 2008   Meeting Type: Annual
Record Date:  FEB 26, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect Director R.S. Austin                For       For        Management
1.2   Elect Director W.M. Daley                 For       For        Management
1.3   Elect Director W.J. Farrell               For       For        Management
1.4   Elect Director H.L. Fuller                For       For        Management
1.5   Elect Director W.A. Osborn                For       For        Management
1.6   Elect Director D.A.L. Owen                For       For        Management
1.7   Elect Director B. Powell, Jr.             For       For        Management
1.8   Elect Director W.A. Reynolds              For       For        Management
1.9   Elect Director R.S. Roberts               For       For        Management
1.10  Elect Director S.C. Scott, III            For       For        Management
1.11  Elect Director W.D. Smithburg             For       For        Management
1.12  Elect Director G.F. Tilton                For       For        Management
1.13  Elect Director M.D. White                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Human Rights Policy to Address      Against   Against    Shareholder
      Access to Medicines
4     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


- --------------------------------------------------------------------------------
ACCENTURE LTD

Ticker:       ACN            Security ID:  G1150G111
Meeting Date: FEB 7, 2008    Meeting Type: Annual
Record Date:  DEC 10, 2007



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     RE-APPOINTMENT OF THE FOLLOWING NOMINEE   For       For        Management
      TO THE BOARD OF DIRECTORS: BLYTHE J.
      MCGARVIE
2     RE-APPOINTMENT OF THE FOLLOWING NOMINEE   For       For        Management
      TO THE BOARD OF DIRECTORS: SIR MARK
      MOODY-STUART
3     AMENDMENT OF THE BYE-LAWS OF ACCENTURE    For       For        Management
      LTD, WHICH WOULD ENABLE ACCENTURE TO
      DELIVER FUTURE COPIES OF OUR PROXY
      MATERIALS TO SHAREHOLDERS ELECTRONICALLY
      BY POSTING THESE MATERIALS ON AN INTERNET
      WEBSITE AND NOTIFYING OUR SHAREHOLDERS OF
      THE POSTING.
4     Ratify Auditors                           For       Abstain    Management




- --------------------------------------------------------------------------------
ALCON INC.

Ticker:       ACL            Security ID:  H01301102
Meeting Date: MAY 6, 2008    Meeting Type: Annual
Record Date:  MAR 20, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     APPROVAL OF THE 2007 ANNUAL REPORT AND    For       For        Management
      ACCOUNTS OF ALCON, INC. AND THE 2007
      CONSOLIDATED FINANCIAL STATEMENTS OF
      ALCON, INC. AND SUBSIDIARIES
2     APPROPRIATION OF AVAILABLE EARNINGS AND   For       For        Management
      PROPOSED DIVIDEND TO SHAREHOLDERS FOR THE
      FINANCIAL YEAR 2007
3     DISCHARGE OF THE MEMBERS OF THE BOARD OF  For       For        Management
      DIRECTORS FOR THE FINANCIAL YEAR 2007
4     ELECTION OF KPMG KLYNVELD PEAT MARWICK    For       For        Management
      GOERDELER SA, ZURICH, AS GROUP AND PARENT
      COMPANY AUDITORS
5     ELECTION OF OBT AG, ZURICH, AS SPECIAL    For       For        Management
      AUDITORS
6     ELECTION TO THE BOARD OF DIRECTORS: PAUL  For       For        Management
      BULCKE
7     ELECTION TO THE BOARD OF DIRECTORS:       For       For        Management
      THOMAS G. PLASKETT
8     ELECTION TO THE BOARD OF DIRECTORS: PAUL  For       For        Management
      POLMAN
9     ELECTION TO THE BOARD OF DIRECTORS: CARY  For       For        Management
      R. RAYMENT
10    ELECTION TO THE BOARD OF DIRECTORS: James For       For        Management
      Singh
11    ELECTION TO THE BOARD OF DIRECTORS: Dr.   For       For        Management
      Daniel Vasella
12    APPROVAL OF SHARE CANCELLATION            For       For        Management




- --------------------------------------------------------------------------------
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   Against    Shareholder
      Officers' Compensation
11    Provide for Cumulative Voting             Against   Against    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


- --------------------------------------------------------------------------------
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    Independent Lead Director                 Against   For        Shareholder
19    Establish SERP Policy                     Against   For        Shareholder
20    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation




- --------------------------------------------------------------------------------
AUTOMATIC DATA PROCESSING, INC.

Ticker:       ADP            Security ID:  053015103
Meeting Date: NOV 13, 2007   Meeting Type: Annual
Record Date:  SEP 14, 2007



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect Director Gregory D. Brenneman       For       For        Management
1.2   Elect Director Leslie A. Brun             For       For        Management
1.3   Elect Director Gary C. Butler             For       For        Management
1.4   Elect Director Leon G. Cooperman          For       For        Management
1.5   Elect Director Eric C. Fast               For       For        Management
1.6   Elect Director R. Glenn Hubbard           For       For        Management
1.7   Elect Director John P. Jones              For       For        Management
1.8   Elect Director Frederic V. Malek          For       For        Management
1.9   Elect Director Gregory L. Summe           For       For        Management
1.10  Elect Director Henry Taub                 For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------
BANK OF NEW YORK MELLON CORP., THE

Ticker:       BK             Security ID:  064058100
Meeting Date: APR 8, 2008    Meeting Type: Annual
Record Date:  FEB 8, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect Director Frank J. Biondi, Jr.       For       For        Management
1.2   Elect Director Ruth E. Bruch              For       For        Management
1.3   Elect Director Nicholas M. Donofrio       For       For        Management
1.4   Elect Director Steven G. Elliott          For       For        Management
1.5   Elect Director Gerald L. Hassell          For       For        Management
1.6   Elect Director Edmund F. Kelly            For       For        Management
1.7   Elect Director Robert P. Kelly            For       For        Management
1.8   Elect Director Richard J. Kogan           For       For        Management
1.9   Elect Director Michael J. Kowalski        For       For        Management
1.10  Elect Director John A. Luke, Jr.          For       For        Management
1.11  Elect Director Robert Mehrabian           For       For        Management
1.12  Elect Director Mark A. Nordenberg         For       For        Management
1.13  Elect Director Catherine A. Rein          For       For        Management
1.14  Elect Director Thomas A. Renyi            For       For        Management
1.15  Elect Director William C. Richardson      For       For        Management
1.16  Elect Director Samuel C. Scott III        For       For        Management
1.17  Elect Director John P. Surma              For       For        Management
1.18  Elect Director Wesley W. von Schack       For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Nonqualified Employee Stock       For       For        Management
      Purchase Plan
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Ratify Auditors                           For       For        Management
6     Restore or Provide for Cumulative Voting  Against   Against    Shareholder
7     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation




- --------------------------------------------------------------------------------
BP PLC

Ticker:       BP             Security ID:  055622104
Meeting Date: APR 17, 2008   Meeting Type: Annual
Record Date:  FEB 15, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     TO RECEIVE FINANCIAL STATEMENTS AND       For       For        Management
      STATUTORY REPORTS.
2     TO APPROVE THE DIRECTORS' REMUNERATION    For       Against    Management
      REPORT.
3.1   Elect  Director Mr A Burgmans             For       For        Management
3.2   Elect  Director Mrs C B Carroll           For       For        Management
3.3   Elect  Director Sir William Castell       For       For        Management
3.4   Elect  Director Mr I C Conn               For       For        Management
3.5   Elect  Director Mr G David                For       For        Management
3.6   Elect  Director Mr E B Davis, Jr          For       For        Management
3.7   Elect  Director Mr D J Flint              For       For        Management
3.8   Elect  Director Dr B E Grote              For       For        Management
3.9   Elect  Director Dr A B Hayward            For       For        Management
3.10  Elect  Director Mr A G Inglis             For       For        Management
3.11  Elect  Director Dr D S Julius             For       For        Management
3.12  Elect  Director Sir Tom Mckillop          For       For        Management
3.13  Elect  Director Sir Ian Prosser           For       For        Management
3.14  Elect  Director Mr P D Sutherland         For       For        Management
4     REAPPOINT ERNST & YOUNG LLP AS AUDITORS   For       For        Management
      AND AUTHORISE BOARD TO FIX THEIR
      REMUNERATION.
5     ADOPT NEW ARTICLES OF ASSOCIATION.        For       For        Management
6     SPECIAL RESOLUTION TO GIVE LIMITED        For       For        Management
      AUTHORITY FOR THE PURCHASE OF ITS OWN
      SHARES BY THE COMPANY.
7     SPECIAL RESOLUTION TO GIVE LIMITED        For       For        Management
      AUTHORITY TO ALLOT SHARES UP TO A
      SPECIFIED AMOUNT.
8     SPECIAL RESOLUTION TO GIVE AUTHORITY TO   For       For        Management
      ALLOT A LIMITED NUMBER OF SHARES FOR CASH
      FREE OF PRE-EMPTION RIGHTS.


- --------------------------------------------------------------------------------
CAMERON INTERNATIONAL CORP

Ticker:       CAM            Security ID:  13342B105
Meeting Date: DEC 7, 2007    Meeting Type: Special
Record Date:  NOV 1, 2007



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




- --------------------------------------------------------------------------------
CAMERON INTERNATIONAL CORP

Ticker:       CAM            Security ID:  13342B105
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect Director Peter J. Fluor             For       For        Management
1.2   Elect Director Jack B. Moore              For       For        Management
1.3   Elect Director David Ross III             For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------
CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 15, 2007   Meeting Type: Annual
Record Date:  SEP 17, 2007



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Director Carol A. Bartz             For       For        Management
2     Elect Director M. Michele Burns           For       For        Management
3     Elect Director Michael D. Capellas        For       For        Management
4     Elect Director Larry R. Carter            For       For        Management
5     Elect Director John T. Chambers           For       For        Management
6     Elect Director Brian L. Halla             For       For        Management
7     Elect Director Dr. John L. Hennessy       For       For        Management
8     Elect Director Richard M. Kovacevich      For       For        Management
9     Elect Director Roderick C. McGeary        For       For        Management
10    Elect Director Michael K. Powell          For       For        Management
11    Elect Director Steven M. West             For       For        Management
12    Elect Director Jerry Yang                 For       For        Management
13    Amend Omnibus Stock Plan                  For       For        Management
14    Approve Executive Incentive Bonus Plan    For       For        Management
15    Ratify Auditors                           For       For        Management
16    Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Human Rights
17    Pay For Superior Performance              Against   Against    Shareholder
18    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
19    Report on Internet Fragmentation          Against   Against    Shareholder


- --------------------------------------------------------------------------------
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       Against    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       For        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       For        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   Against    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 Employment Contract Principles      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    Independent Board Chairman                Against   Against    Shareholder
25    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
26    Indicate If You Would Like to Keep Your   None      For        Management
      Vote Confidential Under Current Policy


- --------------------------------------------------------------------------------
CONOCOPHILLIPS

Ticker:       COP            Security ID:  20825C104
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Director Harold W. McGraw III       For       For        Management
2     Elect Director James J. Mulva             For       For        Management
3     Elect Director Bobby S. Shackouls         For       For        Management
4     Declassify the Board of Directors         For       For        Management
5     Ratify Auditors                           For       For        Management
6     Require Director Nominee Qualifications   Against   Against    Shareholder
7     Report on Indigenous Peoples Rights       Against   Against    Shareholder
      Policies
8     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
9     Report on Political Contributions         Against   Against    Shareholder
10    Adopt Greenhouse Gas Emissions Goals for  Against   Against    Shareholder
      Products and Operations
11    Report on Community Environmental Impacts Against   Against    Shareholder
      of Operations
12    Report on Environmental Damage from       Against   Against    Shareholder
      Drilling in the National Petroleum
      Reserve
13    Report on Environmental Impact of Oil     Against   Against    Shareholder
      Sands Operations in Canada
14    Report on Global Warming                  Against   Against    Shareholder


- --------------------------------------------------------------------------------
COVIDIEN LTD.

Ticker:       COV            Security ID:  G2552X108
Meeting Date: MAR 18, 2008   Meeting Type: Annual
Record Date:  JAN 16, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     ELECTION OF DIRECTOR: CRAIG ARNOLD        For       For        Management
2     ELECTION OF DIRECTOR: ROBERT H. BRUST     For       For        Management
3     ELECTION OF DIRECTOR: JOHN M. CONNORS,    For       For        Management
      JR.





                                                         
4     ELECTION OF DIRECTOR: CHRISTOPHER J.      For       For        Management
      COUGHLIN
5     ELECTION OF DIRECTOR: TIMOTHY M. DONAHUE  For       For        Management
6     ELECTION OF DIRECTOR: KATHY J. HERBERT    For       For        Management
7     ELECTION OF DIRECTOR: RANDALL J. HOGAN,   For       For        Management
      III
8     ELECTION OF DIRECTOR: RICHARD J. MEELIA   For       For        Management
9     ELECTION OF DIRECTOR: DENNIS H. REILLEY   For       For        Management
10    ELECTION OF DIRECTOR: TADATAKA YAMADA     For       For        Management
11    ELECTION OF DIRECTOR: JOSEPH A.           For       For        Management
      ZACCAGNINO
12    Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------
CVS CAREMARK CORP

Ticker:       CVS            Security ID:  126650100
Meeting Date: MAY 7, 2008    Meeting Type: Annual
Record Date:  MAR 12, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Director Edwin M. Banks             For       For        Management
2     Elect Director C. David Brown II          For       For        Management
3     Elect Director David W. Dorman            For       For        Management
4     Elect Director Kristen E. Gibney Williams For       For        Management
5     Elect Director Marian L. Heard            For       For        Management
6     Elect Director William H. Joyce           For       For        Management
7     Elect Director Jean-Pierre Million        For       For        Management
8     Elect Director Terrence Murray            For       For        Management
9     Elect Director C.A. Lance Piccolo         For       For        Management
10    Elect Director Sheli Z. Rosenberg         For       For        Management
11    Elect Director Thomas M. Ryan             For       For        Management
12    Elect Director Richard J. Swift           For       For        Management
13    Ratify Auditors                           For       For        Management
14    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
15    Adopt Anti Gross-up Policy                Against   For        Shareholder
16    Report on Political Contributions         Against   For        Shareholder


- --------------------------------------------------------------------------------
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       Withhold   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       Withhold   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       Withhold   Management
2     Ratify Auditors                           For       Against    Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Stock Retention/Holding Period            Against   For        Shareholder
5     Declaration of Dividend                   Against   Against    Shareholder




- --------------------------------------------------------------------------------
DIAGEO PLC

Ticker:       DEO            Security ID:  25243Q205
Meeting Date: OCT 16, 2007   Meeting Type: Annual
Record Date:  SEP 7, 2007



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     REPORTS AND ACCOUNTS 2007                 For       For        Management
2     DIRECTORS  REMUNERATION REPORT 2007       For       For        Management
3     DECLARATION OF FINAL DIVIDEND             For       For        Management
4     RE-ELECTION OF MS M LILJA (MEMBER OF      For       For        Management
      AUDIT, NOMINATION, REMUNERATION
      COMMITTEE)
5     RE-ELECTION OF MR NC ROSE (MEMBER OF      For       For        Management
      EXECUTIVE COMMITTEE)
6     RE-ELECTION OF MR PA WALKER (MEMBER OF    For       For        Management
      AUDIT, NOMINATION, AND REMUNERATION
      COMMITTEE)
7     Ratify Auditors                           For       For        Management
8     AUTHORITY TO ALLOT RELEVANT SECURITIES    For       For        Management
9     DISAPPLICATION OF PRE-EMPTION RIGHTS      For       For        Management
10    AUTHORITY TO PURCHASE OWN ORDINARY SHARES For       For        Management
11    AUTHORITY TO MAKE POLITICAL DONATIONS     For       For        Management
      AND/OR TO INCUR POLITICAL EXPENDITURE
12    ADOPTION OF DIAGEO PLC 2007 UNITED STATES For       For        Management
      EMPLOYEE STOCK PURCHASE PLAN
13    AMENDMENTS TO THE ARTICLES OF ASSOCIATION For       For        Management


- --------------------------------------------------------------------------------
EBAY INC.

Ticker:       EBAY           Security ID:  278642103
Meeting Date: JUN 19, 2008   Meeting Type: Annual
Record Date:  APR 21, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Director Fred D. Anderson           For       Against    Management
2     Elect Director Edward W. Barnholt         For       For        Management
3     Elect Director Scott D. Cook              For       For        Management
4     Elect Director John J. Donahoe            For       For        Management
5     Approve Omnibus Stock Plan                For       For        Management
6     Ratify Auditors                           For       For        Management




- --------------------------------------------------------------------------------
EMC CORP.

Ticker:       EMC            Security ID:  268648102
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  MAR 20, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect Director Michael W. Brown           For       For        Management
1.2   Elect Director Michael J. Cronin          For       For        Management
1.3   Elect Director Gail Deegan                For       For        Management
1.4   Elect Director John R. Egan               For       For        Management
1.5   Elect Director W. Paul Fitzgerald         For       For        Management
1.6   Elect Director Olli-Pekka Kallasvuo       For       For        Management
1.7   Elect Director Edmund F. Kelly            For       For        Management
1.8   Elect Director Windle B. Priem            For       For        Management
1.9   Elect Director Paul Sagan                 For       For        Management
1.10  Elect Director David N. Strohm            For       For        Management
1.11  Elect Director Joseph M. Tucci            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt Majority Voting for Uncontested     For       For        Management
      Election of Directors
4     Reduce Supermajority Vote Requirement     For       For        Management


- --------------------------------------------------------------------------------
EXELON CORP.

Ticker:       EXC            Security ID:  30161N101
Meeting Date: APR 29, 2008   Meeting Type: Annual
Record Date:  MAR 3, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Director Bruce DeMars               For       For        Management
2     Elect Director Nelson A. Diaz             For       For        Management
3     Elect Director Paul L. Joskow             For       For        Management
4     Elect Director John W. Rowe               For       For        Management
5     Ratify Auditors                           For       For        Management
6     Report on Global Warming                  Against   Against    Shareholder


- --------------------------------------------------------------------------------
EXXON MOBIL CORP.

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 28, 2008   Meeting Type: Annual
Record Date:  APR 4, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect Director Michael J. Boskin          For       For        Management
1.2   Elect Director Larry R. Faulkner          For       For        Management
1.3   Elect Director William W. George          For       For        Management
1.4   Elect Director James R. Houghton          For       For        Management
1.5   Elect Director Reatha Clark King          For       For        Management
1.6   Elect Director Marilyn Carlson Nelson     For       For        Management
1.7   Elect Director Samuel J. Palmisano        For       For        Management
1.8   Elect Director Steven S Reinemund         For       For        Management
1.9   Elect Director Walter V. Shipley          For       For        Management
1.10  Elect Director Rex W. Tillerson           For       For        Management
1.11  Elect Director Edward E. Whitacre, Jr.    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Bylaws to Prohibit Precatory        Against   Against    Shareholder
      Proposals
4     Require Director Nominee Qualifications   Against   Against    Shareholder
5     Independent Board Chairman                Against   For        Shareholder
6     Approve Distribution Policy               Against   Against    Shareholder
7     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
8     Compare CEO Compensation to Company's     Against   Against    Shareholder
      Lowest Paid U.S. Workers





                                                         
9     Claw-back of Payments under Restatements  Against   Against    Shareholder
10    Review Anti-discrimination Policy on      Against   Against    Shareholder
      Corporate Sponsorships and Executive
      Perks
11    Report on Political Contributions         Against   Against    Shareholder
12    Amend EEO Policy to Prohibit              Against   For        Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
13    Report on Community Environmental Impacts Against   Against    Shareholder
      of Operations
14    Report on Potential Environmental Damage  Against   Against    Shareholder
      from Drilling in the Arctic National
      Wildlife Refuge
15    Adopt Greenhouse Gas Emissions Goals for  Against   Against    Shareholder
      Products and Operations
16    Report on Carbon Dioxide Emissions        Against   Against    Shareholder
      Information at Gas Stations
17    Report on Climate Change Impacts on       Against   Against    Shareholder
      Emerging Countries
18    Report on Energy Technologies Development Against   Against    Shareholder
19    Adopt Policy to Increase Renewable Energy Against   Abstain    Shareholder


- --------------------------------------------------------------------------------
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       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management


- --------------------------------------------------------------------------------
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       For        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   Against    Shareholder
19    Independent Board Chairman                Against   Against    Shareholder
20    Claw-back of Payments under Restatements  Against   Against    Shareholder
21    Adopt Policy on Overboarded Directors     Against   Against    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   Against    Shareholder
      Officers' Compensation


- --------------------------------------------------------------------------------
GOLDMAN SACHS GROUP, INC., THE

Ticker:       GS             Security ID:  38141G104
Meeting Date: APR 10, 2008   Meeting Type: Annual
Record Date:  FEB 11, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Directors Lloyd C. Blankfein        For       For        Management
2     Elect Directors John H. Bryan             For       For        Management
3     Elect Directors Gary D. Cohn              For       For        Management
4     Elect Directors Claes Dahlback            For       For        Management
5     Elect Directors Stephen Friedman          For       For        Management
6     Elect Directors William W. George         For       For        Management
7     Elect Directors Rajat K. Gupta            For       For        Management
8     Elect Directors James A. Johnson          For       For        Management
9     Elect Directors Lois D. Juliber           For       For        Management
10    Elect Directors Edward M. Liddy           For       For        Management
11    Elect Directors Ruth J. Simmons           For       For        Management
12    Elect Directors Jon Winkelried            For       For        Management
13    Ratify Auditors                           For       For        Management
14    Prohibit Executive Stock-Based Awards     Against   Against    Shareholder
15    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
16    Prepare Sustainability Report             Against   Against    Shareholder


- --------------------------------------------------------------------------------
GOOGLE INC

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 11, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect Director Eric Schmidt               For       For        Management
1.2   Elect Director Sergey Brin                For       For        Management
1.3   Elect Director Larry Page                 For       For        Management
1.4   Elect Director L. John Doerr              For       For        Management
1.5   Elect Director John L. Hennessy           For       For        Management
1.6   Elect Director Arthur D. Levinson         For       For        Management
1.7   Elect Director Ann Mather                 For       For        Management
1.8   Elect Director Paul S. Otellini           For       For        Management
1.9   Elect Director K. Ram Shriram             For       For        Management
1.10  Elect Director Shirley M. Tilghman        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Adopt Internet Censorship Policies        Against   For        Shareholder
5     Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Human Rights




- --------------------------------------------------------------------------------
HALLIBURTON CO.

Ticker:       HAL            Security ID:  406216101
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Director Alan M. Bennett            For       For        Management
2     Elect Director James R. Boyd              For       For        Management
3     Elect Director Milton Carroll             For       For        Management
4     Elect Director Kenneth T. Derr            For       For        Management
5     Elect Director S. Malcolm Gillis          For       For        Management
6     Elect Director James T. Hackett           For       For        Management
7     Elect Director David J. Lesar             For       For        Management
8     Elect Director J. Landis Martin           For       For        Management
9     Elect Director Jay A. Precourt            For       For        Management
10    Elect Director Debra L. Reed              For       For        Management
11    Ratify Auditors                           For       For        Management
12    Amend Omnibus Stock Plan                  For       For        Management
13    Adopt Human Rights Policy                 Against   Against    Shareholder
14    Report on Political Contributions         Against   For        Shareholder
15    Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Human Rights


- --------------------------------------------------------------------------------
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   Abstain    Shareholder
      Special Meetings
16    Report on Employment Diversity            Against   Against    Shareholder
17    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
18    Pay For Superior Performance              Against   Against    Shareholder




- --------------------------------------------------------------------------------
INTEL CORP.

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Director Craig R. Barrett           For       For        Management
2     Elect Director Charlene Barshefsky        For       For        Management
3     Elect Director Carol A. Bartz             For       For        Management
4     Elect Director Susan L. Decker            For       For        Management
5     Elect Director Reed E. Hundt              For       For        Management
6     Elect Director Paul S. Otellini           For       For        Management
7     Elect Director James D. Plummer           For       For        Management
8     Elect Director David S. Pottruck          For       For        Management
9     Elect Director Jane E. Shaw               For       For        Management
10    Elect Director John L. Thornton           For       For        Management
11    Elect Director David B. Yoffie            For       For        Management
12    Ratify Auditors                           For       For        Management
13    Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Sustainability


- --------------------------------------------------------------------------------
JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  FEB 26, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect Director Mary Sue Coleman           For       For        Management
1.2   Elect Director James G. Cullen            For       For        Management
1.3   Elect Director Michael M.E. Johns         For       For        Management
1.4   Elect Director Arnold G. Langbo           For       For        Management
1.5   Elect Director Susan L. Lindquist         For       For        Management
1.6   Elect Director Leo F. Mullin              For       For        Management
1.7   Elect Director Wiliam D. Perez            For       For        Management
1.8   Elect Director Christine A. Poon          For       For        Management
1.9   Elect Director Charles Prince             For       For        Management
1.10  Elect Director Steven S. Reinemund        For       For        Management
1.11  Elect Director David Satcher              For       For        Management
1.12  Elect Director William C. Weldon          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


- --------------------------------------------------------------------------------
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       For        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   Against    Shareholder
18    Independent Board Chairman                Against   Against    Shareholder
19    Advisory Vote to Ratify Named Executive   Against   Against    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


- --------------------------------------------------------------------------------
KOHL'S CORP.

Ticker:       KSS            Security ID:  500255104
Meeting Date: APR 30, 2008   Meeting Type: Annual
Record Date:  MAR 5, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Director Steven A. Burd             For       For        Management
2     Elect Director Wayne Embry                For       For        Management
3     Elect Director John F. Herma              For       For        Management
4     Elect Director William S. Kellogg         For       For        Management
5     Elect Director Kevin Mansell              For       For        Management
6     Elect Director R. Lawrence Montgomery     For       For        Management
7     Elect Director Frank V. Sica              For       For        Management
8     Elect Director Peter M. Sommerhauser      For       For        Management
9     Elect Director Stephanie A. Streeter      For       For        Management
10    Elect Director Stephen E. Watson          For       For        Management
11    Ratify Auditors                           For       For        Management
12    Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
13    Pay For Superior Performance              Against   Against    Shareholder


- --------------------------------------------------------------------------------
KRAFT FOODS INC

Ticker:       KFT            Security ID:  50075N104
Meeting Date: MAY 13, 2008   Meeting Type: Annual
Record Date:  MAR 10, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect Director Ajay Banga                 For       For        Management
1.2   Elect Director Jan Bennink                For       For        Management
1.3   Elect Director Myra M. Hart               For       For        Management
1.4   Elect Director Lois D. Juliber            For       For        Management
1.5   Elect Director  Mark D. Ketchum           For       For        Management





                                                         
1.6   Elect Director Richard A. Lerner          For       For        Management
1.7   Elect Director John C. Pope               For       For        Management
1.8   Elect Director Fredric G. Reynolds        For       For        Management
1.9   Elect Director Irene B. Rosenfeld         For       For        Management
1.10  Elect Director Mary L. Schapiro           For       For        Management
1.11  Elect Director Deborah C. Wright          For       For        Management
1.12  Elect Director Frank G. Zarb              For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------
LEHMAN BROTHERS HOLDINGS INC.

Ticker:       LEH            Security ID:  524908100
Meeting Date: APR 15, 2008   Meeting Type: Annual
Record Date:  FEB 15, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Director Michael L. Ainslie         For       For        Management
2     Elect Director John F. Akers              For       For        Management
3     Elect Director Roger S. Berlind           For       For        Management
4     Elect Director Thomas H. Cruikshank       For       For        Management
5     Elect Director Marsha Johnson Evans       For       For        Management
6     Elect Director Richard S. Fuld, Jr.       For       For        Management
7     Elect Director Christopher Gent           For       For        Management
8     Elect Director Jerry A. Grundhofer        For       For        Management
9     Elect Director Roland A. Hernandez        For       For        Management
10    Elect Director Henry Kaufman              For       For        Management
11    Elect Director John D. Macomber           For       For        Management
12    Ratify Auditors                           For       For        Management
13    Amend Omnibus Stock Plan                  For       Against    Management
14    Approve/Amend Executive Incentive Bonus   For       Against    Management
      Plan
15    Publish Political Contributions           Against   Against    Shareholder
16    Prepare an Environmental Sustainability   Against   Against    Shareholder
      Report


- --------------------------------------------------------------------------------
LEXMARK INTERNATIONAL, INC.

Ticker:       LXK            Security ID:  529771107
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  FEB 29, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Director Ralph E. Gomory            For       For        Management
2     Elect Director Marvin L. Mann             For       For        Management
3     Elect Director Teresa Beck                For       For        Management
4     Ratify Auditors                           For       For        Management
5     Amend Omnibus Stock Plan                  For       For        Management
6     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation




- --------------------------------------------------------------------------------
LINCOLN NATIONAL CORP.

Ticker:       LNC            Security ID:  534187109
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 7, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect Director J. Patrick Barrett         For       For        Management
1.2   Elect Director Dennis R. Glass            For       For        Management
1.3   Elect Director Michael F. Mee             For       For        Management
1.4   Elect Director David A. Stonecipher       For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------
MACY'S INC

Ticker:       M              Security ID:  55616P104
Meeting Date: MAY 16, 2008   Meeting Type: Annual
Record Date:  MAR 21, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect Director Stephen F. Bollenbach      For       For        Management
1.2   Elect Director Deirdre P. Connelly        For       For        Management
1.3   Elect Director Meyer Feldberg             For       For        Management
1.4   Elect Director Sara Levinson              For       For        Management
1.5   Elect Director Terry J. Lundgren          For       For        Management
1.6   Elect Director Joseph Neubauer            For       For        Management
1.7   Elect Director Joseph A. Pichler          For       For        Management
1.8   Elect Director Joyce M. Roche             For       For        Management
1.9   Elect Director Karl M. von der Heyden     For       For        Management
1.10  Elect Director Craig E. Weatherup         For       For        Management
1.11  Elect Director Marna C. Whittington       For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------
MEDTRONIC, INC.

Ticker:       MDT            Security ID:  585055106
Meeting Date: AUG 23, 2007   Meeting Type: Annual
Record Date:  JUN 25, 2007



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect  Director David L. Calhoun          For       For        Management
1.2   Elect  Director Arthur D. Collins, Jr.    For       For        Management
1.3   Elect  Director James T. Lenehan          For       For        Management
1.4   Elect  Director Kendall J. Powell         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management


- --------------------------------------------------------------------------------
MERRILL LYNCH & CO., INC.

Ticker:       MER            Security ID:  590188108
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  FEB 26, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Director Carol T. Christ            For       For        Management
2     Elect Director Armando M. Codina          For       For        Management
3     Elect Director Judith Mayhew Jonas        For       For        Management
4     Elect Director John A. Thain              For       For        Management





                                                         
5     Ratify Auditors                           For       For        Management
6     Provide for Cumulative Voting             Against   Against    Shareholder
7     Prohibit Executive Officer Stock Sales    Against   Against    Shareholder
      During Buyback
8     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
9     Adopt Employment Contract Principles      Against   For        Shareholder


- --------------------------------------------------------------------------------
METLIFE, INC

Ticker:       MET            Security ID:  59156R108
Meeting Date: APR 22, 2008   Meeting Type: Annual
Record Date:  FEB 28, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect Director Sylvia Mathews Burwell     For       For        Management
1.2   Elect Director Eduardo Castro-Wright      For       For        Management
1.3   Elect Director Cheryl W. Grise            For       For        Management
1.4   Elect Director William C. Steere, Jr.     For       For        Management
1.5   Elect Director Lulu C. Wang               For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------
MICROSOFT CORP.

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 13, 2007   Meeting Type: Annual
Record Date:  SEP 7, 2007



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Director William H. Gates, III      For       For        Management
2     Elect Director Steven A. Ballmer          For       For        Management
3     Elect Director James I. Cash, Jr.         For       For        Management
4     Elect Director Dina Dublon                For       For        Management
5     Elect Director Raymond V. Gilmartin       For       For        Management
6     Elect Director Reed Hastings              For       For        Management
7     Elect Director David F. Marquardt         For       For        Management
8     Elect Director Charles H. Noski           For       For        Management
9     Elect Director Helmut Panke               For       For        Management
10    Elect Director Jon A. Shirley             For       For        Management
11    Ratify Auditors                           For       For        Management
12    Adopt Policies to Protect Freedom of      Against   Against    Shareholder
      Access to the Internet
13    Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Human Rights


- --------------------------------------------------------------------------------
MONSANTO CO.

Ticker:       MON            Security ID:  61166W101
Meeting Date: JAN 16, 2008   Meeting Type: Annual
Record Date:  NOV 19, 2007



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect Director John W. Bachmann           For       For        Management
1.2   Elect Director William U. Parfet          For       For        Management





                                                         
1.3   Elect Director George H. Poste            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Independent Board Chairman                Against   Against    Shareholder
4     Amend Bylaws to Not Indemnify Directors   Against   Against    Shareholder
      for Social and Environmental Liabilities


- --------------------------------------------------------------------------------
NEWMONT MINING CORP.

Ticker:       NEM            Security ID:  651639106
Meeting Date: APR 23, 2008   Meeting Type: Annual
Record Date:  FEB 22, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect Director Glen A. Barton             For       For        Management
1.2   Elect Director Vincent A. Calarco         For       For        Management
1.3   Elect Director Joseph A. Carrabba         For       For        Management
1.4   Elect Director Noreen Doyle               For       For        Management
1.5   Elect Director Veronica M. Hagen          For       For        Management
1.6   Elect Director Michael S. Hamson          For       For        Management
1.7   Elect Director Robert J. Miller           For       For        Management
1.8   Elect Director Richard T. O'Brien         For       For        Management
1.9   Elect Director John B. Prescott           For       For        Management
1.10  Elect Director Donald C. Roth             For       For        Management
1.11  Elect Director James V. Taranik           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
4     Independent Board Chairman                Against   Against    Shareholder


- --------------------------------------------------------------------------------
NORTHROP GRUMMAN CORP.

Ticker:       NOC            Security ID:  666807102
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  MAR 25, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Director Lewis W. Coleman           For       For        Management
2     Elect Director Thomas B. Fargo            For       For        Management
3     Elect Director Victor H. Fazio            For       For        Management
4     Elect Director Donald E. Felsinger        For       For        Management
5     Elect Director Stephen E. Frank           For       For        Management
6     Elect Director Phillip Frost              For       For        Management
7     Elect Director Charles R. Larson          For       For        Management
8     Elect Director Richard B. Myers           For       For        Management
9     Elect Director Aulana L. Peters           For       For        Management
10    Elect Director Kevin W. Sharer            For       For        Management
11    Elect Director Ronald D. Sugar            For       For        Management
12    Ratify Auditors                           For       For        Management
13    Amend Omnibus Stock Plan                  For       For        Management
14    Report on Foreign Military Sales          Against   Against    Shareholder
15    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
16    Adopt Anti Gross-up Policy                Against   For        Shareholder




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


- --------------------------------------------------------------------------------
PATTERSON-UTI  ENERGY INC.

Ticker:       PTEN           Security ID:  703481101
Meeting Date: JUN 5, 2008    Meeting Type: Annual
Record Date:  APR 18, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect Director Mark S. Siegel             For       For        Management
1.2   Elect Director Cloyce A. Talbott          For       For        Management
1.3   Elect Director Kenneth N. Berns           For       For        Management
1.4   Elect Director Charles O. Buckner         For       For        Management
1.5   Elect Director Curtis W. Huff             For       For        Management
1.6   Elect Director Terry H. Hunt              For       For        Management
1.7   Elect Director Kenneth R. Peak            For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------
PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 7, 2008    Meeting Type: Annual
Record Date:  MAR 7, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Director I.M. Cook                  For       For        Management
2     Elect Director D. Dublon                  For       For        Management
3     Elect Director V.J. Dzau                  For       For        Management
4     Elect Director R.L. Hunt                  For       For        Management
5     Elect Director A. Ibarguen                For       For        Management
6     Elect Director A.C. Martinez              For       For        Management
7     Elect Director I.K. Nooyi                 For       For        Management
8     Elect Director S.P. Rockefeller           For       For        Management
9     Elect Director J.J. Schiro                For       For        Management





                                                         
10    Elect Director L.G. Trotter               For       For        Management
11    Elect Director D.Vasella                  For       For        Management
12    Elect Director M.D. White                 For       For        Management
13    Ratify Auditors                           For       For        Management
14    Report on Recycling                       Against   Against    Shareholder
15    Report on Genetically Engineered Products Against   Against    Shareholder
16    Report on Human Rights Policies Relating  Against   Against    Shareholder
      to Water Use
17    Report on Global Warming                  Against   Against    Shareholder
18    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


- --------------------------------------------------------------------------------
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       Against    Management
15    Ratify Auditors                           For       For        Management
16    Prohibit Executive Stock-Based Awards     Against   Against    Shareholder
17    Independent Board Chairman                Against   For        Shareholder


- --------------------------------------------------------------------------------
PITNEY BOWES INC.

Ticker:       PBI            Security ID:  724479100
Meeting Date: MAY 12, 2008   Meeting Type: Annual
Record Date:  MAR 18, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Director Rodney C. Adkins           For       For        Management
2     Elect Director Michael J. Critelli        For       For        Management
3     Elect Director Murray D. Martin           For       For        Management
4     Elect Director Michael I. Roth            For       For        Management
5     Elect Director Robert E. Weissman         For       For        Management
6     Ratify Auditors                           For       For        Management




- --------------------------------------------------------------------------------
PROCTER & GAMBLE COMPANY, THE

Ticker:       PG             Security ID:  742718109
Meeting Date: OCT 9, 2007    Meeting Type: Annual
Record Date:  AUG 10, 2007



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect Director Rajat K. Gupta             For       For        Management
1.2   Elect Director A. G. Lafley               For       For        Management
1.3   Elect Director Lynn M. Martin             For       For        Management
1.4   Elect Director Johnathan A. Rodgers       For       For        Management
1.5   Elect Director John F. Smith, Jr.         For       For        Management
1.6   Elect Director Ralph Snyderman, M.D.      For       For        Management
1.7   Elect Director Margaret C. Whitman        For       For        Management
2     Ratify Auditor                            For       For        Management
3     Prohibit Executive Stock-Based Awards     Against   Against    Shareholder
4     Report on Free Enterprise Initiatives     Against   Against    Shareholder
5     Report on Animal Welfare                  Against   Against    Shareholder


- --------------------------------------------------------------------------------
PRUDENTIAL FINANCIAL INC

Ticker:       PRU            Security ID:  744320102
Meeting Date: MAY 13, 2008   Meeting Type: Annual
Record Date:  MAR 14, 2008



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


- --------------------------------------------------------------------------------
RAYTHEON CO.

Ticker:       RTN            Security ID:  755111507
Meeting Date: MAY 29, 2008   Meeting Type: Annual
Record Date:  APR 4, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Director Barbara M. Barrett         For       For        Management
2     Elect Director Vernon E. Clark            For       For        Management
3     Elect Director John M. Deutch             For       For        Management
4     Elect Director Frederic M. Poses          For       For        Management
5     Elect Director Michael C. Ruettgers       For       For        Management
6     Elect Director Ronald L. Skates           For       For        Management
7     Elect Director William R. Spivey          For       For        Management
8     Elect Director Linda G. Stuntz            For       For        Management
9     Elect Director William H. Swanson         For       For        Management
10    Ratify Auditors                           For       For        Management
11    Establish SERP Policy                     Against   For        Shareholder
12    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation




- --------------------------------------------------------------------------------
SCHLUMBERGER LTD.

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 9, 2008    Meeting Type: Annual
Record Date:  FEB 20, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect  Director P. Camus                  For       For        Management
1.2   Elect  Director J.S. Gorelick             For       For        Management
1.3   Elect  Director A. Gould                  For       For        Management
1.4   Elect  Director T. Isaac                  For       For        Management
1.5   Elect  Director N. Kudryavtsev            For       For        Management
1.6   Elect  Director A. Lajous                 For       For        Management
1.7   Elect  Director M.E. Marks                For       For        Management
1.8   Elect  Director D. Primat                 For       For        Management
1.9   Elect  Director L.R. Reif                 For       For        Management
1.10  Elect  Director T.I. Sandvold             For       For        Management
1.11  Elect  Director N. Seydoux                For       For        Management
1.12  Elect  Director L.G. Stuntz               For       For        Management
2     ADOPTION AND APPROVAL OF FINANCIALS AND   For       For        Management
      DIVIDENDS
3     APPROVAL OF ADOPTION OF THE SCHLUMBERGER  For       For        Management
      2008 STOCK INCENTIVE PLAN
4     APPROVAL OF INDEPENDENT REGISTERED PUBLIC For       For        Management
      ACCOUNTING FIRM


- --------------------------------------------------------------------------------
TARGET CORPORATION

Ticker:       TGT            Security ID:  87612E106
Meeting Date: MAY 22, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Director Roxanne S. Austin          For       For        Management
2     Elect Director James A. Johnson           For       For        Management
3     Elect Director Mary E. Minnick            For       For        Management
4     Elect Director Derica W. Rice             For       For        Management
5     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------
TIME WARNER INC

Ticker:       TWX            Security ID:  887317105
Meeting Date: MAY 16, 2008   Meeting Type: Annual
Record Date:  MAR 21, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Director James L. Barksdale         For       For        Management
2     Elect Director Jeffrey L. Bewkes          For       For        Management
3     Elect Director Stephen F. Bollenbach      For       For        Management
4     Elect Director Frank J. Caufield          For       For        Management
5     Elect Director Robert C. Clark            For       For        Management
6     Elect Director Mathias Dopfner            For       For        Management





                                                         
7     Elect Director Jessica P. Einhorn         For       For        Management
8     Elect Director Reuben Mark                For       For        Management
9     Elect Director Michael A. Miles           For       For        Management
10    Elect Director Kenneth J. Novack          For       For        Management
11    Elect Director Richard D. Parsons         For       For        Management
12    Elect Director Deborah C. Wright          For       For        Management
13    Eliminate Supermajority Vote Requirement  For       For        Management
14    Amend Executive Incentive Bonus Plan      For       For        Management
15    Ratify Auditors                           For       For        Management
16    Independent Board Chairman                Against   Against    Shareholder


- --------------------------------------------------------------------------------
UNITED TECHNOLOGIES CORP.

Ticker:       UTX            Security ID:  913017109
Meeting Date: APR 9, 2008    Meeting Type: Annual
Record Date:  FEB 12, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect Director Louis R. Chenevert         For       For        Management
1.2   Elect Director George David               For       For        Management
1.3   Elect Director John V. Faraci             For       For        Management
1.4   Elect Director Jean-Pierre Garnier        For       For        Management
1.5   Elect Director Jamie S. Gorelick          For       For        Management
1.6   Elect Director Charles R. Lee             For       For        Management
1.7   Elect Director Richard D. McCormick       For       For        Management
1.8   Elect Director Harold McGraw III          For       For        Management
1.9   Elect Director Richard B. Myers           For       For        Management
1.10  Elect Director H. Patrick Swygert         For       For        Management
1.11  Elect Director Andre Villeneuve           For       For        Management
1.12  Elect Director Christine Todd Whitman     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Adopt Principles for Health Care Reform   Against   Against    Shareholder
5     Improve Human Rights Standards or         Against   Against    Shareholder
      Policies
6     Pay For Superior Performance              Against   Against    Shareholder
7     Report on Foreign Military Sales          Against   Against    Shareholder


- --------------------------------------------------------------------------------
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    Independent Board Chairman                Against   Against    Shareholder


- --------------------------------------------------------------------------------
VF CORP.

Ticker:       VFC            Security ID:  918204108
Meeting Date: APR 22, 2008   Meeting Type: Annual
Record Date:  MAR 4, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect Director Mackey J. McDonald         For       For        Management
1.2   Elect Director Barbara S. Feigin          For       For        Management
1.3   Elect Director Juan Ernesto de Bedout     For       For        Management
1.4   Elect Director Ursula O. Fairbairn        For       For        Management
1.5   Elect Director Eric C. Wiseman            For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------
WEATHERFORD INTERNATIONAL LTD

Ticker:       WFT            Security ID:  G95089101
Meeting Date: JUN 2, 2008    Meeting Type: Annual
Record Date:  APR 9, 2008



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


- --------------------------------------------------------------------------------
WELLS FARGO AND COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 29, 2008   Meeting Type: Annual
Record Date:  FEB 29, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Director John S. Chen               For       For        Management
2     Elect Director Lloyd H. Dean              For       For        Management
3     Elect Director Susan E. Engel             For       For        Management
4     Elect Director Enrique Hernandez, Jr.     For       For        Management
5     Elect Director Robert L. Joss             For       For        Management
6     Elect Director Richard M. Kovacevich      For       For        Management
7     Elect Director Richard D. McCormick       For       For        Management
8     Elect Director Cynthia H. Milligan        For       For        Management





                                                         
9     Elect Director Nicholas G. Moore          For       For        Management
10    Elect Director Philip J. Quigley          For       For        Management
11    Elect Director Donald B. Rice             For       For        Management
12    Elect Director Judith M. Runstad          For       For        Management
13    Elect Director Stephen W. Sanger          For       For        Management
14    Elect Director John G. Stumpf             For       For        Management
15    Elect Director Susan G. Swenson           For       For        Management
16    Elect Director Michael W. Wright          For       For        Management
17    Ratify Auditors                           For       For        Management
18    Amend Executive Incentive Bonus Plan      For       For        Management
19    Amend Omnibus Stock Plan                  For       For        Management
20    Independent Board Chairman                Against   Against    Shareholder
21    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
22    Pay For Superior Performance              Against   Against    Shareholder
23    Report on Human Rights Investment         Against   Against    Shareholder
      Policies
24    Adopt EEO Policy Without Reference to     Against   Against    Shareholder
      Sexual Orientation
25    Report on Racial and Ethnic Disparities   Against   Against    Shareholder
      in Loan Pricing


- --------------------------------------------------------------------------------
WYETH

Ticker:       WYE            Security ID:  983024100
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  MAR 3, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Director Robert M. Amen             For       For        Management
2     Elect Director Michael J. Critelli        For       For        Management
3     Elect Director Robert Essner              For       For        Management
4     Elect Director John D. Feerick            For       For        Management
5     Elect Director Frances D. Fergusson       For       For        Management
6     Elect Director Victor F. Ganzi            For       For        Management
7     Elect Director Robert Langer              For       For        Management
8     Elect Director John P. Mascotte           For       For        Management
9     Elect Director Raymond J. McGuire         For       For        Management
10    Elect Director Mary Lake Polan            For       For        Management
11    Elect Director Bernard Poussot            For       For        Management
12    Elect Director Gary L. Rogers             For       For        Management
13    Elect Director John R. Torell III         For       For        Management
14    Ratify Auditors                           For       For        Management
15    Amend Omnibus Stock Plan                  For       For        Management
16    Amend Non-Employee Director Restricted    For       For        Management
      Stock Plan
17    Report on Political Contributions         Against   Against    Shareholder
18    Claw-back of Payments under Restatements  Against   Against    Shareholder




- --------------------------------------------------------------------------------
XTO ENERGY INC

Ticker:       XTO            Security ID:  98385X106
Meeting Date: MAY 20, 2008   Meeting Type: Annual
Record Date:  MAR 31, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Director William H. Adams III       For       Against    Management
2     Elect Director Keith A. Hutton            For       For        Management
3     Elect Director Jack P. Randall            For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management
5     Ratify Auditors                           For       For        Management
6     Declassify the Board of Directors         Against   For        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): Morgan Stanley Dividend Growth Securities Inc.

By (Signature and Title):


/s/ Ronald E. Robison
- ------------------------------------
President and Principal Executive
Officer -- Office of the Funds

Date August 28, 2008


                                        2